Common use of Meetings of Noteholders Clause in Contracts

Meetings of Noteholders. The Agency Agreement contains provisions for convening meetings of Noteholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of any of these Conditions. Such a meeting may be convened by Noteholders holding not less than 10 per cent in nominal amount of the Notes for the time being outstanding. The quorum for any meeting convened to consider an extraordinary Resolution shall be two or more persons holding or representing a clear majority in nominal amount of the Notes for the time being outstanding, or at any adjourned meeting two or more persons being or representing Noteholders whatever the nominal amount of the Notes held or represented, unless the business of such meeting includes consideration of proposals, inter alia, (i) to amend the dates of maturity or redemption of the Notes, any Instalment Date or any date for payment of interest or Interest Amounts on the Notes, (ii) to reduce or cancel the nominal amount of, or any Instalment Amount of, or any premium payable on redemption of, the Notes, (iii) to reduce the rate or rates of interest in respect of the Notes or 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, (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 majority required to pass the Extraordinary Resolution, in which case the necessary quorum shall be two or more persons holding or representing not less that 75 per cent., or at any adjourned meeting not less than 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. 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 of Noteholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution (as defined in the Agency Agreement) of a modification of any of these Conditions. Such a meeting may be convened by Noteholders holding not less than 10 per cent cent. in nominal amount of the Notes for the time being outstanding. The quorum for any meeting convened to consider an extraordinary Extraordinary Resolution shall be two or more persons holding or representing a clear majority in nominal amount of the Notes for the time being outstanding, or at any adjourned meeting two or more persons being or representing Noteholders whatever the nominal amount of the Notes held or represented, unless the business of such meeting includes consideration of proposals, inter alia, (i) to amend the dates of maturity or redemption of the Notes, any Instalment Date Notes or any date for payment of interest or Interest Amounts on the Notes, (ii) to reduce or cancel the nominal amount of, or any Instalment Amount of, or any premium payable on redemption of, the Notes, (iii) to reduce the rate or rates of interest in respect of the Notes or to vary the method on 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 Interest or Redemption Amount is shown hereon, to reduce any such Minimum and/or Maximum, (v) to vary any method of, or basis, 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, (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 quorum required at any meeting of Noteholders or the majority required to pass the Extraordinary ResolutionResolution or (viii) to modify or cancel the Guarantee, in which case the necessary quorum shall be two or more persons holding or representing not less that than 75 per cent., . or at any adjourned meeting not less than 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. These Conditions The Agency Agreement provides that a resolution in writing signed by or on behalf of the holders of not less than 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 amendedcontained in one document or several documents in the same form, modified each signed by or varied in relation to any Series on behalf of Notes by the terms of the relevant Pricing Supplement in relation to such Seriesone or more Noteholders.

Meetings of Noteholders. The Agency Agreement contains provisions for convening meetings of Noteholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of any of these Conditions. Such a meeting may be convened by Noteholders holding not less than 10 per cent cent. in nominal principal amount of the Notes for the time being outstanding. The quorum for any meeting convened to consider an extraordinary Extraordinary Resolution shall be two one or more persons holding or representing a clear majority in nominal principal amount of the Notes for the time being outstanding, or at any adjourned meeting two one or more persons being or representing Noteholders whatever the nominal principal amount of the Notes held or represented, unless the business of such meeting includes consideration of proposals, inter alia, (i) to amend the dates of maturity or redemption of the Notes, any Instalment Date Notes or any date for payment of interest or Interest Amounts on the Notes, (ii) to reduce or cancel the nominal principal amount of, or any Instalment Amount of, or any premium payable on redemption of, the Notes, (iii) to reduce the rate or rates of interest in respect of the Notes or to vary the method on 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 Interest or Redemption Amount is shown hereonin the relevant Final Terms, to reduce any such Minimum and/or Maximum, (v) to vary any method of, or basis, 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, or (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 quorum required at any meeting of Noteholders or the majority required to pass the Extraordinary Resolution, in which case the necessary quorum shall be two or more persons holding or representing not less that than 75 per cent., . or at any adjourned meeting not less than 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 a resolution in writing signed by or on behalf of the holders of not less than 75 per cent. in 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 same form, each signed by or on behalf of one or more Noteholders. These Conditions may be amended, modified or varied completed in relation to any Series of Notes by the terms of the relevant Pricing Supplement Final Terms in relation to such Series.

Meetings of Noteholders. The Agency Agreement contains provisions for convening meetings (which may be physical or virtual meetings, including meetings held by conference call or on a videoconference platform) of Noteholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of any of these Conditions. Such a meeting may be convened by Noteholders holding not less than 10 per cent cent. in nominal principal amount of the Notes for the time being outstanding. The quorum for any meeting convened to consider an extraordinary Extraordinary Resolution shall be two one or more persons holding or representing a clear majority in nominal principal amount of the Notes for the time being outstanding, or at any adjourned meeting two one or more persons being or representing Noteholders whatever the nominal principal amount of the Notes held or represented, unless the business of such meeting includes consideration of proposals, inter alia, (i) to amend the dates of maturity or redemption of the Notes, any Instalment Date Notes or any date for payment of interest or Interest Amounts on the Notes, (ii) to reduce or cancel the nominal principal amount of, or any Instalment Amount of, or any premium payable on redemption of, the Notes, (iii) to reduce the rate or rates of interest in respect of the Notes or to vary the method on 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 Interest or Redemption Amount is shown hereonin the relevant Final Terms, to reduce any such Minimum and/or Maximum, (v) to vary any method of, or basis, 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, or (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 quorum required at any meeting of Noteholders or the majority required to pass the Extraordinary Resolution, in which case the necessary quorum shall be two or more persons holding or representing not less that than 75 per cent., . or at any adjourned meeting not less than 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 a resolution in writing signed by or on behalf of the holders of not less than 75 per cent. in 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 same form, each signed by or on behalf of one or more Noteholders. A modification of any of these Conditions in accordance with Condition 6(c) (Benchmark Discontinuation) does not need to be approved by an Extraordinary Resolution of Noteholders in order to be effective. These Conditions may be amended, modified or varied completed in relation to any Series of Notes by the terms of the relevant Pricing Supplement Final Terms in relation to such Series.

Meetings of Noteholders. The Agency Agreement Trust Deed contains provisions for convening meetings of Noteholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of any of these ConditionsConditions or any provisions of the Trust Deed. Such The quorum for any meeting convened to consider a meeting may resolution other than an Extraordinary Resolution shall be convened by Noteholders two or more persons holding or representing in the aggregate not less than 10 per cent one-tenth in nominal principal amount of the Notes for the time being outstanding. The , and the quorum for any meeting convened to consider an extraordinary Extraordinary Resolution shall be two or more persons holding or representing a clear majority in nominal 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 nominal principal amount of the Notes held or represented, unless the business of such meeting includes consideration of proposals, inter alia, (i) to amend the dates of maturity or redemption of the Notes, any Instalment Date or any date for payment of interest or Interest Amounts on the Notes, (ii) to reduce or cancel the nominal principal amount of, or any Instalment Amount of, or any premium payable on redemption of, the Notes, (iii) to reduce the rate or rates of interest in respect of the Notes or to vary the method on 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 InterestInterest Rate, Instalment Amount or Redemption Amount is shown hereonspecified in the Pricing Supplement, to reduce any such Minimum and/or Maximum, (v) to vary any method of, or basis, 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, (vii) to take any steps that as specified hereon in the Pricing Supplement may only be taken following approval by an Extraordinary Resolution to which the special quorum provisions apply apply, or (viii) to modify the provisions concerning the quorums quorum required at any meeting of Noteholders or the majority required to pass the Extraordinary Resolution, in which case the necessary quorum shall be two or more persons holding or representing not less that 75 per cent., than two-thirds or at any adjourned meeting not less than 25 per cent., one third in nominal principal amount of the Notes for the time being outstanding. Any Extraordinary Resolution 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 expression “Extraordinary Resolution” means a resolution passed at a meeting of Noteholders duly convened by a majority consisting of not less than three-quarters of the votes cast. All other resolutions shall be passed at a meeting of Noteholders duly convened by a clear majority of the votes cast. The Trust Deed provides that a resolution in writing signed by, or on behalf of, the holders of not less than 90% in principal amount of Notes who for the time being are entitled to receive notice of a meeting shall for all purposes be as valid and effective as an Extraordinary Resolution passed at a meeting of such Noteholders duly convened and held. 