Common use of Taxation Clause in Contracts

Taxation. All payments of principal and interest in respect of the Notes, Receipts and Coupons by the Issuer or the Guarantor will be made without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by or on behalf of any Tax Jurisdiction unless such withholding or deduction is required by law. In such event, the Issuer or, as the case may be, the Guarantor will pay such additional amounts as shall be necessary in order that the net amounts received by the holders of the Notes, Receipts or Coupons after such withholding or deduction shall equal the respective amounts of principal and interest which would otherwise have been receivable in respect of the Notes, Receipts or Coupons, as the case may be, in the absence of such withholding or deduction; except that no such additional amounts shall be payable with respect to any Note, Receipt or Coupon: (a) presented for payment by or on behalf of a holder who is liable for such taxes or duties in respect of such Note, Receipt or Coupon by reason of the holder having some connection with a Tax Jurisdiction other than the mere holding of such Note, Receipt or Coupon; or (b) presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof would have been entitled to an additional amount on presenting the same for payment on such thirtieth day assuming that day to have been a Payment Day (as defined in Condition 7(f)); or (c) by or on behalf of a holder of such Note, Receipt or Coupon who, at the time of such presentation, is able to avoid such withholding or deduction by making a declaration of non-residence or other similar claim for exemption and does not make such declaration or claim. As used herein:

Taxation. All payments of principal and interest in respect of the Notes, Receipts and Coupons by the Issuer or the Guarantor will be made without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by or on behalf of any Tax Jurisdiction unless such withholding or deduction is required by law. In such event, the Issuer or, as the case may be, the Guarantor will pay such additional amounts as shall be necessary in order that the net amounts received by the holders of the Notes, Receipts or Coupons after such withholding or deduction shall equal the respective amounts of principal and interest which would otherwise have been receivable in respect of the Notes, Receipts or Coupons, as the case may be, in the absence of such withholding or deduction; except that no such additional amounts shall be payable with respect to any Note, Receipt or Coupon: (a) presented for payment by or on behalf of a holder who is liable for such taxes or duties in respect of such Note, Receipt or Coupon by reason of the holder his having some connection with a Tax Jurisdiction other than the mere holding of such Note, Receipt or Coupon; or (b) presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof would have been entitled to an additional amount on presenting the same for payment on such thirtieth day assuming that day to have been a Payment Day (as defined in Condition 7(f)); or (c) by or on behalf of a holder of such Note, Receipt or Coupon who, at the time of such presentation, is able to avoid such withholding or deduction by making a declaration of non-residence or other similar claim for exemption and does not make such declaration or claim. As used herein:

Taxation. All payments of principal and interest in respect of the Notes, Receipts Notes and Coupons by or on behalf of the Issuer or or, if applicable, under the Guarantor Guarantee by the Guarantor, will be made without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by or on behalf of any Tax Jurisdiction unless such withholding or deduction is required by law. In such event, the Issuer oror the Guarantor (if applicable), as the case may be, the Guarantor will pay such additional amounts as shall be necessary in order that the net amounts received by the holders of the Notes, Receipts Notes or Coupons after such withholding or deduction shall equal the respective amounts of principal and interest which would otherwise have been receivable in respect of the Notes, Receipts Notes or Coupons, as the case may be, in the absence of such withholding or deduction; except that no such additional amounts shall be payable with respect to any Note, Receipt Note or Coupon: (a) presented for payment by or on behalf the holder of a holder who which is liable for such taxes or duties in respect of such Note, Receipt Note or Coupon by reason of the holder his having some connection with a Tax Jurisdiction other than the mere holding of such Note, Receipt Note or Coupon; or (b) presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof would have been entitled to an additional amount on presenting the same for payment on such thirtieth day assuming that day to have been a Payment Day (as defined in Condition 7(f5(f)); or (c) by or on behalf of a holder of such Note, Receipt or Coupon who, at the time of such presentation, is able to avoid such withholding or deduction by making a declaration of non-residence or other similar claim for exemption and does not make such declaration or claim. As used herein:

Taxation. All payments of principal and interest in respect of the Notes, Receipts Notes and Coupons by or on behalf of the Issuer or the Guarantor Guarantors will be made without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by or on behalf of any Tax Jurisdiction unless such withholding or deduction is required by law. In such event, the Issuer or, as the case may be, the Guarantor Guarantors will pay such additional amounts as shall be necessary in order that the net amounts received by the holders of the Notes, Receipts Notes or Coupons after such withholding or deduction shall equal the respective amounts of principal and interest which would otherwise have been receivable in respect of the Notes, Receipts Notes or Coupons, as the case may be, in the absence of such withholding or deduction; except that no such additional amounts shall be payable with respect to any Note, Receipt Note or Coupon: (a) where presentation of the Note or Coupon is required, presented for payment in the United Kingdom; (b) where the withholding or deduction in question is required solely by or on behalf of a holder who is liable for such taxes or duties in respect of such Note, Receipt or Coupon by reason virtue of the holder Noteholder or Couponholder having some connection with a Tax Jurisdiction other than the mere holding of such Note, Receipt Note or Coupon; or; (bc) where presentation of the Note or Coupon is required, presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof would have been entitled to an additional amount on presenting the same for payment on such thirtieth day assuming that day to have been a Payment Day (as defined in Condition 7(f)5.5); or (cd) by or on behalf of a holder of such Note, Receipt or Coupon who, at the time of such presentation, is able to avoid where such withholding or deduction by making a declaration is required pursuant to an agreement described in Section 1471(b) of non-residence the United States Internal Revenue Code of 1986 (the Code) or other similar claim for exemption and does not make such declaration otherwise imposed pursuant to Sections 1471 through 1474 of the Code, any regulations, agreements or claimundertakings thereunder, official interpretations thereof, or any law implementing an intergovernmental approach thereto. As used herein: (i) Tax Jurisdiction means (A) with respect to payments made by the Issuer, the United Kingdom or any political subdivision or any authority thereof or therein having power to tax and (B) with respect to payments made by each Guarantor, the place of incorporation of the relevant Guarantor or any political subdivision or any authority thereof or therein having power to tax; and (ii) the Relevant Date means the date on which such payment first becomes due, except that, if the full amount of the moneys payable has not been duly received by the Trustee or the Agent on or prior to such due date, it means the date on which, the full amount of such moneys having been so received, notice to that effect is duly given to the Noteholders in accordance with Condition 13.

Taxation. All payments of principal and and/or interest in respect of the Notes, Receipts and Notes and/or Coupons by or on behalf of the Issuer or shall (save as may be provided in the Guarantor will applicable Final Terms) be made without withholding or deduction for for, or on account of of, any present or future taxes tax, duty, assessment or duties governmental charge of whatever whatsoever nature imposed imposed, levied, collected, withheld or levied assessed by or on behalf of the United Kingdom or any Tax Jurisdiction political subdivision or any authority thereof or therein having power to tax, unless such withholding or deduction is required by law. In such that event, the Issuer or, as the case may be, the Guarantor will shall pay such additional amounts (in the case of Tier 2 Notes and/or Tier 2 Coupons, in respect of the payment of any interest in respect of such Tier 2 Notes and/or Tier 2 Coupons only (but not in respect of the payment of any principal in respect of such Tier 2 Notes)) as shall be necessary will result (after such withholding or deduction) in order that the net amounts received receipt by the holders of the Notes, Receipts Notes or Coupons after such withholding or deduction shall equal of the respective amounts of principal and interest sums which would otherwise have been receivable in respect of the Notes, Receipts or Coupons, as the case may be, (in the absence of such withholding or deduction) by them in respect of their Notes and/or Coupons; except that no such additional amounts shall be payable with respect to any Note, Receipt Note or Coupon: (a) presented for payment held by or on behalf of a any holder who is liable for to such taxes tax, duty, assessment or duties charge in respect of such Note, Receipt Note or Coupon by reason of the holder his having some connection with a Tax Jurisdiction the United Kingdom other than the mere holding of such Note, Receipt Note or Coupon; orand/or (b) presented for payment in the United Kingdom; and/or (c) in circumstances where such withholding or deduction would not be required if the holder or any person acting on his behalf had obtained and/or presented any form or certificate or had made a declaration of non residence or similar claim for exemption upon the presentation or making of which the holder would have been able to avoid such withholding or deduction; and/or (d) presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof would have been entitled to an such additional amount amounts on presenting the same for payment on such thirtieth day assuming that day to have been a Payment Day (as defined in Condition 7(f)); or (c) by or on behalf of a holder at the expiry of such Noteperiod of 30 days. For the avoidance of doubt, Receipt any amounts to be paid by the Issuer on the Notes will be paid net of any deduction or Coupon whowithholding imposed or required pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code (the "Code"), at as amended, any current or future official interpretations thereof or regulations with respect to such Sections, any agreement entered into pursuant to Section 1471(b) of the time Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such presentationSections of the Code (or any law implementing such an intergovernmental agreement) (a "FATCA Withholding Tax"), is able and the Issuer will not be required to avoid such withholding or deduction by making a declaration pay additional amounts on account of non-residence or other similar claim for exemption and does not make such declaration or claim. As used herein:any FATCA Withholding Tax.

Taxation. All payments of principal and interest in respect of the Notes, Receipts Notes and Coupons by or on behalf of the Issuer or the Guarantor will be made without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by or on behalf of any Tax Jurisdiction unless such withholding or deduction is required by law. In such event, the Issuer or, as the case may be, the Guarantor will pay such additional amounts as shall be necessary in order that the net amounts received by the holders of the Notes, Receipts Notes or Coupons after such withholding or deduction shall equal the respective amounts of principal and interest which would otherwise have been receivable in respect of the Notes, Receipts Notes or Coupons, as the case may be, in the absence of such withholding or deduction; except that no such additional amounts shall be payable with respect to any Note, Receipt Note or Coupon: (a) in relation to any payment or deduction of any interest, principal or other proceeds of any Note or Coupon, presented for payment by or on behalf in the Republic of a Italy; or (b) the holder who of which is liable for such taxes or duties in respect of such Note, Receipt Note or Coupon by reason of the holder his having some connection with a Tax Jurisdiction other than the mere holding of such Note, Receipt Note or Coupon; or (bc) presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof would have been entitled to an additional amount on presenting the same for payment on such thirtieth 30th day assuming that day to have been a Payment Day (as defined in Condition 7(f5.5 (Payment Day)); or (cd) presented for payment by or on behalf of a holder of such Note, Receipt or Coupon who, at the time of such presentation, is who would be able to avoid such withholding or deduction by making a declaration or any other statement, including but not limited to, a declaration of residence or non-residence residence, but fails to do so; or (e) in relation to any payment or deduction of any interest, principal or other proceeds of any Notes or Coupons on account of imposta sostitutiva pursuant to Italian Legislative Decree No. 239 of 1 April 1996 or future similar claim for exemption law and any related implementing regulations (each as amended or supplemented from time to time); or (f) in the event of payment to a non-Italian resident legal entity or a non-Italian resident individual, to the extent that interest or other amounts are paid to a non-Italian resident legal entity or a non-Italian resident individual which is resident in a country which does not make allow for a satisfactory exchange of information with the Republic of Italy. Notwithstanding any other provision of the Terms and Conditions, any amounts to be paid on the Notes and Coupons by or on behalf of the Issuer will be paid net of any deduction or withholding imposed or required pursuant to an agreement described in Section 1471(b) of the Code, or otherwise imposed pursuant to Sections 1471 through 1474 of the Code (or any regulations thereunder or official interpretations thereof) or an intergovernmental agreement between the United States and another jurisdiction facilitating the implementation thereof (or any fiscal or regulatory legislation, rules or practices implementing such declaration an intergovernmental agreement) (any such withhold-ing or claimdeduction, a FATCA Withholding). Neither the Issuer nor any other person will be required to pay any additional amounts in respect of FATCA Withholding. As used herein: i. Tax Jurisdiction means the Republic of Italy or any political subdivision or any authority thereof or therein having power to tax or any other jurisdiction or any political subdivision or any authority thereof or therein having power to tax to which the Issuer becomes subject by reason of its tax residence or a permanent establishment maintained therein in respect of payments made by it of principal and interest on the Notes and Coupons; and ii. the Relevant Date means the date on which such payment first becomes due, except that, if the full amount of the moneys payable has not been duly received by the Agent on or prior to such due date, it means the date on which, the full amount of such moneys having been so received, notice to that effect is duly given to the Noteholders in accordance with Condition 13 (Notices).

Taxation. All For any series of Convertible Securities, if specifically provided by the applicable supplemental indenture, all payments of principal and principal, premium (if any) and/or interest to Holders by or on behalf of the Company in respect of the Notes, Receipts and Coupons Convertible Securities of such series or by the Issuer or on behalf of the Guarantor will under the Guarantee thereof shall be made without withholding or deduction for or on account of any present or future taxes tax, duty, assessment or duties governmental charge of whatever whatsoever nature imposed (“Taxes”) imposed, levied, collected, withheld or levied assessed by or on behalf of any Tax Jurisdiction or any authority thereof or therein having power to tax, unless such withholding or deduction is required by law. In such that event, the Issuer Company or, as the case may be, the Guarantor will shall pay such additional amounts (“Additional Amounts”) as shall be necessary in order that the net amounts received by the holders of the Notes, Receipts or Coupons will result (after such withholding or deduction shall equal deduction) in receipt by the respective amounts Holders of principal and interest such Convertible Securities of the sums which would otherwise have been receivable in respect of the Notes, Receipts or Coupons, as the case may be, (in the absence of such withholding or deduction) from it in respect of their Convertible Securities or the Guarantee endorsed thereon, as the case may be; except that no such additional amounts Additional Amounts shall be payable with respect to any NoteConvertible Security of such series or the Guarantee endorsed thereon, Receipt or Couponas the case may be, on account of: (a) presented for payment by any such taxes, duties, assessments or on behalf of a holder who is liable for such taxes or duties other governmental charges imposed in respect of such NoteConvertible Security or the Guarantee endorsed thereon, Receipt or Coupon as the case may be, by reason of the holder Holder having some connection with a Tax Jurisdiction other than the mere holding of such NoteConvertible Security or the Guarantee endorsed thereon, Receipt or Couponas the case may be; or (b) any such taxes, duties, assessments or other governmental charges imposed in respect of such Convertible Security or the Guarantee endorsed thereon, as the case may be, presented for payment more than 30 days after the Relevant Due Date (as defined below) except to the extent that the holder thereof Holder would have been entitled to an additional amount such Additional Amounts on presenting the same for payment on such thirtieth day assuming that day to have been a Payment Day (as defined in Condition 7(f))Business Day; or (c) any such taxes, duties, assessments or other governmental charges imposed in respect of such Convertible Security or the Guarantee endorsed thereon, as the case may be, where such withholding or deduction is imposed on a payment to an individual and is (A) required to be made pursuant to European Council Directive 2003/48/EC on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive, (B) required to be made pursuant to the Agreement between the European Community and the Confederation of Switzerland dated as of 26 October 2004 (the “Swiss Savings Tax Agreement”) providing for measures equivalent to those laid down in the European Council Directive 2003/48/EC or any law or other governmental regulation implementing or complying with, or introduced in order to conform to, the Swiss Savings Tax Agreement, (C) required to be made pursuant to agreements between Guernsey and the EU Member States (the “Guernsey Savings Tax Agreements”) providing for measures equivalent to those laid down in the European Council Directive 2003/48/EC or any law or other governmental regulation implementing or complying with, or introduced in order to conform to, such Guernsey Savings Tax Agreements, or (D) required to be made pursuant to any agreements between the European Community and other countries or territories providing for measures equivalent to those laid down in the European Council Directive 2003/48/EC or any law or other governmental regulation implementing or complying with, or introduced in order to conform to, such agreements; or (d) any tax, assessment or other governmental charge that would not have been imposed but for a failure by the Holder or beneficial owner of the Convertible Security (or any financial institution through which the Holder or beneficial owner holds the Convertible Security or through which payment on the Convertible Security is made) to enter into or to comply with any applicable certification, documentation, information or other reporting requirement or agreement concerning United States accounts maintained by the Holder or beneficial owner (or any such financial institution) or concerning United States ownership of the Holder or beneficial owner (or any such financial institution), or any substantially similar requirement or agreement, if entering into or complying with such requirement or agreement is required by statute or regulation of the United States as a precondition to relief or exemption from such tax, assessment or other governmental charge; or (e) any such taxes, duties, assessments or other governmental charges imposed on a payment in respect of the Convertible Securities or the Guarantee endorsed thereon, as the case may be, and which is required to be made pursuant to laws enacted by Switzerland providing for the taxation of payments according to principles similar to those laid down (x) in the European Council Directive 2003/48/EC or (y) in the draft legislation proposed by the Swiss Federal Council on 22 December 2010, in particular the principle to have a person other than the Company or Guarantor withhold or deduct tax, such as, without limitation, any Paying or Conversion Agent; or (f) any such taxes, duties, assessments or other governmental charges imposed in respect of such Convertible Security or the Guarantee endorsed thereon, as the case may be, presented for payment by or on behalf of a holder of such Note, Receipt or Coupon who, at the time of such presentation, is Holder who would have been able to avoid such withholding or deduction by making presenting the relevant Convertible Security or the Guarantee endorsed thereon, as the case may be, to another Paying and Conversion Agent in a declaration Member State of non-residence the European Union; or (g) any such taxes, duties, assessments or other similar claim governmental charges imposed in respect of such Convertible Security where such withholding or deduction is required by the Swiss Federal Withholding Tax Code of 13 October 1965 (Bundesgesetz über die Verrechnungssteuer vom 13 Oktober 1965 as amended from time to time); or (h) any combination of two or more items (a) to (g) above. If the Company determines that it has an obligation to deduct and withhold tax on a payment to any Holder, including in respect of a conversion of the Convertible Securities for exemption ordinary shares or American depository shares, as a result of the conditions described in paragraph (d) above, to the extent permitted by law the Company may, at its option, satisfy such obligation with any assets of the Holder held by or subject to the control of the Company or by directing the sale, on behalf of and does for the account of the Holder, of any portion of such shares as necessary in order to pay such tax. At least 10 days prior to the first interest payment date with respect to a series of Convertible Securities and at least 10 days prior to each date of payment of Principal of or interest on the Convertible Securities of that series if there has been a change with respect to the matters set forth in the below-mentioned Officers’ Certificate, the Company or the Guarantor, as the case may be, shall furnish to the Trustee and the Paying and Conversion Agent, if other than the Trustee, an Officers’ Certificate instructing the Trustee and such Paying and Conversion Agent whether such payment of Principal of or interest on the Convertible Securities of that series or on the Guarantee endorsed thereon shall be made to Holders of the Convertible Securities of that series without withholding or deduction for or on account of any Taxes. If any such withholding or deduction shall be required, then such Officers’ Certificate shall specify the amount, if any, required to be withheld or deducted on such payments to such Holders and shall certify the fact that Additional Amounts will be payable and the amounts so payable to each Holder, and the Company or the Guarantor, as the case may be, shall pay to the Trustee or such Paying and Conversion Agent the Additional Amounts required to be paid by this Section. The Company and the Guarantor covenant to indemnify the Trustee and any Paying and Conversion Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers’ Certificate furnished pursuant to this Section. Whenever in this Indenture there is mentioned, in any context, the payment of the Principal of or interest or any other amounts on, or in respect of, any Convertible Security of any series or any Guarantee endorsed thereon, such mention shall be deemed to include mention of the payment of Additional Amounts provided by this Section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to this section, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not make be construed as excluding the payment of Additional Amounts in those provisions hereof where such declaration or claim. As used herein:express mention is not.

Taxation. All payments of principal and interest in respect of the Notes, Receipts Notes and Coupons by or on behalf of the Issuer or or, if applicable, under the Guarantor Guarantee by the Guarantor, will be made without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by or on behalf of any Tax Jurisdiction unless such withholding or deduction is required by law. In such event, the Issuer oror the Guarantor (if applicable), as the case may be, the Guarantor will pay such additional amounts as shall be necessary in order that the net amounts received by the holders of the Notes, Receipts Notes or Coupons after such withholding or deduction shall equal the respective amounts of principal and interest which would otherwise have been receivable in respect of the Notes, Receipts Notes or Coupons, as the case may be, in the absence of such withholding or deduction; except that no such additional amounts shall be payable with respect to any Note, Receipt Note or Coupon: (a) presented for payment by or on behalf in the relevant Tax Jurisdiction; (b) the holder of a holder who which is liable for such withheld or deducted taxes or duties in respect of such Note, Receipt Note or Coupon by reason of the holder having some connection with a Tax Jurisdiction other than the mere holding of such Note, Receipt Note or Coupon; (c) where such withholding or deduction is imposed pursuant to the Withholding Tax Act 2021 (Wet bronbelasting 2021); (d) where such withholding or deduction is imposed pursuant to Section 2 of the Danish Corporation Tax Act, Consolidated Act no. 1241 of 22 August 2022, as amended (in Danish: selskabsskatteloven); (e) presented for payment by or on behalf of, a holder who would not be liable for such withholding or deduction if such holder presented any form of certificate or made a declaration of non-residence or other similar claim for exemption to the relevant tax authority; or (bf) presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof would have been entitled to an additional amount on presenting the same for payment on such thirtieth day assuming that day to have been a Payment Day (as defined in Condition 7(f5(d)); or (c) by or on behalf of a holder of such Note, Receipt or Coupon who, at the time of such presentation, is able to avoid such withholding or deduction by making a declaration of non-residence or other similar claim for exemption and does not make such declaration or claim. As used herein:

Taxation. All payments of principal and interest in respect of the Notes, Receipts Notes and Coupons by or on behalf of the Issuer or by the Guarantor (in the case of Guaranteed Notes) will be made without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by or on behalf of any Tax Jurisdiction unless such withholding or deduction is required by law. In such event, the Issuer oror the Guarantor, as the case may be, the Guarantor will pay such additional amounts as shall be necessary in order that the net amounts received by the holders of the Notes, Receipts Notes or Coupons after such withholding or deduction shall equal the respective amounts of principal and interest which would otherwise have been receivable in respect of the Notes, Receipts Notes or Coupons, as the case may be, in the absence of such withholding or deduction; except that no such additional amounts shall be payable with respect to any Note, Receipt Note or Coupon: (a) presented for payment by or on behalf of a holder who is liable for such taxes or duties in respect of such Note, Receipt Note or Coupon by reason of the holder his having some connection with a Tax Jurisdiction other than the mere holding of such Note, Receipt Note or Coupon; or (b) presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof would have been entitled to an additional amount on presenting the same for payment on such thirtieth day assuming that day to have been a Payment Day (as defined in Condition 7(f7(g)); or . Notwithstanding any other provision of these Conditions, in no event will the Issuer or the Guarantor (cin the case of Guaranteed Notes) by be required to pay any additional amounts in respect of the Notes and Coupons for, or on behalf of a holder of such Noteaccount of, Receipt or Coupon who, at the time of such presentation, is able to avoid such any withholding or deduction by making a declaration required pursuant to an agreement described in Section 1471(b) of non-residence the Code or other similar claim for exemption and does not make such declaration otherwise imposed pursuant to Sections 1471 through 1474 of the Code, any regulations or claimagreements thereunder, or any official interpretations thereof, or any law implementing an intergovernmental approach thereto. As used herein: (i) Tax Jurisdiction means the Kingdom of Sweden or any political subdivision or any authority thereof or therein having power to tax; and (ii) the Relevant Date means the date on which such payment first becomes due, except that, if the full amount of the moneys payable has not been duly received by the Principal Paying Agent or the Registrar, as the case may be, on or prior to such due date, it means the date on which, the full amount of such moneys having been so received, notice to that effect is duly given to the Noteholders in accordance with Condition 15.

Taxation. All payments of principal of, and interest in respect of the Noteson, Receipts and Coupons Notes by the Issuer or or, as the Guarantor case may be, the Guarantor(s) will be made without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by or on behalf of The Netherlands (in the case of payment by N.V.) or the United Kingdom (in the case of payment by PLC) or the United States (in the case of payment by UCC or UNUS) or (in any Tax Jurisdiction such case) any political subdivision or taxing authority thereof or therein, unless such withholding or deduction is required by law. In such event, the Issuer Issuer, or, as the case may be, the Guarantor Guarantor(s), will pay such additional amounts (“Additional Amounts”) as shall be necessary in order that the net amounts received by the holders holder of any Note, Receipt or, as the Notescase may be, Receipts or Coupons Coupon, after such withholding or deduction deduction, shall equal the respective amounts of principal and interest which would otherwise have been receivable in respect of the Notes, Receipts or Couponsor, as the case may be, Coupons in the absence of such withholding or deduction; except , provided however that no such additional amounts Additional Amounts shall be payable payable: (A) by N.V. or PLC with respect to to: (i) any Note, Receipt or Coupon: (a) Coupon presented for payment by by, or on behalf of of, a holder Holder who is liable for to such taxes or duties in respect of such Note, Receipt or Coupon by reason of the holder his having some connection with a Tax Jurisdiction The Netherlands or, as the case may be, the United Kingdom other than the mere holding of such Note, Receipt or Coupon; or (bii) any payment in respect of a Note where the Holder thereof would be able to avoid such withholding or deduction by making a declaration of nonresidence or other similar claim for exemption to the relevant tax authority; or (iii) if presentment is required, any Note, Receipt or Coupon presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof would have been entitled to an additional amount such Additional Amounts on presenting the same for payment on such thirtieth day assuming that day to have been a Payment Day (as defined in Condition 7(f))day; or (civ) any tax, assessment or other governmental charge required to be withheld or deducted by any Paying Agent from any payment by N.V. or, as the case may be, PLC if such payment can be made without such withholding or on behalf deduction by any other Paying Agent; or (v) any estate, inheritance, gift, sales, transfer, excise, personal property or any similar tax, assessment or other governmental charge; or (vi) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of a holder of principal, premium, if any, or interest, if any, with respect to such Note, Receipt or Coupons; or (vii) any Note, Receipt or Coupon whowhere such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to any European Union Directive on the taxation of savings implementing the conclusions of the ECOFIN Council meeting of 26th to 27th November, at the time of 2000 or any law implementing or complying with, or introduced in order to conform to, such presentationDirective; or (viii) any Note, is Receipt or Coupon presented for payment by, or on behalf of, a Holder who would have been able to avoid such withholding or deduction by making presenting the relevant Note, Receipt or Coupon to another Paying Agent in a declaration member state of nonthe European Union; or (ix) any combination of (i) to (viii); or (B) by UCC or UNUS with respect to: (i) any tax, assessment or other governmental charge which would not have been so imposed but for (a) the existence of any present or former connection between such Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, a trust, a partnership or a corporation) and the United States, including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been present therein, being or having been a citizen or resident thereof, being or having been engaged in a trade or business therein, or having or having had a permanent establishment therein or (b) the presentation of such Note, Receipt or Coupon for payment on a date more than 30 days after the Relevant Date; or (ii) any estate, inheritance, gift, sales, transfer, excise, personal property or any similar tax, assessment or other governmental charge; or (iii) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payments of principal of, or interest on, the Notes or Coupons; or (iv) any tax, assessment or other governmental charge imposed by reason of such Holder’s past or present status as a personal holding company or a foreign personal holding company or a controlled foreign corporation with respect to the United States or as a passive foreign investment company with respect to the United States or as a corporation which accumulates earnings to avoid United States Federal income tax or as a foreign tax-exempt organisation or foreign private foundation with respect to the United States; or (v) any tax, assessment or other governmental charge which is required to be withheld from payments of principal of, or interest on, the Notes, Receipts or Coupons due to the failure of the Holder of any Note, Receipt or Coupon appertaining thereto to provide certification, information or documentation at or prior to the time of payment with regard to the nationality, residence or identity of the Holder or beneficial owner of any Note, Receipt or Coupon; or (vi) any tax, assessment or other similar claim governmental charge imposed by reason of such Holder’s (a) past or present status as the actual or constructive owner of 10 per cent. or more of the total combined voting power of all classes of stock of UCC or UNUS (and, in respect of Guaranteed Notes, if at the time of the determination, payments on such Guaranteed Notes are actually being made by the Guarantor, the Guarantor), (b) receiving interest described in Section 881(c) (3)(A) of the Internal Revenue Code of the United States, or (c) being a controlled foreign corporation with respect to the United States that is related to the relevant Issuer (and, in respect of Guaranteed Notes, if at the time of the determination, payments on such Guaranteed Notes are actually made by the Guarantor, the Guarantor) by actual or constructive stock ownership; or (vii) any tax, assessment or other governmental charge required to be withheld or deducted by any Paying Agent from any payment of principal of, or interest on, any Note, if such payment can be made without withholding or deduction by any other Paying Agent; or (viii) any Note, Receipt or Coupon where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to any European Union Directive on the taxation of savings implementing the conclusions of the ECOFIN Council meeting of 26th to 27th November, 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive; or (ix) any Note, Receipt or Coupon presented for exemption and does payment by, or on behalf of, a Holder who would have been able to avoid such withholding or deduction by presenting the relevant Note, Receipt or Coupon to another Paying Agent in a member state of the European Union; or (x) any combination of (i) to (ix); nor, in any case, with respect to the Issuer or the Guarantor(s), shall Additional Amounts be paid to any Holder who is not make the sole beneficial owner of such declaration Note, Receipt or claim. As used herein:Coupon to the extent that a beneficial owner thereof would not have been entitled to payment thereof had such beneficial owner been the Holder of such Note, Receipt or Coupon.

Taxation. All payments of principal and interest in respect of the Notes, Receipts Notes and Coupons by or on behalf of the Issuer or the Guarantor will be made without withholding or deduction for for, or on account of of, any present or future taxes taxes, duties, assessments or duties governmental charges of whatever nature imposed or levied by or on behalf of the United Kingdom, or any Tax Jurisdiction political sub-division of, or any authority of, or in, the United Kingdom having power to tax, unless such the withholding or deduction of such taxes, duties, assessments or governmental charges is required by law. In such that event, the Issuer or, as the case may be, the Guarantor will pay such additional amounts as shall be necessary in order that the net amounts received by the holders Holders of the Notes, Receipts Notes or Coupons after such withholding or deduction shall equal the respective amounts of principal and interest which would otherwise have been receivable in respect of the Notes, Receipts Notes or Coupons, as the case may be, in the absence of any requirement to make such withholding or deduction; except that no such additional amounts shall be payable with respect in relation to any Note, Receipt Note or Coupon: (ai) presented for payment by by, or on behalf of of, a holder Holder who is liable for such taxes taxes, duties or duties governmental charges in respect of such Note, Receipt Note or Coupon by reason of the holder its having some connection with a Tax Jurisdiction the United Kingdom other than the mere holding of such Note, Receipt Note or Coupon; or (bii) presented for payment by, or on behalf of, a Holder who would be able to avoid such withholding or deduction by complying with any statutory requirements (including, but not limited to, obtaining and/or presenting any form of certificate) or by making a declaration or any other statement or claim for exemption (including, but not limited to, a declaration of non-residence), but fails to do so; or (iii) presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof relevant Holder would have been entitled to an such additional amount amounts on presenting the same for payment on such thirtieth day assuming that day to have been a Payment Day (as defined in Condition 7(f6.5)); or (c) by or on behalf of a holder of such Note, Receipt or Coupon who, at the time of such presentation, is able to avoid such withholding or deduction by making a declaration of non-residence or other similar claim for exemption and does not make such declaration or claim. As used herein:in these Conditions, the “Relevant Date” means the date on which such payment first becomes due and payable, except that, if the full amount of the moneys payable has not been duly received by the Issue and Paying Agent or the Trustee on or prior to such due date, it means the date on which, the full amount of such moneys having been so received, notice to that effect is duly given to the Holders in accordance with Condition 14.

Taxation. All payments of principal and interest in respect of the Notes, Receipts Notes and Coupons by the Issuer or the Guarantor will be made without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by or on behalf of any Tax Jurisdiction unless such withholding or deduction is required by law. In such event, the Issuer or, as the case may be, the Guarantor will pay such additional amounts as shall be necessary in order that the net amounts received by the holders of the Notes, Receipts Notes or Coupons after such withholding or deduction shall equal the respective amounts of principal and interest which would otherwise have been receivable in respect of the Notes, Receipts Notes or Coupons, as the case may be, in the absence of such withholding or deduction; except that no such additional amounts shall be payable with respect to any Note, Receipt Note or Coupon: (ai) presented for payment by or on behalf of a holder who is liable for such taxes or duties in respect of such Note, Receipt Note or Coupon by reason of the holder his having some connection with a Tax Jurisdiction other than the mere holding of such Note, Receipt Note or Coupon; (ii) presented for payment by or on behalf of a holder who is able to avoid such withholding or deduction by making a declaration of non-residence or other similar claims for exemption to the relevant tax authority; or (biii) presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof would have been entitled to an additional amount on presenting the same for payment on such thirtieth day assuming that day to have been a Payment Day (as defined in Condition 7(f6(f)); or (c) by or on behalf of a holder of such Note, Receipt or Coupon who, at the time of such presentation, is able to avoid such withholding or deduction by making a declaration of non-residence or other similar claim for exemption and does not make such declaration or claim. As used herein: (A) Tax Jurisdiction means Sweden or any political subdivision or any authority thereof or therein having power to tax; and (B) the Relevant Date means the date on which such payment first becomes due, except that, if the full amount of the moneys payable has not been duly received by the Principal Paying Agent or the relevant Registrar, as the case may be, on or prior to such due date, it means the date on which, the full amount of such moneys having been so received, notice to that effect is duly given to the Noteholders in accordance with Condition 14.

Taxation. All payments of principal and principal, interest or other revenues by or on behalf of the Issuer in respect of the Notes, Receipts and or Coupons by the Issuer or the Guarantor will shall be made free and clear of, and without withholding or deduction for for, any taxes, duties, assessments or on account of any present or future taxes or duties governmental charges of whatever nature imposed imposed, levied, collected, withheld or levied assessed by or on behalf of within France or any Tax Jurisdiction authority therein or thereof having power to tax, unless such withholding or deduction is required by law. In such eventIf French law should require that any payments of principal, interest or other revenues in respect of the Notes, Receipts or Coupons be subject to withholding or deduction with respect to any present or future taxes, duties, assessments or governmental charges whatsoever, the Issuer orwill, as to the case may befullest extent then permitted by law, the Guarantor will pay such additional amounts as shall may be necessary in order that the net amounts received by the holders of the Notes, Receipts or Coupons after such withholding or deduction shall equal the respective amounts of principal and principal, interest or other revenues which would otherwise have been receivable in respect of the Notes, Receipts or Coupons, as the case may be, in the absence of such withholding or deduction; except that no such additional amounts shall be payable with respect to any Note, Receipt or Coupon: (a) presented for payment by or on behalf of a holder Noteholder, Receiptholder or Couponholder (including a beneficial owner (ayant droit)) who is liable for such taxes taxes, duties, assessments or duties governmental charges in respect of such Note, Receipt or Coupon by reason of the holder his having some connection with a Tax Jurisdiction France other than the mere holding of (or beneficial ownership with respect to) such Note, Receipt or Coupon; or (b) presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof would have been entitled to an additional amount on presenting the same for payment on such thirtieth day assuming that day to have been a Payment Day (as defined in Condition 7(f5.5)); or (c) by or on behalf of a holder of such . As used herein, the Relevant Date in relation to any Note, Receipt or Coupon whomeans the date on which such payment first becomes due, at except that, if the time full amount of the moneys payable has not been duly received by the Principal Paying Agent on or prior to such due date, it means the date on which, the full amount of such presentationmoneys having been so received, notice to that effect is able duly given to avoid such withholding or deduction by making a declaration of non-residence or other similar claim for exemption and does not make such declaration or claim. As used herein:the Noteholders in accordance with Condition 13.

Taxation. All payments of principal and interest in respect of the Notes, Receipts Notes and Coupons by or on behalf of the relevant Issuer or the Guarantor will be made without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by or on behalf of any Tax Jurisdiction unless such withholding or deduction is required by law. In such event, the relevant Issuer or, as the case may be, the Guarantor will pay such additional amounts as shall be necessary in order that the net amounts received by the holders of the Notes, Receipts Notes or Coupons after such withholding or deduction shall equal the respective amounts of principal and interest which would otherwise have been receivable in respect of the Notes, Receipts Notes or Coupons, as the case may be, in the absence of such withholding or deduction; except that no such additional amounts shall be payable with respect to any Note, Receipt Note or Coupon: (a) presented for payment by or on behalf in a Tax Jurisdiction; or (b) the holder of a holder who which is liable for such taxes or duties in respect of such Note, Receipt Note or Coupon by reason of the holder holder’s having some connection with a Tax Jurisdiction other than the mere holding of such Note, Receipt Note or Coupon; or (bc) presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof would have been entitled to an additional amount on presenting the same for payment on such thirtieth day assuming that day to have been a Payment Day (as defined in Condition 7(f6.6 (Payment Day)); or (c) by . Notwithstanding any other provision of these Conditions, in no event will the relevant Issuer or any other person be required to pay any additional amounts in respect of the Notes and Coupons for, or on behalf of a holder of such Noteaccount of, Receipt or Coupon who, at the time of such presentation, is able to avoid such withholding or deduction by making a declaration of non-residence or other similar claim for exemption and does not make such declaration or claimany FATCA Withholding. As used herein: (i) Tax Jurisdiction means the Kingdom of Sweden (in the case of payments by Castellum) or the Republic of Finland (in the case of payments by Castellum Finance) or, in either case, any political subdivision or any authority thereof or therein having power to tax or any other jurisdiction (or any political subdivision or any authority thereof or therein having power to tax) to which payments made by the relevant Issuer or the Guarantor of principal and interest on the Notes or under the Guarantee become generally subject; and (ii) the Relevant Date means the date on which such payment first becomes due, except that, if the full amount of the moneys payable has not been duly received by the Principal Paying Agent or the Registrar, as the case may be, on or prior to such due date, it means the date on which, the full amount of such moneys having been so received, notice to that effect is duly given to the Noteholders in accordance with Condition 14 (Notices).

Taxation. (a) All payments of principal and interest in respect of the Notes, Receipts Notes and the Coupons by the Issuer or the Guarantor will on behalf of a Relevant Obligor shall be made free and clear of, and without withholding or deduction for or on account of of, any present or future taxes taxes, duties, assessments or duties governmental charges of whatever nature imposed imposed, levied, collected, withheld or levied assessed by or on behalf of any a Tax Jurisdiction or any political subdivision therein or any authority therein or thereof having power to tax, unless such the withholding or deduction of such taxes, duties, assessments, or governmental charges is required by law. In such that event, the Issuer or, as the case may be, the Guarantor will such Relevant Obligor shall pay such additional amounts as shall be necessary will result in order that the net amounts received receipt by the holders of Noteholders and the Notes, Receipts or Coupons Couponholders after such withholding or deduction shall equal the respective of such amounts of principal and interest which as would otherwise have been receivable in respect of the Notes, Receipts or Coupons, as the case may be, in the absence of received by them had no such withholding or deduction; deduction been required, except that no such additional amounts shall be payable with in respect to of any Note, Receipt Note or Coupon: (ai) presented for payment held by or on behalf of a holder who Holder which is liable for to such taxes taxes, duties, assessments or duties governmental charges in respect of such Note, Receipt Note or Coupon by reason of the holder its having some connection with a Tax Jurisdiction the jurisdiction by which such taxes, duties, assessments or charges have been imposed, levied, collected, withheld or assessed other than the mere holding of such Note, Receipt the Note or Coupon; or (bii) where the relevant Note or Coupon or Note Certificate is presented or surrendered for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof Holder of such Note or Coupon would have been entitled to an such additional amount amounts on presenting the same or surrendering such Note or Coupon or Note Certificate for payment on the last day of such thirtieth day assuming that day to have been a Payment Day (as defined in Condition 7(f)); orperiod of 30 days. (cb) by or on behalf of a holder of If any Relevant Obligor becomes subject at any time to any taxing jurisdiction other than the Tax Jurisdiction(s), references in these Conditions to the Tax Jurisdiction(s) shall be construed as references to the Tax Jurisdiction(s) and/or such Note, Receipt or Coupon who, at the time of such presentation, is able to avoid such withholding or deduction by making a declaration of non-residence or other similar claim for exemption and does not make such declaration or claim. As used herein:jurisdiction.

Taxation. All payments of principal and interest in respect of the Notes, Receipts Notes and Coupons by or on behalf of the Issuer or the Guarantor will be made without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by or on behalf of any Tax Jurisdiction unless such withholding or deduction is required by law. In such event, the Issuer or, as the case may be, the Guarantor will pay such additional amounts as shall be necessary in order that the net amounts received by the holders of the Notes, Receipts Notes or Coupons after such withholding or deduction shall equal the respective amounts of principal and interest which would otherwise have been receivable in respect of the Notes, Receipts Notes or Coupons, as the case may be, in the absence of such withholding or deduction; except that no such additional amounts shall be payable with respect to any Note, Receipt Note or Coupon: (a) in relation to any payment or deduction of any interest, principal or other proceeds of any Note or Coupon, presented for payment by or on behalf in the Republic of a Italy; or (b) the holder who of which is liable for such taxes or duties in respect of such Note, Receipt Note or Coupon by reason of the holder his having some connection with a Tax Jurisdiction other than the mere holding of such Note, Receipt Note or Coupon; or (bc) presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof would have been entitled to an additional amount on presenting the same for payment on such thirtieth 30th day assuming that day to have been a Payment Day (as defined in Condition 7(f5.5 (Payment Day)); or (cd) presented for payment by or on behalf of a holder of such Note, Receipt or Coupon who, at the time of such presentation, is who would be able to avoid such withholding or deduction by making a declaration or any other statement, including but not limited to, a declaration of residence or non-residence residence, but fails to do so; or (e) in relation to any payment or deduction of any interest, principal or other proceeds of any Notes or Coupons on account of imposta sostitutiva pursuant to Italian Legislative Decree No. 239 of 1 April 1996 or future similar claim for exemption law and any related implementing regulations (each as amended or supplemented from time to time); or (f) in the event of payment to a non-Italian resident legal entity or a non-Italian resident individual, to the extent that interest or other amounts are paid to a non-Italian resident legal entity or a non-Italian resident individual which is resident in a country which does not make allow for a satisfactory exchange of information with the Republic of Italy. Notwithstanding any other provision of the Terms and Conditions, any amounts to be paid on the Notes and Coupons by or on behalf of the Issuer will be paid net of any deduction or withholding imposed or required pursuant to an agreement described in Section 1471(b) of the Code, or otherwise imposed pursuant to Sections 1471 through 1474 of the Code (or any regulations thereunder or official interpretations thereof) or an intergovernmental agreement between the United States and another jurisdiction facilitating the implementation thereof (or any fiscal or regulatory legislation, rules or practices implementing such declaration an intergovernmental agreement) (any such withhold-ing or claimdeduction, a “FATCA Withholding”). Neither the Issuer nor any other person will be required to pay any additional amounts in respect of FATCA Withholding. As used herein: i. Tax Jurisdiction means the Republic of Italy or any political subdivision or any authority thereof or therein having power to tax or any other jurisdiction or any political subdivision or any authority thereof or therein having power to tax to which the Issuer becomes subject by reason of its tax residence or a permanent establishment maintained therein in respect of payments made by it of principal and interest on the Notes and Coupons; and ii. the Relevant Date means the date on which such payment first becomes due, except that, if the full amount of the moneys payable has not been duly received by the Agent on or prior to such due date, it means the date on which, the full amount of such moneys having been so received, notice to that effect is duly given to the Noteholders in accordance with Condition 13 (Notices).

Taxation. All payments of principal and interest amounts payable in respect of the NotesNotes (whether in respect of interest or, Receipts and Coupons in the case of Ordinary Senior Notes only, principal, redemption amount or otherwise) by or on behalf of the Issuer or the Guarantor will be made without withholding or deduction for or on account of any present or future taxes or duties or charges of whatever nature imposed or levied by or on behalf of any Tax Jurisdiction unless such withholding or deduction is required by law. In such event, the Issuer or, as the case may be, the Guarantor will pay such additional amounts as shall be necessary in order that the net amounts received by the holders of the Notes, Receipts Notes or Coupons after such withholding or deduction shall equal in the respective amounts case of principal and Ordinary Senior Notes, or interest which only, in the case of Senior MREL Notes, Senior Non-Preferred Notes, Senior Subordinated Notes or Tier 2 Subordinated Notes, as would otherwise have been receivable in respect of the Notes, Receipts Notes or Coupons, as the case may be, in the absence of such withholding or deduction; , except that no such additional amounts shall be payable with in respect to of any Note, Receipt Note or Coupon: (a) presented for payment held by or on behalf of a holder who which is liable for to such taxes taxes, duties, assessments or duties governmental charges in respect of such Note, Receipt Note or Coupon by reason of the holder its having some connection with a Tax Jurisdiction other than the mere holding of such Note, Receipt the Note or Coupon; or; (b) where the relevant Note or Coupon is presented or surrendered for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof would have been entitled to an such additional amount amounts on presenting the same for or surrendering such Note or Coupon or payment on the last day of such thirtieth day assuming that day to have been a Payment Day (as defined in Condition 7(f))period of 30 days; or (c) by or on behalf of a holder of such Note, Receipt or Coupon who, at the time of such presentation, is able to avoid where such withholding or deduction by making a declaration is required pursuant to an agreement described in Section 1471(b) of non-residence the Code or other similar claim for exemption and does not make such declaration otherwise imposed pursuant to Sections 1471 through 1474 of the Code, any regulations or claimagreements thereunder or any official interpretations thereof. As used herein:

Taxation. All payments of principal and interest in respect of the Notes, Receipts and Coupons by the Issuer or the Guarantor will be made without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by or on behalf of any Tax Jurisdiction unless such withholding or deduction is required by law. In such event, the Issuer or, as the case may be, the Guarantor will pay such additional amounts as shall be necessary in order that the net amounts received by the holders of the Notes, Receipts or Coupons after such withholding or deduction shall equal the respective amounts of principal and interest which would otherwise have been receivable in respect of the Notes, Receipts or Coupons, as the case may be, in the absence of such withholding or deduction; except that no such additional amounts shall be payable with respect to any Note, Receipt or Coupon: (a) presented for payment by or on behalf of a holder who is liable for such taxes or duties in respect of such Note, Receipt or Coupon by reason of the holder his having some connection with a Tax Jurisdiction other than the mere holding of such Note, Receipt or Coupon; or (b) presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof would have been entitled to an additional amount on presenting the same for payment on such thirtieth day assuming that day to have been a Payment Day (as defined in Condition 7(f)); or (c) by or on behalf of a holder of such Note, Receipt or Coupon who, at the time of such presentation, is able to avoid such withholding or deduction by making a declaration of non-non- residence or other similar claim for exemption and does not make such declaration or claim. As used herein:

Taxation. All payments of principal and interest in respect of the Notes, Receipts Notes and Coupons by or on behalf of the Issuer or the Guarantor will be made without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by or on behalf of any Tax Jurisdiction unless such withholding or deduction is required by law. In such event, the Issuer or, as the case may be, the Guarantor will pay such additional amounts as shall be necessary in order that the net amounts received by the holders of the Notes, Receipts Notes or Coupons after such withholding or deduction shall equal the respective amounts of principal and interest which would otherwise have been receivable in respect of the Notes, Receipts Notes or Coupons, as the case may be, in the absence of such withholding or deduction; except that no such additional amounts shall be payable with respect to any Note, Receipt Note or Coupon: (a) in relation to any payment or deduction of any interest, principal or other proceeds of any Note or Coupon, presented for payment by or on behalf in the Republic of a Italy; or (b) the holder who of which is liable for such taxes or duties in respect of such Note, Receipt Note or Coupon by reason of the holder his having some connection with a Tax Jurisdiction other than the mere holding of such Note, Receipt Note or Coupon; or (bc) presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof would have been entitled to an additional amount on presenting the same for payment on such thirtieth 30th day assuming that day to have been a Payment Day (as defined in Condition 7(f5.5 (Payment Day)); or (cd) presented for payment by or on behalf of a holder of such Note, Receipt or Coupon who, at the time of such presentation, is who would be able to avoid such withholding or deduction by making a declaration or any other statement, including but not limited to, a declaration of residence or non-residence residence, but fails to do so; or (e) in relation to any payment or deduction of any interest, principal or other proceeds of any Notes or Coupons on account of imposta sostitutiva pursuant to Italian Legislative Decree No. 239 of 1 April 1996 or future similar claim for exemption law and any related implementing regulations (each as amended or supplemented from time to time); or (f) in the event of payment to a non-Italian resident legal entity or a non-Italian resident individual, to the extent that interest or other amounts are paid to a non-Italian resident legal entity or a non-Italian resident individual which is resident in a country which does not make allow for a satisfactory exchange of information with the Republic of Italy. Notwithstanding any other provision of the Terms and Conditions, any amounts to be paid on the Notes and Coupons by or on behalf of the Issuer will be paid net of any deduction or withholding imposed or required pursuant to an agreement described in Section 1471(b) of the Code, or otherwise imposed pursuant to Sections 1471 through 1474 of the Code (or any regulations thereunder or official interpretations thereof) or an intergovernmental agreement between the United States and another jurisdiction facilitating the implementation thereof (or any fiscal or regulatory legislation, rules or practices implementing such declaration an intergovernmental agreement) (any such withholding or claimdeduction, a FATCA Withholding). Neither the Issuer nor any other person will be required to pay any additional amounts in respect of FATCA Withholding. As used herein: i. Tax Jurisdiction means the Republic of Italy or any political subdivision or any authority thereof or therein having power to tax or any other jurisdiction or any political subdivision or any authority thereof or therein having power to tax to which the Issuer becomes subject by reason of its tax residence or a permanent establishment maintained therein in respect of payments made by it of principal and interest on the Notes and Coupons; and ii. the Relevant Date means the date on which such payment first becomes due, except that, if the full amount of the moneys payable has not been duly received by the Agent on or prior to such due date, it means the date on which, the full amount of such moneys having been so received, notice to that effect is duly given to the Noteholders in accordance with Condition 13 (Notices).

Taxation. All payments of principal and interest in respect of the Notes, Receipts Notes and Coupons by the relevant Issuer or the Guarantor Guarantors will be made without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by or on behalf of any Tax Jurisdiction unless such withholding or deduction is required by law. In such event, the relevant Issuer or, as the case may be, the Guarantor Guarantors (subject, in the case of any Guarantor, to the terms of the relevant Guarantee) will pay such additional amounts as shall be necessary in order that the net amounts received by the holders of the Notes, Receipts Notes or Coupons after such withholding or deduction shall equal the respective amounts of principal and interest which would otherwise have been receivable in respect of the Notes, Receipts Notes or Coupons, as the case may be, in the absence of such withholding or deduction; except that no such additional amounts shall be payable with respect to any NoteNote or Coupon (other than, Receipt or Coupon:in the case of paragraphs (a) to (e) below, with respect to any Note issued by Anheuser-Xxxxx InBev): (a) presented for payment in any Tax Jurisdiction; or (b) presented for payment by or on behalf of a holder who is liable for such taxes or duties in respect of such Note, Receipt Note or Coupon by reason of the holder his having some connection with a Tax Jurisdiction other than the mere holding of such Note, Receipt Note or Coupon; or (bc) presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof would have been entitled to an additional amount on presenting the same for payment on such thirtieth day assuming that day to have been a Payment Day (as defined in Condition 7(f)5.6); or (cd) where such withholding or deduction is imposed on a payment to an individual or certain residual entities and is required to be made pursuant to European Council Directive 2003/48/EC on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive; or (e) presented for payment by or on behalf of a holder of such Note, Receipt or Coupon who, at the time of such presentation, is who would have been able to avoid such withholding or deduction by making presenting the relevant Note or Coupon to another Paying Agent with a declaration specified office in a Member State of non-the European Union; or (f) (in respect of any payment by a U.S. Guarantor) where such withholding or deduction is imposed or withheld by reason of the failure of the holder to provide certification, information, documents or other evidence concerning the nationality, residence or other identity of the holder or to make any valid or timely declaration or similar claim for or satisfy any other reporting requirements relating to such matters, whether required or imposed by statute, treaty, regulation or administrative practice, as a precondition to exemption from, or a reduction in the rate of such withholding or deduction; or (g) (in respect of any payment by a U.S. Guarantor) is on account of or in respect of any estate, inheritance, gift, sales, excise, transfer, personal property or similar taxes; or (h) in relation to Notes issued by Anheuser-Xxxxx InBev, where such withholding or deduction is imposed because the holder (or the beneficial owner) is not an eligible investor within the meaning of Article 4 of the Belgian Royal Decree of 26 May 1994 on the deduction of withholding tax (unless that person was an eligible investor at the time of its acquisition of the relevant Note or Coupon but has since ceased to be an eligible investor by reason of a change in Belgian law or regulations or in the interpretation or application thereof or by reason of another change which was not within that person’s control), or is an eligible investor within the meaning of Article 4 of the Belgian Royal Decree of 26 May 1994 on the deduction of withholding tax but is not holding the relevant Note or Coupon in an exempt securities account with a qualifying clearing system in accordance with the Belgian law of 6 August 1993 relating to transactions in certain securities and does not make such declaration or claimits implementation decrees. As used herein: (i) ‘‘Tax Jurisdiction’’ means any jurisdiction under the laws of which the relevant Issuer or any Guarantor, or any successor to the relevant Issuer or Guarantor, is organised or in which it is resident for tax purposes, or any political subdivision or any authority thereof or therein having power to tax; (ii) the ‘‘Relevant Date’’ means the date on which such payment first becomes due, except that, if the full amount of the moneys payable has not been duly received by the Agent (in the case of Notes issued by Brandbrew) or the Domiciliary Agent (in the case of Notes issued by Anheuser-Xxxxx InBev) on or prior to such due date, it means the date on which, the full amount of such moneys having been so received, notice to that effect is duly given to the Noteholders in accordance with Condition 13; and (iii) ‘‘U.S. Guarantor’’ means any Guarantor in respect of which the relevant Tax Jurisdiction is the United States of America or any political subdivision or any authority thereof or therein having power to tax.

Taxation. All payments of principal and interest in respect of the Notes, Receipts Notes and Coupons by or on behalf of the Issuer or by the Guarantor (in the case of Guaranteed Notes) will be made without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by or on behalf of any Tax Jurisdiction unless such withholding or deduction is required by law. In such event, the Issuer oror the Guarantor, as the case may be, the Guarantor will pay such additional amounts as shall be necessary in order that the net amounts received by the holders of the Notes, Receipts Notes or Coupons after such withholding or deduction shall equal the respective amounts of principal and interest which would otherwise have been receivable in respect of the Notes, Receipts Notes or Coupons, as the case may be, in the absence of such withholding or deduction; except that no such additional amounts shall be payable with respect to any Note, Receipt Note or Coupon: (a) presented for payment by or on behalf of a holder who is liable for such taxes or duties in respect of such Note, Receipt Note or Coupon by reason of the holder having some connection with a Tax Jurisdiction other than the mere holding of such Note, Receipt Note or Coupon; or (b) presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof would have been entitled to an additional amount on presenting the same for payment on such thirtieth day assuming that day to have been a Payment Day (as defined in Condition 7(f7(g)); or . Notwithstanding any other provision of these Conditions, in no event will the Issuer or the Guarantor (cin the case of Guaranteed Notes) by be required to pay any additional amounts in respect of the Notes and Coupons for, or on behalf of a holder of such Noteaccount of, Receipt or Coupon who, at the time of such presentation, is able to avoid such any withholding or deduction by making a declaration required pursuant to an agreement described in Section 1471(b) of non-residence the Code or other similar claim for exemption and does not make such declaration otherwise imposed pursuant to Sections 1471 through 1474 of the Code, any regulations or claimagreements thereunder, or any official interpretations thereof, or any law implementing an intergovernmental approach thereto. As used herein: (i) Tax Jurisdiction means the Kingdom of Sweden or any political subdivision or any authority thereof or therein having power to tax; and (ii) the Relevant Date means the date on which such payment first becomes due, except that, if the full amount of the moneys payable has not been duly received by the Principal Paying Agent or the Registrar, as the case may be, on or prior to such due date, it means the date on which, the full amount of such moneys having been so received, notice to that effect is duly given to the Noteholders in accordance with Condition 15.

Taxation. All payments of principal and interest in respect of the Notes, Receipts Notes and Coupons by or on behalf of the Issuer or the Guarantor will be made without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by or on behalf of any Tax Jurisdiction unless such withholding or deduction is required by law. In such event, the Issuer or, as the case may be, the Guarantor will pay such additional amounts as shall be necessary in order that the net amounts received by the holders of the Notes, Receipts Notes or Coupons after such withholding or deduction shall equal the respective amounts of principal and interest which would otherwise have been receivable in respect of the Notes, Receipts Notes or Coupons, as the case may be, in the absence of such withholding or deduction; except that no such additional amounts shall be payable with respect to any Note, Receipt Note or Coupon: (a) in relation to any payment or deduction of any interest, principal or other proceeds of any Note or Coupon, presented for payment by or on behalf in the Republic of a Italy; or (b) the holder who of which is liable for such taxes or duties in respect of such Note, Receipt Note or Coupon by reason of the holder his having some connection with a Tax Jurisdiction other than the mere holding of such Note, Receipt Note or Coupon; or (bc) presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof would have been entitled to an additional amount on presenting the same for payment on such thirtieth 30th day assuming that day to have been a Payment Day (as defined in Condition 7(f5.5 (Payment Day)); or (cd) presented for payment by or on behalf of a holder of such Note, Receipt or Coupon who, at the time of such presentation, is who would be able to avoid such withholding or deduction by making a declaration or any other statement, including but not limited to, a declaration of residence or non-residence residence, but fails to do so; or (e) where such withholding or deduction is imposed on a payment to an individual or “residual entities” within the meaning of Council Directive 2003/48EC and is required to be made pursuant to Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council Meeting of 26-27 November 2000 on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive; or (f) presented for payment by or on behalf of a holder who would have been able to avoid such withholding or deduction by presenting the relevant Note or Coupon to another Paying Agent in a Member State of the European Union; or (g) in relation to any payment or deduction of any interest, principal or other proceeds of any Notes or Coupons on account of imposta sostitutiva pursuant to Italian Legislative Decree No. 239 of 1 April 1996 or future similar claim for exemption law and any related implementing regulations (each as amended or supplemented from time to time); or (h) in the event of payment to a non-Italian resident legal entity or a non-Italian resident individual, to the extent that interest or other amounts are paid to a non-Italian resident legal entity or a non-Italian resident individual which is resident in a country which does not make such declaration or claimallow for a satisfactory exchange of information with the Republic of Italy. As used herein:

Taxation. All payments of principal and interest in respect of the NotesCovered Bonds, Receipts and Coupons by the Issuer or the Guarantor will be made without withholding or deduction for or on account of any present or future taxes or duties duties, assessments or government charges of whatever nature imposed or levied by or on behalf of any the Tax Jurisdiction unless such withholding or deduction is required by law. In such event, the The Issuer or, as the case may be, the Guarantor will not be required to pay such additional amounts as shall be necessary in order that the net amounts received by the holders of the Notes, Receipts or Coupons after such withholding or deduction shall equal the respective amounts of principal and interest which would otherwise have been receivable in respect of the Notes, Receipts or Coupons, as the case may be, in the absence of such withholding or deduction; except that no such additional amounts shall be payable with respect to any NoteCovered Bond, Receipt or Coupon: (a) presented for payment by or on behalf in Iceland; (b) the holder of a holder who which is liable for such taxes or duties in respect of such NoteCovered Bond, Receipt or Coupon by reason of the holder his having some connection with a Tax Jurisdiction other than the mere holding of such NoteCovered Bond, Receipt or Coupon; or (bc) presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof would have been entitled to an additional amount on presenting the same for payment on such thirtieth day assuming that day to have been a Payment Day (as defined in Condition 7(f)6.6); or (cd) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive; or (e) presented for payment by or on behalf of a holder of such Note, Receipt or Coupon who, at the time of such presentation, is who would have been able to avoid such withholding or deduction by making presenting the relevant Covered Bond, Receipt or Coupon to another Paying Agent in a declaration Member State of non-residence the European Union; or (f) where such withholding or other similar claim for exemption deduction is required to be made based on provisions of the Act on Withholding of Public Levies at Source No 45/1987, as amended, the Act on Withholding of Tax on Financial Income No 91/1996, as amended, and does Article 3 of the Income Tax Act no. 90/2003 (ITA). If any payments made by the Fund under the Covered Bond Guarantee are or become subject to any withholding or deduction on account of any taxes or duties of whatever nature imposed or levied by or on behalf of any Tax Jurisdiction, the Fund will not make such declaration or claimbe obliged to pay any additional amount as a consequence. As used herein:

Taxation. All payments of principal and interest in respect of the Notes, Receipts and Coupons by the Issuer or the Guarantor will be made without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by or on behalf of any Tax Jurisdiction unless such withholding or deduction is required by law. In such event, the Issuer or, as the case may be, the Guarantor will pay such additional amounts as shall be necessary in order that the net amounts received by the holders of the Notes, Receipts or Coupons after such withholding or deduction shall equal the respective amounts of principal and interest which would otherwise have been receivable in respect of the Notes, Receipts or Coupons, as the case may be, in the absence of such withholding or deduction; except that no such additional amounts shall be payable with respect to any Note, Receipt or Coupon: (a) presented for payment by or on behalf of a holder who is liable for such taxes or duties in respect of such Note, Receipt or Coupon by reason of the holder having some connection with a Tax Jurisdiction other than the mere holding of such Note, Receipt or Coupon; or (b) presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof would have been entitled to an additional amount on presenting the same for payment on such thirtieth day assuming that day to have been a Payment Day (as defined in Condition 7(f)); or (c) by or on behalf of a holder of such Note, Receipt or Coupon who, at the time of such presentation, is able to avoid such withholding or deduction by making a declaration of non-residence or other similar claim for exemption and does not make such declaration or claim. As used herein: (i) ‘‘Tax Jurisdiction’’ means Hong Kong or any political subdivision or any authority thereof or therein having power to tax (in the case of payments by the Issuer or the Guarantor); and (ii) ‘‘Relevant Date’’ means the date on which such payment first becomes due, except that, if the full amount of the moneys payable has not been duly received by the Principal Paying Agent or the Registrar, as the case may be, on or prior to such due date, it means the date on which, the full amount of such moneys having been so received, notice to that effect is duly given to the Noteholders in accordance with Condition 15.

Taxation. All payments of principal and interest in respect of the Notes, Receipts and Coupons by the Issuer or the Guarantor will be made without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by or on behalf of any Tax Jurisdiction unless such withholding or deduction is required by law. In such event, the Issuer or, as the case may be, the Guarantor will pay such additional amounts as shall be necessary in order that the net amounts received by the holders of the Notes, Receipts or Coupons after such withholding or deduction shall equal the respective amounts of principal and interest which would otherwise have been receivable in respect of the Notes, Receipts or Coupons, as the case may be, in the absence of such withholding or deduction; except that no such additional amounts shall be payable with respect to any Note, Receipt or Coupon: (a) in relation to any payment or deduction of any interest, principal or other proceeds of any Note, Receipt, or Coupon, presented for payment by or on behalf in the Republic of a Italy; or (b) the holder who of which is liable for such taxes or duties in respect of such Note, Receipt or Coupon by reason of the holder his having some connection with a Tax Jurisdiction other than the mere holding of such Note, Receipt or Coupon; or (bc) presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof would have been entitled to an additional amount on presenting the same for payment on such thirtieth 30th day assuming that day to have been a Payment Day (as defined in Condition 7(f6.5 (Payments – Payment Day)); or (cd) presented for payment by or on behalf of a holder of such Note, Receipt or Coupon who, at the time of such presentation, is who would be able to avoid such withholding or deduction by making a declaration or any other statement, including but not limited to, a declaration of residence or non-residence residence, but fails to do so; or (e) where such withholding or deduction is imposed on a payment to an individual or “residual entities” within the meaning of European Council Directive 2003/48EC and is required to be made pursuant to European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council Meeting of 26-27 November 2000 on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive; or (f) presented for payment by or on behalf of a holder who would have been able to avoid such withholding or deduction by presenting the relevant Note, Receipt or Coupon to another Paying Agent in a Member State of the European Union; or (g) in relation to any payment or deduction of any interest, principal or other proceeds of any Notes, Receipts or Coupons on account of imposta sostitutiva pursuant to Italian Legislative Decree No. 239 of 1 April 1996 or future similar claim for exemption law and any related implementing regulations (each as amended or supplemented from time to time); or (h) in the event of payment to a non-Italian resident legal entity or a non-Italian resident individual, to the extent that interest or other amounts are paid to a non-Italian resident legal entity or a non-Italian resident individual which is resident in a country which does not make such declaration or claimallow for a satisfactory exchange of information with the Republic of Italy. As used herein:

Taxation. (a) All payments to be made by or on behalf of principal and interest the Issuer in respect of the NotesNotes (including, Receipts and Coupons for the avoidance of doubt, payments by the Issuer or the Guarantor will a Paying Agent) shall be made without withholding or deduction for for, or on account of of, any present or future taxes taxes, duties, assessments or duties other government charges of whatever any nature imposed ("Taxes") imposed, levied, collected, withheld or levied assessed by or on behalf of any Tax Jurisdiction or any political subdivision thereof or any authority of or in a Tax Jurisdiction or any political subdivision thereof having the power to impose, levy, collect, withhold or assess Taxes, unless withholding, deduction or accounting for such withholding or deduction Taxes is required by law. . (b) In the event that any payment to be made by or on behalf of the Issuer in respect of the Notes (including, for the avoidance of doubt, payments by a Paying Agent) is subject to any withholding or deduction for, or on account of, any Taxes by requirement of law in a Tax Jurisdiction (as determined by the relevant tax authority of or in such eventTax Jurisdiction), the Issuer or, as the case may be, the Guarantor will shall pay such additional amounts as shall be necessary will result in order the Holders receiving the amounts that the net amounts they would have received by the holders in respect of the Notes, Receipts or Coupons after Notes if no such withholding or deduction shall equal the respective amounts of principal and interest which would otherwise have had been receivable in respect of the Notes, Receipts or Coupons, as the case may be, in the absence of such withholding or deduction; except that no such additional amounts shall required ("Additional Amounts"). (c) No Additional Amounts will be payable with respect pursuant to clause (b) of this Condition 9 in relation to any Note, Receipt or Coupon: (ai) presented for payment by or on behalf of a holder who if the relevant Holder is liable for such taxes or duties in respect Taxes on such Note as a result of such Note, Receipt or Coupon by reason of the holder having some connection with a the relevant Tax Jurisdiction other than the its mere holding ownership or possession of such Note, Receipt Note or Couponthe receipt of principal or interest in respect thereof; or (bii) if such Taxes are a result of such Note having been presented for payment (where presentment is required) more than 30 days after the Relevant Date (as defined below) Date, except to the extent that the holder thereof Holder would have been entitled to an additional amount on presenting receive the same Additional Amounts if it had presented such Note for payment on the last day of the 30-day period; or (iii) with respect to any Tax collected pursuant to Sections 1471 through 1474 of the US Internal Revenue Code, as amended (the "Code"), the regulations promulgated thereunder, or applicable inter-governmental agreements or agreements with the United States Internal Revenue Service entered into in connection with the implementation of such thirtieth day assuming that day to have been sections of the Code, or legislation enacted by a Payment Day non-United States jurisdiction in connection with the implementation of such sections of the Code (as defined in Condition 7(f)FATCA); or (civ) by or on behalf of a holder of such Note, Receipt or Coupon who, at the time of such presentation, is able to avoid where such withholding or deduction is required to be made pursuant to laws enacted by making Switzerland providing for the taxation of payments according to principles similar to those laid down in the draft legislation of the Swiss Federal Council of 3 April 2020, or otherwise changing the Swiss federal withholding tax system from an issuer-based system to a declaration paying agent-based system pursuant to which a Person other than the issuer is required to withhold tax on any interest payments; or (v) to the extent any combination of non-residence subclauses (i) through (iv) of this clause (c) applies. (d) Any reference in these Terms and Conditions to amounts payable by the Issuer in respect of the Notes includes (i) any Additional Amount payable pursuant to this Condition 9 and (ii) any sum payable pursuant to an obligation taken in addition to or other similar claim in substitution for exemption and does not make such declaration or claim. As used herein:the obligation in this Condition 9.

Taxation. All payments of principal and interest in respect of the Notes, Receipts and Coupons by the Issuer or the Guarantor will be made without withholding or deduction for or on account of any present or future taxes or duties duties, of whatever nature nature, imposed or levied by or on behalf of any the relevant Tax Jurisdiction or any political subdivision or any authority thereof or therein having power to tax unless such withholding or deduction is required by law. In such event, the Issuer or, or (as the case may be, ) the Guarantor will pay such additional amounts as shall be necessary in order that the net amounts received by the holders of the Notes, Receipts or Coupons after such withholding or deduction shall equal the respective amounts of principal and interest which would otherwise have been receivable in respect of the Notes, Receipts or Coupons, as the case may be, in the absence of such withholding or deduction; except that no such additional amounts shall be payable with respect to any payment in respect of any Note, Receipt or Coupon: (ai) presented for payment by or on behalf of a holder Beneficial Owner who is liable for such taxes or duties in respect of such Note, Receipt or Coupon by reason of the holder his having some connection with a the relevant Tax Jurisdiction other than the mere holding of such Note, Receipt or Coupon; or; (bii) presented for payment, in the relevant Tax Jurisdiction; (iii) presented for payment in the case of Bearer Notes more than 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof would have been entitled to an additional amount on presenting the same for payment on such thirtieth day assuming that day to have been a Payment Day (as defined in Condition 7(f6)); (iv) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive; or (cv) presented for payment by or on behalf of a holder of Beneficial Owner who would have been able to avoid such withholding or deduction by presenting the relevant Note, Receipt or Coupon whoto another Paying Agent in a Member State of the European Union; (vi) presented for payment by or on behalf of a Beneficial Owner of Notes, at Receipts or Coupons who would not be liable for or subject to the time of such presentation, is able to avoid such withholding or deduction by making a declaration of non-residence or other similar claim for exemption to the relevant tax authority; (vii) presented for payment by or on behalf of a Beneficial Owner of Notes, Receipts or Coupons particularly in respect of whom the information (which may include certificates or statements) required in order to comply with the special tax regime approved by Decree-Law no. 193/2005 of 7 November, and does any implementing legislation, is not make such declaration received prior to the Relevant Date; (viii) in the case of Book Entry Notes, presented for payment by or claimon behalf of a Beneficial Owner of Notes, Receipts or Coupons resident for tax purposes in the Tax Jurisdiction, or a resident in a country, territory or region subject to clearly a more favourable tax regime included in the list approved by Order 150/2004, of 13 February 2004 (Portaria do Ministro das Finanças e da Administraço Pública n. 150/2004) as amended from time to time, issued by the Portuguese Minister of Finance and Public Administration, with the exception of central banks and governmental agencies of those blacklisted jurisdictions, or a non-resident legal entity held, directly or indirectly, in more than 20 per cent. by Portuguese residents; or (ix) presented for payment by or on behalf of (i) a Portuguese resident legal entity subject to Portuguese corporation tax (with the exception of entities that benefit from an exemption of Portuguese withholding tax or from Portuguese income tax exemptions), or (ii) a non-resident legal person with a permanent establishment in Portugal to which the income or gains obtained from the Notes, Receipts or Coupons are attributable. As used herein:

Taxation. All payments of principal and interest in respect of the Notes, Receipts and Coupons by the Issuer or the Guarantor will be made without withholding or deduction for or on account of any present or future taxes or duties duties, of whatever nature nature, imposed or levied by or on behalf of any the relevant Tax Jurisdiction or any political subdivision or any authority thereof or therein having power to tax unless such withholding or deduction is required by law. In such event, the Issuer or, as the case may be, the Guarantor will pay such additional amounts as shall be necessary in order that the net amounts received by the holders of the Notes, Receipts or Coupons after such withholding or deduction shall equal the respective amounts of principal and interest which would otherwise have been receivable in respect of the Notes, Receipts or Coupons, as the case may be, in the absence of such withholding or deduction; except that no such additional amounts shall be payable with respect to any payment in respect of any Note, Receipt or Coupon: (ai) presented for payment by or on behalf of a holder Beneficial Owner who is liable for such taxes or duties in respect of such Note, Receipt or Coupon by reason of the holder his having some connection with a the relevant Tax Jurisdiction other than the mere holding of such Note, Receipt or Coupon; or; (bii) presented for payment, in the relevant Tax Jurisdiction; (iii) presented for payment in the case of Bearer Notes more than 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof would have been entitled to an additional amount on presenting the same for payment on such thirtieth day assuming that day to have been a Payment Day (as defined in Condition 7(f6)); (iv) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive; or (cv) presented for payment by or on behalf of a holder of Beneficial Owner who would have been able to avoid such withholding or deduction by presenting the relevant Note, Receipt or Coupon whoto another Paying Agent in a Member State of the European Union; (vi) presented for payment by or on behalf of a Beneficial Owner of Notes, at Receipts or Coupons who would not be liable for or subject to the time of such presentation, is able to avoid such withholding or deduction by making a declaration of non-residence or other similar claim for exemption to the relevant tax authority; (vii) presented for payment by or on behalf of a Beneficial Owner of Notes, Receipts or Coupons particularly in respect of whom the information (which may include certificates or statements) required in order to comply with the special tax regime approved by Decree-Law no. 193/2005 of 7 November, and does any implementing legislation, is not make such declaration received prior to the Relevant Date; (viii) in the case of Book Entry Notes, presented for payment by or claimon behalf of a Beneficial Owner of Notes, Receipts or Coupons resident for tax purposes in the Tax Jurisdiction, or a resident in a country, territory or region subject to clearly a more favourable tax regime included in the list approved by Order 150/2004, of 13 February 2004 (Portaria do Ministro das Finanças e da Administraço Pública n. 150/2004) as amended from time to time, issued by the Portuguese Minister of Finance and Public Administration, with the exception of central banks and governmental agencies of those blacklisted jurisdictions, or a non-resident legal entity held, directly or indirectly, in more than 20 per cent. by Portuguese residents; or (ix) presented for payment by or on behalf of (i) a Portuguese resident legal entity subject to Portuguese corporation tax (with the exception of entities that benefit from an exemption of Portuguese withholding tax or from Portuguese income tax exemptions), or (ii) a non resident legal person with a permanent establishment in Portugal to which the income or gains obtained from the Notes, Receipts or Coupons are attributable. As used herein:

Taxation. All payments of principal and interest in respect of the Notes, Receipts and Coupons by the relevant Issuer or the Guarantor will be made without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by or on behalf of the United Kingdom or any Tax Jurisdiction political subdivision or any authority thereof or therein having power to tax unless such withholding or deduction is required by law. In such event, the relevant Issuer or, as the case may be, the Guarantor will pay such additional amounts as shall be necessary in order that the net amounts received by the holders of the Notes, Receipts or Coupons after such withholding or deduction shall equal the respective amounts of principal and interest which would otherwise have been receivable in respect of the Notes, Receipts or Coupons, as the case may be, in the absence of such withholding or deduction; except that no such additional amounts shall be payable with respect to any Note, Receipt or Coupon: (ai) presented for payment by or on behalf of a holder who is liable for such taxes or duties in respect of such Note, Receipt or Coupon by reason of the holder his having some connection with a Tax Jurisdiction the United Kingdom other than the mere holding of such Note, Receipt or Coupon; or (bii) presented for payment in the United Kingdom; or (iii) presented for payment to, or to a third party on behalf of, a holder who would not be liable to such withholding or deduction if such holder had made a declaration of non-residence or similar claim for exemption to any authority of or in the United Kingdom; or (iv) presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof would have been entitled to an additional amount on presenting the same for payment on such thirtieth day assuming that day to have been a Payment Day (as defined in Condition 7(f))Day; or (cv) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to any European Union Directive on the taxation of savings implementing the conclusions of the ECOFIN Council Meeting of 26–27 November, 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive; or (vi) presented for payment by or on behalf of a holder of such Note, Receipt or Coupon who, at the time of such presentation, is who would have been able to avoid such withholding or deduction by making presenting the relevant Note, Receipt or Coupon to another Paying Agent in a declaration Member State of non-residence or other similar claim for exemption and does not make such declaration or claimthe European Union. As used herein:, the “Relevant Date” means the date on which such payment first becomes due, except that, if the full amount of the moneys payable has not been duly received by the Trustee or the Principal Paying Agent on or prior to such due date, it means the date on which, the full amount of such moneys having been so received, notice to that effect is duly given to the Noteholders in accordance with Condition 14.

Taxation. All payments of principal and interest in respect of the Notes, Receipts and Coupons by the Issuer or the Guarantor will be made without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by or on behalf of any Tax Jurisdiction unless such withholding or deduction is required by law. In such event, the Issuer or, as the case may be, the Guarantor will pay such additional amounts as shall be necessary in order that the net amounts received by the holders of the Notes, Receipts or Coupons after such withholding or deduction shall equal the respective amounts of principal and interest which would otherwise have been receivable in respect of the Notes, Receipts or Coupons, as the case may be, in the absence of such withholding or deduction; except that no such additional amounts shall be payable with respect to any Note, Receipt or Coupon: (a) presented for payment Payment without withholding (i) Other connection: held by or on behalf of a holder who is liable for to such taxes taxes, duties, assessments or duties governmental charges in respect of such Note, Receipt or Coupon Note by reason of the holder his having some connection with a Tax the Relevant Jurisdiction other than the mere holding of such the Note, Receipt or Coupon; or (bii) Lawful avoidance of withholding: to, or to a third party on behalf of, a holder who could lawfully avoid (but has not so avoided) such deduction or withholding by complying or procuring that any third party complies with any statutory requirements or by making or procuring that any third party makes a declaration of non-residence or other similar claim for exemption to any tax authority; or (iii) Surrender more than 30 days after the Relevant Date: in respect of which the Certificate representing such Note is (where presentation is required under these Conditions) presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof of it would have been entitled to an such additional amount amounts on presenting surrendering the same Certificate representing such Note for payment on the last day of such thirtieth day assuming that day period of 30 days. Notwithstanding any other provision of these Conditions, any amounts to have been a Payment Day (as defined in Condition 7(f)); or (c) be paid on the Notes by or on behalf of a holder the Issuer or by the Guarantor pursuant to the Guarantee will be paid net of any deduction or withholding imposed or required pursuant to an agreement described in Section 1471(b) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or otherwise imposed pursuant to Sections 1471 through 1474 of the Code (or any regulations thereunder or official interpretations thereof) or an intergovernmental agreement between the United States and another jurisdiction facilitating the implementation thereof (or any fiscal or regulatory legislation, rules or practices implementing such Note, Receipt or Coupon who, at the time of such presentation, is able to avoid an intergovernmental agreement) (any such withholding or deduction by making deduction, a declaration “FATCA Withholding”). None of non-residence the Issuer, the Guarantor or any other similar claim for exemption and does not make such declaration or claim. As used herein:person will be required to pay any additional amounts in respect of FATCA Withholding.

Taxation. All payments of principal and interest in respect of the Notes, Receipts Notes and Coupons by ENEL (acting as the Issuer or the Guarantor Guarantor) or by ENEL N.V. will be made without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by or on behalf of any Tax Jurisdiction (as defined below) unless such withholding or deduction is required by law. In such event, ENEL (acting as the Issuer or Guarantor) or, as the case may be, the Guarantor ENEL N.V. will pay such additional amounts as shall be necessary in order that the net amounts received by the holders of the Notes, Receipts Notes or Coupons after such withholding or deduction shall equal the respective amounts of principal and interest which would otherwise have been receivable in respect of the Notes, Receipts Notes or Coupons, as the case may be, in the absence of such withholding or deduction; except that no such additional amounts shall be payable with respect to any Note, Receipt Note or Coupon: (a) presented for payment in any Tax Jurisdiction (as defined below); or (b) presented for payment by or on behalf of a holder who is liable for such taxes or duties in respect of such Note, Receipt Note or Coupon by reason of the holder his having some connection with a Tax Jurisdiction other than the mere holding of such Note, Receipt Note or Coupon; or (bc) presented for payment by, or on behalf of, a holder who would be able to avoid such withholding or deduction by making a declaration or any other statement including, but not limited to, a declaration of residence or non-residence, but fails to do so; or (d) presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof would have been entitled to an additional amount on presenting the same for payment on such thirtieth 30th day assuming that day to have been a Payment Day (as defined in Condition 7(f6(f)); or (ce) by in relation to any payment or deduction on behalf account of imposta sostitutiva pursuant to Italian Legislative Decree 1 April 1996, No. 239 (“Decree 239”), as amended and/or supplemented or, for the avoidance of doubt, Italian Legislative Decree 21 November 1997, No. 461 as amended and supplemented and in all circumstances in which the procedures set forth in Decree 239 in order to benefit from a holder of such Note, Receipt tax exemption have not been met or Coupon who, at the time of such presentation, is able to avoid complied with; or (f) where such withholding or deduction is required to be made pursuant to Law Decree 30 September 1983, No. 512 converted into law with amendments by making Law 25 November 1983, No. 649; or (g) in relation to Notes which are issued by ENEL N.V. and guaranteed by the Guarantor only, where such withholding or deduction is required to be made pursuant to article 26 of Italian Presidential Decree No. 600 of 29 September 1973 (as amended or supplemented from time to time); or (h) where such withholding or deduction is required to be made pursuant to the Dutch Withholding Tax Act 2021 (Wet bronbelasting 2021); or (i) in the event of payment by ENEL (acting as Issuer or Guarantor) to a declaration of non-residence or other similar claim for exemption and Italian resident Noteholder, to the extent that the Noteholder is resident in a country which does not make such declaration or claimallow for a satisfactory exchange of information with the Italian authorities. As used herein:

Taxation. All payments of principal and and/or interest in respect of the Notes, Receipts and Notes and/or Coupons by or on behalf of the Issuer or shall (save as may be provided in the Guarantor will applicable Final Terms) be made without withholding or deduction for for, or on account of of, any present or future taxes tax, duty, assessment or duties governmental charge of whatever whatsoever nature imposed imposed, levied, collected, withheld or levied assessed by or on behalf of the United Kingdom or any Tax Jurisdiction political subdivision or any authority thereof or therein having power to tax, unless such withholding or deduction is required by law. In such that event, the Issuer or, as the case may be, the Guarantor will shall pay such additional amounts as shall be necessary will result (after such withholding or deduction) in order that the net amounts received receipt by the holders of the Notes, Receipts Notes or Coupons after such withholding or deduction shall equal of the respective amounts of principal and interest sums which would otherwise have been receivable in respect of the Notes, Receipts or Coupons, as the case may be, (in the absence of such withholding or deduction) by them in respect of their Notes and/or Coupons; except that no such additional amounts shall be payable with respect to any Note, Receipt Note or Coupon: (a) presented for payment held by or on behalf of a any holder who is liable for to such taxes tax, duty, assessment or duties charge in respect of such Note, Receipt Note or Coupon by reason of the holder his having some connection with a Tax Jurisdiction the United Kingdom other than the mere holding of such Note, Receipt Note or Coupon; orand/or (b) presented for payment in the United Kingdom; and/or (c) in circumstances where such withholding or deduction would not be required if the holder or any person acting on his behalf had obtained and/or presented any form or certificate or had made a declaration of non residence or similar claim for exemption upon the presentation or making of which the holder would have been able to avoid such withholding or deduction; and/or (d) presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof would have been entitled to an such additional amount amounts on presenting the same for payment on such thirtieth day assuming that day to have been a Payment Day (as defined in Condition 7(f)); or (c) by or on behalf of a holder at the expiry of such Noteperiod of 30 days. For the avoidance of doubt, Receipt any amounts to be paid by the Issuer on the Notes will be paid net of any deduction or Coupon whowithholding imposed or required pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, at as amended (the time "Code"), any current or future official interpretations thereof or regulations with respect to such Sections, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such presentationSections of the Code (or any law implementing such an intergovernmental agreement) (a "FATCA Withholding Tax"), is able and the Issuer will not be required to avoid such withholding or deduction by making a declaration pay additional amounts on account of non-residence or other similar claim for exemption and does not make such declaration or claim. As used herein:any FATCA Withholding Tax.

Taxation. All payments of principal and interest in respect of the Notes, Receipts Notes and Coupons by or on behalf of the Issuer or the Guarantor will be made without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by or on behalf of the United Kingdom, or any Tax Jurisdiction political subdivision of, or any authority in, or of, the United Kingdom having power to tax unless such withholding or deduction is required by law. In such event, the Issuer or, as the case may be, (where the Issuer is STUF) the Guarantor will pay such additional amounts as shall be necessary in order that the net amounts received by the holders of the Notes, Receipts Notes or Coupons after such withholding or deduction shall equal the respective amounts of principal and interest which would otherwise have been receivable in respect of the Notes, Receipts Notes or Coupons, as the case may be, in the absence of such withholding or deduction; except that no such additional amounts shall be payable with respect to any Note, Receipt Note or Coupon: (a) presented for payment in the United Kingdom; or (b) presented for payment by or on behalf of a holder who is liable for such taxes or duties in respect of such Note, Receipt Note or Coupon by reason of the holder his having some connection with a Tax Jurisdiction the United Kingdom, other than the mere holding of such Note, Receipt Note or Coupon; or (bc) presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof would have been entitled to an additional amount on presenting the same for payment on such thirtieth day assuming assuming, whether or not such is in fact the case, that day to have been a Payment Day (as defined in Condition 7(f6(e)); or (cd) presented for payment by or on behalf of a holder in respect of such Note, Receipt or Coupon who, at the time of such presentation, is able to avoid whom such withholding or deduction by making would not have been required had such holder provided evidence that such holder is within the charge to United Kingdom corporation tax (if that is the case) or had such holder made a declaration of non-residence nonresidence or other similar claim for exemption to the relevant tax authority or taken any other relevant procedural steps required in any of those cases in sufficient time prior to the Relevant Date to enable an exemption from withholding or deduction to be available in respect of the relevant payment of principal or interest (as the case may be). In these Terms and does Conditions, the "Relevant Date" means the date on which such payment first becomes due, except that, if the full amount of the moneys payable has not make been duly received by the Trustee or the Agent on or prior to such declaration or claim. As used herein:due date, it means the date on which, the full amount of such moneys having been so received, notice to that effect is duly given to the Noteholders in accordance with Condition 14.

Taxation. All payments of principal and and/or interest in respect of the Notes, Receipts and Notes and/or Coupons by or on behalf of the Issuer or shall (save as may be provided in the Guarantor will applicable Final Terms) be made without withholding or deduction for for, or on account of of, any present or future taxes tax, duty, assessment or duties governmental charge of whatever whatsoever nature imposed imposed, levied, collected, withheld or levied assessed by or on behalf of the United Kingdom or any Tax Jurisdiction political subdivision or any authority thereof or therein having power to tax, unless such withholding or deduction is required by law. In such that event, the Issuer or, as the case may be, the Guarantor will shall pay such additional amounts as shall be necessary will result (after such withholding or deduction) in order that the net amounts received receipt by the holders of the Notes, Receipts Notes or Coupons after such withholding or deduction shall equal of the respective amounts of principal and interest sums which would otherwise have been receivable in respect of the Notes, Receipts or Coupons, as the case may be, (in the absence of such withholding or deduction) by them in respect of their Notes and/or Coupons; except that no such additional amounts shall be payable with respect to any Note, Receipt Note or Coupon: (a) presented for payment held by or on behalf of a any holder who is liable for to such taxes tax, duty, assessment or duties charge in respect of such Note, Receipt Note or Coupon by reason of the holder his having some connection with a Tax Jurisdiction the United Kingdom other than the mere holding of such Note, Receipt Note or Coupon; orand/or (b) presented for payment in the United Kingdom; and/or (c) in circumstances where such withholding or deduction would not be required if the holder or any person acting on his behalf had obtained and/or presented any form or certificate or had made a declaration of non residence or similar claim for exemption upon the presentation or making of which the holder would have been able to avoid such withholding or deduction; and/or (d) presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof would have been entitled to an such additional amount amounts on presenting the same for payment on such thirtieth day assuming that day to have been a Payment Day (as defined in Condition 7(f)); or (c) by or on behalf of a holder at the expiry of such Noteperiod of 30 days. For the avoidance of doubt, Receipt any amounts to be paid by the Issuer on the Notes will be paid net of any deduction or Coupon whowithholding imposed or required pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code (the "Code"), at as amended, any current or future official interpretations thereof or regulations with respect to such Sections, any agreement entered into pursuant to Section 1471(b) of the time Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such presentationSections of the Code (or any law implementing such an intergovernmental agreement) (a "FATCA Withholding Tax"), is able and the Issuer will not be required to avoid such withholding or deduction by making a declaration pay additional amounts on account of non-residence or other similar claim for exemption and does not make such declaration or claim. As used herein:any FATCA Withholding Tax.

Taxation. All payments of principal and interest amounts payable in respect of the Notes, Receipts Notes and Coupons by the Issuer or the Guarantor (where applicable), as the case may be, will be made without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed imposed, withheld or levied by or on behalf of any Relevant Tax Jurisdiction (as defined in Condition 6(b)), unless such withholding or deduction is required by law. In such event, the Issuer or, as the case may be, the Guarantor (where applicable) will pay such additional amounts as shall be necessary in order that the net amounts received by the holders of the Notes, Receipts Notes or Coupons after such withholding or deduction shall equal the respective amounts of principal and interest which would otherwise have been receivable in respect of the Notes, Receipts Notes or Coupons, as the case may be, in the absence of such withholding or deduction; deduction except that no such additional amounts shall be payable with respect to any Note, Receipt or Couponas follows: (a) Where the Issuer is FCA or where payment is made pursuant to the Guarantee (in which case no additional amounts shall be paid in circumstances where any of the conditions set forth in (a)(i) to (v) of this Condition 7(a) apply, nor in circumstances where the conditions related to the relevant Issuer in this Condition 7 apply): (i) presented for payment by in the Netherlands or the United Kingdom; or (ii) to, or to a third party on behalf of of, a holder who is liable for such to those taxes or duties in respect of such Note, Receipt that Note or Coupon by reason of the holder his having some connection with a the Relevant Tax Jurisdiction other than the mere holding of such Note, Receipt the Note or CouponCoupon or the receipt of principal or interest in respect of it; or (biii) to a holder who is able to avoid the withholding by making a declaration of non- residence or other similar claim for exemption to the relevant tax authority; or (iv) presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof would have been entitled to an additional amount amounts on presenting the same it for payment on the last day of such thirtieth 30-day period assuming that day to have been a Payment Day (as defined in Condition 7(f))Day; or (cv) by for or on account of any tax, assessment or other governmental charge that would not have been imposed but for a failure by the holder or beneficial owner, or any financial institution (other than any Paying Agent) through which the holder or beneficial owner holds any Note or through which payment on the Note is made, to enter into or comply with an agreement described in Section 1471(b)(1) of the Code and the regulations thereunder or otherwise comply with Sections 1471 through 1474 of the Code, the regulations thereunder, any official interpretations thereof or any agreement, law, regulation, or other official guidance implementing an intergovernmental approach thereto. (b) Where the Issuer is FCFE: (i) presented for payment in Luxembourg; or (ii) to, or to a third party on behalf of of, a holder who is liable to those taxes or duties in respect of such Note, Receipt that Note or Coupon who, at by reason of his having some connection with the time Relevant Tax Jurisdiction other than the mere holding of such presentation, the Note or Coupon or the receipt of principal or interest in respect of it; or (iii) to a holder who is able to avoid such the withholding or deduction by making a declaration of non-non- residence or other similar claim for exemption to the relevant tax authority; or (iv) presented for payment more than 30 days after the Relevant Date except to the extent that the holder thereof would have been entitled to additional amounts on presenting it for payment on the last day of such 30-day period assuming that day to have been a Payment Day; or (v) where such withholding or deduction is imposed on a payment to a Luxembourg resident individual as per the law of December 23, 2005, as amended; or (vi) for or on account of any tax, assessment or other governmental charge that would not have been imposed but for a failure by the holder or beneficial owner, or any financial institution (other than any Paying Agent) through which the holder or beneficial owner holds any Note or through which payment on the Note is made, to enter into or comply with an agreement described in Section 1471(b)(1) of the Code and does not make such declaration the regulations thereunder or claimotherwise comply with Sections 1471 through 1474 of the Code, the regulations thereunder, any official interpretations thereof, or any agreement, law, regulation, or other official guidance implementing an intergovernmental approach thereto. As used herein:in these Conditions, “Relevant Date”, in respect of any payment, means the date on which that payment first becomes due but, if the full amount of the monies payable has not been received by the Principal Paying Agent on or before the due date, it means the date on which, the full amount of those monies having been so received, notice to that effect has been duly given to the relevant Noteholders in accordance with Condition 13.

Taxation. All payments of principal and interest in respect of the Notes, Receipts and Coupons Notes by or on behalf of the Issuer or the Guarantor will shall be made without withholding or deduction for for, or on account of of, any present or future taxes taxes, duties, assessments or duties governmental charges of whatever nature (“Taxes”) imposed or levied by or on behalf of any Tax Jurisdiction of the Relevant Jurisdictions, unless such the withholding or deduction of the Taxes is required by law. In such event, the Issuer or, as the case may be, the Guarantor will pay such additional amounts as shall may be necessary in order that the net amounts received by the holders of the Notes, Receipts or Coupons Notes after such withholding or deduction shall equal the respective amounts of principal and interest which would otherwise have been receivable in respect of the Notes, Receipts or Coupons, as the case may be, in the absence of such withholding or deduction; except that no such additional amounts shall be payable with respect to any Note, Receipt or Coupon: (a) the holder of which is liable for Taxes in respect of such Note by reason of having some connection with the Relevant Jurisdiction other than a mere holding of the Note; or (b) presented for payment in the United States; or (c) presented for payment by or on behalf of a holder who is liable for would have been able to avoid such taxes withholding or duties in respect deduction by satisfying any statutory or procedural requirements (including, without limitation, the provision of such Note, Receipt information or Coupon by reason of the holder having some connection with an Internal Revenue Service Form W-8 or Form W-9 (or a Tax Jurisdiction other than the mere holding of such Note, Receipt or Couponsuccessor form)); or (bd) presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof would have been entitled to an additional amount on presenting the same for payment on such thirtieth day assuming that day to have been a Payment Day (as defined in Condition 7(f6.4)); or (c) by . Notwithstanding the foregoing, no additional amount shall be payable for or on behalf account of (i) any taxes, duties, assessments or governmental charges that are imposed otherwise than by deduction or withholding from payments made under or with respect to the Notes, (ii) any taxes, duties, assessments or governmental charges that are imposed on or with respect to any payment on any Notes to a holder Noteholder who is a fiduciary, partnership, limited liability company, or person other than the Beneficial Owner of such Note, Receipt or Coupon who, at payment to the time of such presentation, is able to avoid such withholding or deduction by making a declaration of nonextent that the Beneficial Owner with DOCPROPERTY "cpCombinedRef" 0012034-residence or other similar claim for exemption and does not make such declaration or claim. As used herein:0005260 UKO2: 2004076912.9

Taxation. All payments of principal and interest in respect of the Notes, Receipts Notes and Coupons by the Issuer or the Guarantor will be made without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by or on behalf of the Kingdom of Sweden or any Tax Jurisdiction political subdivision or any authority thereof or therein having power to tax unless such withholding or deduction is required by law. In such event, the Issuer or, as the case may be, the Guarantor will pay such additional amounts as shall be necessary in order that the net amounts received by the holders of the Notes, Receipts Notes or Coupons after such withholding or deduction shall equal the respective amounts of principal and interest which would otherwise have been receivable in respect of the Notes, Receipts Notes or Coupons, as the case may be, in the absence of such withholding or deduction; except that no such additional amounts shall be payable with respect to any Note, Receipt Note or Coupon: (a) presented for payment by or on behalf of a holder Noteholder or Couponholder who is liable for such taxes or duties in respect of such Note, Receipt Note or Coupon by reason of the holder his having some connection with a Tax Jurisdiction the Kingdom of Sweden other than the mere holding of such Note, Receipt Note or Coupon; or (b) presented for payment where the Noteholder is able to avoid such withholding or deduction by making a declaration of non-residence or other similar claim for exemption to the relevant tax authority; or (c) presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof would have been entitled to an additional amount on presenting the same for payment on such thirtieth day assuming that day to have been a Payment Day (as defined in Condition 7(f)); or (c) by or on behalf of a holder of such Note, Receipt or Coupon who, at the time of such presentation, is able to avoid such withholding or deduction by making a declaration of non-residence or other similar claim for exemption and does not make such declaration or claimday. As used herein:, the “Relevant Date” means the date on which such payment first becomes due, except that, if the full amount of the moneys payable has not been duly received by the Agent on or prior to such due date, it means the date on which, the full amount of such moneys having been so received, notice to that effect is duly given to the Noteholders in accordance with Condition 14.

Taxation. All payments of principal and interest in respect of the Notes, Receipts Notes and Coupons by ENEL (acting as the Issuer or the Guarantor Guarantor) or by ENEL N.V. will be made without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by or on behalf of any Tax Jurisdiction (as defined below) unless such withholding or deduction is required by law. In such event, ENEL (acting as the Issuer or Guarantor) or, as the case may be, the Guarantor ENEL N.V. will pay such additional amounts as shall be necessary in order that the net amounts received by the holders of the Notes, Receipts Notes or Coupons after such withholding or deduction shall equal the respective amounts of principal and interest which would otherwise have been receivable in respect of the Notes, Receipts Notes or Coupons, as the case may be, in the absence of such withholding or deduction; except that no such additional amounts shall be payable with respect to any Note, Receipt Note or Coupon: (a) presented for payment in any Tax Jurisdiction (as defined below); or (b) presented for payment by or on behalf of a holder who is liable for such taxes or duties in respect of such Note, Receipt Note or Coupon by reason of the holder his having some connection with a Tax Jurisdiction other than the mere holding of such Note, Receipt Note or Coupon; or (bc) presented for payment by, or on behalf of, a holder who would be able to avoid such withholding or deduction by making a declaration or any other statement including, but not limited to, a declaration of residence or non-residence, but fails to do so; or (d) presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof would have been entitled to an additional amount on presenting the same for payment on such thirtieth 30th day assuming that day to have been a Payment Day (as defined in Condition 7(f6(f)); or (ce) by in relation to any payment or deduction on behalf account of imposta sostitutiva pursuant to Italian Legislative Decree 1 April 1996, No. 239 (“Decree 239”), as amended and/or supplemented or, for the avoidance of doubt, Italian Legislative Decree 21 November 1997, No. 461 as amended and supplemented and in all circumstances in which the procedures set forth in Decree 239 in order to benefit from a holder of such Note, Receipt tax exemption have not been met or Coupon who, at the time of such presentation, is able to avoid complied with; or (f) where such withholding or deduction is required to be made pursuant to Law Decree 30 September 1983, No. 512 converted into law with amendments by making Law 25 November 1983, No. 649; or (g) starting from 1 January 2021, where such withholding or deduction is required to be made pursuant to the Dutch Withholding Tax Act 2021 (Wet bronbelasting 2021); or (h) in the event of payment by ENEL (acting as Issuer or Guarantor) to a declaration of non-residence or other similar claim for exemption and Italian resident Noteholder, to the extent that the Noteholder is resident in a country which does not make such declaration or claimallow for a satisfactory exchange of information with the Italian authorities. As used herein:

Taxation. All payments of principal and and/or interest in respect of the Notes, Receipts and Notes and/or Coupons by or on behalf of the Issuer or shall (save as may be provided in the Guarantor will applicable Final Terms) be made without withholding or deduction for for, or on account of of, any present or future taxes tax, duty, assessment or duties governmental charge of whatever whatsoever nature imposed imposed, levied, collected, withheld or levied assessed by or on behalf of the UK or any Tax Jurisdiction political subdivision or any authority thereof or therein having power to tax, unless such withholding or deduction is required by law. In such that event, the Issuer or, as the case may be, the Guarantor will shall pay such additional amounts as shall be necessary will result (after such withholding or deduction) in order that the net amounts received receipt by the holders of the Notes, Receipts Notes or Coupons after such withholding or deduction shall equal of the respective amounts of principal and interest sums which would otherwise have been receivable in respect of the Notes, Receipts or Coupons, as the case may be, (in the absence of such withholding or deduction) by them in respect of their Notes and/or Coupons; except that no such additional amounts shall be payable with respect to any Note, Receipt Note or Coupon: (a) presented for payment held by or on behalf of a any holder who is liable for to such taxes tax, duty, assessment or duties charge in respect of such Note, Receipt Note or Coupon by reason of the holder his having some connection with a Tax Jurisdiction the UK other than the mere holding of such Note, Receipt Note or Coupon; orand/or (b) presented for payment in the UK; and/or (c) in circumstances where such withholding or deduction would not be required if the holder or any person acting on his behalf had obtained and/or presented any form or certificate or had made a declaration of non residence or similar claim for exemption upon the presentation or making of which the holder would have been able to avoid such withholding or deduction; and/or (d) presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof would have been entitled to an such additional amount amounts on presenting the same for payment on such thirtieth day assuming that day to have been a Payment Day (as defined in Condition 7(f)); or (c) by or on behalf of a holder at the expiry of such Noteperiod of 30 days. For the avoidance of doubt, Receipt any amounts to be paid by the Issuer on the Notes will be paid net of any deduction or Coupon whowithholding imposed or required pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, at as amended (the time "Code"), any current or future official interpretations thereof or regulations with respect to such Sections, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such presentationSections of the Code (or any law implementing such an intergovernmental agreement) (a "FATCA Withholding Tax"), is able and the Issuer will not be required to avoid such withholding or deduction by making a declaration pay additional amounts on account of non-residence or other similar claim for exemption and does not make such declaration or claim. As used herein:any FATCA Withholding Tax.

Taxation. All payments of principal and interest in respect of the Notes, Receipts Notes and Coupons by or on behalf of the Issuer or the Guarantor will be made without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by or on behalf of any Tax Jurisdiction unless such withholding or deduction is required by law. In such event, the Issuer or, as the case may be, the Guarantor will pay such additional amounts as shall be necessary in order that the net amounts received by the holders of the Notes, Receipts Notes or Coupons after such withholding or deduction shall equal the respective amounts of principal and interest which would otherwise have been receivable in respect of the Notes, Receipts Notes or Coupons, as the case may be, in the absence of such withholding or deduction; except that no such additional amounts shall be payable with respect to any Note, Receipt Note or Coupon: (a) in relation to any payment or deduction of any interest, principal or other proceeds of any Note or Coupon, presented for payment by or on behalf in the Republic of a Italy; or (b) the holder who of which is liable for such taxes or duties in respect of such Note, Receipt Note or Coupon by reason of the holder his having some connection with a Tax Jurisdiction other than the mere holding of such Note, Receipt Note or Coupon; or (bc) presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof would have been entitled to an additional amount on presenting the same for payment on such thirtieth 30th day assuming that day to have been a Payment Day (as defined in Condition 7(f5.5 (Payment Day)); or (cd) presented for payment by or on behalf of a holder of such Note, Receipt or Coupon who, at the time of such presentation, is who would be able to avoid such withholding or deduction by making a declaration or any other statement, including but not limited to, a declaration of residence or non-residence residence, but fails to do so; or (e) where such withholding or deduction is imposed on a payment to an individual or "residual entities" within the meaning of Council Directive 2003/48EC and is required to be made pursuant to Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council Meeting of 26-27 November 2000 on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive; or (f) presented for payment by or on behalf of a holder who would have been able to avoid such withholding or deduction by presenting the relevant Note or Coupon to another Paying Agent in a Member State of the European Union; or (g) in relation to any payment or deduction of any interest, principal or other proceeds of any Notes or Coupons on account of imposta sostitutiva pursuant to Italian Legislative Decree No. 239 of 1 April 1996 or future similar claim for exemption law and any related implementing regulations (each as amended or supplemented from time to time); or (h) in the event of payment to a non-Italian resident legal entity or a non-Italian resident individual, to the extent that interest or other amounts are paid to a non-Italian resident legal entity or a non-Italian resident individual which is resident in a country which does not make such declaration or claimallow for a satisfactory exchange of information with the Republic of Italy. As used herein: i. Tax Jurisdiction means the Republic of Italy or any political subdivision or any authority thereof or therein having power to tax or any other jurisdiction or any political subdivision or any authority thereof or therein having power to tax to which the Issuer becomes subject by reason of its tax residence or a permanent establishment maintained therein in respect of payments made by it of principal and interest on the Notes and Coupons; and ii. the Relevant Date means the date on which such payment first becomes due, except that, if the full amount of the moneys payable has not been duly received by the Agent on or prior to such due date, it means the date on which, the full amount of such moneys having been so received, notice to that effect is duly given to the Noteholders in accordance with Condition 13 (Notices).

Taxation. All payments of principal and interest by or on behalf of the Issuer in respect of the Notes, the Receipts and the Coupons shall be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within a Tax Jurisdiction or any political subdivision or any authority therein or thereof having power to tax to which the Issuer becomes subject in respect of payments made by it in respect of the Notes, Receipts and Coupons by the Issuer or the Guarantor will be made without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by or on behalf of any Tax Jurisdiction Coupons, unless such withholding or deduction is required by law. In such that event, the Issuer or, as the case may be, the Guarantor will shall pay such additional amounts as shall be necessary result in order that receipt by the net Noteholders and Couponholders of such amounts as would have been received by the holders of the Notes, Receipts or Coupons after them had no such withholding or deduction shall equal the respective amounts of principal and interest which would otherwise have been receivable in respect of the Notesrequired, Receipts or Coupons, as the case may be, in the absence of such withholding or deduction; except that no such additional amounts shall be payable with respect to any Note, Receipt or Coupon: (a) presented for payment by Other connection: to, or to a third party on behalf of of, a holder who is liable for to such taxes taxes, duties, assessments or duties governmental charges in respect of such Note, Receipt or Coupon by reason of the holder his having some connection with a the relevant Tax Jurisdiction other than the mere holding of such the Note, Receipt or Coupon; or (b) Lawful avoidance of withholding: to, or to a third party on behalf of, a holder who would not be liable for or subject to such withholding or deduction by making a declaration of identity, non-residence or other similar claim for exemption to the relevant tax authority if, after having been requested to make such a declaration or claim, such holder fails to do so within any applicable period prescribed by such relevant tax authority; or (c) Presentation more than 30 days after the Relevant Date: presented (or in respect of which the Certificate representing it is presented) for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof of it would have been entitled to an such additional amount amounts on presenting the same it for payment on such the thirtieth day assuming that day to have been a Payment Day (as defined in Condition 7(f)); or (c) by or on behalf of a holder of such Note, Receipt or Coupon who, at the time of such presentation, is able to avoid such withholding or deduction by making a declaration of non-residence or other similar claim for exemption and does not make such declaration or claimday. As used hereinin these Conditions:

Taxation. All payments of principal and interest amounts payable (whether in respect of the Notesprincipal, Receipts and Coupons by the Issuer interest or the Guarantor otherwise) in respect of this N Covered Bond will be made without withholding or deduction for or on account of any present or future taxes taxes, duties, assessments or duties governmental charges of whatever nature imposed or levied by or on behalf of the United Kingdom or any Tax Jurisdiction political subdivision thereof or any authority or agency therein or thereof having power to tax, unless such the withholding or deduction of such taxes, duties, assessments or governmental charges is required by lawlaw or the interpretation or administration thereof. In such eventthe event of a withholding or deduction being made by the Issuer or the Group Guarantor in respect of a payment made by it in respect of a tax imposed or levied by or on behalf of the United Kingdom or any political subdivision thereof or any authority or agency therein or thereof having power to tax, the Issuer oror the Group Guarantor, as the case may be, the Guarantor will pay such additional amounts as shall be necessary in order that the net amounts received by the holders of the NotesN Covered Bondholder, Receipts or Coupons after such withholding or deduction shall equal the respective amounts of principal and interest interest, if any, which would otherwise have been receivable in respect of the Notes, Receipts or Coupons, as the case may be, this N Covered Bond in the absence of such withholding or deduction; except that no such additional amounts shall be payable with respect to any Note, Receipt or Couponpayment in respect of this N Covered Bond: (a) if it is presented for payment by or on behalf of a holder who is liable for such taxes or duties in respect of such Note, Receipt or Coupon by reason of the holder having some connection with a Tax Jurisdiction other than the mere holding of such Note, Receipt or CouponUnited Kingdom; or (b) if the N Covered Bondholder is (i) able to avoid such withholding or deduction by satisfying any statutory requirements or by making a declaration of non-residence or other claim for exemption to the relevant taxing authority but fails to do so; or (ii) liable for such taxes, duties, assessments or governmental charges in respect of this N Covered Bond by reason of his having some connection with the United Kingdom other than merely by reason of the holding of this N Covered Bond; or (c) if it is presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof would have been entitled to an additional amount on presenting the same for payment on the last day of such thirtieth day assuming that day to have been a Payment Day (as defined in Condition 7(f))period of 30 days; or (cd) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC on the taxation of savings income or any other directive implementing the conclusions of the ECOFIN Council meeting of 26 to 27 November 2000 on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, any such directive or any agreement between the European Community and any jurisdiction providing for equivalent measures; or (e) if it is presented for payment by or on behalf of a holder of such Note, Receipt or Coupon who, at the time of such presentation, is who would be able to avoid such withholding or deduction by making presenting this N Covered Bond to another Paying Agent in a declaration Member State of non-residence or other similar claim for exemption and does not make such declaration or claimthe European Union. As used herein:: Relevant Date means the date on which such payment in respect of this N Covered Bond first becomes due and payable, except that, if the full amount of the monies payable on such date has not been received by the Bond Trustee, the Registrar or the German Paying Agent on or prior to such date, it means the date on which such monies shall have been so received and notice to that effect has been given to the holder of this N Covered Bond in accordance with Condition 10 (Notices) of these N Covered Bond Conditions.

Taxation. All payments of principal and interest in respect of the Notes, Receipts and Coupons by the Issuer or the Guarantor will Republic shall be made without withholding or deduction for for, or on account of of, any present or future taxes taxes, duties assessments or duties governmental charges of whatever whatsoever nature imposed or levied by or on behalf of the Republic, or any Tax Jurisdiction political subdivision of, or any authority therein or thereof having power to tax, unless such the withholding or deduction of such taxes, duties, assessments of other governmental charges is required by law. In such event, the Issuer or, as the case may be, the Guarantor Republic will pay such additional amounts as shall may be necessary in order that the net amounts received by the holders Holders of the Notes, Receipts or Coupons after such withholding or deduction shall equal the respective amounts of principal and interest which would otherwise have been receivable in respect of the Notes, Receipts or Coupons, as the case may be, in the absence of such withholding or deduction; , except that no such additional amounts shall be payable with respect to any Note, Receipt or CouponCoupon presented for payment: (ai) presented for payment by by, or to a third party on behalf of, a Holder of a holder Note, Receipt or Coupon who is liable for such taxes or duties in respect of such Note, Receipt or Coupon by reason of the holder his having some connection with a Tax Jurisdiction the Republic other than the mere holding of such Note, Receipt or Coupon; or (bii) presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof Holder of a Note, Receipt or Coupon would have been entitled to an receipt of additional amount amounts pursuant to this Condition on duly presenting the same for payment on such thirtieth day assuming that day to have been a Payment Day (as defined in Condition 7(f))day; or (ciii) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European Union Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000 on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive; or (iv) by or on behalf of a holder of such Note, Receipt or Coupon who, at the time of such presentation, is Holder who would have been able to avoid such withholding or deduction by making presenting the relevant Note, Receipt or Coupon to another Paying Agent in a declaration Member State of non-residence or other similar claim for exemption and does not make such declaration or claimthe European Union. As used herein:, the “Relevant Date” means the date on which such payment first becomes due, except that, if the full amount payable has not been duly received by the Fiscal Agent or, as the case may be, the Registrar, on or prior to such due date, it means the date on which notice is given to the Holders, in accordance with Condition 14, that the full amount has been received.

Taxation. All payments of principal and interest in respect of the Notes, Receipts Notes and Coupons by or on behalf of the Issuer or or, if applicable, under the Guarantor Guarantee by the Guarantor, will be made without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by or on behalf of any Tax Jurisdiction unless such withholding or deduction is required by law. In such event, the Issuer oror the Guarantor (if applicable), as the case may be, the Guarantor will pay such additional amounts as shall be necessary in order that the net amounts received by the holders of the Notes, Receipts Notes or Coupons after such withholding or deduction shall equal the respective amounts of principal and interest which would otherwise have been receivable in respect of the Notes, Receipts Notes or Coupons, as the case may be, in the absence of such withholding or deduction; except that no such additional amounts shall be payable with respect to any Note, Receipt Note or Coupon: (a) presented for payment by or on behalf in the relevant Tax Jurisdiction; (b) the holder of a holder who which is liable for such withheld or deducted taxes or duties in respect of such Note, Receipt Note or Coupon by reason of the holder having some connection with a Tax Jurisdiction other than the mere holding of such Note, Receipt Note or Coupon; (c) where such withholding or deduction is imposed pursuant to the Dutch Withholding Tax Act 2021 (Wet bronbelasting 2021); (d) where such withholding or deduction is imposed pursuant to Section 2 of the Danish Corporation Tax Act, Consolidated Act no. 1241 of 22 August 2022, as amended (in Danish: selskabsskatteloven); (e) presented for payment by or on behalf of, a holder who would not be liable for such withholding or deduction if such holder presented any form of certificate or made a declaration of non-residence or other similar claim for exemption to the relevant tax authority; or (bf) presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof would have been entitled to an additional amount on presenting the same for payment on such thirtieth day assuming that day to have been a Payment Day (as defined in Condition 7(f5(d)); or (c) by or on behalf of a holder of such Note, Receipt or Coupon who, at the time of such presentation, is able to avoid such withholding or deduction by making a declaration of non-residence or other similar claim for exemption and does not make such declaration or claim. As used herein: