Common use of Stabilisation Clause in Contracts

Stabilisation. In connection with the issue of any Tranche of Notes, one or more relevant Dealers (the “Stabilisation Manager(s)”) (or persons acting on behalf of any Stabilisation Manager(s)) may over- allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However stabilisation may not necessarily occur. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the relevant Tranche of Notes is made and, if begun, may cease at any time, but it must end no later than the earlier of 30 days after the issue date of the relevant Tranche of Notes and 60 days after the date of the allotment of the relevant Tranche of Notes. Any stabilisation action or over- allotment must be conducted by the relevant Stabilisation Manager(s) (or person(s) acting on behalf of any Stabilisation Manager(s)) in accordance with all applicable laws and rules. TABLE OF CONTENTS Page DOCUMENTS INCORPORATED BY REFERENCE 8 OVERVIEW OF THE PROGRAMME 10 RISK FACTORS 16 FORM OF THE NOTES 73 FORM OF FINAL TERMS 79 FORM OF PRICING SUPPLEMENT 96 TERMS AND CONDITIONS OF THE NOTES 116 USE OF PROCEEDS 178 DESCRIPTION OF THE ISSUERS AND THE GROUP 179 BOOK-ENTRY CLEARANCE SYSTEMS 184 TAXATION 189 SUBSCRIPTION AND SALE AND TRANSFER AND SELLING RESTRICTIONS 202 GENERAL INFORMATION 215 DOCUMENTS INCORPORATED BY REFERENCE The following documents which have previously been published or are published simultaneously with this Prospectus and have been approved by the FCA or filed with it shall be incorporated in, and form part of, this Prospectus and the Base Prospectus set out in this Prospectus and approved by the FCA for the purpose of the Prospectus Directive:

Stabilisation. In connection with the issue of any Tranche of Notes, one or more relevant Dealers (the “Stabilisation Manager(s)”) (or persons acting on behalf of any Stabilisation Manager(s)) may over- allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However However, stabilisation may not necessarily occur. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the relevant Tranche of Notes is made and, if begun, may cease at any time, but it must end no later than the earlier of 30 days after the issue date of the relevant Tranche of Notes and 60 days after the date of the allotment of the relevant Tranche of Notes. Any stabilisation action or over- allotment must be conducted by the relevant Stabilisation Manager(s) (or person(s) acting on behalf of any Stabilisation Manager(s)) in accordance with all applicable laws and rules. TABLE OF CONTENTS Page DOCUMENTS INCORPORATED BY REFERENCE 8 12 OVERVIEW OF THE PROGRAMME 10 14 RISK FACTORS 16 19 FORM OF THE NOTES 73 65 FORM OF FINAL TERMS 79 71 FORM OF PRICING SUPPLEMENT 96 88 TERMS AND CONDITIONS OF THE NOTES 116 104 USE OF PROCEEDS 178 188 DESCRIPTION OF THE ISSUERS AND THE GROUP 179 189 REGULATION OF THE GROUP 195 BOOK-ENTRY CLEARANCE SYSTEMS 184 201 TAXATION 189 206 SUBSCRIPTION AND SALE AND TRANSFER AND SELLING RESTRICTIONS 202 220 GENERAL INFORMATION 215 233 DOCUMENTS INCORPORATED BY REFERENCE The following documents documents, which have previously been published or are published simultaneously with this Prospectus and have been approved by the FCA or filed with it published, shall be incorporated in, and form part of, this Prospectus and the Base Prospectus set out in this Prospectus and approved by the FCA for the purpose of the UK Prospectus DirectiveRegulation:

Stabilisation. In connection with the issue of any Tranche of Notes, one or more relevant Dealers (the “Stabilisation Manager(s)”) (or persons acting on behalf of any Stabilisation Manager(s)) may over- allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However stabilisation may not necessarily occur. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the relevant Tranche of Notes is made and, if begun, may cease at any time, but it must end no later than the earlier of 30 days after the issue date of the relevant Tranche of Notes and 60 days after the date of the allotment of the relevant Tranche of Notes. Any stabilisation action or over- allotment must be conducted by the relevant Stabilisation Manager(s) (or person(s) acting on behalf of any Stabilisation Manager(s)) in accordance with all applicable laws and rules. TABLE OF CONTENTS Page DOCUMENTS INCORPORATED BY REFERENCE 8 12 OVERVIEW OF THE PROGRAMME 10 14 RISK FACTORS 16 20 FORM OF THE NOTES 73 66 FORM OF FINAL TERMS 79 72 FORM OF PRICING SUPPLEMENT 96 95 TERMS AND CONDITIONS OF THE NOTES 116 118 USE OF PROCEEDS 178 238 DESCRIPTION OF THE ISSUERS AND THE GROUP 179 239 REGULATION OF THE GROUP 244 BOOK-ENTRY CLEARANCE SYSTEMS 184 249 TAXATION 189 254 SUBSCRIPTION AND SALE AND TRANSFER AND SELLING RESTRICTIONS 202 268 GENERAL INFORMATION 215 282 DOCUMENTS INCORPORATED BY REFERENCE The following documents documents, which have previously been published or are published simultaneously with this Prospectus and have been approved by the FCA or filed with it published, shall be incorporated in, and form part of, this Prospectus and the Base Prospectus set out in this Prospectus and approved by the FCA for the purpose of the UK Prospectus DirectiveRegulation:

Stabilisation. In connection with the issue of any Tranche of Notes, one or more relevant Dealers (the “Stabilisation Manager(s)”) (or persons acting on behalf of any Stabilisation Manager(s)) may over- allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However stabilisation may not necessarily occur. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the relevant Tranche of Notes is made and, if begun, may cease at any time, but it must end no later than the earlier of 30 days after the issue date of the relevant Tranche of Notes and 60 days after the date of the allotment of the relevant Tranche of Notes. Any stabilisation action or over- allotment must be conducted by the relevant Stabilisation Manager(s) (or person(s) acting on behalf of any Stabilisation Manager(s)) in accordance with all applicable laws and rules. THE UNITED KINGDOM’S WITHDRAWAL FROM THE EUROPEAN UNION On 31 January 2020 the United Kingdom ceased to be a member state of the European Union. The United Kingdom has now entered a transition period until 31 December 2020 (or such later date as may be agreed between the United Kingdom and the European Union), during which European Union law will continue to apply to the United Kingdom (the “Transition Period”). Once the Transition Period has ended, investors should be aware that United Kingdom law may diverge from European Union law. As at the date of this Prospectus, it is not possible for the Issuers to predict (i) the extent or materiality of any such divergence; (ii) the precise impact of any such divergence on the regulatory environment in which the Issuers and the Group operates; (iii) the impact of any such divergence on the Terms and Conditions of any Notes issued under the Programme, whether such Notes are issued in reliance upon this Prospectus, or otherwise (in the case of Exempt Notes); or (iv) the impact on the regulatory treatment of an investor holding any Notes issued under the Programme. Investors are urged to make their own assessment, and seek independent advice, regarding the impact of the UK’s exit from the European Union on their acquisition and/holding of any Notes issued under the Programme. TABLE OF CONTENTS Page DOCUMENTS INCORPORATED BY REFERENCE 8 12 OVERVIEW OF THE PROGRAMME 10 14 RISK FACTORS 16 20 FORM OF THE NOTES 73 57 FORM OF FINAL TERMS 79 63 FORM OF PRICING SUPPLEMENT 96 84 TERMS AND CONDITIONS OF THE NOTES 116 104 USE OF PROCEEDS 178 210 DESCRIPTION OF THE ISSUERS AND THE GROUP 179 211 REGULATION OF THE GROUP 217 BOOK-ENTRY CLEARANCE SYSTEMS 184 222 TAXATION 189 227 SUBSCRIPTION AND SALE AND TRANSFER AND SELLING RESTRICTIONS 202 241 GENERAL INFORMATION 215 254 DOCUMENTS INCORPORATED BY REFERENCE The following documents documents, which have previously been published or are published simultaneously with this Prospectus and have been approved by the FCA or filed with it published, shall be incorporated in, and form part of, this Prospectus and the Base Prospectus set out in this Prospectus and approved by the FCA for the purpose of the Prospectus DirectiveRegulation:

Stabilisation. In connection with the issue of any Tranche of Notes, one or more relevant Dealers (the “Stabilisation Manager(s)”) (or persons acting on behalf of any Stabilisation Manager(s)) may over- allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However However, stabilisation may not necessarily occur. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the relevant Tranche of Notes is made and, if begun, may cease at any time, but it must end no later than the earlier of 30 days after the issue date of the relevant Tranche of Notes and 60 days after the date of the allotment of the relevant Tranche of Notes. Any stabilisation action or over- allotment must be conducted by the relevant Stabilisation Manager(s) (or person(s) acting on behalf of any Stabilisation Manager(s)) in accordance with all applicable laws and rules. TABLE OF CONTENTS Page DOCUMENTS INCORPORATED BY REFERENCE 8 12 OVERVIEW OF THE PROGRAMME 10 14 RISK FACTORS 16 19 FORM OF THE NOTES 73 66 FORM OF FINAL TERMS 79 72 FORM OF PRICING SUPPLEMENT 96 89 TERMS AND CONDITIONS OF THE NOTES 116 106 USE OF PROCEEDS 178 190 DESCRIPTION OF THE ISSUERS AND THE GROUP 179 191 REGULATION OF THE GROUP 198 BOOK-ENTRY CLEARANCE SYSTEMS 184 203 TAXATION 189 208 SUBSCRIPTION AND SALE AND TRANSFER AND SELLING RESTRICTIONS 202 222 GENERAL INFORMATION 215 235 DOCUMENTS INCORPORATED BY REFERENCE The following documents documents, which have previously been published or are published simultaneously with this Prospectus and have been approved by the FCA or filed with it published, shall be incorporated in, and form part of, this Prospectus and the Base Prospectus set out in this Prospectus and approved by the FCA for the purpose of the UK Prospectus DirectiveRegulation:

Stabilisation. In connection with the issue of any Tranche of Notes, one or more relevant Dealers (the “Stabilisation Manager(s)”) (or persons acting on behalf of any Stabilisation Manager(s)) may over- allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However stabilisation may not necessarily occur. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the relevant Tranche of Notes is made and, if begun, may cease at any time, but it must end no later than the earlier of 30 days after the issue date of the relevant Tranche of Notes and 60 days after the date of the allotment of the relevant Tranche of Notes. Any stabilisation action or over- allotment must be conducted by the relevant Stabilisation Manager(s) (or person(s) acting on behalf of any Stabilisation Manager(s)) in accordance with all applicable laws and rules. TABLE OF CONTENTS Page DOCUMENTS INCORPORATED BY REFERENCE 8 12 OVERVIEW OF THE PROGRAMME 10 14 RISK FACTORS 16 20 FORM OF THE NOTES 73 64 FORM OF FINAL TERMS 79 70 FORM OF PRICING SUPPLEMENT 96 92 TERMS AND CONDITIONS OF THE NOTES 116 114 USE OF PROCEEDS 178 230 DESCRIPTION OF THE ISSUERS AND THE GROUP 179 231 REGULATION OF THE GROUP 236 BOOK-ENTRY CLEARANCE SYSTEMS 184 241 TAXATION 189 246 SUBSCRIPTION AND SALE AND TRANSFER AND SELLING RESTRICTIONS 202 259 GENERAL INFORMATION 215 273 DOCUMENTS INCORPORATED BY REFERENCE The following documents documents, which have previously been published or are published simultaneously with this Prospectus and have been approved by the FCA or filed with it published, shall be incorporated in, and form part of, this Prospectus and the Base Prospectus set out in this Prospectus and approved by the FCA for the purpose of the UK Prospectus DirectiveRegulation: