Common use of Singapore Clause in Contracts

Singapore. The prospectus supplement and the attached Base Prospectus have not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the prospectus supplement, the attached Base Prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Designated Securities may not be circulated or distributed, nor may the Designated Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”)) under Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA ) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to conditions set forth in the SFA. Where the Designated Securities are subscribed or purchased under Section 275 of the SFA by a relevant person which is a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, the securities (as defined in Section 239(1) of the SFA) of that corporation shall not be transferable for 6 months after that corporation has acquired the Designated Securities under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer in that corporation’s securities pursuant to Section 275(1A) of the SFA, (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore (“Regulation 32”). Where the Designated Securities are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee is not an accredited investor (as defined in Section 4A of the SFA)) whose sole purpose is to hold investments and each beneficiary of the trust is an accredited investor, the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for 6 months after that trust has acquired the Designated Securities under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer that is made on terms that such rights or interest are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction (whether such amount is to be paid for in cash or by exchange of securities or other assets), (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32.

Singapore. (i) The prospectus supplement Prospectus Supplement and the attached Base accompanying Prospectus relating to this offering have not been and will not be registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act (Chapter 289 of Singapore) (the “SFA”). Accordingly, each Underwriter has not offered or sold any Securities or caused the prospectus supplementSecurities to be made the subject of an invitation for subscription or purchase and will not offer or sell any Securities or cause the Securities to be made the subject of an invitation for subscription or purchase, the attached Base and has not circulated or distributed, nor will it circulate or distribute, such Prospectus Supplement and accompanying Prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Designated Securities may not be circulated or distributed, nor may the Designated Securities be offered or sold, or be made the subject of an invitation for subscription or purchaseSecurities, whether directly or indirectly, to persons in Singapore other than (i1) to an institutional investor (as defined in Section 4A of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”)) under Section 274 of the SFA, (ii2) to a relevant person (as defined in Section 275(2) of the SFA ) pursuant to Section 275(1) of the SFAperson, or any person pursuant to Section 275(1A) of the SFA), and in accordance with the conditions conditions, specified in Section 275 of the SFA or (iii3) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, . (ii) Each Underwriter will notify (whether through the distribution of the Prospectus Supplement and accompanying Prospectus relating to this offering or otherwise) each of the following relevant persons specified in each case subject to conditions set forth in the SFA. Where the Designated Securities are subscribed or purchased under Section 275 of the SFA by which has subscribed or purchased Securities from or through that Underwriter, namely a relevant person which is (1) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, the securities (as defined in Section 239(1) of the SFA) of that corporation shall not be transferable for 6 months after that corporation has acquired the Designated Securities under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer in that corporation’s securities pursuant to Section 275(1A) of the SFA, (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore (“Regulation 32”). Where the Designated Securities are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee is not an accredited investor (as defined in Section 4A of the SFA)investor) whose sole purpose is to hold investments and each beneficiary of the trust is an accredited investor, that shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for 6 months after that corporation or that trust has acquired the Designated Securities under Section 275 of the SFA except: (1a) to an institutional investor (for corporations, under Section 274 of the SFA SFA) or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from or to any person pursuant to an offer that is made on terms that such shares, debentures and units of shares and debentures of that corporation or such rights or and interest in that trust are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction (transaction, whether such amount is to be paid for in cash or by exchange of securities or other assets), and further for corporations, in accordance with the conditions specified in Section 275 of the SFA, (3b) where no consideration is or will be given for the transfer, or (4c) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32.

Singapore. The prospectus supplement Prospectus Supplement and the attached Base Prospectus accompanying prospectus have not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the Prospectus Supplement and the accompanying prospectus supplement, the attached Base Prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Designated Securities Notes may not be circulated or distributed, nor may the Designated Securities Notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined in under Section 4A 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”)) under Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA ) pursuant to Section 275(1) of the SFA), or any person pursuant to Section 275(1A) of the SFA), and in accordance with the conditions conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to compliance with the conditions set forth in the SFA. Where the Designated Securities Notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is is: (a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFAinvestor)) , the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, ; or (b) a trust (where the securities (as defined in Section 239(1trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the SFA) trust is an individual who is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for 6 within six months after that corporation or that trust has acquired the Designated Securities Notes pursuant to an offer made under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer in that corporation’s securities pursuant to Section 275(1A) ), and in accordance with the conditions, specified in Section 275 of the SFA, ; (32) where no consideration is or will be given for the transfer, ; or (43) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore (“Regulation 32”). Where the Designated Securities are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee is not an accredited investor (as defined in Section 4A of the SFA)) whose sole purpose is to hold investments and each beneficiary of the trust is an accredited investor, the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for 6 months after that trust has acquired the Designated Securities under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer that is made on terms that such rights or interest are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction (whether such amount is to be paid for in cash or by exchange of securities or other assets), (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32.

Singapore. The prospectus supplement and the attached Base Prospectus accompanying prospectus have not been and will not be registered as a prospectus with under the Securities and Futures Act (Chapter 289) of Singapore (the “SFA”) by the Monetary Authority of Singapore, and the offer of the Designated Securities in Singapore is made primarily pursuant to the exemptions under Sections 274 and 275 of the SFA. Accordingly, the prospectus supplement, supplement and the attached Base Prospectus accompanying prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Designated Securities may not be circulated or distributed, nor may the Designated Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons any person in Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act, Chapter 289 of Singapore SFA (the an “SFAInstitutional Investor”)) under pursuant to Section 274 of the SFA, (ii) to a an accredited investor as defined in Section 4A of the SFA (an “Accredited Investor”) or other relevant person (as defined in Section 275(2) of the SFA (a “Relevant Person”) and pursuant to Section 275(1) of the SFA, or to any person pursuant to an offer referred to in Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA and (where applicable) Regulation 3 of the Securities and Futures (Classes of Investors) Regulations 2018, or (iii) otherwise pursuant to, and in accordance with with, the conditions of, of any other applicable exemption or provision of the SFA, in each case subject to conditions set forth in . It is a condition of the SFA. Where offer that where the Designated Securities are subscribed for or purchased under acquired pursuant to an offer made in reliance on Section 275 of the SFA by a relevant person Relevant Person which is a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, the securities (as defined in Section 239(1) of the SFA) of that corporation shall not be transferable for 6 months after that corporation has acquired the Designated Securities under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer in that corporation’s securities pursuant to Section 275(1A) of the SFA, (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore (“Regulation 32”). Where the Designated Securities are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee is not an accredited investor (as defined in Section 4A of the SFA)) whose sole purpose is to hold investments and each beneficiary of the trust is an accredited investor, the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for 6 months after that trust has acquired the Designated Securities under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer that is made on terms that such rights or interest are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction (whether such amount is to be paid for in cash or by exchange of securities or other assets), (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32.is:

Singapore. (i) The prospectus supplement Prospectus Supplement and the attached Base accompanying Prospectus relating to this offering have not been and will not be registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act (Chapter 289 of Singapore) (the “SFA”). Accordingly, each Underwriter has not offered or sold any Securities or caused the prospectus supplementSecurities to be made the subject of an invitation for subscription or purchase and will not offer or sell any Securities or cause the Securities to be made the subject of an invitation for subscription or purchase, the attached Base and has not circulated or distributed, nor will it circulate or distribute, such Prospectus Supplement and accompanying Prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Designated Securities may not be circulated or distributed, nor may the Designated Securities be offered or sold, or be made the subject of an invitation for subscription or purchaseSecurities, whether directly or indirectly, to persons in Singapore other than (i1) to an institutional investor (as defined in Section 4A of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”)) under Section 274 of the SFA, (ii2) to a relevant person (as defined in Section 275(2) of the SFA ) pursuant to Section 275(1) of the SFAperson, or any person pursuant to Section 275(1A) of the SFA), and in accordance with the conditions conditions, specified in Section 275 of the SFA or (iii3) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, . (ii) Each Underwriter will notify (whether through the distribution of the Prospectus Supplement and accompanying Prospectus relating to this offering or otherwise) each of the following relevant persons specified in each case subject to conditions set forth in the SFA. Where the Designated Securities are subscribed or purchased under Section 275 of the SFA by which has subscribed or purchased Securities from or through that Underwriter, namely a relevant person which is (1) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, the securities (as defined in Section 239(1) of the SFA) of that corporation shall not be transferable for 6 months after that corporation has acquired the Designated Securities under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer in that corporation’s securities pursuant to Section 275(1A) of the SFA, (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore (“Regulation 32”). Where the Designated Securities are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee is not an accredited investor (as defined in Section 4A of the SFA)investor) whose sole purpose is to hold investments and each beneficiary of the trust is an accredited investor, that shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for 6 months after that corporation or that trust has acquired the Designated Securities under Section 275 of the SFA except: (13) to an institutional investor (for corporations, under Section 274 of the SFA SFA) or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from or to any person pursuant to an offer that is made on terms that such shares, debentures and units of shares and debentures of that corporation or such rights or and interest in that trust are acquired at a consideration of not less than S$200,000 $200,000 (or its equivalent in a foreign currency) for each transaction (transaction, whether such amount is to be paid for in cash or by exchange of securities or other assets), and further for corporations, in accordance with the conditions specified in Section 275 of the SFA, (34) where no consideration is or will be given for the transfer, or (45) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32.

