Common use of Redenomination Clause in Contracts

Redenomination. The Issuer may (if so specified in the applicable Final Terms), on any Interest Payment Date, without the consent of the Noteholders, by giving at least 30 days' notice in accordance with Condition 14, and on or after the date on which the European Member State in whose national currency the Notes are denominated has become a participating Member State in the third stage of the European Economic and Monetary Union (as provided in the Treaty establishing the European Community (the “EC”), as amended from time to time (the “Treaty”)) or events have occurred which have substantially the same effects (in either case, “EMU”), redenominate all, but not some only, of the Notes of any series into Euro and adjust the aggregate principal amount and the Specified Denomination(s) set out in the applicable Final Terms accordingly, as described below. The date on which such redenomination becomes effective shall be referred to in these Conditions as the “Redenomination Date”. Unless otherwise specified in the applicable Final Terms, the redenomination of the Notes pursuant to Condition 1(d)(i) shall be made by converting the principal amount of each Note from the relevant national currency into Euro using the fixed relevant national currency Euro conversion rate established by the Council of the European Union pursuant to Article 123 (4) of the Treaty and rounding the resultant figure to the nearest 0.01 Euro (with 0.005 Euro being rounded upwards). If the Issuer so elects, the figure resulting from conversion of the principal amount of each Note using the fixed relevant national currency Euro conversion rate shall be rounded down to the nearest Euro. The Euro denominations of the Notes so determined shall be notified to Noteholders in accordance with Condition 14. Any balance remaining from the redenomination with a denomination higher than 0.01 Euro shall be paid by way of cash adjustment rounded to the nearest 0.01 Euro (with 0.005 Euro being rounded upwards). Such cash adjustment will be payable in Euros on the Redenomination Date in the manner notified to Noteholders by the Issuer. Upon redenomination of the Notes, any reference in the applicable Final Terms to the relevant national currency shall be construed as a reference to Euro. Unless otherwise specified in the applicable Final Terms, the Issuer may, with prior approval of the Redenomination Agent and the Consolidation Agent, in connection with any redenomination pursuant to this Condition or any consolidation pursuant to Condition 13, without the consent of the Noteholders, make any changes or additions to these Conditions which it reasonably believes to be necessary or desirable to give effect to the provisions of this Condition or Condition 13 (including, without limitation, any change to any applicable business day definition, business day convention, principal financial centre of the country of the Specified Currency, interest accrual basis or benchmark), taking into account market practice in respect of redenominated euromarket debt obligations and which it believes are not prejudicial to the interests of the Noteholders. Any such changes or additions shall, in the absence of manifest error, be binding on the holders of Notes, Receipts, Coupons and Talons and shall be notified to Noteholders in accordance with Condition 14 as soon as practicable thereafter. Neither the Issuer nor any Paying Agent shall be liable to any Noteholder or other person for any commissions, costs, losses or expenses in relation to or resulting from the credit or transfer of Euro or any currency conversion or rounding effected in connection therewith.

