Common use of Issuer’s Options Clause in Contracts

Issuer’s Options. Any option of the Issuer provided for in the Conditions shall be exercised by the Issuer giving notice to the Noteholders within the time limits set out in and containing the information required by the Conditions, except that the notice shall not be required to contain the serial numbers of Notes drawn in the case of a partial exercise of an option and accordingly no drawing of Notes shall be required. Noteholders’ Options Any option of the Noteholders provided for in the Conditions may be exercised by the holder of this permanent Global Note giving notice to the Fiscal Agent within the time limits relating to the deposit of Notes with a Paying Agent set out in the Conditions, in accordance with the rules and procedures of Euroclear and Clearstream, Luxembourg and any Alternative Clearing System, as applicable, failing which, in the form of the redemption notice available from any Paying Agent and stating the nominal amount of Notes in respect of which the option is exercised and at the same time presenting this permanent Global Note to the Fiscal Agent, or to a Paying Agent acting on behalf of the Fiscal Agent, for notation accordingly in the Fourth Schedule hereto. Events of Default The holder hereof may from time to time exercise the right to declare Notes represented by this permanent Global Note due and payable following an Event of Default in accordance with the Conditions by stating in a notice given to the Fiscal Agent the nominal amount of Notes (which may be less than the outstanding nominal amount hereof) to which such notice relates. If principal in respect of any Notes is not paid when due (but subject as provided below), the holder of this permanent Global Note may from time to time elect that Direct Rights under the provisions of (and as defined in) the amended and restated Deed of Covenant (as supplemented and/or amended as at the Issue Date, the “Deed of Covenant”) executed by the Issuer and the Guarantor as of 18 March 2020 (a copy of which is available for inspection at the specified office of the Fiscal Agent and which each of the Issuer and the Guarantor acknowledges to apply to the Notes represented by this permanent Global Note) shall come into effect in respect of a nominal amount of Notes up to the aggregate nominal amount in respect of which such failure to pay principal has occurred. Such election shall be made by notice to the Fiscal Agent and presentation of this permanent Global Note to or to the order of the Fiscal Agent for reduction of the nominal amount of Notes represented by this permanent Global Note by such amount as may be stated in such notice by endorsement in Part I of the First Schedule hereto and a corresponding endorsement in Part II of the First Schedule hereto of such nominal amount of Notes formerly represented hereby as the nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant. Upon each such notice being given, this permanent Global Note shall become void to the extent of the nominal amount stated in such notice, save to the extent that the appropriate Direct Rights shall fail to take effect, for whatever reason. No such election may however be made on or before an Exchange Date unless the holder elects in such notice that the exchange for such Notes shall no longer take place. Notices Notices required to be given in respect of the Notes represented by this permanent Global Note may be given by their being delivered (so long as this permanent Global Note is held on behalf of Euroclear, Clearstream, Luxembourg or any other clearing system) to Euroclear, Clearstream, Luxembourg or such other clearing system, as the case may be, or otherwise to the holder of this permanent Global Note, rather than by publication as required by the Conditions, except that, so long as the Notes are listed and/or admitted to trading, notices required to be given to the holders pursuant to the Conditions shall also be published (if such publication is required) in a manner which complies with the rules and regulations of any stock exchange or other relevant authority on which the Notes are listed and/or admitted to trading. Negotiability This permanent Global Note is a bearer document and negotiable and accordingly: 1 is freely transferable by delivery and such transfer shall operate to confer upon the transferee all rights and benefits appertaining hereto and to bind the transferee with all obligations appertaining hereto pursuant to the Conditions; 2 the holder of this permanent Global Note is and shall be absolutely entitled as against all previous holders to receive all amounts by way of amounts payable upon redemption, interest or otherwise payable in respect of this permanent Global Note and the Issuer has waived against such holder and any previous holder of this permanent Global Note all rights of set-off or counterclaim that would or might otherwise be available to it in respect of the obligations evidenced by this Global Note; and 3 payment upon due presentation of this permanent Global Note as provided herein shall operate as a good discharge against such holder and all previous holders of this permanent Global Note. No provisions of this permanent Global Note shall alter or impair the obligation of the Issuer and the Guarantor to pay the principal and premium of and interest on the Notes when due in accordance with the Conditions and the amended and restated Deed of Guarantee (as supplemented and/or amended as at the Issue Date) executed by the Guarantor as of 18 March 2020. This permanent Global Note shall not be valid or become obligatory for any purpose until authenticated by or on behalf of the Fiscal Agent. This permanent Global Note and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law. In witness whereof the Issuer has caused this permanent Global Note to be duly signed on its behalf. Dated as of the Issue Date. QNB FINANCE LTD By: Name: Certificate of Authentication This permanent Global Note is authenticated by or on behalf of the Fiscal Agent. THE BANK OF NEW YORK MELLON, ACTING THROUGH ITS LONDON BRANCH as Fiscal Agent By: Name: Authorised Signatory For the purposes of authentication only. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. The First Schedule Part I Nominal Amount of Notes Represented by this Permanent Global Note The following (i) issues of Notes initially represented by this permanent Global Note, (ii) exchanges of interests in a temporary Global Note for interests in this permanent Global Note, (iii) exchanges of the whole or a part of this permanent Global Note for Definitive Notes or for Direct Rights under the Deed of Covenant, (iv) cancellations or forfeitures of interests in this permanent Global Note and/or (v) payments of amounts payable upon redemption in respect of this permanent Global Note have been made, resulting in the nominal amount of this permanent Global Note specified in the latest entry in the fourth column: Date Amount of increase/decrease in nominal amount of this permanent Global Note Reason for increase/decreas e in nominal amount of this permanent Global Note (initial issue, exchange, cancellation, forfeiture or payment, stating amount of payment made) Nominal Amount of this permanent Global Note following such increase/decrease Notation made by or on behalf of the Fiscal Agent Part II Direct Rights The nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant is shown by the latest entry in the third column below: Date Amount of increase in nominal amount of Notes in respect of which Direct Rights have arisen Initial nominal amount and nominal amount following such increase Notation by or on behalf of the Fiscal Agent (other than in respect of initial nominal amount) Issue Date Not applicable zero Not applicable The Second Schedule Payments of Interest The following payments of interest or Interest Amount in respect of this Permanent Global Note have been made: Due date of payment Date of payment Amount of interest Notation made by or on behalf of the Fiscal Agent The Third Schedule [INSERT THE PROVISIONS OF THE RELEVANT FINAL TERMS THAT RELATE TO THE CONDITIONS OR THE GLOBAL NOTES AS THE THIRD SCHEDULE] The Fourth Schedule Exercise of Noteholders’ Option The following exercises of the option of the Noteholders provided for in the Conditions have been made in respect of the stated nominal amount of this permanent Global Note: Date of exercise Nominal Amount of this permanent Global Note in respect of which exercise is made Date on which exercise of such option is effective Notation made by or on behalf of the Fiscal Agent Schedule 1 Part C Form of Global Certificate QNB FINANCE LTD (incorporated as an exempted company with limited liability under the laws of the Cayman Islands) U.S.$17,500,000,000 Medium Term Note Programme guaranteed by Qatar National Bank (Q.P.S.C.) (incorporated as a Qatari Public Shareholding Company) GLOBAL CERTIFICATE Global Certificate No. This Global Certificate is issued in respect of the Notes (the “Notes”) of the Tranche and Series specified in Part A of the Schedule hereto of QNB Finance Ltd (the “Issuer”) and guaranteed by Qatar National Bank (Q.P.S.C.) (the “Guarantor”). This Global Certificate certifies that the person whose name is entered in the Register (the “Registered Holder”) is registered as the holder of an issue of Notes of the nominal amount, specified currency and specified denomination set out in Part A of the Schedule hereto. Interpretation and Definitions References in this Global Certificate to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the amended and restated Agency Agreement (as amended or supplemented as at the Issue Date, the “Agency Agreement”) dated 18 March 2020 between the Issuer, the Guarantor, The Bank of New York Mellon, acting through its London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this Global Certificate (including the supplemental definitions and any modifications or additions set out in Part A of the Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this Global Certificate shall have the meanings given to them in the Conditions or the Agency Agreement.

Appears in 1 contract

Samples: Agency Agreement

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Issuer’s Options. Any option of the Issuer provided for in the Conditions shall be exercised by the Issuer giving notice to the Noteholders within the time limits set out in and containing the information required by the Conditions, except that the notice shall not be required to contain the serial numbers of Notes drawn in the case of a partial exercise of an option and accordingly no drawing of Notes shall be required. Noteholders’ Options Any option of the Noteholders provided for in the Conditions may be exercised by the holder of this permanent Permanent Global Note giving notice to the Fiscal Belgian Paying Agent within the time limits relating to the deposit of EFI Notes with a Paying Agent set out in the Conditions, in accordance with the rules and procedures of Euroclear and Clearstream, Luxembourg and any Alternative Clearing System, as applicable, failing which, Conditions substantially in the form of the redemption notice available from any Paying Agent and Agent, stating the nominal amount of EFI Notes in respect of which the option is exercised and at the same time presenting this permanent Permanent Global Note to the Fiscal Agent, or to a Belgian Paying Agent acting on behalf of the Fiscal Agent, for notation accordingly in the Fourth Schedule hereto. Events of Default The holder hereof may from time to time exercise the right to declare Notes represented by this permanent Permanent Global Note due and payable following an Event of Default in accordance with the Conditions by stating in a notice given to the Fiscal Agent the nominal amount of EFI Notes (which may be less than the outstanding nominal amount hereof) to which such notice relates. If principal in respect of any EFI Notes is not paid when due (but subject as provided belowtaking into account any applicable grace period), the holder of this permanent Permanent Global Note may (but subject as provided below) from time to time elect that Direct Rights under the provisions of (and as defined in) the amended Amended and restated Restated Deed of Covenant (as amended and supplemented and/or amended as at the Issue Datefrom time to time, the “Deed of Covenant”) executed by the Issuer and the Guarantor as of 18 March on 2 October 2020 (a copy of which is available for inspection at the specified office offices of each of the Principal Paying Agent and the Fiscal Agent and which each of the Issuer and the Guarantor acknowledges to apply to the EFI Notes represented by this permanent Permanent Global Note) shall come into effect in respect of a nominal amount of Notes up to the aggregate nominal amount in respect of which such failure to pay principal has occurred. Such election shall be made by notice to the Fiscal Agent and presentation of this permanent Permanent Global Note to or to the order of the Fiscal Agent for reduction of the nominal amount of EFI Notes represented by this permanent Permanent Global Note by such amount as may be stated in such notice by endorsement in Part I of the First Schedule hereto and a corresponding endorsement in Part II of the First Schedule hereto of such nominal amount of EFI Notes formerly represented hereby as the nominal amount of EFI Notes in respect of which Direct Rights have arisen under the Deed of Covenant. Upon each such notice being given, this permanent Permanent Global Note shall become void to the extent of the nominal amount stated in such notice, save to the extent that the appropriate Direct Rights shall fail to take effect, for whatever reason. No such election may however be made on or before an Exchange Date unless the holder elects in such notice that the exchange for such EFI Notes shall no longer take place. Notices Notices required to be given in respect of the Notes represented by this permanent Global Note may be given by their being delivered (so long as this permanent Global Note is held on behalf of Euroclear, Clearstream, Luxembourg or any other clearing system) to Euroclear, Clearstream, Luxembourg or such other clearing system, as the case may be, or otherwise to the holder of this permanent Global Note, rather than by publication as required by the Conditions, except that, so long as the Notes are listed and/or admitted to trading, notices required to be given to the holders The rights and remedies pursuant to the Conditions shall also be published (if such publication is required) in a manner which complies with the rules and regulations of any stock exchange or other relevant authority on which the Notes are listed and/or admitted to trading. Negotiability This permanent Global Note is a bearer document and negotiable and accordingly: 1 is freely transferable by delivery and such transfer shall operate to confer upon the transferee all rights and benefits appertaining hereto and to bind the transferee with all obligations appertaining hereto pursuant to the Conditions; 2 the holder of this permanent Global Note is and shall be absolutely entitled as against all previous holders to receive all amounts by way of amounts payable upon redemption, interest or otherwise payable in respect of this permanent Global Note and the Issuer has waived against such holder and any previous holder of this permanent Global Note all rights of set-off or counterclaim that would or might otherwise be available to it in respect of the obligations evidenced by this Global Note; and 3 payment upon due presentation of this permanent Global Note as provided herein shall operate as a good discharge against such holder and all previous holders of this permanent Global Note. No provisions of this permanent Global Note shall alter or impair the obligation of the Issuer and the Guarantor to pay the principal and premium of and interest on the Notes when due in accordance with the Conditions and the amended and restated Deed of Guarantee (as supplemented and/or amended as at the Issue Date) executed by the Guarantor as of 18 March 2020. This permanent Global Note shall not be valid or become obligatory for any purpose until authenticated by or on behalf of the Fiscal Agent. This permanent Global Note and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law. In witness whereof the Issuer has caused this permanent Global Note to be duly signed on its behalf. Dated as of the Issue Date. QNB FINANCE LTD By: Name: Certificate of Authentication This permanent Global Note is authenticated by or on behalf of the Fiscal Agent. THE BANK OF NEW YORK MELLON, ACTING THROUGH ITS LONDON BRANCH as Fiscal Agent By: Name: Authorised Signatory For the purposes of authentication only. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. The First Schedule Part I Nominal Amount of Notes Represented by this Permanent Global Note The following (i) issues of Notes initially represented by this permanent Global Note, (ii) exchanges of interests in a temporary Global Note for interests in this permanent Global Note, (iii) exchanges of the whole or a part of this permanent Global Note for Definitive Notes or for Direct Rights under the Deed of Covenant, (iv) cancellations or forfeitures of interests in this permanent Global Note and/or (v) payments of amounts payable upon redemption in respect of this permanent Global Note have been made, resulting in the nominal amount of this permanent Global Note specified in the latest entry in the fourth column: Date Amount of increase/decrease in nominal amount of this permanent Global Note Reason for increase/decreas e in nominal amount of this permanent Global Note (initial issue, exchange, cancellation, forfeiture or payment, stating amount of payment made) Nominal Amount of this permanent Global Note following such increase/decrease Notation made by or on behalf of the Fiscal Agent Part II Direct Rights The nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant is shown by the latest (including without limitation any direct rights), shall be without prejudice to any rights and remedies that any holder of a book-entry interest in the third column below: Date Amount of increase in nominal amount of Global Notes in respect of may have under any applicable laws, including without limitation any rights against the institution through which Direct Rights have arisen Initial nominal amount and nominal amount following such increase Notation by or on behalf of the Fiscal Agent (other than in respect of initial nominal amount) Issue Date Not applicable zero Not applicable The Second Schedule Payments of Interest The following payments of investors hold their book-entry interest or Interest Amount in respect of this Permanent Global Note have been made: Due date of payment Date of payment Amount of interest Notation made by or on behalf of the Fiscal Agent The Third Schedule [INSERT THE PROVISIONS OF THE RELEVANT FINAL TERMS THAT RELATE TO THE CONDITIONS OR THE GLOBAL NOTES AS THE THIRD SCHEDULE] The Fourth Schedule Exercise of Noteholders’ Option The following exercises of the option of the Noteholders provided for in the Conditions have been made in respect of NBB Securities Settlement System and the stated nominal amount of this permanent Global Note: Date of exercise Nominal Amount of this permanent Global Note in respect of which exercise is made Date on which exercise of such option is effective Notation made by or on behalf of Issuer pursuant to the Fiscal Agent Schedule 1 Part C Form of Global Certificate QNB FINANCE LTD (incorporated as an exempted company with limited liability under the laws of the Cayman Islands) U.S.$17,500,000,000 Medium Term Note Programme guaranteed by Qatar National Bank (Q.P.S.C.) (incorporated as a Qatari Public Shareholding Company) GLOBAL CERTIFICATE Global Certificate Belgian Coordinated Royal Decree No. This Global Certificate is issued in respect 62 of November 10, 1967, governing the Notes (custody of transferable financial instruments and the “Notes”) settlement of the Tranche transactions on these instruments. Any rights and Series specified in Part A of the Schedule hereto of QNB Finance Ltd (the “Issuer”) and guaranteed by Qatar National Bank (Q.P.S.C.) (the “Guarantor”). This Global Certificate certifies that the person whose name is entered in the Register (the “Registered Holder”) is registered as the holder of an issue of Notes of the nominal amount, specified currency and specified denomination set out in Part A of the Schedule hereto. Interpretation and Definitions References in this Global Certificate remedies pursuant to the “Conditions” are to the Terms Deed of Covenant shall be cumulative with any rights and Conditions remedies available under any applicable to the Notes (which are in the form set out in Schedule 2 Part C to the amended and restated Agency Agreement (as amended or supplemented as at the Issue Date, the “Agency Agreement”) dated 18 March 2020 between the Issuer, the Guarantor, The Bank of New York Mellon, acting through its London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this Global Certificate (including the supplemental definitions and any modifications or additions set out in Part A of the Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this Global Certificate shall have the meanings given to them in the Conditions or the Agency Agreementlaws.

Appears in 1 contract

Samples: Agency Agreement

Issuer’s Options. Any option of the Issuer provided for in the Conditions shall be exercised by the Issuer giving notice to the Noteholders within the time limits set out in and containing the information required by the Conditions, except that the notice shall not be required to contain the serial numbers of Notes drawn in the case of a partial exercise of an option and accordingly no drawing of Notes shall be required. Noteholders’ Options Any option of the Noteholders provided for in the Conditions may be exercised by the holder of this permanent Global Note giving notice to the Fiscal Paying Agent within the time limits relating to the deposit of Notes with a Paying Agent set out in the Conditions, in accordance with the rules and procedures of Euroclear and Clearstream, Luxembourg and any Alternative Clearing System, as applicable, failing which, Conditions substantially in the form of the redemption notice available from any Paying Agent Agent, except that the notice shall not be required to contain the certificate numbers of the Notes in respect of which the option has been exercised, and stating the nominal amount of Notes in respect of which the option is exercised and at the same time presenting this permanent Global Note to the Fiscal Agent, or to a Paying Agent acting on behalf of the Fiscal Agent, for notation accordingly in the Fourth Schedule hereto. Events of Default The holder hereof may from time to time exercise the right to declare Notes represented by this permanent Global Note due and payable following an Event of Default in accordance with the Conditions by stating in a notice given to the Fiscal Agent the nominal amount of Notes (which may be less than the outstanding nominal amount hereof) to which such notice relates. If principal in respect of any Notes is not paid when due (but subject as provided below), the holder of this permanent Global Note may from time to time elect that Direct Rights under the provisions of (and as defined in) the amended Amended and restated Restated Deed of Covenant (as supplemented and/or amended as at the Issue Date, the “Deed of Covenant”) executed by the Issuer and the Guarantor as of 18 March 2020 25 September 2019 (a copy of which is available for inspection at the specified office of the Fiscal Agent and which each of the Issuer and the Guarantor acknowledges to apply to the Notes represented by this permanent Global Note) shall come into effect in respect of a nominal amount of Notes up to the aggregate nominal amount in respect of which such failure to pay principal has occurred. Such election shall be made by notice to the Fiscal Agent and presentation of this permanent Global Note to or to the order of the Fiscal Agent for reduction of the nominal amount of Notes represented by this permanent Global Note by such amount as may be stated in such notice by endorsement in Part I of the First Schedule hereto and a corresponding endorsement in Part II of the First Schedule hereto of such nominal amount of Notes formerly represented hereby as the nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant. Upon each such notice being given, this permanent Global Note shall become void to the extent of the nominal amount stated in such notice, save to the extent that the appropriate Direct Rights shall fail to take effect, for whatever reason. No such election may however be made on or before an Exchange Date unless the holder elects in such notice that the exchange for such Notes shall no longer take place. Notices Notices required to be given in respect of the Notes represented by this permanent Global Note may be given by their being delivered (so long as this permanent Global Note is held on behalf of Euroclear, Clearstream, Luxembourg or any other clearing system) to Euroclear, Clearstream, Luxembourg or such other clearing system, as the case may be, or otherwise to the holder of this permanent Global Note, rather than by publication as required by the Conditions, except that, that so long as the Notes are listed and/or admitted to tradingon the Luxembourg Stock Exchange and the rules of that exchange so require, notices required to be given to the holders pursuant to the Conditions shall also be published either on the website of the Luxembourg Stock Exchange (if such publication is requiredxxx.xxxxxx.xx) or in a manner leading newspaper having general circulation in Luxembourg (which complies with is expected to be the rules and regulations of any stock exchange or other relevant authority on which the Notes are listed and/or admitted to tradingLuxemburger Wort). Negotiability This permanent Global Note is a bearer document and negotiable and accordingly: 1 is freely transferable by delivery and such transfer shall operate to confer upon the transferee all rights and benefits appertaining hereto and to bind the transferee with all obligations appertaining hereto pursuant to the Conditions; Conditions 2 the holder of this permanent Global Note is and shall be absolutely entitled as against all previous holders to receive all amounts by way of amounts payable upon redemption, interest or otherwise payable in respect of this permanent Global Note and the Issuer has waived against such holder and any previous holder of this permanent Global Note all rights of set-off or counterclaim that would or might otherwise be available to it in respect of the obligations evidenced by this Global Note; Note and 3 payment upon due presentation of this permanent Global Note as provided herein shall operate as a good discharge against such holder and all previous holders of this permanent Global Note. No provisions of this permanent Global Note shall alter or impair the obligation of the Issuer and the Guarantor to pay the principal and premium of and interest on the Notes when due in accordance with the Conditions and the amended and restated Deed of Guarantee (as supplemented and/or amended as at the Issue Date) executed by the Guarantor as of 18 March 2020Guarantee. This permanent Global Note shall not be valid or become obligatory for any purpose until authenticated by or on behalf of the Fiscal Agent. This permanent Global Note and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law. In witness whereof the Issuer has caused this permanent Global Note to be duly signed on its behalf. Dated as of the Issue Date. QNB FINANCE LTD TELE2 AB (PUBL) By: Name: Certificate of Authentication This permanent Global Note is authenticated by or on behalf of the Fiscal Agent. THE BANK OF NEW YORK MELLONBNP PARIBAS SECURITIES SERVICES, ACTING THROUGH ITS LONDON LUXEMBOURG BRANCH as Fiscal Agent By: Name: Authorised Signatory For the purposes of authentication only. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. The First Schedule Part I Nominal Amount of Notes Represented by this Permanent Global Note The following (i) issues of Notes initially represented by this permanent Global Note, (ii) exchanges of interests in a temporary Global Note for interests in this permanent Global Note, (iii) exchanges of the whole or a part of this permanent Global Note for Definitive Notes or for Direct Rights under the Deed of Covenant, (iv) cancellations or forfeitures of interests in this permanent Global Note and/or (v) payments of amounts payable upon redemption in respect of this permanent Global Note have been made, resulting in the nominal amount of this permanent Global Note specified in the latest entry in the fourth column: Date Amount of increase/decrease in nominal amount of this permanent Global Note Reason for increase/decreas e decrease in nominal amount of this permanent Global Note (initial issue, exchange, cancellation, forfeiture or payment, stating amount of payment made) Nominal Amount of this permanent Global Note following such increase/decrease Notation made by or on behalf of the Fiscal Agent Part II Direct Rights The nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant is shown by the latest entry in the third column below: Date Amount of increase in nominal amount of Notes in respect of which Direct Rights have arisen Initial nominal amount and nominal amount following such increase Notation by or on behalf of the Fiscal Agent (other than in respect of initial nominal amount) Issue Date Not applicable zero Not applicable The Second Schedule Payments of Interest The following payments of interest or Interest Amount in respect of this Permanent permanent Global Note have been made: Due date of payment Date of payment Amount of interest Notation made by or on behalf of the Fiscal Agent The Third Schedule [INSERT THE PROVISIONS OF THE RELEVANT FINAL TERMS THAT RELATE TO THE CONDITIONS OR THE GLOBAL NOTES AS THE THIRD SCHEDULE] The Fourth Schedule Exercise of Noteholders’ Option The following exercises of the option of the Noteholders provided for in the Conditions have been made in respect of the stated nominal amount of this permanent Global Note: Date of exercise Nominal Amount of this permanent Global Note in respect of which exercise is made Date on which exercise of such option is effective Notation made by or on behalf of the Fiscal Agent Schedule 1 Part C Form of NGN Temporary Global Certificate QNB FINANCE LTD Note TELE2 AB (incorporated as an exempted company PUBL) (Incorporated with limited liability under in the laws Kingdom of the Cayman IslandsSweden) U.S.$17,500,000,000 €5,000,000,000 Guaranteed Euro Medium Term Note Programme guaranteed by Qatar National Bank TELE2 SVERIGE AB (Q.P.S.C.Incorporated with limited liability in the Kingdom of Sweden) (incorporated as a Qatari Public Shareholding Company) TEMPORARY GLOBAL CERTIFICATE NOTE Temporary Global Certificate Note No. [●] This temporary Global Certificate Note is issued in respect of the Notes (the “Notes”) of the Tranche and Series specified in Part A of the Schedule hereto of QNB Finance Ltd Tele2 AB (publ) (the “Issuer”) and guaranteed by Qatar National Bank (Q.P.S.C.) Tele2 Sverige AB (the “Guarantor”). This Global Certificate certifies that the person whose name is entered in the Register (the “Registered Holder”) is registered as the holder of an issue of Notes of the nominal amount, specified currency and specified denomination set out in Part A of the Schedule hereto. Interpretation and Definitions References in this Global Certificate to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the amended and restated Agency Agreement (as amended or supplemented as at the Issue Date, the “Agency Agreement”) dated 18 March 2020 between the Issuer, the Guarantor, The Bank of New York Mellon, acting through its London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this Global Certificate (including the supplemental definitions and any modifications or additions set out in Part A of the Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this Global Certificate shall have the meanings given to them in the Conditions or the Agency Agreement.

Appears in 1 contract

Samples: Agency Agreement

Issuer’s Options. Any option of the Issuer provided for in the Conditions shall be exercised by the Issuer giving notice to the Noteholders within the time limits set out in and containing the information required by the Conditions, except that the notice shall not be required to contain the serial numbers of Notes drawn in the case of a partial exercise of an option and accordingly no drawing of Notes shall be required. Noteholders’ Options Any option of the Noteholders provided for in the Conditions may be exercised by the holder of this permanent Global Note giving notice to the Fiscal Agent within the time limits relating to the deposit of Notes with a Paying Agent set out in the Conditions, in accordance with the rules and procedures of Euroclear and Clearstream, Luxembourg and any Alternative Clearing System, as applicable, failing which, Conditions substantially in the form of the redemption notice available from any Paying Agent Agent, except that the notice shall not be required to contain the certificate numbers of the Notes in respect of which the option has been exercised, and stating the nominal amount of Notes in respect of which the option is exercised and at the same time presenting this permanent Global Note to the Fiscal Agent, or to a Paying Agent acting on behalf of the Fiscal Agent, for notation accordingly in the Fourth Schedule hereto. Events of Default The holder hereof may from time to time exercise the right to declare Notes represented by this permanent Global Note due and payable following an Event of Default in accordance with the Conditions by stating in a notice given to the Fiscal Agent the nominal amount of Notes (which may be less than the outstanding nominal amount hereof) to which such notice relates. If principal in respect of any Notes is not paid when due (but subject as provided below), the holder of this permanent Global Note may from time to time elect that Direct Rights under the provisions of (and as defined in) the amended and restated Deed of Covenant (as supplemented and/or amended as at the Issue Date, the “Deed of Covenant”) executed by the Issuer and the Guarantor as of 18 March 2020 7 November 2022 (a copy of which is available for inspection at the specified office of the Fiscal Agent and which each of the Issuer and the Guarantor acknowledges to apply to the Notes represented by this permanent Global Note) shall come into effect in respect of a nominal amount of Notes up to the aggregate nominal amount in respect of which such failure to pay principal has occurred. Such election shall be made by notice to the Fiscal Agent and presentation of this permanent Global Note to or to the order of the Fiscal Agent for reduction of the nominal amount of Notes represented by this permanent Global Note by such amount as may be stated in such notice by endorsement in Part I of the First Schedule hereto and a corresponding endorsement in Part II of the First Schedule hereto of such nominal amount of Notes formerly represented hereby as the nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant. Upon each such notice being given, this permanent Global Note shall become void to the extent of the nominal amount stated in such notice, save to the extent that the appropriate Direct Rights shall fail to take effect, for whatever reason. No such election may however be made on or before an Exchange Date unless the holder elects in such notice that the exchange for such Notes shall no longer take place. Notices Notices required to be given in respect of the Notes represented by this permanent Global Note may be given by their being delivered (so long as this permanent Global Note is held on behalf of Euroclear, Clearstream, Luxembourg or any other clearing system) to Euroclear, Clearstream, Luxembourg or such other clearing system, as the case may be, or otherwise to the holder of this permanent Global Note, rather than by publication as required by the Conditions, except that, so long as the Notes are listed and/or admitted to trading, notices required to be given to the holders pursuant to the Conditions shall also be published (if such publication is required) in a manner which complies with the rules and regulations of any stock exchange or other relevant authority on which the Notes are listed and/or listed/and or admitted to trading. Negotiability This permanent Global Note is a bearer document and negotiable and accordingly: 1 is freely transferable by delivery and such transfer shall operate to confer upon the transferee all rights and benefits appertaining hereto and to bind the transferee with all obligations appertaining hereto pursuant to the Conditions; Conditions 2 the holder of this permanent Global Note is and shall be absolutely entitled as against all previous holders to receive all amounts by way of amounts payable upon redemption, interest or otherwise payable in respect of this permanent Global Note and the Issuer has waived against such holder and any previous holder of this permanent Global Note all rights of set-off or counterclaim that would or might otherwise be available to it in respect of the obligations evidenced by this Global Note; Note and 3 payment upon due presentation of this permanent Global Note as provided herein shall operate as a good discharge against such holder and all previous holders of this permanent Global Note. No provisions of this permanent Global Note shall alter or impair the obligation of the Issuer and the Guarantor to pay the principal and premium of and interest on the Notes when due in accordance with the Conditions and the amended and restated Deed of Guarantee (as supplemented and/or amended as at the Issue Date) executed by the Guarantor as of 18 March 2020Conditions. This permanent Global Note shall not be valid or become obligatory for any purpose until authenticated by or on behalf of the Fiscal Agent. This permanent Global Note and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law. In witness whereof the Issuer has caused this permanent Global Note to be duly signed on its behalf. Dated as of the Issue Date. QNB FINANCE LTD NORSK HYDRO ASA By: By: Name: Name: Certificate of Authentication This permanent Global Note is authenticated by or on behalf of the Fiscal Agent. THE BANK OF NEW YORK MELLONCITIBANK N.A., ACTING THROUGH ITS LONDON BRANCH as Fiscal Agent By: Name: Authorised Signatory For the purposes of authentication only. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. SIGNATURE PAGE TO THE CGN PERMANENT GLOBAL NOTE The First Schedule Part I Nominal Amount of Notes Represented by this Permanent Global Note The following (i) issues of Notes initially represented by this permanent Global Note, (ii) exchanges of interests in a temporary Global Note for interests in this permanent Global Note, (iii) exchanges of the whole or a part of this permanent Global Note for Definitive Notes or for Direct Rights under the Deed of Covenant, (iv) cancellations or forfeitures of interests in this permanent Global Note and/or (v) payments of amounts payable upon redemption in respect of this permanent Global Note have been made, resulting in the nominal amount of this permanent Global Note specified in the latest entry in the fourth column: Date Amount of increase/decrease in nominal amount of this permanent Global Note Reason for increase/decreas e decrease in nominal amount of this permanent Global Note (initial issue, exchange, cancellation, forfeiture or payment, stating amount of payment made) Nominal Amount of this permanent Global Note following such increase/decrease Notation made by or on behalf of the Fiscal Agent Part II Direct Rights The nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant is shown by the latest entry in the third column below: Date Amount of increase in nominal amount of Notes in respect of which Direct Rights have arisen Initial nominal amount and nominal amount following such increase Notation by or on behalf of the Fiscal Agent (other than in respect of initial nominal amount) Issue Date Not applicable zero Not applicable The Second Schedule Payments of Interest The following payments of interest or Interest Amount in respect of this Permanent Global Note have been made: Due date of payment Date of payment Amount of interest Notation made by or on behalf of the Fiscal Agent The Third Schedule [INSERT THE PROVISIONS OF THE RELEVANT FINAL TERMS THAT RELATE TO THE CONDITIONS OR THE GLOBAL NOTES AS THE THIRD SCHEDULE] The Fourth Schedule Exercise of Noteholders’ Option The following exercises of the option of the Noteholders provided for in the Conditions have been made in respect of the stated nominal amount of this permanent Global Note: Date of exercise Nominal Amount of this permanent Global Note in respect of which exercise is made Date on which exercise of such option is effective Notation made by or on behalf of the Fiscal Agent Schedule 1 Part C Form of NGN Temporary Global Certificate QNB FINANCE LTD Note NORSK HYDRO ASA (incorporated as an exempted company Incorporated with limited liability under the laws of the Cayman Islandsin Norway with company registration number 914 778 271) U.S.$17,500,000,000 Euro Medium Term Note Programme guaranteed by Qatar National Bank (Q.P.S.C.) (incorporated as a Qatari Public Shareholding Company) TEMPORARY GLOBAL CERTIFICATE NOTE Temporary Global Certificate Note No. [●] This temporary Global Certificate Note is issued in respect of the Notes (the “Notes”) of the Tranche and Series specified in Part A of the Schedule hereto of QNB Finance Ltd Norsk Hydro ASA (the “Issuer”) and guaranteed by Qatar National Bank (Q.P.S.C.) (the “Guarantor”). This Global Certificate certifies that the person whose name is entered in the Register (the “Registered Holder”) is registered as the holder of an issue of Notes of the nominal amount, specified currency and specified denomination set out in Part A of the Schedule hereto. Interpretation and Definitions References in this Global Certificate to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the amended and restated Agency Agreement (as amended or supplemented as at the Issue Date, the “Agency Agreement”) dated 18 March 2020 between the Issuer, the Guarantor, The Bank of New York Mellon, acting through its London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this Global Certificate (including the supplemental definitions and any modifications or additions set out in Part A of the Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this Global Certificate shall have the meanings given to them in the Conditions or the Agency Agreement.

