Common use of SETTLEMENT PROCEDURES FOR ISSUES SUBSCRIBED PURSUANT Clause in Contracts

SETTLEMENT PROCEDURES FOR ISSUES SUBSCRIBED PURSUANT. TO A SUBSCRIPTION AGREEMENT References below to the ISSUER is to the RELEVANT ISSUER. Day Latest time Action --- ----------- ------ No later than The Issuer and the Guarantor may, Issue Date subject to the execution of the minus 10 (or Subscription Agreement referred to such other number below, agree terms with a Dealer (which of days agreed expression in this Part 2 includes any between the entity to be appointed as a dealer Issuer, the under the Subscription Agreement Guarantor, referred to below) (the LEAD MANAGER) the Lead Manager and for the issue and purchase of Notes to the Agent) be subscribed pursuant to a Subscription Agreement (whether pursuant to an unsolicited bid by such Lead Manager or pursuant to an enquiry by the Issuer). The Lead Manager may invite other Dealers (new or additional) approved by the Issuer and the Guarantor to join an underwriting syndicate either on the basis of an invitation telex agreed between the Issuer, the Guarantor and the Lead Manager or on the terms of the Pricing Supplement referred to below and the Subscription Agreement. The Lead Manager and any such Dealers are together referred to as the MANAGERS. The Lead Manager instructs the Agent to obtain a common code and ISIN from Euroclear or Clearstream, Luxembourg. In the case of the first Tranche of Notes of a Series, the Agent telephones Euroclear or Clearstream, Luxembourg with a request for a common code and ISIN for such Series and in the case of a subsequent Tranche of Notes of that Series the Agent telephones Euroclear or Clearstream, Luxembourg with a request for a temporary common code and ISIN for such Tranche. Each Common Code and ISIN is notified by the Agent to the Issuer and the Lead Manager. The Issuer, the Guarantor and the Lead Manager agree a form of Pricing Supplement prepared by or on behalf of the Lead Manager (in substantially the form of Annexe C) which is submitted to the lawyers rendering a legal opinion in connection with the relevant issue for approval. A draft Subscription Agreement (in substantially the form of Appendix E to the Program Agreement or such other form as may be agreed between the Issuer, the Guarantor and the 110 Day Latest time Action --- ----------- ------ Lead Manager) is also prepared. The Subscription Agreement may, if so agreed, be called by another name. The Lead Manager sends a copy of the draft Subscription Agreement to any other Manager at least two full days (as defined in the Explanatory Notes to this Annexe A) before the Subscription Agreement is intended to be signed. At the same time the Lead Manager sends a copy of the Offering Circular and Program Agreement (together with such other items from the Initial Documentation List as the Lead Manager deems appropriate) to any other Manager which has not previously received such documents. The Subscription Agreement and Pricing Supplement are agreed and executed and a copy of the Pricing Supplement is sent by fax to the Agent which shall act as the Agent's authorisation (including, in the case of Floating Rate Notes, for the purposes of rate fixing) to carry out the duties to be carried out by it under these Settlement Procedures and the Agency Agreement including preparing, authenticating and issuing a Temporary Global Note for the Tranche of Notes which is to be purchased and in the case of the first Tranche of a Series, where the Pricing Supplement does not specify that such Temporary Global Note is to be exchangeable only for Notes in definitive form, a Permanent Global Note for such Series, giving details of such Notes. No later than In the case of Notes to be listed on a Issue Date Stock Exchange, the Agent notifies or minus 3 procure the notification to, the relevant Stock Exchange by fax or by hand of the details of the Notes to be issued by sending the Pricing Supplement to the relevant Stock Exchange and any other relevant authority. No later than The Lead Manager instructs Euroclear Issue Date and/or Clearstream, Luxembourg to debit minus 2 its account and pay the purchase price, against delivery of the Notes as instructed by the Lead Manager to the account specified by the Issuer. Issue Date 3.00 p.m. In the case of Floating Rate Notes, the minus 2 Agent notifies Euroclear, Clearstream, Luxembourg, the Issuer, the Guarantor, the relevant Stock Exchange (if applicable) and the Lead Manager by telex or fax of the Rate of Interest for the first Interest Period (if already determined). Where the Rate of Interest has not yet been determined, this will be notified in accordance with this paragraph as soon as it has been determined. Day Latest time Action --- ----------- ------ Issue Date agreed time The Agent prepares and authenticates a minus 1 (in the Temporary Global Note for each Tranche case of pre-closed of Notes which is to be purchased, and issues) or Issue where required as specified above, a Date (in any other Permanent Global Note in respect of the case) (the PAYMENT relevant Series. The conditions INSTRUCTION DATE) precedent in the Subscription Agreement and the Program Agreement are satisfied and/or waived. The Temporary Global Note and any such