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. 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 Noteholders to consider any matter matters affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of any of these ConditionsConditions insofar as they may apply to the Notes. Any such modifications may be made if sanctioned by an Extraordinary Resolution (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 Noteholders holding not less than 10 per cent 10% in nominal amount of the Notes for the time being outstanding. The quorum for any meeting convened to consider an extraordinary Extraordinary Resolution shall be two or more persons holding or representing a clear majority in nominal amount of the Notes for the time being outstanding, or at any adjourned meeting two or more persons being or representing Noteholders whatever the nominal amount of the Notes held or represented, unless the business of such meeting includes the consideration of proposals, inter alia, (i) to amend the dates of maturity or redemption of any of the Notes, any Instalment Date Notes or any date for payment of interest or Interest Amounts on the Notes, (ii) to reduce or cancel the nominal amount of, or any Instalment Amount of, or any premium payable on redemption of, of the Notes, (iii) to reduce the rate or rates of interest in respect of the Notes or to vary the method on 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 Interest or Redemption Amount applies to any Notes and is shown hereonspecified in the applicable Pricing Supplement, to reduce any such Minimum and/or Maximumsuch Maximum Rate of Interest, (v) to vary any change the method of, or basis, basis for, calculating the Final Redemption Amount, the Early Redemption Amount or the Optional Redemption AmountAmount or, including in the case of Zero Coupon Notes, changes to the method of calculating the any Amortised Face Amount or Zero Coupon Early Redemption Amount, as the case may be, (vi) to vary change the currency or currencies of payment or denomination of the Notes, or (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 quorum required at any meeting of Noteholders or the majority required to pass the an Extraordinary Resolution, in which case the necessary quorum shall will be two or more persons holding or representing not less that 75 per cent., or at any adjourned meeting not less than 25 per cent., in nominal amount 75% 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) ). 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 on all Couponholders. These Conditions may be amended, modified notification of Extraordinary Resolutions shall apply mutatis mutandis to Written Resolutions or varied in relation to any Series of Notes by the terms of the relevant Pricing Supplement in relation to such SeriesElectronic Consent.

Meetings of Noteholders. The Agency Agreement Trust Deed contains provisions for convening meetings of Noteholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of any of these ConditionsConditions or any provisions of the Trust Deed. Such a meeting may be convened by Noteholders holding not less than 10 per cent cent. in nominal amount of the Notes for the time being outstanding. The quorum for any meeting convened to consider an extraordinary Extraordinary Resolution shall be two or more persons holding or representing a clear majority in nominal amount of the Notes for the time being outstanding, or at any adjourned meeting two or more persons being or representing Noteholders whatever the nominal amount of the Notes held or represented, unless the business of such meeting includes consideration of proposals, inter alia, (i) to amend the dates of maturity or redemption of the Notes, any Instalment Date or any date for payment of interest or Interest Amounts on the Notes, (ii) to reduce or cancel the nominal amount of, or any Instalment Amount of, or any premium payable on redemption of, the Notes, (iii) to reduce the rate or rates of interest in respect of the Notes or to vary the method on 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 hereon, in the relevant Offering Circular Supplement to reduce any such Minimum and/or Maximum, (v) to vary any method of, or basis, basis for, calculating the Final Redemption Amount, the Early Redemption Amount or the Optional Redemption Amount, Amount including the method of calculating the Amortised Face Amount, (vi) to vary the currency or currencies of payment or denomination of the Notes, (vii) to take any steps that as specified hereon in the relevant Offering Circular Supplement may only be taken following approval by an Extraordinary Resolution to which the special quorum provisions apply or apply, (viii) to modify the provisions concerning the quorums quorum required at any meeting of Noteholders or the majority required to pass the Extraordinary Resolution, (ix) to modify the provisions of the Trust Deed concerning this exception or (x) to modify certain provisions of Condition 4, in which case the necessary quorum shall be two or more persons holding or representing not less that than 75 per cent., . or at any adjourned meeting not less than 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. These Conditions may be amended, modified or varied in relation to any Series of the Notes by the terms of the relevant Pricing Supplement Supplemental Trust Deed or as provided in Condition 12(b) below in relation to such SeriesNotes.