Singapore. The prospectus supplement and Each Joint Bookrunner has acknowledged that the attached Base Prospectus have Final Offering Circular has not been and will not be registered as a prospectus with the Monetary Authority of Singapore. Accordingly, each Joint Bookrunner represents, warrants and undertakes that it has not offered or sold any Bonds or caused such Bonds to be made the prospectus supplementsubject of an invitation for subscription or purchase and will not offer or sell such Bonds or cause such Bonds to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, the attached Base Prospectus and Final Offering Circular or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Designated Securities may not be circulated or distributed, nor may the Designated Securities be offered or sold, or be made the subject of an invitation for subscription or purchasesuch Bonds, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined in under Section 4A 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”)) under Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA ) pursuant to Section 275(1) of the SFA), or any person pursuant to Section 275(1A) of the SFA), and in accordance with the conditions specified in Section 275 275, of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to conditions set forth in the SFA. Where the Designated Securities Bonds are subscribed or purchased under Section 275 of the SFA by a relevant person which is is: (a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, the securities ; or (as defined in Section 239(1b) of the SFA) of that corporation shall not be transferable for 6 months after that corporation has acquired the Designated Securities under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer in that corporation’s securities pursuant to Section 275(1A) of the SFA, (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore (“Regulation 32”). Where the Designated Securities are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee is not an accredited investor (as defined in Section 4A of the SFA)investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for 6 transferred within six months after that corporation or that trust has acquired the Designated Securities Bonds pursuant to an offer made under Section 275 of the SFA SFA, except: : (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2275 (2) of the SFA), (2) where such transfer arises or to any person arising from an offer that is made on terms that such rights referred to in Section 275(1A) or interest are acquired at a consideration Section 276(4)(i)(B) of not less than S$200,000 the SFA; (or its equivalent in a foreign currency) for each transaction (whether such amount is to be paid for in cash or by exchange of securities or other assets), (32) where no consideration is or will be given for the transfer, ; (43) where the transfer is by operation of law, ; or (54) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32XXX.

Singapore. The prospectus supplement Prospectus Supplement and the attached Base Prospectus have not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the prospectus supplementProspectus Supplement, the attached Base Prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Designated Securities may not be circulated or distributed, nor may the Designated Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined in under Section 4A 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”)) under Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA ) pursuant to Section 275(1) of the SFA), or any person pursuant to Section 275(1A) of the SFA), and in accordance with the conditions specified in Section 275 275, of the SFA SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to conditions set forth in the SFA. Where the Designated Securities are subscribed or purchased under Section 275 of the SFA by a relevant person which is is: (A) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, the securities (as defined in Section 239(1) of the SFA) of that corporation shall not be transferable for 6 months after that corporation has acquired the Designated Securities under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer in that corporation’s securities pursuant to Section 275(1A) of the SFA, (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, ; or (6B) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore (“Regulation 32”). Where the Designated Securities are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee is not an accredited investor (as defined in Section 4A of the SFA)investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for 6 transferred within six months after that corporation or that trust has acquired the Designated Securities pursuant to an offer made under Section 275 of the SFA except: (1i) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises or to any person arising from an offer that is made on terms that such rights referred to in Section 275(1A) or interest are acquired at a consideration Section 276(4)(i)(B) of not less than S$200,000 the SFA; (or its equivalent in a foreign currency) for each transaction (whether such amount is to be paid for in cash or by exchange of securities or other assets), (3ii) where no consideration is or will be given for the transfer, ; (4iii) where the transfer is by operation of law, ; or (5iv) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32.. Underwriters: [ ] Representative: [ ] Stabilizing Manager: [ ]

Singapore. The prospectus supplement Each of the Managers represents, warrants and agrees that the attached Base Prospectus have not been registered as a prospectus with the Monetary Authority of Singapore. Accordinglypreliminary prospectus, the prospectus supplement, the attached Base Prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Designated Securities may Notes will not be circulated or distributed, nor may will the Designated Securities Notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined in under Section 4A 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”)) under Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA ) pursuant to Section 275(1) of the SFA), or any person pursuant to Section 275(1A) of the SFA), and in accordance with the conditions specified in Section 275 275, of the SFA SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to conditions set forth in the SFA. Where the Designated Securities Notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is is: (a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, the securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for 6 transferred within six months after that corporation or that trust has acquired the Designated Securities Notes pursuant to an offer made under Section 275 of the SFA except: : (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises or to any person arising from an offer referred to in that corporation’s securities pursuant to Section 275(1A) or Section 276(4)(i)(B) of the SFA, ; (32) where no consideration is or will be given for the transfer, ; (43) where the transfer is by operation of law, ; (54) as specified in Section 276(7) of the SFA, or ; or (65) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore (“Regulation 32”). Where the Designated Securities are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee is not an accredited investor (as defined in Section 4A of the SFA)) whose sole purpose is to hold investments and each beneficiary of the trust is an accredited investor, the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for 6 months after that trust has acquired the Designated Securities under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer that is made on terms that such rights or interest are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction (whether such amount is to be paid for in cash or by exchange of securities or other assets), (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32Singapore.

Singapore. The prospectus supplement Each of the Managers represents, warrants and agrees that the attached Base Prospectus have not been registered as a prospectus with the Monetary Authority of Singapore. Accordinglypreliminary prospectus, the prospectus supplement, the attached Base Prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Designated Securities may Notes will not be circulated or distributed, nor may will the Designated Securities Notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined in under Section 4A 274 of the Securities and Futures Act, Chapter 289 of Singapore Singapore, as modified from time to time, including by any subsidiary legislation as may be applicable at the relevant time (together, the “SFA”)) under Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA ) pursuant to Section 275(1) of the SFA), or any person pursuant to Section 275(1A) of the SFA), and in accordance with the conditions specified in Section 275 275, of the SFA SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to conditions set forth in the SFA. Where the Designated Securities Notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is is: (a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, the securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for 6 transferred within six months after that corporation or that trust has acquired the Designated Securities Notes pursuant to an offer made under Section 275 of the SFA except: : (1i) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises or to any person arising from an offer referred to in that corporation’s securities pursuant to Section 275(1A) or Section 276(4)(i)(B) of the SFA, ; (3ii) where no consideration is or will be given for the transfer, ; (4iii) where the transfer is by operation of law, ; (5iv) as specified in Section 276(7) of the SFA, or ; or (6v) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore (“Regulation 32”)Singapore. Where the Designated Securities are subscribed or purchased under In connection with Section 275 309B of the SFA by a relevant person which is a trust and the Securities and Futures (where Capital Markets Products) Regulations 2018 (the trustee is not an accredited investor “CMP Regulations 2018”), the Bank has determined that the Notes are “prescribed capital markets products” (as defined in Section 4A of the SFA)CMP Regulations 2018) whose sole purpose is to hold investments and each beneficiary of the trust is an accredited investor, the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for 6 months after that trust has acquired the Designated Securities under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person Excluded Investment Products (as defined in Section 275(2) MAS Notice SFA 04-N12: Notice on the Sale of the SFAInvestment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products), (2) where such transfer arises from an offer that is made on terms that such rights or interest are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction (whether such amount is to be paid for in cash or by exchange of securities or other assets), (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32.

Singapore. The prospectus supplement and the attached Base This Prospectus have has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the prospectus supplement, the attached Base this Prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Designated Securities may not be circulated or distributed, nor may the Designated Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined in under Section 4A 274 of the Securities and Futures Act, Chapter 289 of Singapore Act (the “SFA”)) under Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA ) pursuant to Section 275(1) of the SFA), or any person pursuant to Section 275(1A) of the SFA), and in accordance with the conditions conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to conditions set forth in the SFA. Where the Designated Securities are subscribed or purchased under Section 275 of the SFA by a relevant person which is is: (a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, the securities (as defined in Section 239(1) of the SFA) of that corporation shall not be transferable for 6 months after that corporation has acquired the Designated Securities under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer in that corporation’s securities pursuant to Section 275(1A) of the SFA, (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, ; or (6b) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore (“Regulation 32”). Where the Designated Securities are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee is not an accredited investor (as defined in Section 4A of the SFA)investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for transferred within 6 months after that corporation or that trust has acquired the Designated Securities pursuant to an offer made under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), or (2in the case of a corporation) where such the transfer arises from an offer that is made on terms that such rights referred to in Section 276(3)(i)(B) of the SFA or interest are acquired at (in the case of a consideration trust) where the transfer arises from an offer referred to in Section 276(4)(i)(B) of not less than S$200,000 the SFA; (or its equivalent in a foreign currency) for each transaction (whether such amount is to be paid for in cash or by exchange of securities or other assets), (32) where no consideration is or will be given for the transfer, ; (43) where the transfer is by operation of law, ; or (54) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32.

Singapore. The prospectus supplement and the attached Base This Prospectus have has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the prospectus supplement, the attached Base this Prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Designated Securities may not be circulated or distributed, nor may the Designated Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined in under Section 4A 274 of the Securities and Futures Act, Chapter 289 of Singapore Act (the “SFA”)) under Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA ) pursuant to Section 275(1) of the SFA), or any person pursuant to Section 275(1A) of the SFA), and in accordance with the conditions conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to conditions set forth in the SFA. Where the Designated Securities are subscribed or purchased under Section 275 of the SFA by a relevant person which is is: (a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, the securities (as defined in Section 239(1) of the SFA) of that corporation shall not be transferable for 6 months after that corporation has acquired the Designated Securities under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer in that corporation’s securities pursuant to Section 275(1A) of the SFA, (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, ; or (6b) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore (“Regulation 32”). Where the Designated Securities are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee is not an accredited investor (as defined in Section 4A of the SFA)investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for transferred within 6 months after that corporation or that trust has acquired the Designated Securities pursuant to an offer made under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) , or (in the case of the SFA), (2a corporation) where such the transfer arises from an offer that is made on terms that such rights referred to in Section 276(3)(i)(B) of the SFA or interest are acquired at (in the case of a consideration trust) where the transfer arises from an offer referred to in Section 276(4)(i)(B) of not less than S$200,000 the SFA; (or its equivalent in a foreign currency) for each transaction (whether such amount is to be paid for in cash or by exchange of securities or other assets), (32) where no consideration is or will be given for the transfer, ; (43) where the transfer is by operation of law, ; or (54) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32.