Appears in 1 contract

Samples: Agency Agreement

Issuer’s Options. Any option of the Issuer provided for in the Conditions shall be exercised by the Issuer giving notice to the Noteholders within the time limits set out in and containing the information required by the Conditions, except that the notice shall not be required to contain the serial numbers of Notes drawn in the case of a partial exercise of an option and accordingly no drawing of Notes shall be required. Noteholders’ Options Any option of the Noteholders provided for in the Conditions may be exercised by the holder of this permanent Permanent Global Note giving notice to the Fiscal Belgian Paying Agent within the time limits relating to the deposit of EFI Notes with a Paying Agent set out in the Conditions, in accordance with the rules and procedures of Euroclear and Clearstream, Luxembourg and any Alternative Clearing System, as applicable, failing which, Conditions substantially in the form of the redemption notice available from any Paying Agent and Agent, stating the nominal amount of EFI Notes in respect of which the option is exercised and at the same time presenting this permanent Permanent Global Note to the Fiscal Agent, or to a Belgian Paying Agent acting on behalf of the Fiscal Agent, for notation accordingly in the Fourth Schedule hereto. Events of Default The holder hereof may from time to time exercise the right to declare Notes represented by this permanent Permanent Global Note due and payable following an Event of Default in accordance with the Conditions by stating in a notice given to the Fiscal Agent the nominal amount of EFI Notes (which may be less than the outstanding nominal amount hereof) to which such notice relates. If principal in respect of any EFI Notes is not paid when due (but subject as provided belowtaking into account any applicable grace period), the holder of this permanent Permanent Global Note may (but subject as provided below) from time to time elect that Direct Rights under the provisions of (and as defined in) the amended Amended and restated Restated Deed of Covenant (as amended and supplemented and/or amended as at the Issue Datefrom time to time, the “Deed of Covenant”) executed by the Issuer and the Guarantor as of 18 March 2020 on 3 October 2019 (a copy of which is available for inspection at the specified office offices of each of the Principal Paying Agent and the Fiscal Agent and which each of the Issuer and the Guarantor acknowledges to apply to the EFI Notes represented by this permanent Permanent Global Note) shall come into effect in respect of a nominal amount of Notes up to the aggregate nominal amount in respect of which such failure to pay principal has occurred. Such election shall be made by notice to the Fiscal Agent and presentation of this permanent Permanent Global Note to or to the order of the Fiscal Agent for reduction of the nominal amount of EFI Notes represented by this permanent Permanent Global Note by such amount as may be stated in such notice by endorsement in Part I of the First Schedule hereto and a corresponding endorsement in Part II of the First Schedule hereto of such nominal amount of EFI Notes formerly represented hereby as the nominal amount of EFI Notes in respect of which Direct Rights have arisen under the Deed of Covenant. Upon each such notice being given, this permanent Permanent Global Note shall become void to the extent of the nominal amount stated in such notice, save to the extent that the appropriate Direct Rights shall fail to take effect, for whatever reason. No such election may however be made on or before an Exchange Date unless the holder elects in such notice that the exchange for such EFI Notes shall no longer take place. Notices Notices required to be given in respect of the Notes represented by this permanent Global Note may be given by their being delivered (so long as this permanent Global Note is held on behalf of Euroclear, Clearstream, Luxembourg or any other clearing system) to Euroclear, Clearstream, Luxembourg or such other clearing system, as the case may be, or otherwise to the holder of this permanent Global Note, rather than by publication as required by the Conditions, except that, so long as the Notes are listed and/or admitted to trading, notices required to be given to the holders The rights and remedies pursuant to the Conditions shall also be published (if such publication is required) in a manner which complies with the rules and regulations of any stock exchange or other relevant authority on which the Notes are listed and/or admitted to trading. Negotiability This permanent Global Note is a bearer document and negotiable and accordingly: 1 is freely transferable by delivery and such transfer shall operate to confer upon the transferee all rights and benefits appertaining hereto and to bind the transferee with all obligations appertaining hereto pursuant to the Conditions; 2 the holder of this permanent Global Note is and shall be absolutely entitled as against all previous holders to receive all amounts by way of amounts payable upon redemption, interest or otherwise payable in respect of this permanent Global Note and the Issuer has waived against such holder and any previous holder of this permanent Global Note all rights of set-off or counterclaim that would or might otherwise be available to it in respect of the obligations evidenced by this Global Note; and 3 payment upon due presentation of this permanent Global Note as provided herein shall operate as a good discharge against such holder and all previous holders of this permanent Global Note. No provisions of this permanent Global Note shall alter or impair the obligation of the Issuer and the Guarantor to pay the principal and premium of and interest on the Notes when due in accordance with the Conditions and the amended and restated Deed of Guarantee (as supplemented and/or amended as at the Issue Date) executed by the Guarantor as of 18 March 2020. This permanent Global Note shall not be valid or become obligatory for any purpose until authenticated by or on behalf of the Fiscal Agent. This permanent Global Note and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law. In witness whereof the Issuer has caused this permanent Global Note to be duly signed on its behalf. Dated as of the Issue Date. QNB FINANCE LTD By: Name: Certificate of Authentication This permanent Global Note is authenticated by or on behalf of the Fiscal Agent. THE BANK OF NEW YORK MELLON, ACTING THROUGH ITS LONDON BRANCH as Fiscal Agent By: Name: Authorised Signatory For the purposes of authentication only. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. The First Schedule Part I Nominal Amount of Notes Represented by this Permanent Global Note The following (i) issues of Notes initially represented by this permanent Global Note, (ii) exchanges of interests in a temporary Global Note for interests in this permanent Global Note, (iii) exchanges of the whole or a part of this permanent Global Note for Definitive Notes or for Direct Rights under the Deed of Covenant, (iv) cancellations or forfeitures of interests in this permanent Global Note and/or (v) payments of amounts payable upon redemption in respect of this permanent Global Note have been made, resulting in the nominal amount of this permanent Global Note specified in the latest entry in the fourth column: Date Amount of increase/decrease in nominal amount of this permanent Global Note Reason for increase/decreas e in nominal amount of this permanent Global Note (initial issue, exchange, cancellation, forfeiture or payment, stating amount of payment made) Nominal Amount of this permanent Global Note following such increase/decrease Notation made by or on behalf of the Fiscal Agent Part II Direct Rights The nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant is shown by the latest (including without limitation any direct rights), shall be without prejudice to any rights and remedies that any holder of a book-entry interest in the third column below: Date Amount of increase in nominal amount of Global Notes in respect of may have under any applicable laws, including without limitation any rights against the institution through which Direct Rights have arisen Initial nominal amount and nominal amount following such increase Notation by or on behalf of the Fiscal Agent (other than in respect of initial nominal amount) Issue Date Not applicable zero Not applicable The Second Schedule Payments of Interest The following payments of investors hold their book-entry interest or Interest Amount in respect of this Permanent Global Note have been made: Due date of payment Date of payment Amount of interest Notation made by or on behalf of the Fiscal Agent The Third Schedule [INSERT THE PROVISIONS OF THE RELEVANT FINAL TERMS THAT RELATE TO THE CONDITIONS OR THE GLOBAL NOTES AS THE THIRD SCHEDULE] The Fourth Schedule Exercise of Noteholders’ Option The following exercises of the option of the Noteholders provided for in the Conditions have been made in respect of NBB Securities Settlement System and the stated nominal amount of this permanent Global Note: Date of exercise Nominal Amount of this permanent Global Note in respect of which exercise is made Date on which exercise of such option is effective Notation made by or on behalf of Issuer pursuant to the Fiscal Agent Schedule 1 Part C Form of Global Certificate QNB FINANCE LTD (incorporated as an exempted company with limited liability under the laws of the Cayman Islands) U.S.$17,500,000,000 Medium Term Note Programme guaranteed by Qatar National Bank (Q.P.S.C.) (incorporated as a Qatari Public Shareholding Company) GLOBAL CERTIFICATE Global Certificate Belgian Coordinated Royal Decree No. This Global Certificate is issued in respect 62 of November 10, 1967, governing the Notes (custody of transferable financial instruments and the “Notes”) settlement of the Tranche transactions on these instruments. Any rights and Series specified in Part A of the Schedule hereto of QNB Finance Ltd (the “Issuer”) and guaranteed by Qatar National Bank (Q.P.S.C.) (the “Guarantor”). This Global Certificate certifies that the person whose name is entered in the Register (the “Registered Holder”) is registered as the holder of an issue of Notes of the nominal amount, specified currency and specified denomination set out in Part A of the Schedule hereto. Interpretation and Definitions References in this Global Certificate remedies pursuant to the “Conditions” are to the Terms Deed of Covenant shall be cumulative with any rights and Conditions remedies available under any applicable to the Notes (which are in the form set out in Schedule 2 Part C to the amended and restated Agency Agreement (as amended or supplemented as at the Issue Date, the “Agency Agreement”) dated 18 March 2020 between the Issuer, the Guarantor, The Bank of New York Mellon, acting through its London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this Global Certificate (including the supplemental definitions and any modifications or additions set out in Part A of the Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this Global Certificate shall have the meanings given to them in the Conditions or the Agency Agreementlaws.

Appears in 1 contract

Samples: Agency Agreement

Issuer’s Options. Any option of the Issuer provided for in the Conditions shall be exercised by the Issuer giving notice to the Noteholders within the time limits set out in and containing the information required by the Conditions, except that the notice shall not be required to contain the serial numbers of Notes drawn in the case of a partial exercise of an option and accordingly no drawing of Notes shall be required. Noteholders’ Options Any option of the Noteholders provided for in the Conditions may be exercised by the holder of this permanent Permanent Global Note giving notice to the Fiscal Belgian Paying Agent within the time limits relating to the deposit of EFI Notes with a Paying Agent set out in the Conditions, in accordance with the rules and procedures of Euroclear and Clearstream, Luxembourg and any Alternative Clearing System, as applicable, failing which, Conditions substantially in the form of the redemption notice available from any Paying Agent and Agent, stating the nominal amount of EFI Notes in respect of which the option is exercised and at the same time presenting this permanent Permanent Global Note to the Fiscal Agent, or to a Belgian Paying Agent acting on behalf of the Fiscal Agent, for notation accordingly in the Fourth Schedule hereto. Events of Default The holder hereof may from time to time exercise the right to declare Notes represented by this permanent Permanent Global Note due and payable following an Event of Default in accordance with the Conditions by stating in a notice given to the Fiscal Agent the nominal amount of EFI Notes (which may be less than the outstanding nominal amount hereof) to which such notice relates. If principal in respect of any EFI Notes is not paid when due (but subject as provided belowtaking into account any applicable grace period), the holder of this permanent Permanent Global Note may (but subject as provided below) from time to time elect that Direct Rights under the provisions of (and as defined in) the amended Amended and restated Restated Deed of Covenant (as amended and supplemented and/or amended as at the Issue Datefrom time to time, the “Deed of Covenant”) executed by the Issuer and the Guarantor as of 18 March 2020 on 12 October 2021 (a copy of which is available for inspection at the specified office offices of each of the Principal Paying Agent and the Fiscal Agent and which each of the Issuer and the Guarantor acknowledges to apply to the EFI Notes represented by this permanent Permanent Global Note) shall come into effect in respect of a nominal amount of Notes up to the aggregate nominal amount in respect of which such failure to pay principal has occurred. Such election shall be made by notice to the Fiscal Agent and presentation of this permanent Permanent Global Note to or to the order of the Fiscal Agent for reduction of the nominal amount of EFI Notes represented by this permanent Permanent Global Note by such amount as may be stated in such notice by endorsement in Part I of the First Schedule hereto and a corresponding endorsement in Part II of the First Schedule hereto of such nominal amount of EFI Notes formerly represented hereby as the nominal amount of EFI Notes in respect of which Direct Rights have arisen under the Deed of Covenant. Upon each such notice being given, this permanent Permanent Global Note shall become void to the extent of the nominal amount stated in such notice, save to the extent that the appropriate Direct Rights shall fail to take effect, for whatever reason. No such election may however be made on or before an Exchange Date unless the holder elects in such notice that the exchange for such EFI Notes shall no longer take place. Notices Notices required to be given in respect of the Notes represented by this permanent Global Note may be given by their being delivered (so long as this permanent Global Note is held on behalf of Euroclear, Clearstream, Luxembourg or any other clearing system) to Euroclear, Clearstream, Luxembourg or such other clearing system, as the case may be, or otherwise to the holder of this permanent Global Note, rather than by publication as required by the Conditions, except that, so long as the Notes are listed and/or admitted to trading, notices required to be given to the holders The rights and remedies pursuant to the Conditions shall also be published (if such publication is required) in a manner which complies with the rules and regulations of any stock exchange or other relevant authority on which the Notes are listed and/or admitted to trading. Negotiability This permanent Global Note is a bearer document and negotiable and accordingly: 1 is freely transferable by delivery and such transfer shall operate to confer upon the transferee all rights and benefits appertaining hereto and to bind the transferee with all obligations appertaining hereto pursuant to the Conditions; 2 the holder of this permanent Global Note is and shall be absolutely entitled as against all previous holders to receive all amounts by way of amounts payable upon redemption, interest or otherwise payable in respect of this permanent Global Note and the Issuer has waived against such holder and any previous holder of this permanent Global Note all rights of set-off or counterclaim that would or might otherwise be available to it in respect of the obligations evidenced by this Global Note; and 3 payment upon due presentation of this permanent Global Note as provided herein shall operate as a good discharge against such holder and all previous holders of this permanent Global Note. No provisions of this permanent Global Note shall alter or impair the obligation of the Issuer and the Guarantor to pay the principal and premium of and interest on the Notes when due in accordance with the Conditions and the amended and restated Deed of Guarantee (as supplemented and/or amended as at the Issue Date) executed by the Guarantor as of 18 March 2020. This permanent Global Note shall not be valid or become obligatory for any purpose until authenticated by or on behalf of the Fiscal Agent. This permanent Global Note and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law. In witness whereof the Issuer has caused this permanent Global Note to be duly signed on its behalf. Dated as of the Issue Date. QNB FINANCE LTD By: Name: Certificate of Authentication This permanent Global Note is authenticated by or on behalf of the Fiscal Agent. THE BANK OF NEW YORK MELLON, ACTING THROUGH ITS LONDON BRANCH as Fiscal Agent By: Name: Authorised Signatory For the purposes of authentication only. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. The First Schedule Part I Nominal Amount of Notes Represented by this Permanent Global Note The following (i) issues of Notes initially represented by this permanent Global Note, (ii) exchanges of interests in a temporary Global Note for interests in this permanent Global Note, (iii) exchanges of the whole or a part of this permanent Global Note for Definitive Notes or for Direct Rights under the Deed of Covenant, (iv) cancellations or forfeitures of interests in this permanent Global Note and/or (v) payments of amounts payable upon redemption in respect of this permanent Global Note have been made, resulting in the nominal amount of this permanent Global Note specified in the latest entry in the fourth column: Date Amount of increase/decrease in nominal amount of this permanent Global Note Reason for increase/decreas e in nominal amount of this permanent Global Note (initial issue, exchange, cancellation, forfeiture or payment, stating amount of payment made) Nominal Amount of this permanent Global Note following such increase/decrease Notation made by or on behalf of the Fiscal Agent Part II Direct Rights The nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant is shown by the latest (including without limitation any direct rights), shall be without prejudice to any rights and remedies that any holder of a book-entry interest in the third column below: Date Amount of increase in nominal amount of Global Notes in respect of may have under any applicable laws, including without limitation any rights against the institution through which Direct Rights have arisen Initial nominal amount and nominal amount following such increase Notation by or on behalf of the Fiscal Agent (other than in respect of initial nominal amount) Issue Date Not applicable zero Not applicable The Second Schedule Payments of Interest The following payments of investors hold their book-entry interest or Interest Amount in respect of this Permanent Global Note have been made: Due date of payment Date of payment Amount of interest Notation made by or on behalf of the Fiscal Agent The Third Schedule [INSERT THE PROVISIONS OF THE RELEVANT FINAL TERMS THAT RELATE TO THE CONDITIONS OR THE GLOBAL NOTES AS THE THIRD SCHEDULE] The Fourth Schedule Exercise of Noteholders’ Option The following exercises of the option of the Noteholders provided for in the Conditions have been made in respect of NBB Securities Settlement System and the stated nominal amount of this permanent Global Note: Date of exercise Nominal Amount of this permanent Global Note in respect of which exercise is made Date on which exercise of such option is effective Notation made by or on behalf of Issuer pursuant to the Fiscal Agent Schedule 1 Part C Form of Global Certificate QNB FINANCE LTD (incorporated as an exempted company with limited liability under the laws of the Cayman Islands) U.S.$17,500,000,000 Medium Term Note Programme guaranteed by Qatar National Bank (Q.P.S.C.) (incorporated as a Qatari Public Shareholding Company) GLOBAL CERTIFICATE Global Certificate Belgian Coordinated Royal Decree No. This Global Certificate is issued in respect 62 of November 10, 1967, governing the Notes (custody of transferable financial instruments and the “Notes”) settlement of the Tranche transactions on these instruments. Any rights and Series specified in Part A of the Schedule hereto of QNB Finance Ltd (the “Issuer”) and guaranteed by Qatar National Bank (Q.P.S.C.) (the “Guarantor”). This Global Certificate certifies that the person whose name is entered in the Register (the “Registered Holder”) is registered as the holder of an issue of Notes of the nominal amount, specified currency and specified denomination set out in Part A of the Schedule hereto. Interpretation and Definitions References in this Global Certificate remedies pursuant to the “Conditions” are to the Terms Deed of Covenant shall be cumulative with any rights and Conditions remedies available under any applicable to the Notes (which are in the form set out in Schedule 2 Part C to the amended and restated Agency Agreement (as amended or supplemented as at the Issue Date, the “Agency Agreement”) dated 18 March 2020 between the Issuer, the Guarantor, The Bank of New York Mellon, acting through its London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this Global Certificate (including the supplemental definitions and any modifications or additions set out in Part A of the Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this Global Certificate shall have the meanings given to them in the Conditions or the Agency Agreementlaws.

Appears in 1 contract

Samples: Agency Agreement

Issuer’s Options. Any option of the Issuer provided for in the Conditions shall be exercised by the Issuer in accordance with applicable law giving notice to the Noteholders within the time limits set out in and containing the information required by the Conditions, except that the notice shall not be required to contain the serial certificate numbers of Notes drawn in the case of a partial exercise of an option and accordingly no drawing of Notes shall be required. Noteholders’ Options Any option of the Noteholders provided for in the Conditions may be exercised by the holder of this permanent Permanent Global Note in accordance with applicable law giving notice to the Fiscal Agent within the time limits relating to the deposit of Notes with a Paying Agent set out in the Conditions, in accordance with the rules and procedures of Euroclear and Clearstream, Luxembourg and any Alternative Clearing System, as applicable, failing which, Conditions substantially in the form of the redemption notice available from any Paying Agent Agent, except that the notice shall not be required to contain the certificate numbers of the Notes in respect of which the option has been exercised, and stating the nominal amount of Notes in respect of which the option is exercised and at the same time presenting this permanent Permanent Global Note to the Fiscal Agent, or to a Paying Agent acting on behalf of the Fiscal Agent, for notation accordingly in the Fourth Schedule hereto. Events of Default The holder hereof may from time to time exercise the right to declare Notes represented by this permanent Permanent Global Note due and payable following an Event of Default in accordance with the Conditions by stating in a notice given to the Fiscal Agent the nominal amount of Notes (which may be less than the outstanding nominal amount hereof) to which such notice relates. If principal in respect of any Notes is not paid when due (but subject as provided belowtaking into account any applicable grace period), the holder of this permanent Permanent Global Note may (but subject as provided below) from time to time elect that Direct Rights under the provisions of (and as defined in) the amended Amended and restated Restated Deed of Covenant (as amended and supplemented and/or amended as at the Issue Datefrom time to time, the “Deed of Covenant”) executed by the Issuer and the Guarantor as of 18 March 2020 on 5 October 2023 (a copy of which is available for inspection at the specified office offices of each of the Principal Paying Agent and the Fiscal Agent and which each of the Issuer and the Guarantor acknowledges to apply to the Notes represented by this permanent Permanent Global Note) shall come into effect in respect of a nominal amount of Notes up to the aggregate nominal amount in respect of which such failure to pay principal has occurred. Such election shall be made by notice to the Fiscal Agent and presentation of this permanent Permanent Global Note to or to the order of the Fiscal Agent for reduction of the nominal amount of Notes represented by this permanent Permanent Global Note by such amount as may be stated in such notice by endorsement in Part I of the First Schedule hereto and a corresponding endorsement in Part II of the First Schedule hereto of such nominal amount of Notes formerly represented hereby as the nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant. Upon each such notice being given, this permanent Permanent Global Note shall become void to the extent of the nominal amount stated in such notice, save to the extent that the appropriate Direct Rights shall fail to take effect, for whatever reason. No such election may however be made on or before an Exchange Date unless the holder elects in such notice that the exchange for such Notes shall no longer take place. Notices Notices required to be given in respect of the Notes represented by this permanent Global Note may be given by their being delivered (so long as this permanent Global Note is held on behalf of Euroclear, Clearstream, Luxembourg or any other clearing system) to Euroclear, Clearstream, Luxembourg or such other clearing system, as the case may be, or otherwise to the holder of this permanent Global Note, rather than by publication as required by the Conditions, except that, so long as the Notes are listed and/or admitted to trading, notices required to be given to the holders pursuant to the Conditions shall also be published (if such publication is required) in a manner which complies with the rules and regulations of any stock exchange or other relevant authority on which the Notes are listed and/or admitted to trading. Negotiability This permanent Global Note is a bearer document and negotiable and accordingly: 1 is freely transferable by delivery and such transfer shall operate to confer upon the transferee all rights and benefits appertaining hereto and to bind the transferee with all obligations appertaining hereto pursuant to the Conditions; 2 the holder of this permanent Global Note is and shall be absolutely entitled as against all previous holders to receive all amounts by way of amounts payable upon redemption, interest or otherwise payable in respect of this permanent Global Note and the Issuer has waived against such holder and any previous holder of this permanent Global Note all rights of set-off or counterclaim that would or might otherwise be available to it in respect of the obligations evidenced by this Global Note; and 3 payment upon due presentation of this permanent Global Note as provided herein shall operate as a good discharge against such holder and all previous holders of this permanent Global Note. No provisions of this permanent Global Note shall alter or impair the obligation of the Issuer and the Guarantor to pay the principal and premium of and interest on the Notes when due in accordance with the Conditions and the amended and restated Deed of Guarantee (as supplemented and/or amended as at the Issue Date) executed by the Guarantor as of 18 March 2020. This permanent Global Note shall not be valid or become obligatory for any purpose until authenticated by or on behalf of the Fiscal Agent. This permanent Global Note and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law. In witness whereof the Issuer has caused this permanent Global Note to be duly signed on its behalf. Dated as of the Issue Date. QNB FINANCE LTD By: Name: Certificate of Authentication This permanent Global Note is authenticated by or on behalf of the Fiscal Agent. THE BANK OF NEW YORK MELLON, ACTING THROUGH ITS LONDON BRANCH as Fiscal Agent By: Name: Authorised Signatory For the purposes of authentication only. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. The First Schedule Part I Nominal Amount of Notes Represented by this Permanent Global Note The following (i) issues of Notes initially represented by this permanent Global Note, (ii) exchanges of interests in a temporary Global Note for interests in this permanent Global Note, (iii) exchanges of the whole or a part of this permanent Global Note for Definitive Notes or for Direct Rights under the Deed of Covenant, (iv) cancellations or forfeitures of interests in this permanent Global Note and/or (v) payments of amounts payable upon redemption in respect of this permanent Global Note have been made, resulting in the nominal amount of this permanent Global Note specified in the latest entry in the fourth column: Date Amount of increase/decrease in nominal amount of this permanent Global Note Reason for increase/decreas e in nominal amount of this permanent Global Note (initial issue, exchange, cancellation, forfeiture or payment, stating amount of payment made) Nominal Amount of this permanent Global Note following such increase/decrease Notation made by or on behalf of the Fiscal Agent Part II Direct Rights The nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant is shown by the latest entry in the third column below: Date Amount of increase in nominal amount of Notes in respect of which Direct Rights have arisen Initial nominal amount and nominal amount following such increase Notation by or on behalf of the Fiscal Agent (other than in respect of initial nominal amount) Issue Date Not applicable zero Not applicable The Second Schedule Payments of Interest The following payments of interest or Interest Amount in respect of this Permanent Global Note have been made: Due date of payment Date of payment Amount of interest Notation made by or on behalf of the Fiscal Agent The Third Schedule [INSERT THE PROVISIONS OF THE RELEVANT FINAL TERMS THAT RELATE TO THE CONDITIONS OR THE GLOBAL NOTES AS THE THIRD SCHEDULE] The Fourth Schedule Exercise of Noteholders’ Option The following exercises of the option of the Noteholders provided for in the Conditions have been made in respect of the stated nominal amount of this permanent Global Note: Date of exercise Nominal Amount of this permanent Global Note in respect of which exercise is made Date on which exercise of such option is effective Notation made by or on behalf of the Fiscal Agent Schedule 1 Part C Form of Global Certificate QNB FINANCE LTD (incorporated as an exempted company with limited liability under the laws of the Cayman Islands) U.S.$17,500,000,000 Medium Term Note Programme guaranteed by Qatar National Bank (Q.P.S.C.) (incorporated as a Qatari Public Shareholding Company) GLOBAL CERTIFICATE Global Certificate No. This Global Certificate is issued in respect of the Notes (the “Notes”) of the Tranche and Series specified in Part A of the Schedule hereto of QNB Finance Ltd (the “Issuer”) and guaranteed by Qatar National Bank (Q.P.S.C.) (the “Guarantor”). This Global Certificate certifies that the person whose name is entered in the Register (the “Registered Holder”) is registered as the holder of an issue of Notes of the nominal amount, specified currency and specified denomination set out in Part A of the Schedule hereto. Interpretation and Definitions References in this Global Certificate to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the amended and restated Agency Agreement (as amended or supplemented as at the Issue Date, the “Agency Agreement”) dated 18 March 2020 between the Issuer, the Guarantor, The Bank of New York Mellon, acting through its London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this Global Certificate (including the supplemental definitions and any modifications or additions set out in Part A of the Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this Global Certificate shall have the meanings given to them in the Conditions or the Agency Agreement.

Appears in 1 contract

Samples: Agency Agreement

Issuer’s Options. Any option of the Issuer provided for in the Conditions shall be exercised by the Issuer giving notice to the Noteholders within the time limits set out in and containing the information required by the Conditions, except that the notice shall not be required to contain the serial numbers of Notes drawn in the case of a partial exercise of an option and accordingly no drawing of Notes shall be required. Noteholders’ Options Any option of the Noteholders provided for in the Conditions may be exercised by the holder of this permanent Global Note giving notice to the Fiscal Issuing and Paying Agent within the time limits relating to the deposit of Notes with a Paying Agent set out in the Conditions, in accordance with the rules and procedures of Euroclear and Clearstream, Luxembourg and any Alternative Clearing System, as applicable, failing which, Conditions substantially in the form of the redemption notice available from any Paying Agent Agent, except that the notice shall not be required to contain the certificate numbers of the Notes in respect of which the option has been exercised, and stating the nominal amount of Notes in respect of which the option is exercised and at the same time presenting this permanent Global Note to the Fiscal Issuing and Paying Agent, or to a Paying Agent acting on behalf of the Fiscal Issuing and Paying Agent, for notation accordingly in the Fourth Schedule hereto. Events of Default The holder hereof may from time to time exercise the right to declare Notes represented by this permanent Global Note due and payable following an Event of Default in accordance with the Conditions by stating in a notice given to the Fiscal Agent the nominal amount of Notes (which may be less than the outstanding nominal amount hereof) to which such notice relates. If principal in respect of any Notes is not paid when due (but subject as provided below), the holder of this permanent Global Note may from time to time elect that Direct Rights under the provisions of (and as defined in) the amended and restated Deed of Covenant (as supplemented and/or amended as at the Issue Date, the “Deed of Covenant”) executed by the Issuer and the Guarantor as of 18 March 2020 (a copy of which is available for inspection at the specified office of the Fiscal Agent and which each of the Issuer and the Guarantor acknowledges to apply to the Notes represented by this permanent Global Note) shall come into effect in respect of a nominal amount of Notes up to the aggregate nominal amount in respect of which such failure to pay principal has occurred. Such election shall be made by notice to the Fiscal Agent and presentation of this permanent Global Note to or to the order of the Fiscal Agent for reduction of the nominal amount of Notes represented by this permanent Global Note by such amount as may be stated in such notice by endorsement in Part I of the First Schedule hereto and a corresponding endorsement in Part II of the First Schedule hereto of such nominal amount of Notes formerly represented hereby as the nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant. Upon each such notice being given, this permanent Global Note shall become void to the extent of the nominal amount stated in such notice, save to the extent that the appropriate Direct Rights shall fail to take effect, for whatever reason. No such election may however be made on or before an Exchange Date unless the holder elects in such notice that the exchange for such Notes shall no longer take place. Notices Notices required to be given in respect of the Notes represented by this permanent Global Note may be given by their being delivered (so long as this permanent Global Note is held on behalf of Euroclear, Clearstream, Luxembourg or any other clearing system) to Euroclear, Clearstream, Luxembourg or such other clearing system, as the case may be, or otherwise to the holder of this permanent Global Note, rather than by publication as required by the Conditions, except that, so long as the Notes are listed and/or admitted to trading, notices required to be given to the holders pursuant to the Conditions shall also be published (if such publication is required) in a manner which complies with the rules and regulations of any stock exchange or other relevant authority on which the Notes are listed and/or admitted to trading. Negotiability This permanent Global Note is a bearer document and negotiable and accordingly: 1 is freely transferable by delivery and such transfer shall operate to confer upon the transferee all rights and benefits appertaining hereto and to bind the transferee with all obligations appertaining hereto pursuant to the Conditions; 2 the holder of this permanent Global Note is and shall be absolutely entitled as against all previous holders Conditions Back to receive all amounts by way of amounts payable upon redemption, interest or otherwise payable in respect of this permanent Global Note and the Issuer has waived against such holder and any previous holder of this permanent Global Note all Contents rights of set-off or counterclaim that would or might otherwise be available to it in respect of the obligations evidenced by this Global Note; Note and 3 payment upon due presentation of this permanent Global Note as provided herein shall operate as a good discharge against such holder and all previous holders of this permanent Global Note. No provisions of this permanent Global Note shall alter or impair the obligation of the Issuer and the Guarantor Guarantors to pay the principal and premium of and interest on the Notes when due in accordance with the Conditions and the amended and restated Deed of Guarantee (as supplemented and/or amended as at the Issue Date) executed by the Guarantor as of 18 March 2020Guarantee. This permanent Global Note shall not be valid or become obligatory for any purpose until authenticated by or on behalf of the Fiscal Issuing and Paying Agent. This permanent Global Note and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law. In witness whereof the Issuer has caused this permanent Global Note to be duly signed on its behalf. Dated as of the Issue Date. QNB [BSKYB FINANCE LTD UK plc/BRITISH SKY BROADCASTING GROUP plc]* By: Name: Certificate of Authentication CERTIFICATE OF AUTHENTICATION This permanent Global Note is authenticated by or on behalf of the Fiscal Issuing and Paying Agent. THE BANK OF NEW YORK MELLONYORK, ACTING THROUGH ITS LONDON BRANCH as Fiscal Issuing and Paying Agent By: Name: Authorised Signatory For the purposes of authentication only. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. * Delete as appropriate Back to Contents The First Schedule Part I Nominal Amount amount of Notes Represented represented by this Permanent permanent Global Note The following (i) issues of Notes initially represented by this permanent Global Note, (ii) exchanges of interests in a temporary Global Note for interests in this permanent Global Note, (iii) exchanges of the whole or a part of this permanent Global Note for Definitive Notes or for Direct Rights under the Deed of CovenantRegistered Notes, (iv) cancellations or forfeitures of interests in this permanent Global Note and/or (v) payments of amounts payable upon redemption in respect of this permanent Global Note have been made, resulting in the nominal amount of this permanent Global Note specified in the latest entry in the fourth column: Date Amount of increase/decrease in nominal amount of this permanent Global Note Reason for increase/decreas e decrease in nominal amount of this permanent Global Note (initial issue, exchange, cancellation, forfeiture or payment, stating amount of payment made) Nominal Amount amount of this permanent Global Note following such increase/decrease Notation made by or on behalf of the Fiscal Issuing and Paying Agent Part II Direct Rights The nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant is shown by the latest entry in the third column below: Date Amount of increase in nominal amount of Notes in respect of which Direct Rights have arisen Initial nominal amount and nominal amount following such increase Notation by or on behalf of the Fiscal Agent (other than in respect of initial nominal amount) Issue Date Not applicable zero Not applicable Back to Contents The Second Schedule Payments of Interest The following payments of interest or Interest Amount in respect of this Permanent Global Note have been made: Due date of payment Date of payment Amount of interest Notation made by or on behalf of the Fiscal Issuing and Paying Agent Back to Contents The Third Schedule [INSERT THE PROVISIONS OF THE RELEVANT FINAL TERMS THAT RELATE TO THE CONDITIONS OR THE GLOBAL NOTES AS THE THIRD SCHEDULEInsert the provisions of the relevant Final Terms that relate to the Conditions or the Global Notes as the Third Schedule.] Back to Contents The Fourth Schedule Exercise of Noteholders’ Option The following exercises of the option of the Noteholders provided for in the Conditions have been made in respect of the stated nominal amount of this permanent Global Note: Date of exercise Nominal Amount amount of this permanent Global Note in respect of which exercise is made Date on of which exercise of such option is effective Notation made by or on behalf of the Fiscal Issuing and Paying Agent Back to Contents Schedule 1 Part C Form of Global Certificate QNB FINANCE LTD [BSkyB Finance UK plc/British Sky Broadcasting Group plc]* (incorporated as an exempted company Incorporated with limited liability under the laws of the Cayman Islandsin England and Wales) U.S.$17,500,000,000 Medium Term Note Programme EURO MEDIUM TERM NOTE PROGRAMME unconditionally and irrevocably guaranteed by Qatar National Bank [BSkyB Finance UK plc/British Sky Broadcasting Group plc],* British Sky Broadcasting Limited, Sky Subscribers Services Limited, BSkyB Publications Limited and BSkyB Investments Limited (Q.P.S.C.) (incorporated as a Qatari Public Shareholding CompanyIncorporated with limited liability in England and Wales) GLOBAL CERTIFICATE Global Certificate No. [•] Registered Holder: Address of Registered Holder: Nominal amount of Notes represented by this Global Certificate: This Global Certificate is issued in respect of the nominal amount specified above of the Notes (the “Notes”) of the Tranche and Series specified in Part A of the Schedule hereto of QNB [BSkyB Finance Ltd UK plc/and British Sky Broadcasting Group plc]* (the “Issuer”) and guaranteed by Qatar National Bank (Q.P.S.C.) [BSkyB Finance UK plc/British Sky Broadcasting Group plc]*, British Sky Broadcasting Limited, Sky Subscribers Services Limited, BSkyB Publications Limited and BSkyB Investments Limited (the “Initial Guarantors” and together with any acceding guarantor until and to the extent such person is released from its obligations as a Guarantor, the “Guarantors”). This Global Certificate certifies that the person whose name is entered in the Register Registered Holder (the “Registered Holder”as defined above) is registered as the holder of an issue of Notes such nominal amount of the nominal amount, specified currency and specified denomination set out in Part A of the Schedule hereto. Interpretation and Definitions References in this Global Certificate to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the amended and restated Agency Agreement (as amended or supplemented as at the Issue Date, the “Agency Agreement”) dated 18 March 2020 between the Issuer, the Guarantor, The Bank of New York Mellon, acting through its London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this Global Certificate (including the supplemental definitions and any modifications or additions set out in Part A of the Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this Global Certificate shall have the meanings given to them in the Conditions or the Agency Agreementdate hereof.

Appears in 1 contract

Samples: British Sky Broadcasting Group PLC

Issuer’s Options. Any option of the Issuer provided for in the Conditions shall be exercised by the Issuer in accordance with applicable law giving notice to the Noteholders within the time limits set out in and containing the information required by the Conditions, except that the notice shall not be required to contain the serial certificate numbers of Notes drawn in the case of a partial exercise of an option and accordingly no drawing of Notes shall be required. Noteholders’ Options Any option of the Noteholders provided for in the Conditions may be exercised by the holder of this permanent Permanent Global Note in accordance with applicable law giving notice to the Fiscal Agent within the time limits relating to the deposit of Notes with a Paying Agent set out in the Conditions, in accordance with the rules and procedures of Euroclear and Clearstream, Luxembourg and any Alternative Clearing System, as applicable, failing which, Conditions substantially in the form of the redemption notice available from any Paying Agent Agent, except that the notice shall not be required to contain the certificate numbers of the Notes in respect of which the option has been exercised, and stating the nominal amount of Notes in respect of which the option is exercised and at the same time presenting this permanent Permanent Global Note to the Fiscal Agent, or to a Paying Agent acting on behalf of the Fiscal Agent, for notation accordingly in the Fourth Schedule hereto. Events of Default The holder hereof may from time to time exercise the right to declare Notes represented by this permanent Permanent Global Note due and payable following an Event of Default in accordance with the Conditions by stating in a notice given to the Fiscal Agent the nominal amount of Notes (which may be less than the outstanding nominal amount hereof) to which such notice relates. If principal in respect of any Notes is not paid when due (but subject as provided belowtaking into account any applicable grace period), the holder of this permanent Permanent Global Note may (but subject as provided below) from time to time elect that Direct Rights under the provisions of (and as defined in) the amended Amended and restated Restated Deed of Covenant (as amended and supplemented and/or amended as at the Issue Datefrom time to time, the “Deed of Covenant”) executed by the Issuer and the Guarantor as of 18 March 2020 on 6 October 2022 (a copy of which is available for inspection at the specified office offices of each of the Principal Paying Agent and the Fiscal Agent and which each of the Issuer and the Guarantor acknowledges to apply to the Notes represented by this permanent Permanent Global Note) shall come into effect in respect of a nominal amount of Notes up to the aggregate nominal amount in respect of which such failure to pay principal has occurred. Such election shall be made by notice to the Fiscal Agent and presentation of this permanent Permanent Global Note to or to the order of the Fiscal Agent for reduction of the nominal amount of Notes represented by this permanent Permanent Global Note by such amount as may be stated in such notice by endorsement in Part I of the First Schedule hereto and a corresponding endorsement in Part II of the First Schedule hereto of such nominal amount of Notes formerly represented hereby as the nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant. Upon each such notice being given, this permanent Permanent Global Note shall become void to the extent of the nominal amount stated in such notice, save to the extent that the appropriate Direct Rights shall fail to take effect, for whatever reason. No such election may however be made on or before an Exchange Date unless the holder elects in such notice that the exchange for such Notes shall no longer take place. Notices Notices required to be given in respect of the Notes represented by this permanent Global Note may be given by their being delivered (so long as this permanent Global Note is held on behalf of Euroclear, Clearstream, Luxembourg or any other clearing system) to Euroclear, Clearstream, Luxembourg or such other clearing system, as the case may be, or otherwise to the holder of this permanent Global Note, rather than by publication as required by the Conditions, except that, so long as the Notes are listed and/or admitted to trading, notices required to be given to the holders pursuant to the Conditions shall also be published (if such publication is required) in a manner which complies with the rules and regulations of any stock exchange or other relevant authority on which the Notes are listed and/or admitted to trading. Negotiability This permanent Global Note is a bearer document and negotiable and accordingly: 1 is freely transferable by delivery and such transfer shall operate to confer upon the transferee all rights and benefits appertaining hereto and to bind the transferee with all obligations appertaining hereto pursuant to the Conditions; 2 the holder of this permanent Global Note is and shall be absolutely entitled as against all previous holders to receive all amounts by way of amounts payable upon redemption, interest or otherwise payable in respect of this permanent Global Note and the Issuer has waived against such holder and any previous holder of this permanent Global Note all rights of set-off or counterclaim that would or might otherwise be available to it in respect of the obligations evidenced by this Global Note; and 3 payment upon due presentation of this permanent Global Note as provided herein shall operate as a good discharge against such holder and all previous holders of this permanent Global Note. No provisions of this permanent Global Note shall alter or impair the obligation of the Issuer and the Guarantor to pay the principal and premium of and interest on the Notes when due in accordance with the Conditions and the amended and restated Deed of Guarantee (as supplemented and/or amended as at the Issue Date) executed by the Guarantor as of 18 March 2020. This permanent Global Note shall not be valid or become obligatory for any purpose until authenticated by or on behalf of the Fiscal Agent. This permanent Global Note and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law. In witness whereof the Issuer has caused this permanent Global Note to be duly signed on its behalf. Dated as of the Issue Date. QNB FINANCE LTD By: Name: Certificate of Authentication This permanent Global Note is authenticated by or on behalf of the Fiscal Agent. THE BANK OF NEW YORK MELLON, ACTING THROUGH ITS LONDON BRANCH as Fiscal Agent By: Name: Authorised Signatory For the purposes of authentication only. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. The First Schedule Part I Nominal Amount of Notes Represented by this Permanent Global Note The following (i) issues of Notes initially represented by this permanent Global Note, (ii) exchanges of interests in a temporary Global Note for interests in this permanent Global Note, (iii) exchanges of the whole or a part of this permanent Global Note for Definitive Notes or for Direct Rights under the Deed of Covenant, (iv) cancellations or forfeitures of interests in this permanent Global Note and/or (v) payments of amounts payable upon redemption in respect of this permanent Global Note have been made, resulting in the nominal amount of this permanent Global Note specified in the latest entry in the fourth column: Date Amount of increase/decrease in nominal amount of this permanent Global Note Reason for increase/decreas e in nominal amount of this permanent Global Note (initial issue, exchange, cancellation, forfeiture or payment, stating amount of payment made) Nominal Amount of this permanent Global Note following such increase/decrease Notation made by or on behalf of the Fiscal Agent Part II Direct Rights The nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant is shown by the latest entry in the third column below: Date Amount of increase in nominal amount of Notes in respect of which Direct Rights have arisen Initial nominal amount and nominal amount following such increase Notation by or on behalf of the Fiscal Agent (other than in respect of initial nominal amount) Issue Date Not applicable zero Not applicable The Second Schedule Payments of Interest The following payments of interest or Interest Amount in respect of this Permanent Global Note have been made: Due date of payment Date of payment Amount of interest Notation made by or on behalf of the Fiscal Agent The Third Schedule [INSERT THE PROVISIONS OF THE RELEVANT FINAL TERMS THAT RELATE TO THE CONDITIONS OR THE GLOBAL NOTES AS THE THIRD SCHEDULE] The Fourth Schedule Exercise of Noteholders’ Option The following exercises of the option of the Noteholders provided for in the Conditions have been made in respect of the stated nominal amount of this permanent Global Note: Date of exercise Nominal Amount of this permanent Global Note in respect of which exercise is made Date on which exercise of such option is effective Notation made by or on behalf of the Fiscal Agent Schedule 1 Part C Form of Global Certificate QNB FINANCE LTD (incorporated as an exempted company with limited liability under the laws of the Cayman Islands) U.S.$17,500,000,000 Medium Term Note Programme guaranteed by Qatar National Bank (Q.P.S.C.) (incorporated as a Qatari Public Shareholding Company) GLOBAL CERTIFICATE Global Certificate No. This Global Certificate is issued in respect of the Notes (the “Notes”) of the Tranche and Series specified in Part A of the Schedule hereto of QNB Finance Ltd (the “Issuer”) and guaranteed by Qatar National Bank (Q.P.S.C.) (the “Guarantor”). This Global Certificate certifies that the person whose name is entered in the Register (the “Registered Holder”) is registered as the holder of an issue of Notes of the nominal amount, specified currency and specified denomination set out in Part A of the Schedule hereto. Interpretation and Definitions References in this Global Certificate to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the amended and restated Agency Agreement (as amended or supplemented as at the Issue Date, the “Agency Agreement”) dated 18 March 2020 between the Issuer, the Guarantor, The Bank of New York Mellon, acting through its London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this Global Certificate (including the supplemental definitions and any modifications or additions set out in Part A of the Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this Global Certificate shall have the meanings given to them in the Conditions or the Agency Agreement.

Appears in 1 contract

Samples: Agency Agreement

Issuer’s Options. Any option of the Issuer provided for in the Conditions shall be exercised by the Issuer giving notice to the Noteholders within the time limits set out in and containing the information required by the Conditions, except that the notice shall not be required to contain the serial numbers of Notes drawn in the case of a partial exercise of an option and accordingly no drawing of Notes shall be required. Noteholders’ Options Any option of the Noteholders provided for in the Conditions may be exercised by the holder of this permanent Global Note giving notice to the Fiscal Agent Issuer within the time limits relating to the deposit of Notes with a Paying Agent set out in the Conditions, in accordance with the rules and procedures of Euroclear and Clearstream, Luxembourg and any Alternative Clearing System, as applicable, failing which, Conditions substantially in the form of the redemption notice available from any Paying Agent Agent, except that the notice shall not be required to contain the certificate numbers of the Notes in respect of which the option has been exercised, and stating the nominal principal amount of Notes in respect of which the option is exercised and at the same time presenting this permanent Global Note to the Fiscal Agent, or to a Paying Agent acting on behalf of the Fiscal Agent, for notation accordingly in the Fourth Schedule hereto. Events of Default The holder hereof may from time to time exercise the right to declare Notes represented by this permanent Global Note due and payable following an Event of Default in accordance with the Conditions by stating in a notice given to the Fiscal Agent the nominal principal amount of Notes (which may be less than the outstanding nominal principal amount hereof) to which such notice relates. If principal in respect of any Notes is not paid when due (but subject as provided below), the holder of this permanent Global Note may from time to time elect that Direct Rights under the provisions of (and as defined in) the amended and restated Deed of Covenant (as supplemented and/or amended as at the Issue Date, the “Deed of Covenant”) executed by the Issuer and the Guarantor as of 18 25 March 2020 2021 (a copy of which is available for inspection at the specified office of the Fiscal Agent and which each of the Issuer and the Guarantor acknowledges to apply to the Notes represented by this permanent Global Note) shall come into effect in respect of a nominal principal amount of Notes up to the aggregate nominal principal amount in respect of which such failure to pay principal has occurred. Such election shall be made by notice to the Fiscal Agent and presentation of this permanent Global Note to or to the order of the Fiscal Agent for reduction of the nominal principal amount of Notes represented by this permanent Global Note by such amount as may be stated in such notice by endorsement in Part I of the First Schedule hereto and a corresponding endorsement in Part II of the First Schedule hereto of such nominal principal amount of Notes formerly represented hereby as the nominal principal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant. Upon each such notice being given, this permanent Global Note shall become void to the extent of the nominal principal amount stated in such notice, save to the extent that the appropriate Direct Rights shall fail to take effect, for whatever reason. No such election may however be made on or before an Exchange Date unless the holder elects in such notice that the exchange for such Notes shall no longer take place. Notices Notices required to be given in respect of the Notes represented by this permanent Global Note may be given by their being delivered (so long as this permanent Global Note is held on behalf of Euroclear, Clearstream, Luxembourg or any other clearing system) to Euroclear, Clearstream, Luxembourg or such other clearing system, as the case may be, or otherwise to the holder of this permanent Global Note, rather than by publication as required by the Conditions, except that, that so long as the Notes are listed and/or admitted to tradingon the Luxembourg Stock Exchange and the rules of that exchange so require, notices required to be given to the holders pursuant to the Conditions shall also be published either on the website of the Luxembourg Stock Exchange (if such publication is requiredxxx.xxxxxx.xx) or in a manner leading newspaper having general circulation in Luxembourg (which complies with is expected to be the rules and regulations of any stock exchange or other relevant authority on which the Notes are listed and/or admitted to tradingLuxemburger Wort). Negotiability This permanent Global Note is a bearer document and negotiable and accordingly: 1 is freely transferable by delivery and such transfer shall operate to confer upon the transferee all rights and benefits appertaining hereto and to bind the transferee with all obligations appertaining hereto pursuant to the Conditions; 2 the holder of this permanent Global Note is and shall be absolutely entitled as against all previous holders to receive all amounts by way of amounts payable upon redemption, interest or otherwise payable in respect of this permanent Global Note and the Issuer has waived against such holder and any previous holder of this permanent Global Note all rights of set-off or counterclaim that would or might otherwise be available to it in respect of the obligations evidenced by this Global Note; and 3 payment upon due presentation of this permanent Global Note as provided herein shall operate as a good discharge against such holder and all previous holders of this permanent Global Note. No provisions of this permanent Global Note shall alter or impair the obligation of the Issuer and the Guarantor to pay the principal and premium of and interest on the Notes when due in accordance with the Conditions and the amended and restated Deed of Guarantee (as supplemented and/or amended as at the Issue Date) executed by the Guarantor as of 18 March 2020Conditions. This permanent Global Note shall not be valid or become obligatory for any purpose until authenticated by or on behalf of the Fiscal Agent. This permanent Global Note and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law. In witness whereof the Issuer has caused this permanent Global Note to be duly signed on its behalf. Dated as of the Issue Date. QNB FINANCE LTD MERLIN PROPERTIES, SOCIMI, S.A. By: Name: Certificate of Authentication This permanent Global Note is authenticated in Luxembourg by or on behalf of the Fiscal Agent. THE BANK OF NEW YORK MELLON, ACTING THROUGH ITS LONDON BRANCH SOCIETE GENERALE LUXEMBOURG as Fiscal Agent By: Name: Authorised Signatory For the purposes of authentication only. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. The First Schedule Part I Nominal Principal Amount of Notes Represented by this Permanent Global Note The following (i) issues of Notes initially represented by this permanent Global Note, (ii) exchanges of interests in a temporary Global Note for interests in this permanent Global Note, (iii) exchanges of the whole or a part of this permanent Global Note for Definitive Notes or for Direct Rights under the Deed of Covenant, (iv) cancellations or forfeitures of interests in this permanent Global Note and/or (v) payments of amounts payable upon redemption in respect of this permanent Global Note have been made, resulting in the nominal principal amount of this permanent Global Note specified in the latest entry in the fourth column: Date Amount of increase/decrease in nominal principal amount of this permanent Global Note Reason for increase/decreas e decrease in nominal principal amount of this permanent Global Note (initial issue, exchange, cancellation, forfeiture or payment, stating amount of payment made) Nominal Principal Amount of this permanent Global Note following such increase/decrease Notation made by or on behalf of the Fiscal Agent Part II Direct Rights The nominal principal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant is shown by the latest entry in the third column below: Date Amount of increase in nominal principal amount of Notes in respect of which Direct Rights have arisen Initial nominal principal amount and nominal principal amount following such increase Notation by or on behalf of the Fiscal Agent (other than in respect of initial nominal principal amount) Issue Date Not applicable zero Not applicable The Second Schedule Payments of Interest The following payments of interest or Interest Amount in respect of this Permanent Global Note have been made: Due date of payment Date of payment Amount of interest Notation made by or on behalf of the Fiscal Agent The Third Schedule [INSERT THE PROVISIONS OF THE RELEVANT FINAL TERMS THAT RELATE TO THE CONDITIONS OR THE GLOBAL NOTES AS THE THIRD SCHEDULE] The Fourth Schedule Exercise of Noteholders’ Option The following exercises of the option of the Noteholders provided for in the Conditions have been made in respect of the stated nominal principal amount of this permanent Global Note: Date of exercise Nominal Principal Amount of this permanent Global Note in respect of which exercise is made Date on which exercise of such option is effective Notation made by or on behalf of the Fiscal Agent Schedule 1 Part C C‌ Form of NGN Temporary Global Certificate QNB FINANCE LTD Note MERLIN PROPERTIES, SOCIMI, S.A. (incorporated as an exempted company with a limited liability under company (sociedad anónima) in the laws Kingdom of the Cayman IslandsSpain) U.S.$17,500,000,000 Euro Medium Term Note Programme guaranteed by Qatar National Bank (Q.P.S.C.) (incorporated as a Qatari Public Shareholding Company) TEMPORARY GLOBAL CERTIFICATE NOTE Temporary Global Certificate Note No. [●] This temporary Global Certificate Note is issued in respect of the Notes (the “Notes”) of the Tranche and Series specified in Part A of the Schedule hereto of QNB Finance Ltd Merlin Properties, SOCIMI, S.A. (the “Issuer”) and guaranteed by Qatar National Bank (Q.P.S.C.) (the “Guarantor”). This Global Certificate certifies that the person whose name is entered in the Register (the “Registered Holder”) is registered as the holder of an issue of Notes of the nominal amount, specified currency and specified denomination set out in Part A of the Schedule hereto. Interpretation and Definitions References in this Global Certificate to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the amended and restated Agency Agreement (as amended or supplemented as at the Issue Date, the “Agency Agreement”) dated 18 March 2020 between the Issuer, the Guarantor, The Bank of New York Mellon, acting through its London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this Global Certificate (including the supplemental definitions and any modifications or additions set out in Part A of the Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this Global Certificate shall have the meanings given to them in the Conditions or the Agency Agreement.

Appears in 1 contract

Samples: Agency Agreement

Issuer’s Options. Any option of the Issuer provided for in the Conditions shall be exercised by the Issuer giving notice to the Noteholders within the time limits set out in and containing the information required by the Conditions, except that the notice shall not be required to contain the serial numbers of Notes drawn in the case of a partial exercise of an option and accordingly no drawing of Notes shall be required. Noteholders’ Options Any option of the Noteholders provided for in the Conditions may be exercised by the holder of this permanent Permanent Global Note giving notice to the Fiscal Agent within the time limits relating to the deposit of Notes with a Paying Agent set out in the Conditions, in accordance with the rules and procedures of Euroclear and Clearstream, Luxembourg and any Alternative Clearing System, as applicable, failing which, Conditions substantially in the form of the redemption notice available from any Paying Agent Agent, except that the notice shall not be required to contain the certificate numbers of the Notes in respect of which the option has been exercised, and stating the nominal amount of Notes in respect of which the option is exercised and at the same time presenting this permanent Permanent Global Note to the Fiscal Agent, or to a Paying Agent acting on behalf of the Fiscal Agent, for notation accordingly in the Fourth Schedule hereto. Events of Default The holder hereof may from time to time exercise the right to declare Notes represented by this permanent Permanent Global Note due and payable following an Event of Default in accordance with the Conditions by stating in a notice given to the Fiscal Agent the nominal amount of Notes (which may be less than the outstanding nominal amount hereof) to which such notice relates. If principal in respect of any Notes is not paid when due (but subject as provided below), the holder of this permanent Permanent Global Note may from time to time elect that Direct Rights under the provisions of (and as defined in) the amended Amended and restated Restated Deed of Covenant (as supplemented and/or amended and restated as at the Issue Date, the “Deed of Covenant”) executed by by, inter alios, the Issuer and the Guarantor as of 18 March 2020 4 August 2021 (a copy of which is available for inspection at the specified office Specified Office of the Fiscal Agent and which each of the Issuer and the Guarantor acknowledges to apply to the Notes represented by this permanent Permanent Global Note) shall come into effect in respect of a nominal amount of Notes up to the aggregate nominal amount in respect of which such failure to pay principal has occurred. Such election shall be made by notice to the Fiscal Agent and presentation of this permanent Permanent Global Note to or to the order of the Fiscal Agent for reduction of the nominal amount of Notes represented by this permanent Permanent Global Note by such amount as may be stated in such notice by endorsement in Part I of the First Schedule hereto and a corresponding endorsement in Part II of the First Schedule hereto of such nominal amount of Notes formerly represented hereby as the nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant. Upon each such notice being given, this permanent Permanent Global Note shall become void to the extent of the nominal amount stated in such notice, save to the extent that the appropriate Direct Rights shall fail to take effect, for whatever reason. No such election may however be made on or before an Exchange Date unless the holder elects in such notice that the exchange for such Notes shall no longer take place. Notices Notices required to be given in respect of the Notes represented by this permanent Global Note may be given by their being delivered (so long as this permanent Global Note is held on behalf of Euroclear, Clearstream, Luxembourg or any other clearing system) to Euroclear, Clearstream, Luxembourg or such other clearing system, as the case may be, or otherwise to the holder of this permanent Global Note, rather than by publication as required by the Conditions, except that, so long as the Notes are listed and/or admitted to trading, notices required to be given to the holders pursuant to the Conditions shall also be published (if such publication is required) in a manner which complies with the rules and regulations of any stock exchange or other relevant authority on which the Notes are listed and/or admitted to trading. Negotiability This permanent Global Note is a bearer document and negotiable and accordingly: 1 is freely transferable by delivery and such transfer shall operate to confer upon the transferee all rights and benefits appertaining hereto and to bind the transferee with all obligations appertaining hereto pursuant to the Conditions; 2 the holder of this permanent Global Note is and shall be absolutely entitled as against all previous holders to receive all amounts by way of amounts payable upon redemption, interest or otherwise payable in respect of this permanent Global Note and the Issuer has waived against such holder and any previous holder of this permanent Global Note all rights of set-off or counterclaim that would or might otherwise be available to it in respect of the obligations evidenced by this Global Note; and 3 payment upon due presentation of this permanent Global Note as provided herein shall operate as a good discharge against such holder and all previous holders of this permanent Global Note. No provisions of this permanent Global Note shall alter or impair the obligation of the Issuer and the Guarantor to pay the principal and premium of and interest on the Notes when due in accordance with the Conditions and the amended and restated Deed of Guarantee (as supplemented and/or amended as at the Issue Date) executed by the Guarantor as of 18 March 2020. This permanent Global Note shall not be valid or become obligatory for any purpose until authenticated by or on behalf of the Fiscal Agent. This permanent Global Note and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law. In witness whereof the Issuer has caused this permanent Global Note to be duly signed on its behalf. Dated as of the Issue Date. QNB FINANCE LTD By: Name: Certificate of Authentication This permanent Global Note is authenticated by or on behalf of the Fiscal Agent. THE BANK OF NEW YORK MELLON, ACTING THROUGH ITS LONDON BRANCH as Fiscal Agent By: Name: Authorised Signatory For the purposes of authentication only. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. The First Schedule Part I Nominal Amount of Notes Represented by this Permanent Global Note The following (i) issues of Notes initially represented by this permanent Global Note, (ii) exchanges of interests in a temporary Global Note for interests in this permanent Global Note, (iii) exchanges of the whole or a part of this permanent Global Note for Definitive Notes or for Direct Rights under the Deed of Covenant, (iv) cancellations or forfeitures of interests in this permanent Global Note and/or (v) payments of amounts payable upon redemption in respect of this permanent Global Note have been made, resulting in the nominal amount of this permanent Global Note specified in the latest entry in the fourth column: Date Amount of increase/decrease in nominal amount of this permanent Global Note Reason for increase/decreas e in nominal amount of this permanent Global Note (initial issue, exchange, cancellation, forfeiture or payment, stating amount of payment made) Nominal Amount of this permanent Global Note following such increase/decrease Notation made by or on behalf of the Fiscal Agent Part II Direct Rights The nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant is shown by the latest entry in the third column below: Date Amount of increase in nominal amount of Notes in respect of which Direct Rights have arisen Initial nominal amount and nominal amount following such increase Notation by or on behalf of the Fiscal Agent (other than in respect of initial nominal amount) Issue Date Not applicable zero Not applicable The Second Schedule Payments of Interest The following payments of interest or Interest Amount in respect of this Permanent Global Note have been made: Due date of payment Date of payment Amount of interest Notation made by or on behalf of the Fiscal Agent The Third Schedule [INSERT THE PROVISIONS OF THE RELEVANT FINAL TERMS THAT RELATE TO THE CONDITIONS OR THE GLOBAL NOTES AS THE THIRD SCHEDULE] The Fourth Schedule Exercise of Noteholders’ Option The following exercises of the option of the Noteholders provided for in the Conditions have been made in respect of the stated nominal amount of this permanent Global Note: Date of exercise Nominal Amount of this permanent Global Note in respect of which exercise is made Date on which exercise of such option is effective Notation made by or on behalf of the Fiscal Agent Schedule 1 Part C Form of Global Certificate QNB FINANCE LTD (incorporated as an exempted company with limited liability under the laws of the Cayman Islands) U.S.$17,500,000,000 Medium Term Note Programme guaranteed by Qatar National Bank (Q.P.S.C.) (incorporated as a Qatari Public Shareholding Company) GLOBAL CERTIFICATE Global Certificate No. This Global Certificate is issued in respect of the Notes (the “Notes”) of the Tranche and Series specified in Part A of the Schedule hereto of QNB Finance Ltd (the “Issuer”) and guaranteed by Qatar National Bank (Q.P.S.C.) (the “Guarantor”). This Global Certificate certifies that the person whose name is entered in the Register (the “Registered Holder”) is registered as the holder of an issue of Notes of the nominal amount, specified currency and specified denomination set out in Part A of the Schedule hereto. Interpretation and Definitions References in this Global Certificate to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the amended and restated Agency Agreement (as amended or supplemented as at the Issue Date, the “Agency Agreement”) dated 18 March 2020 between the Issuer, the Guarantor, The Bank of New York Mellon, acting through its London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this Global Certificate (including the supplemental definitions and any modifications or additions set out in Part A of the Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this Global Certificate shall have the meanings given to them in the Conditions or the Agency Agreement.

Appears in 1 contract

Samples: Agency Agreement

Issuer’s Options. Any option of the Issuer provided for in the Conditions shall be exercised by the Issuer in accordance with applicable law giving notice to the Noteholders within the time limits set out in and containing the information required by the Conditions, except that the notice shall not be required to contain the serial certificate numbers of Notes drawn in the case of a partial exercise of an option and accordingly no drawing of Notes shall be required. Noteholders’ Options Any option of the Noteholders provided for in the Conditions may be exercised by the holder of this permanent Temporary Global Note in accordance with applicable law giving notice to the Fiscal Agent within the time limits relating to the deposit of Notes with a Paying Agent set out in the Conditions, in accordance with the rules and procedures of Euroclear and Clearstream, Luxembourg and any Alternative Clearing System, as applicable, failing which, Conditions substantially in the form of the redemption notice available from any Paying Agent Agent, except that the notice shall not be required to contain the certificate numbers of the Notes in respect of which the option has been exercised, and stating the nominal amount of Notes in respect of which the option is exercised and at the same time presenting this permanent Temporary Global Note to the Fiscal Agent, or to a Paying Agent acting on behalf of the Fiscal Agent, for notation accordingly in the Fourth Schedule hereto. Events of Default The holder hereof may from time to time exercise the right to declare Notes represented by this permanent Temporary Global Note due and payable following an Event of Default in accordance with the Conditions by stating in a notice given to the Fiscal Agent the nominal amount of Notes (which may be less than the outstanding nominal amount hereof) to which such notice relates. If principal in respect of any Notes is not paid when due (but subject as provided belowtaking into account any applicable grace period), the holder of this permanent Temporary Global Note may (but subject as provided below) from time to time elect that Direct Rights under the provisions of (and as defined in) the amended Amended and restated Restated Deed of Covenant (as supplemented and/or amended as at the Issue Dateand supplemented, the “Deed of Covenant”) executed by the Issuer and the Guarantor as of 18 March 2020 on 12 October 2021 (a copy of which is available for inspection at the specified office offices of each of the Principal Paying Agent and the Fiscal Agent and which each of the Issuer and the Guarantor acknowledges to apply to the Notes represented by this permanent Temporary Global Note) shall come into effect in respect of a nominal amount of Notes up to the aggregate nominal amount in respect of which such failure to pay principal has occurred. Such election shall be made by notice to the Fiscal Agent and presentation of this permanent Temporary Global Note to or to the order of the Fiscal Agent for reduction of the nominal amount of Notes represented by this permanent Temporary Global Note by such amount as may be stated in such notice by endorsement in Part I of the First Schedule hereto and a corresponding endorsement in Part II of the First Schedule hereto of such nominal amount of Notes formerly represented hereby as the nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant. Upon each such notice being given, this permanent Temporary Global Note shall become void to the extent of the nominal amount stated in such notice, save to the extent that the appropriate Direct Rights shall fail to take effect, for whatever reason. No such election may however be made on or before an the Exchange Date unless the holder elects in such notice that the exchange for such Notes shall no longer take place. Notices Notices required to be given in respect of the Notes represented by this permanent Global Note may be given by their being delivered (so long as this permanent Global Note is held on behalf of Euroclear, Clearstream, Luxembourg or any other clearing system) to Euroclear, Clearstream, Luxembourg or such other clearing system, as the case may be, or otherwise to the holder of this permanent Global Note, rather than by publication as required by the Conditions, except that, so long as the Notes are listed and/or admitted to trading, notices required to be given to the holders pursuant to the Conditions shall also be published (if such publication is required) in a manner which complies with the rules and regulations of any stock exchange or other relevant authority on which the Notes are listed and/or admitted to trading. Negotiability This permanent Global Note is a bearer document and negotiable and accordingly: 1 is freely transferable by delivery and such transfer shall operate to confer upon the transferee all rights and benefits appertaining hereto and to bind the transferee with all obligations appertaining hereto pursuant to the Conditions; 2 the holder of this permanent Global Note is and shall be absolutely entitled as against all previous holders to receive all amounts by way of amounts payable upon redemption, interest or otherwise payable in respect of this permanent Global Note and the Issuer has waived against such holder and any previous holder of this permanent Global Note all rights of set-off or counterclaim that would or might otherwise be available to it in respect of the obligations evidenced by this Global Note; and 3 payment upon due presentation of this permanent Global Note as provided herein shall operate as a good discharge against such holder and all previous holders of this permanent Global Note. No provisions of this permanent Global Note shall alter or impair the obligation of the Issuer and the Guarantor to pay the principal and premium of and interest on the Notes when due in accordance with the Conditions and the amended and restated Deed of Guarantee (as supplemented and/or amended as at the Issue Date) executed by the Guarantor as of 18 March 2020. This permanent Global Note shall not be valid or become obligatory for any purpose until authenticated by or on behalf of the Fiscal Agent. This permanent Global Note and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law. In witness whereof the Issuer has caused this permanent Global Note to be duly signed on its behalf. Dated as of the Issue Date. QNB FINANCE LTD By: Name: Certificate of Authentication This permanent Global Note is authenticated by or on behalf of the Fiscal Agent. THE BANK OF NEW YORK MELLON, ACTING THROUGH ITS LONDON BRANCH as Fiscal Agent By: Name: Authorised Signatory For the purposes of authentication only. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. The First Schedule Part I Nominal Amount of Notes Represented by this Permanent Global Note The following (i) issues of Notes initially represented by this permanent Global Note, (ii) exchanges of interests in a temporary Global Note for interests in this permanent Global Note, (iii) exchanges of the whole or a part of this permanent Global Note for Definitive Notes or for Direct Rights under the Deed of Covenant, (iv) cancellations or forfeitures of interests in this permanent Global Note and/or (v) payments of amounts payable upon redemption in respect of this permanent Global Note have been made, resulting in the nominal amount of this permanent Global Note specified in the latest entry in the fourth column: Date Amount of increase/decrease in nominal amount of this permanent Global Note Reason for increase/decreas e in nominal amount of this permanent Global Note (initial issue, exchange, cancellation, forfeiture or payment, stating amount of payment made) Nominal Amount of this permanent Global Note following such increase/decrease Notation made by or on behalf of the Fiscal Agent Part II Direct Rights The nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant is shown by the latest entry in the third column below: Date Amount of increase in nominal amount of Notes in respect of which Direct Rights have arisen Initial nominal amount and nominal amount following such increase Notation by or on behalf of the Fiscal Agent (other than in respect of initial nominal amount) Issue Date Not applicable zero Not applicable The Second Schedule Payments of Interest The following payments of interest or Interest Amount in respect of this Permanent Global Note have been made: Due date of payment Date of payment Amount of interest Notation made by or on behalf of the Fiscal Agent The Third Schedule [INSERT THE PROVISIONS OF THE RELEVANT FINAL TERMS THAT RELATE TO THE CONDITIONS OR THE GLOBAL NOTES AS THE THIRD SCHEDULE] The Fourth Schedule Exercise of Noteholders’ Option The following exercises of the option of the Noteholders provided for in the Conditions have been made in respect of the stated nominal amount of this permanent Global Note: Date of exercise Nominal Amount of this permanent Global Note in respect of which exercise is made Date on which exercise of such option is effective Notation made by or on behalf of the Fiscal Agent Schedule 1 Part C Form of Global Certificate QNB FINANCE LTD (incorporated as an exempted company with limited liability under the laws of the Cayman Islands) U.S.$17,500,000,000 Medium Term Note Programme guaranteed by Qatar National Bank (Q.P.S.C.) (incorporated as a Qatari Public Shareholding Company) GLOBAL CERTIFICATE Global Certificate No. This Global Certificate is issued in respect of the Notes (the “Notes”) of the Tranche and Series specified in Part A of the Schedule hereto of QNB Finance Ltd (the “Issuer”) and guaranteed by Qatar National Bank (Q.P.S.C.) (the “Guarantor”). This Global Certificate certifies that the person whose name is entered in the Register (the “Registered Holder”) is registered as the holder of an issue of Notes of the nominal amount, specified currency and specified denomination set out in Part A of the Schedule hereto. Interpretation and Definitions References in this Global Certificate to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the amended and restated Agency Agreement (as amended or supplemented as at the Issue Date, the “Agency Agreement”) dated 18 March 2020 between the Issuer, the Guarantor, The Bank of New York Mellon, acting through its London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this Global Certificate (including the supplemental definitions and any modifications or additions set out in Part A of the Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this Global Certificate shall have the meanings given to them in the Conditions or the Agency Agreement.