Meetings of Noteholders. The Agency Agreement Trust Deed contains provisions for convening meetings of 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 any of these ConditionsConditions or any provisions of the Trust Deed. Such a meeting may be convened by the Trustee (subject to its being indemnified and/or prefunded and/or secured to its satisfaction) upon request by Noteholders holding not less than 10 per cent in nominal cent. of the principal amount of the Notes for the time being outstanding. The quorum for any meeting convened to consider an extraordinary Extraordinary Resolution shall be two one or more persons holding or representing a clear majority in nominal principal amount of the Notes for the time being outstandingoutstanding or, or at any adjourned meeting two meeting, one or more persons being or representing Noteholders whatever the nominal principal amount of the Notes held or represented, unless the business of such meeting includes consideration of proposals, inter alia, (i) to amend the dates of maturity or redemption of the Notes, any Instalment Date Notes or any date for payment of interest or Interest Amounts on the Notes, (ii) to reduce or cancel the nominal principal amount of, or any Instalment Amount of, or any premium payable on redemption of, the Notes, (iii) to reduce the rate or rates of interest in respect of the Notes or to vary the method on or basis of calculating the rate or rates or amount of interest or the basis for calculating any Interest Amount 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, basis for, calculating the Final any redemption amount pursuant to Condition 6 (Redemption Amount, the Early Redemption Amount or the Optional Redemption Amount, including the method of calculating the Amortised Face Amountand Purchase), (viv) to vary the currency or currencies of payment or denomination of the 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 (viiivi) to modify the provisions concerning the quorums quorum required at any meeting of Noteholders or the majority required to pass the Extraordinary Resolution, or (vii) to modify or cancel any Guarantee, in which case the necessary quorum shall be two one or more persons holding or representing not less that than 75 per cent.. or, or at any adjourned meeting meeting, not less than 25 per cent., in nominal . of the 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) passed).The Trust Deed provides that a resolution in writing signed by or on behalf of the holders of not less than 75 per cent. of the principal amount of the Notes outstanding shall for all purposes be as valid and on all Couponholderseffective as an Extraordinary Resolution passed at a meeting of Noteholders duly convened and held. These Conditions Such a resolution in writing may be amendedcontained in one document or several documents in the same form, modified each signed by or varied in relation to any Series on behalf of Notes by the terms of the relevant Pricing Supplement in relation to such Seriesone or more Noteholders.

Meetings of Noteholders. The Agency Agreement contains provisions for convening meetings of Noteholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution (as defined in the Agency Agreement) of a modification of any of these Conditions. Such a meeting may be convened by Noteholders holding not less than 10 10.0 per cent cent. in nominal amount of the Notes for the time being outstanding. The quorum for any meeting convened to consider an extraordinary Extraordinary Resolution shall be two or more persons holding or representing a clear majority in nominal amount of the Notes for the time being outstanding, or at any adjourned meeting two or more persons being or representing Noteholders whatever the nominal amount of the Notes held or represented, unless the business of such meeting includes consideration of proposals, inter alia, (i) to amend the dates of maturity or redemption of the Notes, any Instalment Date Notes or any date for payment of interest or Interest Amounts on the Notes, (ii) to reduce or cancel the nominal amount of, or any Instalment Amount of, or any premium payable on redemption of, the Notes, (iii) to reduce the rate or rates of interest in respect of the Notes or to vary the method on 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 (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, Instalment Amount Interest or Redemption Amount is shown hereon, to reduce any such Minimum and/or Maximum, (v) to vary any method of, or basis, 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, or (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 quorum required at any meeting of 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 two or more persons holding or representing not less that 75 per cent., than two thirds or at any adjourned meeting not less than 25 per cent., 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 a resolution in writing signed by or on behalf of the holders of not less than 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 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 terms of the relevant Pricing Supplement Final Terms in relation to such Series.