Permanent Global Note are then delivered by the Agent to a common depositary for Euroclear and Clearstream, Luxembourg and instructions are given by the Agent (on behalf of the Issuer) to the common depositary to hold the Notes represented by such Temporary Global Note to the Issuer's order. The Lead Manager instructs the common depositary to request Euroclear and/or Clearstream, Luxembourg to credit such nominal amount of the relevant Tranche of Notes to the accounts of the persons entitled thereto with Euroclear or Clearstream, Luxembourg against payment to the specified account of the Issuer of the purchase price for the relevant Tranche of Notes for value on the Issue Date. The common depositary issues a payment confirmation in respect of this payment. Issue Date Payment is effected and Euroclear and/or Clearstream, Luxembourg debit and credit accounts in accordance with instructions received by them. The Agent notifies the Issuer of the issue of Notes giving details of the Global Note(s) and the nominal amount represented thereby. The Agent confirms the issue of Notes to the relevant Stock Exchange and any other relevant authority. On or subsequent to Each other Manager (if any) promptly the Issue Date notifies the Lead Manager when the distribution of the Notes purchased by it has been completed. The Lead Manager promptly notifies the Agent upon completion of the distribution of the Notes of the relevant Tranche. The Agent promptly notifies the Issuer, the Guarantor, the Lead Manager, Euroclear and Clearstream, Luxembourg of the date of the end of the Distribution Compliance Period with respect to the relevant Tranche of Notes. Explanatory Notes to Annexe 1

SETTLEMENT PROCEDURES FOR ISSUES SUBSCRIBED PURSUANT. TO A SUBSCRIPTION AGREEMENT References below to the ISSUER "Issuer" is to the RELEVANT ISSUER"relevant Issuer". Day Latest time Action --- ----------- ------ No later than The Issuer and the Guarantor may, subject to Issue Date subject to the execution of the Subscription Agreement minus 10 (or Subscription Agreement referred to such other number below, agree terms with a Dealer such other number (which of days agreed expression in this Part 2 includes any between the of days agreed entity to be appointed as a dealer Issuer, under the under between the Subscription Agreement Guarantor, referred to below) (the LEAD MANAGERIssuer, the Guarantor, the "Lead Manager") the Lead Manager and for the issue and purchase of Notes to Lead Manager and the Agent) Notes to be subscribed pursuant to a Subscription Agreement (whether pursuant to an unsolicited bid by such Lead Manager or pursuant to an enquiry by the Issuer). The Lead Manager may invite other Dealers (new or additional) approved by the Issuer and the Guarantor to join an underwriting syndicate either on the basis of an invitation telex agreed between the Issuer, the Guarantor and the Lead Manager or on the terms of the Pricing Supplement referred to below and the Subscription Agreement. The Lead Manager and any such Dealers are together referred to as the MANAGERS"Managers". The Lead Manager instructs the Agent to obtain a common code and ISIN from Euroclear or Clearstream, Luxembourg. In the case of the first Tranche of Notes of a Series, the Agent telephones Euroclear or Clearstream, Luxembourg with a request for a common code and ISIN for such Series and in the case of a subsequent Tranche of Notes of that Series the Agent telephones Euroclear or Clearstream, Luxembourg with a request for a temporary common code and ISIN for such Tranche. Each Common Code and ISIN is notified by the Agent to the Issuer and the Lead Manager. The Issuer, the Guarantor and the Lead Manager agree a form of Pricing Supplement prepared by or on behalf of the Lead Manager (in substantially the form of Annexe C) which is submitted to the lawyers rendering a legal opinion in connection with the relevant issue for approval. A draft Subscription Agreement (in substantially the form of Appendix E to the Program Agreement or such other form as may be agreed between the Issuer, the Guarantor and the 110 Day Latest time Action --- ----------- ------ Lead Manager) is also prepared. The Subscription Agreement may, if so agreed, be called by another name. The Lead Manager sends a copy of the draft Subscription Agreement to any other Manager at least two full days (as defined in the Explanatory Notes to this Annexe A) before the Subscription Agreement is intended to be signed. At the same time the Lead Manager sends a copy of the Offering Circular and Program Agreement (together with such other items from the Initial Documentation List as the Lead Manager deems appropriate) to any other Manager which has not previously received such documents. The Subscription Agreement and Pricing Supplement are agreed and executed and a copy of the Pricing Supplement is sent by fax to the Agent which shall act as the Agent's authorisation (including, in the case of Floating Rate Notes, for the purposes of rate fixing) to carry out the duties to be carried out by it under these Settlement Procedures and the Agency Agreement including preparing, authenticating and issuing a Temporary Global Note for the Tranche of Notes which is to be purchased and in the case of the first Tranche of a Series, where the Pricing Supplement does not specify that such Temporary Global Note is to be exchangeable only for Notes in definitive form, a Permanent Global Note for such Series, giving details of such Notes. No later than In the case of Notes to be listed on a Issue Date Stock Exchange, the Agent notifies or minus 3 procure the notification to, the relevant Stock Exchange by fax or by hand of the details of the Notes to be issued by sending the Pricing Supplement to the relevant Stock Exchange and any other relevant authority. No later than The Lead Manager instructs Euroclear Issue Date and/or Clearstream, Luxembourg to debit minus 2 its account and pay the purchase price, against delivery of the Notes as instructed by the Lead Manager to the account specified by the Issuer. Issue Date 3.00 p.m. In the case of Floating Rate Notes, the minus 2 Agent notifies Euroclear, Clearstream, Luxembourg, the Issuer, the Guarantor, the relevant Stock Exchange (if applicable) and the Lead Manager by telex or fax of the Rate of Interest for the first Interest Period (if already determined). Where the Rate of Interest has not yet been determined, this will be notified in accordance with this paragraph as soon as it has been determined. Day Latest time Action --- ----------- ------ Issue Date agreed time The Agent prepares and authenticates a minus 1 (in the Temporary Global Note for each Tranche case of pre-closed of Notes which is to be purchased, and issues) or Issue where required as specified above, a Date (in any other Permanent Global Note in respect of the case) (the PAYMENT relevant Series. The conditions INSTRUCTION DATE) precedent in the Subscription Agreement and the Program Agreement are satisfied and/or waived. The Temporary Global Note and any such Permanent Global Note are then delivered by the Agent to a common depositary for Euroclear and Clearstream, Luxembourg and instructions are given by the Agent (on behalf of the Issuer) to the common depositary to hold the Notes represented by such Temporary Global Note to the Issuer's order. The Lead Manager instructs the common depositary to request Euroclear and/or Clearstream, Luxembourg to credit such nominal amount of the relevant Tranche of Notes to the accounts of the persons entitled thereto with Euroclear or Clearstream, Luxembourg against payment to the specified account of the Issuer of the purchase price for the relevant Tranche of Notes for value on the Issue Date. The common depositary issues a payment confirmation in respect of this payment. Issue Date Payment is effected and Euroclear and/or Clearstream, Luxembourg debit and credit accounts in accordance with instructions received by them. The Agent notifies the Issuer of the issue of Notes giving details of the Global Note(s) and the nominal amount represented thereby. The Agent confirms the issue of Notes to the relevant Stock Exchange and any other relevant authority. On or subsequent to Each other Manager (if any) promptly the Issue Date notifies the Lead Manager when the distribution of the Notes purchased by it has been completed. The Lead Manager promptly notifies the Agent upon completion of the distribution of the Notes of the relevant Tranche. The Agent promptly notifies the Issuer, the Guarantor, the Lead Manager, Euroclear and Clearstream, Luxembourg of the date of the end of the Distribution Compliance Period with respect to the relevant Tranche of Notes. Explanatory Notes to Annexe 1.

SETTLEMENT PROCEDURES FOR ISSUES SUBSCRIBED PURSUANT. TO A SUBSCRIPTION AGREEMENT References below to the ISSUER "Issuer" is to the RELEVANT ISSUER"relevant Issuer". Day Latest Action London time Action --- ----------- ------ No later than The Issuer and the Guarantor may, Issue Date subject to than Issue the execution of the Subscription Agreement Date minus 10 (or Subscription Agreement referred to such other number below, agree terms with a Dealer (or such other (which of days agreed expression in this Part 2 includes number of days any between the entity to be appointed as a dealer Issuer, the agreed between under the Subscription Agreement Guarantor, referred to the Issuer, below) (the LEAD MANAGER"Lead Manager") the Lead Manager and for the issue the Guarantor, and purchase of Notes to the Agent) be subscribed the Lead pursuant to a Subscription Agreement Manager and (whether pursuant to an unsolicited bid the Agent) by such Lead Manager or pursuant to an enquiry by the Issuer). The Lead Manager may invite other Dealers (new or additional) approved by the Issuer and the Guarantor to join an underwriting syndicate either on the basis of an invitation telex agreed between the Issuer, the Guarantor and the Lead Manager or on the terms of the Pricing Supplement referred to below and the Subscription Agreement. The Lead Manager and any such Dealers are together referred to as the MANAGERS"Managers". The Lead Manager instructs the Agent to obtain a common code and ISIN from Euroclear or Clearstream, Luxembourg. In the case of the first Tranche of Notes of a Series, the Agent telephones Euroclear or Clearstream, Luxembourg with a request for a common code and ISIN for such Series and in the case of a subsequent Tranche of Notes of that Series the Agent telephones Euroclear or