Appears in 1 contract

Samples: Agency Agreement

Issuer’s Options. Any option of the Issuer provided for in the Conditions shall be exercised by the Issuer giving notice to the Noteholders within the time limits set out in and containing the information required by the Conditions, except that the notice shall not be required to contain the serial numbers of Notes drawn in the case of a partial exercise of an option and accordingly no drawing of Notes shall be required. Noteholders’ Options Any option of the Noteholders provided for in the Conditions may be exercised by the holder of this permanent Global Note giving notice to the Fiscal Issuing and Paying Agent within the time limits relating to the deposit of Notes with a Paying Agent set out in the Conditions, in accordance with the rules and procedures of Euroclear and Clearstream, Luxembourg and any Alternative Clearing System, as applicable, failing which, Conditions substantially in the form of the redemption notice available from any Paying Agent Agent, except that the notice shall not be required to contain the certificate numbers of the Notes in respect of which the option has been exercised, and stating the nominal amount of Notes in respect of which the option is exercised and at the same time presenting this permanent Global Note to the Fiscal Issuing and Paying Agent, or to a Paying Agent acting on behalf of the Fiscal Issuing and Paying Agent, for notation accordingly in the Fourth Schedule hereto. Events of Default The holder hereof may from time to time exercise the right to declare Notes represented by this permanent Global Note due and payable following an Event of Default in accordance with the Conditions by stating in a notice given to the Fiscal Agent the nominal amount of Notes (which may be less than the outstanding nominal amount hereof) to which such notice relates. If principal in respect of any Notes is not paid when due (but subject as provided below), the holder of this permanent Global Note may from time to time elect that Direct Rights under the provisions of (and as defined in) the amended and restated Deed of Covenant (as supplemented and/or amended as at the Issue Date, the “Deed of Covenant”) executed by the Issuer and the Guarantor as of 18 March 2020 (a copy of which is available for inspection at the specified office of the Fiscal Agent and which each of the Issuer and the Guarantor acknowledges to apply to the Notes represented by this permanent Global Note) shall come into effect in respect of a nominal amount of Notes up to the aggregate nominal amount in respect of which such failure to pay principal has occurred. Such election shall be made by notice to the Fiscal Agent and presentation of this permanent Global Note to or to the order of the Fiscal Agent for reduction of the nominal amount of Notes represented by this permanent Global Note by such amount as may be stated in such notice by endorsement in Part I of the First Schedule hereto and a corresponding endorsement in Part II of the First Schedule hereto of such nominal amount of Notes formerly represented hereby as the nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant. Upon each such notice being given, this permanent Global Note shall become void to the extent of the nominal amount stated in such notice, save to the extent that the appropriate Direct Rights shall fail to take effect, for whatever reason. No such election may however be made on or before an Exchange Date unless the holder elects in such notice that the exchange for such Notes shall no longer take place. Notices Notices required to be given in respect of the Notes represented by this permanent Global Note may be given by their being delivered (so long as this permanent Global Note is held on behalf of Euroclear, Clearstream, Luxembourg or any other clearing system) to Euroclear, Clearstream, Luxembourg or such other clearing system, as the case may be, or otherwise to the holder of this permanent Global Note, rather than by publication as required by the Conditions, except that, so long as the Notes are listed and/or admitted to trading, notices required to be given to the holders pursuant to the Conditions shall also be published (if such publication is required) in a manner which complies with the rules and regulations of any stock exchange or other relevant authority on which the Notes are listed and/or admitted to trading. Negotiability This permanent Global Note is a bearer document and negotiable and accordingly: 1 is freely transferable by delivery and such transfer shall operate to confer upon the transferee all rights and benefits appertaining hereto and to bind the transferee with all obligations appertaining hereto pursuant to the Conditions; Conditions 2 the holder of this permanent Global Note is and shall be absolutely entitled as against all previous holders to receive all amounts by way of amounts payable upon redemption, interest or otherwise payable in respect of this permanent Global Note and the Issuer has waived against such holder and any previous holder of this permanent Global Note all rights of set-off or counterclaim that would or might otherwise be available to it in respect of the obligations evidenced by this Global Note; Note and 3 payment upon due presentation of this permanent Global Note as provided herein shall operate as a good discharge against such holder and all previous holders of this permanent Global Note. No provisions of this permanent Global Note shall alter or impair the obligation of the Issuer and the Guarantor to pay the principal and premium of and interest on the Notes when due in accordance with the Conditions and the amended and restated Deed of Guarantee (as supplemented and/or amended as at the Issue Date) executed by the Guarantor as of 18 March 2020Conditions. This permanent Global Note shall not be valid or become obligatory for any purpose until authenticated by or on behalf of the Fiscal Issuing and Paying Agent. This permanent Global Note and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law. In witness whereof the Issuer has caused this permanent Global Note to be duly signed on its behalf. Dated as of the Issue Date. QNB FINANCE LTD ENQUEST PLC By: Name: Certificate of Authentication CERTIFICATE OF AUTHENTICATION This permanent Global Note is authenticated by or on behalf of the Fiscal Issuing and Paying Agent. THE BANK OF NEW YORK MELLON, ACTING THROUGH ITS LONDON BRANCH as Fiscal Agent By: Name: Authorised Signatory For the purposes of authentication only. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. The First Schedule Part I Nominal Amount of Notes Represented by this Permanent Global Note The following (i) issues of Notes initially represented by this permanent Global Note, (ii) exchanges of interests in a temporary Global Note for interests in this permanent Global Note, (iii) exchanges of the whole or a part of this permanent Global Note for Definitive Notes or for Direct Rights under the Deed of Covenant, (iv) cancellations or forfeitures of interests in this permanent Global Note and/or (v) payments of amounts payable upon redemption in respect of this permanent Global Note have been made, resulting in the nominal amount of this permanent Global Note specified in the latest entry in the fourth column: Date Amount of increase/decrease in nominal amount of this permanent Global Note Reason for increase/decreas e in nominal amount of this permanent Global Note (initial issue, exchange, cancellation, forfeiture or payment, stating amount of payment made) Nominal Amount of this permanent Global Note following such increase/decrease Notation made by or on behalf of the Fiscal Agent Part II Direct Rights The nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant is shown by the latest entry in the third column below: Date Amount of increase in nominal amount of Notes in respect of which Direct Rights have arisen Initial nominal amount and nominal amount following such increase Notation by or on behalf of the Fiscal Agent (other than in respect of initial nominal amount) Issue Date Not applicable zero Not applicable The Second Schedule Payments of Interest The following payments of interest or Interest Amount in respect of this Permanent Global Note have been made: Due date of payment Date of payment Amount of interest Notation made by or on behalf of the Fiscal Agent The Third Schedule [INSERT THE PROVISIONS OF THE RELEVANT FINAL TERMS THAT RELATE TO THE CONDITIONS OR THE GLOBAL NOTES AS THE THIRD SCHEDULE] The Fourth Schedule Exercise of Noteholders’ Option The following exercises of the option of the Noteholders provided for in the Conditions have been made in respect of the stated nominal amount of this permanent Global Note: Date of exercise Nominal Amount of this permanent Global Note in respect of which exercise is made Date on which exercise of such option is effective Notation made by or on behalf of the Fiscal Agent Schedule 1 Part C Form of Global Certificate QNB FINANCE LTD (incorporated as an exempted company with limited liability under the laws of the Cayman Islands) U.S.$17,500,000,000 Medium Term Note Programme guaranteed by Qatar National Bank (Q.P.S.C.) (incorporated as a Qatari Public Shareholding Company) GLOBAL CERTIFICATE Global Certificate No. This Global Certificate is issued in respect of the Notes (the “Notes”) of the Tranche and Series specified in Part A of the Schedule hereto of QNB Finance Ltd (the “Issuer”) and guaranteed by Qatar National Bank (Q.P.S.C.) (the “Guarantor”). This Global Certificate certifies that the person whose name is entered in the Register (the “Registered Holder”) is registered as the holder of an issue of Notes of the nominal amount, specified currency and specified denomination set out in Part A of the Schedule hereto. Interpretation and Definitions References in this Global Certificate to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the amended and restated Agency Agreement (as amended or supplemented as at the Issue Date, the “Agency Agreement”) dated 18 March 2020 between the Issuer, the Guarantor, The Bank of New York Mellon, acting through its London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this Global Certificate (including the supplemental definitions and any modifications or additions set out in Part A of the Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this Global Certificate shall have the meanings given to them in the Conditions or the Agency Agreement.

Appears in 1 contract

Samples: www.enquest.com

Issuer’s Options. Any option of the Issuer provided for in the Conditions shall be exercised by the Issuer giving notice to the Noteholders within the time limits set out in and containing the information required by the Conditions, except that the notice shall not be required to contain the serial numbers of Notes drawn in the case of a partial exercise of an option and accordingly no drawing of Notes shall be required. Noteholders’ Options Any option of the Noteholders provided for in the Conditions may be exercised by the holder of this permanent Global Note giving notice to the Fiscal Agent within the time limits relating to the deposit of Notes with a Paying Agent set out in the Conditions, in accordance with the rules and procedures of Euroclear and Clearstream, Luxembourg and any Alternative Clearing System, as applicable, failing which, Conditions substantially in the form of the redemption notice available from any Paying Agent Agent, except that the notice shall not be required to contain the certificate numbers of the Notes in respect of which the option has been exercised, and stating the nominal amount of Notes in respect of which the option is exercised and at the same time presenting this permanent Global Note to the Fiscal Agent, or to a Paying Agent acting on behalf of the Fiscal Agent, for notation accordingly in the Fourth Schedule hereto. Events of Default The holder hereof may from time to time exercise the right to declare Notes represented by this permanent Global Note due and payable following an Event of Default in accordance with the Conditions by stating in a notice given to the Fiscal Agent the nominal amount of Notes (which may be less than the outstanding nominal amount hereof) to which such notice relates. If principal in respect of any Notes is not paid when due (but subject as provided below), the holder of this permanent Global Note may from time to time elect that Direct Rights under the provisions of (and as defined in) the amended and restated Deed of Covenant (as supplemented and/or amended as at the Issue Date, the “Deed of Covenant”) executed by the Issuer and the Guarantor as of 18 March 2020 28 September 2021 (a copy of which is available for inspection at the specified office of the Fiscal Agent and which each of the Issuer and the Guarantor acknowledges to apply to the Notes represented by this permanent Global Note) shall come into effect in respect of a nominal amount of Notes up to the aggregate nominal amount in respect of which such failure to pay principal has occurred. Such election shall be made by notice to the Fiscal Agent and presentation of this permanent Global Note to or to the order of the Fiscal Agent for reduction of the nominal amount of Notes represented by this permanent Global Note by such amount as may be stated in such notice by endorsement in Part I of the First Schedule hereto and a corresponding endorsement in Part II of the First Schedule hereto of such nominal amount of Notes formerly represented hereby as the nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant. Upon each such notice being given, this permanent Global Note shall become void to the extent of the nominal amount stated in such notice, save to the extent that the appropriate Direct Rights shall fail to take effect, for whatever reason. No such election may however be made on or before an Exchange Date unless the holder elects in such notice that the exchange for such Notes shall no longer take place. Notices Notices required to be given in respect of the Notes represented by this permanent Global Note may be given by their being delivered (so long as this permanent Global Note is held on behalf of Euroclear, Clearstream, Luxembourg or any other clearing system) to Euroclear, Clearstream, Luxembourg or such other clearing system, as the case may be, or otherwise to the holder of this permanent Global Note, rather than by publication as required by the Conditions, except that, that so long as the Notes are listed and/or admitted to tradingon Euronext Dublin and the rules of that exchange so require, notices required to be given to the holders pursuant to the Conditions shall also be published either on the website of Euronext Dublin (if such publication is required) in a manner which complies with the rules and regulations of any stock exchange or other relevant authority on which the Notes are listed and/or admitted to tradingxxxxx://xxxx.xxxxxxxx.xxx/)). Negotiability This permanent Global Note is a bearer document and negotiable and accordingly: 1 is freely transferable by delivery and such transfer shall operate to confer upon the transferee all rights and benefits appertaining hereto and to bind the transferee with all obligations appertaining hereto pursuant to the Conditions; Conditions 2 the holder of this permanent Global Note is and shall be absolutely entitled as against all previous holders to receive all amounts by way of amounts payable upon redemption, interest or otherwise payable in respect of this permanent Global Note and the Issuer has waived against such holder and any previous holder of this permanent Global Note all rights of set-off or counterclaim that would or might otherwise be available to it in respect of the obligations evidenced by this Global Note; Note and 3 payment upon due presentation of this permanent Global Note as provided herein shall operate as a good discharge against such holder and all previous holders of this permanent Global Note. No provisions of this permanent Global Note shall alter or impair the obligation of the Issuer and the Guarantor to pay the principal and premium of and interest on the Notes when due in accordance with the Conditions and the amended and restated Deed of Guarantee (as supplemented and/or amended as at the Issue Date) executed by the Guarantor as of 18 March 2020Conditions. This permanent Global Note shall not be valid or become obligatory for any purpose until authenticated by or on behalf of the Fiscal Agent. This permanent Global Note and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law. In witness whereof the Issuer has caused this permanent Global Note to be duly signed on its behalf. Dated as of the Issue Date. QNB FINANCE LTD FNM S.p.A. By: Name: Certificate of Authentication This permanent Global Note is authenticated by or on behalf of the Fiscal Agent. THE BANK OF NEW YORK MELLON, ACTING THROUGH ITS LONDON BRANCH as Fiscal Agent By: Name: Authorised Signatory For the purposes of authentication only. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. SIGNATURE PAGE TO THE CGN PERMANENT GLOBAL NOTE The First Schedule Part I Nominal Amount of Notes Represented by this Permanent Global Note The following (i) issues of Notes initially represented by this permanent Global Note, (ii) exchanges of interests in a temporary Global Note for interests in this permanent Global Note, (iii) exchanges of the whole or a part of this permanent Global Note for Definitive Notes or for Direct Rights under the Deed of Covenant, (iv) cancellations or forfeitures of interests in this permanent Global Note and/or (v) payments of amounts payable upon redemption in respect of this permanent Global Note have been made, resulting in the nominal amount of this permanent Global Note specified in the latest entry in the fourth column: Date Amount of increase/decrease in nominal amount of this permanent Global Note Reason for increase/decreas e decrease in nominal amount of this permanent Global Note (initial issue, exchange, cancellation, forfeiture or payment, stating amount of payment made) Nominal Amount of this permanent Global Note following such increase/decrease Notation made by or on behalf of the Fiscal Agent Part II Direct Rights The nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant is shown by the latest entry in the third column below: Date Amount of increase in nominal amount of Notes in respect of which Direct Rights have arisen Initial nominal amount and nominal amount following such increase Notation by or on behalf of the Fiscal Agent (other than in respect of initial nominal amount) Issue Date Not applicable zero Not applicable The Second Schedule Payments of Interest The following payments of interest or Interest Amount in respect of this Permanent Global Note have been made: Due date of payment Date of payment Amount of interest Notation made by or on behalf of the Fiscal Agent The Third Schedule [INSERT THE PROVISIONS OF THE RELEVANT FINAL TERMS THAT RELATE TO THE CONDITIONS OR THE GLOBAL NOTES AS THE THIRD SCHEDULE] [INSERT THE RELEVANT FURTHER INFORMATION RELATING TO THE ISSUER IN THE FORM SET OUT IN PART 5 OF THE PROCEDURES MEMORANDUM] The Fourth Schedule Exercise of Noteholders’ Option The following exercises of the option of the Noteholders provided for in the Conditions have been made in respect of the stated nominal amount of this permanent Global Note: Date of exercise Nominal Amount of this permanent Global Note in respect of which exercise is made Date on which exercise of such option is effective Notation made by or on behalf of the Fiscal Agent Schedule 1 Part C Form of NGN Temporary Global Certificate QNB FINANCE LTD Note FNM S.p.A. (incorporated as an exempted company with limited liability under in the laws Republic of the Cayman Islands) U.S.$17,500,000,000 Medium Term Note Programme guaranteed by Qatar National Bank (Q.P.S.C.) (incorporated Italy as a Qatari Public Shareholding Companyjoint stock company) TEMPORARY GLOBAL CERTIFICATE NOTE Temporary Global Certificate Note No. [●] This temporary Global Certificate Note is issued in respect of the Notes (the “Notes”) of the Tranche and Series specified in Part A of the Schedule hereto of QNB Finance Ltd FNM S.p.A. (the “Issuer”) and guaranteed by Qatar National Bank (Q.P.S.C.) (the “Guarantor”). This Global Certificate certifies that the person whose name is entered in the Register (the “Registered Holder”) is registered as the holder of an issue of The Notes are to be deemed obbligazioni pursuant to Article 2410 et seq. of the nominal amount, specified currency and specified denomination set out in Part A of the Schedule hereto. Interpretation and Definitions References in this Global Certificate to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the amended and restated Agency Agreement (as amended or supplemented as at the Issue Date, the “Agency Agreement”) dated 18 March 2020 between the Issuer, the Guarantor, The Bank of New York Mellon, acting through its London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this Global Certificate (including the supplemental definitions and any modifications or additions set out in Part A of the Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this Global Certificate shall have the meanings given to them in the Conditions or the Agency AgreementItalian Civil Code.

Appears in 1 contract

Samples: Agency Agreement

Issuer’s Options. Any option of the Issuer provided for in the Conditions shall be exercised by the Issuer in accordance with applicable law giving notice to the Noteholders within the time limits set out in and containing the information required by the Conditions, except that the notice shall not be required to contain the serial certificate numbers of Notes drawn in the case of a partial exercise of an option and accordingly no drawing of Notes shall be required. Noteholders’ Options Any option of the Noteholders provided for in the Conditions may be exercised by the holder of this permanent Temporary Global Note in accordance with applicable law giving notice to the Fiscal Agent within the time limits relating to the deposit of Notes with a Paying Agent set out in the Conditions, in accordance with the rules and procedures of Euroclear and Clearstream, Luxembourg and any Alternative Clearing System, as applicable, failing which, Conditions substantially in the form of the redemption notice available from any Paying Agent Agent, except that the notice shall not be required to contain the certificate numbers of the Notes in respect of which the option has been exercised, and stating the nominal amount of Notes in respect of which the option is exercised and at the same time presenting this permanent Temporary Global Note to the Fiscal Agent, or to a Paying Agent acting on behalf of the Fiscal Agent, for notation accordingly in the Fourth Schedule hereto. Events of Default The holder hereof may from time to time exercise the right to declare Notes represented by this permanent Temporary Global Note due and payable following an Event of Default in accordance with the Conditions by stating in a notice given to the Fiscal Agent the nominal amount of Notes (which may be less than the outstanding nominal amount hereof) to which such notice relates. If principal in respect of any Notes is not paid when due (but subject as provided belowtaking into account any applicable grace period), the holder of this permanent Temporary Global Note may (but subject as provided below) from time to time elect that Direct Rights under the provisions of (and as defined in) the amended Amended and restated Restated Deed of Covenant (as supplemented and/or amended as at the Issue Dateand supplemented, the “Deed of Covenant”) executed by the Issuer and the Guarantor as of 18 March on 2 October 2020 (a copy of which is available for inspection at the specified office offices of each of the Principal Paying Agent and the Fiscal Agent and which each of the Issuer and the Guarantor acknowledges to apply to the Notes represented by this permanent Temporary Global Note) shall come into effect in respect of a nominal amount of Notes up to the aggregate nominal amount in respect of which such failure to pay principal has occurred. Such election shall be made by notice to the Fiscal Agent and presentation of this permanent Temporary Global Note to or to the order of the Fiscal Agent for reduction of the nominal amount of Notes represented by this permanent Temporary Global Note by such amount as may be stated in such notice by endorsement in Part I of the First Schedule hereto and a corresponding endorsement in Part II of the First Schedule hereto of such nominal amount of Notes formerly represented hereby as the nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant. Upon each such notice being given, this permanent Temporary Global Note shall become void to the extent of the nominal amount stated in such notice, save to the extent that the appropriate Direct Rights shall fail to take effect, for whatever reason. No such election may however be made on or before an the Exchange Date unless the holder elects in such notice that the exchange for such Notes shall no longer take place. Notices Notices required to be given in respect of the Notes represented by this permanent Global Note may be given by their being delivered (so long as this permanent Global Note is held on behalf of Euroclear, Clearstream, Luxembourg or any other clearing system) to Euroclear, Clearstream, Luxembourg or such other clearing system, as the case may be, or otherwise to the holder of this permanent Global Note, rather than by publication as required by the Conditions, except that, so long as the Notes are listed and/or admitted to trading, notices required to be given to the holders pursuant to the Conditions shall also be published (if such publication is required) in a manner which complies with the rules and regulations of any stock exchange or other relevant authority on which the Notes are listed and/or admitted to trading. Negotiability This permanent Global Note is a bearer document and negotiable and accordingly: 1 is freely transferable by delivery and such transfer shall operate to confer upon the transferee all rights and benefits appertaining hereto and to bind the transferee with all obligations appertaining hereto pursuant to the Conditions; 2 the holder of this permanent Global Note is and shall be absolutely entitled as against all previous holders to receive all amounts by way of amounts payable upon redemption, interest or otherwise payable in respect of this permanent Global Note and the Issuer has waived against such holder and any previous holder of this permanent Global Note all rights of set-off or counterclaim that would or might otherwise be available to it in respect of the obligations evidenced by this Global Note; and 3 payment upon due presentation of this permanent Global Note as provided herein shall operate as a good discharge against such holder and all previous holders of this permanent Global Note. No provisions of this permanent Global Note shall alter or impair the obligation of the Issuer and the Guarantor to pay the principal and premium of and interest on the Notes when due in accordance with the Conditions and the amended and restated Deed of Guarantee (as supplemented and/or amended as at the Issue Date) executed by the Guarantor as of 18 March 2020. This permanent Global Note shall not be valid or become obligatory for any purpose until authenticated by or on behalf of the Fiscal Agent. This permanent Global Note and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law. In witness whereof the Issuer has caused this permanent Global Note to be duly signed on its behalf. Dated as of the Issue Date. QNB FINANCE LTD By: Name: Certificate of Authentication This permanent Global Note is authenticated by or on behalf of the Fiscal Agent. THE BANK OF NEW YORK MELLON, ACTING THROUGH ITS LONDON BRANCH as Fiscal Agent By: Name: Authorised Signatory For the purposes of authentication only. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. The First Schedule Part I Nominal Amount of Notes Represented by this Permanent Global Note The following (i) issues of Notes initially represented by this permanent Global Note, (ii) exchanges of interests in a temporary Global Note for interests in this permanent Global Note, (iii) exchanges of the whole or a part of this permanent Global Note for Definitive Notes or for Direct Rights under the Deed of Covenant, (iv) cancellations or forfeitures of interests in this permanent Global Note and/or (v) payments of amounts payable upon redemption in respect of this permanent Global Note have been made, resulting in the nominal amount of this permanent Global Note specified in the latest entry in the fourth column: Date Amount of increase/decrease in nominal amount of this permanent Global Note Reason for increase/decreas e in nominal amount of this permanent Global Note (initial issue, exchange, cancellation, forfeiture or payment, stating amount of payment made) Nominal Amount of this permanent Global Note following such increase/decrease Notation made by or on behalf of the Fiscal Agent Part II Direct Rights The nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant is shown by the latest entry in the third column below: Date Amount of increase in nominal amount of Notes in respect of which Direct Rights have arisen Initial nominal amount and nominal amount following such increase Notation by or on behalf of the Fiscal Agent (other than in respect of initial nominal amount) Issue Date Not applicable zero Not applicable The Second Schedule Payments of Interest The following payments of interest or Interest Amount in respect of this Permanent Global Note have been made: Due date of payment Date of payment Amount of interest Notation made by or on behalf of the Fiscal Agent The Third Schedule [INSERT THE PROVISIONS OF THE RELEVANT FINAL TERMS THAT RELATE TO THE CONDITIONS OR THE GLOBAL NOTES AS THE THIRD SCHEDULE] The Fourth Schedule Exercise of Noteholders’ Option The following exercises of the option of the Noteholders provided for in the Conditions have been made in respect of the stated nominal amount of this permanent Global Note: Date of exercise Nominal Amount of this permanent Global Note in respect of which exercise is made Date on which exercise of such option is effective Notation made by or on behalf of the Fiscal Agent Schedule 1 Part C Form of Global Certificate QNB FINANCE LTD (incorporated as an exempted company with limited liability under the laws of the Cayman Islands) U.S.$17,500,000,000 Medium Term Note Programme guaranteed by Qatar National Bank (Q.P.S.C.) (incorporated as a Qatari Public Shareholding Company) GLOBAL CERTIFICATE Global Certificate No. This Global Certificate is issued in respect of the Notes (the “Notes”) of the Tranche and Series specified in Part A of the Schedule hereto of QNB Finance Ltd (the “Issuer”) and guaranteed by Qatar National Bank (Q.P.S.C.) (the “Guarantor”). This Global Certificate certifies that the person whose name is entered in the Register (the “Registered Holder”) is registered as the holder of an issue of Notes of the nominal amount, specified currency and specified denomination set out in Part A of the Schedule hereto. Interpretation and Definitions References in this Global Certificate to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the amended and restated Agency Agreement (as amended or supplemented as at the Issue Date, the “Agency Agreement”) dated 18 March 2020 between the Issuer, the Guarantor, The Bank of New York Mellon, acting through its London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this Global Certificate (including the supplemental definitions and any modifications or additions set out in Part A of the Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this Global Certificate shall have the meanings given to them in the Conditions or the Agency Agreement.

Appears in 1 contract

Samples: Agency Agreement

Issuer’s Options. Any option of the Issuer provided for in the Conditions shall be exercised by the Issuer giving notice to the Noteholders within the time limits set out in and containing the information required by the Conditions, except that the notice shall not be required to contain the serial numbers of Notes drawn in the case of a partial exercise of an option and accordingly no drawing of Notes shall be required. Noteholders’ Options Any option of the Noteholders provided for in the Conditions may be exercised by the holder of this permanent Permanent Global Note giving notice to the Fiscal Agent within the time limits relating to the deposit of Notes with a Paying Agent set out in the Conditions, in accordance with the rules and procedures of Euroclear and Clearstream, Luxembourg and any Alternative Clearing System, as applicable, failing which, Conditions substantially in the form of the redemption notice available from any Paying Agent Agent, except that the notice shall not be required to contain the certificate numbers of the Notes in respect of which the option has been exercised, and stating the nominal amount of Notes in respect of which the option is exercised and at the same time presenting this permanent Permanent Global Note to the Fiscal Agent, or to a Paying Agent acting on behalf of the Fiscal Agent, for notation accordingly in the Fourth Schedule hereto. Events of Default The holder hereof may from time to time exercise the right to declare Notes represented by this permanent Permanent Global Note due and payable following an Event of Default in accordance with the Conditions by stating in a notice given to the Fiscal Agent the nominal amount of Notes (which may be less than the outstanding nominal amount hereof) to which such notice relates. If principal in respect of any Notes is not paid when due (but subject as provided below), the holder of this permanent Permanent Global Note may from time to time elect that Direct Rights under the provisions of (and as defined in) the amended and restated Deed deed of Covenant covenant executed, inter alia, by the Issuer and the Guarantors as of 8 August 2019 (as further supplemented and/or amended as at the Issue Date, the “Deed of Covenant”) executed by the Issuer and the Guarantor as of 18 March 2020 (a copy copies of which is are available for inspection at the specified office of the Fiscal Agent and which each of the Issuer and the Guarantor acknowledges to apply to the Notes represented by this permanent Permanent Global Note) shall come into effect in respect of a nominal amount of Notes up to the aggregate nominal amount in respect of which such failure to pay principal has occurred. Such election shall be made by notice to the Fiscal Agent and presentation of this permanent Permanent Global Note to or to the order of the Fiscal Agent for reduction of the nominal amount of Notes represented by this permanent Permanent Global Note by such amount as may be stated in such notice by endorsement in Part I of the First Schedule hereto and a corresponding endorsement in Part II of the First Schedule hereto of such nominal amount of Notes formerly represented hereby as the nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant. Upon each such notice being given, this permanent Permanent Global Note shall become void to the extent of the nominal amount stated in such notice, save to the extent that the appropriate Direct Rights shall fail to take effect, for whatever reason. No such election may however be made on or before an Exchange Date unless the holder elects in such notice that the exchange for such Notes shall no longer take place. Notices Notices required to be given in respect of the Notes represented by this permanent Global Note may be given by their being delivered (so long as this permanent Global Note is held on behalf of Euroclear, Clearstream, Luxembourg or any other clearing system) to Euroclear, Clearstream, Luxembourg or such other clearing system, as the case may be, or otherwise to the holder of this permanent Global Note, rather than by publication as required by the Conditions, except that, so long as the Notes are listed and/or admitted to trading, notices required to be given to the holders pursuant to the Conditions shall also be published (if such publication is required) in a manner which complies with the rules and regulations of any stock exchange or other relevant authority on which the Notes are listed and/or admitted to trading. Negotiability This permanent Global Note is a bearer document and negotiable and accordingly: 1 is freely transferable by delivery and such transfer shall operate to confer upon the transferee all rights and benefits appertaining hereto and to bind the transferee with all obligations appertaining hereto pursuant to the Conditions; 2 the holder of this permanent Global Note is and shall be absolutely entitled as against all previous holders to receive all amounts by way of amounts payable upon redemption, interest or otherwise payable in respect of this permanent Global Note and the Issuer has waived against such holder and any previous holder of this permanent Global Note all rights of set-off or counterclaim that would or might otherwise be available to it in respect of the obligations evidenced by this Global Note; and 3 payment upon due presentation of this permanent Global Note as provided herein shall operate as a good discharge against such holder and all previous holders of this permanent Global Note. No provisions of this permanent Global Note shall alter or impair the obligation of the Issuer and the Guarantor to pay the principal and premium of and interest on the Notes when due in accordance with the Conditions and the amended and restated Deed of Guarantee (as supplemented and/or amended as at the Issue Date) executed by the Guarantor as of 18 March 2020. This permanent Global Note shall not be valid or become obligatory for any purpose until authenticated by or on behalf of the Fiscal Agent. This permanent Global Note and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law. In witness whereof the Issuer has caused this permanent Global Note to be duly signed on its behalf. Dated as of the Issue Date. QNB FINANCE LTD By: Name: Certificate of Authentication This permanent Global Note is authenticated by or on behalf of the Fiscal Agent. THE BANK OF NEW YORK MELLON, ACTING THROUGH ITS LONDON BRANCH as Fiscal Agent By: Name: Authorised Signatory For the purposes of authentication only. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. The First Schedule Part I Nominal Amount of Notes Represented by this Permanent Global Note The following (i) issues of Notes initially represented by this permanent Global Note, (ii) exchanges of interests in a temporary Global Note for interests in this permanent Global Note, (iii) exchanges of the whole or a part of this permanent Global Note for Definitive Notes or for Direct Rights under the Deed of Covenant, (iv) cancellations or forfeitures of interests in this permanent Global Note and/or (v) payments of amounts payable upon redemption in respect of this permanent Global Note have been made, resulting in the nominal amount of this permanent Global Note specified in the latest entry in the fourth column: Date Amount of increase/decrease in nominal amount of this permanent Global Note Reason for increase/decreas e in nominal amount of this permanent Global Note (initial issue, exchange, cancellation, forfeiture or payment, stating amount of payment made) Nominal Amount of this permanent Global Note following such increase/decrease Notation made by or on behalf of the Fiscal Agent Part II Direct Rights The nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant is shown by the latest entry in the third column below: Date Amount of increase in nominal amount of Notes in respect of which Direct Rights have arisen Initial nominal amount and nominal amount following such increase Notation by or on behalf of the Fiscal Agent (other than in respect of initial nominal amount) Issue Date Not applicable zero Not applicable The Second Schedule Payments of Interest The following payments of interest or Interest Amount in respect of this Permanent Global Note have been made: Due date of payment Date of payment Amount of interest Notation made by or on behalf of the Fiscal Agent The Third Schedule [INSERT THE PROVISIONS OF THE RELEVANT FINAL TERMS THAT RELATE TO THE CONDITIONS OR THE GLOBAL NOTES AS THE THIRD SCHEDULE] The Fourth Schedule Exercise of Noteholders’ Option The following exercises of the option of the Noteholders provided for in the Conditions have been made in respect of the stated nominal amount of this permanent Global Note: Date of exercise Nominal Amount of this permanent Global Note in respect of which exercise is made Date on which exercise of such option is effective Notation made by or on behalf of the Fiscal Agent Schedule 1 Part C Form of Global Certificate QNB FINANCE LTD (incorporated as an exempted company with limited liability under the laws of the Cayman Islands) U.S.$17,500,000,000 Medium Term Note Programme guaranteed by Qatar National Bank (Q.P.S.C.) (incorporated as a Qatari Public Shareholding Company) GLOBAL CERTIFICATE Global Certificate No. This Global Certificate is issued in respect of the Notes (the “Notes”) of the Tranche and Series specified in Part A of the Schedule hereto of QNB Finance Ltd (the “Issuer”) and guaranteed by Qatar National Bank (Q.P.S.C.) (the “Guarantor”). This Global Certificate certifies that the person whose name is entered in the Register (the “Registered Holder”) is registered as the holder of an issue of Notes of the nominal amount, specified currency and specified denomination set out in Part A of the Schedule hereto. Interpretation and Definitions References in this Global Certificate to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the amended and restated Agency Agreement (as amended or supplemented as at the Issue Date, the “Agency Agreement”) dated 18 March 2020 between the Issuer, the Guarantor, The Bank of New York Mellon, acting through its London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this Global Certificate (including the supplemental definitions and any modifications or additions set out in Part A of the Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this Global Certificate shall have the meanings given to them in the Conditions or the Agency Agreement.