Singapore. The prospectus supplement Initial Purchaser represents, warrants, covenants and agrees that: (a) none of the attached Base Prospectus have not Offering Documents or any other document or marketing materials relating to the Secured Notes has been or will be registered as a prospectus with the Monetary Authority of Singapore. Accordingly, and the prospectus supplementSecured Notes will be offered pursuant to exemptions under the Securities and Futures Act, Chapter 289 of Singapore (the attached Base Prospectus Securities and Futures Act); and (i) it has not offered or sold any Note or made any Note the subject of an invitation for subscription or purchase and will not offer or sell any Note or make any Note the subject of an invitation for subscription or purchase; and (ii) it has not circulated or distributed and will not circulate or distribute any Offering Document or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Designated Securities may not be circulated or distributed, nor may the Designated Securities be offered or sold, or be made the subject of an invitation for subscription or purchaseany Note, whether directly or indirectly, to persons any person in Singapore other than (ia) to an institutional investor pursuant to Section 274 of the Securities and Futures Act; (as defined in b) to a relevant person under Section 4A 275(1) of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”)) under Section 274 of the SFA, (ii) or to a relevant person (as defined in Section 275(2) of the SFA ) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFASecurities and Futures Act, and in accordance with the conditions specified in Section 275 of the SFA Securities and Futures Act; or (iiic) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to conditions set forth in the SFASecurities and Futures Act. Where the Designated Securities Secured Notes are subscribed or purchased under Section 275 of the SFA Securities and Futures Act by a relevant person which is is: (a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFASecurities and Futures Act)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, the securities ; (as defined in Section 239(1b) of the SFA) of that corporation shall not be transferable for 6 months after that corporation has acquired the Designated Securities under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer in that corporation’s securities pursuant to Section 275(1A) of the SFA, (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore (“Regulation 32”). Where the Designated Securities are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee is not an accredited investor (as defined in Section 4A of the SFA)investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, Securities or securities based on derivative contract (as defined in the Securities and Futures Act) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable transferrable for 6 six months after that corporation or that trust has acquired the Designated Securities Secured Notes pursuant to an offer under Section 275 of the SFA Securities and Futures Act except: : (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA)Securities and Futures Act, (2) where such transfer arises or to any person arising from an offer that is made on terms that such rights referred to in Section 275(1A) or interest are acquired at a consideration Section 276(4)(i)(B) of not less than S$200,000 the Securities and Futures Act; or (or its equivalent in a foreign currency) for each transaction (whether such amount is to be paid for in cash or by exchange of securities or other assets), (32) where no consideration is or will be given for the transfer, ; or (43) where the transfer is by operation of law, ; or (4) pursuant to Section 276(7) of the Securities and Futures Act; or (5) as specified in Section 276(7) Regulation 37a of the SFA, or Securities and Futures (6Offer of Investments) as specified in Regulation 32(Securities and Securities-Based Derivative Contracts) Regulations 2018.

Singapore. The This prospectus supplement and the attached Base Prospectus accompanying prospectus have not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the this prospectus supplement, the attached Base Prospectus accompanying prospectus, any free writing prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Designated Securities Senior Notes may not be circulated or distributed, nor may the Designated Securities Senior Notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined in under Section 4A 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”)) under Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA ) pursuant to Section 275(1) of the SFA), or any person pursuant to Section 275(1A) of the SFA), and in accordance with the conditions specified in Section 275 of the SFA SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to conditions set forth in the SFA. Where the Designated Securities Senior Notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is is: (a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, the securities (as defined in Section 239(1) of the SFA) of that corporation shall not be transferable for 6 months after that corporation has acquired the Designated Securities under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer in that corporation’s securities pursuant to Section 275(1A) of the SFA, (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, ; or (6b) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore (“Regulation 32”). Where the Designated Securities are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee is not an accredited investor (as defined in Section 4A of the SFA)investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for transferred within 6 months after that corporation or that trust has acquired the Designated Securities Senior Notes pursuant to an offer made under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises or any person arising from an offer that is made on terms that such rights referred to in Section 275(1A) or interest are acquired at a consideration Section 276(4)(i)(B) of not less than S$200,000 the SFA; (or its equivalent in a foreign currency) for each transaction (whether such amount is to be paid for in cash or by exchange of securities or other assets), (32) where no consideration is or will be given for the transfer, ; (43) where the transfer is by operation of law, ; or (54) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32.

Singapore. The prospectus supplement and Each Dealer acknowledges that the attached Base Prospectus have has not been and will not be registered as a prospectus with the Monetary Authority of SingaporeSingapore and the Notes will be offered pursuant to exemptions under the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”). Accordingly, the prospectus supplement, the attached Base Prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Designated Securities Notes may not be circulated or distributed, nor may the Designated Securities Notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i1) to an institutional investor (as defined in Section 4A of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”)) under Section 274 of the SFA, ; (ii2) to a relevant person (as defined in Section 275(2) of the SFA ) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA or (iii3) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to conditions set forth in the SFA. Where the Designated Securities Notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is (a) a corporation (which is not an accredited investor investor) (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, the securities or securities-based derivatives contracts (each as defined in Section 239(12(1) of the SFA) of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for 6 months after that corporation or that trust has acquired the Designated Securities securities under Section 275 of the SFA except: (1: a) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises or to any person arising from an offer referred to in that corporation’s securities pursuant to Section 275(1A) or Section 276(4)(i)(B) of the SFA, (3; b) where no consideration is or will be given for the transfer, (4; c) where the transfer is by operation of law, (5; or d) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32 37A of the Securities and Futures (Offers of Investments) (Shares Investments)(Securities and DebenturesSecurities-based Derivatives Contracts) Regulations 2005 2018. To: Linde plc Linde Finance B.V. Dear Sirs, We refer to the Dealer Agreement dated 11 May 2020 entered into in respect of Singapore the above Debt Issuance Programme and made between Linde plc, Linde Finance B.V. and the Dealers party thereto (which agreement, as amended, supplemented or restated from time to time, is herein referred to as the “Regulation 32Dealer Agreement”). Where the Designated Securities are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee is not an accredited investor (as defined in Section 4A of the SFA)) whose sole purpose is to hold investments and each beneficiary of the trust is an accredited investor, the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for 6 months after that trust has acquired the Designated Securities under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer that is made on terms that such rights or interest are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction (whether such amount is to be paid for in cash or by exchange of securities or other assets), (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32.

Singapore. The prospectus supplement and the attached Base Prospectus accompanying prospectus have not been and will not be registered as a prospectus with under the Securities and Futures Act 2001 (2020 Revised Edition) of Singapore (as amended, the “SFA”) by the Monetary Authority of Singapore, and the offer of the Preferred Securities in Singapore will be made pursuant to the exemptions under Sections 274 and 275 of the SFA. Accordingly, the prospectus supplement, supplement and the attached Base Prospectus accompanying prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Designated Preferred Securities may not be circulated or distributed, nor may the Designated Preferred Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act, Chapter 289 of Singapore SFA (the an “SFAInstitutional Investor”)) under pursuant to Section 274 of the SFA, (ii) to a an accredited investor as defined in Section 4A of the SFA (an “Accredited Investor”) or other relevant person (as defined in Section 275(2) of the SFA (a “Relevant Person”) and pursuant to Section 275(1) of the SFA, or to any person pursuant to an offer referred to in Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA and (where applicable) Regulation 3 of the Securities and Futures (Classes of Investors) Regulations 2018, or (iii) otherwise pursuant to, and in accordance with with, the conditions of, of any other applicable exemption or provision of the SFA, in each case subject to conditions set forth in . It is a condition of the SFA. Where offer that where the Designated Preferred Securities are subscribed for or purchased under acquired pursuant to an offer made in reliance on Section 275 of the SFA by a relevant person Relevant Person which is a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, the securities (as defined in Section 239(1) of the SFA) of that corporation shall not be transferable for 6 months after that corporation has acquired the Designated Securities under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer in that corporation’s securities pursuant to Section 275(1A) of the SFA, (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore (“Regulation 32”). Where the Designated Securities are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee is not an accredited investor (as defined in Section 4A of the SFA)) whose sole purpose is to hold investments and each beneficiary of the trust is an accredited investor, the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for 6 months after that trust has acquired the Designated Securities under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer that is made on terms that such rights or interest are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction (whether such amount is to be paid for in cash or by exchange of securities or other assets), (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32.is:

Singapore. The prospectus supplement Each Dealer acknowledges, and each further Dealer appointed under the attached Base Programme will be required to acknowledge, that the Prospectus have has not been registered as a prospectus with the Monetary Authority of SingaporeSingapore and the Covered Bonds will be offered pursuant to exemptions under the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”). Accordingly, each Dealer represents, warrants and agrees, and each further Dealer appointed under the prospectus supplementProgramme will be required to represent, warrant and agree, that it has not offered or sold any Covered Bonds or caused the Covered Bonds to be made the subject of an invitation for subscription or purchase and will not offer or sell any Covered Bonds or cause the Covered Bonds to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, the attached Base Prospectus and or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Designated Securities may not be circulated or distributed, nor may the Designated Securities be offered or sold, or be made the subject of an invitation for subscription or purchaseCovered Bonds, whether directly or indirectly, to persons any person in Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”)) under pursuant to Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to conditions set forth in the SFA. Where the Designated Securities Covered Bonds are subscribed or purchased under Section 275 of the SFA by a relevant person which is a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, the securities (as defined in Section 239(1) of the SFA) of that corporation shall not be transferable for 6 months after that corporation has acquired the Designated Securities under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer in that corporation’s securities pursuant to Section 275(1A) of the SFA, (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore (“Regulation 32”). Where the Designated Securities are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee is not an accredited investor (as defined in Section 4A of the SFA)) whose sole purpose is to hold investments and each beneficiary of the trust is an accredited investor, the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for 6 months after that trust has acquired the Designated Securities under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer that is made on terms that such rights or interest are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction (whether such amount is to be paid for in cash or by exchange of securities or other assets), (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32.is:

Singapore. The prospectus supplement and Each Dealer acknowledges that the attached Base Prospectus have Offering Circular has not been registered as a prospectus with the Monetary Authority of SingaporeSingapore (the MAS). Accordingly, each Dealer represents, warrants and agrees, that it has not offered or sold any Notes or caused the prospectus supplementNotes to be made the subject of an invitation for subscription or purchase and will not offer or sell any Notes or cause the Notes to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, the attached Base Prospectus and Offering Circular or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Designated Securities may not be circulated or distributed, nor may the Designated Securities be offered or sold, or be made the subject of an invitation for subscription or purchaseNotes, whether directly or indirectly, to persons any person in Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act, Act (Chapter 289 289) of Singapore (the “SFA”)) under pursuant to Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to conditions set forth in the SFA. Where the Designated Securities Notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is is: (a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, the securities ; or (as defined in Section 239(1b) of the SFA) of that corporation shall not be transferable for 6 months after that corporation has acquired the Designated Securities under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer in that corporation’s securities pursuant to Section 275(1A) of the SFA, (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore (“Regulation 32”). Where the Designated Securities are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee is not an accredited investor (as defined in Section 4A of the SFA)investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, securities (as defined in Section 2(1) of the SFA) or securities-based derivative contracts (as defined in Section 2(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for 6 transferred within six months after that corporation or that trust has acquired the Designated Securities Notes pursuant to an offer made under Section 275 of the SFA except: : (1i) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined or to any person arising from an offer referred to in Section 275(2275(1A) or Section 276(4)(i)(B) of the SFA), ; (2) where such transfer arises from an offer that is made on terms that such rights or interest are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction (whether such amount is to be paid for in cash or by exchange of securities or other assets), (3ii) where no consideration is or will be given for the transfer, ; (4iii) where the transfer is by operation of law, ; or (5iv) as specified in Section 276(7) of the SFA. Any reference to the SFA is a reference to the Securities and Futures Act, Chapter 289 of Singapore and a reference to any term as defined in the SFA or any provision in the SFA is a reference to that term as modified or amended from time to time including by such of its subsidiary legislation as may be applicable at the relevant time. Unless otherwise stated in the Final Terms in respect of any Notes (6or the Pricing Supplement in respect of any Exempt Notes), all Notes issued or to be issued under the Programme shall be prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore) and Excluded Investment Products (as specified defined in Regulation 32MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

Singapore. Each Underwriter, on behalf of itself and each of its affiliates that participates in the initial distribution of the Securities, represents and agrees that: (i) The prospectus supplement Preliminary Final Prospectus has not been, and the attached Base Prospectus have will not been be, registered as a prospectus with the Monetary Authority of SingaporeSingapore (the “MAS”), and the Securities will be offered pursuant to exemptions under the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”). Accordingly, the prospectus supplement, the attached Base Preliminary Final Prospectus and or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Designated Securities may not be circulated or distributed, nor may the Designated Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons any person in Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”)) under SFA pursuant to Section 274 of the SFA, SFA (ii) to a relevant person (as defined in Section 275(2) of the SFA SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. (ii) Where the Securities are subscribed or purchased in reliance of an exemption under Section 274 or 275 of the SFA, the Securities shall not be sold within the period of six months from the date of the initial acquisition of the Securities, except to (A) an institutional investor, (B) a relevant person or (C) any person pursuant to an offer referred to in each case subject to conditions set forth Section 275(1A) of the SFA, unless expressly specified otherwise in Section 276(7) of the SFA. Where the Designated Securities are subscribed or purchased under Section 275 of the SFA by a relevant person which is is: (x) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, the securities (as defined in Section 239(1) of the SFA) of that corporation shall not be transferable for 6 months after that corporation has acquired the Designated Securities under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer in that corporation’s securities pursuant to Section 275(1A) of the SFA, (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, ; or (6y) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore (“Regulation 32”). Where the Designated Securities are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee is not an accredited investor (as defined in Section 4A of the SFA)investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, securities (as defined in Section 2(1) of the SFA) or securities-based derivatives contracts (as defined in Section 2(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for 6 within six months after that corporation or that trust has acquired the Designated Securities pursuant to an offer made under Section 275 of the SFA except: (1i) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), or (2in the case of such corporation) where such the transfer arises from an offer that is made on terms that referred to in Section 276(3)(i)(B) of the SFA or (in the case of such rights or interest are acquired at a consideration trust) where the transfer arises from an offer referred to in Section 276(4)(i)(B) of not less than S$200,000 the SFA; (or its equivalent in a foreign currency) for each transaction (whether such amount is to be paid for in cash or by exchange of securities or other assets), (3ii) where no consideration is or will be given for the transfer, ; (4iii) where the transfer is by operation of law, ; or (5iv) as specified in pursuant to Section 276(7) of the SFA, or (6) as specified in Regulation 32.

Singapore. The prospectus supplement Prospectus Supplement and the attached Base Prospectus have not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the prospectus supplementProspectus Supplement, the attached Base Prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Designated Securities may not be circulated or distributed, nor may the Designated Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined in under Section 4A 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”)) under Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA ) pursuant to Section 275(1) of the SFA), or any person pursuant to Section 275(1A) of the SFA), and in accordance with the conditions specified in Section 275 275, of the SFA SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to conditions set forth in the SFA. Where the Designated Securities are subscribed or purchased under Section 275 of the SFA by a relevant person which is is: (A) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, the securities (as defined in Section 239(1) of the SFA) of that corporation shall not be transferable for 6 months after that corporation has acquired the Designated Securities under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer in that corporation’s securities pursuant to Section 275(1A) of the SFA, (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, ; or (6B) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore (“Regulation 32”). Where the Designated Securities are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee is not an accredited investor (as defined in Section 4A of the SFA)investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for 6 transferred within six months after that corporation or that trust has acquired the Designated Securities pursuant to an offer made under Section 275 of the SFA except: (1i) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises or to any person arising from an offer that is made on terms that such rights referred to in Section 275(1A) or interest are acquired at a consideration Section 276(4)(i)(B) of not less than S$200,000 the SFA; (or its equivalent in a foreign currency) for each transaction (whether such amount is to be paid for in cash or by exchange of securities or other assets), (3ii) where no consideration is or will be given for the transfer, ; (4iii) where the transfer is by operation of law, ; or (5iv) as specified in Section 276(7) of the SFA. Underwriters: CIBC World Markets Corp., or Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Scotia Capital (6USA) as specified in Regulation 32.Inc., TD Securities (USA) LLC, National Bank of Canada Financial Inc., RBC Capital Markets, LLC, BMO Capital Markets Corp., BNP PARIBAS, Casgrain & Company Limited, Desjardins Securities Inc., Deutsche Bank AG, London Branch, HSBC Securities (USA) Inc., X.X. Xxxxxx Securities plc, Mitsubishi UFJ Securities (USA), Inc., The Royal Bank of Scotland plc, Société Générale Representative: CIBC World Markets Corp., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Scotia Capital (USA) Inc., and TD Securities (USA) LLC Stabilizing Manager: CIBC World Markets Corp.

Singapore. The prospectus supplement Prospectus Supplement and the attached Base Prospectus have not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the prospectus supplementProspectus Supplement, the attached Base Prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Designated Securities may not be circulated or distributed, nor may the Designated Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined in under Section 4A 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”)) under Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA ) pursuant to Section 275(1) of the SFA), or any person pursuant to Section 275(1A) of the SFA), and in accordance with the conditions specified in Section 275 275, of the SFA SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to conditions set forth in the SFA. Where the Designated Securities are subscribed or purchased under Section 275 of the SFA by a relevant person which is is: (A) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, the securities (as defined in Section 239(1) of the SFA) of that corporation shall not be transferable for 6 months after that corporation has acquired the Designated Securities under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer in that corporation’s securities pursuant to Section 275(1A) of the SFA, (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, ; or (6B) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore (“Regulation 32”). Where the Designated Securities are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee is not an accredited investor (as defined in Section 4A of the SFA)investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for 6 transferred within six months after that corporation or that trust has acquired the Designated Securities pursuant to an offer made under Section 275 of the SFA except: (1i) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises or to any person arising from an offer that is made on terms that such rights referred to in Section 275(1A) or interest are acquired at a consideration Section 276(4)(i)(B) of not less than S$200,000 the SFA; (or its equivalent in a foreign currency) for each transaction (whether such amount is to be paid for in cash or by exchange of securities or other assets), (3ii) where no consideration is or will be given for the transfer, ; (4iii) where the transfer is by operation of law, ; or (5iv) as specified in Section 276(7) of the SFA. Underwriters: BMO Capital Markets Corp., Deutsche Bank AG, London Branch, Merrill Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Scotia Capital (USA) Inc., CIBC World Markets Corp., National Bank of Canada Financial Inc., RBC Capital Markets, LLC, TD Securities (USA) LLC, BNP PARIBAS, Casgrain & Company Limited, Desjardins Securities Inc., HSBC Securities (USA) Inc., X.X. Xxxxxx Securities plc, MUFG Securities Americas Inc., Société Générale and The Royal Bank of Scotland plc Representatives: BMO Capital Markets Corp., Deutsche Bank AG, London Branch, Merrill Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Scotia Capital (USA) Inc. Stabilizing Manager: Scotia Capital (USA) Inc. Notices: All communications to the following Underwriters hereunder shall be effective only on receipt, and shall be delivered or sent by letter, facsimile transmission or telephone (but in the case of communication by telephone, with subsequent confirmation by letter or facsimile transmission) as follows: BMO Capital Markets Corp. 0 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Tel.: (000) 000-0000 Fax: (000) 000-0000 Attention: SSA Origination Deutsche Bank AG, London Branch Winchester House 1 Great Xxxxxxxxxx Xxxxxx Xxxxxx, XX0X 0XX Xxxxxx Xxxxxxx Attention: Syndicate Desk Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 00 Xxxxxxxxxxx Xxxxx XX0-000-00-00 Xxx Xxxx, Xxx Xxxx 00000 Tel.: (646) 855–0724 Fax: (000) 000-0000 Attention: High Grade Debt Capital Markets Transaction Management Group/Legal Scotia Capital (USA) Inc. 000 Xxxxx Xxxxxx New York, New York 10281 Tel.: (000) 000-0000 Fax: (000) 000-0000 Attention: Debt Capital Markets Syndicate CIBC World Markets Corp. 000 Xxxxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Tel.: (000) 000-0000 Fax: (000) 000-0000 Attention: Debt Capital Markets National Bank of Canada Financial Inc. 00 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Tel.: (000) 000-0000 Fax: (000) 000-0000 Attention: Debt Capital Market RBC Capital Markets, LLC Three World Financial Center 000 Xxxxx Xxxxxx New York, New York 10281 Tel: (000) 000-0000 Fax: (000) 000-0000 Attention: Jigme Shingsar TD Securities (USA) LLC 00 Xxxx 00xx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Tel.: (000) 000-0000 Fax: (000) 000-0000 Attention: Debt Capital Markets Syndicate BNP PARIBAS 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Tel.: (000) 000-0000 Fax: (000) 000-0000 Attention: Syndicate Desk Casgrain & Company Limited 0000 XxXxxx Xxxxxxx Avenue, 21st Floor Montreal, Québec H3B 4G7 Canada Tel.: (000) 000-0000 Fax: (000) 000-0000 Attention: Xxxxxx Xxxxxxxx Xxxxxxxxxx Securities Inc. 0000 Xxxx Xxxxxx, Xxxxx 000 Xxxxxxxx, Xxxxxx X0X 0X0 Xxxxxx Tel.: (000) 000-0000 Fax: (000) 000-0000 Attention: Debt Capital Markets HSBC Securities (USA) Inc. 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Tel.: (000) 000-0000 Fax: (000) 000-0000 Attention: Transaction Management X.X. Xxxxxx Securities plc 00 Xxxx Xxxxxx Xxxxxx Xxxxx Xxxxxx X00 0XX Xxxxxx Xxxxxxx Fax: +00 00 0000 0000 Email: Xxxx_xx_XXXX_XXXX@xxxxxxxx.xxx Attention: Head of Debt Syndicate and Head of EMEA Debt Capital Markets Group, Legal Mitsubishi UFJ Securities (USA), Inc. 0000 Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Tel.: (000) 000-0000 Attention: Capital Markets Group Société Générale 00 xxxxxxxxx Xxxxxxxxx 00000 Xxxxx Xxxxxx Fax: (000) 000-0000 Attention: High Grade Syndicate Desk The Royal Bank of Scotland plc 000 Xxxxxxxxxx Xxxxxxxxx Xxxxxxxx, Xxxxxxxxxxx 00000 Fax: 000-000-0000 Attention: Debt Capital Markets Syndicate Closing Date: January 31, 2017 In addition to the provisions of “Selling Restrictions” above, each Underwriter, on behalf of itself and each of its affiliates that participate in the initial distribution of the Designated Securities, severally represents to and agrees with Québec that it has not offered, sold or delivered and it will not offer, sell or deliver, directly or indirectly, any of the Designated Securities, and has not distributed and will not distribute the Prospectus, the Prospectus Supplement or any other offering material relating to the Designated Securities, in or from any jurisdiction except under circumstances that, to the best of its knowledge and belief, will result in compliance with the applicable laws and regulations thereof and which will not impose any obligations on Québec except as contained in this Terms Agreement or in the Underwriting Agreement Standard Provisions. In addition, each Underwriter agrees with Québec to cause each member of the selling group to agree to comply with the restrictions on offers and sales of the Designated Securities set forth in this Terms Agreement. Without prejudice to the provisions of Section 1(b)(iii) of the Underwriting Agreement Standard Provisions, the provisions of “Selling Restrictions” above and the immediately preceding paragraph, and except for registration under the 1933 Act and compliance with the Rules and Regulations and the qualification of the Designated Securities for offer and sale and the determination of their eligibility for investment under the applicable securities laws of such jurisdictions within the United States as the Underwriters or Representative may designate pursuant to Section 3(e) of the Underwriting Agreement Standard Provisions, Québec shall not have any responsibility for, and each Underwriter agrees with Québec that each such Underwriter and its respective affiliates will obtain, any consent, approval or authorization required by them for the subscription, offer, sale or delivery by them of any of the Designated Securities under the laws and regulations in force in any jurisdiction to which they are subject or in or from which they make such subscription, offer, sale or delivery of any of the Designated Securities. Other than (i) the Prospectus and any document incorporated by reference therein, (ii) any other document forming part of the Pricing Disclosure Package or (6iii) as specified in Regulation 32.contemplated by Section 4(b) of the Underwriting Agreement

Singapore. The prospectus supplement Prospectus Supplement and the attached Base Prospectus have not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the prospectus supplementProspectus Supplement, the attached Base Prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Designated Securities may not be circulated or distributed, nor may the Designated Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons any person in Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act, Act (Chapter 289 of Singapore (the “SFA”)) under pursuant to Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to conditions set forth in the SFA. Where the Designated Securities are subscribed or purchased under Section 275 of the SFA by a relevant person which is is: (A) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (B) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, the securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for 6 transferred within six months after that corporation or that trust has acquired the Designated Securities pursuant to an offer made under Section 275 of the SFA except: (1i) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises or to any person arising from an offer referred to in that corporation’s securities pursuant to Section 275(1A) or Section 276(4)(i)(B) of the SFA, ; (3ii) where no consideration is or will be given for the transfer, ; (4iii) where the transfer is by operation of law, ; (5iv) as specified in Section 276(7) of the SFA, ; or (6v) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore (“Regulation 32”). Where the Designated Securities are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee is not an accredited investor (as defined in Section 4A of the SFA)) whose sole purpose is to hold investments and each beneficiary of the trust is an accredited investor, the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for 6 months after that trust has acquired the Designated Securities under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer that is made on terms that such rights or interest are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction (whether such amount is to be paid for in cash or by exchange of securities or other assets), (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32Singapore.

Singapore. The prospectus supplement Prospectus Supplement and the attached Base Prospectus have not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the prospectus supplementProspectus Supplement, the attached Base Prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Designated Securities may not be circulated or distributed, nor may the Designated Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined in under Section 4A 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”)) under Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA ) pursuant to Section 275(1) of the SFA), or any person pursuant to Section 275(1A) of the SFA), and in accordance with the conditions specified in Section 275 275, of the SFA SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to conditions set forth in the SFA. Where the Designated Securities are subscribed or purchased under Section 275 of the SFA by a relevant person which is is: (A) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, the securities (as defined in Section 239(1) of the SFA) of that corporation shall not be transferable for 6 months after that corporation has acquired the Designated Securities under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer in that corporation’s securities pursuant to Section 275(1A) of the SFA, (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, ; or (6B) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore (“Regulation 32”). Where the Designated Securities are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee is not an accredited investor (as defined in Section 4A of the SFA)investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for 6 transferred within six months after that corporation or that trust has acquired the Designated Securities pursuant to an offer made under Section 275 of the SFA except: (1i) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises or to any person arising from an offer that is made on terms that such rights referred to in Section 275(1A) or interest are acquired at a consideration Section 276(4)(i)(B) of not less than S$200,000 the SFA; (or its equivalent in a foreign currency) for each transaction (whether such amount is to be paid for in cash or by exchange of securities or other assets), (3ii) where no consideration is or will be given for the transfer, ; (4iii) where the transfer is by operation of law, ; or (5iv) as specified in Section 276(7) of the SFA. Underwriters: [ ] Representative: [ ] Stabilizing Manager: [ ] Notices: All communications to the following Underwriters hereunder shall be effective only on receipt, and shall be delivered or sent by letter, facsimile transmission or telephone (6but in the case of communication by telephone, with subsequent confirmation by letter or facsimile transmission) as specified in Regulation 32.follows: [ ]

Singapore. The This prospectus supplement and the attached Base Prospectus accompanying prospectus have not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the this prospectus supplement, the attached Base Prospectus accompanying prospectus, any free writing prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Designated Securities Series E Debentures may not be circulated or distributed, nor may the Designated Securities Series E Debentures be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined in under Section 4A 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”)) under Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA ) pursuant to Section 275(1) of the SFA), or any person pursuant to Section 275(1A) of the SFA), and in accordance with the conditions specified in Section 275 of the SFA SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to conditions set forth in the SFA. Where the Designated Securities Series E Debentures are subscribed or purchased under Section 275 of the SFA by a relevant person which is is: (a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor); or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, the securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for transferred within 6 months after that corporation or that trust has acquired the Designated Securities Series E Debentures pursuant to an offer made under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises or any person arising from an offer referred to in that corporation’s securities pursuant to Section 275(1A) or Section 276(4)(i)(B) of the SFA, ; (32) where no consideration is or will be given for the transfer, ; (43) where the transfer is by operation of law, ; (54) as specified in Section 276(7) of the SFA, ; or (65) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore (“Regulation 32”). Where the Designated Securities are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee is not an accredited investor (as defined in Section 4A of the SFA)) whose sole purpose is to hold investments and each beneficiary of the trust is an accredited investor, the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for 6 months after that trust has acquired the Designated Securities under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer that is made on terms that such rights or interest are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction (whether such amount is to be paid for in cash or by exchange of securities or other assets), (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32Singapore.

Singapore. The prospectus supplement Prospectus Supplement and the attached Base Prospectus accompanying prospectus have not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the Prospectus Supplement and the accompanying prospectus supplement, the attached Base Prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Designated Securities Notes may not be circulated or distributed, nor may the Designated Securities Notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined in under Section 4A 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”)) under Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA ) pursuant to Section 275(1) of the SFA), or any person pursuant to Section 275(1A) of the SFA), and in accordance with the conditions conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to compliance with the conditions set forth in the SFA. Where the Designated Securities Notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is is: (a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFAinvestor)) , the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, ; or (b) a trust (where the securities (as defined in Section 239(1trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the SFA) trust is an individual who is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for 6 within six months after that corporation or that trust has acquired the Designated Securities Notes pursuant to an offer made under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer in that corporation’s securities pursuant to Section 275(1A) ), and in accordance with the conditions, specified in Section 275 of the SFA, ; (32) where no consideration is or will be given for the transfer, ; or (43) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore (“Regulation 32”). Where the Designated Securities are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee is not an accredited investor (as defined in Section 4A of the SFA)) whose sole purpose is to hold investments and each beneficiary of the trust is an accredited investor, the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for 6 months after that trust has acquired the Designated Securities under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer that is made on terms that such rights or interest are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction (whether such amount is to be paid for in cash or by exchange of securities or other assets), (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32.

