Common use of MEETINGS OF NOTEHOLDERS Clause in Contracts

MEETINGS OF NOTEHOLDERS. The Agency Agreement contains provisions for convening meetings (including by way of conference call or by use of a videoconference platform) of the Noteholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of the Notes, the Coupons or any of the provisions of the Agency Agreement. Such a meeting may be convened by the relevant Issuer or the Guarantor and shall be convened by the relevant Issuer if required in writing by Noteholders holding not less than five per cent. in nominal amount of the Notes for the time being remaining outstanding. The quorum at any such meeting for passing an Extraordinary Resolution is one or more persons holding or representing not less than 50 per cent. in nominal amount of the Notes for the time being outstanding, or at any adjourned meeting one or more persons being or representing Noteholders whatever the nominal amount of the Notes so held or represented, except that at any meeting the business of which includes the modification of certain provisions of the Notes or the Coupons (including modifying the date of maturity of the Notes or any date for payment of interest thereon, reducing or cancelling the amount of principal or the rate of interest payable in respect of the Notes or altering the currency of payment of the Notes or the Coupons or amending the Deed of Covenant or the Guarantee), the quorum shall be one or more persons holding or representing not less than two-thirds in nominal amount of the Notes for the time being outstanding, or at any adjourned such meeting one or more persons holding or representing not less than one-third in nominal amount of the Notes for the time being outstanding. The Agency Agreement provides that (i) a resolution passed at a meeting duly convened and held in accordance with the Agency Agreement by a majority consisting of not less than three-fourths of the votes cast on such resolution, (ii) a resolution in writing signed by or on behalf of the holders of not less than three-fourths in nominal amount of the Notes for the time being outstanding or (iii) consent given by way of electronic consents through the relevant clearing system(s) (in a form satisfactory to the Principal Paying Agent) by or on behalf of the holders of not less than three-fourths in nominal amount of the Notes for the time being outstanding, shall, in each case, be effective as an Extraordinary Resolution of the Noteholders. An Extraordinary Resolution passed by the Noteholders will be binding on all Noteholders, whether or not they are present at any meeting and whether or not they voted on the resolution, and on all Couponholders.

MEETINGS OF NOTEHOLDERS. The Agency Agreement contains provisions for convening meetings (including by way of conference call or by use of a videoconference platform) of the Noteholders to consider any matter affecting their interestsmatters relating to the Notes, including the sanctioning by Extraordinary Resolution of a modification of the Notes, the Coupons or any provision of the provisions of the Agency Agreementthese Conditions. Any such modification may be made if sanctioned by an Extraordinary Resolution. Such a meeting may be convened by the relevant Issuer or the Guarantor and shall be convened by it upon the relevant Issuer if required request in writing by of Noteholders holding not less than five per cent. in nominal one-tenth of the aggregate principal amount of the Notes for the time being remaining outstandingoutstanding Notes. The quorum at any such meeting for passing convened to vote on an Extraordinary Resolution is will be two or more persons holding or representing one more than half of the aggregate principal amount of the outstanding Notes or, at any adjourned meeting, two or more persons being or representing Noteholders whatever the principal amount of the Notes held or represented; provided, however, that certain proposals (including any proposal to change any date fixed for payment of principal or interest in respect of the Notes, to reduce the amount of principal or interest payable on any date in respect of the Notes, to alter the method of calculating the amount of any payment in respect of the Notes or the date for any such payment, to change the currency of payments under the Notes, to amend the subordination provisions in the Deed of Covenant or to change the quorum requirements relating to meetings or the majority required to pass an Extraordinary Resolution (each, a "Reserved Matter")) may only be sanctioned by an Extraordinary Resolution passed at a meeting of Noteholders at which two or more persons holding or representing not less than 50 per cent. in nominal three-quarters or, at any adjourned meeting, one quarter of the aggregate principal amount of the outstanding Notes for the time being outstanding, or form a quorum. Any Extraordinary Resolution duly passed at any adjourned such meeting one or more persons being or representing Noteholders whatever the nominal amount of the Notes so held or represented, except that at any meeting the business of which includes the modification of certain provisions of the Notes or the Coupons (including modifying the date of maturity of the Notes or any date for payment of interest thereon, reducing or cancelling the amount of principal or the rate of interest payable in respect of the Notes or altering the currency of payment of the Notes or the Coupons or amending the Deed of Covenant or the Guarantee), the quorum shall be one binding on all the Noteholders, whether present or more persons holding or representing not less than two-thirds in nominal amount of the Notes for the time being outstandingnot. In addition, or at any adjourned such meeting one or more persons holding or representing not less than one-third in nominal amount of the Notes for the time being outstanding. The Agency Agreement provides that (i) a resolution passed at a meeting duly convened and held in accordance with the Agency Agreement by a majority consisting of not less than three-fourths of the votes cast on such resolution, (ii) a resolution in writing signed by or on behalf of the holders Noteholders of not less than three-fourths in nominal 90 per cent. of the aggregate principal amount of the Notes for the time being outstanding will take effect as if it were an Extraordinary Resolution, whether contained in one document or several documents in the same form, each signed by or on behalf of one or more the Noteholders and (iiiii) consent given a resolution passed by way of electronic consents through the relevant clearing system(s) (in a form satisfactory to the Principal Paying Agent) systems by or on behalf of the holders Noteholders of not less than three-fourths 75 per cent. in nominal aggregate principal amount of the Notes for the time being outstanding, shalloutstanding with the effect as if it were an Extraordinary Resolution, in each case, be effective as an Extraordinary Resolution of the Noteholders. An Extraordinary Resolution passed by the Noteholders will be binding on all Noteholders, case whether or not they are present at any meeting and whether or not they voted on the resolution, and on all Couponholdersrelating to a Reserved Matter.

MEETINGS OF NOTEHOLDERS. The Agency Agreement contains provisions for convening meetings (including by way of conference call or by use of a videoconference platform) of the Noteholders to consider any matter affecting their interestsmatters relating to the Notes, including the sanctioning by Extraordinary Resolution of a modification of the Notes, the Coupons or any provision of the provisions of the Agency Agreementthese Conditions. Any such modification may be made if sanctioned by an Extraordinary Resolution. Such a meeting may be convened by the relevant Issuer or the Guarantor and shall be convened by it upon the relevant Issuer if required request in writing by of Noteholders holding not less than five per cent. in nominal one-fifth of the aggregate principal amount of the Notes for the time being remaining outstandingoutstanding Notes. The quorum at any such meeting for passing convened to vote on an Extraordinary Resolution is will be two or more persons holding or representing one more than half of the aggregate principal amount of the outstanding Notes or, at any adjourned meeting, two or more persons being or representing Noteholders whatever the aggregate principal amount of the Notes held or represented; provided, however, that any proposal to change any date fixed for payment of principal or interest in respect of the Notes, to reduce the amount of principal or interest payable on any date in respect of the Notes, to alter the method of calculating the amount of any payment in respect of the Notes or the date for any such payment, to change the currency of payments under the Notes or to change the quorum requirements relating to meetings or the majority required to pass an Extraordinary Resolution (each, a "Reserved Matter") may only be sanctioned by an Extraordinary Resolution passed at a meeting of Noteholders at which two or more persons holding or representing not less than 50 per cent. in nominal three-quarters or, at any adjourned meeting, one quarter of the aggregate principal amount of the outstanding Notes for the time being outstanding, or form a quorum. Any Extraordinary Resolution duly passed at any adjourned such meeting one or more persons being or representing Noteholders whatever the nominal amount of the Notes so held or represented, except that at any meeting the business of which includes the modification of certain provisions of the Notes or the Coupons (including modifying the date of maturity of the Notes or any date for payment of interest thereon, reducing or cancelling the amount of principal or the rate of interest payable in respect of the Notes or altering the currency of payment of the Notes or the Coupons or amending the Deed of Covenant or the Guarantee), the quorum shall be one binding on all the Noteholders or more persons holding Couponholders, whether present or representing not less than two-thirds in nominal amount of the Notes for the time being outstandingnot. In addition, or at any adjourned such meeting one or more persons holding or representing not less than one-third in nominal amount of the Notes for the time being outstanding. The Agency Agreement provides that (i) a resolution passed at a meeting duly convened and held in accordance with the Agency Agreement by a majority consisting of not less than three-fourths of the votes cast on such resolution, (ii) a resolution in writing signed by or on behalf of the holders of Noteholders holding not less than three-fourths quarters in nominal aggregate principal amount of the Notes for the time being outstanding will take effect as if it were an Extraordinary Resolution. Such a resolution in writing may be contained in one document or (iii) consent given by way of electronic consents through several documents in the relevant clearing system(s) (in a form satisfactory to the Principal Paying Agent) same form, each signed by or on behalf of the holders of not less than three-fourths in nominal amount of the Notes for the time being outstanding, shall, in each case, be effective as an Extraordinary Resolution of the one or more Noteholders. An Extraordinary Resolution passed by the Noteholders will be binding on all Noteholders, whether or not they are present at any meeting and whether or not they voted on the resolution, and on all Couponholders.

MEETINGS OF NOTEHOLDERS. The Agency Agreement contains provisions for convening meetings (including by way of conference call or by use of a videoconference platform) of the Noteholders to consider any matter affecting their interests, including the sanctioning modification by Extraordinary Resolution of a modification any of these Conditions or the Notes, the Coupons Guarantee or any of the provisions of the Agency Agreement. Such a meeting may be convened by the relevant Issuer or the Guarantor and shall be convened by the relevant Issuer if required in writing by Noteholders holding not less than five per cent. in nominal amount of the Notes for the time being remaining outstanding. The quorum at any such meeting for passing an Extraordinary Resolution is will be one or more persons present holding or representing not less more than 50 per cent. in nominal principal amount of the Notes for the time being outstanding, or at any adjourned such meeting one or more persons being or representing Noteholders present whatever the nominal principal amount of the Notes so held or representedrepresented by him or them, except that at any meeting the business of which includes any matter defined in the Agency Agreement as a Basic Terms Modification, including the modification of the Guarantee or certain provisions of the Notes or the Coupons these Conditions (including modifying the date of maturity of the Notes or any date for payment of interest thereon, reducing or cancelling the amount of principal or the rate of interest payable in respect of the Notes or altering the currency of payment of the Notes or the Coupons or amending the Deed of Covenant or the GuaranteeNotes), the necessary quorum shall for passing an Extraordinary Resolution will be one or more persons present holding or representing not less than two-thirds in nominal amount of the Notes for the time being outstandingthirds, or at any adjourned such meeting one or more persons holding or representing not less than one-third in nominal third, of the principal amount of the Notes for the time being outstanding. The Agency Agreement provides that (i) a resolution passed at a meeting duly convened and held in accordance with the Agency Agreement by a majority consisting of not less than three-fourths of the votes cast on such resolution, (ii) a resolution in writing signed by or on behalf of the holders of not less than three-fourths in nominal principal amount of the Notes for the time being outstanding or (iii) consent given by way of electronic consents through the relevant clearing system(s) (in a form satisfactory to the Principal Paying Fiscal Agent) by or on behalf of the holders of not less than three-fourths in nominal principal amount of the Notes for the time being outstanding, shall, in each case, be effective as an Extraordinary Resolution of the Noteholders. An Extraordinary Resolution passed by the Noteholders will be binding on all Noteholders, whether or not they are present at any meeting and whether or not they voted on the resolution, and on all Couponholders.

MEETINGS OF NOTEHOLDERS. The Agency Agreement Trust Deed contains provisions for convening meetings (including by way of conference call or by use of a videoconference platform) of the Noteholders to consider any matter affecting their interestsmatters relating to the Notes, including the sanctioning by Extraordinary Resolution of a modification of the Notes, the Coupons or any provision of the provisions of the Agency Agreementthese Conditions. Any such modification may be made if sanctioned by an Extraordinary Resolution. Such a meeting may be convened by the relevant Issuer or Issuer, by the Guarantor or by the Trustee (subject to being indemnified and/or secured and/or prefunded to its satisfaction) and shall be convened by the relevant Issuer if required Trustee upon the request in writing by of Noteholders holding not less than five ten per cent. in of the aggregate nominal amount of the Notes for the time being remaining outstandingoutstanding Notes. The quorum at any such meeting for passing convened to vote on an Extraordinary Resolution is will be one or more persons Persons holding or representing not less than 50 per cent. in a clear majority of the aggregate nominal amount of the outstanding Notes for the time being outstandingor, or at any adjourned meeting meeting, one or more persons Persons being or representing Noteholders whatever the nominal amount of the Notes so held or represented; provided, except however, that Reserved Matters may only be sanctioned by an Extraordinary Resolution passed at any a meeting the business of Noteholders at which includes the modification of certain provisions of the Notes or the Coupons (including modifying the date of maturity of the Notes or any date for payment of interest thereon, reducing or cancelling the amount of principal or the rate of interest payable in respect of the Notes or altering the currency of payment of the Notes or the Coupons or amending the Deed of Covenant or the Guarantee), the quorum shall be one or more persons Persons holding or representing not less than two-thirds in or, at any adjourned meeting, one-third of the aggregate nominal amount of the outstanding Notes for the time being outstanding, or form a quorum. Any Extraordinary Resolution duly passed at any adjourned such meeting one shall be binding on all the Noteholders, whether present or more persons holding or representing not less than one-third in nominal amount of the Notes for the time being outstandingnot. The Agency Agreement provides that In addition, (i) a resolution passed at a meeting duly convened and held in accordance with the Agency Agreement by a majority consisting of not less than three-fourths of the votes cast on such resolution, (ii) a resolution in writing signed by or on behalf of the holders of not less than three-fourths in nominal amount 75 per cent. of the Notes Noteholders who for the time being outstanding are entitled to receive notice of a meeting of Noteholders under the Trust Deed, or (iiiii) consent given by way of electronic consents through the relevant clearing system(s) (in a form satisfactory to the Principal Paying Agent) systems by or on behalf of the holders of not less than three-fourths in nominal amount 75 per cent. of the Notes Noteholders who for the time being outstanding, shallare entitled to receive notice of a meeting of Noteholders under the Trust Deed will, in each case, be effective take effect as if it were an Extraordinary Resolution Resolution. Such a resolution in writing or electronic consent may be contained in one document or several documents in the same form, each signed by or on behalf of the one or more Noteholders. An Extraordinary Resolution passed by the Noteholders will be binding on all Noteholders, whether or not they are present at any meeting and whether or not they voted on the resolution, and on all Couponholders.

MEETINGS OF NOTEHOLDERS. The Fiscal Agency Agreement contains provisions for convening meetings (including by way of conference call or by use of a videoconference platform) of the Noteholders to consider any matter affecting their interestsmatters relating to the Notes, including the sanctioning by Extraordinary Resolution of a modification of the Notes, the Coupons or any provision of the provisions of the Agency Agreementthese Conditions. Any such modification may be made if sanctioned by an Extraordinary Resolution. Such a meeting may be convened by the relevant Issuer or the Guarantor and shall be convened by it upon the relevant Issuer if required request in writing by of Noteholders holding not less than five per cent. in nominal one-tenth of the aggregate principal amount of the Notes for the time being remaining outstandingoutstanding Notes. The quorum at any such meeting for passing convened to vote on an Extraordinary Resolution is will be two or more persons holding or representing one more than half of the aggregate principal amount of the outstanding Notes or, at any adjourned meeting, two or more persons being or representing Noteholders whatever the principal amount of the Notes held or represented; provided, however, that certain proposals (including any proposal to change any date fixed for payment of principal or interest in respect of the Notes, to reduce the amount of principal or interest payable on any date in respect of the Notes, to alter the method of calculating the amount of any payment in respect of the Notes or the date for any such payment, to change the currency of payments under the Notes or to change the quorum requirements relating to meetings or the majority required to pass an Extraordinary Resolution (each, a "Reserved Matter")) may only be sanctioned by an Extraordinary Resolution passed at a meeting of Noteholders at which two or more persons holding or representing not less than 50 per cent. in nominal three-quarters or, at any adjourned meeting, one quarter of the aggregate principal amount of the outstanding Notes for the time being outstanding, or form a quorum. Any Extraordinary Resolution duly passed at any adjourned such meeting one or more persons being or representing Noteholders whatever the nominal amount of the Notes so held or represented, except that at any meeting the business of which includes the modification of certain provisions of the Notes or the Coupons (including modifying the date of maturity of the Notes or any date for payment of interest thereon, reducing or cancelling the amount of principal or the rate of interest payable in respect of the Notes or altering the currency of payment of the Notes or the Coupons or amending the Deed of Covenant or the Guarantee), the quorum shall be one binding on all the Noteholders and Couponholders, whether present or more persons holding or representing not less than two-thirds in nominal amount of the Notes for the time being outstandingnot. In addition, or at any adjourned such meeting one or more persons holding or representing not less than one-third in nominal amount of the Notes for the time being outstanding. The Agency Agreement provides that (i) a resolution passed at a meeting duly convened and held in accordance with the Agency Agreement by a majority consisting of not less than three-fourths of the votes cast on such resolution, (ii) a resolution in writing signed by or on behalf of the holders of not less than three-fourths in nominal amount of the Notes all Noteholders, who for the time being outstanding are entitled to receive notice of a meeting of Noteholders, will take effect as if it were an Extraordinary Resolution. Such a resolution in writing may be contained in one document or (iii) consent given by way of electronic consents through several documents in the relevant clearing system(s) (in a form satisfactory to the Principal Paying Agent) same form, each signed by or on behalf of the holders of not less than three-fourths in nominal amount of the Notes for the time being outstanding, shall, in each case, be effective as an Extraordinary Resolution of the one or more Noteholders. An Extraordinary Resolution passed by the Noteholders will be binding on all Noteholders, whether or not they are present at any meeting and whether or not they voted on the resolution, and on all Couponholders.

MEETINGS OF NOTEHOLDERS. The Agency Agreement contains provisions for convening meetings (including by way of conference call or by use of a videoconference platform) of the Noteholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution (as defined in the Agency Agreement) of a modification of the Notes, the Coupons or any of the provisions of the Agency Agreementthese Conditions. Such a meeting may be convened by the relevant Issuer or the Guarantor and shall be convened by the relevant Issuer if required in writing by Noteholders holding not less than five 10 per cent. in nominal amount of the Notes for the time being remaining outstanding. The quorum at for any such meeting for passing convened to consider an Extraordinary Resolution is one shall be two or more persons holding or representing not less than 50 per cent. a clear majority in nominal amount of the Notes for the time being outstanding, or at any adjourned meeting one two or more persons being or representing Noteholders whatever the nominal amount of the Notes so held or represented, except that at any meeting unless the business of which such meeting includes consideration of proposals, inter alia, (i) to amend the modification of certain provisions of the Notes or the Coupons (including modifying the date dates of maturity or redemption of the Notes or any date for payment of interest thereonor Interest Amounts on the Notes, reducing (ii) to reduce or cancelling cancel the nominal amount of principal of, or any premium payable on redemption of, the Notes, (iii) to reduce the rate or rates of interest payable in respect of the Notes or altering to vary the method or basis of calculating the rate or rates or amount of interest or the basis for calculating any Interest Amount in respect of the Notes, (iv) if a Minimum and/or a Maximum Rate of Interest or Redemption Amount is shown hereon, to reduce any such Minimum and/or Maximum, (v) to vary any method of, or basis for, calculating the Final Redemption Amount, the Early Redemption Amount or the Optional Redemption Amount, including the method of calculating the Amortised Face Amount, (vi) to vary the currency or currencies of payment or denomination of the Notes Notes, (vii) to modify the provisions concerning the quorum required at any meeting of Noteholders or the Coupons majority required to pass the Extraordinary Resolution or amending the Deed of Covenant (viii) to modify or cancel the Guarantee), in which case the necessary quorum shall be one two or more persons holding or representing not less than two-thirds in nominal amount of the Notes for the time being outstanding, 75 per cent. or at any adjourned such meeting one or more persons holding or representing not less than one-third 25 per cent. in nominal amount of the Notes for the time being outstanding. Any Extraordinary Resolution duly passed shall be binding on Noteholders (whether or not they were present at the meeting at which such resolution was passed) and on all Couponholders. The Agency Agreement provides that (i) a resolution passed at a meeting duly convened and held in accordance with the Agency Agreement by a majority consisting of not less than three-fourths of the votes cast on such resolution, (ii) a resolution in writing signed by or on behalf of the holders of not less than three-fourths 75 per cent. in nominal amount of the Notes outstanding shall for all purposes be as valid and effective as an Extraordinary Resolution passed at a meeting of Noteholders duly convened and held. Such a resolution in writing may be contained in one document or several documents in the time being outstanding or (iii) consent given by way of electronic consents through the relevant clearing system(s) (in a form satisfactory to the Principal Paying Agent) same form, each signed by or on behalf of the holders of not less than three-fourths in nominal amount of the Notes for the time being outstanding, shall, in each case, be effective as an Extraordinary Resolution of the one or more Noteholders. An Extraordinary Resolution passed by the Noteholders will be binding on all Noteholders, whether or not they are present at any meeting and whether or not they voted on the resolution, and on all Couponholders.