Appears in 1 contract

Samples: cdn.urw.com

Issuer’s Options. Any option of the Issuer provided for in the Conditions shall be exercised by the Issuer in accordance with applicable law giving notice to the Noteholders within the time limits set out in and containing the information required by the Conditions, except that the notice shall not be required to contain the serial certificate numbers of Notes drawn in the case of a partial exercise of an option and accordingly no drawing of Notes shall be required. Noteholders’ Options Any option of the Noteholders provided for in the Conditions may be exercised by the holder of this permanent Temporary Global Note in accordance with applicable law giving notice to the Fiscal Agent within the time limits relating to the deposit of Notes with a Paying Agent set out in the Conditions, in accordance with the rules and procedures of Euroclear and Clearstream, Luxembourg and any Alternative Clearing System, as applicable, failing which, Conditions substantially in the form of the redemption notice available from any Paying Agent Agent, except that the notice shall not be required to contain the certificate numbers of the Notes in respect of which the option has been exercised, and stating the nominal amount of Notes in respect of which the option is exercised and at the same time presenting this permanent Temporary Global Note to the Fiscal Agent, or to a Paying Agent acting on behalf of the Fiscal Agent, for notation accordingly in the Fourth Schedule hereto. Events of Default The holder hereof may from time to time exercise the right to declare Notes represented by this permanent Temporary Global Note due and payable following an Event of Default in accordance with the Conditions by stating in a notice given to the Fiscal Agent the nominal amount of Notes (which may be less than the outstanding nominal amount hereof) to which such notice relates. If principal in respect of any Notes is not paid when due (but subject as provided belowtaking into account any applicable grace period), the holder of this permanent Temporary Global Note may (but subject as provided below) from time to time elect that Direct Rights under the provisions of (and as defined in) the amended Amended and restated Restated Deed of Covenant (as supplemented and/or amended as at the Issue Dateand supplemented, the “Deed of Covenant”) executed by the Issuer and the Guarantor as of 18 March 2020 on 3 October 2019 (a copy of which is available for inspection at the specified office offices of each of the Principal Paying Agent and the Fiscal Agent and which each of the Issuer and the Guarantor acknowledges to apply to the Notes represented by this permanent Temporary Global Note) shall come into effect in respect of a nominal amount of Notes up to the aggregate nominal amount in respect of which such failure to pay principal has occurred. Such election shall be made by notice to the Fiscal Agent and presentation of this permanent Temporary Global Note to or to the order of the Fiscal Agent for reduction of the nominal amount of Notes represented by this permanent Temporary Global Note by such amount as may be stated in such notice by endorsement in Part I of the First Schedule hereto and a corresponding endorsement in Part II of the First Schedule hereto of such nominal amount of Notes formerly represented hereby as the nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant. Upon each such notice being given, this permanent Temporary Global Note shall become void to the extent of the nominal amount stated in such notice, save to the extent that the appropriate Direct Rights shall fail to take effect, for whatever reason. No such election may however be made on or before an the Exchange Date unless the holder elects in such notice that the exchange for such Notes shall no longer take place. Notices Notices required to be given in respect of the Notes represented by this permanent Global Note may be given by their being delivered (so long as this permanent Global Note is held on behalf of Euroclear, Clearstream, Luxembourg or any other clearing system) to Euroclear, Clearstream, Luxembourg or such other clearing system, as the case may be, or otherwise to the holder of this permanent Global Note, rather than by publication as required by the Conditions, except that, so long as the Notes are listed and/or admitted to trading, notices required to be given to the holders pursuant to the Conditions shall also be published (if such publication is required) in a manner which complies with the rules and regulations of any stock exchange or other relevant authority on which the Notes are listed and/or admitted to trading. Negotiability This permanent Global Note is a bearer document and negotiable and accordingly: 1 is freely transferable by delivery and such transfer shall operate to confer upon the transferee all rights and benefits appertaining hereto and to bind the transferee with all obligations appertaining hereto pursuant to the Conditions; 2 the holder of this permanent Global Note is and shall be absolutely entitled as against all previous holders to receive all amounts by way of amounts payable upon redemption, interest or otherwise payable in respect of this permanent Global Note and the Issuer has waived against such holder and any previous holder of this permanent Global Note all rights of set-off or counterclaim that would or might otherwise be available to it in respect of the obligations evidenced by this Global Note; and 3 payment upon due presentation of this permanent Global Note as provided herein shall operate as a good discharge against such holder and all previous holders of this permanent Global Note. No provisions of this permanent Global Note shall alter or impair the obligation of the Issuer and the Guarantor to pay the principal and premium of and interest on the Notes when due in accordance with the Conditions and the amended and restated Deed of Guarantee (as supplemented and/or amended as at the Issue Date) executed by the Guarantor as of 18 March 2020. This permanent Global Note shall not be valid or become obligatory for any purpose until authenticated by or on behalf of the Fiscal Agent. This permanent Global Note and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law. In witness whereof the Issuer has caused this permanent Global Note to be duly signed on its behalf. Dated as of the Issue Date. QNB FINANCE LTD By: Name: Certificate of Authentication This permanent Global Note is authenticated by or on behalf of the Fiscal Agent. THE BANK OF NEW YORK MELLON, ACTING THROUGH ITS LONDON BRANCH as Fiscal Agent By: Name: Authorised Signatory For the purposes of authentication only. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. The First Schedule Part I Nominal Amount of Notes Represented by this Permanent Global Note The following (i) issues of Notes initially represented by this permanent Global Note, (ii) exchanges of interests in a temporary Global Note for interests in this permanent Global Note, (iii) exchanges of the whole or a part of this permanent Global Note for Definitive Notes or for Direct Rights under the Deed of Covenant, (iv) cancellations or forfeitures of interests in this permanent Global Note and/or (v) payments of amounts payable upon redemption in respect of this permanent Global Note have been made, resulting in the nominal amount of this permanent Global Note specified in the latest entry in the fourth column: Date Amount of increase/decrease in nominal amount of this permanent Global Note Reason for increase/decreas e in nominal amount of this permanent Global Note (initial issue, exchange, cancellation, forfeiture or payment, stating amount of payment made) Nominal Amount of this permanent Global Note following such increase/decrease Notation made by or on behalf of the Fiscal Agent Part II Direct Rights The nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant is shown by the latest entry in the third column below: Date Amount of increase in nominal amount of Notes in respect of which Direct Rights have arisen Initial nominal amount and nominal amount following such increase Notation by or on behalf of the Fiscal Agent (other than in respect of initial nominal amount) Issue Date Not applicable zero Not applicable The Second Schedule Payments of Interest The following payments of interest or Interest Amount in respect of this Permanent Global Note have been made: Due date of payment Date of payment Amount of interest Notation made by or on behalf of the Fiscal Agent The Third Schedule [INSERT THE PROVISIONS OF THE RELEVANT FINAL TERMS THAT RELATE TO THE CONDITIONS OR THE GLOBAL NOTES AS THE THIRD SCHEDULE] The Fourth Schedule Exercise of Noteholders’ Option The following exercises of the option of the Noteholders provided for in the Conditions have been made in respect of the stated nominal amount of this permanent Global Note: Date of exercise Nominal Amount of this permanent Global Note in respect of which exercise is made Date on which exercise of such option is effective Notation made by or on behalf of the Fiscal Agent Schedule 1 Part C Form of Global Certificate QNB FINANCE LTD (incorporated as an exempted company with limited liability under the laws of the Cayman Islands) U.S.$17,500,000,000 Medium Term Note Programme guaranteed by Qatar National Bank (Q.P.S.C.) (incorporated as a Qatari Public Shareholding Company) GLOBAL CERTIFICATE Global Certificate No. This Global Certificate is issued in respect of the Notes (the “Notes”) of the Tranche and Series specified in Part A of the Schedule hereto of QNB Finance Ltd (the “Issuer”) and guaranteed by Qatar National Bank (Q.P.S.C.) (the “Guarantor”). This Global Certificate certifies that the person whose name is entered in the Register (the “Registered Holder”) is registered as the holder of an issue of Notes of the nominal amount, specified currency and specified denomination set out in Part A of the Schedule hereto. Interpretation and Definitions References in this Global Certificate to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the amended and restated Agency Agreement (as amended or supplemented as at the Issue Date, the “Agency Agreement”) dated 18 March 2020 between the Issuer, the Guarantor, The Bank of New York Mellon, acting through its London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this Global Certificate (including the supplemental definitions and any modifications or additions set out in Part A of the Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this Global Certificate shall have the meanings given to them in the Conditions or the Agency Agreement.

Appears in 1 contract

Samples: Agency Agreement

Issuer’s Options. Any option of the Issuer provided for in the Conditions shall be exercised by the Issuer giving notice to the Noteholders within the time limits set out in and containing the information required by the Conditions, except that the notice shall not be required to contain the serial numbers of Notes drawn in the case of a partial exercise of an option and accordingly no drawing of Notes shall be required. Noteholders’ Options Any option of the Noteholders provided for in the Conditions may be exercised by the holder of this permanent Global Note giving notice to the Fiscal Agent within the time limits relating to the deposit of Notes with a Paying Agent set out in the Conditions, in accordance with the rules and procedures of Euroclear and Clearstream, Luxembourg and any Alternative Clearing System, as applicable, failing which, Conditions substantially in the form of the redemption notice available from any Paying Agent Agent, except that the notice shall not be required to contain the certificate numbers of the Notes in respect of which the option has been exercised, and stating the nominal amount of Notes in respect of which the option is exercised and at the same time presenting this permanent Global Note to the Fiscal Agent, or to a Paying Agent acting on behalf of the Fiscal Agent, for notation accordingly in the Fourth Schedule hereto. Events of Default The holder hereof may from From time to time exercise the right to declare Notes represented by this permanent Global Note may be declared due and payable following an Event of Default in accordance with the Conditions by stating in a notice given to the Fiscal Agent the nominal amount of Notes (which may be less than the outstanding nominal amount hereof) to which such notice relates. If principal in respect of any Notes is not paid when due (but subject as provided below), the holder of this permanent Global Note may from time to time elect that Direct Rights under the provisions of (and as defined in) the amended and restated Deed of Covenant (as supplemented and/or amended as at the Issue Date, the “Deed of Covenant”) executed by the Issuer and the Guarantor as of 18 March 2020 May 2015 (a copy of which is available for inspection at the specified office of the Fiscal Agent and which each of the Issuer and the Guarantor acknowledges to apply to the Notes represented by this permanent Global Note) shall come into effect in respect of a nominal amount of Notes up to the aggregate nominal amount in respect of which such failure to pay principal has occurred. Such election shall be made by notice to the Fiscal Agent and presentation of this permanent Global Note to or to the order of the Fiscal Agent for reduction of the nominal amount of Notes represented by this permanent Global Note by such amount as may be stated in such notice by endorsement in Part I of the First Schedule hereto and a corresponding endorsement in Part II of the First Schedule hereto of such nominal amount of Notes formerly represented hereby as the nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant. Upon each such notice being given, this permanent Global Note shall become void to the extent of the nominal amount stated in such notice, save to the extent that the appropriate Direct Rights shall fail to take effect, for whatever reason. No such election may however be made on or before an Exchange Date unless the holder elects in such notice that the exchange for such Notes shall no longer take place. Notices Notices required to be given in respect of the Notes represented by this permanent Global Note may be given by their being delivered (so long as this permanent Global Note is held on behalf of Euroclear, Clearstream, Luxembourg or any other clearing system) to Euroclear, Clearstream, Luxembourg or such other clearing system, as the case may be, or otherwise to the holder of this permanent Global Note, rather than by publication as required by the Conditions, [except that so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of that exchange so require, notices shall also be published either on the website of the Luxembourg Stock Exchange (xxx.xxxxxx.xx) or in a leading newspaper having general circulation in Luxembourg (which is expected to be the Luxemburger Wort).][except that, so long as the Notes are listed and/or admitted to trading, notices required to be given to the holders pursuant to the Conditions shall also be published (if such publication is required) in a manner which complies with the rules and regulations of any stock exchange or other relevant authority on which the Notes are listed and/or listed/and or admitted to trading. .] Negotiability This permanent Global Note is a bearer document and negotiable and accordingly: 1 is freely transferable by delivery and such transfer shall operate to confer upon the transferee all rights and benefits appertaining hereto and to bind the transferee with all obligations appertaining hereto pursuant to the Conditions; 2 the holder of this permanent Global Note is and shall be absolutely entitled as against all previous holders to receive all amounts by way of amounts payable upon redemption, interest or otherwise payable in respect of this permanent Global Note and the Issuer has waived against such holder and any previous holder of this permanent Global Note all rights of set-off or counterclaim that would or might otherwise be available to it in respect of the obligations evidenced by this Global Note; and 3 payment upon due presentation of this permanent Global Note as provided herein shall operate as a good discharge against such holder and all previous holders of this permanent Global Note. No provisions of this permanent Global Note shall alter or impair the obligation of the Issuer and the Guarantor to pay the principal and premium of and interest on the Notes when due in accordance with the Conditions and the amended and restated Deed of Guarantee (as supplemented and/or amended as at the Issue Date) executed by the Guarantor as of 18 March 2020Guarantee. This permanent Global Note shall not be valid or become obligatory for any purpose until authenticated by or on behalf of the Fiscal Agent. This permanent Global Note and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law. In witness whereof the Issuer has caused this permanent Global Note to be duly signed on its behalf. Dated as of the Issue Date. QNB FINANCE LTD ENAGÁS FINANCIACIONES, S.A.U. By: Name: Certificate of Authentication This permanent Global Note is authenticated in England by or on behalf of the Fiscal Agent. THE BANK OF NEW YORK MELLON, ACTING THROUGH ITS LONDON BRANCH as Fiscal Agent By: Name: Authorised Signatory For the purposes of authentication only. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. The First Schedule Part I Nominal Amount of Notes Represented by this Permanent Global Note The following (i) issues of Notes initially represented by this permanent Global Note, (ii) exchanges of interests in a temporary Global Note for interests in this permanent Global Note, (iii) exchanges of the whole or a part of this permanent Global Note for Definitive Notes or for Direct Rights under the Deed of Covenant, (iv) cancellations or forfeitures of interests in this permanent Global Note and/or (v) payments of amounts payable upon redemption in respect of this permanent Global Note have been made, resulting in the nominal amount of this permanent Global Note specified in the latest entry in the fourth column: Date Amount of increase/decrease in nominal amount of this permanent Global Note Reason for increase/decreas e in nominal amount of this permanent Global Note (initial issue, exchange, cancellation, forfeiture or payment, stating amount of payment made) Nominal Amount of this permanent Global Note following such increase/decrease Notation made by or on behalf of the Fiscal Agent Part II Direct Rights The nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant is shown by the latest entry in the third column below: Date Amount of increase in nominal amount of Notes in respect of which Direct Rights have arisen Initial nominal amount and nominal amount following such increase Notation by or on behalf of the Fiscal Agent (other than in respect of initial nominal amount) Issue Date Not applicable zero Not applicable The Second Schedule Payments of Interest The following payments of interest or Interest Amount in respect of this Permanent Global Note have been made: Due date of payment Date of payment Amount of interest Notation made by or on behalf of the Fiscal Agent The Third Schedule [INSERT THE PROVISIONS OF THE RELEVANT FINAL TERMS THAT RELATE TO THE CONDITIONS OR THE GLOBAL NOTES AS THE THIRD SCHEDULE] The Fourth Schedule Exercise of Noteholders’ Option The following exercises of the option of the Noteholders provided for in the Conditions have been made in respect of the stated nominal amount of this permanent Global Note: Date of exercise Nominal Amount of this permanent Global Note in respect of which exercise is made Date on which exercise of such option is effective Notation made by or on behalf of the Fiscal Agent Schedule 1 Part C Form of Global Certificate QNB FINANCE LTD (incorporated as an exempted company with limited liability under the laws of the Cayman Islands) U.S.$17,500,000,000 Medium Term Note Programme guaranteed by Qatar National Bank (Q.P.S.C.) (incorporated as a Qatari Public Shareholding Company) GLOBAL CERTIFICATE Global Certificate No. This Global Certificate is issued in respect of the Notes (the “Notes”) of the Tranche and Series specified in Part A of the Schedule hereto of QNB Finance Ltd (the “Issuer”) and guaranteed by Qatar National Bank (Q.P.S.C.) (the “Guarantor”). This Global Certificate certifies that the person whose name is entered in the Register (the “Registered Holder”) is registered as the holder of an issue of Notes of the nominal amount, specified currency and specified denomination set out in Part A of the Schedule hereto. Interpretation and Definitions References in this Global Certificate to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the amended and restated Agency Agreement (as amended or supplemented as at the Issue Date, the “Agency Agreement”) dated 18 March 2020 between the Issuer, the Guarantor, The Bank of New York Mellon, acting through its London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this Global Certificate (including the supplemental definitions and any modifications or additions set out in Part A of the Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this Global Certificate shall have the meanings given to them in the Conditions or the Agency Agreement.and/or

Appears in 1 contract

Samples: Agency Agreement

Issuer’s Options. Any option of the Issuer provided for in the Conditions shall be exercised by the Issuer giving notice to the Noteholders within the time limits set out in and containing the information required by the Conditions, except that the notice shall not be required to contain the serial numbers of Notes drawn in the case of a partial exercise of an option and accordingly no drawing of Notes shall be required. Noteholders’ Options Any option of the Noteholders provided for in the Conditions may be exercised by the holder of this permanent Global Note giving notice to the Fiscal Agent Issuer within the time limits relating to the deposit of Notes with a Paying Agent set out in the Conditions, in accordance with the rules and procedures of Euroclear and Clearstream, Luxembourg and any Alternative Clearing System, as applicable, failing which, Conditions substantially in the form of the redemption notice available from any Paying Agent Agent, except that the notice shall not be required to contain the certificate numbers of the Notes in respect of which the option has been exercised, and stating the nominal principal amount of Notes in respect of which the option is exercised and at the same time presenting this permanent Global Note to the Fiscal Agent, or to a Paying Agent acting on behalf of the Fiscal Agent, for notation accordingly in the Fourth Schedule hereto. Events of Default The holder hereof may from time to time exercise the right to declare Notes represented by this permanent Global Note due and payable following an Event of Default in accordance with the Conditions by stating in a notice given to the Fiscal Agent the nominal principal amount of Notes (which may be less than the outstanding nominal principal amount hereof) to which such notice relates. If principal in respect of any Notes is not paid when due (but subject as provided below), the holder of this permanent Global Note may from time to time elect that Direct Rights under the provisions of (and as defined in) the amended and restated Deed of Covenant (as supplemented and/or amended as at the Issue Date, the “Deed of Covenant”) executed by the Issuer and the Guarantor as of 18 March 22 May 2020 (a copy of which is available for inspection at the specified office of the Fiscal Agent and which each of the Issuer and the Guarantor acknowledges to apply to the Notes represented by this permanent Global Note) shall come into effect in respect of a nominal principal amount of Notes up to the aggregate nominal principal amount in respect of which such failure to pay principal has occurred. Such election shall be made by notice to the Fiscal Agent and presentation of this permanent Global Note to or to the order of the Fiscal Agent for reduction of the nominal principal amount of Notes represented by this permanent Global Note by such amount as may be stated in such notice by endorsement in Part I of the First Schedule hereto and a corresponding endorsement in Part II of the First Schedule hereto of such nominal principal amount of Notes formerly represented hereby as the nominal principal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant. Upon each such notice being given, this permanent Global Note shall become void to the extent of the nominal principal amount stated in such notice, save to the extent that the appropriate Direct Rights shall fail to take effect, for whatever reason. No such election may however be made on or before an Exchange Date unless the holder elects in such notice that the exchange for such Notes shall no longer take place. Notices Notices required to be given in respect of the Notes represented by this permanent Global Note may be given by their being delivered (so long as this permanent Global Note is held on behalf of Euroclear, Clearstream, Luxembourg or any other clearing system) to Euroclear, Clearstream, Luxembourg or such other clearing system, as the case may be, or otherwise to the holder of this permanent Global Note, rather than by publication as required by the Conditions, except that, that so long as the Notes are listed and/or admitted to tradingon the Luxembourg Stock Exchange and the rules of that exchange so require, notices required to be given to the holders pursuant to the Conditions shall also be published either on the website of the Luxembourg Stock Exchange (if such publication is requiredxxx.xxxxxx.xx) or in a manner leading newspaper having general circulation in Luxembourg (which complies with is expected to be the rules and regulations of any stock exchange or other relevant authority on which the Notes are listed and/or admitted to tradingLuxemburger Wort). Negotiability This permanent Global Note is a bearer document and negotiable and accordingly: 1 is freely transferable by delivery and such transfer shall operate to confer upon the transferee all rights and benefits appertaining hereto and to bind the transferee with all obligations appertaining hereto pursuant to the Conditions; 2 the holder of this permanent Global Note is and shall be absolutely entitled as against all previous holders to receive all amounts by way of amounts payable upon redemption, interest or otherwise payable in respect of this permanent Global Note and the Issuer has waived against such holder and any previous holder of this permanent Global Note all rights of set-off or counterclaim that would or might otherwise be available to it in respect of the obligations evidenced by this Global Note; and 3 payment upon due presentation of this permanent Global Note as provided herein shall operate as a good discharge against such holder and all previous holders of this permanent Global Note. No provisions of this permanent Global Note shall alter or impair the obligation of the Issuer and the Guarantor to pay the principal and premium of and interest on the Notes when due in accordance with the Conditions and the amended and restated Deed of Guarantee (as supplemented and/or amended as at the Issue Date) executed by the Guarantor as of 18 March 2020Conditions. This permanent Global Note shall not be valid or become obligatory for any purpose until authenticated by or on behalf of the Fiscal Agent. This permanent Global Note and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law. In witness whereof the Issuer has caused this permanent Global Note to be duly signed on its behalf. Dated as of the Issue Date. QNB FINANCE LTD XXXXXX PROPERTIES, SOCIMI, S.A. By: Name: Certificate of Authentication This permanent Global Note is authenticated in Luxembourg by or on behalf of the Fiscal Agent. THE BANK OF NEW YORK MELLON, ACTING THROUGH ITS LONDON BRANCH SOCIETE GENERALE LUXEMBOURG as Fiscal Agent By: Name: Authorised Signatory For the purposes of authentication only. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. The First Schedule Part I Nominal Principal Amount of Notes Represented by this Permanent Global Note The following (i) issues of Notes initially represented by this permanent Global Note, (ii) exchanges of interests in a temporary Global Note for interests in this permanent Global Note, (iii) exchanges of the whole or a part of this permanent Global Note for Definitive Notes or for Direct Rights under the Deed of Covenant, (iv) cancellations or forfeitures of interests in this permanent Global Note and/or (v) payments of amounts payable upon redemption in respect of this permanent Global Note have been made, resulting in the nominal principal amount of this permanent Global Note specified in the latest entry in the fourth column: Date Amount of increase/decrease in nominal principal amount of this permanent Global Note Reason for increase/decreas e decrease in nominal principal amount of this permanent Global Note (initial issue, exchange, cancellation, forfeiture or payment, stating amount of payment made) Nominal Principal Amount of this permanent Global Note following such increase/decrease Notation made by or on behalf of the Fiscal Agent Part II Direct Rights The nominal principal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant is shown by the latest entry in the third column below: Date Amount of increase in nominal principal amount of Notes in respect of which Direct Rights have arisen Initial nominal principal amount and nominal principal amount following such increase Notation by or on behalf of the Fiscal Agent (other than in respect of initial nominal principal amount) Issue Date Not applicable zero Not applicable The Second Schedule Payments of Interest The following payments of interest or Interest Amount in respect of this Permanent Global Note have been made: Due date of payment Date of payment Amount of interest Notation made by or on behalf of the Fiscal Agent The Third Schedule [INSERT THE PROVISIONS OF THE RELEVANT FINAL TERMS THAT RELATE TO THE CONDITIONS OR THE GLOBAL NOTES AS THE THIRD SCHEDULE] The Fourth Schedule Exercise of Noteholders’ Option The following exercises of the option of the Noteholders provided for in the Conditions have been made in respect of the stated nominal principal amount of this permanent Global Note: Date of exercise Nominal Principal Amount of this permanent Global Note in respect of which exercise is made Date on which exercise of such option is effective Notation made by or on behalf of the Fiscal Agent Schedule 1 Part C Form of NGN Temporary Global Certificate QNB FINANCE LTD Note XXXXXX PROPERTIES, SOCIMI, S.A. (incorporated as an exempted company with a limited liability under company (sociedad anónima) in the laws Kingdom of the Cayman IslandsSpain) U.S.$17,500,000,000 Euro Medium Term Note Programme guaranteed by Qatar National Bank (Q.P.S.C.) (incorporated as a Qatari Public Shareholding Company) TEMPORARY GLOBAL CERTIFICATE NOTE Temporary Global Certificate Note No. [●] This temporary Global Certificate Note is issued in respect of the Notes (the “Notes”) of the Tranche and Series specified in Part A of the Schedule hereto of QNB Finance Ltd Merlin Properties, SOCIMI, S.A. (the “Issuer”) and guaranteed by Qatar National Bank (Q.P.S.C.) (the “Guarantor”). This Global Certificate certifies that the person whose name is entered in the Register (the “Registered Holder”) is registered as the holder of an issue of Notes of the nominal amount, specified currency and specified denomination set out in Part A of the Schedule hereto. Interpretation and Definitions References in this Global Certificate to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the amended and restated Agency Agreement (as amended or supplemented as at the Issue Date, the “Agency Agreement”) dated 18 March 2020 between the Issuer, the Guarantor, The Bank of New York Mellon, acting through its London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this Global Certificate (including the supplemental definitions and any modifications or additions set out in Part A of the Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this Global Certificate shall have the meanings given to them in the Conditions or the Agency Agreement.

Appears in 1 contract

Samples: Agency Agreement

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Issuer’s Options. Any option of the Issuer provided for in the Conditions shall be exercised by the Issuer giving notice to the Noteholders within the time limits set out in and containing the information required by the Conditions, except that the notice shall not be required to contain the serial numbers of Notes drawn in the case of a partial exercise of an option and accordingly no drawing of Notes shall be required. Noteholders’ Options Any option of the Noteholders provided for in the Conditions may be exercised by the holder of this permanent Permanent Global Note giving notice to the Fiscal Agent within the time limits relating to the deposit of Notes with a Paying Agent set out in the Conditions, in accordance with the rules and procedures of Euroclear and Clearstream, Luxembourg and any Alternative Clearing System, as applicable, failing which, Conditions substantially in the form of the redemption notice available from any Paying Agent Agent, except that the notice shall not be required to contain the certificate numbers of the Notes in respect of which the option has been exercised, and stating the nominal amount of Notes in respect of which the option is exercised and at the same time presenting this permanent Permanent Global Note to the Fiscal Agent, or to a Paying Agent acting on behalf of the Fiscal Agent, for notation accordingly in the Fourth Schedule hereto. Events of Default The holder hereof may from time to time exercise the right to declare Notes represented by this permanent Permanent Global Note due and payable following an Event of Default in accordance with the Conditions by stating in a notice given to the Fiscal Agent the nominal amount of Notes (which may be less than the outstanding nominal amount hereof) to which such notice relates. If principal in respect of any Notes is not paid when due (but subject as provided below), the holder of this permanent Permanent Global Note may from time to time elect that Direct Rights under the provisions of (and as defined in) the amended and restated Deed deed of Covenant covenant executed, inter alia, by the Issuer and the Guarantors as of 5 August 2021 (as further supplemented and/or amended as at the Issue Date, the “Deed of Covenant”) executed by the Issuer and the Guarantor as of 18 March 2020 (a copy copies of which is are available for inspection at the specified office of the Fiscal Agent and which each of the Issuer and the Guarantor acknowledges to apply to the Notes represented by this permanent Permanent Global Note) shall come into effect in respect of a nominal amount of Notes up to the aggregate nominal amount in respect of which such failure to pay principal has occurred. Such election shall be made by notice to the Fiscal Agent and presentation of this permanent Permanent Global Note to or to the order of the Fiscal Agent for reduction of the nominal amount of Notes represented by this permanent Permanent Global Note by such amount as may be stated in such notice by endorsement in Part I of the First Schedule hereto and a corresponding endorsement in Part II of the First Schedule hereto of such nominal amount of Notes formerly represented hereby as the nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant. Upon each such notice being given, this permanent Permanent Global Note shall become void to the extent of the nominal amount stated in such notice, save to the extent that the appropriate Direct Rights shall fail to take effect, for whatever reason. No such election may however be made on or before an Exchange Date unless the holder elects in such notice that the exchange for such Notes shall no longer take place. Notices Notices required to be given in respect of the Notes represented by this permanent Global Note may be given by their being delivered (so long as this permanent Global Note is held on behalf of Euroclear, Clearstream, Luxembourg or any other clearing system) to Euroclear, Clearstream, Luxembourg or such other clearing system, as the case may be, or otherwise to the holder of this permanent Global Note, rather than by publication as required by the Conditions, except that, so long as the Notes are listed and/or admitted to trading, notices required to be given to the holders pursuant to the Conditions shall also be published (if such publication is required) in a manner which complies with the rules and regulations of any stock exchange or other relevant authority on which the Notes are listed and/or admitted to trading. Negotiability This permanent Global Note is a bearer document and negotiable and accordingly: 1 is freely transferable by delivery and such transfer shall operate to confer upon the transferee all rights and benefits appertaining hereto and to bind the transferee with all obligations appertaining hereto pursuant to the Conditions; 2 the holder of this permanent Global Note is and shall be absolutely entitled as against all previous holders to receive all amounts by way of amounts payable upon redemption, interest or otherwise payable in respect of this permanent Global Note and the Issuer has waived against such holder and any previous holder of this permanent Global Note all rights of set-off or counterclaim that would or might otherwise be available to it in respect of the obligations evidenced by this Global Note; and 3 payment upon due presentation of this permanent Global Note as provided herein shall operate as a good discharge against such holder and all previous holders of this permanent Global Note. No provisions of this permanent Global Note shall alter or impair the obligation of the Issuer and the Guarantor to pay the principal and premium of and interest on the Notes when due in accordance with the Conditions and the amended and restated Deed of Guarantee (as supplemented and/or amended as at the Issue Date) executed by the Guarantor as of 18 March 2020. This permanent Global Note shall not be valid or become obligatory for any purpose until authenticated by or on behalf of the Fiscal Agent. This permanent Global Note and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law. In witness whereof the Issuer has caused this permanent Global Note to be duly signed on its behalf. Dated as of the Issue Date. QNB FINANCE LTD By: Name: Certificate of Authentication This permanent Global Note is authenticated by or on behalf of the Fiscal Agent. THE BANK OF NEW YORK MELLON, ACTING THROUGH ITS LONDON BRANCH as Fiscal Agent By: Name: Authorised Signatory For the purposes of authentication only. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. The First Schedule Part I Nominal Amount of Notes Represented by this Permanent Global Note The following (i) issues of Notes initially represented by this permanent Global Note, (ii) exchanges of interests in a temporary Global Note for interests in this permanent Global Note, (iii) exchanges of the whole or a part of this permanent Global Note for Definitive Notes or for Direct Rights under the Deed of Covenant, (iv) cancellations or forfeitures of interests in this permanent Global Note and/or (v) payments of amounts payable upon redemption in respect of this permanent Global Note have been made, resulting in the nominal amount of this permanent Global Note specified in the latest entry in the fourth column: Date Amount of increase/decrease in nominal amount of this permanent Global Note Reason for increase/decreas e in nominal amount of this permanent Global Note (initial issue, exchange, cancellation, forfeiture or payment, stating amount of payment made) Nominal Amount of this permanent Global Note following such increase/decrease Notation made by or on behalf of the Fiscal Agent Part II Direct Rights The nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant is shown by the latest entry in the third column below: Date Amount of increase in nominal amount of Notes in respect of which Direct Rights have arisen Initial nominal amount and nominal amount following such increase Notation by or on behalf of the Fiscal Agent (other than in respect of initial nominal amount) Issue Date Not applicable zero Not applicable The Second Schedule Payments of Interest The following payments of interest or Interest Amount in respect of this Permanent Global Note have been made: Due date of payment Date of payment Amount of interest Notation made by or on behalf of the Fiscal Agent The Third Schedule [INSERT THE PROVISIONS OF THE RELEVANT FINAL TERMS THAT RELATE TO THE CONDITIONS OR THE GLOBAL NOTES AS THE THIRD SCHEDULE] The Fourth Schedule Exercise of Noteholders’ Option The following exercises of the option of the Noteholders provided for in the Conditions have been made in respect of the stated nominal amount of this permanent Global Note: Date of exercise Nominal Amount of this permanent Global Note in respect of which exercise is made Date on which exercise of such option is effective Notation made by or on behalf of the Fiscal Agent Schedule 1 Part C Form of Global Certificate QNB FINANCE LTD (incorporated as an exempted company with limited liability under the laws of the Cayman Islands) U.S.$17,500,000,000 Medium Term Note Programme guaranteed by Qatar National Bank (Q.P.S.C.) (incorporated as a Qatari Public Shareholding Company) GLOBAL CERTIFICATE Global Certificate No. This Global Certificate is issued in respect of the Notes (the “Notes”) of the Tranche and Series specified in Part A of the Schedule hereto of QNB Finance Ltd (the “Issuer”) and guaranteed by Qatar National Bank (Q.P.S.C.) (the “Guarantor”). This Global Certificate certifies that the person whose name is entered in the Register (the “Registered Holder”) is registered as the holder of an issue of Notes of the nominal amount, specified currency and specified denomination set out in Part A of the Schedule hereto. Interpretation and Definitions References in this Global Certificate to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the amended and restated Agency Agreement (as amended or supplemented as at the Issue Date, the “Agency Agreement”) dated 18 March 2020 between the Issuer, the Guarantor, The Bank of New York Mellon, acting through its London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this Global Certificate (including the supplemental definitions and any modifications or additions set out in Part A of the Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this Global Certificate shall have the meanings given to them in the Conditions or the Agency Agreement.

Appears in 1 contract

Samples: cdn.urw.com

Issuer’s Options. Any option of the Issuer provided for in the Conditions shall be exercised by the Issuer in accordance with applicable law giving notice to the Noteholders within the time limits set out in and containing the information required by the Conditions, except that the notice shall not be required to contain the serial certificate numbers of Notes drawn in the case of a partial exercise of an option and accordingly no drawing of Notes shall be required. Noteholders’ Options Any option of the Noteholders provided for in the Conditions may be exercised by the holder of this permanent Permanent Global Note in accordance with applicable law giving notice to the Fiscal Agent within the time limits relating to the deposit of Notes with a Paying Agent set out in the Conditions, in accordance with the rules and procedures of Euroclear and Clearstream, Luxembourg and any Alternative Clearing System, as applicable, failing which, Conditions substantially in the form of the redemption notice available from any Paying Agent Agent, except that the notice shall not be required to contain the certificate numbers of the Notes in respect of which the option has been exercised, and stating the nominal amount of Notes in respect of which the option is exercised and at the same time presenting this permanent Permanent Global Note to the Fiscal Agent, or to a Paying Agent acting on behalf of the Fiscal Agent, for notation accordingly in the Fourth Schedule hereto. Events of Default The holder hereof may from time to time exercise the right to declare Notes represented by this permanent Permanent Global Note due and payable following an Event of Default in accordance with the Conditions by stating in a notice given to the Fiscal Agent the nominal amount of Notes (which may be less than the outstanding nominal amount hereof) to which such notice relates. If principal in respect of any Notes is not paid when due (but subject as provided belowtaking into account any applicable grace period), the holder of this permanent Permanent Global Note may (but subject as provided below) from time to time elect that Direct Rights under the provisions of (and as defined in) the amended Amended and restated Restated Deed of Covenant (as amended and supplemented and/or amended as at the Issue Datefrom time to time, the “Deed of Covenant”) executed by the Issuer and the Guarantor as of 18 March 2020 on 3 October 2019 (a copy of which is available for inspection at the specified office offices of each of the Principal Paying Agent and the Fiscal Agent and which each of the Issuer and the Guarantor acknowledges to apply to the Notes represented by this permanent Permanent Global Note) shall come into effect in respect of a nominal amount of Notes up to the aggregate nominal amount in respect of which such failure to pay principal has occurred. Such election shall be made by notice to the Fiscal Agent and presentation of this permanent Permanent Global Note to or to the order of the Fiscal Agent for reduction of the nominal amount of Notes represented by this permanent Permanent Global Note by such amount as may be stated in such notice by endorsement in Part I of the First Schedule hereto and a corresponding endorsement in Part II of the First Schedule hereto of such nominal amount of Notes formerly represented hereby as the nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant. Upon each such notice being given, this permanent Permanent Global Note shall become void to the extent of the nominal amount stated in such notice, save to the extent that the appropriate Direct Rights shall fail to take effect, for whatever reason. No such election may however be made on or before an Exchange Date unless the holder elects in such notice that the exchange for such Notes shall no longer take place. Notices Notices required to be given in respect of the Notes represented by this permanent Global Note may be given by their being delivered (so long as this permanent Global Note is held on behalf of Euroclear, Clearstream, Luxembourg or any other clearing system) to Euroclear, Clearstream, Luxembourg or such other clearing system, as the case may be, or otherwise to the holder of this permanent Global Note, rather than by publication as required by the Conditions, except that, so long as the Notes are listed and/or admitted to trading, notices required to be given to the holders pursuant to the Conditions shall also be published (if such publication is required) in a manner which complies with the rules and regulations of any stock exchange or other relevant authority on which the Notes are listed and/or admitted to trading. Negotiability This permanent Global Note is a bearer document and negotiable and accordingly: 1 is freely transferable by delivery and such transfer shall operate to confer upon the transferee all rights and benefits appertaining hereto and to bind the transferee with all obligations appertaining hereto pursuant to the Conditions; 2 the holder of this permanent Global Note is and shall be absolutely entitled as against all previous holders to receive all amounts by way of amounts payable upon redemption, interest or otherwise payable in respect of this permanent Global Note and the Issuer has waived against such holder and any previous holder of this permanent Global Note all rights of set-off or counterclaim that would or might otherwise be available to it in respect of the obligations evidenced by this Global Note; and 3 payment upon due presentation of this permanent Global Note as provided herein shall operate as a good discharge against such holder and all previous holders of this permanent Global Note. No provisions of this permanent Global Note shall alter or impair the obligation of the Issuer and the Guarantor to pay the principal and premium of and interest on the Notes when due in accordance with the Conditions and the amended and restated Deed of Guarantee (as supplemented and/or amended as at the Issue Date) executed by the Guarantor as of 18 March 2020. This permanent Global Note shall not be valid or become obligatory for any purpose until authenticated by or on behalf of the Fiscal Agent. This permanent Global Note and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law. In witness whereof the Issuer has caused this permanent Global Note to be duly signed on its behalf. Dated as of the Issue Date. QNB FINANCE LTD By: Name: Certificate of Authentication This permanent Global Note is authenticated by or on behalf of the Fiscal Agent. THE BANK OF NEW YORK MELLON, ACTING THROUGH ITS LONDON BRANCH as Fiscal Agent By: Name: Authorised Signatory For the purposes of authentication only. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. The First Schedule Part I Nominal Amount of Notes Represented by this Permanent Global Note The following (i) issues of Notes initially represented by this permanent Global Note, (ii) exchanges of interests in a temporary Global Note for interests in this permanent Global Note, (iii) exchanges of the whole or a part of this permanent Global Note for Definitive Notes or for Direct Rights under the Deed of Covenant, (iv) cancellations or forfeitures of interests in this permanent Global Note and/or (v) payments of amounts payable upon redemption in respect of this permanent Global Note have been made, resulting in the nominal amount of this permanent Global Note specified in the latest entry in the fourth column: Date Amount of increase/decrease in nominal amount of this permanent Global Note Reason for increase/decreas e in nominal amount of this permanent Global Note (initial issue, exchange, cancellation, forfeiture or payment, stating amount of payment made) Nominal Amount of this permanent Global Note following such increase/decrease Notation made by or on behalf of the Fiscal Agent Part II Direct Rights The nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant is shown by the latest entry in the third column below: Date Amount of increase in nominal amount of Notes in respect of which Direct Rights have arisen Initial nominal amount and nominal amount following such increase Notation by or on behalf of the Fiscal Agent (other than in respect of initial nominal amount) Issue Date Not applicable zero Not applicable The Second Schedule Payments of Interest The following payments of interest or Interest Amount in respect of this Permanent Global Note have been made: Due date of payment Date of payment Amount of interest Notation made by or on behalf of the Fiscal Agent The Third Schedule [INSERT THE PROVISIONS OF THE RELEVANT FINAL TERMS THAT RELATE TO THE CONDITIONS OR THE GLOBAL NOTES AS THE THIRD SCHEDULE] The Fourth Schedule Exercise of Noteholders’ Option The following exercises of the option of the Noteholders provided for in the Conditions have been made in respect of the stated nominal amount of this permanent Global Note: Date of exercise Nominal Amount of this permanent Global Note in respect of which exercise is made Date on which exercise of such option is effective Notation made by or on behalf of the Fiscal Agent Schedule 1 Part C Form of Global Certificate QNB FINANCE LTD (incorporated as an exempted company with limited liability under the laws of the Cayman Islands) U.S.$17,500,000,000 Medium Term Note Programme guaranteed by Qatar National Bank (Q.P.S.C.) (incorporated as a Qatari Public Shareholding Company) GLOBAL CERTIFICATE Global Certificate No. This Global Certificate is issued in respect of the Notes (the “Notes”) of the Tranche and Series specified in Part A of the Schedule hereto of QNB Finance Ltd (the “Issuer”) and guaranteed by Qatar National Bank (Q.P.S.C.) (the “Guarantor”). This Global Certificate certifies that the person whose name is entered in the Register (the “Registered Holder”) is registered as the holder of an issue of Notes of the nominal amount, specified currency and specified denomination set out in Part A of the Schedule hereto. Interpretation and Definitions References in this Global Certificate to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the amended and restated Agency Agreement (as amended or supplemented as at the Issue Date, the “Agency Agreement”) dated 18 March 2020 between the Issuer, the Guarantor, The Bank of New York Mellon, acting through its London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this Global Certificate (including the supplemental definitions and any modifications or additions set out in Part A of the Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this Global Certificate shall have the meanings given to them in the Conditions or the Agency Agreement.

Appears in 1 contract

Samples: Agency Agreement

Issuer’s Options. Any option of the Issuer provided for in the Conditions shall be exercised by the Issuer giving notice to the Noteholders within the time limits set out in and containing the information required by the Conditions, except that the notice shall not be required to contain the serial numbers of Notes drawn in the case of a partial exercise of an option and accordingly no drawing of Notes shall be required. Noteholders' Options Any option of the Noteholders provided for in the Conditions may be exercised by the holder of this permanent Global Note giving notice to the Fiscal Agent within the time limits relating to the deposit of Notes with a Paying Agent set out in the Conditions, in accordance with the rules and procedures of Euroclear and Clearstream, Luxembourg and any Alternative Clearing System, as applicable, failing which, Conditions substantially in the form of the redemption notice available from any Paying Agent Agent, except that the notice shall not be required to contain the certificate numbers of the Notes in respect of which the option has been exercised, and stating the nominal amount of Notes in respect of which the option is exercised and at the same time presenting this permanent Global Note to the Fiscal Agent, or to a Paying Agent acting on behalf of the Fiscal Agent, for notation accordingly in the Fourth Schedule hereto. Events of Default The holder hereof may from time to time exercise the right to declare Notes represented by this permanent Global Note due and payable following an Event of Default in accordance with the Conditions by stating in a notice given to the Fiscal Agent the nominal amount of Notes (which may be less than the outstanding nominal amount hereof) to which such notice relates. If principal in respect of any Notes is not paid when due (but subject as provided below), In the holder of event that this permanent Global Note may from time to time elect that Direct Rights under the provisions of (or any part hereof) has become due and as defined in) the amended repayable and restated Deed of Covenant (as supplemented and/or amended as at the Issue Date, the “Deed of Covenant”) executed by the Issuer and the Guarantor as of 18 March 2020 (a copy of which is available for inspection at the specified office payment in full of the Fiscal Agent amount due has not been made to the bearer or has become exchangeable and which exchange in full has not been effected, in each case in accordance with the foregoing, then, unless within the period of 30 (thirty) days commencing on the relevant due date payment in full of the Issuer and the Guarantor acknowledges to apply to the Notes represented by this permanent Global Note) shall come into effect amount due in respect of a nominal amount of Notes up to the aggregate nominal amount in respect of which such failure to pay principal has occurred. Such election shall be made by notice to the Fiscal Agent and presentation of this permanent Global Note to is received by the bearer or to the order of the Fiscal Agent for reduction of the nominal amount of Notes represented by this permanent Global Note by such amount as may be stated in such notice by endorsement in Part I of the First Schedule hereto and a corresponding endorsement in Part II of the First Schedule hereto of such nominal amount of Notes formerly represented hereby as the nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant. Upon each such notice being given, this permanent Global Note shall become void to the extent of the nominal amount stated in such notice, save to the extent that the appropriate Direct Rights shall fail to take effect, for whatever reason. No such election may however be made on or before an Exchange Date unless the holder elects in such notice that the exchange for such Notes shall no longer take place. Notices Notices required to be given in respect of the Notes represented by this permanent Global Note may be given by their being delivered (so long as this permanent Global Note is held on behalf of Euroclearduly exchanged in full for Definitive Notes, Clearstream, Luxembourg or any other clearing system) to Euroclear, Clearstream, Luxembourg or such other clearing system, as the in each case may be, or otherwise to the holder of this permanent Global Note, rather than by publication as required by the Conditions, except that, so long as the Notes are listed and/or admitted to trading, notices required to be given to the holders pursuant to the Conditions shall also be published (if such publication is required) in a manner which complies with the rules and regulations of any stock exchange or other relevant authority on which the Notes are listed and/or admitted to trading. Negotiability This permanent Global Note is a bearer document and negotiable and accordingly: 1 is freely transferable by delivery and such transfer shall operate to confer upon the transferee all rights and benefits appertaining hereto and to bind the transferee with all obligations appertaining hereto pursuant to the Conditions; 2 the holder of this permanent Global Note is and shall be absolutely entitled as against all previous holders to receive all amounts by way of amounts payable upon redemption, interest or otherwise payable in respect of this permanent Global Note and the Issuer has waived against such holder and any previous holder of this permanent Global Note all rights of set-off or counterclaim that would or might otherwise be available to it in respect of the obligations evidenced by this Global Note; and 3 payment upon due presentation of this permanent Global Note as provided herein shall operate as a good discharge against such holder and all previous holders of this permanent Global Note. No provisions of this permanent Global Note shall alter or impair the obligation of the Issuer and the Guarantor to pay the principal and premium of and interest on the Notes when due in accordance with the Conditions and foregoing, at or before 5.00 p.m. (Amsterdam time) on such thirtieth day (the amended and restated Deed of Guarantee (as supplemented and/or amended as at the Issue Date"Relevant Time") executed by the Guarantor as of 18 March 2020. This permanent Global Note shall not be valid or become obligatory for any purpose until authenticated by or on behalf of the Fiscal Agent. This permanent Global Note and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law. In witness whereof the Issuer has caused this permanent Global Note to be duly signed on its behalf. Dated as of the Issue Date. QNB FINANCE LTD By: Name: Certificate of Authentication This permanent Global Note is authenticated by or on behalf of the Fiscal Agent. THE BANK OF NEW YORK MELLON, ACTING THROUGH ITS LONDON BRANCH as Fiscal Agent By: Name: Authorised Signatory For the purposes of authentication only. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. The First Schedule Part I Nominal Amount of Notes Represented by this Permanent Global Note The following (i) issues of Notes initially represented by this permanent Global Note, (ii) exchanges of interests in a temporary Global Note for interests in this permanent Global Note, (iii) exchanges of the whole or a part of this permanent Global Note for Definitive Notes or for Direct Rights under the Deed of Covenant, (iv) cancellations or forfeitures of interests in this permanent Global Note and/or (v) payments of amounts payable upon redemption in respect of this permanent Global Note have been made, resulting in the nominal amount of this permanent Global Note specified in the latest entry in the fourth column: Date Amount of increase/decrease in nominal amount of this permanent Global Note Reason for increase/decreas e in nominal amount of this permanent Global Note (initial issue, exchange, cancellation, forfeiture or payment, stating amount of payment madeincluding the obligation hereunder to issue Definitive Notes) Nominal Amount of will become void and the bearer will have no further rights under this permanent Global Note following such increase/decrease Notation made by or but each Relevant Account Holder shall automatically acquire, without the need for any further action on behalf of any person, against the Fiscal Agent Part II Issuer all those rights ("Direct Rights The nominal amount of Rights") which such Relevant Account Holder would have had if at the Relevant Time it held and owned duly executed and authenticated Definitive Notes and (if applicable) Coupons and/or Talons in respect of which Direct Rights have arisen under the Deed of Covenant is shown each underlying Note represented by the latest entry in the third column below: Date Amount of increase in nominal amount of Notes in respect of which Direct Rights have arisen Initial nominal amount and nominal amount following such increase Notation by or on behalf of the Fiscal Agent (other than in respect of initial nominal amount) Issue Date Not applicable zero Not applicable The Second Schedule Payments of Interest The following payments of interest or Interest Amount in respect of this Permanent Global Note have been made: Due date of payment Date of payment Amount of interest Notation made by or on behalf of the Fiscal Agent The Third Schedule [INSERT THE PROVISIONS OF THE RELEVANT FINAL TERMS THAT RELATE TO THE CONDITIONS OR THE GLOBAL NOTES AS THE THIRD SCHEDULE] The Fourth Schedule Exercise of Noteholders’ Option The following exercises of the option of the Noteholders provided for in the Conditions have been made in respect of the stated nominal amount of this permanent Global Note: Date of exercise Nominal Amount of this permanent Global Note in respect of which exercise is made Date on which exercise of such option is effective Notation made by or on behalf of Relevant Account Holder has credited to its securities account with the Fiscal Agent Schedule 1 Part C Form of Global Certificate QNB FINANCE LTD (incorporated as an exempted company with limited liability under the laws of the Cayman Islands) U.S.$17,500,000,000 Medium Term Note Programme guaranteed by Qatar National Bank (Q.P.S.C.) (incorporated as a Qatari Public Shareholding Company) GLOBAL CERTIFICATE Global Certificate No. This Global Certificate is issued in respect of the Notes (the “Notes”) of the Tranche and Series specified in Part A of the Schedule hereto of QNB Finance Ltd (the “Issuer”) and guaranteed by Qatar National Bank (Q.P.S.C.) (the “Guarantor”). This Global Certificate certifies that the person whose name is entered in the Register (the “Registered Holder”) is registered as the holder of an issue of Notes of the nominal amount, specified currency and specified denomination set out in Part A of the Schedule hereto. Interpretation and Definitions References in this Global Certificate to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the amended and restated Agency Agreement (as amended or supplemented as Relevant Clearing System at the Issue Date, the “Agency Agreement”) dated 18 March 2020 between the Relevant Time. The Issuer, the Guarantor, The Bank of New York Mellon, acting through its London Branch as fiscal agent 's obligation pursuant to this paragraph shall be a separate and independent obligation by reference to each relevant underlying Note and the other agents named Issuer agrees that a Relevant Account Holder may assign its rights hereunder in it, as such form is supplemented and/or modified and/or superseded by the provisions of this Global Certificate (including the supplemental definitions and any modifications whole or additions set out in Part A of the Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this Global Certificate shall have the meanings given to them in the Conditions or the Agency Agreementpart.

Appears in 1 contract

Samples: Agency Agreement

Issuer’s Options. Any option of the Issuer provided for in the Conditions shall be exercised by the Issuer giving notice to the Noteholders within the time limits set out in and containing the information required by the Conditions, except that the notice shall not be required to contain the serial numbers of Notes drawn in the case of a partial exercise of an option and accordingly no drawing of Notes shall be required. Noteholders’ Options Any option of the Noteholders provided for in the Conditions may be exercised by the holder of this permanent Global Note giving notice to the Fiscal Agent within the time limits relating to the deposit of Notes with a Paying Agent set out in the Conditions, in accordance with the rules and procedures of Euroclear and Clearstream, Luxembourg and any Alternative Clearing System, as applicable, failing which, Conditions substantially in the form of the redemption notice available from any Paying Agent Agent, except that the notice shall not be required to contain the certificate numbers of the Notes in respect of which the option has been exercised, and stating the nominal amount of Notes in respect of which the option is exercised and at the same time presenting this permanent Global Note to the Fiscal Agent, or to a Paying Agent acting on behalf of the Fiscal Agent, for notation accordingly in the Fourth Schedule hereto. Events of Default The holder hereof may from time to time exercise the right to declare Notes represented by this permanent Global Note due and payable following an Event of Default in accordance with the Conditions by stating in a notice given to the Fiscal Agent the nominal amount of Notes (which may be less than the outstanding nominal amount hereof) to which such notice relates. If principal in respect of any Notes is not paid when due (but subject as provided below), In the holder of event that this permanent Global Note may from time to time elect that Direct Rights under the provisions of (or any part hereof) has become due and as defined in) the amended repayable and restated Deed of Covenant (as supplemented and/or amended as at the Issue Date, the “Deed of Covenant”) executed by the Issuer and the Guarantor as of 18 March 2020 (a copy of which is available for inspection at the specified office payment in full of the Fiscal Agent amount due has not been made to the bearer or has become exchangeable and which exchange in full has not been effected, in each case in accordance with the foregoing, then, unless within the period of 30 (thirty) days commencing on the relevant due date payment in full of the Issuer and the Guarantor acknowledges to apply to the Notes represented by this permanent Global Note) shall come into effect amount due in respect of a nominal amount of Notes up to the aggregate nominal amount in respect of which such failure to pay principal has occurred. Such election shall be made by notice to the Fiscal Agent and presentation of this permanent Global Note to is received by the bearer or to the order of the Fiscal Agent for reduction of the nominal amount of Notes represented by this permanent Global Note by such amount as may be stated in such notice by endorsement in Part I of the First Schedule hereto and a corresponding endorsement in Part II of the First Schedule hereto of such nominal amount of Notes formerly represented hereby as the nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant. Upon each such notice being given, this permanent Global Note shall become void to the extent of the nominal amount stated in such notice, save to the extent that the appropriate Direct Rights shall fail to take effect, for whatever reason. No such election may however be made on or before an Exchange Date unless the holder elects in such notice that the exchange for such Notes shall no longer take place. Notices Notices required to be given in respect of the Notes represented by this permanent Global Note may be given by their being delivered (so long as this permanent Global Note is held on behalf of Euroclearduly exchanged in full for Definitive Notes, Clearstream, Luxembourg or any other clearing system) to Euroclear, Clearstream, Luxembourg or such other clearing system, as the in each case may be, or otherwise to the holder of this permanent Global Note, rather than by publication as required by the Conditions, except that, so long as the Notes are listed and/or admitted to trading, notices required to be given to the holders pursuant to the Conditions shall also be published (if such publication is required) in a manner which complies with the rules and regulations of any stock exchange or other relevant authority on which the Notes are listed and/or admitted to trading. Negotiability This permanent Global Note is a bearer document and negotiable and accordingly: 1 is freely transferable by delivery and such transfer shall operate to confer upon the transferee all rights and benefits appertaining hereto and to bind the transferee with all obligations appertaining hereto pursuant to the Conditions; 2 the holder of this permanent Global Note is and shall be absolutely entitled as against all previous holders to receive all amounts by way of amounts payable upon redemption, interest or otherwise payable in respect of this permanent Global Note and the Issuer has waived against such holder and any previous holder of this permanent Global Note all rights of set-off or counterclaim that would or might otherwise be available to it in respect of the obligations evidenced by this Global Note; and 3 payment upon due presentation of this permanent Global Note as provided herein shall operate as a good discharge against such holder and all previous holders of this permanent Global Note. No provisions of this permanent Global Note shall alter or impair the obligation of the Issuer and the Guarantor to pay the principal and premium of and interest on the Notes when due in accordance with the Conditions and foregoing, at or before 5.00 p.m. (Amsterdam time) on such thirtieth day (the amended and restated Deed of Guarantee (as supplemented and/or amended as at the Issue Date“Relevant Time”) executed by the Guarantor as of 18 March 2020. This permanent Global Note shall not be valid or become obligatory for any purpose until authenticated by or on behalf of the Fiscal Agent. This permanent Global Note and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law. In witness whereof the Issuer has caused this permanent Global Note to be duly signed on its behalf. Dated as of the Issue Date. QNB FINANCE LTD By: Name: Certificate of Authentication This permanent Global Note is authenticated by or on behalf of the Fiscal Agent. THE BANK OF NEW YORK MELLON, ACTING THROUGH ITS LONDON BRANCH as Fiscal Agent By: Name: Authorised Signatory For the purposes of authentication only. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. The First Schedule Part I Nominal Amount of Notes Represented by this Permanent Global Note The following (i) issues of Notes initially represented by this permanent Global Note, (ii) exchanges of interests in a temporary Global Note for interests in this permanent Global Note, (iii) exchanges of the whole or a part of this permanent Global Note for Definitive Notes or for Direct Rights under the Deed of Covenant, (iv) cancellations or forfeitures of interests in this permanent Global Note and/or (v) payments of amounts payable upon redemption in respect of this permanent Global Note have been made, resulting in the nominal amount of this permanent Global Note specified in the latest entry in the fourth column: Date Amount of increase/decrease in nominal amount of this permanent Global Note Reason for increase/decreas e in nominal amount of this permanent Global Note (initial issue, exchange, cancellation, forfeiture or payment, stating amount of payment madeincluding the obligation hereunder to issue Definitive Notes) Nominal Amount of will become void and the bearer will have no further rights under this permanent Global Note following such increase/decrease Notation made by or but each Relevant Account Holder shall automatically acquire, without the need for any further action on behalf of any person, against the Fiscal Agent Part II Issuer all those rights (“Direct Rights The nominal amount of Rights”) which such Relevant Account Holder would have had if at the Relevant Time it held and owned duly executed and authenticated Definitive Notes and (if applicable) Coupons and/or Talons in respect of which Direct Rights have arisen under the Deed of Covenant is shown each underlying Note represented by the latest entry in the third column below: Date Amount of increase in nominal amount of Notes in respect of which Direct Rights have arisen Initial nominal amount and nominal amount following such increase Notation by or on behalf of the Fiscal Agent (other than in respect of initial nominal amount) Issue Date Not applicable zero Not applicable The Second Schedule Payments of Interest The following payments of interest or Interest Amount in respect of this Permanent Global Note have been made: Due date of payment Date of payment Amount of interest Notation made by or on behalf of the Fiscal Agent The Third Schedule [INSERT THE PROVISIONS OF THE RELEVANT FINAL TERMS THAT RELATE TO THE CONDITIONS OR THE GLOBAL NOTES AS THE THIRD SCHEDULE] The Fourth Schedule Exercise of Noteholders’ Option The following exercises of the option of the Noteholders provided for in the Conditions have been made in respect of the stated nominal amount of this permanent Global Note: Date of exercise Nominal Amount of this permanent Global Note in respect of which exercise is made Date on which exercise of such option is effective Notation made by or on behalf of Relevant Account Holder has credited to its securities account with the Fiscal Agent Schedule 1 Part C Form of Global Certificate QNB FINANCE LTD (incorporated as an exempted company with limited liability under the laws of the Cayman Islands) U.S.$17,500,000,000 Medium Term Note Programme guaranteed by Qatar National Bank (Q.P.S.C.) (incorporated as a Qatari Public Shareholding Company) GLOBAL CERTIFICATE Global Certificate No. This Global Certificate is issued in respect of the Notes (the “Notes”) of the Tranche and Series specified in Part A of the Schedule hereto of QNB Finance Ltd (the “Issuer”) and guaranteed by Qatar National Bank (Q.P.S.C.) (the “Guarantor”). This Global Certificate certifies that the person whose name is entered in the Register (the “Registered Holder”) is registered as the holder of an issue of Notes of the nominal amount, specified currency and specified denomination set out in Part A of the Schedule hereto. Interpretation and Definitions References in this Global Certificate to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the amended and restated Agency Agreement (as amended or supplemented as Relevant Clearing System at the Issue Date, the “Agency Agreement”) dated 18 March 2020 between the Relevant Time. The Issuer, the Guarantor, The Bank of New York Mellon, acting through its London Branch as fiscal agent ’s obligation pursuant to this paragraph shall be a separate and independent obligation by reference to each relevant underlying Note and the other agents named Issuer agrees that a Relevant Account Holder may assign its rights hereunder in it, as such form is supplemented and/or modified and/or superseded by the provisions of this Global Certificate (including the supplemental definitions and any modifications whole or additions set out in Part A of the Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this Global Certificate shall have the meanings given to them in the Conditions or the Agency Agreementpart.