Redenomination. The Issuer may (if so Where redenomination is specified in the applicable Final Terms)Terms as being applicable, on any Interest Payment Datethe Issuer may, without the consent of the NoteholdersOrdinary Noteholders and the Couponholders on giving prior notice to the Principal Paying Agent, by giving Euroclear and Clearstream, Luxembourg, and at least 30 days' prior notice to the Ordinary Noteholders in accordance with Condition 1413 below, elect that, with effect from the Redenomination Date specified in the notice, the Ordinary Notes shall be redenominated in euro. The election will have effect as follows: (i) the Ordinary Notes shall be deemed to be redenominated in euro in the denomination of euro 0.01 with a nominal amount for each Note equal to the nominal amount of that Note in the Specified Currency, converted into euro at the Established Rate, provided that, if the Issuer determines, with the agreement of the Principal Paying Agent, that the then market practice in respect of the redenomination in euro of internationally offered securities is different from the provisions specified above, such provisions shall be deemed to be amended so as to comply with such market practice and the Issuer shall promptly notify the Ordinary Noteholders, the stock exchange (if any) on which the Ordinary Notes may be listed and the Paying Agents of such deemed amendments; (ii) save to the extent that an Exchange Notice has been given in accordance with paragraph (iv) below, the amount of interest due in respect of the Ordinary Notes will be calculated by reference to the aggregate nominal amount of Ordinary Notes presented (or, as the case may be, in respect of which Coupons are presented) for payment by the relevant holder and the amount of such payment shall be rounded down to the nearest euro 0.01; (iii) if Definitive Notes are required to be issued after the Redenomination Date, they shall be issued at the expense of the Issuer (A) in the case of Relevant Notes in the denomination of euro 100,000 and/or such higher amounts as the Principal Paying Agent may determine and notify to the Ordinary Noteholders and any remaining amounts less than euro 100,000 shall be redeemed by the Issuer and paid to the Ordinary Noteholders in euro in accordance with this Condition 5, and on (B) in the case of Ordinary Notes which are not Relevant Notes, in the denominations of euro 1,000, euro 10,000, euro 50,000 and (but only to the extent of any remaining amounts less than euro 1,000 or after such smaller denominations as the Principal Paying Agent may approve) euro 0.01 and such other denominations as the Principal Paying Agent shall determine and notify to the Ordinary Noteholders; (iv) if issued prior to the Redenomination Date, all unmatured Coupons denominated in the Specified Currency (whether or not attached to the Ordinary Notes) will become void with effect from the date on which the European Member State Issuer gives notice (the Exchange Notice) that replacement euro-denominated Ordinary Notes and Coupons are available for exchange (provided that such securities are so available) and no payments will be made in whose national currency respect of them. The payment obligations contained in any Ordinary Notes so issued will also become void on that date although those Ordinary Notes will continue to constitute valid exchange obligations of the Issuer. New euro-denominated Ordinary Notes and Coupons will be issued in exchange for Ordinary Notes and Coupons denominated in the Specified Currency in such manner as the Principal Paying Agent may specify and as shall be notified to the Ordinary Noteholders in the Exchange Notice. No Exchange Notice may be given less than 15 days prior to any date for payment of principal or interest on the Ordinary Notes; (v) after the Redenomination Date, all payments in respect of the Ordinary Notes and the Coupons, other than payments of interest in respect of periods commencing before the Redenomination Date, will be made solely in euro as though references in the Notes to the Specified Currency were to euro. Payments will be made in euro by credit or transfer to a euro account (or any other account to which euro may be credited or transferred) specified by the payee or, at the option of the payee, by a euro cheque; (vi) if the Notes are denominated has become Fixed Rate Notes and interest for any period ending on or after the Redenomination Date is required to be calculated for a participating Member State period ending other than on an Interest Payment Date, it will be calculated: (A) in the third stage case of the European Economic and Monetary Union Ordinary Notes represented by a Global Note, by applying the Rate of Interest to the aggregate outstanding nominal amount of the Notes; and (as provided B) in the Treaty establishing case of Definitive Notes, by applying the European Community (Rate of Interest to the “EC”)Calculation Amount, as amended from time to time (the “Treaty”)) or events have occurred which have substantially the same effects (and, in either each case, “EMU”), redenominate all, but not some only, of the Notes of any series into Euro and adjust the aggregate principal amount and the Specified Denomination(s) set out in multiplying such sum by the applicable Final Terms accordinglyDay Count Fraction, as described below. The date on which such redenomination becomes effective shall be referred to in these Conditions as the “Redenomination Date”. Unless otherwise specified in the applicable Final Terms, the redenomination of the Notes pursuant to Condition 1(d)(i) shall be made by converting the principal amount of each Note from the relevant national currency into Euro using the fixed relevant