MEETINGS OF NOTEHOLDERS. The Agency Agreement Trust Deed contains provisions for convening meetings (including by way of conference call or by use of a videoconference platform) of the Noteholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of the Notes, the Coupons any of these Conditions or any of the provisions of the Agency AgreementTrust Deed. Such a meeting may be convened by the relevant Issuer Issuer, any Guarantor or the Guarantor Trustee and shall be convened by the relevant Issuer if required in writing by Noteholders holding not less than five 10 per cent. in nominal principal amount of the Notes for the time being remaining outstanding. The quorum at for any such meeting for passing convened to consider an Extraordinary Resolution is one will be two or more persons holding or representing not less more than 50 per cent. in nominal principal amount of the Notes for the time being outstanding, or at any adjourned meeting one two or more persons being or representing Noteholders whatever the nominal principal amount of the Notes so held or represented, except that at any meeting unless the business of which such meeting includes consideration of proposals, inter alia, (i) to modify the modification of certain provisions maturity of the Notes or the Coupons (including modifying the date of maturity of the Notes or any date for payment of dates on which interest thereon, reducing or cancelling the amount of principal or the rate of interest is payable in respect of the Notes Notes, (ii) to reduce or altering cancel the principal amount of, or any premium or interest on, the Notes, (iii) to change the currency of any payment in respect of the Notes Notes, (iv) to amend the terms of the Guarantees, or (v) to modify the provisions concerning the quorum required at any meeting of Noteholders or the Coupons or amending majority required to pass an Extraordinary Resolution, in which case the Deed of Covenant or the Guarantee), the necessary quorum shall will be one two or more persons holding or representing not less than two-thirds in nominal amount of the Notes for the time being outstandingthirds, or at any adjourned such meeting one or more persons holding or representing not less than one-third third, in nominal principal amount of the Notes for the time being outstanding. The Agency Agreement provides that Any Extraordinary Resolution duly passed shall be binding on Noteholders (i) whether or not they were present at the meeting at which such resolution was passed). An “Extraordinary Resolution” is a resolution passed in respect of which not less than three-quarters of the votes cast shall have been in favour at a meeting of Noteholders duly convened and held in accordance with the Agency Agreement by a majority consisting of not less than three-fourths of the votes cast on such resolution, (ii) Trust Deed. The Trust Deed provides that a resolution in writing signed by or on behalf of the holders of not less than three-fourths quarters in nominal principal amount of the Notes then outstanding who for the time being outstanding are entitled to receive notice of a meeting shall for all purposes be as valid as an Extraordinary Resolution passed at a meeting of Noteholders convened and held in accordance with the provisions of the Trust Deed. Such resolution in writing may be in one document or (iii) consent given by way of electronic consents through the relevant clearing system(s) (several documents in a like form satisfactory to the Principal Paying Agent) each signed by or on behalf of the holders of not less than three-fourths in nominal amount of the Notes for the time being outstanding, shall, in each case, be effective as an Extraordinary Resolution one or more of the Noteholders. An Extraordinary Resolution passed by the Noteholders will be binding on all Noteholders, whether or not they are present at any meeting and whether or not they voted on the resolution, and on all Couponholders.

MEETINGS OF NOTEHOLDERS. The Agency Agreement contains provisions for convening meetings (including by way of conference call or by use of a videoconference platform) of the Noteholders to consider any matter affecting their interestsmatters relating to the Notes, including the sanctioning by Extraordinary Resolution of a modification of the Notes, the Coupons or any provision of the provisions of the Agency Agreementthese Conditions. Any such modification may be made if sanctioned by an Extraordinary Resolution. Such a meeting may be convened by the relevant Issuer or the Guarantor and shall be convened by them upon the relevant Issuer if required request in writing by of Noteholders holding not less than five per cent. in nominal one-tenth of the aggregate principal amount of the Notes for the time being remaining outstandingoutstanding Notes. The quorum at any such meeting for passing convened to vote on an Extraordinary Resolution is will be 2 or more persons holding or representing one more than half of the aggregate principal amount of the outstanding Notes or, at any adjourned meeting, 2 or more persons being or representing Noteholders whatever the principal amount of the Notes held or represented; provided, however, that Reserved Matters may only be sanctioned by an Extraordinary Resolution passed at a meeting of Noteholders at which 2 or more persons holding or representing not less than 50 per cent. in nominal 3-quarters or, at any adjourned meeting, one quarter of the aggregate principal amount of the outstanding Notes for the time being outstanding, or form a quorum. Any Extraordinary Resolution duly passed at any adjourned such meeting one or more persons being or representing Noteholders whatever the nominal amount of the Notes so held or represented, except that at any meeting the business of which includes the modification of certain provisions of the Notes or the Coupons (including modifying the date of maturity of the Notes or any date for payment of interest thereon, reducing or cancelling the amount of principal or the rate of interest payable in respect of the Notes or altering the currency of payment of the Notes or the Coupons or amending the Deed of Covenant or the Guarantee), the quorum shall be one binding on all the Noteholders and Couponholders, whether present or more persons holding or representing not less than two-thirds in nominal amount of the Notes for the time being outstandingnot. In addition, or at any adjourned such meeting one or more persons holding or representing not less than one-third in nominal amount of the Notes for the time being outstanding. The Agency Agreement provides that (i) a resolution passed at a meeting duly convened and held in accordance with the Agency Agreement by a majority consisting of not less than three-fourths of the votes cast on such resolution, (ii) a resolution in writing signed by or on behalf of the holders Noteholders of not less than three-fourths in nominal 90% of the aggregate principal amount of the outstanding Notes for will take effect as if it were an Extraordinary Resolution. Such a resolution in writing may be contained in one document or several documents in the time being outstanding or (iii) consent given by way of electronic consents through the relevant clearing system(s) (in a form satisfactory to the Principal Paying Agent) same form, each signed by or on behalf of the holders of not less than three-fourths in nominal amount of the Notes for the time being outstanding, shall, in each case, be effective as an Extraordinary Resolution of the one or more Noteholders. An Extraordinary Resolution passed by the Noteholders will be binding on all Noteholders, whether or not they are present at any meeting and whether or not they voted on the resolution, and on all Couponholders.

MEETINGS OF NOTEHOLDERS. The Agency Agreement Trust Deed contains provisions for convening meetings (including by way of conference call or by use of a videoconference platform) of the Noteholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of the Notes, the Coupons any of these Conditions or any of the provisions of the Agency AgreementTrust Deed. Such a meeting may be convened by the relevant Issuer Issuer, any Guarantor or the Guarantor Trustee and shall be convened by the relevant Issuer if required in writing by Noteholders holding not less than five 10 per cent. in nominal principal amount of the Notes for the time being remaining outstanding. The quorum at for any such meeting for passing convened to consider an Extraordinary Resolution is one will be two or more persons holding or representing not less than 50 per cent. a clear majority in nominal principal amount of the Notes for the time being outstanding, or at any adjourned meeting one two or more persons being or representing Noteholders whatever the nominal principal amount of the Notes so held or represented, except that at any meeting unless the business of which such meeting includes consideration of proposals, inter alia, (i) to modify the modification of certain provisions maturity of the Notes or the Coupons (including modifying the date of maturity of the Notes or any date for payment of dates on which interest thereon, reducing or cancelling the amount of principal or the rate of interest is payable in respect of the Notes Notes, (ii) to reduce or altering cancel the principal amount of, or any premium or interest on, the Notes, (iii) to change the currency of any payment in respect of the Notes Notes, (iv) to amend the terms of the Guarantees, or (v) to modify the provisions concerning the quorum required at any meeting of Noteholders or the Coupons or amending majority required to pass an Extraordinary Resolution, in which case the Deed of Covenant or the Guarantee), the necessary quorum shall will be one two or more persons holding or representing not less than two-thirds in nominal amount of the Notes for the time being outstandingthirds, or at any adjourned such meeting one or more persons holding or representing not less than one-third third, in nominal principal amount of the Notes for the time being outstanding. The Agency Agreement provides that Any Extraordinary Resolution duly passed shall be binding on Noteholders (i) whether or not they were present at the meeting at which such resolution was passed). An “Extraordinary Resolution” is a resolution passed in respect of which not less than three-quarters of the votes cast shall have been in favour at a meeting of Noteholders duly convened and held in accordance with the Agency Agreement by a majority consisting of not less than three-fourths of the votes cast on such resolution, (ii) Trust Deed. The Trust Deed provides that a resolution in writing signed by or on behalf of the holders of not less than three-fourths quarters in nominal principal amount of the Notes then outstanding who for the time being outstanding are entitled to receive notice of a meeting shall for all purposes be as valid as an Extraordinary Resolution passed at a meeting of Noteholders convened and held in accordance with the provisions of the Trust Deed. Such resolution in writing may be in one document or (iii) consent given by way of electronic consents through the relevant clearing system(s) (several documents in a like form satisfactory to the Principal Paying Agent) each signed by or on behalf of the holders of not less than three-fourths in nominal amount of the Notes for the time being outstanding, shall, in each case, be effective as an Extraordinary Resolution one or more of the Noteholders. An Extraordinary Resolution passed by the Noteholders will be binding on all Noteholders, whether or not they are present at any meeting and whether or not they voted on the resolution, and on all Couponholders.

MEETINGS OF NOTEHOLDERS. The Agency Agreement Trust Deed contains provisions for convening meetings (including by way of conference call or by use of a videoconference platform) of the Noteholders to consider any matter affecting their interestsmatters relating to the Notes, including the sanctioning by Extraordinary Resolution of a modification of the Notes, the Coupons or any provision of the provisions of the Agency Agreementthese Conditions. Any such modification may be made if sanctioned by an Extraordinary Resolution. Such a meeting may be convened by the relevant Issuer or by the Guarantor Trustee and shall be convened by the relevant Issuer if required Trustee upon the request in writing by of Noteholders holding not less than five per cent. in nominal one-tenth of the aggregate principal amount of the Notes for the time being remaining outstandingoutstanding Notes. The quorum at any such meeting for passing convened to vote on an Extraordinary Resolution is one will be two or more persons Persons holding or representing one more than half of the aggregate principal amount of the outstanding Notes or, at any adjourned meeting, two or more Persons being or representing Noteholders whatever the principal amount of the Notes held or represented; provided, however, that Reserved Matters may only be sanctioned by an Extraordinary Resolution passed at a meeting of Noteholders at which two or more Persons holding or representing not less than 50 per cent. in nominal three-quarters or, at any adjourned meeting, one quarter of the aggregate principal amount of the outstanding Notes for the time being outstanding, or form a quorum. Any Extraordinary Resolution duly passed at any adjourned such meeting one or more persons being or representing Noteholders whatever the nominal amount of the Notes so held or represented, except that at any meeting the business of which includes the modification of certain provisions of the Notes or the Coupons (including modifying the date of maturity of the Notes or any date for payment of interest thereon, reducing or cancelling the amount of principal or the rate of interest payable in respect of the Notes or altering the currency of payment of the Notes or the Coupons or amending the Deed of Covenant or the Guarantee), the quorum shall be one binding on all the Noteholders and Couponholders, whether present or more persons holding or representing not less than two-thirds in nominal amount of the Notes for the time being outstandingnot. In addition, or at any adjourned such meeting one or more persons holding or representing not less than one-third in nominal amount of the Notes for the time being outstanding. The Agency Agreement provides that (i) a resolution passed at a meeting duly convened and held in accordance with the Agency Agreement by a majority consisting of not less than three-fourths of the votes cast on such resolution, (ii) a resolution in writing signed by or on behalf of the holders of Noteholders holding not less than three-fourths in nominal 90 per cent. of the aggregate principal amount of the then outstanding Notes who for the time being outstanding are entitled to receive notice of a meeting of Noteholders under the Trust Deed will take effect as if it were an Extraordinary Resolution. Such a resolution in writing may be contained in one document or (iii) consent given by way of electronic consents through several documents in the relevant clearing system(s) (in a form satisfactory to the Principal Paying Agent) same form, each signed by or on behalf of the holders of not less than three-fourths in nominal amount of the Notes for the time being outstanding, shall, in each case, be effective as an Extraordinary Resolution of the one or more Noteholders. An Extraordinary Resolution passed by the Noteholders will be binding on all Noteholders, whether or not they are present at any meeting and whether or not they voted on the resolution, and on all Couponholders.

MEETINGS OF NOTEHOLDERS. The Agency Agreement contains provisions for convening meetings (including by way of conference call or by use of a videoconference video conference platform) of the Noteholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of the Notes, the Coupons or any of the provisions of the Agency Agreement. Such a meeting may be convened by the relevant Issuer or the Guarantor and shall be convened by the relevant Issuer if required in writing by Noteholders holding not less than five per cent. in nominal amount of the Notes for the time being remaining outstanding. The quorum at any such meeting for passing an Extraordinary Resolution is one or more persons holding or representing not less than 50 per cent. in nominal amount of the Notes for the time being outstanding, or at any adjourned meeting one or more persons being or representing Noteholders whatever the nominal amount of the Notes so held or represented, except that at any meeting the business of which includes the modification of certain provisions of the Notes or the Coupons (including modifying the date of maturity of the Notes or any date for payment of interest thereon, reducing or cancelling the amount of principal or the rate of interest payable in respect of the Notes or Notes, altering the currency of payment of the Notes or the Coupons or amending the Deed of Covenant or the Guaranteein certain respects), the quorum shall be one or more persons holding or representing not less than two-thirds in nominal amount of the Notes for the time being outstanding, or at any adjourned such meeting one or more persons holding or representing not less than one-third in nominal amount of the Notes for the time being outstanding. The Agency Agreement provides that (i) a resolution passed at a meeting duly convened and held in accordance with the Agency Agreement by a majority consisting of not less than three-fourths of the votes cast on such resolution, (ii) a resolution in writing signed by or on behalf of the holders of not less than three-fourths in nominal amount of the Notes for the time being outstanding or (iii) consent given by way of electronic consents through the relevant clearing system(s) (in a form satisfactory to the Principal Paying Agent) by or on behalf of the holders of not less than three-fourths in nominal amount of the Notes for the time being outstanding, shall, in each case, be effective as an Extraordinary Resolution of the Noteholders. An Extraordinary Resolution passed by the Noteholders will be binding on all the Noteholders, whether or not they are present at any meeting meeting, and whether or not they voted on the resolution, and on all Couponholders.

MEETINGS OF NOTEHOLDERS. The Agency Agreement contains provisions for convening meetings (including by way of conference call or by use of a videoconference platform) of the Noteholders to consider any matter affecting their interestsmatters relating to the Notes, including the sanctioning by Extraordinary Resolution of a modification of the Notes, the Coupons or any provision of the provisions of the Agency Agreementthese Conditions. Any such modification may be made if sanctioned by an Extraordinary Resolution. Such a meeting may be convened by the relevant Issuer or the Guarantor and shall be convened by it upon the relevant Issuer if required request in writing by of Noteholders holding not less than five per cent. in nominal one-tenth of the aggregate principal amount of the Notes for the time being remaining outstandingoutstanding Notes. The quorum at any such meeting for passing convened to vote on an Extraordinary Resolution is one will be two or more persons voters holding or representing not less more than 50 per cent. in nominal half of the aggregate principal amount of the outstanding Notes for the time being outstandingor, or at any adjourned meeting one meeting, two or more persons voters being or representing Noteholders whatever the nominal principal amount of the Notes so held or represented; provided, except however, that at any meeting the business of which includes the modification of certain provisions of the Notes or the Coupons proposals (including modifying the date of maturity of the Notes or any proposal to change any date fixed for payment of principal or interest thereonin respect of the Notes, reducing or cancelling to reduce the amount of principal or the rate of interest payable on any date in respect of the Notes, to alter the method of calculating the amount of any payment in respect of the Notes or altering the date for any such payment, to change the currency of payment in which amounts due in respect of the Notes are payable, or to change the quorum requirements relating to meetings or the Coupons or amending the Deed majority required to pass an Extraordinary Resolution (each, a “Reserved Matter”)) may only be sanctioned by an Extraordinary Resolution passed at a meeting of Covenant or the Guarantee), the quorum shall be one Noteholders at which two or more persons voters holding or representing not less than two-thirds in nominal or, at any adjourned meeting, one third of the aggregate principal amount of the outstanding Notes for the time being outstanding, or form a quorum. Any Extraordinary Resolution duly passed at any adjourned such meeting one or more persons holding or representing not less than one-third in nominal amount of the Notes for the time being outstanding. The Agency Agreement provides that (i) a resolution passed at a meeting duly convened and held in accordance with the Agency Agreement by a majority consisting of not less than three-fourths of the votes cast on such resolution, (ii) a resolution in writing signed by or on behalf of the holders of not less than three-fourths in nominal amount of the Notes for the time being outstanding or (iii) consent given by way of electronic consents through the relevant clearing system(s) (in a form satisfactory to the Principal Paying Agent) by or on behalf of the holders of not less than three-fourths in nominal amount of the Notes for the time being outstanding, shall, in each case, be effective as an Extraordinary Resolution of the Noteholders. An Extraordinary Resolution passed by the Noteholders will shall be binding on all Noteholdersthe Noteholders and Couponholders, whether present or not they are present at any meeting and whether or not they voted on the resolution, and on all Couponholdersnot.

MEETINGS OF NOTEHOLDERS. The Agency Agreement contains provisions for convening meetings (including by way of conference call or by use of a videoconference platform) of the Noteholders to consider any matter affecting their interests, including the sanctioning modification by Extraordinary Resolution of a modification any of the Notes, the Coupons these Conditions or any of the provisions of the Agency Agreement. Such a meeting may be convened by the relevant Issuer or the Guarantor and shall be convened by the relevant Issuer if required in writing by Noteholders holding not less than five per cent. in nominal amount of the Notes for the time being remaining outstanding. The quorum at any such meeting for passing an Extraordinary Resolution is will be one or more persons present holding or representing not less more than 50 per cent. in nominal principal amount of the Notes for the time being outstanding, or at any adjourned meeting one or more persons being or representing Noteholders present whatever the nominal principal amount of the Notes so held or representedrepresented by him or them, except that at any meeting the business of which includes the modification of certain provisions of these Conditions the Notes or the Coupons (including modifying the date of maturity of the Notes or any date necessary quorum for payment of interest thereon, reducing or cancelling the amount of principal or the rate of interest payable in respect of the Notes or altering the currency of payment of the Notes or the Coupons or amending the Deed of Covenant or the Guarantee), the quorum shall passing an Extraordinary Resolution will be one or more persons present holding or representing not less than two-thirds in nominal amount of the Notes for the time being outstanding75 per cent., or at any adjourned such meeting one or more persons holding or representing not less than one-third in nominal 25 per cent., of the principal amount of the Notes for the time being outstanding. The Agency Agreement provides that (i) a resolution passed at a meeting duly convened and held in accordance with the Agency Agreement by a majority consisting of not less than three-fourths of the votes cast on such resolution, (ii) a resolution in writing signed by or on behalf of the holders of not less than three-fourths in nominal principal amount of the Notes for the time being outstanding or (iii) consent given by way of electronic consents through the relevant clearing system(s) (in a form satisfactory to the Principal Paying Agent) by or on behalf of the holders of not less than three-fourths in nominal principal amount of the Notes for the time being outstanding, shall, in each case, be effective as an Extraordinary Resolution of the Noteholders. An Extraordinary Resolution passed by at any meeting of the Noteholders will be binding on all Noteholders, whether or not they are present at any meeting meeting, and whether or not they voted on the resolution, and on all Couponholders.