Clearstream, Luxembourg with a request for a temporary common code and ISIN for such Tranche. Each Common Code and ISIN is notified by the Agent to the Issuer and the Lead Manager. The Issuer, the Guarantor and the Lead Manager agree a form of Pricing Supplement prepared by or on behalf of the Lead Manager (in substantially the form of Annexe C) which is submitted to the lawyers rendering a legal opinion in connection with the relevant issue for approval. A draft Subscription Agreement (in substantially the form of Appendix E to the Program Agreement or such other form as may be agreed between the Issuer, the Guarantor and the 110 Day Latest time Action --- ----------- ------ Lead Manager) is also prepared. The Subscription Agreement may, if so agreed, be called by another name. The Lead Manager sends a copy of the draft Subscription Agreement to any other Manager at least two full days (as defined in the Explanatory Notes to this Annexe A) before the Subscription Agreement is intended to be signed. At the same time the Lead Manager sends a copy of the Offering Circular and Program Agreement (together with such other items from the Initial Documentation List as the Lead Manager deems appropriate) to any other Manager which has not previously received such documents. The Subscription Agreement and Pricing Supplement are agreed and executed and a copy of the Pricing Supplement is sent by fax to the Agent which shall act as the Agent's authorisation (including, in the case of Floating Rate Notes, for the purposes of rate fixing) to carry out the duties to be carried out by it under these Settlement Procedures and the Agency Agreement including preparing, authenticating and issuing a Temporary Global Note for the Tranche of Notes which is to be purchased and in the case of the first Tranche of a Series, where the Pricing Supplement does not specify that such Temporary Global Note is to be exchangeable only for Notes in definitive form, a Permanent Global Note for such Series, giving details of such Notes. No later than In the case of Notes to be listed on a Issue Date Stock Exchange, the Agent notifies or minus 3 procure the notification to, the relevant Stock Exchange by fax or by hand of the details of the Notes to be issued by sending the Pricing Supplement to the relevant Stock Exchange and any other relevant authority. No later than The Lead Manager instructs Euroclear Issue Date and/or Clearstream, Luxembourg to debit minus 2 its account and pay the purchase price, against delivery of the Notes as instructed by the Lead Manager to the account specified by the Issuer. Issue Date 3.00 p.m. In the case of Floating Rate Notes, the minus 2 Agent notifies Euroclear, Clearstream, Luxembourg, the Issuer, the Guarantor, the relevant Stock Exchange (if applicable) and the Lead Manager by telex or fax of the Rate of Interest for the first Interest Period (if already determined). Where the Rate of Interest has not yet been determined, this will be notified in accordance with this paragraph as soon as it has been determined. Day Latest time Action --- ----------- ------ Issue Date agreed time The Agent prepares and authenticates a minus 1 (in the Temporary Global Note for each Tranche case of pre-closed of Notes which is to be purchased, and issues) or Issue where required as specified above, a Date (in any other Permanent Global Note in respect of the case) (the PAYMENT relevant Series. The conditions INSTRUCTION DATE) precedent in the Subscription Agreement and the Program Agreement are satisfied and/or waived. The Temporary Global Note and any such Permanent Global Note are then delivered by the Agent to a common depositary for Euroclear and Clearstream, Luxembourg and instructions are given by the Agent (on behalf of the Issuer) to the common depositary to hold the Notes represented by such Temporary Global Note to the Issuer's order. The Lead Manager instructs the common depositary to request Euroclear and/or Clearstream, Luxembourg to credit such nominal amount of the relevant Tranche of Notes to the accounts of the persons entitled thereto with Euroclear or Clearstream, Luxembourg against payment to the specified account of the Issuer of the purchase price for the relevant Tranche of Notes for value on the Issue Date. The common depositary issues a payment confirmation in respect of this payment. Issue Date Payment is effected and Euroclear and/or Clearstream, Luxembourg debit and credit accounts in accordance with instructions received by them. The Agent notifies the Issuer of the issue of Notes giving details of the Global Note(s) and the nominal amount represented thereby. The Agent confirms the issue of Notes to the relevant Stock Exchange and any other relevant authority. On or subsequent to Each other Manager (if any) promptly the Issue Date notifies the Lead Manager when the distribution of the Notes purchased by it has been completed. The Lead Manager promptly notifies the Agent upon completion of the distribution of the Notes of the relevant Tranche. The Agent promptly notifies the Issuer, the Guarantor, the Lead Manager, Euroclear and Clearstream, Luxembourg of the date of the end of the Distribution Compliance Period with respect to the relevant Tranche of Notes. Explanatory Notes to Annexe 1.