Meetings of Noteholders. The Agency Agreement contains provisions for convening meetings of Noteholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution (as defined in the Agency Agreement) of a modification of any of these Conditions. Such a meeting may be convened by Noteholders holding not less than 10 per cent cent. in nominal amount of the Notes for the time being outstanding. The quorum for any meeting convened to consider an extraordinary Extraordinary Resolution shall be two or more persons holding or representing a clear majority in nominal amount of the Notes for the time being outstanding, or at any adjourned meeting two or more persons being or representing Noteholders whatever the nominal amount of the Notes held or represented, unless the business of such meeting includes consideration of proposals, inter alia, (i) to amend the dates of maturity or redemption of the Notes, any Instalment Date or any date for payment of interest or Interest Amounts on the Notes, (ii) to reduce or cancel the nominal amount of, or any Instalment Amount of, or any premium payable on redemption of, the Notes, (iii) to reduce the rate or rates of interest in respect of the Notes or to vary the method on 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 Interest or Redemption Amount is shown hereon, to reduce any such Minimum and/or Maximum, (v) to vary any method of, or basis, 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, (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 quorum required at any meeting of Noteholders or the majority required to pass the Extraordinary Resolution, or (viii) to modify or cancel the Guarantee, in which case the necessary quorum shall be two or more persons holding or representing not less that than 75 per cent., . or at any adjourned meeting not less than 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 a resolution in writing signed by or on behalf of the holders of not less than 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 same form, each signed by or on behalf of one or more Noteholders. A modification of any of these Conditions in accordance with Condition 5(c) (Benchmark Discontinuation) shall not require sanction by an Extraordinary Resolution of Noteholders. These Conditions may be amended, modified or varied in relation to any Series of Notes by the terms of the relevant Pricing Supplement Final Terms in relation to such Series.

Meetings of Noteholders. The Agency Agreement Trust Deed contains provisions for convening meetings of Noteholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of these Conditions or the Trust Deed (including the Guarantee) or the waiver of past defaults. Except for the purpose of passing an Extraordinary Resolution, the quorum at any of these Conditions. Such a such meeting may shall be convened by Noteholders one or more persons present holding Notes or being proxies or representatives and holding or representing in the aggregate not less than 10 per cent one-tenth in nominal principal amount of the such Notes for the time being outstanding. The quorum for at any meeting convened to consider for passing an extraordinary Extraordinary Resolution shall be two one or more persons present in person holding Notes or being proxies or representatives and holding or representing in the aggregate a clear majority in nominal principal amount of the such Notes for the time being outstanding, or at any adjourned meeting two meeting, one or more persons being Persons holding or representing Noteholders whatever any Notes for the nominal amount time being outstanding, except that the adoption of the Notes held or represented, unless the business of such meeting includes consideration of proposals, inter alia, any proposal (i) to amend alter the dates of status or maturity or redemption of the Notes, any Instalment Date Notes or any the due date for payment any amount payable in respect of interest the Notes or Interest Amounts on under the NotesGuarantee, (ii) to reduce or cancel the nominal principal amount of, or any Instalment Amount of, or any premium payable on redemption ofinterest on, the Notes, (iii) to reduce modify or cancel the rate or rates Guarantee, (iv) to change the currency of interest payment in respect of the Notes or to vary under 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 MaximumGuarantee, (v) to vary any method of, change the obligation of the Issuer and each Guarantor to pay Additional Amounts pursuant to Condition 12 (Taxation) or basis, for, calculating under the Final Redemption Amount, the Early Redemption Amount or the Optional Redemption Amount, including the method of calculating the Amortised Face Amount, Trust Deed; (vi) to vary modify the currency or currencies of payment or denomination covenants of the NotesIssuer or any Guarantor in Conditions 4 (Negative Pledge), 5 (Limitations on Changes in Business and Disposals of Assets), 6 (Limitations on Merger or Consolidation), 10(c) (Redemption at the option of the Noteholders) or 10(d) (Redemption by the Issuer following a partial redemption of the Notes at the option of the Noteholders), (vii) to take modify the provisions concerning the quorum required at any steps that as specified hereon may only be taken following approval by an Extraordinary Resolution to which the special quorum provisions apply meeting of Noteholders or (viii) to modify the provisions concerning percentage required to amend or modify the quorums Notes or the Trust Deed (including the Guarantee) or waive any future compliance or past default by the Issuer or any Guarantor or reduce the percentage of the aggregate principal amount of Notes required for the taking of action or the quorum required at any meeting of Noteholders or at which a resolution is adopted, requires the majority required approval of Noteholders pursuant to pass the an Extraordinary Resolution, in Resolution adopted at a meeting at which case the necessary quorum shall be two one or more persons Persons holding or representing not less that 75 per cent.than three-quarters or, or at any an adjourned meeting meeting, not less than 25 per cent., in nominal one-quarter of the principal amount of the Notes for the time being outstandingoutstanding form a quorum or at any adjourned meeting at which one or more Persons form a quorum. Any An Extraordinary Resolution duly passed shall at any meeting of Noteholders will be binding on Noteholders (all Noteholders, whether or not they were are present at the meeting 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 Seriesmeeting.