Singapore. The prospectus supplement and the attached Base This Prospectus have Supplement has not been registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act (Chapter 289 of Singapore) (the “SFA”). Accordingly, this Prospectus Supplement and the prospectus supplement, the attached Base accompanying Prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Designated Securities may not be circulated or distributed, nor may the Designated Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to any persons in Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”)) under pursuant to Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA ) pursuant to Section 275(1) of the SFA), or any person pursuant to an offer referred to in Section 275(1A) of the SFA, and in accordance with the conditions applicable conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to conditions set forth in the SFA. Where the Designated Securities are subscribed or purchased under Section acquired pursuant to an offer made in reliance on section 275 of the SFA by a relevant person as defined in Section 275(2) of the SFA which is is: (a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, the securities (as defined in Section 239(1) shares, debentures and units of the SFA) shares and debentures of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for within 6 months after that corporation or that trust has acquired the Designated Securities under Section 275 of the SFA shares except: (1) to an institutional investor (under Section 274 of the SFA SFA) or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer SFA or which arises from an offer referred to in that corporation’s securities pursuant to Section 275(1A) of the SFA, SFA (3in the case of that corproation) or Section 276(4)(i)(B) of the SFA (in the case of that trust); (2) where no consideration is or will be given for the transfer, ; (43) where the transfer is by operation of law, ; (54) as specified in Section 276(7) of the SFA, ; or (65) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore Singapore. The Designated Securities have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended; the “Regulation 32FIEA”). Where the Designated Securities are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee is not an accredited investor (as defined in Section 4A of the SFA)) whose sole purpose is to hold investments and each beneficiary of the trust is an accredited investorAccordingly, the beneficiaries’ rights and interest (howsoever described) in that trust shall Notes may not be transferable offered or sold, directly or indirectly, in Japan or to, or for 6 months after that trust has acquired the Designated Securities benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under Section 275 the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the SFA except: (1) benefit of, a resident of Japan, except pursuant to an institutional investor under Section 274 exemption from the registration requirements of, and otherwise in compliance with, the FIEA and any other applicable laws, regulations and ministerial guidelines of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer that is made on terms that such rights or interest are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction (whether such amount is to be paid for in cash or by exchange of securities or other assets), (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32Japan.

Singapore. The prospectus supplement Each Dealer acknowledges, and each further Dealer appointed under the attached Base Programme will be required to acknowledge, that this Prospectus have has not been registered as a prospectus with the Monetary Authority of SingaporeSingapore and the Covered Bonds will be offered pursuant to exemptions under the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”). Accordingly, each Dealer represents, warrants and agrees, and each further Dealer appointed under the prospectus supplementProgramme will be required to represent, warrant and agree, that it has not offered or sold any Covered Bonds or caused the attached Base Covered Bonds to be made the subject of an invitation for subscription or purchase and will not offer or sell any Covered Bonds or cause the Covered Bonds to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, this Prospectus and or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Designated Securities may not be circulated or distributed, nor may the Designated Securities be offered or sold, or be made the subject of an invitation for subscription or purchaseCovered Bonds, whether directly or indirectly, to persons any person in Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”)) under pursuant to Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to conditions set forth in the SFA. Where the Designated Securities Covered Bonds are subscribed or purchased under Section 275 of the SFA by a relevant person which is a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, the securities (as defined in Section 239(1) of the SFA) of that corporation shall not be transferable for 6 months after that corporation has acquired the Designated Securities under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer in that corporation’s securities pursuant to Section 275(1A) of the SFA, (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore (“Regulation 32”). Where the Designated Securities are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee is not an accredited investor (as defined in Section 4A of the SFA)) whose sole purpose is to hold investments and each beneficiary of the trust is an accredited investor, the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for 6 months after that trust has acquired the Designated Securities under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer that is made on terms that such rights or interest are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction (whether such amount is to be paid for in cash or by exchange of securities or other assets), (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32.is:

Singapore. The prospectus supplement and the attached Base Prospectus have has not been registered as a prospectus with the Monetary Authority of Singapore, and the Covered Bonds will be offered pursuant to exemptions under the Securities and Futures Act (Chapter 289) of Singapore, as modified or amended from time to time (the “SFA”). Accordingly, each Dealer represents, warrants and agrees, and each further Dealer appointed under the prospectus supplementProgramme will be required to represent, warrant and agree, that it has not offered or sold any Covered Bonds or caused the attached Base Prospectus and any other document or material in connection with Covered Bonds to be made the offer or sale, or subject of an invitation for subscription or purchase, of purchase and will not offer or sell any Covered Bonds or cause the Designated Securities may not be circulated or distributed, nor may the Designated Securities be offered or sold, or Covered Bonds to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, the Base Prospectus or any other document or material in connection with the offer or sale or invitation for subscription or purchase of the Covered Bonds, whether directly or indirectly, to persons any person in Singapore other than than: (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”)) under pursuant to Section 274 of the SFA, ; (ii) to a relevant person (as defined in Section 275(2) of the SFA SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA SFA; or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to conditions set forth in the SFA. Where the Designated Securities Covered Bonds are subscribed or purchased under Section 275 of the SFA by a relevant person which is a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, the securities (as defined in Section 239(1) of the SFA) of that corporation shall not be transferable for 6 months after that corporation has acquired the Designated Securities under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer in that corporation’s securities pursuant to Section 275(1A) of the SFA, (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore (“Regulation 32”). Where the Designated Securities are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee is not an accredited investor (as defined in Section 4A of the SFA)) whose sole purpose is to hold investments and each beneficiary of the trust is an accredited investor, the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for 6 months after that trust has acquired the Designated Securities under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer that is made on terms that such rights or interest are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction (whether such amount is to be paid for in cash or by exchange of securities or other assets), (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32.is:

Singapore. (i) The prospectus supplement Prospectus Supplement and the attached Base accompanying Prospectus relating to this offering have not been and will not be registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act (Chapter 289 of Singapore) (the “SFA”). Accordingly, each Underwriter has not offered or sold any Securities or caused the prospectus supplementSecurities to be made the subject of an invitation for subscription or purchase and will not offer or sell any Securities or cause the Securities to be made the subject of an invitation for subscription or purchase, the attached Base and has not circulated or distributed, nor will it circulate or distribute, such Prospectus Supplement and accompanying Prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Designated Securities may not be circulated or distributed, nor may the Designated Securities be offered or sold, or be made the subject of an invitation for subscription or purchaseSecurities, whether directly or indirectly, to persons in Singapore other than (i1) to an institutional investor (as defined in Section 4A of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”)) under Section 274 of the SFA, (ii2) to a relevant person (as defined in Section 275(2) of the SFA ) pursuant to Section 275(1) of the SFAperson, or any person pursuant to Section 275(1A) of the SFA), and in accordance with the conditions conditions, specified in Section 275 of the SFA or (iii3) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, . (ii) Each Underwriter will notify (whether through the distribution of the Prospectus Supplement and accompanying Prospectus relating to this offering or otherwise) each of the following relevant persons specified in each case subject to conditions set forth in the SFA. Where the Designated Securities are subscribed or purchased under Section 275 of the SFA by which has subscribed or purchased Securities from or through that Underwriter, namely a relevant person which is (1) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, the securities (as defined in Section 239(1) of the SFA) of that corporation shall not be transferable for 6 months after that corporation has acquired the Designated Securities under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer in that corporation’s securities pursuant to Section 275(1A) of the SFA, (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore (“Regulation 32”). Where the Designated Securities are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee is not an accredited investor (as defined in Section 4A of the SFA)investor) whose sole purpose is to hold investments and each beneficiary of the trust is an accredited investor, that shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for 6 months after that corporation or that trust has acquired the Designated Securities under Section 275 of the SFA except: (13) to an institutional investor (for corporations, under Section 274 of the SFA SFA) or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from or to any person pursuant to an offer that is made on terms that such shares, debentures and units of shares and debentures of that corporation or such rights or and interest in that trust are acquired at a consideration of not less than S$200,000 $200,000 (or its equivalent in a foreign currency) for each transaction (transaction, whether such amount is to be paid for in cash or by exchange of securities or other assets), and further for corporations, in accordance with the conditions specified in Section 275 of the SFA, (34) where no consideration is or will be given for the transfer, or (45) where the transfer is by operation of law. Please confirm that the foregoing correctly sets forth the agreement among the Company and the several Underwriters. By: /s/ Le Xxx Xxxxx Name: Le Xxx Xxxxx Title: Assistant Treasurer Confirmed as of the date first above mentioned on behalf of itself and the other several Underwriters named in Schedule I hereto. CITIGROUP GLOBAL MARKETS INC. as Representative of the several Underwriters By: /s/ Xxxx X. XxXxxxxxx, Xx. Name: Xxxx X. XxXxxxxxx, Xx. Title: Managing Director 1,500,000 Depositary Shares, Each Representing a 1/25th Interest in a Share of 5.800% Fixed Rate/Floating Rate Noncumulative Preferred Stock, Series N Citigroup Global Markets Inc. 1,031,250 Credit Agricole Securities (5USA) as specified Inc. 37,500 Deutsche Bank Securities Inc. 37,500 Xxxxxxx, Sachs & Co. 37,500 HSBC Securities (USA) Inc. 37,500 ING Financial Markets LLC 37,500 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 37,500 Natixis Securities Americas LLC 37,500 UBS Securities LLC 37,500 Xxxxx Fargo Securities, LLC 37,500 Banca IMI S.p.A. 7,500 CIBC World Markets Corp. 7,500 Commerz Markets LLC 7,500 Lloyds Securities Inc. 7,500 Mizuho Securities USA Inc. 7,500 Mitsubishi UFJ Securities (USA), Inc. 7,500 RBC Capital Markets, LLC 7,500 Santander Investment Securities Inc. 7,500 Scotia Capital (USA) Inc. 7,500 Skandinaviska Enskilda Xxxxxx XX (publ) 7,500 SMBC Nikko Securities America, Inc. 7,500 TD Securities (USA) LLC 7,500 UniCredit Capital Markets LLC 7,500 CastleOak Securities, L.P. 3,750 Goto Capital Markets, Inc. 3,750 Xxxxxx & Company 3,750 Imperial Capital, LLC 3,750 MFR Securities, Inc. 3,750 Xxxxxxxx Financial Group, Inc. 3,750 Multi-Bank Securities, Inc. 3,750 Xxxxxx X. Xxxxxxx & Company, Inc. 3,750 The Xxxxxxxx Capital Group, L.P. 3,750 In connection with the offering of 1,500,000 depositary shares each representing a 1/25th interest in Section 276(7a share of 5.800% Fixed Rate/Floating Rate Noncumulative Preferred Stock, Series N ($1.00 par value) (the “Depositary Shares”) of Citigroup Inc. (the “Company”) through Citigroup Global Markets Inc. and the several underwriters named in Schedule I (the “Underwriters”) of the SFAunderwriting agreement, dated the date hereof, between the Company and Citigroup Global Markets Inc., as representative of the Underwriters (the “Underwriting Agreement”), I, Xxxxxxx X. Xxxxx, the Controller and Chief Accounting Officer of the Company, have been asked to deliver this certificate to the Underwriters pursuant to Section 8(h) of the Underwriting Agreement. Based on my examination of the Company financial records and schedules undertaken by myself or members of my staff who are responsible for the Company’s financial accounting matters, I hereby certify that: 1. I have reviewed (6a) the unaudited consolidated statement of income of the Company for the period ended September 30, 2014 included in Exhibit 99.1 and Exhibit 99.2 to the Current Report on Form 8-K dated October 14, 2014 of the Company and (b) the unaudited consolidated balance sheet of the Company as specified of September 30, 2014 included in Regulation 32Exhibit 99.2 to the Current Report on Form 8-K dated October 14, 2014 of the Company (together, the “Interim Financial Statements”). 2. The Interim Financial Statements are derived from the internal accounting records of the Company. 3. To the best of my knowledge, the Interim Financial Statements present fairly, in all material respects, the financial position of the Company at September 30, 2014 and the results of its operations for the quarter ended September 30, 2014. 4. To the best of my knowledge, the Interim Financial Statements (i) are in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the Company’s audited financial statements, and (ii) comply as to form in all material respects with the applicable accounting requirements of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the related rules and regulations adopted by the Securities and Exchange Commission. I am aware that this certificate is to assist the Underwriters in conducting and documenting their investigation of the affairs of the Company in connection with the offering and sale of the Depositary Shares.

Singapore. The prospectus supplement Prospectus Supplement and the attached Base Prospectus have not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the prospectus supplement, the attached Base Prospectus Supplement and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Designated Securities may not be circulated or distributed, nor may the Designated Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined in under Section 4A 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”)) under Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA ) pursuant to Section 275(1) of the SFA), or any person pursuant to Section 275(1A) of the SFA), and in accordance with the conditions specified in Section 275 275, of the SFA SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to conditions set forth in the SFA. Where the Designated Securities are subscribed or purchased under Section 275 of the SFA by a relevant person which is is: (A) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, the securities (as defined in Section 239(1) of the SFA) of that corporation shall not be transferable for 6 months after that corporation has acquired the Designated Securities under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer in that corporation’s securities pursuant to Section 275(1A) of the SFA, (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, ; or (6B) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore (“Regulation 32”). Where the Designated Securities are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee is not an accredited investor (as defined in Section 4A of the SFA)investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for 6 transferred within six months after that corporation or that trust has acquired the Designated Securities pursuant to an offer made under Section 275 of the SFA except: (1i) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises or to any person arising from an offer that is made on terms that such rights referred to in Section 275(1A) or interest are acquired at a consideration Section 276(4)(i)(B) of not less than S$200,000 the SFA; (or its equivalent in a foreign currency) for each transaction (whether such amount is to be paid for in cash or by exchange of securities or other assets), (3ii) where no consideration is or will be given for the transfer, ; (4iii) where the transfer is by operation of law, ; or (5iv) as specified in Section 276(7) of the SFA. Underwriters: Xxxxxxx Lynch, or Pierce, Xxxxxx & Xxxxx Incorporated; HSBC Securities (6USA) as specified in Regulation 32Inc.; National Bank Financial Inc.; TD Securities (USA) LLC; BMO Capital Markets Corp.; CIBC World Markets Corp.; RBC Capital Markets, LLC; Scotia Capital (USA) Inc.; Mitsubishi UFJ Securities (USA), Inc.; BNP PARIBAS; Casgrain & Company Limited; Deutsche Bank AG, London Branch; X.X. Xxxxxx Securities plc; RBS Securities Inc.; SG Americas Securities, LLC and Desjardins Securities Inc. Representative: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated; HSBC Securities (USA) Inc.; National Bank Financial Inc.; TD Securities (USA) LLC. Stabilizing Manager: TD Securities (USA) LLC will be the sole Stabilizing Manager on FCA/ICMA (International Capital Market Association) terms.

Singapore. The prospectus supplement and the attached Base Prospectus accompanying prospectus have not been and will not be registered as a prospectus with under the Securities and Futures Act 2001 (the “SFA”) by the Monetary Authority of Singapore, and the offer of the Designated Securities in Singapore is made primarily pursuant to the exemptions under Sections 274 and 275 of the SFA. Accordingly, the prospectus supplement, supplement and the attached Base Prospectus accompanying prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Designated Securities may not be circulated or distributed, nor may the Designated Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons any person in Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act, Chapter 289 of Singapore SFA (the an “SFAInstitutional Investor”)) under pursuant to Section 274 of the SFA, (ii) to a an accredited investor as defined in Section 4A of the SFA (an “Accredited Investor”) or other relevant person (as defined in Section 275(2) of the SFA (a “Relevant Person”) and pursuant to Section 275(1) of the SFA, or to any person pursuant to an offer referred to in Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA and (where applicable) Regulation 3 of the Securities and Futures (Classes of Investors) Regulations 2018, or (iii) otherwise pursuant to, and in accordance with with, the conditions of, of any other applicable exemption or provision of the SFA, in each case subject to conditions set forth in . It is a condition of the SFA. Where offer that where the Designated Securities are subscribed for or purchased under acquired pursuant to an offer made in reliance on Section 275 of the SFA by a relevant person Relevant Person which is a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, the securities (as defined in Section 239(1) of the SFA) of that corporation shall not be transferable for 6 months after that corporation has acquired the Designated Securities under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer in that corporation’s securities pursuant to Section 275(1A) of the SFA, (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore (“Regulation 32”). Where the Designated Securities are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee is not an accredited investor (as defined in Section 4A of the SFA)) whose sole purpose is to hold investments and each beneficiary of the trust is an accredited investor, the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for 6 months after that trust has acquired the Designated Securities under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer that is made on terms that such rights or interest are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction (whether such amount is to be paid for in cash or by exchange of securities or other assets), (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32.is:

Singapore. The prospectus supplement and Each Dealer acknowledges that the attached Base Prospectus have has not been and will not be registered as a prospectus with the Monetary Authority of Singapore. Accordingly, each Dealer represents and agrees that it has not offered or sold any Notes or caused the prospectus supplement, Notes to be made the attached Base Prospectus and any other document or material in connection with the offer or sale, or subject of an invitation for subscription or purchase, of the Designated Securities may purchase and it will not be circulated offer or distributed, nor may the Designated Securities be offered sell any Notes or sold, or cause any Notes to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, the Base Prospectus or any other document or material in connection with the offer or sale or invitation for subscription or purchase of any Notes, whether directly or indirectly, to persons any person in Singapore other than (i1) to an institutional investor (as defined in Section 4A of the Securities and Futures Act, Act (Chapter 289 of Singapore Singapore) (as amended, the “SFA”)) under pursuant to Section 274 of the SFA, (ii2) to a relevant person (as defined in Section 275(2) of the SFA SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA SFA, or (iii3) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to conditions set forth in the SFA. Where the Designated Securities Notes are subscribed or purchased under Section 275 of the SFA by a relevant person (as defined in Section 275(2) of the SFA) which is is: (a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, the securities ; or (as defined in Section 239(1b) of the SFA) of that corporation shall not be transferable for 6 months after that corporation has acquired the Designated Securities under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer in that corporation’s securities pursuant to Section 275(1A) of the SFA, (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore (“Regulation 32”). Where the Designated Securities are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee is not an accredited investor (as defined in Section 4A of the SFA)investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, securities or securities-based derivatives contracts (each term as defined in Section 2(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) described in that trust shall not be transferable for 6 transferred within six months after that corporation or that trust has acquired the Designated Securities Notes pursuant to an offer made under Section 275 of the SFA except: : (1i) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises or to any person arising from an offer that is made on terms that such rights referred to in Section 275(1A) or interest are acquired at a consideration Section 276(4)(i)(B) of not less than S$200,000 the SFA; (or its equivalent in a foreign currency) for each transaction (whether such amount is to be paid for in cash or by exchange of securities or other assets), (3ii) where no consideration is or will be given for the transfer, ; (4iii) where the transfer is by operation of law, ; (5iv) as specified in Section 276(7) of the SFA, or ; or (6v) as specified in Regulation 3237A of the Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018 of Singapore.

Singapore. The prospectus supplement Prospectus Supplement and the attached Base Prospectus accompanying prospectus have not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the Prospectus Supplement and the accompanying prospectus supplement, the attached Base Prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Designated Securities Notes may not be circulated or distributed, nor may the Designated Securities Notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined in under Section 4A 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”)) under Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA ) pursuant to Section 275(1) of the SFA), or any person pursuant to Section 275(1A) of the SFA), and in accordance with the conditions conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to compliance with the conditions set forth in the SFA. Where the Designated Securities Notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is is: (a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFAinvestor)) , the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, ; or (b) a trust (where the securities (as defined in Section 239(1trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the SFA) trust is an individual who is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for 6 within six months after that corporation or that trust has acquired the Designated Securities Notes pursuant to an offer made under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer in that corporation’s securities pursuant to Section 275(1A) ), and in accordance with the conditions, specified in Section 275 of the SFA, ; (32) where no consideration is or will be given given for the transfer, ; or (43) where the transfer is by operation of law, . Singapore Securities and Futures Act Product Classification-Solely for the purposes of its obligations pursuant to sections 30913(1)(a) and 30913(1) (5) as specified in Section 276(7c) of the SFA, or the issuer has determined, and hereby notifies all relevant persons (6as defined in Section 309A of the SFA) that the notes are “prescribed capital markets products” (as specified defined in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and DebenturesCapital Markets Products) Regulations 2005 of Singapore (“Regulation 32”). Where the Designated Securities are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee is not an accredited investor 2018) and Excluded Investment Products (as defined in Section 4A MAS Notice SFA 04-N12: Notice on the Sale of the SFAInvestment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products)) whose sole purpose is to hold investments and each beneficiary of the trust is an accredited investor, the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for 6 months after that trust has acquired the Designated Securities under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer that is made on terms that such rights or interest are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction (whether such amount is to be paid for in cash or by exchange of securities or other assets), (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32.

Singapore. The prospectus supplement Each Dealer acknowledges, and each further Dealer appointed under the attached Base Prospectus have Programme will be required to acknowledge, that the Offering Circular has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, each Dealer represents, warrants and agrees, and each further Dealer appointed under the prospectus supplementProgramme will be required to represent, warrant and agree, that it has not offered or sold any Instruments or caused such Instruments to be made the subject of an invitation for subscription or purchase and will not offer or sell such Instruments or cause such Instruments to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, the attached Base Prospectus and Offering Circular or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Designated Securities may not be circulated or distributed, nor may the Designated Securities be offered or sold, or be made the subject of an invitation for subscription or purchaseInstruments, whether directly or indirectly, to persons any person in Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures ActAct (Chapter 289) of Singapore, Chapter 289 of Singapore as modified or amended from time to time (the “SFA”)) under pursuant to Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. [MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET MARKET – Solely for the purposes of [the/each] manufacturer’s product approval process, the target market assessment in each case subject to conditions set forth in the SFA. Where the Designated Securities are subscribed or purchased under Section 275 respect of the SFA by a relevant person which Notes has led to the conclusion that: (i) the target market for the Notes is a corporation (which is not an accredited investor (eligible counterparties and professional clients only, each as defined in Section 4A [Directive 2014/65/EU (as amended, “MiFID II”)][MiFID II]; and (ii) all channels for distribution of the SFANotes to eligible counterparties and professional clients are appropriate. [Consider any negative target market.] Any person subsequently offering, selling or recommending the Notes (a “distributor”) should take into consideration the manufacturer[’s/s’] target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer[’s/s’] target market assessment) and determining appropriate distribution channels.] Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”) or in the United Kingdom (the “UK”). For these purposes, a retail investor means a person who is one (or more) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, the securities of: (i) a retail client as defined in Section 239(1point (11) of the SFAArticle 4(1) of MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97 (the “Insurance Distribution Directive”), where that corporation shall customer would not be transferable for 6 months after that corporation has acquired the Designated Securities under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to qualify as a relevant person (professional client as defined in Section 275(2point (10) of the SFA), (2) where such transfer arises from an offer in that corporation’s securities pursuant to Section 275(1AArticle 4(1) of the SFA, (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore (“Regulation 32”). Where the Designated Securities are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee is not an accredited investor (as defined in Section 4A of the SFA)) whose sole purpose is to hold investments and each beneficiary of the trust is an accredited investor, the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for 6 months after that trust has acquired the Designated Securities under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer that is made on terms that such rights or interest are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction (whether such amount is to be paid for in cash or by exchange of securities or other assets), (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32.MiFID

Singapore. The prospectus supplement and the attached Base Prospectus accompanying prospectus have not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the prospectus supplement, the attached Base Prospectus accompanying prospectus, any free writing prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Designated Securities Series E Preferred Stock may not be circulated or distributed, nor may the Designated Securities Depositary Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined in under Section 4A 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”)) under Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA ) pursuant to Section 275(1) of the SFA), or any person pursuant to Section 275(1A) of the SFA), and in accordance with the conditions specified in Section 275 of the SFA SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to conditions set forth in the SFA. Where the Designated Securities Depositary Shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is is: (a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, the securities (as defined in Section 239(1) of the SFA) of that corporation shall not be transferable for 6 months after that corporation has acquired the Designated Securities under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer in that corporation’s securities pursuant to Section 275(1A) of the SFA, (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, ; or (6b) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore (“Regulation 32”). Where the Designated Securities are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee is not an accredited investor (as defined in Section 4A of the SFA)investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for transferred within 6 months after that corporation or that trust has acquired the Designated Securities Depositary Shares pursuant to an offer made under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises or any person arising from an offer that is made on terms that such rights referred to in Section 275(1A) or interest are acquired at a consideration Section 276(4)(i)(B) of not less than S$200,000 the SFA; (or its equivalent in a foreign currency) for each transaction (whether such amount is to be paid for in cash or by exchange of securities or other assets), (32) where no consideration is or will be given for the transfer, ; or (43) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32.

Singapore. The prospectus supplement Prospectus Supplement, the Prospectus and the attached Base Prospectus this term sheet have not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the prospectus supplementProspectus Supplement, the attached Base Prospectus and this term sheet and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Designated Securities Notes may not be circulated or distributed, nor may the Designated Securities Notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”)) under Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA ) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to conditions set forth in the SFA. Where the Designated Securities Notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, the securities (as defined in Section 239(1) of the SFA) of that corporation shall not be transferable for 6 months after that corporation has acquired the Designated Securities Notes under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer in that corporation’s securities pursuant to Section 275(1A) of the SFA, (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore (“Regulation 32”). Where the Designated Securities Notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee is not an accredited investor (as defined in Section 4A of the SFA)) whose sole purpose is to hold investments and each beneficiary of the trust is an accredited investor, the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for 6 months after that trust has acquired the Designated Securities Notes under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer that is made on terms that such rights or interest are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction (whether such amount is to be paid for in cash or by exchange of securities or other assets), (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32.

Singapore. (a) The prospectus supplement Lead Manager has acknowledged and agreed that the attached Base Prospectus have Offering Circular has not been registered as a prospectus with the Monetary Authority of Singapore. AccordinglySingapore and the Notes will only be offered pursuant to exemptions under the Securities and Futures Act, Chapter 289 of Singapore (as amended, the prospectus supplement“SFA”). The Lead Manager has represented, warranted and agreed that it has not offered or sold any Notes or caused any Notes to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, the attached Base Prospectus and Offering Circular or any other document or material in connection with the offer or sale, sale or invitation for subscription or purchase, purchase of the Designated Securities may not be circulated or distributed, nor may the Designated Securities be offered or sold, or be made the subject of an invitation for subscription or purchaseany Notes, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”)) under pursuant to Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA SFA, or (iii) otherwise than pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to conditions set forth in the SFA. . (b) Where the Designated Securities Notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is is: (i) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, ; or (ii) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, (iii) securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for 6 transferred within six months after that corporation or that trust has acquired the Designated Securities Notes pursuant to an offer made under Section 275 of the SFA except: : (1i) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises or to any person arising from an offer referred to in that corporation’s securities pursuant to Section 275(1A) or Section 276(4)(i)(B) of the SFA, ; (3ii) where no consideration is or will be given for the transfer, ; (4iii) where the transfer is by operation of law, ; (5iv) as specified in Section 276(7) of the SFA, or ; or (6v) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore (“Regulation 32”). Where the Designated Securities are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee is not an accredited investor (as defined in Section 4A of the SFA)) whose sole purpose is to hold investments and each beneficiary of the trust is an accredited investor, the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for 6 months after that trust has acquired the Designated Securities under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer that is made on terms that such rights or interest are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction (whether such amount is to be paid for in cash or by exchange of securities or other assets), (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32Singapore.

Singapore. The prospectus supplement and Each Dealer acknowledges that the attached Base Prospectus have has not been and will not be registered as a prospectus with the Monetary Authority of SingaporeSingapore and the Notes will be offered pursuant to exemptions under the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”). Accordingly, the prospectus supplement, the attached Base Prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Designated Securities Notes may not be circulated or distributed, nor may the Designated Securities Notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i1) to an institutional investor (as defined in Section 4A of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”)) under Section 274 of the SFA, ; (ii2) to a relevant person (as defined in Section 275(2) of the SFA ) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA or (iii3) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to conditions set forth in the SFA. Where the Designated Securities Notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is (a) a corporation (which is not an accredited investor investor) (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, the securities or securities-based derivatives contracts (each as defined in Section 239(12(1) of the SFA) of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for 6 months after that corporation or that trust has acquired the Designated Securities securities under Section 275 of the SFA except: (1: a) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises or to any person arising from an offer referred to in that corporation’s securities pursuant to Section 275(1A) or Section 276(4)(i)(B) of the SFA, (3; b) where no consideration is or will be given for the transfer, (4; c) where the transfer is by operation of law, (5; or d) as specified in Section 276(7) of the SFA, or (6; or e) as specified in Regulation 32 37A of the Securities and Futures (Offers of Investments) (Shares Investments)(Securities and DebenturesSecurities-based Derivatives Contracts) Regulations 2005 2018. To: Linde plc Linde Finance B.V. Dear Sir or Madam, We refer to the Dealer Agreement dated 3 August 2021 entered into in respect of Singapore the above Debt Issuance Programme and made between Linde plc, Linde Finance B.V. and the Dealers party thereto (which agreement, as amended, supplemented or restated from time to time, is herein referred to as the “Regulation 32Dealer Agreement”). Where the Designated Securities are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee is not an accredited investor (as defined in Section 4A of the SFA)) whose sole purpose is to hold investments and each beneficiary of the trust is an accredited investor, the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for 6 months after that trust has acquired the Designated Securities under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer that is made on terms that such rights or interest are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction (whether such amount is to be paid for in cash or by exchange of securities or other assets), (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32.