Appears in 1 contract

Samples: Agency Agreement

Issuer’s Options. Any option of If Call Option is specified in the Offering Circular Supplement, the Issuer provided for in the Conditions shall be exercised by the Issuer may, on giving not less than 15 nor more than 30 days' irrevocable notice to the Noteholders within the time limits set out in and containing the information required by the Conditions, except that the (or such other notice shall not be required to contain the serial numbers of Notes drawn in the case of a partial exercise of an option and accordingly no drawing of Notes shall be required. Noteholders’ Options Any option of the Noteholders provided for in the Conditions may be exercised by the holder of this permanent Global Note giving notice to the Fiscal Agent within the time limits relating to the deposit of Notes with a Paying Agent set out in the Conditions, in accordance with the rules and procedures of Euroclear and Clearstream, Luxembourg and any Alternative Clearing System, as applicable, failing which, in the form of the redemption notice available from any Paying Agent and stating the nominal amount of Notes in respect of which the option is exercised and at the same time presenting this permanent Global Note to the Fiscal Agent, or to a Paying Agent acting on behalf of the Fiscal Agent, for notation accordingly in the Fourth Schedule hereto. Events of Default The holder hereof may from time to time exercise the right to declare Notes represented by this permanent Global Note due and payable following an Event of Default in accordance with the Conditions by stating in a notice given to the Fiscal Agent the nominal amount of Notes (which may be less than the outstanding nominal amount hereof) to which such notice relates. If principal in respect of any Notes is not paid when due (but subject as provided below), the holder of this permanent Global Note may from time to time elect that Direct Rights under the provisions of (and as defined in) the amended and restated Deed of Covenant (as supplemented and/or amended as at the Issue Date, the “Deed of Covenant”) executed by the Issuer and the Guarantor as of 18 March 2020 (a copy of which is available for inspection at the specified office of the Fiscal Agent and which each of the Issuer and the Guarantor acknowledges to apply to the Notes represented by this permanent Global Note) shall come into effect in respect of a nominal amount of Notes up to the aggregate nominal amount in respect of which such failure to pay principal has occurred. Such election shall be made by notice to the Fiscal Agent and presentation of this permanent Global Note to or to the order of the Fiscal Agent for reduction of the nominal amount of Notes represented by this permanent Global Note by such amount period as may be stated specified), redeem, or exercise any Issuer's option (as may be described in such notice by endorsement the relevant Offering Circular Supplement) in Part I of the First Schedule hereto and a corresponding endorsement in Part II of the First Schedule hereto of such nominal amount of Notes formerly represented hereby as the nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant. Upon each such notice being givenrelation to, this permanent Global Note shall become void to the extent of the nominal amount stated in such noticeall or, save to the extent that the appropriate Direct Rights shall fail to take effectif so provided, for whatever reason. No such election may however be made on or before an Exchange Date unless the holder elects in such notice that the exchange for such Notes shall no longer take place. Notices Notices required to be given in respect some of the Notes represented by this permanent Global Note may be given by their being delivered (so long as this permanent Global Note is held on behalf of Euroclear, Clearstream, Luxembourg any Optional Redemption Date or any other clearing system) to Euroclear, Clearstream, Luxembourg or such other clearing systemOption Exercise Date, as the case may be. Any such redemption of Notes shall be at their Optional Redemption Amount together with interest accrued to the date fixed for redemption. Any such redemption or exercise must relate to Notes of a nominal amount at least equal to the minimum nominal amount to be redeemed specified in the Offering Circular Supplement and no greater than the maximum nominal amount to be redeemed specified in the relevant Offering Circular Supplement. All Notes in respect of which any such notice is given shall be redeemed, or otherwise the Issuer's option shall be exercised, on the date specified in such notice in accordance with this Condition. In the case of a partial redemption or a partial exercise of an Issuer's option, the notice to Noteholders shall also contain the holder certificate numbers of this permanent Global Notethe Notes to be redeemed or in respect of which such option has been exercised, rather than by publication which shall have been drawn in such place as required by the ConditionsTrustee may approve and in such manner as it deems appropriate, except that, so subject to compliance with any applicable laws and stock exchange or other relevant authority requirements. So long as the Notes are listed and/or admitted to trading, notices required to be given to on the holders pursuant to the Conditions shall also be published (if such publication is required) in a manner which complies with Irish Stock Exchange or any other stock exchange and the rules and regulations of any the relevant stock exchange or other relevant authority on which the Notes are listed and/or admitted to trading. Negotiability This permanent Global Note is a bearer document and negotiable and accordingly: 1 is freely transferable by delivery and such transfer shall operate to confer upon the transferee all rights and benefits appertaining hereto and to bind the transferee with all obligations appertaining hereto pursuant to the Conditions; 2 the holder of this permanent Global Note is and shall be absolutely entitled as against all previous holders to receive all amounts by way of amounts payable upon redemptionso require, interest or otherwise payable in respect of this permanent Global Note and the Issuer shall, once in each year in which there has waived against such holder and any previous holder of this permanent Global Note all rights of set-off or counterclaim that would or might otherwise be available to it in respect been a partial redemption of the obligations evidenced by this Global Note; and 3 payment upon due presentation of this permanent Global Note as provided herein shall operate as a good discharge against such holder and all previous holders of this permanent Global Note. No provisions of this permanent Global Note shall alter or impair the obligation of the Issuer and the Guarantor to pay the principal and premium of and interest on the Notes when due in accordance with the Conditions and the amended and restated Deed of Guarantee (as supplemented and/or amended as at the Issue Date) executed by the Guarantor as of 18 March 2020. This permanent Global Note shall not be valid or become obligatory for any purpose until authenticated by or on behalf of the Fiscal Agent. This permanent Global Note and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law. In witness whereof the Issuer has caused this permanent Global Note Notes, cause to be duly signed on its behalf. Dated as of the Issue Date. QNB FINANCE LTD By: Name: Certificate of Authentication This permanent Global Note is authenticated by or on behalf of the Fiscal Agent. THE BANK OF NEW YORK MELLON, ACTING THROUGH ITS LONDON BRANCH as Fiscal Agent By: Name: Authorised Signatory For the purposes of authentication only. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. The First Schedule Part I Nominal Amount of Notes Represented by this Permanent Global Note The following (i) issues of Notes initially represented by this permanent Global Note, (ii) exchanges of interests published in a temporary Global Note for interests leading newspaper of general circulation in this permanent Global NoteIreland, (iii) exchanges of or as specified by such other stock exchange or other relevant authority, a notice specifying the whole or a part of this permanent Global Note for Definitive Notes or for Direct Rights under the Deed of Covenant, (iv) cancellations or forfeitures of interests in this permanent Global Note and/or (v) payments of amounts payable upon redemption in respect of this permanent Global Note have been made, resulting in the nominal amount of this permanent Global Note specified in the latest entry in the fourth column: Date Amount of increase/decrease in nominal amount of this permanent Global Note Reason for increase/decreas e in nominal amount of this permanent Global Note (initial issue, exchange, cancellation, forfeiture or payment, stating amount of payment made) Nominal Amount of this permanent Global Note following such increase/decrease Notation made by or on behalf of the Fiscal Agent Part II Direct Rights The aggregate nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant is shown by the latest entry in the third column below: Date Amount of increase in nominal amount of Notes in respect of which Direct Rights have arisen Initial nominal amount outstanding and nominal amount following such increase Notation by or on behalf of the Fiscal Agent (other than in respect of initial nominal amount) Issue Date Not applicable zero Not applicable The Second Schedule Payments of Interest The following payments of interest or Interest Amount in respect of this Permanent Global Note have been made: Due date of payment Date of payment Amount of interest Notation made by or on behalf of the Fiscal Agent The Third Schedule [INSERT THE PROVISIONS OF THE RELEVANT FINAL TERMS THAT RELATE TO THE CONDITIONS OR THE GLOBAL NOTES AS THE THIRD SCHEDULE] The Fourth Schedule Exercise of Noteholders’ Option The following exercises of the option of the Noteholders provided for in the Conditions have been made in respect of the stated nominal amount of this permanent Global Note: Date of exercise Nominal Amount of this permanent Global Note in respect of which exercise is made Date on which exercise of such option is effective Notation made by or on behalf of the Fiscal Agent Schedule 1 Part C Form of Global Certificate QNB FINANCE LTD (incorporated as an exempted company with limited liability under the laws of the Cayman Islands) U.S.$17,500,000,000 Medium Term Note Programme guaranteed by Qatar National Bank (Q.P.S.C.) (incorporated as a Qatari Public Shareholding Company) GLOBAL CERTIFICATE Global Certificate No. This Global Certificate is issued in respect list of the Notes (the “Notes”) of the Tranche and Series specified in Part A of the Schedule hereto of QNB Finance Ltd (the “Issuer”) and guaranteed by Qatar National Bank (Q.P.S.C.) (the “Guarantor”)drawn for redemption but not surrendered. This Global Certificate certifies that the person whose name is entered in the Register (the “Registered Holder”) is registered as the holder of an issue of Notes of the nominal amount, specified currency and specified denomination set out in Part A of the Schedule hereto. Interpretation and Definitions References in this Global Certificate to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the amended and restated Agency Agreement (as amended or supplemented as at the Issue Date, the “Agency Agreement”) dated 18 March 2020 between the Issuer, the Guarantor, The Bank of New York Mellon, acting through its London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this Global Certificate (including the supplemental definitions and any modifications or additions set out in Part A of the Schedule hereto), which in In the event of an early redemption of Notes pursuant to this Condition 7(e), payment of the Optional Redemption Amount may be made subject to the operation of Condition 4(e), and therefore may be less than the principal amount of, and any conflict shall prevail). Other capitalised terms used in this Global Certificate shall have accrued interest and other sums due under, the meanings given to them in the Conditions or the Agency AgreementNotes being redeemed.

Appears in 1 contract

Samples: www.ise.ie

Issuer’s Options. Any option of the Issuer provided for in the Conditions shall be exercised by the Issuer giving notice to the Noteholders within the time limits set out in in, and containing the information required by by, the Conditions, except that the notice shall not be required to contain the serial certificate numbers of Notes drawn in the case of a partial exercise of an option and accordingly no drawing of Notes shall be required. In the event that any option of the Issuer is exercised in respect of some but not all of the Notes represented by this Permanent Global Note, the rights of accountholders with any clearing system on behalf of which this Permanent Global Note is held will be governed by the standard procedures of such clearing system. Noteholders’ Options Any option of the Noteholders provided for in the Conditions may be exercised by the holder of this permanent Permanent Global Note giving notice to the Fiscal Agent within the time limits relating to the deposit of Notes with a Paying Agent set out in the Conditions, in accordance with the rules and procedures of Euroclear and Clearstream, Luxembourg and any Alternative Clearing System, as applicable, failing which, Conditions substantially in the form of the redemption notice available from any Paying Agent Agent, except that the notice shall not be required to contain the certificate numbers of the Notes in respect of which the option has been exercised, and stating the nominal principal amount of Notes in respect of which the option is exercised and at the same time presenting this permanent Permanent Global Note to the Fiscal Issuing and Paying Agent, or to a Paying Agent acting on behalf of the Fiscal Issuing and Paying Agent, for notation accordingly in the Fourth Schedule hereto. Events of Default The holder hereof may from time to time exercise the right to declare Notes represented by this permanent Global Note due and payable following an Event of Default in accordance with the Conditions by stating in a notice given to the Fiscal Agent the nominal amount of Notes (which may be less than the outstanding nominal amount hereof) to which such notice relates. If principal in respect of any Notes is not paid when due (but subject as provided below), the holder of this permanent Global Note may from time to time elect that Direct Rights under the provisions of (and as defined in) the amended and restated Deed of Covenant (as supplemented and/or amended as at the Issue Date, the “Deed of Covenant”) executed by the Issuer and the Guarantor as of 18 March 2020 (a copy of which is available for inspection at the specified office of the Fiscal Agent and which each of the Issuer and the Guarantor acknowledges to apply to the Notes represented by this permanent Global Note) shall come into effect in respect of a nominal amount of Notes up to the aggregate nominal amount in respect of which such failure to pay principal has occurred. Such election shall be made by notice to the Fiscal Agent and presentation of this permanent Global Note to or to the order of the Fiscal Agent for reduction of the nominal amount of Notes represented by this permanent Global Note by such amount as may be stated in such notice by endorsement in Part I of the First Schedule hereto and a corresponding endorsement in Part II of the First Schedule hereto of such nominal amount of Notes formerly represented hereby as the nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant. Upon each such notice being given, this permanent Global Note shall become void to the extent of the nominal amount stated in such notice, save to the extent that the appropriate Direct Rights shall fail to take effect, for whatever reason. No such election may however be made on or before an Exchange Date unless the holder elects in such notice that the exchange for such Notes shall no longer take place. Notices Notices required to be given in respect of the Notes represented by this permanent Permanent Global Note may be given by their being delivered (so long as this permanent Permanent Global Note is held on behalf of Euroclear, Clearstream, Luxembourg or any other clearing systeman Alternative Clearing System) to Euroclear, Clearstream, Luxembourg or such other clearing systemthe Alternative Clearing System, as the case may be, or otherwise to the holder of this permanent Permanent Global Note, rather than by publication as required by the Conditions, Conditions (except that, if and for so long as the Notes are listed and/or admitted on a Stock Exchange, all notices to trading, notices required to be given to holders of the holders pursuant to the Conditions shall also Notes will be published (if such publication is required) in a manner which complies with the rules and regulations of any stock exchange or other relevant authority on which the Notes are listed and/or admitted to trading. Negotiability This permanent Global Note is a bearer document and negotiable and accordingly: 1 is freely transferable by delivery and such transfer shall operate to confer upon the transferee all rights and benefits appertaining hereto and to bind the transferee with all obligations appertaining hereto pursuant to the Conditions; 2 the holder of this permanent Global Note is and shall be absolutely entitled as against all previous holders to receive all amounts by way of amounts payable upon redemption, interest or otherwise payable in respect of this permanent Global Note and the Issuer has waived against such holder and any previous holder of this permanent Global Note all rights of set-off or counterclaim that would or might otherwise be available to it in respect of the obligations evidenced by this Global Note; and 3 payment upon due presentation of this permanent Global Note as provided herein shall operate as a good discharge against such holder and all previous holders of this permanent Global Note. No provisions of this permanent Global Note shall alter or impair the obligation of the Issuer and the Guarantor to pay the principal and premium of and interest on the Notes when due in accordance with the Conditions and the amended and restated Deed of Guarantee (as supplemented and/or amended as at the Issue Date) executed by the Guarantor as of 18 March 2020. This permanent Global Note shall not be valid or become obligatory for any purpose until authenticated by or on behalf of the Fiscal Agent. This permanent Global Note and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law. In witness whereof the Issuer has caused this permanent Global Note to be duly signed on its behalf. Dated as of the Issue Date. QNB FINANCE LTD By: Name: Certificate of Authentication This permanent Global Note is authenticated by or on behalf of the Fiscal Agent. THE BANK OF NEW YORK MELLON, ACTING THROUGH ITS LONDON BRANCH as Fiscal Agent By: Name: Authorised Signatory For the purposes of authentication only. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. The First Schedule Part I Nominal Amount of Notes Represented by this Permanent Global Note The following (i) issues of Notes initially represented by this permanent Global Note, (ii) exchanges of interests in a temporary Global Note for interests in this permanent Global Note, (iii) exchanges of the whole or a part of this permanent Global Note for Definitive Notes or for Direct Rights under the Deed of Covenant, (iv) cancellations or forfeitures of interests in this permanent Global Note and/or (v) payments of amounts payable upon redemption in respect of this permanent Global Note have been made, resulting in the nominal amount of this permanent Global Note specified in the latest entry in the fourth column: Date Amount of increase/decrease in nominal amount of this permanent Global Note Reason for increase/decreas e in nominal amount of this permanent Global Note (initial issue, exchange, cancellation, forfeiture or payment, stating amount of payment made) Nominal Amount of this permanent Global Note following such increase/decrease Notation made by or on behalf of the Fiscal Agent Part II Direct Rights The nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant is shown by the latest entry in the third column below: Date Amount of increase in nominal amount of Notes in respect of which Direct Rights have arisen Initial nominal amount and nominal amount following such increase Notation by or on behalf of the Fiscal Agent (other than in respect of initial nominal amount) Issue Date Not applicable zero Not applicable The Second Schedule Payments of Interest The following payments of interest or Interest Amount in respect of this Permanent Global Note have been made: Due date of payment Date of payment Amount of interest Notation made by or on behalf of the Fiscal Agent The Third Schedule [INSERT THE PROVISIONS OF THE RELEVANT FINAL TERMS THAT RELATE TO THE CONDITIONS OR THE GLOBAL NOTES AS THE THIRD SCHEDULE] The Fourth Schedule Exercise of Noteholders’ Option The following exercises of the option of the Noteholders provided for in the Conditions have been made in respect of the stated nominal amount of this permanent Global Note: Date of exercise Nominal Amount of this permanent Global Note in respect of which exercise is made Date on which exercise rules of such option is effective Notation made by or on behalf of the Fiscal Agent Schedule 1 Part C Form of Global Certificate QNB FINANCE LTD (incorporated as an exempted company with limited liability under the laws of the Cayman Islands) U.S.$17,500,000,000 Medium Term Note Programme guaranteed by Qatar National Bank (Q.P.S.C.) (incorporated as a Qatari Public Shareholding Company) GLOBAL CERTIFICATE Global Certificate No. This Global Certificate is issued in respect of the Notes (the “Notes”) of the Tranche and Series specified in Part A of the Schedule hereto of QNB Finance Ltd (the “Issuer”) and guaranteed by Qatar National Bank (Q.P.S.C.) (the “Guarantor”Stock Exchange). This Global Certificate certifies that the person whose name is entered in the Register (the “Registered Holder”) is registered as the holder of an issue of Notes of the nominal amount, specified currency and specified denomination set out in Part A of the Schedule hereto. Interpretation and Definitions References in this Global Certificate to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the amended and restated Agency Agreement (as amended or supplemented as at the Issue Date, the “Agency Agreement”) dated 18 March 2020 between the Issuer, the Guarantor, The Bank of New York Mellon, acting through its London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this Global Certificate (including the supplemental definitions and any modifications or additions set out in Part A of the Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this Global Certificate shall have the meanings given to them in the Conditions or the Agency Agreement.

Appears in 1 contract

Samples: Option Agreement

Issuer’s Options. Any option of the Issuer provided for in the Conditions shall be exercised by the Issuer giving notice to the Noteholders within the time limits set out in and containing the information required by the Conditions, except that the notice shall not be required to contain the serial numbers of Notes drawn in the case of a partial exercise of an option and accordingly no drawing of Notes shall be required. Noteholders’ Options Any option of the Noteholders provided for in the Conditions may be exercised by the holder of this permanent Global Note giving notice to the Fiscal Agent within the time limits relating to the deposit of Notes with a Paying Agent set out in the Conditions, in accordance with the rules and procedures of Euroclear and Clearstream, Luxembourg and any Alternative Clearing System, as applicable, failing which, Conditions substantially in the form of the redemption notice available from any Paying Agent Agent, except that the notice shall not be required to contain the certificate numbers of the Notes in respect of which the option has been exercised, and stating the nominal amount of Notes in respect of which the option is exercised and at the same time presenting this permanent Global Note to the Fiscal Agent, or to a Paying Agent acting on behalf of the Fiscal Agent, for notation accordingly in the Fourth Schedule hereto. Events of Default The holder hereof may from time to time exercise the right to declare Notes represented by this permanent Global Note due and payable following an Event of Default in accordance with the Conditions by stating in a notice given to the Fiscal Agent the nominal amount of Notes (which may be less than the outstanding nominal amount hereof) to which such notice relates. If principal in respect of any Notes is not paid when due (but subject as provided below), the holder of this permanent Global Note may from time to time elect that Direct Rights under the provisions of (and as defined in) the amended and restated Deed of Covenant (as supplemented and/or amended as at the Issue Date, the “Deed of Covenant”) executed by the Issuer and the Guarantor as of 18 March 19 August 2020 (a copy of which is available for inspection at the specified office of the Fiscal Agent and which each of the Issuer and the Guarantor acknowledges to apply to the Notes represented by this permanent Global Note) shall come into effect in respect of a nominal amount of Notes up to the aggregate nominal amount in respect of which such failure to pay principal has occurred. Such election shall be made by notice to the Fiscal Agent and presentation of this permanent Global Note to or to the order of the Fiscal Agent for reduction of the nominal amount of Notes represented by this permanent Global Note by such amount as may be stated in such notice by endorsement in Part I of the First Schedule hereto and a corresponding endorsement in Part II of the First Schedule hereto of such nominal amount of Notes formerly represented hereby as the nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant. Upon each such notice being given, this permanent Global Note shall become void to the extent of the nominal amount stated in such notice, save to the extent that the appropriate Direct Rights shall fail to take effect, for whatever reason. No such election may however be made on or before an Exchange Date unless the holder elects in such notice that the exchange for such Notes shall no longer take place. Notices Notices required to be given in respect of the Notes represented by this permanent Global Note may be given by their being delivered (so long as this permanent Global Note is held on behalf of Euroclear, Clearstream, Luxembourg Clearstream or any other clearing system) to Euroclear, Clearstream, Luxembourg Clearstream or such other clearing system, as the case may be, or otherwise to the holder of this permanent Global Note, rather than by publication as required by the Conditions, except that, that (i) so long as the Notes are listed and/or admitted to tradingon the Luxembourg Stock Exchange and the rules of that exchange so require, notices required to be given to the holders pursuant to the Conditions shall also be published either on the website of the Luxembourg Stock Exchange (if such publication is requiredxxx.xxxxxx.xx) or in a manner leading newspaper having general circulation in Luxembourg (which complies with is expected to be the rules Luxemburger Wort) and regulations of any stock exchange or other relevant authority on which (ii) so long as the Notes are listed and/or and admitted to tradingtrading on Euronext Paris, in a leading daily financial newspaper of general circulation in France (which is expected to be Les Echos) or in accordance with Articles 221-3 and 221-4 of the Règlement Général of the AMF. Negotiability This permanent Global Note is a bearer document and negotiable and accordingly: 1 is freely transferable by delivery and such transfer shall operate to confer upon the transferee all rights and benefits appertaining hereto and to bind the transferee with all obligations appertaining hereto pursuant to the Conditions; Conditions 2 the holder of this permanent Global Note is and shall be absolutely entitled as against all previous holders to receive all amounts by way of amounts payable upon redemption, interest or otherwise payable in respect of this permanent Global Note and the Issuer has waived against such holder and any previous holder of this permanent Global Note all rights of set-off or counterclaim that would or might otherwise be available to it in respect of the obligations evidenced by this Global Note; Note and 3 payment upon due presentation of this permanent Global Note as provided herein shall operate as a good discharge against such holder and all previous holders of this permanent Global Note. No provisions of this permanent Global Note shall alter or impair the obligation of the Issuer and the Guarantor to pay the principal and premium of and interest on the Notes when due in accordance with the Conditions and the amended and restated Deed of Guarantee (as supplemented and/or amended as at the Issue Date) executed by the Guarantor as of 18 March 2020Conditions. This permanent Global Note shall not be valid or become obligatory for any purpose until authenticated by or on behalf of the Fiscal Agent. This permanent Global Note and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law. In witness whereof the Issuer has caused this permanent Global Note to be duly signed on its behalf. Dated as of the Issue Date. QNB FINANCE LTD Caisse d’Amortissement de la Dette Sociale By: Name: Certificate of Authentication This permanent Global Note is authenticated without recourse, liability or warranty by or on behalf of the Fiscal Agent. THE BANK OF NEW YORK MELLON, ACTING THROUGH ITS LONDON BRANCH as Fiscal Agent By: Name: Authorised Signatory For the purposes of authentication only. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. The First Schedule Part I Nominal Amount of Notes Represented by this Permanent Global Note The following (i) issues of Notes initially represented by this permanent Global Note, (ii) exchanges of interests in a temporary Global Note for interests in this permanent Global Note, (iii) exchanges of the whole or a part of this permanent Global Note for Definitive Notes or for Direct Rights under the Deed of Covenant, (iv) cancellations or forfeitures of interests in this permanent Global Note and/or (v) payments of amounts payable upon redemption in respect of this permanent Global Note have been made, resulting in the nominal amount of this permanent Global Note specified in the latest entry in the fourth column: Date Amount of increase/decrease in nominal amount of this permanent Global Note Reason for increase/decreas e in nominal amount of this permanent Global Note (initial issue, exchange, cancellation, forfeiture or payment, stating amount of payment made) Nominal Amount of this permanent Global Note following such increase/decrease Notation made by or on behalf of the Fiscal Agent Part II Direct Rights The nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant is shown by the latest entry in the third column below: Date Amount of increase in nominal amount of Notes in respect of which Direct Rights have arisen Initial nominal amount and nominal amount following such increase Notation by or on behalf of the Fiscal Agent (other than in respect of initial nominal amount) Issue Date Not applicable zero Not applicable The Second Schedule Payments of Interest The following payments of interest or Interest Amount in respect of this Permanent Global Note have been made: Due date of payment Date of payment Amount of interest Notation made by or on behalf of the Fiscal Agent The Third Schedule [INSERT THE PROVISIONS OF THE RELEVANT FINAL TERMS THAT RELATE TO THE CONDITIONS OR THE GLOBAL NOTES AS THE THIRD SCHEDULE] The Fourth Schedule Exercise of Noteholders’ Option The following exercises of the option of the Noteholders provided for in the Conditions have been made in respect of the stated nominal amount of this permanent Global Note: Date of exercise Nominal Amount of this permanent Global Note in respect of which exercise is made Date on which exercise of such option is effective Notation made by or on behalf of the Fiscal Agent Schedule 1 Part C Form of Global Certificate QNB FINANCE LTD (incorporated as an exempted company with limited liability under the laws of the Cayman Islands) U.S.$17,500,000,000 Medium Term Note Programme guaranteed by Qatar National Bank (Q.P.S.C.) (incorporated as a Qatari Public Shareholding Company) GLOBAL CERTIFICATE Global Certificate No. This Global Certificate is issued in respect of the Notes (the “Notes”) of the Tranche and Series specified in Part A of the Schedule hereto of QNB Finance Ltd (the “Issuer”) and guaranteed by Qatar National Bank (Q.P.S.C.) (the “Guarantor”). This Global Certificate certifies that the person whose name is entered in the Register (the “Registered Holder”) is registered as the holder of an issue of Notes of the nominal amount, specified currency and specified denomination set out in Part A of the Schedule hereto. Interpretation and Definitions References in this Global Certificate to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the amended and restated Agency Agreement (as amended or supplemented as at the Issue Date, the “Agency Agreement”) dated 18 March 2020 between the Issuer, the Guarantor, The Bank of New York Mellon, acting through its London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this Global Certificate (including the supplemental definitions and any modifications or additions set out in Part A of the Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this Global Certificate shall have the meanings given to them in the Conditions or the Agency Agreement.

Appears in 1 contract

Samples: Agency Agreement

Issuer’s Options. Any option of the Issuer provided for in the Conditions shall be exercised by the Issuer in accordance with applicable law giving notice to the Noteholders within the time limits set out in and containing the information required by the Conditions, except that the notice shall not be required to contain the serial certificate numbers of Notes drawn in the case of a partial exercise of an option and accordingly no drawing of Notes shall be required. Noteholders’ Options Any option of the Noteholders provided for in the Conditions may be exercised by the holder of this permanent Temporary Global Note in accordance with applicable law giving notice to the Fiscal Agent within the time limits relating to the deposit of Notes with a Paying Agent set out in the Conditions, in accordance with the rules and procedures of Euroclear and Clearstream, Luxembourg and any Alternative Clearing System, as applicable, failing which, Conditions substantially in the form of the redemption notice available from any Paying Agent Agent, except that the notice shall not be required to contain the certificate numbers of the Notes in respect of which the option has been exercised, and stating the nominal amount of Notes in respect of which the option is exercised and at the same time presenting this permanent Temporary Global Note to the Fiscal Agent, or to a Paying Agent acting on behalf of the Fiscal Agent, for notation accordingly in the Fourth Schedule hereto. Events of Default The holder hereof may from time to time exercise the right to declare Notes represented by this permanent Temporary Global Note due and payable following an Event of Default in accordance with the Conditions by stating in a notice given to the Fiscal Agent the nominal amount of Notes (which may be less than the outstanding nominal amount hereof) to which such notice relates. If principal in respect of any Notes is not paid when due (but subject as provided belowtaking into account any applicable grace period), the holder of this permanent Temporary Global Note may (but subject as provided below) from time to time elect that Direct Rights under the provisions of (and as defined in) the amended Amended and restated Restated Deed of Covenant (as supplemented and/or amended as at the Issue Dateand supplemented, the “Deed of Covenant”) executed by the Issuer and the Guarantor as of 18 March 2020 on 6 October 2022 (a copy of which is available for inspection at the specified office offices of each of the Principal Paying Agent and the Fiscal Agent and which each of the Issuer and the Guarantor acknowledges to apply to the Notes represented by this permanent Temporary Global Note) shall come into effect in respect of a nominal amount of Notes up to the aggregate nominal amount in respect of which such failure to pay principal has occurred. Such election shall be made by notice to the Fiscal Agent and presentation of this permanent Temporary Global Note to or to the order of the Fiscal Agent for reduction of the nominal amount of Notes represented by this permanent Temporary Global Note by such amount as may be stated in such notice by endorsement in Part I of the First Schedule hereto and a corresponding endorsement in Part II of the First Schedule hereto of such nominal amount of Notes formerly represented hereby as the nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant. Upon each such notice being given, this permanent Temporary Global Note shall become void to the extent of the nominal amount stated in such notice, save to the extent that the appropriate Direct Rights shall fail to take effect, for whatever reason. No such election may however be made on or before an the Exchange Date unless the holder elects in such notice that the exchange for such Notes shall no longer take place. Notices Notices required to be given in respect of the Notes represented by this permanent Global Note may be given by their being delivered (so long as this permanent Global Note is held on behalf of Euroclear, Clearstream, Luxembourg or any other clearing system) to Euroclear, Clearstream, Luxembourg or such other clearing system, as the case may be, or otherwise to the holder of this permanent Global Note, rather than by publication as required by the Conditions, except that, so long as the Notes are listed and/or admitted to trading, notices required to be given to the holders pursuant to the Conditions shall also be published (if such publication is required) in a manner which complies with the rules and regulations of any stock exchange or other relevant authority on which the Notes are listed and/or admitted to trading. Negotiability This permanent Global Note is a bearer document and negotiable and accordingly: 1 is freely transferable by delivery and such transfer shall operate to confer upon the transferee all rights and benefits appertaining hereto and to bind the transferee with all obligations appertaining hereto pursuant to the Conditions; 2 the holder of this permanent Global Note is and shall be absolutely entitled as against all previous holders to receive all amounts by way of amounts payable upon redemption, interest or otherwise payable in respect of this permanent Global Note and the Issuer has waived against such holder and any previous holder of this permanent Global Note all rights of set-off or counterclaim that would or might otherwise be available to it in respect of the obligations evidenced by this Global Note; and 3 payment upon due presentation of this permanent Global Note as provided herein shall operate as a good discharge against such holder and all previous holders of this permanent Global Note. No provisions of this permanent Global Note shall alter or impair the obligation of the Issuer and the Guarantor to pay the principal and premium of and interest on the Notes when due in accordance with the Conditions and the amended and restated Deed of Guarantee (as supplemented and/or amended as at the Issue Date) executed by the Guarantor as of 18 March 2020. This permanent Global Note shall not be valid or become obligatory for any purpose until authenticated by or on behalf of the Fiscal Agent. This permanent Global Note and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law. In witness whereof the Issuer has caused this permanent Global Note to be duly signed on its behalf. Dated as of the Issue Date. QNB FINANCE LTD By: Name: Certificate of Authentication This permanent Global Note is authenticated by or on behalf of the Fiscal Agent. THE BANK OF NEW YORK MELLON, ACTING THROUGH ITS LONDON BRANCH as Fiscal Agent By: Name: Authorised Signatory For the purposes of authentication only. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. The First Schedule Part I Nominal Amount of Notes Represented by this Permanent Global Note The following (i) issues of Notes initially represented by this permanent Global Note, (ii) exchanges of interests in a temporary Global Note for interests in this permanent Global Note, (iii) exchanges of the whole or a part of this permanent Global Note for Definitive Notes or for Direct Rights under the Deed of Covenant, (iv) cancellations or forfeitures of interests in this permanent Global Note and/or (v) payments of amounts payable upon redemption in respect of this permanent Global Note have been made, resulting in the nominal amount of this permanent Global Note specified in the latest entry in the fourth column: Date Amount of increase/decrease in nominal amount of this permanent Global Note Reason for increase/decreas e in nominal amount of this permanent Global Note (initial issue, exchange, cancellation, forfeiture or payment, stating amount of payment made) Nominal Amount of this permanent Global Note following such increase/decrease Notation made by or on behalf of the Fiscal Agent Part II Direct Rights The nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant is shown by the latest entry in the third column below: Date Amount of increase in nominal amount of Notes in respect of which Direct Rights have arisen Initial nominal amount and nominal amount following such increase Notation by or on behalf of the Fiscal Agent (other than in respect of initial nominal amount) Issue Date Not applicable zero Not applicable The Second Schedule Payments of Interest The following payments of interest or Interest Amount in respect of this Permanent Global Note have been made: Due date of payment Date of payment Amount of interest Notation made by or on behalf of the Fiscal Agent The Third Schedule [INSERT THE PROVISIONS OF THE RELEVANT FINAL TERMS THAT RELATE TO THE CONDITIONS OR THE GLOBAL NOTES AS THE THIRD SCHEDULE] The Fourth Schedule Exercise of Noteholders’ Option The following exercises of the option of the Noteholders provided for in the Conditions have been made in respect of the stated nominal amount of this permanent Global Note: Date of exercise Nominal Amount of this permanent Global Note in respect of which exercise is made Date on which exercise of such option is effective Notation made by or on behalf of the Fiscal Agent Schedule 1 Part C Form of Global Certificate QNB FINANCE LTD (incorporated as an exempted company with limited liability under the laws of the Cayman Islands) U.S.$17,500,000,000 Medium Term Note Programme guaranteed by Qatar National Bank (Q.P.S.C.) (incorporated as a Qatari Public Shareholding Company) GLOBAL CERTIFICATE Global Certificate No. This Global Certificate is issued in respect of the Notes (the “Notes”) of the Tranche and Series specified in Part A of the Schedule hereto of QNB Finance Ltd (the “Issuer”) and guaranteed by Qatar National Bank (Q.P.S.C.) (the “Guarantor”). This Global Certificate certifies that the person whose name is entered in the Register (the “Registered Holder”) is registered as the holder of an issue of Notes of the nominal amount, specified currency and specified denomination set out in Part A of the Schedule hereto. Interpretation and Definitions References in this Global Certificate to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the amended and restated Agency Agreement (as amended or supplemented as at the Issue Date, the “Agency Agreement”) dated 18 March 2020 between the Issuer, the Guarantor, The Bank of New York Mellon, acting through its London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this Global Certificate (including the supplemental definitions and any modifications or additions set out in Part A of the Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this Global Certificate shall have the meanings given to them in the Conditions or the Agency Agreement.