Meetings of Noteholders. The Agency Agreement contains provisions for convening meetings of Noteholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution (as defined in the Agency Agreement) of a modification of any of these Conditions. Such a meeting may be convened by Noteholders holding not less than 10 per cent cent. in nominal amount of the Notes for the time being outstanding. The quorum for any meeting convened to consider an extraordinary Extraordinary Resolution shall be two or more persons holding or representing a clear majority in nominal amount of the Notes for the time being outstanding, or at any adjourned meeting two or more persons being or representing Noteholders whatever the nominal amount of the Notes held or represented, unless the business of such meeting includes consideration of proposals, inter alia, (i) to amend the dates of maturity or redemption of the Notes, any Instalment Date or any date for payment of interest or Interest Amounts on the Notes, (ii) to reduce or cancel the nominal amount of, or any Instalment Amount of, or any premium payable on redemption of, the Notes, (iii) to reduce the rate or rates of interest in respect of the Notes or to vary the method on 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 hereon, to reduce any such Minimum and/or Maximum, (v) to vary any method of, or basis, 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 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 quorum required at any meeting of Noteholders or the majority required to pass the Extraordinary Resolution, in which case the necessary quorum shall be two or more persons holding or representing not less that than 75 per cent., or at any adjourned meeting not less than 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. 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 of Noteholders to consider any matter matters affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of any of these ConditionsConditions or any provisions of the Agency Agreement insofar as it relates to the Subordinated Notes. Such a meeting may be convened by Noteholders holding not less than 10 per cent 10% in nominal principal amount of the Subordinated Notes for the time being outstanding. The quorum for any meeting convened to consider an extraordinary Extraordinary Resolution shall other than one relating to a Reserved Matter (as defined below) will be two or more persons holding or representing a clear majority in nominal principal amount of the Subordinated Notes for the time being outstanding, or at any adjourned meeting two or more persons being holding or representing Noteholders whatever the nominal principal amount of the Subordinated Notes held or represented, unless the business of such meeting includes consideration of proposals, inter alia, (each a "Reserved Matter") (i) to amend the dates of maturity or redemption of the Notes, any Instalment Date or change any date fixed for payment of interest principal or Interest Amounts on the Notes, (ii) to reduce or cancel the nominal amount of, or any Instalment Amount of, or any premium payable on redemption of, the Notes, (iii) to reduce the rate or rates of interest in respect of the Notes or Subordinated Notes, to vary reduce the method on basis of calculating the rate or rates or amount of principal or interest or the basis for calculating payable on any Interest Amount date in respect of the Notes, (iv) if a Minimum and/or a Maximum Rate of Interest, Instalment Amount Subordinated Notes 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 alter the method of calculating the Amortised Face Amount, amount of any payment in respect of the Subordinated Notes on redemption or maturity or the date for any such payment; (viii) to vary effect the exchange or substitution of the Subordinated Notes for, or the conversion of the Subordinated 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 or currencies of payment or denomination in which amounts due in respect of the Notes, Subordinated Notes are payable; (viiiv) to take any steps that as specified hereon may only be taken following approval by an Extraordinary Resolution to which change the special quorum provisions apply or (viii) to modify the provisions concerning the quorums required at any meeting of Noteholders or the majority required to pass the an Extraordinary Resolution; or (v) to change or modify any of the preceding Reserved Matters, in which case the necessary quorum shall will be two or more persons holding or representing not less that 75 per cent.than 75%, or at any adjourned meeting not less than 25 per cent.25%, in nominal principal amount of the Subordinated Notes for the time being outstanding. An "Extraordinary Resolution" is defined in the Agency Agreement to mean a resolution passed at a meeting of Noteholders duly convened and held in accordance with these provisions by a majority of at least 75% of the votes cast. A written resolution of holders of not less than 90% in principal amount of the Subordinated Notes for the time being outstanding shall take effect as an Extraordinary Resolution for all purposes. Any Extraordinary Resolution duly passed shall be binding on all Noteholders (whether or not they were present or represented at the meeting 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).