MEETINGS OF NOTEHOLDERS. The Agency Agreement contains provisions for convening meetings (including by way of conference call or by use of a videoconference platform) of the Noteholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of the Notes, the Coupons or any of the provisions of the Agency Agreementthese Conditions. Such a meeting may be convened by the relevant Issuer or the Guarantor and shall be convened by the relevant Issuer if required in writing by Noteholders holding not less than five 10 per cent. in nominal principal amount of the Notes for the time being remaining outstanding. The quorum at for any such meeting for passing convened to consider an Extraordinary Resolution is shall be one or more persons holding or representing not less than 50 per cent. a clear majority in nominal principal amount of the Notes for the time being outstanding, or at any adjourned meeting one or more persons being or representing Noteholders whatever the nominal principal amount of the Notes so held or represented, except that at any meeting unless the business of which such meeting includes consideration of proposals, inter alia, (i) to amend the modification of certain provisions of the Notes or the Coupons (including modifying the date dates of maturity or redemption of the Notes or any date for payment of interest thereonor Interest Amounts on the Notes, reducing (ii) to reduce or cancelling cancel the principal amount of principal of, or any premium payable on redemption of, the Notes, (iii) to reduce the rate or rates of interest payable in respect of the Notes or altering to vary the method or basis of calculating the rate or rates or amount of interest or the basis for calculating any Interest Amount in respect of the Notes, (iv) if a Minimum and/or a Maximum Rate of Interest or Redemption Amount is shown in the relevant Final Terms, to reduce any such Minimum and/or Maximum, (v) to vary any method of, or basis for, calculating the Final Redemption Amount, the Early Redemption Amount or the Optional Redemption Amount, including the method of calculating the Amortised Face Amount, (vi) to vary the currency or currencies of payment or denomination of the Notes Notes, or (vii) to modify the provisions concerning the quorum required at any meeting of Noteholders or the Coupons or amending majority required to pass the Deed of Covenant or Extraordinary Resolution, in which case the Guarantee), the necessary quorum shall be one two or more persons holding or representing not less than two-thirds in nominal amount of the Notes for the time being outstanding, 75 per cent. or at any adjourned such meeting one or more persons holding or representing not less than one-third 25 per cent. in nominal principal amount of the Notes for the time being outstanding. Any Extraordinary Resolution duly passed shall be binding on Noteholders (whether or not they were present at the meeting at which such resolution was passed) and on all Couponholders. The Agency Agreement provides that (i) a resolution passed at a meeting duly convened and held in accordance with the Agency Agreement by a majority consisting of not less than three-fourths of the votes cast on such resolution, (ii) a resolution in writing signed by or on behalf of the holders of not less than three-fourths 75 per cent. in nominal principal amount of the Notes outstanding shall for all purposes be as valid and effective as an Extraordinary Resolution passed at a meeting of Noteholders duly convened and held. Such a resolution in writing may be contained in one document or several documents in the time being outstanding or (iii) consent given by way of electronic consents through the relevant clearing system(s) (in a form satisfactory to the Principal Paying Agent) same form, each signed by or on behalf of the holders of not less than three-fourths in nominal amount of the Notes for the time being outstanding, shall, in each case, be effective as an Extraordinary Resolution of the one or more Noteholders. An Extraordinary Resolution passed by the Noteholders will be binding on all Noteholders, whether or not they are present at any meeting and whether or not they voted on the resolution, and on all Couponholders.

MEETINGS OF NOTEHOLDERS. The Fiscal Agency Agreement contains provisions for convening meetings (including by way of conference call or by use of a videoconference platform) of the Noteholders to consider any matter affecting their interestsmatters relating to the Notes, including the sanctioning by Extraordinary Resolution of a modification of the Notesany provision of these Conditions, the Coupons or any of the provisions of the Agency Agreementother than as contemplated in Condition 16. Any such modification may be made if sanctioned by an Extraordinary Resolution. Such a meeting may be convened by the relevant Issuer or the Guarantor and shall be convened by it upon the relevant Issuer if required request in writing by of Noteholders holding not less than five per cent. in nominal one-tenth of the aggregate principal amount of the Notes for the time being remaining outstandingoutstanding Notes. The quorum at any such meeting for passing convened to vote on an Extraordinary Resolution is will be two or more persons holding or representing one more than half of the aggregate principal amount of the outstanding Notes or, at any adjourned meeting, two or more persons being or representing Noteholders whatever the principal amount of the Notes held or represented; provided, however, that certain proposals (including any proposal to change any date fixed for payment of principal or interest in respect of the Notes, to reduce the amount of principal or interest payable on any date in respect of the Notes, to alter the method of calculating the amount of any payment in respect of the Notes or the date for any such payment, to change the currency of payments under the Notes (other than the replacement of the French Franc by the Europ (as defined in Condition (6)) or to change the quorum requirements relating to meetings or the majority required to pass an Extraordinary Resolution (each, a "Reserved Matter")) may only be sanctioned by an Extraordinary Resolution passed at a meeting of Noteholders at which two or more persons holding or representing not less than 50 per cent. in nominal three quartets or, at any adjourned meeting, one quarter of the aggregate principal amount of the outstanding Notes for the time being outstanding, or form a quorum. Any Resolution duly passed at any adjourned such meeting one or more persons being or representing Noteholders whatever the nominal amount of the Notes so held or represented, except that at any meeting the business of which includes the modification of certain provisions of the Notes or the Coupons (including modifying the date of maturity of the Notes or any date for payment of interest thereon, reducing or cancelling the amount of principal or the rate of interest payable in respect of the Notes or altering the currency of payment of the Notes or the Coupons or amending the Deed of Covenant or the Guarantee), the quorum shall be one binding on all the Noteholders and Couponholders, whether present or more persons holding or representing not less than two-thirds in nominal amount of the Notes for the time being outstandingnot. In addition, or at any adjourned such meeting one or more persons holding or representing not less than one-third in nominal amount of the Notes for the time being outstanding. The Agency Agreement provides that (i) a resolution passed at a meeting duly convened and held in accordance with the Agency Agreement by a majority consisting of not less than three-fourths of the votes cast on such resolution, (ii) a resolution in writing signed by or on behalf of the holders of not less than three-fourths in nominal amount of the Notes all Noteholders who for the time being outstanding are entitled to receive notice of a meeting of Noteholders will take effect as if it were an Extraordinary Resolution. Such a resolution in writing may be contained in one document or (iii) consent given by way of electronic consents through several documents in the relevant clearing system(s) (in a form satisfactory to the Principal Paying Agent) same form, each signed by or on behalf of the holders of not less than three-fourths in nominal amount of the Notes for the time being outstanding, shall, in each case, be effective as an Extraordinary Resolution of the one or more Noteholders. An Extraordinary Resolution passed by the Noteholders will be binding on all Noteholders, whether or not they are present at any meeting and whether or not they voted on the resolution, and on all Couponholders.

MEETINGS OF NOTEHOLDERS. The Agency Agreement contains provisions for convening meetings (including by way of conference call or by use of a videoconference platform) of the Noteholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of the Notes, the Coupons or any of the provisions of the Agency Agreement. Such a meeting may be convened by the relevant Issuer or the Guarantor and shall be convened by the relevant Issuer if required in writing by Noteholders holding not less than five per cent. in nominal amount of the Notes for the time being remaining outstanding. The quorum at any such meeting for passing an Extraordinary Resolution is one or more persons holding or representing not less than 50 per cent. in nominal amount of the Notes for the time being outstanding, or at any adjourned meeting one or more persons being or representing Noteholders whatever the nominal amount of the Notes so held or represented, except that at any meeting the business of which includes the modification of certain provisions of the Notes or the Coupons (including modifying the date of maturity of the Notes or any date for payment of interest thereon, reducing or cancelling the amount of principal or the rate of interest payable in respect of the Notes or altering the currency of payment of the Notes or the Coupons or amending the Deed of Covenant or the GuaranteeCovenant), the quorum shall be one or more persons holding or representing not less than two-thirds in nominal amount of the Notes for the time being outstanding, or at any adjourned such meeting one or more persons holding or representing not less than one-third in nominal amount of the Notes for the time being outstanding. The Agency Agreement provides that (i) a resolution passed at a meeting duly convened and held in accordance with the Agency Agreement by a majority consisting of not less than three-fourths of the votes cast on such resolution, (ii) a resolution in writing signed by or on behalf of the holders of not less than three-fourths in nominal amount of the Notes for the time being outstanding or (iii) consent given by way of electronic consents through the relevant clearing system(s) (in a form satisfactory to the Principal Paying Agent) by or on behalf of the holders of not less than three-fourths in nominal amount of the Notes for the time being outstanding, shall, in each case, be effective as an Extraordinary Resolution of the Noteholders. An Extraordinary Resolution passed by the Noteholders will be binding on all Noteholders, whether or not they are present at any meeting and whether or not they voted on the resolution, and on all Couponholders.

MEETINGS OF NOTEHOLDERS. The Agency Agreement contains provisions for convening meetings (including by way of conference call or by use of a videoconference platform) of the Noteholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of the Notes, the Coupons Notes or any of the provisions of the Agency Agreement. Such a meeting may be convened by the relevant Issuer or the Guarantor and shall be convened by the relevant Issuer if required in writing by Noteholders holding not less than five per cent. in of the nominal amount of the Notes for the time being remaining outstanding. The quorum at any such meeting for passing an Extraordinary Resolution is one or more persons eligible Persons present and holding or representing not less than 50 per cent. in of the nominal amount of the Notes for the time being outstanding, or at any adjourned meeting one or more persons Persons being or representing Noteholders whatever the nominal amount of the Notes so held or represented, except that at any meeting the business of which includes the modification of certain provisions of the Notes or the Coupons (including modifying the date of maturity of the Notes Maturity Date or any date for payment of interest thereon, reducing or cancelling the amount of principal or the rate of interest payable in respect of the Notes or Notes, altering the currency of payment of the Notes or the Coupons or amending the Deed of Covenant or the Guaranteein certain respects), the quorum shall be one or more persons eligible Persons present and holding or representing not less than two-thirds in of the nominal amount of the Notes for the time being outstanding, or at any adjourned such meeting one or more persons eligible Persons present and holding or representing not less than one-third in of the nominal amount of the Notes for the time being outstanding. An Extraordinary Resolution passed at any meeting of the Noteholders will be binding on all the Noteholders whether or not they are present at the meeting. The Agency Agreement provides provides, among other things, that (i) a resolution passed at a meeting duly convened and held in accordance with the Agency Agreement by a majority consisting of not less than three-fourths 75 per cent. of the votes cast on such resolution, (ii) a resolution in writing signed by or on behalf of the holders Noteholders of not less than three-fourths in 75 per cent. of the nominal amount of the Notes for the time being outstanding or (iii) consent given by way of electronic consents through the relevant clearing system(s) systems (in a form satisfactory to the Principal Paying Fiscal Agent) by or on behalf of the holders Noteholders of not less than three-fourths in 75 per cent. of the nominal amount of the Notes for the time being outstanding, shall, in each case, be effective as an Extraordinary Resolution of the Noteholders. An Extraordinary Resolution passed by the Noteholders will be binding on all the Noteholders, whether or not they are present at any meeting and whether or not they voted on the resolution, and on all Couponholders.

MEETINGS OF NOTEHOLDERS. The Agency Agreement contains provisions for convening meetings (including by way of conference call or by use of a videoconference platform) of the Noteholders to consider any matter affecting their interestsmatters relating to the Notes, including the sanctioning by Extraordinary Resolution of a modification of the Notes, the Coupons or any provision of the provisions of the Agency Agreementthese Conditions. Any such modification may be made if sanctioned by an Extraordinary Resolution. Such a meeting may be convened by the relevant Issuer or the Guarantor and shall be convened by it upon the relevant Issuer if required request in writing by of Noteholders holding not less than five per cent. in nominal one- tenth of the aggregate principal amount of the Notes for the time being remaining outstandingoutstanding Notes. The quorum at any such meeting for passing convened to vote on an Extraordinary Resolution is one will be two or more persons Persons holding or representing one more than half of the aggregate principal amount of the outstanding Notes or, at any adjourned meeting, two or more Persons being or representing Noteholders whatever the principal amount of the Notes held or represented; provided, however, that Reserved Matters may only be sanctioned by an Extraordinary Resolution passed at a meeting of Noteholders at which two or more Persons holding or representing not less than 50 per cent. in nominal three-quarters or, at any adjourned meeting, one-quarter of the aggregate principal amount of the outstanding Notes for form a quorum. Any Extraordinary Resolution duly passed at any such meeting or in writing or by way of electronic consents shall be binding on all the time being outstandingNoteholders, whether or not they are present at the meeting, or at any adjourned meeting one voting in favour or, as the case may be, whether or more persons being not signing the written resolution or representing Noteholders whatever the nominal amount of the Notes so held or represented, except that at any meeting the business of which includes the modification of certain provisions of the Notes or the Coupons (including modifying the date of maturity of the Notes or any date for payment of interest thereon, reducing or cancelling the amount of principal or the rate of interest payable in respect of the Notes or altering the currency of payment of the Notes or the Coupons or amending the Deed of Covenant or the Guarantee), the quorum shall be one or more persons holding or representing not less than two-thirds in nominal amount of the Notes for the time being outstanding, or at any adjourned such meeting one or more persons holding or representing not less than one-third in nominal amount of the Notes for the time being outstandingproviding electronic consents. The Agency Agreement provides that (i) a resolution passed passed, at a meeting duly convened and held in accordance with the Agency Agreement held, by a majority consisting of not less than three-fourths at least 75 per cent. of the votes cast on such resolutioncast, (ii) a resolution in writing signed by or on behalf of the holders of not less than three-fourths in nominal amount at least 75 per cent. of the Notes Noteholders of the relevant Series for the time being outstanding or (iii) if applicable, consent given by way of electronic consents through the relevant clearing system(s) (in a form satisfactory to the Principal Paying Agent) by or on behalf of the holders of not less than three-fourths in nominal amount at least 75 per cent. of the Notes Noteholders of the relevant Series for the time being outstanding, shall, in each case, case be effective as an Extraordinary Resolution Resolution. A resolution in writing may be contained in one document or several documents in the same form, each signed by or on behalf of the one or more Noteholders. An Extraordinary Resolution passed by the Noteholders will be binding on all Noteholders, whether or not they are present at any meeting and whether or not they voted on the resolution, and on all Couponholders.

MEETINGS OF NOTEHOLDERS. The Agency Agreement contains provisions for convening meetings (including by way of conference call or by use of a videoconference platform) of the Noteholders to consider any matter affecting their interestsmatters relating to the Notes, including the sanctioning by Extraordinary Resolution of a modification of the Notes, the Coupons or any provision of the provisions of the Agency Agreementthese Conditions. Any such modification may be made if sanctioned by an Extraordinary Resolution. Such a meeting may be convened by the relevant Issuer or the Guarantor and shall be convened by it upon the relevant Issuer if required request in writing by of Noteholders holding not less than five per cent. in nominal one-tenth of the aggregate principal amount of the Notes for the time being remaining outstandingoutstanding Notes. The quorum at any such meeting for passing convened to vote on an Extraordinary Resolution is will be two or more persons holding or representing one more than half of the aggregate principal amount of the outstanding Notes or, at any adjourned meeting, two or more persons being or representing Noteholders whatever the principal amount of the Notes held or represented; provided, however, that certain proposals (including any proposal to change any date fixed for payment of principal or interest in respect of the Notes, to reduce the amount of principal or interest payable on any date in respect of the Notes, to alter the method of calculating the amount of any payment in respect of the Notes or the date for any such payment, to change the currency of payments under the Notes or to change the quorum requirements relating to meetings or the number of votes required to pass an Extraordinary Resolution (each, a “Reserved Matter”)) may only be sanctioned by an Extraordinary Resolution passed at a meeting of Noteholders at which two or more persons holding or representing not less than 50 per cent. in nominal three-quarters or, at any adjourned meeting, one quarter of the aggregate principal amount of the outstanding Notes for the time being outstanding, or form a quorum. Any Extraordinary Resolution duly passed at any adjourned such meeting one or more persons being or representing Noteholders whatever the nominal amount of the Notes so held or represented, except that at any meeting the business of which includes the modification of certain provisions of the Notes or the Coupons (including modifying the date of maturity of the Notes or any date for payment of interest thereon, reducing or cancelling the amount of principal or the rate of interest payable in respect of the Notes or altering the currency of payment of the Notes or the Coupons or amending the Deed of Covenant or the Guarantee), the quorum shall be one binding on all the Noteholders and Couponholders, whether present or more persons holding or representing not less than two-thirds in nominal amount of the Notes for the time being outstandingnot. In addition, or at any adjourned such meeting one or more persons holding or representing not less than one-third in nominal amount of the Notes for the time being outstanding. The Agency Agreement provides that (i) a resolution passed at a meeting duly convened and held in accordance with the Agency Agreement by a majority consisting of not less than three-fourths of the votes cast on such resolution, (ii) a resolution in writing signed by or on behalf of the holders of not less than three-fourths in nominal amount of the Notes all Noteholders who for the time being outstanding are entitled to receive notice of a meeting of Noteholders will take effect as if it were an Extraordinary Resolution. Such a resolution in writing may be contained in one document or (iii) consent given by way of electronic consents through several documents in the relevant clearing system(s) (in a form satisfactory to the Principal Paying Agent) same form, each signed by or on behalf of the holders of not less than three-fourths in nominal amount of the Notes for the time being outstanding, shall, in each case, be effective as an Extraordinary Resolution of the one or more Noteholders. An Extraordinary Resolution passed by the Noteholders will be binding on all Noteholders, whether or not they are present at any meeting and whether or not they voted on the resolution, and on all Couponholders.

MEETINGS OF NOTEHOLDERS. The Agency Agreement contains provisions for convening meetings (including by way of conference call or by use of a videoconference platform) of the Noteholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of the Notes, the Coupons or any of the certain provisions of the Agency Agreement. Such a meeting may be convened by the relevant Issuer at any time or the Guarantor and shall be convened by the relevant Issuer if required in writing by Noteholders holding not less than five per cent. 10% in nominal amount of the Notes for the time being remaining outstanding. The quorum at any such meeting for passing an such Extraordinary Resolution is one or more persons holding or representing in the aggregate not less than 50 per cent. 50% in nominal amount of the Notes for the time being outstanding, or at any adjourned meeting one or more persons being or representing Noteholders whatever the nominal amount of the Notes so held or represented, except that at any meeting the business of which includes the modification of certain provisions of the Notes or the Coupons (including modifying the date of maturity of the Notes or any date for payment of interest thereon, reducing or cancelling the amount of principal (except as provided by the Conditions) or the rate of interest payable in respect of the Notes or altering the currency of payment of the Notes or the Coupons or amending the Deed of Covenant or the GuaranteeCoupons), the necessary quorum shall for passing an Extraordinary Resolution will be one or more persons holding or representing not less than two-thirds in nominal amount of the Notes for the time being outstandingthirds, or at any adjourned such meeting one or more persons holding or representing not less than one-third third, in nominal amount of the Notes for the time being outstanding. The Agency Agreement provides that (i) a resolution passed at a meeting duly convened and held in accordance with the Agency Agreement by a majority consisting of not less than three-fourths of the votes cast on such resolution, (ii) a resolution in writing signed by or on behalf of the holders of not less than three-fourths in nominal amount of the Notes for the time being outstanding or (iii) consent given by way of electronic consents through the relevant clearing system(s) (in a form satisfactory to the Principal Paying Agent) by or on behalf of the holders of not less than three-fourths in nominal amount of the Notes for the time being outstanding, shall, in each case, be effective as an Extraordinary Resolution of the Noteholders. An Extraordinary Resolution passed by at any meeting of the Noteholders will shall be binding on all the Noteholders, whether or not they are present at any meeting and whether or not they voted on the resolutionmeeting, and on all Couponholders. Such modifications may only be made to the extent that the Issuer has obtained the prior written approval of the Competent Authority (if so required by the Relevant Regulations).

MEETINGS OF NOTEHOLDERS. The Agency Agreement Trust Deed contains provisions for convening meetings (including by way of conference call or by use of a videoconference platform) of the Noteholders Holders of the Notes of any Series to consider any matter affecting their interestsmatters relating to the Notes, including the sanctioning by Extraordinary Resolution of a modification of any provision of these Conditions or the Notes, the Coupons or any of the provisions of the Agency AgreementTrust Deed. Any such modification may be made if sanctioned by an Extraordinary Resolution. Such a meeting may be convened by the relevant Issuer Trustee, the Issuers or the Guarantor and shall be convened or by the relevant Issuer if required Trustee upon the request in writing by Noteholders of the Holders of the Notes of any Series holding not less than five per cent. in nominal one-tenth of the aggregate principal amount of the Notes for the time being remaining outstandingsuch outstanding Notes. The quorum at any such meeting for passing convened to vote on an Extraordinary Resolution is will be two or more persons holding or representing one more than half of the aggregate principal amount of the outstanding Notes of such Series or, at any adjourned meeting, two or more persons being or representing Holders of Notes of such Series whatever the principal amount of the Notes of such Series held or represented; provided, however, that any proposal relating to a Reserved Matter may only be sanctioned by an Extraordinary Resolution passed at a meeting of Noteholders at which two or more persons holding or representing not less than 50 per cent. in nominal three-quarters or, at any adjourned meeting, one quarter of the aggregate principal amount of the outstanding Notes for the time being outstanding, or of such Series form a quorum. Any Extraordinary Resolution duly passed at any adjourned such meeting one or more persons being or representing Noteholders whatever shall be binding on all the nominal amount Holders of the Notes so held of such Series, whether present or representednot. In addition, except that at any meeting the business of which includes the modification of certain provisions of the Notes or the Coupons (including modifying the date of maturity of the Notes or any date for payment of interest thereon, reducing or cancelling the amount of principal or the rate of interest payable in respect of the Notes or altering the currency of payment of the Notes or the Coupons or amending the Deed of Covenant or the Guarantee), the quorum shall be one or more persons holding or representing not less than two-thirds in nominal amount of the Notes for the time being outstanding, or at any adjourned such meeting one or more persons holding or representing not less than one-third in nominal amount of the Notes for the time being outstanding. The Agency Agreement provides that (i) a resolution passed at a meeting duly convened and held in accordance with the Agency Agreement by a majority consisting of not less than three-fourths of the votes cast on such resolution, (ii) a resolution in writing signed by or on behalf of the holders of not less than three-fourths in nominal amount of the Notes all Noteholders who for the time being outstanding are entitled to receive notice of a meeting of Noteholders under the Trust Deed will take effect as if it were an Extraordinary Resolution. Such a resolution in writing may be contained in one document or (iii) consent given by way of electronic consents through several documents in the relevant clearing system(s) (in a form satisfactory to the Principal Paying Agent) same form, each signed by or on behalf of the holders of not less than three-fourths in nominal amount of the Notes for the time being outstanding, shall, in each case, be effective as an Extraordinary Resolution of the one or more Noteholders. An Extraordinary Resolution passed by the Noteholders will be binding on all Noteholders, whether or not they are present at any meeting and whether or not they voted on the resolution, and on all Couponholders.

MEETINGS OF NOTEHOLDERS. The Agency Agreement contains provisions for convening meetings (including by way of conference call or by use of a videoconference platform) of the Noteholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of the Notes, the Coupons or any of the provisions of the Agency Agreement. Such a meeting may be convened by the relevant Issuer or the Guarantor and shall be convened by the relevant Issuer if required in writing by Noteholders holding not less than five per cent. in nominal amount of the Notes for the time being remaining outstanding. The quorum at any such meeting for passing an Extraordinary Resolution is one or more persons holding or representing not less than 50 per cent. in nominal amount of the Notes for the time being outstanding, or at any adjourned meeting one or more persons being or representing Noteholders whatever the nominal amount of the Notes so held or represented, except that at any meeting the business of which includes the modification of certain provisions of the Notes or the Coupons (including modifying the date of maturity of the Notes or any date for payment of interest thereon, reducing or cancelling the amount of principal or the rate of interest payable in respect of the Notes or altering the currency of payment of the Notes or the Coupons or amending the Deed of Covenant or the Guaranteein certain respects), the quorum shall be one or more persons holding or representing not less than two-thirds in nominal amount of the Notes for the time being outstanding, or at any adjourned such meeting one or more persons holding or representing not less than one-third in nominal amount of the Notes for the time being outstanding. The Agency Agreement provides that (i) a resolution passed at a meeting duly convened and held in accordance with the Agency Agreement by a majority consisting of not less than three-fourths of the votes cast on such resolution, (ii) a resolution in writing signed by or on behalf of the holders of not less than three-three- fourths in nominal amount of the Notes for the time being outstanding or (iii) consent given by way of electronic consents through the relevant clearing system(s) (in a form satisfactory to the Principal Paying Agent) by or on behalf of the holders of not less than three-fourths in nominal amount of the Notes for the time being outstanding, shall, in each case, be effective as an Extraordinary Resolution of the Noteholders. An Extraordinary Resolution passed by the Noteholders will be binding on all Noteholders, whether or not they are present at any meeting and whether or not they voted on the resolution, and on all Couponholders.

MEETINGS OF NOTEHOLDERS. The Agency Agreement contains provisions for convening meetings (including at a physical location or by way of conference call or by use of a videoconference platformplatform or a combination of such methods) of the Noteholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of the Notes, the Coupons or any of the provisions of the Agency Agreement. Such a meeting may be convened by the relevant Issuer or the Guarantor and shall be convened by the relevant Issuer if required in writing by Noteholders holding not less than five per cent. in nominal amount of the Notes for the time being remaining outstanding. The quorum at any such meeting for passing an Extraordinary Resolution is one or more persons person(s) holding or representing not less than 50 per cent. in nominal amount of the Notes for the time being outstanding, or at any adjourned meeting one or more persons person(s) being or representing Noteholders whatever the nominal amount of the Notes so held or represented, except that at any meeting the business of which includes the modification of certain provisions of the Notes or the Coupons (including modifying the date of maturity of the Notes or any date for payment of interest thereon, reducing or cancelling the amount of principal or the rate of interest payable in respect of the Notes or Notes, altering the currency of payment of the Notes or the Coupons or amending the Deed of Covenant or the Guaranteein certain respects), the quorum shall be one or more persons person(s) holding or representing not less than two-two- thirds in nominal amount of the Notes for the time being outstanding, or at any adjourned such meeting one or more persons person(s) holding or representing not less than one-third in nominal amount of the Notes for the time being outstanding. An Extraordinary Resolution passed at any meeting of the Noteholders shall be binding on all the Noteholders, whether or not they are present at the meeting, and on all Couponholders. The Agency Agreement provides that that: (i) a resolution passed at a meeting duly convened and held in accordance with the Agency Agreement by a majority consisting of not less than three-fourths of the votes cast on such resolution, (iia) a resolution in writing signed by or on behalf of the holders Noteholders of not less than three-fourths 75 per cent. in nominal principal amount of the Notes for the time being outstanding (whether such resolution in writing is contained in one document or several documents in the same form, each signed on behalf of one or more Noteholders) or (iiib) consent given by way of electronic consents through the relevant clearing system(s) (in a form satisfactory to the Principal Paying Agent) systems by or on behalf of the holders Noteholders of not less than three-fourths 75 per cent. in nominal principal amount of the Notes for the time being outstanding, shalloutstanding will, in each case, be effective take effect as if it were an Extraordinary Resolution of the Noteholders. An Extraordinary Resolution passed by the Noteholders will and shall be binding on upon all Noteholders, whether or not they are present at any meeting and whether or not they voted on the resolution, and on all Couponholders.

MEETINGS OF NOTEHOLDERS. The Agency Agreement Trust Deed contains provisions for convening meetings (including by way of conference call or by use of a videoconference platform) of the Noteholders to consider any matter affecting their interestsmatters relating to the Notes, including the sanctioning by Extraordinary Resolution of a modification of any provision of these Conditions or the Notes, the Coupons or any of the provisions of the Agency AgreementTrust Deed. Any such modification may be made if sanctioned by an Extraordinary Resolution. Such a meeting may be convened by the relevant Issuer or the Guarantor Trustee and shall be convened by the relevant Issuer if required Trustee upon the request in writing by of Noteholders holding not less than five per cent. in nominal one-tenth of the aggregate principal amount of the outstanding Notes for upon at least 30 day’s notice (exclusive of the time being remaining outstandingday on which notice is given and of the day on which the relevant meeting is to be held), in accordance with the Trust Deed. The quorum at any such meeting for passing convened to vote on an Extraordinary Resolution is one will be two or more persons holding or representing not less more than 50 per cent. in nominal half of the aggregate principal amount of the outstanding Notes for the time being outstandingor, or at any adjourned meeting one meeting, two or more persons being or representing Noteholders whatever the nominal principal amount of the Notes so held or represented; provided, except however, that Reserved Matters may only be sanctioned by an Extraordinary Resolution passed at any a meeting the business of Noteholders at which includes the modification of certain provisions of the Notes or the Coupons (including modifying the date of maturity of the Notes or any date for payment of interest thereon, reducing or cancelling the amount of principal or the rate of interest payable in respect of the Notes or altering the currency of payment of the Notes or the Coupons or amending the Deed of Covenant or the Guarantee), the quorum shall be one two or more persons holding or representing not less than two-thirds in nominal or, at any adjourned meeting, one-third of the aggregate principal amount of the outstanding Notes for the time being outstanding, or form a quorum. Any Extraordinary Resolution duly passed at any adjourned such meeting one shall be binding on all the Noteholders, whether present or more persons holding or representing not less than one-third in nominal amount of the Notes for the time being outstandingnot. The Agency Agreement provides that (i) a resolution passed at a meeting duly convened and held in accordance with the Agency Agreement by a majority consisting of not less than three-fourths of the votes cast on such resolutionIn addition, (ii) a resolution in writing signed by or on behalf of the holders of not less than three-fourths in nominal amount of the Notes all Noteholders who for the time being outstanding are entitled to receive notice of a meeting of Noteholders under the Trust Deed will take effect as if it were an Extraordinary Resolution. Such a resolution in writing may be contained in one document or (iii) consent given by way of electronic consents through several documents in the relevant clearing system(s) (in a form satisfactory to the Principal Paying Agent) same form, each signed by or on behalf of the holders of not less than three-fourths in nominal amount of the Notes for the time being outstanding, shall, in each case, be effective as an Extraordinary Resolution of the one or more Noteholders. An Extraordinary Resolution passed by the Noteholders will be binding on all Noteholders, whether or not they are present at any meeting and whether or not they voted on the resolution, and on all Couponholders.

MEETINGS OF NOTEHOLDERS. The Agency Agreement contains provisions for convening meetings (including by way of conference call or by use of a videoconference platform) of the Noteholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution (as defined in the Agency Agreement) of a modification of the Notes, the Coupons or any of the provisions of the Agency Agreementthese Conditions. Such a meeting may be convened by the relevant Issuer or the Guarantor and shall be convened by the relevant Issuer if required in writing by Noteholders holding not less than five 10 per cent. in nominal amount of the Notes for the time being remaining outstanding. The quorum at for any such meeting for passing convened to consider an Extraordinary Resolution is one shall be two or more persons holding or representing not less than 50 per cent. a clear majority in nominal amount of the Notes for the time being outstanding, or at any adjourned meeting one two or more persons being or representing Noteholders whatever the nominal amount of the Notes so held or represented, except that at any meeting unless the business of which such meeting includes consideration of proposals, inter alia, (i) to amend the modification dates of certain provisions maturity or redemption of the Notes or the Coupons (including modifying the date of maturity of the Notes or Notes, any date for payment of interest thereonor Interest Amounts on the Notes, reducing (ii) to reduce or cancelling cancel the nominal amount of principal of, or any premium payable on redemption of, the Notes, (iii) to reduce the rate or rates of interest payable in respect of the Notes or altering to vary the method or basis of calculating the rate or rates or amount of interest or the basis for calculating any Interest Amount in respect of the Notes, (iv) if a Minimum and/or a Maximum Rate of Interest or Redemption Amount is shown hereon, to reduce any such Minimum and/or Maximum, (v) to vary any method of, or basis for, calculating the Final Redemption Amount, the Early Redemption Amount or the Optional Redemption Amount, including the method of calculating the Amortised Face Amount, (vi) to vary the currency or currencies of payment or denomination of the Notes Notes, (vii) to modify the provisions concerning the quorum required at any meeting of Noteholders or the Coupons majority required to pass the Extraordinary Resolution, or amending the Deed of Covenant (viii) to modify or cancel the Guarantee), in which case the necessary quorum shall be one two or more persons holding or representing not less than two-thirds in nominal amount of the Notes for the time being outstanding, 75 per cent. or at any adjourned such meeting one or more persons holding or representing not less than one-third 25 per cent. in nominal amount of the Notes for the time being outstanding. Any Extraordinary Resolution duly passed shall be binding on Noteholders (whether or not they were present at the meeting at which such resolution was passed) and on all Couponholders. The Agency Agreement provides that (i) a resolution passed at a meeting duly convened and held in accordance with the Agency Agreement by a majority consisting of not less than three-fourths of the votes cast on such resolution, (ii) a resolution in writing signed by or on behalf of the holders of not less than three-fourths 90 per cent. in nominal amount of the Notes outstanding shall for all purposes be as valid and effective as an Extraordinary Resolution passed at a meeting of Noteholders duly convened and held. Such a resolution in writing may be contained in one document or several documents in the time being outstanding or (iii) consent given by way of electronic consents through the relevant clearing system(s) (in a form satisfactory to the Principal Paying Agent) same form, each signed by or on behalf of the holders one or more Noteholders. A modification of any of these Conditions in accordance with Condition 5(c) (Benchmark Discontinuation) shall not less than three-fourths in nominal amount of the Notes for the time being outstanding, shall, in each case, be effective as require sanction by an Extraordinary Resolution of the Noteholders. An Extraordinary Resolution passed by the Noteholders will be binding on all Noteholders, whether or not they are present at any meeting and whether or not they voted on the resolution, and on all Couponholders.

MEETINGS OF NOTEHOLDERS. The Agency Agreement Trust Deed contains provisions for convening meetings (including by way of conference call or by use of a videoconference platform) of the Noteholders to consider any matter matters affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of the Notes, the Coupons any of these Conditions or any of the provisions of the Agency AgreementTrust Deed. Such a meeting may be convened by the relevant Issuer or the Guarantor Trustee and shall be convened by the relevant Issuer if required requested in writing by Noteholders holding not less than five 10 per cent. in nominal principal amount of the Notes for the time being remaining outstanding. The quorum at for any such meeting for passing convened to consider an Extraordinary Resolution is will be one or more persons holding or representing not less than 50 per cent. a clear majority in nominal principal amount of the Notes for the time being outstanding, or at any adjourned meeting one or more persons being or representing Noteholders whatever the nominal principal amount of the Notes so held or represented, except that at any meeting unless the business of which such meeting includes consideration of proposals, inter alia, (i) to modify the modification of certain provisions maturity of the Notes or the Coupons (including modifying the date of maturity of the Notes or any date for payment of dates on which interest thereon, reducing or cancelling the amount of principal or the rate of interest is payable in respect of the Notes, (ii) to reduce or cancel the principal amount, or interest on, the Notes or altering to reduce the currency of payment amount payable or redemption of the Notes or to modify or cancel the Coupons Conversion Rights, (iii) to increase the Conversion Price other than in accordance with these Conditions, (iv) to change the currency of any payment in respect of the Notes, or amending (v) to modify the Deed provisions concerning the quorum required at any meeting of Covenant Noteholders or the Guarantee)majority required to pass an Extraordinary Resolution, in which case the necessary quorum shall will be one or more persons holding or representing not less than twothree-thirds in nominal amount of the Notes for the time being outstandingquarters, or at any adjourned such meeting one or more persons holding or representing not less than one-third quarter, in nominal principal amount of the Notes for the time being outstanding. The Agency Agreement provides that (i) a resolution passed at a meeting duly convened and held in accordance with the Agency Agreement by a majority consisting of not less than three-fourths of the votes cast on such resolution, (ii) a resolution in writing signed by or on behalf of the holders of not less than three-fourths in nominal amount of the Notes for the time being outstanding or (iii) consent given by way of electronic consents through the relevant clearing system(s) (in a form satisfactory to the Principal Paying Agent) by or on behalf of the holders of not less than three-fourths in nominal amount of the Notes for the time being outstanding, shall, in each case, be effective as an Any Extraordinary Resolution of the Noteholders. An Extraordinary Resolution duly passed by the Noteholders will shall be binding on all Noteholders, Noteholders (whether or not they are were present at any the meeting and whether or not they voted on the resolution, and on all Couponholdersat which such resolution was passed).

MEETINGS OF NOTEHOLDERS. Any modification to these Conditions or any provisions of the Trust Deed will be subject to the Issuer or the Guarantor satisfying the Regulatory Clearance Condition. The Agency Agreement Trust Deed contains provisions for convening meetings (including by way of conference call or by use of a videoconference platform) of the Noteholders to consider any matter affecting their interests, including the sanctioning modification or abrogation by Extraordinary Resolution of a modification any of the Notes, the Coupons these Conditions or any of the provisions of the Agency AgreementTrust Deed. Such a meeting may be convened by the relevant Issuer Issuer, the Guarantor, the Trustee or the Guarantor and shall be convened by the relevant Issuer if required in writing by Noteholders holding not less than five 10 per cent. in nominal amount of the Notes for the time being remaining outstanding. The quorum at any such meeting for passing an Extraordinary Resolution is one or more persons holding or representing not less than 50 per cent. in nominal principal amount of the Notes for the time being outstanding, or . The quorum at any adjourned meeting one for passing an Extraordinary Resolution will be two or more persons being or representing Noteholders whatever the nominal amount of the Notes so held or represented, except that at any meeting the business of which includes the modification of certain provisions of the Notes or the Coupons (including modifying the date of maturity of the Notes or any date for payment of interest thereon, reducing or cancelling the amount of principal or the rate of interest payable in respect of the Notes or altering the currency of payment of the Notes or the Coupons or amending the Deed of Covenant or the Guarantee), the quorum shall be one or more persons present holding or representing not less than two-thirds a clear majority in nominal principal amount of the Notes for the time being outstanding, or at any adjourned such meeting one two or more persons present whatever the principal amount of the Notes held or represented by him or them, except that, at any meeting the business of which falls within the proviso to paragraph 3 of Schedule 3 to the Trust Deed, the necessary quorum for passing an Extraordinary Resolution will be two or more persons present holding or representing not less than one-third in nominal 75 per cent., or at any adjourned such meeting not less than 25 per cent., of the principal amount of the Notes for the time being outstanding. The Agency Agreement Trust Deed also provides that (i) a written resolution passed at a meeting duly convened and held in accordance with the Agency Agreement by a majority consisting of not less than three-fourths of the votes cast on such resolution, (ii) a resolution in writing signed executed by or on behalf of the holders of not less than three-fourths 75 per cent. in nominal principal amount of the Notes for the time being outstanding or (iii) consent given by way of electronic consents through the relevant clearing system(s) (in who would have been entitled to vote upon it if it had been proposed at a form satisfactory to the Principal Paying Agent) by or on behalf of the holders of not less than three-fourths in nominal amount of the Notes for the time being outstanding, shall, in each case, be effective meeting at which they were present shall take effect as if it were an Extraordinary Resolution of the NoteholdersResolution. An Extraordinary Resolution passed by at any duly convened and held meeting of the Noteholders or by way of a written resolution will be binding on all Noteholders, whether or not they are present at any the meeting and or (as the case may be) whether or not they voted on execute the written resolution, and on all Couponholders. The agreement or approval of the Noteholders shall not be required in the case of any variation of these Conditions and/or the Trust Deed required to be made in connection with the substitution or variation of the Notes pursuant to Condition 8(e) or 8(f) or any consequential amendments to these Conditions and/or the Trust Deed approved by the Trustee in connection with a substitution of the Issuer or the Guarantor pursuant to Condition 15.

MEETINGS OF NOTEHOLDERS. The Agency Agreement contains provisions for convening meetings (including by way of conference call or by use of a videoconference platform) of the Noteholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of the Notes, the Coupons Coupons, the Guarantee or any of the provisions of the Agency AgreementAgreement or the Deed of Guarantee. Such a meeting may be convened by the relevant Issuer or the Guarantor and shall be convened by the relevant Issuer if required in writing by Noteholders holding not less than five per cent. in nominal amount of the Notes for the time being remaining outstanding. The quorum at any such meeting for passing an Extraordinary Resolution is one or more persons holding or representing not less than 50 per cent. in nominal amount of the Notes for the time being outstanding, or at any adjourned meeting one or more persons being or representing Noteholders whatever the nominal amount of the Notes so held or represented, except that at any meeting the business of which includes the modification of certain provisions of the Notes or the Coupons (including modifying the date of maturity of the Notes or any date for payment of interest thereon, reducing or cancelling the amount of principal or the rate of interest payable in respect of the Notes or altering the currency of payment of the Notes or the Coupons or amending the Deed of Covenant or the GuaranteeDeed of Guarantee in certain respects), the quorum shall be one or more persons holding or representing not less than two-thirds in nominal amount of the Notes for the time being outstanding, or at any adjourned such meeting one or more persons holding or representing not less than one-one- third in nominal amount of the Notes for the time being outstanding. The Agency Agreement provides that (i) a resolution passed at a meeting duly convened and held in accordance with the Agency Agreement by a majority consisting of not less than three-fourths of the votes cast on such resolution, (ii) a resolution in writing signed by or on behalf of the holders of not less than three-fourths in nominal amount of the Notes for the time being outstanding or (iii) consent given by way of electronic consents through the relevant clearing system(s) (in a form satisfactory to the Principal Paying Agent) by or on behalf of the holders of not less than three-fourths in nominal amount of the Notes for the time being outstanding, shall, in each case, be effective as an Extraordinary Resolution of the Noteholders. An Extraordinary Resolution passed by the Noteholders will be binding on all Noteholders, whether or not they are present at any meeting and whether or not they voted on the resolution, and on all Couponholders.

MEETINGS OF NOTEHOLDERS. The Agency Agreement contains provisions for convening meetings (including at a physical location or by way of conference call or by use of a videoconference platformplatform or a combination of such methods) of the Noteholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of the Notes, the Coupons or any of the provisions of the Agency Agreement. Such a meeting may be convened by the relevant Issuer or the Guarantor at any time and shall be convened by the relevant Issuer if required in writing by Noteholders holding not less than five per cent. 5% in nominal aggregate principal amount of the Notes of this Series for the time being remaining outstanding. The quorum at any such meeting for passing an Extraordinary Resolution is one or more persons eligible Person(s) present and holding or representing in the aggregate not less than 50 per cent. in nominal 50% of the principal amount of the Notes of this Series for the time being outstanding, or at any adjourned meeting one or more persons eligible Person(s) present being or representing Noteholders whatever the nominal aggregate principal amount of the Notes so held or represented, except that at any meeting the business of which includes the modification of certain provisions of the Notes or the Coupons (including modifying the date of maturity Maturity Date of the applicable Series of Notes or any date for the payment of interest thereon, reducing or cancelling the amount of principal or the rate of interest payable in respect on the applicable Series of the Notes or Notes, altering the currency of payment of the applicable Series of Notes or the related Coupons or amending the Deed of Covenant or the Guaranteein certain respects), the quorum shall be one or more persons eligible Person(s) present and holding or representing in the aggregate not less than two-thirds in nominal of the aggregate principal amount of the Notes of this Series for the time being outstanding, or at any adjourned such meeting one or more persons eligible Person(s) present and holding or representing in the aggregate not less than one-third in nominal principal amount of the Notes of this Series for the time being outstanding. An Extraordinary Resolution passed at any meeting of the Noteholders shall be binding on all the Noteholders, whether or not they are present or represented at the meeting and whether or not they vote on the resolution, and on all Couponholders. The Agency Agreement provides that (i) a resolution passed at a meeting duly convened and held in accordance with the Agency Agreement by a majority consisting of not less than three-fourths of the votes cast on such resolution, inter alia): (iia) a resolution in writing signed by (or on behalf of of) the holders Noteholders of not less than three-fourths in nominal 75% of the aggregate principal amount of the Notes of this Series for the time being outstanding (whether such resolution in writing is contained in one document or several documents in the same form, each signed by (or on behalf of) one or more Noteholders) or (iiib) consent given by way of electronic consents through the relevant clearing system(s) by (in a form satisfactory to the Principal Paying Agent) by or on behalf of of) the holders Noteholders of not less than three-fourths in nominal 75% of the aggregate principal amount of the Notes of this Series for the time being outstanding, shalloutstanding will, in each case, be effective take effect as if it were an Extraordinary Resolution of the Noteholders. An Extraordinary Resolution passed by the Noteholders will and shall be binding on upon all Noteholders, whether or not they are present at any meeting and whether or not they voted on the resolution, and on all Couponholders.

MEETINGS OF NOTEHOLDERS. The Agency Agreement contains provisions for convening meetings (including by way of conference call or by use of a videoconference platform) of the Noteholders to consider any matter matters affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of the Notes, the Coupons any of these Conditions or any of the provisions of the Agency Agreement. Such a meeting may be convened by the relevant Issuer or the Guarantor and shall be convened by the relevant Issuer if required in writing by Noteholders holding not less than five 10 per cent. in nominal principal amount of the Notes for the time being remaining outstandingOutstanding. The quorum at for any such meeting for passing convened to consider an Extraordinary Resolution will be two or more persons holding or representing a clear majority in principal amount of the Notes for the time being Outstanding, or at any adjourned meeting two or more persons being or representing Noteholders whatever the principal amount of the Notes held or represented, unless the business of such meeting includes consideration of proposals, amongst other things, (i) to modify the maturity of the Notes or the dates on which interest is one payable in respect of the Notes, (ii) to reduce or cancel the principal amount of, any premium payable on redemption of, or interest on or to vary the method of calculating the rate of interest on, the Notes, (iii) to change the currency of payment of the Notes or the Coupons, (iv) to modify the provisions concerning the quorum required at any meeting of Noteholders or the majority required to pass an Extraordinary Resolution, or (v) to modify or cancel the Guarantee, in which case the necessary quorum will be two or more persons holding or representing not less than 50 per cent. two thirds, or at any adjourned meeting not less than one third, in nominal principal amount of the Notes for the time being outstanding, or at any adjourned meeting one or more persons being or representing Noteholders whatever the nominal amount of the Notes so held or represented, except that at any meeting the business of which includes the modification of certain provisions of the Notes or the Coupons (including modifying the date of maturity of the Notes or any date for payment of interest thereon, reducing or cancelling the amount of principal or the rate of interest payable in respect of the Notes or altering the currency of payment of the Notes or the Coupons or amending the Deed of Covenant or the Guarantee), the quorum shall be one or more persons holding or representing not less than two-thirds in nominal amount of the Notes for the time being outstanding, or at any adjourned such meeting one or more persons holding or representing not less than one-third in nominal amount of the Notes for the time being outstandingOutstanding. The Agency Agreement provides that (i) a resolution passed at a meeting duly convened and held does not contain any provisions requiring higher quorums in accordance with the Agency Agreement by a majority consisting of not less than three-fourths of the votes cast on such resolution, (ii) a resolution in writing signed by or on behalf of the holders of not less than three-fourths in nominal amount of the Notes for the time being outstanding or (iii) consent given by way of electronic consents through the relevant clearing system(s) (in a form satisfactory to the Principal Paying Agent) by or on behalf of the holders of not less than three-fourths in nominal amount of the Notes for the time being outstanding, shall, in each case, be effective as an any circumstances. Any Extraordinary Resolution of the Noteholders. An Extraordinary Resolution duly passed by the Noteholders will shall be binding on all Noteholders, Noteholders (whether or not they are were present at any the meeting and whether or not they voted on the resolution, at which such resolution was passed) and on all Couponholders. Any modification or cancellation of the Guarantee shall only be effective if approved by ministerial decision of the Guarantor.

MEETINGS OF NOTEHOLDERS. The Agency Agreement Trust Deed contains provisions for convening meetings (including by way of conference call or by use of a videoconference platform) of the Noteholders to consider any matter matters affecting their interests, including the sanctioning by Extraordinary Resolution (as defined in the Trust Deed) of a modification of the Notes, the Coupons any of these Conditions or any of the provisions of the Agency AgreementTrust Deed. Such a meeting may be convened by the relevant Issuer or the Guarantor and shall be convened by it upon the relevant Issuer if required request in writing by of Noteholders holding not less than five per cent. 10% in nominal amount of the Notes for the time being remaining outstanding. The quorum at any such meeting for passing an Extraordinary Resolution is one or more persons holding or representing not less than 50 per cent. in nominal amount of the Notes for the time being outstanding, or at any adjourned meeting one or more persons being or representing Noteholders whatever the nominal amount of the Notes so held or represented, except that at any meeting the business of which includes the modification of certain provisions of the Notes or the Coupons (including modifying the date of maturity of the Notes or any date for payment of interest thereon, reducing or cancelling the amount of principal or the rate of interest payable in respect of the Notes or altering the currency of payment of the Notes or the Coupons or amending the Deed of Covenant or the Guarantee), the quorum shall be one or more persons holding or representing not less than two-thirds in nominal amount of the Notes for the time being outstanding, or at any adjourned such meeting one or more persons holding or representing not less than one-third in nominal amount of the Notes for the time being outstanding. The Agency Agreement provides that quorum for any meeting convened to consider an Extraordinary Resolution will be two or more persons holding or representing a clear majority in principal amount of the Notes for the time being outstanding, or, at any adjourned meeting, two or more persons being or representing Noteholders whatever the principal amount of the Notes held or represented, unless the business of such meeting includes consideration of proposals, inter alia, (i) a resolution passed at a meeting duly convened and held in accordance with to modify the Agency Agreement by a majority consisting of not less than three-fourths maturity of the votes cast Notes or the dates on such resolutionwhich interest is payable in respect of the Notes, (ii) to reduce or cancel the principal amount of or interest on or to vary the method of calculating the rate of interest on, the Notes, (iii) to change the currency of payment of the Notes or the Coupons, or (iv) to modify the provisions concerning the quorum required at any meeting of Noteholders or the majority required to pass an Extraordinary Resolution in which case the necessary quorum will be two or more persons holding or representing not less than 75%, or at any adjourned meeting not less than 25%, in principal amount of the Notes for the time being outstanding. Any Extraordinary Resolution duly passed shall be binding on Noteholders (whether or not they were present at the meeting at which such resolution was passed) and on all Couponholders. In addition, a resolution in writing signed by or on behalf of the holders of not less than three-fourths in nominal amount of the Notes all Noteholders who for the time being outstanding are entitled to receive notice of a meeting of Noteholders will take effect as if it was an Extraordinary Resolution. Such a resolution in writing may be contained in one document or (iii) consent given by way of electronic consents through several documents in the relevant clearing system(s) (in a form satisfactory to the Principal Paying Agent) same form, each signed by or on behalf of the holders of not less than three-fourths in nominal amount of the Notes for the time being outstanding, shall, in each case, be effective as an Extraordinary Resolution of the one or more Noteholders. An Extraordinary Resolution passed by the Noteholders will be binding on all Noteholders, whether or not they are present at any meeting and whether or not they voted on the resolution, and on all Couponholders.

MEETINGS OF NOTEHOLDERS. The Agency Agreement contains provisions for convening meetings (including by way of conference call or by use of a videoconference platform) of the Noteholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution (as defined in the Agency Agreement) of a modification of the Notes, the Coupons or any of the provisions of the Agency Agreementthese Conditions. Such a meeting may be convened by the relevant Issuer or the Guarantor and shall be convened by the relevant Issuer if required in writing by Noteholders holding not less than five 10.0 per cent. in nominal amount of the Notes for the time being remaining outstanding. The quorum at for any such meeting for passing convened to consider an Extraordinary Resolution is one shall be two or more persons holding or representing not less than 50 per cent. a clear majority in nominal amount of the Notes for the time being outstanding, or at any adjourned meeting one two or more persons being or representing Noteholders whatever the nominal amount of the Notes so held or represented, except that at any meeting unless the business of which such meeting includes consideration of proposals, inter alia, (i) to amend the modification of certain provisions of the Notes or the Coupons (including modifying the date dates of maturity or redemption of the Notes or any date for payment of interest thereonor Interest Amounts on the Notes, reducing (ii) to reduce or cancelling cancel the nominal amount of principal of, or any premium payable on redemption of, the Notes, (iii) to reduce the rate or rates of interest payable in respect of the Notes or altering to vary the currency method or basis of payment calculating the rate or rates or amount of interest or the basis for calculating any Interest Amount in respect of the Notes (other than any amendment arising from the discontinuation of any interest rate benchmark used to determine the amount of any payment in respect of the Notes), (iv) if a Minimum and/or a Maximum Rate of Interest or Redemption Amount is shown hereon, to reduce any such Minimum and/or Maximum, (v) to vary any method of, or basis for, calculating the Final Redemption Amount, the Early Redemption Amount or the Coupons Optional Redemption Amount, including the method of calculating the Amortised Face Amount, (vi) to vary the currency or amending currencies of payment or denomination of the Deed Notes, or (vii) to modify the provisions concerning the quorum required at any meeting of Covenant Noteholders or the majority required to pass the Extraordinary Resolution, or (viii) to modify or cancel the Senior Guarantee or the Subordinated Guarantee), in which case the necessary quorum shall be one two or more persons holding or representing not less than two-two thirds in nominal amount of the Notes for the time being outstanding, or at any adjourned such meeting one or more persons holding or representing not less than one-third in nominal amount of the Notes for the time being outstanding. Any Extraordinary Resolution duly passed shall be binding on Noteholders (whether or not they were present at the meeting at which such resolution was passed) and on all Couponholders. The Agency Agreement provides that (i) a resolution passed at a meeting duly convened and held in accordance with the Agency Agreement by a majority consisting of not less than three-fourths of the votes cast on such resolution, (ii) a resolution in writing signed by or on behalf of the holders of not less than three-fourths 75.0 per cent. in nominal amount of the Notes outstanding shall for all purposes be as valid and effective as an Extraordinary Resolution passed at a meeting of Noteholders duly convened and held. Such a resolution in writing may be contained in one document or several documents in the time being outstanding or (iii) consent given by way of electronic consents through the relevant clearing system(s) (in a form satisfactory to the Principal Paying Agent) same form, each signed by or on behalf of one or more Noteholders. These Conditions may be amended, modified or varied in relation to any Series of Notes by the holders of not less than three-fourths in nominal amount terms of the Notes for the time being outstanding, shall, relevant Final Terms in each case, be effective as an Extraordinary Resolution of the Noteholders. An Extraordinary Resolution passed by the Noteholders will be binding on all Noteholders, whether or not they are present at any meeting and whether or not they voted on the resolution, and on all Couponholdersrelation to such Series.

MEETINGS OF NOTEHOLDERS. The Agency Agreement contains provisions for convening meetings (including by way of conference call or by use of a videoconference platform) of the Noteholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of the Notes, the Coupons Notes or any of the provisions of the Agency Agreement. Such a meeting may be convened by the relevant Issuer or the Guarantor and shall be convened by the relevant Issuer if required in writing by Noteholders holding not less than five per cent. in nominal amount of the then aggregate Prevailing Principal Amount of the Notes for the time being remaining outstanding. The quorum at any such meeting for passing an Extraordinary Resolution is one or more persons eligible Persons present and holding or representing not less than 50 per cent. in nominal amount of the then aggregate Prevailing Principal Amount of the Notes for the time being outstanding, or at any adjourned meeting one or more persons Persons being or representing Noteholders whatever the nominal amount Prevailing Principal Amount of the Notes so held or represented, except that at any meeting the business of which includes the modification of certain provisions of the Notes or the Coupons (including modifying the date of maturity of the Notes or any date for payment of interest thereon, reducing or cancelling the amount of principal or the rate of interest payable in respect of the Notes, modifying Condition 3 by way of any further subordination of the Notes or the imposition of further restrictions or limitations on the rights or claims of Noteholders, altering the currency of payment of the Notes Notes, modifying the provisions of Condition 5.5, 5.10, 6, 8.5 or the Coupons 18, or amending the Deed of Covenant or the Guaranteein certain respects), the quorum shall be one or more persons eligible Persons present and holding or representing not less than two-thirds in nominal amount of the then aggregate Prevailing Principal Amount of the Notes for the time being outstanding, or at any adjourned such meeting one or more persons eligible Persons present and holding or representing not less than one-third in nominal amount of the then aggregate Prevailing Principal Amount of the Notes for the time being outstanding. An Extraordinary Resolution passed at any meeting of the Noteholders will be binding on all the Noteholders whether or not they are present at the meeting. The Agency Agreement provides provides, among other things, that (i) a resolution passed at a meeting duly convened and held in accordance with the Agency Agreement by a majority consisting of not less than three-fourths 75 per cent. of the votes cast on such resolution, (ii) a resolution in writing signed by or on behalf of the holders Noteholders of not less than three-fourths in nominal amount 75 per cent. of the then aggregate Prevailing Principal Amount of the Notes for the time being outstanding or (iii) consent given by way of electronic consents through the relevant clearing system(s) systems (in a form satisfactory to the Principal Paying Fiscal Agent) by or on behalf of the holders Noteholders of not less than three-fourths in nominal amount 75 the then aggregate Prevailing Principal Amount of the Notes for the time being outstanding, shall, in each case, be effective as an Extraordinary Resolution of the Noteholders. An Extraordinary Resolution passed by the Noteholders will be binding on all the Noteholders, whether or not they are present at any meeting and whether or not they voted on the resolution, and on all Couponholders.

MEETINGS OF NOTEHOLDERS. As the Notes will be issued outside of the Republic of France within the meaning of Article L. 228-90 of the French Commercial Code, and as the Notes are governed by, and shall be construed in accordance with, English law, the provisions of the French Commercial Code relating to the masse will not apply to the Noteholders. The Agency Agreement contains provisions for convening meetings (including by way of conference call or by use of a videoconference platform) of the Noteholders to consider any matter matters affecting their interests, including the sanctioning modification of any of these Conditions insofar as they may apply to the Notes. Any such modifications may be made if sanctioned by an Extraordinary Resolution of a modification of the Notes, the Coupons or any of the provisions of (as defined in the Agency Agreement) of Noteholders (save where these Conditions provide that they may be modified otherwise than by Extraordinary Resolution). Such a meeting may be convened by the relevant Issuer or the Guarantor and shall be convened by the relevant Issuer if required in writing by Noteholders holding not less than five per cent. 10% in nominal amount of the Notes for the time being remaining outstanding. The quorum at for any such meeting for passing convened to consider an Extraordinary Resolution is one shall be two or more persons holding or representing not less than 50 per cent. a clear majority in nominal amount of the Notes for the time being outstanding, or at any adjourned meeting one two or more persons being or representing Noteholders whatever the nominal amount of the Notes so held or represented, except that at any meeting unless the business of which such meeting includes the modification consideration of certain provisions of proposals, inter alia, (i) to amend the Notes or the Coupons (including modifying the date dates of maturity or redemption of any of the Notes or any date for payment of interest thereonor Interest Amounts on the Notes, reducing (ii) to reduce or cancelling cancel the nominal amount or any premium payable on redemption of principal or the Notes, (iii) to reduce the rate or rates of interest payable in respect of the Notes or altering to vary the method or basis of calculating the rate or rates or amount of interest or the basis for calculating any Interest Amount in respect of the Notes, (iv) if a Minimum and/or a Maximum Rate of Interest or Redemption Amount applies to any Notes and is specified in the applicable Pricing Supplement, to reduce any such Minimum and/or such Maximum Rate of Interest, (v) to change the method of, or basis for, calculating the Final Redemption Amount, the Early Redemption Amount or the Optional Redemption Amount or, in the case of Zero Coupon Notes, changes to the method of calculating any Amortised Face Amount or Zero Coupon Early Redemption Amount, as the case may be, (vi) to change the currency or currencies of payment or denomination of the Notes Notes, or (vii) to modify the provisions concerning the quorum required at any meeting of Noteholders or the Coupons or amending majority required to pass an Extraordinary Resolution, in which case the Deed of Covenant or the Guarantee), the necessary quorum shall will be one two or more persons holding or representing not less than two-thirds in nominal amount of the Notes for the time being outstanding, or at any adjourned such meeting one or more persons holding or representing not less than one-third in nominal amount 75% of the Notes for the time being outstanding. The Agency Agreement provides that (i) a resolution passed at a meeting duly convened and held in accordance with the Agency Agreement by a majority consisting of not less than three-fourths of the votes cast on such resolution, (ii) a resolution in writing signed by or on behalf of the holders of not less than three-fourths in nominal amount of the Notes for the time being outstanding or (iii) consent given by way of electronic consents through the relevant clearing system(s) (in a form satisfactory to the Principal Paying Agent) by or on behalf of the holders of not less than three-fourths in nominal amount of the Notes for the time being outstanding, shall, in each case, be effective as an Any Extraordinary Resolution of the Noteholders. An Extraordinary Resolution duly passed by the Noteholders will shall be binding on all Noteholders, Noteholders (whether or not they are were present at any the meeting at which such resolution was passed). A Written Resolution or Electronic Consent shall take effect as if it were an Extraordinary Resolution. The provisions set out in these Conditions relating to the powers of meetings and whether notification of Extraordinary Resolutions shall apply mutatis mutandis to Written Resolutions or not they voted on the resolution, and on all CouponholdersElectronic Consent.

MEETINGS OF NOTEHOLDERS. The Agency Agreement contains provisions for convening meetings (including by way of conference call or by use of a videoconference platform) of the Noteholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of the Notes, the Coupons Notes or any of the provisions of the Agency Agreement. Such a meeting may be convened by the relevant Issuer or the Guarantor and shall be convened by the relevant Issuer if required in writing by Noteholders holding not less than five per cent. in nominal amount of the then Prevailing Principal Amount of the Notes for the time being remaining outstanding. The quorum at any such meeting for passing an Extraordinary Resolution is one or more persons holding or representing not less than 50 per cent. in nominal amount of the then Prevailing Principal Amount of the Notes for the time being outstanding, or at any adjourned meeting one or more persons being or representing Noteholders whatever the nominal amount Prevailing Principal Amount of the Notes so held or represented, except that at any meeting the business of which includes the modification of certain provisions of the Notes or the Coupons (including modifying the date of maturity of the Notes Maturity Date or any date for payment of interest thereon, reducing or cancelling the amount of principal or the rate of interest payable in respect of the Notes, modifying Condition 3 by way of any further subordination of the Notes or the imposition or further restriction or limitation on the rights or claims of Noteholders altering the currency of payment of the Notes modifying the provisions of Condition 6, 8.5 or the Coupons 18, or amending the Deed of Covenant or the Guaranteein certain respects), the quorum shall be one or more persons holding or representing not less than two-thirds in nominal amount of the then Prevailing Principal Amount of the Notes for the time being outstanding, or at any adjourned such meeting one or more persons holding or representing not less than one-third in nominal amount of the then Prevailing Principal Amount of the Notes for the time being outstanding. An Extraordinary Resolution passed at any meeting of the Noteholders will be binding on all the Noteholders, whether or not they are present at the meeting. The Agency Agreement provides that (i) a resolution passed at a meeting duly convened and held in accordance with the Agency Agreement by a majority consisting of not less than three-fourths 75 per cent. of the votes cast on such resolution, (ii) a resolution in writing signed by or on behalf of the holders Noteholders of not less than three-fourths in nominal amount 75 per cent. of the then Prevailing Principal Amount of the Notes for the time being outstanding or (iii) consent given by way of electronic consents through the relevant clearing system(s) systems (in a form satisfactory to the Principal Paying Fiscal Agent) by or on behalf of the holders Noteholders of not less than three-fourths in nominal amount 75 the then Prevailing Principal Amount of the Notes for the time being outstanding, shall, in each case, be effective as an Extraordinary Resolution of the Noteholders. An Extraordinary Resolution passed by the Noteholders will be binding on all the Noteholders, whether or not they are present at any meeting and whether or not they voted on the resolution, and on all Couponholders.

MEETINGS OF NOTEHOLDERS. The Agency Agreement contains provisions for convening meetings (including at a physical location or by way of conference call or by use of a videoconference platformplatform or a combination of such methods) of the Noteholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of the Notes, the Coupons or any of the provisions of the Agency Agreement. Such a meeting may be convened by the relevant Issuer or the Guarantor and shall be convened by the relevant Issuer if required in writing by Noteholders holding not less than five per cent. in nominal amount of the Notes for the time being remaining outstanding. The quorum at any such meeting for passing an Extraordinary Resolution is one or more persons person(s) holding or representing not less than 50 per cent. in nominal amount of the Notes for the time being outstanding, or at any adjourned meeting one or more persons person(s) being or representing Noteholders whatever the nominal amount of the Notes so held or represented, except that at any meeting the business of which includes the modification of certain provisions of the Notes or the Coupons (including modifying the date of maturity of the Notes or any date for payment of interest thereon, reducing or cancelling the amount of principal or the rate of interest payable in respect of the Notes or Notes, altering the currency of payment of the Notes or the Coupons or amending the Deed of Covenant or the Guaranteein certain respects), the quorum shall be one or more persons person(s) holding or representing not less than two-thirds in nominal amount of the Notes for the time being outstanding, or at any adjourned such meeting one or more persons person(s) holding or representing not less than one-third in nominal amount of the Notes for the time being outstanding. An Extraordinary Resolution passed at any meeting of the Noteholders shall be binding on all the Noteholders, whether or not they are present at the meeting, and on all Couponholders. The Agency Agreement provides that that: (i) a resolution passed at a meeting duly convened and held in accordance with the Agency Agreement by a majority consisting of not less than three-fourths of the votes cast on such resolution, (iia) a resolution in writing signed by or on behalf of the holders Noteholders of not less than three-fourths 75 per cent. in nominal principal amount of the Notes for the time being outstanding (whether such resolution in writing is contained in one document or several documents in the same form, each signed on behalf of one or more Noteholders) or (iiib) consent given by way of electronic consents through the relevant clearing system(s) (in a form satisfactory to the Principal Paying Agent) systems by or on behalf of the holders Noteholders of not less than three-fourths 75 per cent. in nominal principal amount of the Notes for the time being outstanding, shalloutstanding will, in each case, be effective take effect as if it were an Extraordinary Resolution of the Noteholders. An Extraordinary Resolution passed by the Noteholders will and shall be binding on upon all Noteholders, whether or not they are present at any meeting and whether or not they voted on the resolution, and on all Couponholders.

MEETINGS OF NOTEHOLDERS. The Agency Agreement contains provisions for convening meetings (including by way of conference call or by use of a videoconference platform) of the Noteholders to consider any matter affecting their interestsmatters relating to the Notes, including the sanctioning by Extraordinary Resolution of a modification of the Notes, the Coupons or any provision of the provisions of the Agency Agreementthese Conditions. Any such modification may be made if sanctioned by an Extraordinary Resolution. Such a meeting may be convened by the relevant Issuer or the Guarantor and shall be convened by it upon the relevant Issuer if required request in writing by of Noteholders holding not less than five 10 per cent. in nominal principal amount of the Notes for the time being remaining outstandingoutstanding Notes. The quorum at any such meeting for passing convened to vote on an Extraordinary Resolution is will be two or more persons holding or representing more than 50 per cent. of the aggregate principal amount of the outstanding Notes or, at any adjourned meeting, one or more persons being or representing Noteholders whatever the principal amount of the Notes held or represented; provided, however, that certain proposals (including any proposal to (i) change any date fixed for payment of principal or interest in respect of the Notes, (ii) to reduce the amount of principal or interest payable on any date in respect of the Notes, (iii) to alter the method of calculating the amount of any payment in respect of the Notes or the date for any such payment, (iv) to change the currency of payments under the Notes or (v) to change the quorum requirements relating to meetings or the majority required to pass an Extraordinary Resolution (each, a “Reserved Matter”) may only be sanctioned by an Extraordinary Resolution passed at a meeting of Noteholders at which one or more persons holding or representing not less than 50 75 per cent. in nominal or, at any adjourned meeting, not less than 25 per cent. of the aggregate principal amount of the outstanding Notes for the time being outstanding, or at any adjourned meeting one or more persons being or representing Noteholders whatever the nominal amount of the Notes so held or represented, except that at any meeting the business of which includes the modification of certain provisions of the Notes or the Coupons (including modifying the date of maturity of the Notes or any date for payment of interest thereon, reducing or cancelling the amount of principal or the rate of interest payable in respect of the Notes or altering the currency of payment of the Notes or the Coupons or amending the Deed of Covenant or the Guarantee), form a quorum. Subject to compliance with the quorum requirements referred to above, any Extraordinary Resolution shall be one or more persons holding or representing not less than two-thirds in nominal amount of the Notes for the time being outstanding, or at any adjourned such meeting one or more persons holding or representing not less than one-third in nominal amount of the Notes for the time being outstanding. The Agency Agreement provides that (i) a resolution duly passed at a meeting duly convened and held in accordance with the Agency Agreement by a majority consisting of not less than three-fourths of the votes cast at any such meeting and shall be binding on all the Noteholders and Couponholders (whether or not they were present at the meeting at which such resolutionresolution was passed). In addition, (ii) a resolution in writing signed by or on behalf of the holders of not Noteholders holding no less than three-fourths 75 per cent. in nominal amount principal of the outstanding Notes who for the time being outstanding are entitled to receive notice of a meeting of Noteholders will take effect as if it were an Extraordinary Resolution. Such a resolution in writing may be contained in one document or (iii) consent given by way of electronic consents through several documents in the relevant clearing system(s) (in a form satisfactory to the Principal Paying Agent) same form, each signed by or on behalf of the holders of not less than three-fourths in nominal amount of the Notes for the time being outstanding, shall, in each case, be effective as an Extraordinary Resolution of the one or more Noteholders. An Extraordinary Resolution passed by the Noteholders will be binding on all Noteholders, whether or not they are present at any meeting and whether or not they voted on the resolution, and on all Couponholders.

MEETINGS OF NOTEHOLDERS. The Agency Agreement Trust Deed contains provisions for convening meetings (including by way of conference call or by use Noteholders of a videoconference platform) of the Noteholders any Series in London and Buenos Aires to consider any matter matters affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of the Notes, the Coupons any of these Conditions or any of the provisions of the Agency AgreementTrust Deed. Such a meeting may be convened by the relevant Issuer or the Guarantor and shall be convened by the relevant Issuer if required in writing by Noteholders holding not less than five per cent. 5% in nominal principal amount of the Notes of such Series for the time being remaining outstanding. The quorum at for any such meeting for passing convened in London or Buenos Aires to consider an Extraordinary Resolution is will be, in the case of any meeting in London, two or more persons or, in the case of any meeting in Buenos Aires, one or more persons holding or representing not less than 50 per cent. in nominal amount 60% of the Notes of such Series for the time being outstanding, or at any adjourned meeting, in the case of any meeting in London, two or more persons or, in the case of any meeting in Buenos Aires, one or more persons being holding or representing Noteholders whatever the nominal amount not less than 30% of the Notes so held or represented, except that of such Series for the time being outstanding. Any proposals to be considered at any meeting convened in London or Buenos Aires which, inter alia, (i) postpone the business of which includes the modification of certain provisions of the Notes or the Coupons (including modifying the date of maturity of the Notes or of any date for payment of interest thereon, reducing or cancelling the amount of principal Series or the rate of dates on which interest is payable in respect of the Notes of any Series; (ii) reduce or altering cancel the principal amount of, or interest on, the Notes of any Series; or (iii) change the currency of payment of the Notes or the Coupons or amending the Deed of Covenant or the Guarantee)any Series, the quorum shall must be one or more persons holding or representing not less than two-thirds in nominal amount passed by means of the Notes for the time being outstanding, or an Extraordinary Resolution of Noteholders of such Series. Any proposals to be considered at any adjourned such meeting one convened in London or more persons holding or representing not less than one-third in nominal amount of the Notes for the time being outstanding. The Agency Agreement provides that Buenos Aires to (i) a substitute the Issuer (or any previous substitute) as the principal debtor under the Trust Deed and the Notes, or (ii) modify the provisions concerning the quorum required at any meeting of Noteholders or the majority required to pass an Extraordinary Resolution, must be passed by means of an Extraordinary Resolution of Noteholders of all outstanding Notes. Any resolution duly passed at a meeting convened in London shall be binding on all Noteholders of the relevant Series (whether or not they were present or represented at the meeting at which such resolution was passed) and on all Couponholders, only upon ratification by a meeting of Noteholders of the relevant Series held in Buenos Aires in accordance with the provisions of the Negotiable Obligations Law which provides, inter alia, that any resolution to ratify any of the proposals mentioned above requires unanimous approval of those Noteholders, present or represented and voting. The Trust Deed contains provisions for Noteholders present or represented at meetings in London to appoint proxies at meetings of Noteholders in Buenos Aires. Any resolution duly passed at a meeting convened and in Buenos Aires in accordance with the provisions of the Negotiable Obligations Law shall be binding on all Noteholders of the relevant Series (whether or not they were present or represented at such meeting, held in accordance with the Agency Agreement by a majority consisting of not less than three-fourths Article 14 of the votes cast on Negotiable Obligations Law, at which such resolution, (iiresolution was passed) a resolution in writing signed by or on behalf of the holders of not less than three-fourths in nominal amount of the Notes for the time being outstanding or (iii) consent given by way of electronic consents through the relevant clearing system(s) (in a form satisfactory to the Principal Paying Agent) by or on behalf of the holders of not less than three-fourths in nominal amount of the Notes for the time being outstanding, shall, in each case, be effective as an Extraordinary Resolution of the Noteholders. An Extraordinary Resolution passed by the Noteholders will be binding on all Noteholders, whether or not they are present at any meeting and whether or not they voted on the resolution, and on all Couponholders.

MEETINGS OF NOTEHOLDERS. The Agency Agreement contains provisions for convening meetings (including by way of conference call or by use of a videoconference platform) of the Noteholders to consider any matter affecting their interests, including the sanctioning modification by Extraordinary Resolution of a modification any of the Notes, the Coupons these Conditions or any of the provisions of the Agency Agreement. Such a meeting may be convened by the relevant Issuer or the Guarantor and shall be convened by the relevant Issuer if required in writing by Noteholders holding not less than five per cent. in nominal amount of the Notes for the time being remaining outstanding. The quorum at any such meeting for passing an Extraordinary Resolution is will be one or more persons present holding or representing not less more than 50 per cent. in nominal principal amount of the Notes for the time being outstanding, or at any adjourned such meeting one or more persons being or representing Noteholders present whatever the nominal principal amount of the Notes so held or representedrepresented by him or them, except that at any meeting the business of which includes any matter defined in the Agency Agreement as a Basic Terms Modification including the modification of certain provisions of the Notes or the Coupons these Conditions (including modifying the date of maturity of the Notes or any date for payment of interest thereon, reducing or cancelling the amount of principal or the rate of interest payable in respect of the Notes or altering the currency of payment of the Notes or the Coupons or amending the Deed of Covenant or the GuaranteeNotes), the necessary quorum shall for passing an Extraordinary Resolution will be one or more persons present holding or representing not less than two-thirds in nominal amount of the Notes for the time being outstandingthirds, or at any adjourned such meeting one or more persons holding or representing not less than one-third in nominal third, of the principal amount of the Notes for the time being outstanding. The Agency Agreement provides that (i) a resolution passed at a meeting duly convened and held in accordance with the Agency Agreement by a majority consisting of not less than three-fourths of the votes cast on such resolution, (ii) a resolution in writing signed by or on behalf of the holders of not less than three-fourths in nominal principal amount of the Notes for the time being outstanding or (iii) consent given by way of electronic consents through the relevant clearing system(s) (in a form satisfactory to the Principal Paying Fiscal Agent) by or on behalf of the holders of not less than three-fourths in nominal principal amount of the Notes for the time being outstanding, shall, in each case, be effective as an Extraordinary Resolution of the Noteholders. An Extraordinary Resolution passed by the Noteholders will be binding on all Noteholders, whether or not they are present at any meeting and whether or not they voted on the resolution, and on all Couponholders.

MEETINGS OF NOTEHOLDERS. The Agency Agreement contains provisions for convening meetings (including by way of conference call or by use of a videoconference platform) of the Noteholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of the Notes, the Coupons or any of the provisions of the Agency Agreementthese Conditions. Such a meeting may be convened by the relevant Issuer or the Guarantor and shall be convened by the relevant Issuer if required in writing by Noteholders holding not less than five 10 per cent. cent in nominal amount of the Notes for the time being remaining outstanding. The quorum at for any such meeting for passing convened to consider an Extraordinary extraordinary Resolution is one shall be two or more persons holding or representing not less than 50 per cent. a clear majority in nominal amount of the Notes for the time being outstanding, or at any adjourned meeting one two or more persons being or representing Noteholders whatever the nominal amount of the Notes so held or represented, except that at any meeting unless the business of which such meeting includes consideration of proposals, inter alia, (i) to amend the modification dates of certain provisions maturity or redemption of the Notes or the Coupons (including modifying the date of maturity of the Notes Notes, any Instalment Date or any date for payment of interest thereonor Interest Amounts on the Notes, reducing (ii) to reduce or cancelling cancel the nominal amount of principal of, or any Instalment Amount of, or any premium payable on redemption of, the Notes, (iii) to reduce the rate or rates of interest payable in respect of the Notes or altering to vary the method on basis of calculating the rate or rates or amount of interest or the basis for calculating any Interest Amount in respect of the Notes, (iv) if a Minimum and/or a Maximum Rate of Interest, Instalment Amount or Redemption Amount is shown hereon, to reduce any such Minimum and/or Maximum, (v) to vary any method of, or basis, for, calculating the Final Redemption Amount, the Early Redemption Amount or the Optional Redemption Amount, including the method of calculating the Amortised Face Amount, (vi) to vary the currency or currencies of payment or denomination of the Notes Notes, (vii) to take any steps that as specified hereon may only be taken following approval by an Extraordinary Resolution to which the special quorum provisions apply or (viii) to modify the provisions concerning the quorums required at any meeting of Noteholders or the Coupons or amending majority required to pass the Deed of Covenant or Extraordinary Resolution, in which case the Guarantee), the necessary quorum shall be one two or more persons holding or representing not less than two-thirds in nominal amount of the Notes for the time being outstandingthat 75 per cent., or at any adjourned such meeting one or more persons holding or representing not less than one-third 25 per cent., in nominal amount of the Notes for the time being outstanding. The Agency Agreement provides that (i) a resolution passed at a meeting duly convened and held in accordance with the Agency Agreement by a majority consisting of not less than three-fourths of the votes cast on such resolution, (ii) a resolution in writing signed by or on behalf of the holders of not less than three-fourths in nominal amount of the Notes for the time being outstanding or (iii) consent given by way of electronic consents through the relevant clearing system(s) (in a form satisfactory to the Principal Paying Agent) by or on behalf of the holders of not less than three-fourths in nominal amount of the Notes for the time being outstanding, shall, in each case, be effective as an Any Extraordinary Resolution of the Noteholders. An Extraordinary Resolution duly passed by the Noteholders will shall be binding on all Noteholders, Noteholders (whether or not they are were present at any the meeting and whether or not they voted on the resolution, at which such resolution was passed) and on all Couponholders.

MEETINGS OF NOTEHOLDERS. The Agency Agreement Trust Deed contains provisions for convening meetings (including by way of conference call or by use of a videoconference platform) of the Noteholders to consider any matter affecting their interestsmatters relating to the Notes, including the sanctioning by Extraordinary Resolution of a modification of any provision of these Conditions or the Notes, the Coupons or any of the provisions of the Agency AgreementTrust Deed. Any such modification may be made if sanctioned by an Extraordinary Resolution. Such a meeting may be convened by the relevant Issuer Trustee or the Guarantor and shall be convened Bank, or by the relevant Issuer if required Trustee upon the request in writing by of Noteholders holding not less than five per cent. in nominal one fifth of the aggregate principal amount of the Notes for the time being remaining outstandingoutstanding Notes. The quorum at any such meeting for passing convened to vote on an Extraordinary Resolution is one will be two or more persons holding or representing not less than 50 per cent. in nominal a clear majority of the aggregate principal amount of the Notes for the time being outstanding, or or, at any adjourned meeting one meeting, two or more persons being or representing Noteholders whatever the nominal principal amount of the Notes for the time being outstanding so held or represented; provided, except however, that at any meeting the business of which includes the modification of certain provisions of the Notes or the Coupons proposals (including modifying the date of maturity of the Notes or any proposal to change any date fixed for payment of principal or interest thereonin respect of the Notes, reducing or cancelling to reduce the amount of principal or the rate of interest payable on any date in respect of the Notes, to alter the method of calculating the amount of any payment in respect of the Notes or altering the date for any such payment, to change the currency of payment of under the Notes or to change the Coupons or amending the Deed of Covenant quorum requirements relating to meetings or the Guarantee), the quorum shall majority required to pass an Extraordinary Resolution) may only be one sanctioned by an Extraordinary Resolution passed at a meeting of Noteholders at which two or more persons holding or representing not less than two-thirds in nominal amount of the Notes for the time being outstanding, three quarters or at any adjourned such meeting meeting, one or more persons holding or representing not less than one-third in nominal quarter of the aggregate principal amount of the outstanding Notes for the time being outstandingform a quorum (a “special quorum resolution”). The Agency Agreement provides that (i) a resolution passed at a meeting duly convened and held in accordance with the Agency Agreement by a majority consisting of not less than three-fourths of the votes cast on such resolution, (ii) a resolution in writing signed by or on behalf of the holders of not less than three-fourths in nominal amount of the Notes for the time being outstanding or (iii) consent given by way of electronic consents through the relevant clearing system(s) (in a form satisfactory to the Principal Paying Agent) by or on behalf of the holders of not less than three-fourths in nominal amount of the Notes for the time being outstanding, shall, in each case, be effective as an Extraordinary Resolution of the Noteholders. An Any Extraordinary Resolution passed by the Noteholders will at any such meeting shall be binding on all Noteholders, whether or not they are present at any meeting and whether or not they voted on the resolution, and on all Couponholderspresent.

MEETINGS OF NOTEHOLDERS. The Agency Agreement contains provisions for convening meetings (including by way of conference call or by use of a videoconference platform) of the Noteholders to consider any matter affecting their interestsmatters relating to the Notes, including the sanctioning by Extraordinary Resolution of a modification of the Notes, the Coupons or any provision of the provisions of the Agency Agreementthese Conditions. Any such modification may be made if sanctioned by an Extraordinary Resolution. Such a meeting may be convened by the relevant Issuer or the Guarantor and shall be convened by it upon the relevant Issuer if required request in writing by of Noteholders holding not less than five per cent. in nominal one- tenth of the aggregate principal amount of the Notes for the time being remaining outstandingoutstanding Notes. The quorum at any such meeting for passing convened to vote on an Extraordinary Resolution is will be two or more persons holding or representing one more than half of the aggregate principal amount of the outstanding Notes or, at any adjourned meeting, two or more persons being or representing Noteholders whatever the aggregate principal amount of the Notes held or represented; provided, however, that any proposal to change any date fixed for payment of principal or interest in respect of the Notes, to reduce the amount of principal or interest payable on any date in respect of the Notes, to alter the method of calculating the amount of any payment in respect of the Notes or the date for any such payment, to change the currency of payments under the Notes or to change the quorum requirements relating to meetings or the majority required to pass an Extraordinary Resolution (each, a "Reserved Matter") may only be sanctioned by an Extraordinary Resolution passed at a meeting of Noteholders at which two or more persons holding or representing not less than 50 per cent. in nominal three- quarters or, at any adjourned meeting, one quarter of the aggregate principal amount of the outstanding Notes for the time being outstanding, or form a quorum. Any Extraordinary Resolution duly passed at any adjourned such meeting one or more persons being or representing Noteholders whatever the nominal amount of the Notes so held or represented, except that at any meeting the business of which includes the modification of certain provisions of the Notes or the Coupons (including modifying the date of maturity of the Notes or any date for payment of interest thereon, reducing or cancelling the amount of principal or the rate of interest payable in respect of the Notes or altering the currency of payment of the Notes or the Coupons or amending the Deed of Covenant or the Guarantee), the quorum shall be one binding on all the Noteholders or more persons holding Couponholders, whether present or representing not less than two-thirds in nominal amount of the Notes for the time being outstandingnot. In addition, or at any adjourned such meeting one or more persons holding or representing not less than one-third in nominal amount of the Notes for the time being outstanding. The Agency Agreement provides that (i) a resolution passed at a meeting duly convened and held in accordance with the Agency Agreement by a majority consisting of not less than three-fourths of the votes cast on such resolution, (ii) a resolution in writing signed by or on behalf of the holders of Noteholders holding not less than three-fourths quarters in nominal aggregate principal amount of the Notes for the time being outstanding will take effect as if it were an Extraordinary Resolution. Such a resolution in writing may be contained in one document or (iii) consent given by way of electronic consents through several documents in the relevant clearing system(s) (in a form satisfactory to the Principal Paying Agent) same form, each signed by or on behalf of the holders of not less than three-fourths in nominal amount of the Notes for the time being outstanding, shall, in each case, be effective as an Extraordinary Resolution of the one or more Noteholders. An Extraordinary Resolution passed by the Noteholders will be binding on all Noteholders, whether or not they are present at any meeting and whether or not they voted on the resolution, and on all Couponholders.

MEETINGS OF NOTEHOLDERS. The Agency Agreement contains provisions for convening meetings (including by way of conference call or by use of a videoconference platform) of the Noteholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of the Notes, the Coupons Notes or any of the provisions of the Agency Agreement. Such a meeting may be convened by the relevant Issuer or the Guarantor and shall be convened by the relevant Issuer if required in writing by Noteholders holding not less than five per cent. in nominal amount of the then Prevailing Principal Amount of the Notes for the time being remaining outstanding. A meeting that has been validly convened in accordance with the provisions of the Agency Agreement may be cancelled by the person who convened such meeting giving at least five days' notice which, in the case of a meeting convened by the Issuer, will be given to applicable Noteholders in accordance with Condition 14. The quorum at any such meeting for passing an Extraordinary Resolution is one or more persons person(s) holding or representing not less more than 50 per cent. in nominal amount of the then Prevailing Principal Amount of the Notes for the time being outstanding, or at any adjourned meeting one or more persons person(s) being or representing Noteholders whatever the nominal amount Prevailing Principal Amount of the Notes so held or represented, except that at any meeting the business of which includes the modification of certain provisions of the Notes or the Coupons (including modifying the any date of maturity for redemption of the Notes or any date for payment of interest thereon, reducing or cancelling the amount of principal or the rate of interest payable in respect of the Notes or altering the currency of payment of the Notes or the Coupons or amending the Deed of Covenant or the Guaranteein certain respects), the quorum shall be one or more persons person(s) holding or representing not less than two-thirds in nominal amount of the then Prevailing Principal Amount of the Notes for the time being outstanding, or at any adjourned such meeting one or more persons person(s) holding or representing not less than one-third in nominal amount of the then Prevailing Principal Amount of the Notes for the time being outstanding. The Agency Agreement provides that (i) a resolution passed at a meeting duly convened and held in accordance with the Agency Agreement by a majority consisting of not less than three-fourths of the votes cast on such resolution, (ii) a resolution in writing signed by or on behalf of the holders of not less than three-fourths in nominal amount of the Notes for the time being outstanding or (iii) consent given by way of electronic consents through the relevant clearing system(s) (in a form satisfactory to the Principal Paying Agent) by or on behalf of the holders of not less than three-fourths in nominal amount of the Notes for the time being outstanding, shall, in each case, be effective as an Extraordinary Resolution of the Noteholders. An Extraordinary Resolution passed by the Noteholders will be binding on all the Noteholders, whether or not they are present at any meeting and whether or not they voted vote on the resolution. The Agency Agreement provides that (a) a resolution in writing signed on behalf of the holders of not less than 75 per cent. of the then Prevailing Principal Amount of the Notes for the time being outstanding (whether such resolution in writing is contained in one document or several documents in the same form, each signed on behalf of one or more Noteholders) or (b) consent given by way of electronic consents through the relevant clearing systems by or on behalf of the holders of not less than 75 per cent. of the then Prevailing Principal Amount of the Notes for the time being outstanding will, in each case, take effect as if it were an Extraordinary Resolution and on shall be binding upon all CouponholdersNoteholders.

MEETINGS OF NOTEHOLDERS. The Agency Agreement Trust Deed contains provisions for convening meetings (including by way of conference call or by use of a videoconference platform) of the Noteholders to consider any matter affecting their interests, including the sanctioning modification or abrogation by Extraordinary Resolution of a modification any of the Notes, the Coupons these Conditions or any of the provisions of the Agency Agreement. Such a meeting may be convened by the relevant Issuer or the Guarantor and shall be convened by the relevant Issuer if required in writing by Noteholders holding not less than five per cent. in nominal amount of the Notes for the time being remaining outstandingTrust Deed. The quorum at any such meeting for passing an Extraordinary Resolution is one or more persons holding or representing not less than 50 per cent. in nominal amount of the Notes for the time being outstanding, or at any adjourned meeting one or more persons being or representing Noteholders whatever the nominal amount of the Notes so held or represented, except that at any meeting the business of which includes the modification of certain provisions of the Notes or the Coupons (including modifying the date of maturity of the Notes or any date for payment of interest thereon, reducing or cancelling the amount of principal or the rate of interest payable in respect of the Notes or altering the currency of payment of the Notes or the Coupons or amending the Deed of Covenant or the Guarantee), the quorum shall will be one or more persons present holding or representing not less more than two-thirds 50 per cent in nominal principal amount of the Notes for the time being outstanding, or at any adjourned such meeting one or more persons present whatever the principal amount of the Notes held or represented by him or them, except that, at any meeting the business of which includes the modification of certain of the provisions of these Conditions and certain of the provisions of the Trust Deed (as more fully described in the Trust Deed), the necessary quorum for passing an Extraordinary Resolution will be one or more persons present holding or representing not less than onetwo-third in nominal thirds, or at any adjourned such meeting not less than one third, of the principal amount of the Notes for the time being outstanding. The Agency Agreement Trust Deed provides that (i) a resolution passed at a meeting duly convened and held in accordance with the Agency Agreement by a majority consisting of not less than three-fourths of the persons voting at such meeting or three-fourths of the votes cast on such resolutiona poll, (ii) a resolution in writing signed by or on behalf of the holders of not less than three-fourths in nominal principal amount of the Notes for the time being outstanding or (iii) consent consents given by way of electronic consents through though the relevant clearing system(s) (in a form satisfactory to accordance with the Principal Paying AgentTrust Deed) by or on behalf of the holders holder(s) of not less than three-fourths in nominal principal amount of the Notes for the time being outstanding, shall, in each case, be effective as an Extraordinary Resolution of the Noteholders. An Extraordinary Resolution passed by at any meeting of the Noteholders will be binding on all Noteholders, whether or not they are present at any meeting and whether or not they voted on the resolutionmeeting, and on all Couponholders.

MEETINGS OF NOTEHOLDERS. The Agency Agreement contains provisions for convening meetings (including by way of conference call or by use of a videoconference platform) of the Noteholders to consider any matter affecting their interests, including the sanctioning modification by Extraordinary Resolution of a modification any of the Notes, the Coupons these Conditions or any of the provisions of the Agency Agreement. Such a meeting may be convened by the relevant Issuer or the Guarantor and shall be convened by the relevant Issuer if required in writing by Noteholders holding not less than five per cent. in nominal amount of the Notes for the time being remaining outstanding. The quorum at any such meeting for passing an Extraordinary Resolution is will be one or more persons present holding or representing not less than 50 per cent. in nominal principal amount of the Notes for the time being outstanding, or at any adjourned meeting one or more persons being or representing Noteholders present whatever the nominal principal amount of the Notes so held or representedrepresented by him or them, except that at any meeting the business of which includes the modification of certain provisions of the Notes or the Coupons (including modifying the date of maturity of the Notes or any date for payment of interest thereon, reducing or cancelling the amount of principal or the rate of interest payable in respect of the Notes or altering the currency of payment of the Notes or the Coupons or amending the Deed of Covenant or the Guarantee)these Conditions, the necessary quorum shall for passing an Extraordinary Resolution will be one or more persons present holding or representing not less than two-thirds in nominal thirds, or at any adjourned meeting not less than one-third, of the principal amount of the Notes for the time being outstanding, or . An Extraordinary Resolution passed at any adjourned such meeting one or more persons holding or representing not less than one-third in nominal amount of the Notes for Noteholders will be binding on all Noteholders, whether or not they are present at the time being outstandingmeeting. The Agency Agreement provides that (i) a resolution passed at a meeting duly convened and held in accordance with the Agency Agreement by a majority consisting of not less than three-fourths 75 per cent. of the votes cast on such resolution, (ii) a resolution in writing signed by or on behalf of the holders Noteholders of not less than three-fourths in nominal 75 per cent. of the principal amount of the Notes for the time being outstanding or (iii) consent given by way of electronic consents through the relevant clearing system(s) systems (in a form satisfactory to the Principal Paying Fiscal Agent) by or on behalf of the holders Noteholders of not less than three-fourths in nominal 75 per cent. of the principal amount of the Notes for the time being outstanding, shall, in each case, be effective as an Extraordinary Resolution of the Noteholders. An Extraordinary Resolution passed by the Noteholders will be binding on all the Noteholders, whether or not they are present at any meeting and whether or not they voted on the resolution, and on all Couponholders.

MEETINGS OF NOTEHOLDERS. The Agency Agreement contains provisions for convening meetings (including by way of conference call or by use of a videoconference platform) of the Noteholders to consider any matter affecting their interestsmatters relating to the Notes, including the sanctioning by an Extraordinary Resolution of a modification of the Notes, the Coupons or any of the certain provisions of the Agency Agreement. Such a meeting may be convened by the relevant Issuer or the Guarantor and shall be convened by the relevant Issuer if required in writing by Noteholders holding not less than five 5 per cent. in nominal amount of the Notes for the time being remaining outstandingPrevailing Principal Amount outstanding at such time. The quorum at any such meeting for passing an Extraordinary Resolution is one or more persons holding or representing not less than 50 per cent. in nominal amount of the Notes for the time being outstandingPrevailing Principal Amount outstanding at such time, or at any adjourned meeting one or more persons being or representing Noteholders whatever the nominal amount of the Notes Prevailing Principal Amount outstanding at such time so held or represented, except that at any meeting the business of which includes the modification of certain provisions of the Notes or the Coupons (including modifying the date of maturity of the Notes or any date for payment of principal or interest thereonthereof, reducing or cancelling the amount of principal or the rate of interest payable in respect of the Notes or altering the currency of payment of the Notes or the Coupons or amending the Deed of Covenant or the GuaranteeCoupons), the necessary quorum shall for passing an Extraordinary Resolution will be one or more persons holding or representing not less than two-thirds in nominal amount of the Notes for the time being outstandingthirds, or at any adjourned such meeting one or more persons holding or representing not less than one-third third, in nominal amount Prevailing Principal Amount outstanding at such time. An Extraordinary Resolution passed at any meeting of Noteholders shall be binding on all the Notes for Noteholders, whether or not they are present at the time being outstandingmeeting, and on all Couponholders. Convening notices shall be made in accordance with Condition 10 (Notices). The Agency Agreement provides that (i) a resolution passed at a meeting duly convened and held in accordance with that, if authorised by the Agency Agreement by a majority consisting of not less than three-fourths of the votes cast on such resolutionIssuer, (ii) a resolution in writing signed by or on behalf of the holders Noteholders of not less than three-fourths 75 per cent. in nominal amount Prevailing Principal Amount outstanding at such time shall for all purposes be as valid and effective as an extraordinary resolution passed at a meeting of Noteholders duly convened and held, provided that the terms of the Notes for proposed resolution have been notified in advance to the time being outstanding or (iii) consent given by way of electronic consents Noteholders through the relevant clearing system(s) (Notes Settlement System. Such a resolution in a form satisfactory to writing may be contained in one document or several documents in the Principal Paying Agent) same form, each signed by or on behalf of the holders one or more Noteholders. Resolutions of not less than three-fourths in nominal amount of the Notes for the time being outstanding, shall, in each case, Noteholders will only be effective as an Extraordinary Resolution of the Noteholders. An Extraordinary Resolution passed if such resolutions have been approved by the Noteholders will be binding on all NoteholdersIssuer and, whether or not they are present at any meeting and whether or not they voted on if so required, by the resolution, and on all CouponholdersRelevant Supervisory Authority.

MEETINGS OF NOTEHOLDERS. The Agency Agreement contains provisions for convening meetings (including by way of conference call or by use of a videoconference platform) of the Noteholders to consider any matter affecting their interestsmatters relating to the Notes, including the sanctioning by Extraordinary Resolution of a modification of the Notes, the Coupons or any provision of the provisions of the Agency Agreementthese Conditions. Any such modification may be made if sanctioned by an Extraordinary Resolution. Such a meeting may be convened by the relevant Issuer or the Guarantor and shall be convened by it upon the relevant Issuer if required request in writing by of Noteholders holding not less than five per cent. in nominal one-tenth of the aggregate principal amount of the Notes for the time being remaining outstandingoutstanding Notes. The quorum at any such meeting for passing convened to vote on an Extraordinary Resolution is one will be two or more persons voters holding or representing not less more than 50 per cent. in nominal half of the aggregate principal amount of the outstanding Notes for the time being outstandingor, or at any adjourned meeting one meeting, two or more persons voters being or representing Noteholders whatever the nominal principal amount of the Notes so held or represented; provided, except however, that at any meeting the business of which includes the modification of certain provisions of the Notes or the Coupons proposals (including modifying the date of maturity of the Notes or any proposal to change any date fixed for payment of principal or interest thereonin respect of the Notes, reducing or cancelling to reduce the amount of principal or the rate of interest payable on any date in respect of the Notes, to alter the method of calculating the amount of any payment in respect of the Notes or altering the date for any such payment, to change the currency of payment in which amounts due in respect of the Notes are payable, or to change the quorum requirements relating to meetings or the Coupons or amending the Deed majority required to pass an Extraordinary Resolution (each, a "Reserved Matter")) may only be sanctioned by an Extraordinary Resolution passed at a meeting of Covenant or the Guarantee), the quorum shall be one Noteholders at which two or more persons voters holding or representing not less than two-thirds in nominal or, at any adjourned meeting, one third of the aggregate principal amount of the outstanding Notes for the time being outstanding, or form a quorum. Any Extraordinary Resolution duly passed at any adjourned such meeting one shall be binding on all the Noteholders and Couponholders, whether present or more persons holding or representing not less than one-third in nominal amount of the Notes for the time being outstandingnot. The Agency Agreement provides that (i) a resolution passed at a meeting duly convened and held in accordance with the Agency Agreement by a majority consisting of not less than three-fourths of the votes cast on such resolutionIn addition, (ii) a resolution in writing signed by or on behalf of the holders of not less than three-fourths in nominal amount of the Notes all Noteholders who for the time being outstanding are entitled to receive notice of a meeting of Noteholders will take effect as it were an Extraordinary Resolution. Such a resolution in writing may be contained in one document or (iii) consent given by way of electronic consents through several documents in the relevant clearing system(s) (in a form satisfactory to the Principal Paying Agent) same form, each signed by or on behalf of the holders of not less than three-fourths in nominal amount of the Notes for the time being outstanding, shall, in each case, be effective as an Extraordinary Resolution of the one or more Noteholders. An Extraordinary Resolution passed by the Noteholders will be binding on all Noteholders, whether or not they are present at any meeting and whether or not they voted on the resolution, and on all Couponholders.

MEETINGS OF NOTEHOLDERS. The Agency Agreement contains provisions for convening meetings (including by way of conference call or by use of a videoconference platform) of the Noteholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of the Notes, the Coupons or any of the provisions of the Agency Agreementthese Conditions. Such a meeting may be convened by the relevant Issuer or the Guarantor and shall be convened by the relevant Issuer if required in writing by Noteholders holding not less than five 10 per cent. cent in nominal amount of the Notes for the time being remaining outstanding. The quorum at for any such meeting for passing convened to consider an Extraordinary extraordinary Resolution is one shall be two or more persons holding or representing not less than 50 per cent. a clear majority in nominal amount of the Notes for the time being outstanding, or at any adjourned meeting one two or more persons being or representing Noteholders whatever the nominal amount of the Notes so held or represented, except that at any meeting unless the business of which such meeting includes consideration of proposals, inter alia, (i) to amend the modification dates of certain provisions maturity or redemption of the Notes or the Coupons (including modifying the date of maturity of the Notes Notes, any Instalment Date or any date for payment of interest thereonor Interest Amounts on the Notes, reducing (ii) to reduce or cancelling cancel the nominal amount of principal of, or any Instalment Amount of, or any premium payable on redemption of, the Notes, (iii) to reduce the rate or rates of interest payable in respect of the Notes or altering to vary the method on basis of calculating the rate or rates or amount of interest or the basis for calculating any Interest Amount in respect of the Notes, (iv) if a Minimum and/or a Maximum Rate of Interest, Instalment Amount or Redemption Amount is shown hereon, to reduce any such Minimum and/or Maximum, (v) to vary any method of, or basis, for, calculating the Final Redemption Amount, the Early Redemption Amount or the Optional Redemption Amount, including the method of calculating the Amortised Face Amount, (vi) to vary the currency or currencies of payment or denomination of the Notes Notes, (vii) to take any steps that as specified hereon may only be taken following approval by an Extraordinary Resolution to which the special quorum provisions apply or (viii) to modify the provisions concerning the quorums required at any meeting of Noteholders or the Coupons or amending majority required to pass the Deed of Covenant or Extraordinary Resolution, in which case the Guarantee), the necessary quorum shall be one two or more persons holding or representing not less than two-thirds in nominal amount of the Notes for the time being outstandingthat 75 per cent., or at any adjourned such meeting one or more persons holding or representing not less than one-third 25 per cent., in nominal amount of the Notes for the time being outstanding. The Agency Agreement provides that (i) a resolution passed at a meeting duly convened and held in accordance with the Agency Agreement by a majority consisting of not less than three-fourths of the votes cast on such resolution, (ii) a resolution in writing signed by or on behalf of the holders of not less than three-fourths in nominal amount of the Notes for the time being outstanding or (iii) consent given by way of electronic consents through the relevant clearing system(s) (in a form satisfactory to the Principal Paying Agent) by or on behalf of the holders of not less than three-fourths in nominal amount of the Notes for the time being outstanding, shall, in each case, be effective as an Any Extraordinary Resolution of the Noteholders. An Extraordinary Resolution duly passed by the Noteholders will shall be binding on all Noteholders, Noteholders (whether or not they are were present at any the meeting and whether or not they voted on the resolution, at which such resolution was passed) and on all Couponholders. These Conditions may be amended, modified or varied in relation to any Series of Notes by the terms of the relevant Pricing Supplement in relation to such Series.

MEETINGS OF NOTEHOLDERS. The Agency Agreement contains provisions for convening meetings (including by way of conference call or by use of a videoconference platform) of the Noteholders to consider any matter matters affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of the Notes, the Coupons any of these Conditions or any of the provisions of the Agency AgreementAgreement insofar as it relates to the Notes. Such a meeting may be convened by the relevant Issuer or the Guarantor and shall be convened by the relevant Issuer if required in writing by Noteholders holding not less than five per cent. 10% in nominal principal amount of the Notes for the time being remaining outstanding. The quorum at for any such meeting for passing to consider an Extraordinary Resolution is other than one relating to a Reserved Matter (as defined below) will be two or more persons holding or representing not less than 50 per cent. a clear majority in nominal principal amount of the Notes for the time being outstanding, or at any adjourned meeting one two or more persons being holding or representing Noteholders whatever the nominal principal amount of the Notes so held or represented, except that at any meeting unless the business of which such meeting includes the modification consideration of certain provisions of the Notes or the Coupons proposals, inter alia, (including modifying the date of maturity of the Notes or each, a "Reserved Matter") (i) to change any date fixed for payment of principal or interest thereonin respect of the Notes, reducing or cancelling to reduce the amount of principal or the rate of interest payable on any date in respect of the Notes or altering to alter the currency method of calculating the amount of any payment in respect of the Notes on redemption or maturity or the Coupons date for any such payment; (ii) to effect the exchange or amending substitution of the Deed of Covenant Notes for, or the Guarantee)conversion of the Notes into, shares, bonds or other obligations or securities of the Issuer or any other person or body corporate formed or to be formed; (iii) to change the currency in which amounts due in respect of the Notes are payable; (iv) to change the quorum shall required at any meeting or the majority required to pass an Extraordinary Resolution; or (v) to change or modify any of the preceding Reserved Matters, in which case the necessary quorum will be one two or more persons holding or representing not less than two-thirds in nominal amount of the Notes for the time being outstanding75%, or at any adjourned such meeting one or more persons holding or representing not less than one-third 25%, in nominal principal amount of the Notes for the time being outstanding. The An "Extraordinary Resolution" is defined in the Agency Agreement provides that (i) to mean a resolution passed at a meeting of Noteholders duly convened and held in accordance with the Agency Agreement these provisions by a majority consisting of not less than three-fourths at least 75% of the votes cast on such resolution, (ii) a cast. A written resolution in writing signed by or on behalf of the holders of not less than three-fourths 90% in nominal principal amount of the Notes for the time being outstanding or (iii) consent given by way of electronic consents through the relevant clearing system(s) (in a form satisfactory to the Principal Paying Agent) by or on behalf of the holders of not less than three-fourths in nominal amount of the Notes for the time being outstanding, shall, in each case, be effective shall take effect as an Extraordinary Resolution of the Noteholdersfor all purposes. An Any Extraordinary Resolution duly passed by the Noteholders will shall be binding on all Noteholders, Noteholders (whether or not they are were present or represented at any the meeting and whether or not they voted on the resolution, and on all Couponholdersat which such resolution was passed).

MEETINGS OF NOTEHOLDERS. The Agency Agreement contains provisions for convening meetings (including by way of conference call or by use of a videoconference platform) of the Noteholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of the Notes, the Coupons Notes or any of the provisions of the Agency Agreement. Such a meeting may be convened by the relevant Issuer or the Guarantor and shall be convened by the relevant Issuer if required in writing by Noteholders holding not less than five per cent. in of the then nominal amount of the Notes for the time being remaining outstanding. The quorum at any such meeting for passing an Extraordinary Resolution is one or more persons holding or representing not less than 50 per cent. in the nominal amount of the Notes for the time being outstanding, or at any adjourned meeting one or more persons being or representing Noteholders whatever the nominal amount of the Notes so held or represented, except that at any meeting the business of which includes the modification of certain provisions of the Notes or the Coupons (including modifying the date of maturity of the Notes Maturity Date or any date for payment of interest thereon, reducing or cancelling the amount of principal or the rate of interest payable in respect of the Notes or Notes, altering the currency of payment of the Notes or the Coupons or amending the Deed of Covenant or the Guaranteein certain respects), the quorum shall be one or more persons holding or representing not less than two-thirds in of the nominal amount of the Notes for the time being outstanding, or at any adjourned such meeting one or more persons holding or representing not less than one-third in of the nominal amount of the Notes for the time being outstanding. An Extraordinary Resolution passed at any meeting of the Noteholders will be binding on all the Noteholders, whether or not they are present at the meeting. The Agency Agreement provides that (i) a resolution passed at a meeting duly convened and held in accordance with the Agency Agreement by a majority consisting of not less than three-fourths 75 per cent. of the votes cast on such resolution, (ii) a resolution in writing signed by or on behalf of the holders Noteholders of not less than three-fourths in 75 per cent. of the nominal amount of the Notes for the time being outstanding or (iii) consent given by way of electronic consents through the relevant clearing system(s) systems (in a form satisfactory to the Principal Paying Fiscal Agent) by or on behalf of the holders Noteholders of not less than three-fourths in 75 the nominal amount of the Notes for the time being outstanding, shall, in each case, be effective as an Extraordinary Resolution of the Noteholders. An Extraordinary Resolution passed by the Noteholders will be binding on all the Noteholders, whether or not they are present at any meeting and whether or not they voted on the resolution, and on all Couponholders.

MEETINGS OF NOTEHOLDERS. The Agency Agreement contains provisions for convening meetings (including by way of conference call or by use of a videoconference platform) of the Noteholders to consider any matter affecting their interests, including the sanctioning modification by Extraordinary Resolution of a modification any of the Notes, the Coupons these Terms and Conditions or any of the provisions of the Agency Agreement. Such a meeting may be convened by the relevant Issuer or the Guarantor and shall be convened by the relevant Issuer if required in writing by Noteholders holding not less than five per cent. in nominal amount of the Notes for the time being remaining outstanding. The quorum at any such meeting for passing an Extraordinary Resolution is will be one or more persons present holding or representing not less more than 50 per cent. 50% in nominal principal amount of the Notes for the time being outstanding, or at any adjourned such meeting one or more persons being or representing Noteholders present whatever the nominal principal amount of the Notes so held or representedrepresented by him or them, except that at any meeting the business of which includes any matter defined in the Agency Agreement as a Basic Terms Modification, including the modification of certain provisions of the Notes or the Coupons these Terms and Conditions (including modifying the date of maturity of the Notes or any date for payment of interest thereon, reducing or cancelling the amount of principal or the rate of interest payable in respect of the Notes or altering the currency of payment of the Notes or the Coupons or amending the Deed of Covenant or the GuaranteeNotes), the necessary quorum shall for passing an Extraordinary Resolution will be one or more persons present holding or representing not less than two-thirds in nominal amount of the Notes for the time being outstandingthirds, or at any adjourned such meeting one or more persons holding or representing not less than one-third in nominal third, of the principal amount of the Notes for the time being outstanding. The Agency Agreement provides that (i) a resolution passed at a meeting duly convened and held in accordance with the Agency Agreement by a majority consisting of not less than three-fourths of the votes cast on such resolution, (ii) a resolution in writing signed by or on behalf of the holders of not less than three-fourths in nominal principal amount of the Notes for the time being outstanding or (iii) consent given by way of electronic consents Electronic Consents (as defined below) through the relevant clearing system(s) (in a form satisfactory to the Principal Paying Fiscal Agent) by or on behalf of the holders of not less than three-fourths in nominal principal amount of the Notes for the time being outstanding, shall, in each case, be effective as an Extraordinary Resolution of the Noteholders. An Extraordinary Resolution passed by the Noteholders will be binding on all Noteholders, whether or not they are present at any meeting and whether or not they voted on the resolution, and on all Couponholders.

MEETINGS OF NOTEHOLDERS. The Agency Agreement Trust Deed contains provisions for convening meetings (including by way of conference call or by use of a videoconference platform) of the Noteholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of the Notes, the Coupons any of these Conditions or any of the provisions of the Agency AgreementTrust Deed. Such a meeting may be convened by the relevant Issuer or the Guarantor and shall be convened by the relevant Issuer if required in writing by Noteholders holding not less than five 10 per cent. in nominal amount of the Notes for the time being remaining outstanding. The quorum at for any such meeting for passing convened to consider an Extraordinary Resolution is one shall be two or more persons holding or representing not less than 50 per cent. a clear majority in nominal amount of the Notes for the time being outstanding, or at any adjourned meeting one two or more persons being or representing Noteholders whatever the nominal amount of the Notes so held or represented, except that at any meeting unless the business of which such meeting includes consideration of proposals, inter alia, (i) to amend the modification dates of certain provisions maturity or redemption of the Notes or the Coupons (including modifying the date of maturity of the Notes Notes, any Instalment Date or any date for payment of interest thereonor Interest Amounts on the Notes, reducing (ii) to reduce or cancelling cancel the nominal amount of principal of, or any Instalment Amount of, or any premium payable on redemption of, the Notes, (iii) to reduce the rate or rates of interest payable in respect of the Notes or altering to vary the method or basis of calculating the rate or rates or amount of interest or the basis for calculating any Interest Amount in respect of the Notes, (iv) if a Minimum and/or a Maximum Rate of Interest, Instalment Amount or Redemption Amount is shown in the relevant Offering Circular Supplement to reduce any such Minimum and/or Maximum, (v) to vary any method of, or basis for, calculating the Final Redemption Amount, the Early Redemption Amount or the Optional Redemption Amount including the method of calculating the Amortised Face Amount, (vi) to vary the currency or currencies of payment or denomination of the Notes Notes, (vii) to take any steps that as specified in the relevant Offering Circular Supplement may only be taken following approval by an Extraordinary Resolution to which the special quorum provisions apply, (viii) to modify the provisions concerning the quorum required at any meeting of Noteholders or the Coupons majority required to pass the Extraordinary Resolution, (ix) to modify the provisions of the Trust Deed concerning this exception or amending (x) to modify certain provisions of Condition 4, in which case the Deed of Covenant or the Guarantee), the necessary quorum shall be one two or more persons holding or representing not less than two-thirds in nominal amount of the Notes for the time being outstanding, 75 per cent. or at any adjourned such meeting one or more persons holding or representing not less than one-third 25 per cent. in nominal amount of the Notes for the time being outstanding. The Agency Agreement provides that (i) a resolution passed at a meeting duly convened and held in accordance with the Agency Agreement by a majority consisting of not less than three-fourths of the votes cast on such resolution, (ii) a resolution in writing signed by or on behalf of the holders of not less than three-fourths in nominal amount of the Notes for the time being outstanding or (iii) consent given by way of electronic consents through the relevant clearing system(s) (in a form satisfactory to the Principal Paying Agent) by or on behalf of the holders of not less than three-fourths in nominal amount of the Notes for the time being outstanding, shall, in each case, be effective as an Any Extraordinary Resolution of the Noteholders. An Extraordinary Resolution duly passed by the Noteholders will shall be binding on all Noteholders, Noteholders (whether or not they are were present at any the meeting and whether or not they voted on the resolution, at which such resolution was passed) and on all Couponholders. These Conditions may be amended, modified or varied in relation to the Notes by the terms of the relevant Supplemental Trust Deed or as provided in Condition 12(b) below in relation to such Notes.

MEETINGS OF NOTEHOLDERS. The Agency Agreement contains provisions for convening meetings (including by way of conference call or by use of a videoconference platform) of the Noteholders to consider any matter affecting their interestsmatters relating to the Notes, including the sanctioning by Extraordinary Resolution of a modification of the Notes, the Coupons or any provision of the provisions of the Agency Agreementthese Conditions. Any such modification may be made if sanctioned by an Extraordinary Resolution. Such a meeting may be convened by the relevant Issuer or the Guarantor and shall be convened by it upon the relevant Issuer if required request in writing by of Noteholders holding not less than five per cent. in nominal one-tenth of the aggregate principal amount of the Notes for the time being remaining outstandingoutstanding Notes. The quorum at any such meeting for passing convened to vote on an Extraordinary Resolution is will be two or more persons holding or representing one more than half of the aggregate principal amount of the outstanding Notes or, at any adjourned meeting, two or more persons being or representing Noteholders whatever the principal amount of the Notes held or represented; provided, however, that certain proposals (including any proposal to change any date fixed for payment of principal or interest in respect of the Notes, to reduce the amount of principal or interest payable on any date in respect of the Notes, to alter the method of calculating the amount of any payment in respect of the Notes or the date for any such payment, to change the currency of payments under the Notes or to change the quorum requirements relating to meetings or the majority required to pass an Extraordinary Resolution (each, a "Reserved Matter")) may only be sanctioned by an Extraordinary Resolution passed at a meeting of Noteholders at which two or more persons holding or representing not less than 50 per cent. in nominal three-quarters or, at any adjourned meeting, one quarter of the aggregate principal amount of the outstanding Notes for the time being outstanding, or form a quorum. Any Extraordinary Resolution duly passed at any adjourned such meeting one or more persons being or representing Noteholders whatever the nominal amount of the Notes so held or represented, except that at any meeting the business of which includes the modification of certain provisions of the Notes or the Coupons (including modifying the date of maturity of the Notes or any date for payment of interest thereon, reducing or cancelling the amount of principal or the rate of interest payable in respect of the Notes or altering the currency of payment of the Notes or the Coupons or amending the Deed of Covenant or the Guarantee), the quorum shall be one binding on all the Noteholders, whether present or more persons holding or representing not less than two-thirds in nominal amount of the Notes for the time being outstandingnot. In addition, or at any adjourned such meeting one or more persons holding or representing not less than one-third in nominal amount of the Notes for the time being outstanding. The Agency Agreement provides that (i) a resolution passed at a meeting duly convened and held in accordance with the Agency Agreement by a majority consisting of not less than three-fourths of the votes cast on such resolution, (ii) a resolution in writing signed by or on behalf of the holders Holders of not less than three-fourths in nominal 90 per cent. of the aggregate principal amount of Notes outstanding will take effect as if it were an Extraordinary Resolution passed at a meeting of Noteholders duly convened and held. Such a resolution in writing may be contained in one document or several documents in the Notes for the time being outstanding or (iii) consent given by way of electronic consents through the relevant clearing system(s) (in a form satisfactory to the Principal Paying Agent) same form, each signed by or on behalf of the holders of not less than three-fourths in nominal amount of the Notes for the time being outstanding, shall, in each case, be effective as an Extraordinary Resolution of the one or more Noteholders. An Extraordinary Resolution passed by the Noteholders will be binding on all Noteholders, whether or not they are present at any meeting and whether or not they voted on the resolution, and on all Couponholders.

MEETINGS OF NOTEHOLDERS. The Fiscal Agency Agreement contains provisions for convening meetings (including by way of conference call or by use of a videoconference platform) of the Noteholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of the Notes, the Coupons or any of the provisions of the Agency Agreementthese Conditions. Such a meeting may be convened by the relevant Issuer or the Guarantor and shall be convened by the relevant Issuer if required in writing by Noteholders holding or representing not less than five 25 per cent. in nominal amount of the Notes for the time being remaining outstanding. The quorum at for any such meeting for passing convened to consider an Extraordinary Resolution is one shall be two or more persons holding or representing not less than 50 per cent. a clear majority in nominal amount of the Notes for the time being outstanding, or at any adjourned meeting one two or more persons being or representing Noteholders whatever the nominal amount of the Notes so held or represented, except that at any meeting unless the business of which such meeting includes consideration of proposals, inter alia, (i) to amend the modification of certain provisions of the Notes or the Coupons (including modifying the date dates of maturity or redemption of the Notes or any date for payment of interest thereonon the Notes, reducing (ii) to reduce or cancelling cancel the nominal amount of principal of, or any premium payable on redemption of, the Notes, (iii) to reduce the rate or rates of interest payable in respect of the Notes or altering to vary the method or basis of calculating the rate or rates or amount of interest in respect of the Notes, (iv) to vary the currency or currencies of payment or denomination of the Notes or (v) to modify the Coupons or amending provisions concerning the Deed quorum required at any meeting of Covenant Noteholders or the Guarantee)majority required to pass the Extraordinary Resolution, in which case the necessary quorum shall be one two or more persons holding or representing not less than two-thirds in nominal amount of the Notes for the time being outstanding75 per cent., or at any adjourned such meeting one or more persons holding or representing not less than one-third 25 per cent., in nominal amount of the Notes for the time being outstanding. Any Extraordinary Resolution duly passed shall be binding on Noteholders (whether or not they were present at the meeting at which such resolution was passed) and on all Couponholders. The Fiscal Agency Agreement provides that (i) a resolution passed at a meeting duly convened and held in accordance with the Agency Agreement by a majority consisting of not less than three-fourths of the votes cast on such resolution, (ii) a resolution in writing signed by or on behalf of the holders of not less than three-fourths 75 per cent. in nominal amount of the Notes outstanding shall for the time being outstanding all purposes be as valid and effective as an Extraordinary Resolution passed at a meeting of Noteholders duly convened and held. Such a resolution in writing may be contained in one document or (iii) consent given by way of electronic consents through the relevant clearing system(s) (several documents in a form satisfactory to the Principal Paying Agent) like form, each signed by or on behalf of the holders of not less than three-fourths in nominal amount of the Notes for the time being outstanding, shall, in each case, be effective as an Extraordinary Resolution of the one or more Noteholders. An Extraordinary Resolution passed by the Noteholders will be binding on all Noteholders, whether or not they are present at any meeting and whether or not they voted on the resolution, and on all Couponholders.