Appears in 1 contract

Samples: Agency Agreement

Issuer’s Options. Any option of the Issuer provided for in the Conditions shall be exercised by the Issuer in accordance with applicable law giving notice to the Noteholders within the time limits set out in and containing the information required by the Conditions, except that the notice shall not be required to contain the serial certificate numbers of Notes drawn in the case of a partial exercise of an option and accordingly no drawing of Notes shall be required. Noteholders’ Options Any option of the Noteholders provided for in the Conditions may be exercised by the holder of this permanent Permanent Global Note in accordance with applicable law giving notice to the Fiscal Agent within the time limits relating to the deposit of Notes with a Paying Agent set out in the Conditions, in accordance with the rules and procedures of Euroclear and Clearstream, Luxembourg and any Alternative Clearing System, as applicable, failing which, Conditions substantially in the form of the redemption notice available from any Paying Agent Agent, except that the notice shall not be required to contain the certificate numbers of the Notes in respect of which the option has been exercised, and stating the nominal amount of Notes in respect of which the option is exercised and at the same time presenting this permanent Permanent Global Note to the Fiscal Agent, or to a Paying Agent acting on behalf of the Fiscal Agent, for notation accordingly in the Fourth Schedule hereto. Events of Default The holder hereof may from time to time exercise the right to declare Notes represented by this permanent Permanent Global Note due and payable following an Event of Default in accordance with the Conditions by stating in a notice given to the Fiscal Agent the nominal amount of Notes (which may be less than the outstanding nominal amount hereof) to which such notice relates. If principal in respect of any Notes is not paid when due (but subject as provided belowtaking into account any applicable grace period), the holder of this permanent Permanent Global Note may (but subject as provided below) from time to time elect that Direct Rights under the provisions of (and as defined in) the amended Amended and restated Restated Deed of Covenant (as amended and supplemented and/or amended as at the Issue Datefrom time to time, the “Deed of Covenant”) executed by the Issuer and the Guarantor as of 18 March on 2 October 2020 (a copy of which is available for inspection at the specified office offices of each of the Principal Paying Agent and the Fiscal Agent and which each of the Issuer and the Guarantor acknowledges to apply to the Notes represented by this permanent Permanent Global Note) shall come into effect in respect of a nominal amount of Notes up to the aggregate nominal amount in respect of which such failure to pay principal has occurred. Such election shall be made by notice to the Fiscal Agent and presentation of this permanent Permanent Global Note to or to the order of the Fiscal Agent for reduction of the nominal amount of Notes represented by this permanent Permanent Global Note by such amount as may be stated in such notice by endorsement in Part I of the First Schedule hereto and a corresponding endorsement in Part II of the First Schedule hereto of such nominal amount of Notes formerly represented hereby as the nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant. Upon each such notice being given, this permanent Permanent Global Note shall become void to the extent of the nominal amount stated in such notice, save to the extent that the appropriate Direct Rights shall fail to take effect, for whatever reason. No such election may however be made on or before an Exchange Date unless the holder elects in such notice that the exchange for such Notes shall no longer take place. Notices Notices required to be given in respect of the Notes represented by this permanent Global Note may be given by their being delivered (so long as this permanent Global Note is held on behalf of Euroclear, Clearstream, Luxembourg or any other clearing system) to Euroclear, Clearstream, Luxembourg or such other clearing system, as the case may be, or otherwise to the holder of this permanent Global Note, rather than by publication as required by the Conditions, except that, so long as the Notes are listed and/or admitted to trading, notices required to be given to the holders pursuant to the Conditions shall also be published (if such publication is required) in a manner which complies with the rules and regulations of any stock exchange or other relevant authority on which the Notes are listed and/or admitted to trading. Negotiability This permanent Global Note is a bearer document and negotiable and accordingly: 1 is freely transferable by delivery and such transfer shall operate to confer upon the transferee all rights and benefits appertaining hereto and to bind the transferee with all obligations appertaining hereto pursuant to the Conditions; 2 the holder of this permanent Global Note is and shall be absolutely entitled as against all previous holders to receive all amounts by way of amounts payable upon redemption, interest or otherwise payable in respect of this permanent Global Note and the Issuer has waived against such holder and any previous holder of this permanent Global Note all rights of set-off or counterclaim that would or might otherwise be available to it in respect of the obligations evidenced by this Global Note; and 3 payment upon due presentation of this permanent Global Note as provided herein shall operate as a good discharge against such holder and all previous holders of this permanent Global Note. No provisions of this permanent Global Note shall alter or impair the obligation of the Issuer and the Guarantor to pay the principal and premium of and interest on the Notes when due in accordance with the Conditions and the amended and restated Deed of Guarantee (as supplemented and/or amended as at the Issue Date) executed by the Guarantor as of 18 March 2020. This permanent Global Note shall not be valid or become obligatory for any purpose until authenticated by or on behalf of the Fiscal Agent. This permanent Global Note and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law. In witness whereof the Issuer has caused this permanent Global Note to be duly signed on its behalf. Dated as of the Issue Date. QNB FINANCE LTD By: Name: Certificate of Authentication This permanent Global Note is authenticated by or on behalf of the Fiscal Agent. THE BANK OF NEW YORK MELLON, ACTING THROUGH ITS LONDON BRANCH as Fiscal Agent By: Name: Authorised Signatory For the purposes of authentication only. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. The First Schedule Part I Nominal Amount of Notes Represented by this Permanent Global Note The following (i) issues of Notes initially represented by this permanent Global Note, (ii) exchanges of interests in a temporary Global Note for interests in this permanent Global Note, (iii) exchanges of the whole or a part of this permanent Global Note for Definitive Notes or for Direct Rights under the Deed of Covenant, (iv) cancellations or forfeitures of interests in this permanent Global Note and/or (v) payments of amounts payable upon redemption in respect of this permanent Global Note have been made, resulting in the nominal amount of this permanent Global Note specified in the latest entry in the fourth column: Date Amount of increase/decrease in nominal amount of this permanent Global Note Reason for increase/decreas e in nominal amount of this permanent Global Note (initial issue, exchange, cancellation, forfeiture or payment, stating amount of payment made) Nominal Amount of this permanent Global Note following such increase/decrease Notation made by or on behalf of the Fiscal Agent Part II Direct Rights The nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant is shown by the latest entry in the third column below: Date Amount of increase in nominal amount of Notes in respect of which Direct Rights have arisen Initial nominal amount and nominal amount following such increase Notation by or on behalf of the Fiscal Agent (other than in respect of initial nominal amount) Issue Date Not applicable zero Not applicable The Second Schedule Payments of Interest The following payments of interest or Interest Amount in respect of this Permanent Global Note have been made: Due date of payment Date of payment Amount of interest Notation made by or on behalf of the Fiscal Agent The Third Schedule [INSERT THE PROVISIONS OF THE RELEVANT FINAL TERMS THAT RELATE TO THE CONDITIONS OR THE GLOBAL NOTES AS THE THIRD SCHEDULE] The Fourth Schedule Exercise of Noteholders’ Option The following exercises of the option of the Noteholders provided for in the Conditions have been made in respect of the stated nominal amount of this permanent Global Note: Date of exercise Nominal Amount of this permanent Global Note in respect of which exercise is made Date on which exercise of such option is effective Notation made by or on behalf of the Fiscal Agent Schedule 1 Part C Form of Global Certificate QNB FINANCE LTD (incorporated as an exempted company with limited liability under the laws of the Cayman Islands) U.S.$17,500,000,000 Medium Term Note Programme guaranteed by Qatar National Bank (Q.P.S.C.) (incorporated as a Qatari Public Shareholding Company) GLOBAL CERTIFICATE Global Certificate No. This Global Certificate is issued in respect of the Notes (the “Notes”) of the Tranche and Series specified in Part A of the Schedule hereto of QNB Finance Ltd (the “Issuer”) and guaranteed by Qatar National Bank (Q.P.S.C.) (the “Guarantor”). This Global Certificate certifies that the person whose name is entered in the Register (the “Registered Holder”) is registered as the holder of an issue of Notes of the nominal amount, specified currency and specified denomination set out in Part A of the Schedule hereto. Interpretation and Definitions References in this Global Certificate to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the amended and restated Agency Agreement (as amended or supplemented as at the Issue Date, the “Agency Agreement”) dated 18 March 2020 between the Issuer, the Guarantor, The Bank of New York Mellon, acting through its London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this Global Certificate (including the supplemental definitions and any modifications or additions set out in Part A of the Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this Global Certificate shall have the meanings given to them in the Conditions or the Agency Agreement.

Appears in 1 contract

Samples: Agency Agreement

Issuer’s Options. Any option of the Issuer provided for in the Conditions shall be exercised by the Issuer in accordance with applicable law giving notice to the Noteholders within the time limits set out in and containing the information required by the Conditions, except that the notice shall not be required to contain the serial certificate numbers of Notes drawn in the case of a partial exercise of an option and accordingly no drawing of Notes shall be required. Noteholders’ Options Any option of the Noteholders provided for in the Conditions may be exercised by the holder of this permanent Permanent Global Note in accordance with applicable law giving notice to the Fiscal Agent within the time limits relating to the deposit of Notes with a Paying Agent set out in the Conditions, in accordance with the rules and procedures of Euroclear and Clearstream, Luxembourg and any Alternative Clearing System, as applicable, failing which, Conditions substantially in the form of the redemption notice available from any Paying Agent Agent, except that the notice shall not be required to contain the certificate numbers of the Notes in respect of which the option has been exercised, and stating the nominal amount of Notes in respect of which the option is exercised and at the same time presenting this permanent Permanent Global Note to the Fiscal Agent, or to a Paying Agent acting on behalf of the Fiscal Agent, for notation accordingly in the Fourth Schedule hereto. Events of Default The holder hereof may from time to time exercise the right to declare Notes represented by this permanent Permanent Global Note due and payable following an Event of Default in accordance with the Conditions by stating in a notice given to the Fiscal Agent the nominal amount of Notes (which may be less than the outstanding nominal amount hereof) to which such notice relates. If principal in respect of any Notes is not paid when due (but subject as provided belowtaking into account any applicable grace period), the holder of this permanent Permanent Global Note may (but subject as provided below) from time to time elect that Direct Rights under the provisions of (and as defined in) the amended Amended and restated Restated Deed of Covenant (as amended and supplemented and/or amended as at the Issue Datefrom time to time, the “Deed of Covenant”) executed by the Issuer and the Guarantor as of 18 March 2020 on 12 October 2021 (a copy of which is available for inspection at the specified office offices of each of the Principal Paying Agent and the Fiscal Agent and which each of the Issuer and the Guarantor acknowledges to apply to the Notes represented by this permanent Permanent Global Note) shall come into effect in respect of a nominal amount of Notes up to the aggregate nominal amount in respect of which such failure to pay principal has occurred. Such election shall be made by notice to the Fiscal Agent and presentation of this permanent Permanent Global Note to or to the order of the Fiscal Agent for reduction of the nominal amount of Notes represented by this permanent Permanent Global Note by such amount as may be stated in such notice by endorsement in Part I of the First Schedule hereto and a corresponding endorsement in Part II of the First Schedule hereto of such nominal amount of Notes formerly represented hereby as the nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant. Upon each such notice being given, this permanent Permanent Global Note shall become void to the extent of the nominal amount stated in such notice, save to the extent that the appropriate Direct Rights shall fail to take effect, for whatever reason. No such election may however be made on or before an Exchange Date unless the holder elects in such notice that the exchange for such Notes shall no longer take place. Notices Notices required to be given in respect of the Notes represented by this permanent Global Note may be given by their being delivered (so long as this permanent Global Note is held on behalf of Euroclear, Clearstream, Luxembourg or any other clearing system) to Euroclear, Clearstream, Luxembourg or such other clearing system, as the case may be, or otherwise to the holder of this permanent Global Note, rather than by publication as required by the Conditions, except that, so long as the Notes are listed and/or admitted to trading, notices required to be given to the holders pursuant to the Conditions shall also be published (if such publication is required) in a manner which complies with the rules and regulations of any stock exchange or other relevant authority on which the Notes are listed and/or admitted to trading. Negotiability This permanent Global Note is a bearer document and negotiable and accordingly: 1 is freely transferable by delivery and such transfer shall operate to confer upon the transferee all rights and benefits appertaining hereto and to bind the transferee with all obligations appertaining hereto pursuant to the Conditions; 2 the holder of this permanent Global Note is and shall be absolutely entitled as against all previous holders to receive all amounts by way of amounts payable upon redemption, interest or otherwise payable in respect of this permanent Global Note and the Issuer has waived against such holder and any previous holder of this permanent Global Note all rights of set-off or counterclaim that would or might otherwise be available to it in respect of the obligations evidenced by this Global Note; and 3 payment upon due presentation of this permanent Global Note as provided herein shall operate as a good discharge against such holder and all previous holders of this permanent Global Note. No provisions of this permanent Global Note shall alter or impair the obligation of the Issuer and the Guarantor to pay the principal and premium of and interest on the Notes when due in accordance with the Conditions and the amended and restated Deed of Guarantee (as supplemented and/or amended as at the Issue Date) executed by the Guarantor as of 18 March 2020. This permanent Global Note shall not be valid or become obligatory for any purpose until authenticated by or on behalf of the Fiscal Agent. This permanent Global Note and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law. In witness whereof the Issuer has caused this permanent Global Note to be duly signed on its behalf. Dated as of the Issue Date. QNB FINANCE LTD By: Name: Certificate of Authentication This permanent Global Note is authenticated by or on behalf of the Fiscal Agent. THE BANK OF NEW YORK MELLON, ACTING THROUGH ITS LONDON BRANCH as Fiscal Agent By: Name: Authorised Signatory For the purposes of authentication only. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. The First Schedule Part I Nominal Amount of Notes Represented by this Permanent Global Note The following (i) issues of Notes initially represented by this permanent Global Note, (ii) exchanges of interests in a temporary Global Note for interests in this permanent Global Note, (iii) exchanges of the whole or a part of this permanent Global Note for Definitive Notes or for Direct Rights under the Deed of Covenant, (iv) cancellations or forfeitures of interests in this permanent Global Note and/or (v) payments of amounts payable upon redemption in respect of this permanent Global Note have been made, resulting in the nominal amount of this permanent Global Note specified in the latest entry in the fourth column: Date Amount of increase/decrease in nominal amount of this permanent Global Note Reason for increase/decreas e in nominal amount of this permanent Global Note (initial issue, exchange, cancellation, forfeiture or payment, stating amount of payment made) Nominal Amount of this permanent Global Note following such increase/decrease Notation made by or on behalf of the Fiscal Agent Part II Direct Rights The nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant is shown by the latest entry in the third column below: Date Amount of increase in nominal amount of Notes in respect of which Direct Rights have arisen Initial nominal amount and nominal amount following such increase Notation by or on behalf of the Fiscal Agent (other than in respect of initial nominal amount) Issue Date Not applicable zero Not applicable The Second Schedule Payments of Interest The following payments of interest or Interest Amount in respect of this Permanent Global Note have been made: Due date of payment Date of payment Amount of interest Notation made by or on behalf of the Fiscal Agent The Third Schedule [INSERT THE PROVISIONS OF THE RELEVANT FINAL TERMS THAT RELATE TO THE CONDITIONS OR THE GLOBAL NOTES AS THE THIRD SCHEDULE] The Fourth Schedule Exercise of Noteholders’ Option The following exercises of the option of the Noteholders provided for in the Conditions have been made in respect of the stated nominal amount of this permanent Global Note: Date of exercise Nominal Amount of this permanent Global Note in respect of which exercise is made Date on which exercise of such option is effective Notation made by or on behalf of the Fiscal Agent Schedule 1 Part C Form of Global Certificate QNB FINANCE LTD (incorporated as an exempted company with limited liability under the laws of the Cayman Islands) U.S.$17,500,000,000 Medium Term Note Programme guaranteed by Qatar National Bank (Q.P.S.C.) (incorporated as a Qatari Public Shareholding Company) GLOBAL CERTIFICATE Global Certificate No. This Global Certificate is issued in respect of the Notes (the “Notes”) of the Tranche and Series specified in Part A of the Schedule hereto of QNB Finance Ltd (the “Issuer”) and guaranteed by Qatar National Bank (Q.P.S.C.) (the “Guarantor”). This Global Certificate certifies that the person whose name is entered in the Register (the “Registered Holder”) is registered as the holder of an issue of Notes of the nominal amount, specified currency and specified denomination set out in Part A of the Schedule hereto. Interpretation and Definitions References in this Global Certificate to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the amended and restated Agency Agreement (as amended or supplemented as at the Issue Date, the “Agency Agreement”) dated 18 March 2020 between the Issuer, the Guarantor, The Bank of New York Mellon, acting through its London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this Global Certificate (including the supplemental definitions and any modifications or additions set out in Part A of the Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this Global Certificate shall have the meanings given to them in the Conditions or the Agency Agreement.

Appears in 1 contract

Samples: Agency Agreement

Issuer’s Options. Any option of the Issuer provided for in the Conditions shall be exercised by the Issuer in accordance with applicable law giving notice to the Noteholders within the time limits set out in and containing the information required by the Conditions, except that the notice shall not be required to contain the serial certificate numbers of Notes drawn in the case of a partial exercise of an option and accordingly no drawing of Notes shall be required. Noteholders’ Options Any option of the Noteholders provided for in the Conditions may be exercised by the holder of this permanent Temporary Global Note in accordance with applicable law giving notice to the Fiscal Agent within the time limits relating to the deposit of Notes with a Paying Agent set out in the Conditions, in accordance with the rules and procedures of Euroclear and Clearstream, Luxembourg and any Alternative Clearing System, as applicable, failing which, Conditions substantially in the form of the redemption notice available from any Paying Agent Agent, except that the notice shall not be required to contain the certificate numbers of the Notes in respect of which the option has been exercised, and stating the nominal amount of Notes in respect of which the option is exercised and at the same time presenting this permanent Temporary Global Note to the Fiscal Agent, or to a Paying Agent acting on behalf of the Fiscal Agent, for notation accordingly in the Fourth Schedule hereto. Events of Default The holder hereof may from time to time exercise the right to declare Notes represented by this permanent Temporary Global Note due and payable following an Event of Default in accordance with the Conditions by stating in a notice given to the Fiscal Agent the nominal amount of Notes (which may be less than the outstanding nominal amount hereof) to which such notice relates. If principal in respect of any Notes is not paid when due (but subject as provided belowtaking into account any applicable grace period), the holder of this permanent Temporary Global Note may (but subject as provided below) from time to time elect that Direct Rights under the provisions of (and as defined in) the amended Amended and restated Restated Deed of Covenant (as supplemented and/or amended as at the Issue Dateand supplemented, the “Deed of Covenant”) executed by the Issuer and the Guarantor as of 18 March 2020 on 5 October 2023 (a copy of which is available for inspection at the specified office offices of each of the Principal Paying Agent and the Fiscal Agent and which each of the Issuer and the Guarantor acknowledges to apply to the Notes represented by this permanent Temporary Global Note) shall come into effect in respect of a nominal amount of Notes up to the aggregate nominal amount in respect of which such failure to pay principal has occurred. Such election shall be made by notice to the Fiscal Agent and presentation of this permanent Temporary Global Note to or to the order of the Fiscal Agent for reduction of the nominal amount of Notes represented by this permanent Temporary Global Note by such amount as may be stated in such notice by endorsement in Part I of the First Schedule hereto and a corresponding endorsement in Part II of the First Schedule hereto of such nominal amount of Notes formerly represented hereby as the nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant. Upon each such notice being given, this permanent Temporary Global Note shall become void to the extent of the nominal amount stated in such notice, save to the extent that the appropriate Direct Rights shall fail to take effect, for whatever reason. No such election may however be made on or before an the Exchange Date unless the holder elects in such notice that the exchange for such Notes shall no longer take place. Notices Notices required to be given in respect of the Notes represented by this permanent Global Note may be given by their being delivered (so long as this permanent Global Note is held on behalf of Euroclear, Clearstream, Luxembourg or any other clearing system) to Euroclear, Clearstream, Luxembourg or such other clearing system, as the case may be, or otherwise to the holder of this permanent Global Note, rather than by publication as required by the Conditions, except that, so long as the Notes are listed and/or admitted to trading, notices required to be given to the holders pursuant to the Conditions shall also be published (if such publication is required) in a manner which complies with the rules and regulations of any stock exchange or other relevant authority on which the Notes are listed and/or admitted to trading. Negotiability This permanent Global Note is a bearer document and negotiable and accordingly: 1 is freely transferable by delivery and such transfer shall operate to confer upon the transferee all rights and benefits appertaining hereto and to bind the transferee with all obligations appertaining hereto pursuant to the Conditions; 2 the holder of this permanent Global Note is and shall be absolutely entitled as against all previous holders to receive all amounts by way of amounts payable upon redemption, interest or otherwise payable in respect of this permanent Global Note and the Issuer has waived against such holder and any previous holder of this permanent Global Note all rights of set-off or counterclaim that would or might otherwise be available to it in respect of the obligations evidenced by this Global Note; and 3 payment upon due presentation of this permanent Global Note as provided herein shall operate as a good discharge against such holder and all previous holders of this permanent Global Note. No provisions of this permanent Global Note shall alter or impair the obligation of the Issuer and the Guarantor to pay the principal and premium of and interest on the Notes when due in accordance with the Conditions and the amended and restated Deed of Guarantee (as supplemented and/or amended as at the Issue Date) executed by the Guarantor as of 18 March 2020. This permanent Global Note shall not be valid or become obligatory for any purpose until authenticated by or on behalf of the Fiscal Agent. This permanent Global Note and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law. In witness whereof the Issuer has caused this permanent Global Note to be duly signed on its behalf. Dated as of the Issue Date. QNB FINANCE LTD By: Name: Certificate of Authentication This permanent Global Note is authenticated by or on behalf of the Fiscal Agent. THE BANK OF NEW YORK MELLON, ACTING THROUGH ITS LONDON BRANCH as Fiscal Agent By: Name: Authorised Signatory For the purposes of authentication only. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. The First Schedule Part I Nominal Amount of Notes Represented by this Permanent Global Note The following (i) issues of Notes initially represented by this permanent Global Note, (ii) exchanges of interests in a temporary Global Note for interests in this permanent Global Note, (iii) exchanges of the whole or a part of this permanent Global Note for Definitive Notes or for Direct Rights under the Deed of Covenant, (iv) cancellations or forfeitures of interests in this permanent Global Note and/or (v) payments of amounts payable upon redemption in respect of this permanent Global Note have been made, resulting in the nominal amount of this permanent Global Note specified in the latest entry in the fourth column: Date Amount of increase/decrease in nominal amount of this permanent Global Note Reason for increase/decreas e in nominal amount of this permanent Global Note (initial issue, exchange, cancellation, forfeiture or payment, stating amount of payment made) Nominal Amount of this permanent Global Note following such increase/decrease Notation made by or on behalf of the Fiscal Agent Part II Direct Rights The nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant is shown by the latest entry in the third column below: Date Amount of increase in nominal amount of Notes in respect of which Direct Rights have arisen Initial nominal amount and nominal amount following such increase Notation by or on behalf of the Fiscal Agent (other than in respect of initial nominal amount) Issue Date Not applicable zero Not applicable The Second Schedule Payments of Interest The following payments of interest or Interest Amount in respect of this Permanent Global Note have been made: Due date of payment Date of payment Amount of interest Notation made by or on behalf of the Fiscal Agent The Third Schedule [INSERT THE PROVISIONS OF THE RELEVANT FINAL TERMS THAT RELATE TO THE CONDITIONS OR THE GLOBAL NOTES AS THE THIRD SCHEDULE] The Fourth Schedule Exercise of Noteholders’ Option The following exercises of the option of the Noteholders provided for in the Conditions have been made in respect of the stated nominal amount of this permanent Global Note: Date of exercise Nominal Amount of this permanent Global Note in respect of which exercise is made Date on which exercise of such option is effective Notation made by or on behalf of the Fiscal Agent Schedule 1 Part C Form of Global Certificate QNB FINANCE LTD (incorporated as an exempted company with limited liability under the laws of the Cayman Islands) U.S.$17,500,000,000 Medium Term Note Programme guaranteed by Qatar National Bank (Q.P.S.C.) (incorporated as a Qatari Public Shareholding Company) GLOBAL CERTIFICATE Global Certificate No. This Global Certificate is issued in respect of the Notes (the “Notes”) of the Tranche and Series specified in Part A of the Schedule hereto of QNB Finance Ltd (the “Issuer”) and guaranteed by Qatar National Bank (Q.P.S.C.) (the “Guarantor”). This Global Certificate certifies that the person whose name is entered in the Register (the “Registered Holder”) is registered as the holder of an issue of Notes of the nominal amount, specified currency and specified denomination set out in Part A of the Schedule hereto. Interpretation and Definitions References in this Global Certificate to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the amended and restated Agency Agreement (as amended or supplemented as at the Issue Date, the “Agency Agreement”) dated 18 March 2020 between the Issuer, the Guarantor, The Bank of New York Mellon, acting through its London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this Global Certificate (including the supplemental definitions and any modifications or additions set out in Part A of the Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this Global Certificate shall have the meanings given to them in the Conditions or the Agency Agreement.

Appears in 1 contract

Samples: Agency Agreement

Issuer’s Options. Any option of the Issuer provided for in the Conditions shall be exercised by the Issuer giving notice to the Noteholders within the time limits set out in and containing the information required by the Conditions, except that the notice shall not be required to contain the serial numbers of Notes drawn in the case of a partial exercise of an option and accordingly no drawing of Notes shall be required. Noteholders’ Options Any option of the Noteholders provided for in the Conditions may be exercised by the holder of this permanent Global Note giving notice to the Fiscal Agent Issuer within the time limits relating to the deposit of Notes with a Paying Agent set out in the Conditions, in accordance with the rules and procedures of Euroclear and Clearstream, Luxembourg and any Alternative Clearing System, as applicable, failing which, Conditions substantially in the form of the redemption notice available from any Paying Agent Agent, except that the notice shall not be required to contain the certificate numbers of the Notes in respect of which the option has been exercised, and stating the nominal principal amount of Notes in respect of which the option is exercised and at the same time presenting this permanent Global Note to the Fiscal Agent, or to a Paying Agent acting on behalf of the Fiscal Agent, for notation accordingly in the Fourth Schedule hereto. Events of Default The holder hereof may from time to time exercise the right to declare Notes represented by this permanent Global Note due and payable following an Event of Default in accordance with the Conditions by stating in a notice given to the Fiscal Agent the nominal principal amount of Notes (which may be less than the outstanding nominal principal amount hereof) to which such notice relates. If principal in respect of any Notes is not paid when due (but subject as provided below), the holder of this permanent Global Note may from time to time elect that Direct Rights under the provisions of (and as defined in) the amended and restated Deed of Covenant (as supplemented and/or amended as at the Issue Date, the “Deed of Covenant”) executed by the Issuer and the Guarantor as of 18 March 22 May 2020 (a copy of which is available for inspection at the specified office of the Fiscal Agent and which each of the Issuer and the Guarantor acknowledges to apply to the Notes represented by this permanent Global Note) shall come into effect in respect of a nominal principal amount of Notes up to the aggregate nominal principal amount in respect of which such failure to pay principal has occurred. Such election shall be made by notice to the Fiscal Agent and presentation of this permanent Global Note to or to the order of the Fiscal Agent for reduction of the nominal principal amount of Notes represented by this permanent Global Note by such amount as may be stated in such notice by endorsement in Part I of the First Schedule hereto and a corresponding endorsement in Part II of the First Schedule hereto of such nominal principal amount of Notes formerly represented hereby as the nominal principal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant. Upon each such notice being given, this permanent Global Note shall become void to the extent of the nominal principal amount stated in such notice, save to the extent that the appropriate Direct Rights shall fail to take effect, for whatever reason. No such election may however be made on or before an Exchange Date unless the holder elects in such notice that the exchange for such Notes shall no longer take place. Notices Notices required to be given in respect of the Notes represented by this permanent Global Note may be given by their being delivered (so long as this permanent Global Note is held on behalf of Euroclear, Clearstream, Luxembourg or any other clearing system) to Euroclear, Clearstream, Luxembourg or such other clearing system, as the case may be, or otherwise to the holder of this permanent Global Note, rather than by publication as required by the Conditions, except that, that so long as the Notes are listed and/or admitted to tradingon the Luxembourg Stock Exchange and the rules of that exchange so require, notices required to be given to the holders pursuant to the Conditions shall also be published either on the website of the Luxembourg Stock Exchange (if such publication is requiredxxx.xxxxxx.xx) or in a manner leading newspaper having general circulation in Luxembourg (which complies with is expected to be the rules and regulations of any stock exchange or other relevant authority on which the Notes are listed and/or admitted to tradingLuxemburger Wort). Negotiability This permanent Global Note is a bearer document and negotiable and accordingly: 1 is freely transferable by delivery and such transfer shall operate to confer upon the transferee all rights and benefits appertaining hereto and to bind the transferee with all obligations appertaining hereto pursuant to the Conditions; 2 the holder of this permanent Global Note is and shall be absolutely entitled as against all previous holders to receive all amounts by way of amounts payable upon redemption, interest or otherwise payable in respect of this permanent Global Note and the Issuer has waived against such holder and any previous holder of this permanent Global Note all rights of set-off or counterclaim that would or might otherwise be available to it in respect of the obligations evidenced by this Global Note; and 3 payment upon due presentation of this permanent Global Note as provided herein shall operate as a good discharge against such holder and all previous holders of this permanent Global Note. No provisions of this permanent Global Note shall alter or impair the obligation of the Issuer and the Guarantor to pay the principal and premium of and interest on the Notes when due in accordance with the Conditions and the amended and restated Deed of Guarantee (as supplemented and/or amended as at the Issue Date) executed by the Guarantor as of 18 March 2020Conditions. This permanent Global Note shall not be valid or become obligatory for any purpose until authenticated by or on behalf of the Fiscal Agent. This permanent Global Note and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law. In witness whereof the Issuer has caused this permanent Global Note to be duly signed on its behalf. Dated as of the Issue Date. QNB FINANCE LTD MERLIN PROPERTIES, SOCIMI, S.A. By: Name: Certificate of Authentication This permanent Global Note is authenticated in Luxembourg by or on behalf of the Fiscal Agent. THE BANK OF NEW YORK MELLON, ACTING THROUGH ITS LONDON BRANCH SOCIETE GENERALE LUXEMBOURG as Fiscal Agent By: Name: Authorised Signatory For the purposes of authentication only. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. The First Schedule Part I Nominal Principal Amount of Notes Represented by this Permanent Global Note The following (i) issues of Notes initially represented by this permanent Global Note, (ii) exchanges of interests in a temporary Global Note for interests in this permanent Global Note, (iii) exchanges of the whole or a part of this permanent Global Note for Definitive Notes or for Direct Rights under the Deed of Covenant, (iv) cancellations or forfeitures of interests in this permanent Global Note and/or (v) payments of amounts payable upon redemption in respect of this permanent Global Note have been made, resulting in the nominal principal amount of this permanent Global Note specified in the latest entry in the fourth column: Date Amount of increase/decrease in nominal principal amount of this permanent Global Note Reason for increase/decreas e decrease in nominal principal amount of this permanent Global Note (initial issue, exchange, cancellation, forfeiture or payment, stating amount of payment made) Nominal Principal Amount of this permanent Global Note following such increase/decrease Notation made by or on behalf of the Fiscal Agent Part II Direct Rights The nominal principal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant is shown by the latest entry in the third column below: Date Amount of increase in nominal principal amount of Notes in respect of which Direct Rights have arisen Initial nominal principal amount and nominal principal amount following such increase Notation by or on behalf of the Fiscal Agent (other than in respect of initial nominal principal amount) Issue Date Not applicable zero Not applicable The Second Schedule Payments of Interest The following payments of interest or Interest Amount in respect of this Permanent Global Note have been made: Due date of payment Date of payment Amount of interest Notation made by or on behalf of the Fiscal Agent The Third Schedule [INSERT THE PROVISIONS OF THE RELEVANT FINAL TERMS THAT RELATE TO THE CONDITIONS OR THE GLOBAL NOTES AS THE THIRD SCHEDULE] The Fourth Schedule Exercise of Noteholders’ Option The following exercises of the option of the Noteholders provided for in the Conditions have been made in respect of the stated nominal principal amount of this permanent Global Note: Date of exercise Nominal Principal Amount of this permanent Global Note in respect of which exercise is made Date on which exercise of such option is effective Notation made by or on behalf of the Fiscal Agent Schedule 1 Part C Form of NGN Temporary Global Certificate QNB FINANCE LTD Note MERLIN PROPERTIES, SOCIMI, S.A. (incorporated as an exempted company with a limited liability under company (sociedad anónima) in the laws Kingdom of the Cayman IslandsSpain) U.S.$17,500,000,000 Euro Medium Term Note Programme guaranteed by Qatar National Bank (Q.P.S.C.) (incorporated as a Qatari Public Shareholding Company) TEMPORARY GLOBAL CERTIFICATE NOTE Temporary Global Certificate Note No. [●] This temporary Global Certificate Note is issued in respect of the Notes (the “Notes”) of the Tranche and Series specified in Part A of the Schedule hereto of QNB Finance Ltd Merlin Properties, SOCIMI, S.A. (the “Issuer”) and guaranteed by Qatar National Bank (Q.P.S.C.) (the “Guarantor”). This Global Certificate certifies that the person whose name is entered in the Register (the “Registered Holder”) is registered as the holder of an issue of Notes of the nominal amount, specified currency and specified denomination set out in Part A of the Schedule hereto. Interpretation and Definitions References in this Global Certificate to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the amended and restated Agency Agreement (as amended or supplemented as at the Issue Date, the “Agency Agreement”) dated 18 March 2020 between the Issuer, the Guarantor, The Bank of New York Mellon, acting through its London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this Global Certificate (including the supplemental definitions and any modifications or additions set out in Part A of the Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this Global Certificate shall have the meanings given to them in the Conditions or the Agency Agreement.

Appears in 1 contract

Samples: Agency Agreement

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