national currency Euro conversion rate established by the Council of the European Union pursuant to Article 123 (4) of the Treaty and rounding the resultant figure to the nearest 0.01 Euro (with 0.005 Euro sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards). If the Issuer so elects, the figure resulting from conversion of the principal amount of each Note using the fixed relevant national currency Euro conversion rate shall be rounded down to the nearest Euro. The Euro denominations of the Notes so determined shall be notified to Noteholders upwards or otherwise in accordance with Condition 14applicable market convention. Any balance remaining from Where the redenomination with Specified Denomination of a denomination higher Fixed Rate Note in definitive form comprises more than 0.01 Euro one Calculation Amount, the amount of interest payable in respect of such Fixed Rate Note shall be paid by way the aggregate of cash adjustment rounded to the nearest 0.01 Euro amounts (with 0.005 Euro being rounded upwards). Such cash adjustment will be payable in Euros on the Redenomination Date determined in the manner notified to Noteholders by provided above) for each Calculation Amount comprising the Issuer. Upon redenomination of Specified Denomination without any further rounding; and (vii) if the Ordinary Notes are Floating Rate Notes, any reference in the applicable Final Terms to the will specify any relevant national currency shall be construed as a reference to Euro. Unless otherwise specified in the applicable Final Terms, the Issuer may, with prior approval of the Redenomination Agent and the Consolidation Agent, in connection with any redenomination pursuant to this Condition or any consolidation pursuant to Condition 13, without the consent of the Noteholders, make any changes or additions to these Conditions which it reasonably believes to be necessary or desirable to give effect to the provisions of this Condition or Condition 13 (including, without limitation, any change relating to any applicable business day definition, business day convention, principal financial centre of the country of the Specified Currency, interest accrual basis or benchmark), taking into account market practice in respect of redenominated euromarket debt obligations and which it believes are not prejudicial to the interests of the Noteholders. Any such changes or additions shall, in the absence of manifest error, be binding on the holders of Notes, Receipts, Coupons and Talons and shall be notified to Noteholders in accordance with Condition 14 as soon as practicable thereafter. Neither the Issuer nor any Paying Agent shall be liable to any Noteholder or other person for any commissions, costs, losses or expenses in relation to or resulting from the credit or transfer of Euro or any currency conversion or rounding effected in connection therewithinterest.

Redenomination. The Issuer may (if so Where redenomination is specified in the applicable Final Terms)Pricing Supplement as being applicable, on any Interest Payment Datethe Issuer may, without the consent of the Noteholders, by the Receiptholders and the Couponholders, on giving prior notice to the Trustee, the Agent, Euroclear, Clearstream and CMU and at least 30 days' ’ prior notice to the Noteholders in accordance with Condition 1415, elect that, with effect from the Redenomination Date specified in the notice, the Notes shall be redenominated in euro. The election will have effect as follows: (i) the Notes and the Receipts shall be deemed to be redenominated in euro in the denomination of €0.01 with a principal amount for each Note and Receipt equal to the principal amount of that Note or Receipt in the Specified Currency, converted into euro at the Established Rate, provided that, if the Issuer determines, with the agreement of the Trustee, that the then market practice in respect of the redenomination into euro of internationally offered securities is different from the provisions specified above, such provisions shall be deemed to be amended so as to comply with such market practice and the Issuer shall promptly notify the Noteholders in accordance with Condition 15, the stock exchange (if any) on which the Notes may be listed and the Paying Agents of such deemed amendments; (ii) save to the extent that an Exchange Notice has been given in accordance with paragraph (iv) below, the amount of interest due in respect of the Notes will be calculated by reference to the aggregate principal amount of Notes presented (or, as the case may be, in respect of which Coupons are presented) for payment by the relevant holder and the amount of such payment shall be rounded down to the nearest €0.01; (iii) if definitive Notes are required to be issued after the Redenomination Date, they shall be issued at the expense of the Issuer in denominations of €1,000, €10,000, €100,000 and (but only to the extent of any remaining amounts less than €1,000 or after such smaller denominations as the Trustee and the Agent may approve) €0.01 and such other denominations as the Trustee shall determine and notify to the Noteholders in accordance with Condition 15; (iv) where definitive Notes have been issued prior to the Redenomination Date, all unmatured Coupons denominated in the Specified Currency (whether or not attached to the Notes) will become void with effect from the date on which the European Member State Issuer gives notice that replacement euro-denominated Notes, Receipts and Coupons (the “Exchange Notes”) are available for exchange (provided that such securities are so available) and no payments will be made in whose national currency respect of them. The payment obligations contained in any Notes and Receipts so issued will also become void on that date although those Notes and Receipts will continue to constitute valid exchange obligations of the Issuer. New euro-denominated Notes, Receipts and Coupons will be issued in exchange for Notes, Receipts and Coupons denominated in the Specified Currency in such manner as the Trustee may specify and as shall be notified to the Noteholders in the Exchange Notice. No Exchange Notice may be given less than 15 days prior to any date for payment of principal or interest on the Notes; (v) after the Redenomination Date, all payments in respect of the Notes, the Receipts and the Coupons, other than payments of interest in respect of periods commencing before the Redenomination Date, will be made solely in euro as though references in the Notes to the Specified Currency were to euro. Payments will be made in euro in accordance with Condition 7; (vi) if the Notes are denominated has become Fixed Rate Notes and interest for any period ending on or after the Redenomination Date is required to be calculated for a participating Member State period ending other than on an Interest Payment Date, it will be calculated: (i) in the third stage of the European Economic and Monetary Union (as provided in the Treaty establishing the European Community (the “EC”), as amended from time to time (the “Treaty”)) or events have occurred which have substantially the same effects (in either case, “EMU”), redenominate all, but not some only, case of the Notes represented by a Global Note, by applying the Rate of any series into Euro and adjust Interest to the aggregate principal outstanding nominal amount and the Specified Denomination(s) set out in the applicable Final Terms accordingly, as described below. The date on which such redenomination becomes effective shall be referred to in these Conditions as the “Redenomination Date”. Unless otherwise specified in the applicable Final Terms, the redenomination of the Notes pursuant represented by such Global Note; and (ii) in the case of definitive Notes, by applying the Rate of Interest to Condition 1(d)(i) shall be made by converting the principal amount of Calculation Amount; and, in each Note from the relevant national currency into Euro using the fixed relevant national currency Euro conversion rate established case, multiplying such sum by the Council of the European Union pursuant to Article 123 (4) of the Treaty applicable Day Count Fraction, and rounding the resultant figure to the nearest 0.01 Euro (with 0.005 Euro sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards)upwards or otherwise in accordance with applicable market convention. If Where the Specified Denomination of a Fixed Rate Note in definitive form is a multiple of the Calculation Amount, the amount of interest payable in respect of such Fixed Rate Note shall be the product of the amount (determined in the manner provided above) for the Calculation Amount and the amount by which the Calculation Amount is multiplied to reach the Specified Denomination, without any further rounding; (vii) if the Notes are Floating Rate Notes, the applicable Pricing Supplement will specify any relevant changes to the provisions relating to interest; and (viii) such other changes shall be made to these Conditions and/or the Trust Deed and/or the Agency Agreement as the Issuer so electsmay decide, after consultation with the figure resulting from conversion of Trustee, and as may be specified in the principal amount of each Note using the fixed relevant national currency Euro conversion rate shall be rounded down notice, to conform them to conventions then applicable to instruments denominated in euro. Any such other changes will not take effect until after they have been notified to the nearest Euro. The Euro denominations of the Notes so determined shall be notified to Noteholders in accordance with Condition 14. Any balance remaining from the redenomination with a denomination higher than 0.01 Euro shall be paid by way of cash adjustment rounded to the nearest 0.01 Euro (with 0.005 Euro being rounded upwards). Such cash adjustment will be payable in Euros on the Redenomination Date in the manner notified to Noteholders by the Issuer. Upon redenomination of the Notes, any reference in the applicable Final Terms to the relevant national currency shall be construed as a reference to Euro. Unless otherwise specified in the applicable Final Terms, the Issuer may, with prior approval of the Redenomination Agent and the Consolidation Agent, in connection with any redenomination pursuant to this Condition or any consolidation pursuant to Condition 13, without the consent of the Noteholders, make any changes or additions to these Conditions which it reasonably believes to be necessary or desirable to give effect to the provisions of this Condition or Condition 13 (including, without limitation, any change to any applicable business day definition, business day convention, principal financial centre of the country of the Specified Currency, interest accrual basis or benchmark), taking into account market practice in respect of redenominated euromarket debt obligations and which it believes are not prejudicial to the interests of the Noteholders. Any such changes or additions shall, in the absence of manifest error, be binding on the holders of Notes, Receipts, Coupons and Talons and shall be notified to Noteholders in accordance with Condition 14 as soon as practicable thereafter. Neither the Issuer nor any Paying Agent shall be liable to any Noteholder or other person for any commissions, costs, losses or expenses in relation to or resulting from the credit or transfer of Euro or any currency conversion or rounding effected in connection therewith15.