Common use of TERMS AND CONDITIONS OF THE PUBLIC OFFER Clause in Contracts

TERMS AND CONDITIONS OF THE PUBLIC OFFER. (6) The UK Listing Authority has provided the competent authorities in, inter alia, each of [Austria, Belgium, Finland, Germany, Ireland, Italy, Luxembourg, the Netherlands, Norway, Spain and Sweden [delete irrelevant ones/othersspecify](7) (together with the United Kingdom, the “Public Offer Jurisdictions”) with a certificate of approval attesting that the Prospectus has been drawn up in accordance with the Prospectus Directive. Copies of these Final Terms will be provided to the competent authorities in the Public Offer Jurisdictions (save for the Austrian competent authority which has confirmed that it does not require such a copy). The Issuer has agreed to allow the use of these Final Terms and the Prospectus by each of the Managers and any placers (authorised by any of the Managers) involved in the offer (the “Placers”) in connection with possible offers of the Notes to the public in the Public Offer Jurisdictions during the Offer Period. Investors (as defined in the final paragraph on the first page of the Prospectus) intending to acquire or acquiring the Notes from any Offeror (as defined in the final paragraph on the first page of the Prospectus) should, as indicated in the legend, make appropriate enquiries as to whether that Offeror is acting in association with the Issuer. Whether or not the Offeror is described as acting in association with the Issuer, the Issuer’s only relationship is with the Managers and the Issuer has no relationship with or obligation to, nor shall it have any relationship with or obligation to, an Investor, save as may arise under any applicable law or regulation. The Issuer is only offering to and selling to the Managers pursuant to and in accordance with the terms of the Syndicate Purchase Agreement.(8) All sales to persons other than the Managers will be made by the Managers or persons to whom they sell, and/or otherwise make arrangements with, including the Placers. The Issuer shall not be liable for any offers and/or sales of Notes to, or purchases of Notes by, Investors at any time (including during the Offer Period) (other than in respect of offers and sales to, and purchases of Notes by, the Managers and only then pursuant to the Syndicate Purchase Agreement) which are made by Managers or Placers or any other Offeror in accordance with the arrangements in place between any such Manager, Placer or other Offeror and its customers. Any person selling Notes at any time during the Offer Period may not be a financial intermediary of the Issuer; any person selling Notes at any time after the Offer Period is not a financial intermediary of the Issuer. Each of the Managers has acknowledged and agreed, and any Placer will be required by the Managers to acknowledge and agree, that for the purpose of offer(s) of the Notes the Issuer has passported the Prospectus into each of the Public Offer Jurisdictions and will not passport the Prospectus into any other European Economic Area Member State; accordingly, the Notes may only be publicly offered in Public Offer Jurisdictions during the Offer Period or offered to qualified investors (as defined in the Prospectus Directive) or otherwise in compliance with Article 3(2) of the Prospectus Directive in any other European Economic Area Member State pursuant to and in accordance with the Prospectus and the Final Terms (without modification or supplement); and that all offers of Notes by it will be made only in accordance with the selling restrictions set forth in the Prospectus and the provisions of these Final Terms and in compliance with all applicable laws and regulations, provided that no such offer of Notes shall require the Issuer or any Manager to publish a prospectus pursuant to Article 3 of the Prospectus Directive (or supplement a prospectus pursuant to Article 16 of the Prospectus Directive) or to take any other action in any jurisdiction other than as described above.

TERMS AND CONDITIONS OF THE PUBLIC OFFER. (6) The UK Listing Authority Central Bank of Ireland has provided the competent authorities in, inter alia, in each of [Austria, Belgium, Finland, Germany, Ireland, Italy, Luxembourg, the Netherlands, Norway, Spain and Sweden the United Kingdom [delete irrelevant ones/othersspecify](7) specify others]] (together with the United KingdomIreland, the “Public Offer Jurisdictions”) with a certificate of approval attesting that the Prospectus dated 12 September 2014 has been drawn up in accordance with the provisions of the Prospectus DirectiveDirective and Commission Regulation (EC) No. 809/2004. Copies of these Final Terms will be provided to the competent authorities in the Public Offer Jurisdictions (save for the Austrian competent authority which has confirmed that it does not require such a copy)Jurisdictions. [The Issuer has agreed to allow the use of these Final Terms and the Prospectus by each of the Managers [and [specify, if applicable, names of other financial intermediaries making non-exempt offers]] and any [other] placers (authorised directly or indirectly by the Issuer or any of the ManagersManagers (on behalf of the Issuer) involved in the offer which acknowledges on its website (i) that it has been duly appointed as a financial intermediary to offer the Notes during the Offer Period, (ii) that it is relying on the Issuer’s Base Prospectus and these Final Terms for such Non-exempt Offer with the consent of the Issuer and (iii) the conditions attached to that consent (the “Placers”) in connection with possible offers of the Notes to the public public, other than pursuant to Article 3(2) of the Prospectus Directive, in the Public Offer Jurisdictions during the Offer PeriodPeriod (as defined below). Investors (as defined in the final paragraph on the first page 5 of the Prospectus) intending to acquire or acquiring the Notes from any Authorised Offeror (as defined in the final paragraph on the first page 5 of the Prospectus) should, as indicated in the legend, should make appropriate enquiries as to whether that Authorised Offeror is acting in association with the Issuer. Whether or not the Authorised Offeror is described as acting in association with the Issuer, the Issuer’s only relationship is with the Managers and the Issuer has no relationship with or obligation to, nor shall it have any relationship with or obligation to, an Investor, save as may arise under any applicable law or regulation. The Issuer is only offering to and selling to the Managers pursuant to and in accordance with the terms of the Syndicate Purchase Agreement.(8) Agreement. All sales to persons other than the Managers will be made by the Managers or persons to whom they sell, and/or otherwise make arrangements with, including the Placers. The Issuer shall not be liable for any offers and/or sales of Notes to, or purchases of Notes by, Investors at any time (including during the Offer Period) (other than in respect of offers and sales to, and purchases of Notes by, the Managers and only then pursuant to the Syndicate Purchase Agreement) which are made by Managers or Placers or any other Authorised Offeror in accordance with the arrangements in place between any such Manager, Placer or other Authorised Offeror and its customers. Any person selling Notes at any time during the Offer Period may not be a financial intermediary of the Issuer; any person selling Notes at any time after the Offer Period is not a financial intermediary of the Issuer. Each of the Managers has acknowledged and agreed, and any Placer purchasing Notes from a Manager will be required notified by the Managers to acknowledge and agree, that Manager that by accepting such Notes such Placer undertakes that for the purpose of offer(s) of the Notes (i) for the duration of the Offer Period, such Placer will publish on its website (a) that it has been duly appointed as a financial intermediary to offer the Notes during the Offer Period, (b) it is relying on the Prospectus for such offer(s) with the consent of the Issuer and (c) the conditions attached to that consent and (ii) the Issuer has passported the Prospectus into each of the Public Offer Jurisdictions and will not passport the Prospectus into any other European Economic Area Member State; accordingly, the Notes may only be publicly offered in Public Offer Jurisdictions during the Offer Period or offered to qualified investors (as defined in the Prospectus Directive) or otherwise in compliance with Article 3(2) of the Prospectus Directive in any other European Economic Area Member State pursuant to and in accordance with the Prospectus and the Final Terms (without modification or supplement); and that all offers of Notes by it will be made only in accordance with the selling restrictions set forth in the Prospectus and the provisions of these Final Terms and in compliance with all applicable laws and regulations, provided that no such offer of Notes shall require the Issuer or any Manager to publish a prospectus pursuant to Article 3 of the Prospectus Directive (or supplement a prospectus pursuant to Article 16 of the Prospectus Directive) or to take any other action in any jurisdiction other than as described above.]

TERMS AND CONDITIONS OF THE PUBLIC OFFER. (6) The UK Listing Authority Central Bank of Ireland has provided the competent authorities in, inter alia, in each of [Austria, Belgium, Finland, Germany, Ireland, Italy, Luxembourg, the Netherlands, Norway, Norway and Spain and Sweden [delete irrelevant ones/othersspecify](7) ]] ([together with Ireland [and the United Kingdom]], the “Public Offer Jurisdictions”) with a certificate of approval attesting that the Prospectus dated 15 September 2023 has been drawn up in accordance with the provisions of the Prospectus DirectiveRegulation and the Commission Delegated Regulation (EU) 2019/980. Copies of these Final Terms will be provided to the competent authorities in the Public Offer Jurisdictions (save for the Austrian competent authority which has confirmed that it does not require such a copy)Jurisdictions. [The Issuer has agreed to allow the use of these Final Terms and the Prospectus in each of the Public Offer Jurisdictions by each of the Managers [and [specify, if applicable, names of other financial intermediaries making non-exempt offers]] and any [other] placers (authorised directly or indirectly by [the Issuer or] any of the ManagersManagers (on behalf of the Issuer) involved in the offer which acknowledges on its website (i) that it has been duly appointed as a financial intermediary to offer the Notes during the Offer Period, (ii) that it is relying on the Issuer’s Base Prospectus and these Final Terms for [such Non-exempt Offer] [and/or] [such UK Public Offer] with the consent of the Issuer and (iii) the conditions attached to that consent (the “Placers”) in connection with possible offers of the Notes to the public public, other than pursuant to [Article 1(4) of the Prospectus Regulation] [and] [Article 1(4) of the UK Prospectus Regulation], in the Public Offer Jurisdictions during the Offer Period. Period (as defined below).] [Investors (as defined in the final paragraph on the first page 12 of the Prospectus) intending to acquire or acquiring the Notes from any Authorised Offeror (as defined in the final paragraph on the first page 12 of the Prospectus) should, as indicated in the legend, should make appropriate enquiries as to whether that Authorised Offeror is acting in association with the Issuer. Whether or not the Authorised Offeror is described as acting in association with the Issuer, the Issuer’s only relationship is with the Managers and the Issuer has no relationship with or obligation to, nor shall it have any relationship with or obligation to, an Investor, save as may arise under any applicable law or regulation.] [UK Investors (as defined on page 13 of the Prospectus) intending to acquire or acquiring the Notes from any UK Authorised Offeror (as defined on page 13 of the Prospectus) should make appropriate enquiries as to whether that UK Authorised Offeror is acting in association with the Issuer. Whether or not the UK Authorised Offeror is described as acting in association with the Issuer, the Issuer’s only relationship is with the Managers and the Issuer has no relationship with or obligation to, nor shall it have any relationship with or obligation to, a UK Investor, save as may arise under any applicable law or regulation.] The Issuer is only offering to and selling to the Managers pursuant to and in accordance with the terms of the Syndicate Purchase Agreement.(8) Agreement. All sales to persons other than the Managers will be made by the Managers or persons to whom they sell, and/or otherwise make arrangements with, including the Placers. The Issuer shall not be liable for any offers and/or sales of Notes to, or purchases of Notes by, Investors and/or UK Investors at any time (including during the Offer Period) (other than in respect of offers and sales to, and purchases of Notes by, the Managers and only then pursuant to the Syndicate Purchase Agreement) which are made by Managers or Placers or any [other Offeror Authorised Offeror] [or any] [other UK Authorised Offeror] in accordance with the arrangements in place between any such Manager, Placer or Placer, [other Offeror Authorised Offeror] [or] [other UK Authorised Offeror] and its customers. Any person selling Notes at any time during the Offer Period may not be a financial intermediary of the Issuer; any person selling Notes at any time after the Offer Period is not a financial intermediary of the Issuer. Each of the Managers has acknowledged and agreed, and any Placer purchasing Notes from a Manager will be required notified by the Managers to acknowledge and agree, that Manager that by accepting such Notes such Placer undertakes that for the purpose of offer(s) of the Notes (i) for the duration of the Offer Period, such Placer will publish on its website (a) that it has been duly appointed as a financial intermediary to offer the Notes during the Offer Period, (b) it is relying on the Prospectus for such offer(s) with the consent of the Issuer and (c) the conditions attached to that consent and (ii) the Issuer has passported the Prospectus into each of [Austria, Germany, Italy, Luxembourg, the Public Offer Jurisdictions Netherlands, Norway and Spain [delete irrelevant ones]] and will not passport the Prospectus into any other European Economic Area Member State; accordingly, the Notes may only be publicly offered in Public Offer Jurisdictions during the Offer Period or offered to qualified investors (as defined in Article 2 of the Prospectus DirectiveRegulation and in Article 2 of the UK Prospectus Regulation) or otherwise in compliance with Article 3(21(4) of the Prospectus Directive Regulation in any other European Economic Area Member State State, or otherwise in compliance with Article 1(4) of the UK Prospectus Regulation in the UK, pursuant to and in accordance with the Prospectus and the these Final Terms (without modification or supplement); and that all offers of Notes by it will be made only in accordance with the selling restrictions set forth in the Prospectus and the provisions of these Final Terms and in compliance with all applicable laws and regulations, provided that no such offer of Notes shall require the Issuer or any Manager to publish a prospectus pursuant to Article 3 of the Prospectus Directive Regulation or Section 85 of [the Financial Services and Markets Act 2000, as amended/the FSMA] (or supplement a prospectus pursuant to Article 16 23 of the Prospectus DirectiveRegulation or Article 23 of the UK Prospectus Regulation) or to take any other action in any jurisdiction other than as described above.. [Give any details of any specific terms and conditions and agreements applicable in any of the Public Offer Jurisdictions]

TERMS AND CONDITIONS OF THE PUBLIC OFFER. (6) The UK Listing Authority Central Bank of Ireland has provided the competent authorities in, inter alia, in each of [Austria, Belgium, Finland, Germany, Ireland, Italy, Luxembourg, the Netherlands, Norway, Spain and Sweden the United Kingdom [delete irrelevant ones/othersspecify](7) specify others]] (together with the United KingdomIreland, the “Public Offer Jurisdictions”) with a certificate of approval attesting that the Prospectus dated 14 September 2012 has been drawn up in accordance with the provisions of the Prospectus DirectiveDirective and Commission Regulation (EC) No. 809/2004. Copies of these Final Terms will be provided to the competent authorities in the Public Offer Jurisdictions (save for the Austrian competent authority which has confirmed that it does not require such a copy)Jurisdictions. [The Issuer has agreed to allow the use of these Final Terms and the Prospectus by each of the Managers [and [specify, if applicable, names of other financial intermediaries making non-exempt offers]] and any [other] placers (authorised directly or indirectly by the Issuer or any of the ManagersManagers (on behalf of the Issuer) involved in the offer which acknowledges on its website (i) that it has been duly appointed as a financial intermediary to offer the Notes during the Offer Period, (ii) that it is relying on the Issuer’s Base Prospectus and these Final Terms for such Non-exempt Offer with the consent of the Issuer and (iii) the conditions attached to that consent (the “Placers”) in connection with possible offers of the Notes to the public public, other than pursuant to Article 3(2) of the Prospectus Directive, in the Public Offer Jurisdictions during the Offer PeriodPeriod (as defined below). Investors (as defined in the final paragraph on the first page 5 of the Prospectus) intending to acquire or acquiring the Notes from any Offeror (as defined in the final paragraph on the first page 5 of the Prospectus) should, as indicated in the legend, should make appropriate enquiries as to whether that Offeror is acting in association with the Issuer. Whether or not the Offeror is described as acting in association with the Issuer, the Issuer’s only relationship is with the Managers and the Issuer has no relationship with or obligation to, nor shall it have any relationship with or obligation to, an Investor, save as may arise under any applicable law or regulation. The Issuer is only offering to and selling to the Managers pursuant to and in accordance with the terms of the Syndicate Purchase Agreement.(8) Agreement. All sales to persons other than the Managers will be made by the Managers or persons to whom they sell, and/or otherwise make arrangements with, including the Placers. The Issuer shall not be liable for any offers and/or sales of Notes to, or purchases of Notes by, Investors at any time (including during the Offer Period) (other than in respect of offers and sales to, and purchases of Notes by, the Managers and only then pursuant to the Syndicate Purchase Agreement) which are made by Managers or Placers or any other Offeror in accordance with the arrangements in place between any such Manager, Placer or other Offeror and its customers. Any person selling Notes at any time during the Offer Period may not be a financial intermediary of the Issuer; any person selling Notes at any time after the Offer Period is not a financial intermediary of the Issuer. Each of the Managers has acknowledged and agreed, and any Placer purchasing Notes from a Manager will be required notified by the Managers to acknowledge and agree, that Manager that by accepting such Notes such Placer undertakes that for the purpose of offer(s) of the Notes (i) for the duration of the Offer Period, such Placer will publish on its website (a) that it has been duly appointed as a financial intermediary to offer the Notes during the Offer Period, (b) it is relying on the Prospectus for such offer(s) with the consent of the Issuer and (c) the conditions attached to that consent and (ii) the Issuer has passported the Prospectus into each of the Public Offer Jurisdictions and will not passport the Prospectus into any other European Economic Area Member State; accordingly, the Notes may only be publicly offered in Public Offer Jurisdictions during the Offer Period or offered to qualified investors (as defined in the Prospectus Directive) or otherwise in compliance with Article 3(2) of the Prospectus Directive in any other European Economic Area Member State pursuant to and in accordance with the Prospectus and the Final Terms (without modification or supplement); and that all offers of Notes by it will be made only in accordance with the selling restrictions set forth in the Prospectus and the provisions of these Final Terms and in compliance with all applicable laws and regulations, provided that no such offer of Notes shall require the Issuer or any Manager to publish a prospectus pursuant to Article 3 of the Prospectus Directive (or supplement a prospectus pursuant to Article 16 of the Prospectus Directive) or to take any other action in any jurisdiction other than as described above.]

TERMS AND CONDITIONS OF THE PUBLIC OFFER. (6) The UK Listing Authority Central Bank of Ireland has provided the competent authorities in, inter alia, in each of [Austria, Belgium, Finland, Germany, Ireland, Italy, Luxembourg, the Netherlands, Norway, Spain and Sweden the United Kingdom [delete irrelevant ones/othersspecify](7) specify others]] (together with the United KingdomIreland, the “Public Offer Jurisdictions”) with a certificate of approval attesting that the Prospectus dated 14 September 2018 has been drawn up in accordance with the provisions of the Prospectus DirectiveDirective and Commission Regulation (EC) No. 809/2004. Copies of these Final Terms will be provided to the competent authorities in the Public Offer Jurisdictions (save for the Austrian competent authority which has confirmed that it does not require such a copy)Jurisdictions. [The Issuer has agreed to allow the use of these Final Terms and the Prospectus in each of the Public Offer Jurisdictions by each of the Managers [and [specify, if applicable, names of other financial intermediaries making non-exempt offers]] and any [other] placers (authorised directly or indirectly by [the Issuer or] any of the ManagersManagers (on behalf of the Issuer) involved in the offer which acknowledges on its website (i) that it has been duly appointed as a financial intermediary to offer the Notes during the Offer Period, (ii) that it is relying on the Issuer’s Base Prospectus and these Final Terms for such Non-exempt Offer with the consent of the Issuer and (iii) the conditions attached to that consent (the “Placers”) in connection with possible offers of the Notes to the public public, other than pursuant to Article 3(2) of the Prospectus Directive, in the Public Offer Jurisdictions during the Offer PeriodPeriod (as defined below). Investors (as defined in the final paragraph on the first page 5 of the Prospectus) intending to acquire or acquiring the Notes from any Authorised Offeror (as defined in the final paragraph on the first page 5 of the Prospectus) should, as indicated in the legend, should make appropriate enquiries as to whether that Authorised Offeror is acting in association with the Issuer. Whether or not the Authorised Offeror is described as acting in association with the Issuer, the Issuer’s only relationship is with the Managers and the Issuer has no relationship with or obligation to, nor shall it have any relationship with or obligation to, an Investor, save as may arise under any applicable law or regulation. The Issuer is only offering to and selling to the Managers pursuant to and in accordance with the terms of the Syndicate Purchase Agreement.(8) Agreement. All sales to persons other than the Managers will be made by the Managers or persons to whom they sell, and/or otherwise make arrangements with, including the Placers. The Issuer shall not be liable for any offers and/or sales of Notes to, or purchases of Notes by, Investors at any time (including during the Offer Period) (other than in respect of offers and sales to, and purchases of Notes by, the Managers and only then pursuant to the Syndicate Purchase Agreement) which are made by Managers or Placers or any other Authorised Offeror in accordance with the arrangements in place between any such Manager, Placer or other Authorised Offeror and its customers. Any person selling Notes at any time during the Offer Period may not be a financial intermediary of the Issuer; any person selling Notes at any time after the Offer Period is not a financial intermediary of the Issuer. Each of the Managers has acknowledged and agreed, and any Placer purchasing Notes from a Manager will be required notified by the Managers to acknowledge and agree, that Manager that by accepting such Notes such Placer undertakes that for the purpose of offer(s) of the Notes (i) for the duration of the Offer Period, such Placer will publish on its website (a) that it has been duly appointed as a financial intermediary to offer the Notes during the Offer Period, (b) it is relying on the Prospectus for such offer(s) with the consent of the Issuer and (c) the conditions attached to that consent and (ii) the Issuer has passported the Prospectus into each of the Public Offer Jurisdictions and will not passport the Prospectus into any other European Economic Area Member State; accordingly, the Notes may only be publicly offered in Public Offer Jurisdictions during the Offer Period or offered to qualified investors (as defined in the Prospectus Directive) or otherwise in compliance with Article 3(2) of the Prospectus Directive in any other European Economic Area Member State pursuant to and in accordance with the Prospectus and the these Final Terms (without modification or supplement); and that all offers of Notes by it will be made only in accordance with the selling restrictions set forth in the Prospectus and the provisions of these Final Terms and in compliance with all applicable laws and regulations, provided that no such offer of Notes shall require the Issuer or any Manager to publish a prospectus pursuant to Article 3 of the Prospectus Directive (or supplement a prospectus pursuant to Article 16 of the Prospectus Directive) or to take any other action in any jurisdiction other than as described above.described

TERMS AND CONDITIONS OF THE PUBLIC OFFER. (6) The UK Listing Authority Central Bank of Ireland has provided the competent authorities in, inter alia, in each of [Austria, Belgium, Finland, Germany, Ireland, Italy, Luxembourg, the Netherlands, Norway, Spain and Sweden the United Kingdom [delete irrelevant ones/othersspecify](7) specify others]] (together with the United KingdomIreland, the “Public Offer Jurisdictions”) with a certificate of approval attesting that the Prospectus dated 11 September 2015 has been drawn up in accordance with the provisions of the Prospectus DirectiveDirective and Commission Regulation (EC) No. 809/2004. Copies of these Final Terms will be provided to the competent authorities in the Public Offer Jurisdictions (save for the Austrian competent authority which has confirmed that it does not require such a copy)Jurisdictions. [The Issuer has agreed to allow the use of these Final Terms and the Prospectus by each of the Managers [and [specify, if applicable, names of other financial intermediaries making non-exempt offers]] and any [other] placers (authorised directly or indirectly by [the Issuer or] any of the ManagersManagers (on behalf of the Issuer) involved in the offer which acknowledges on its website (i) that it has been duly appointed as a financial intermediary to offer the Notes during the Offer Period, (ii) that it is relying on the Issuer’s Base Prospectus and these Final Terms for such Non-exempt Offer with the consent of the Issuer and (iii) the conditions attached to that consent (the “Placers”) in connection with possible offers of the Notes to the public public, other than pursuant to Article 3(2) of the Prospectus Directive, in the Public Offer Jurisdictions during the Offer PeriodPeriod (as defined below). Investors (as defined in the final paragraph on the first page 5 of the Prospectus) intending to acquire or acquiring the Notes from any Authorised Offeror (as defined in the final paragraph on the first page 5 of the Prospectus) should, as indicated in the legend, should make appropriate enquiries as to whether that Authorised Offeror is acting in association with the Issuer. Whether or not the Authorised Offeror is described as acting in association with the Issuer, the Issuer’s only relationship is with the Managers and the Issuer has no relationship with or obligation to, nor shall it have any relationship with or obligation to, an Investor, save as may arise under any applicable law or regulation. The Issuer is only offering to and selling to the Managers pursuant to and in accordance with the terms of the Syndicate Purchase Agreement.(8) Agreement. All sales to persons other than the Managers will be made by the Managers or persons to whom they sell, and/or otherwise make arrangements with, including the Placers. The Issuer shall not be liable for any offers and/or sales of Notes to, or purchases of Notes by, Investors at any time (including during the Offer Period) (other than in respect of offers and sales to, and purchases of Notes by, the Managers and only then pursuant to the Syndicate Purchase Agreement) which are made by Managers or Placers or any other Authorised Offeror in accordance with the arrangements in place between any such Manager, Placer or other Authorised Offeror and its customers. Any person selling Notes at any time during the Offer Period may not be a financial intermediary of the Issuer; any person selling Notes at any time after the Offer Period is not a financial intermediary of the Issuer. Each of the Managers has acknowledged and agreed, and any Placer purchasing Notes from a Manager will be required notified by the Managers to acknowledge and agree, that Manager that by accepting such Notes such Placer undertakes that for the purpose of offer(s) of the Notes (i) for the duration of the Offer Period, such Placer will publish on its website (a) that it has been duly appointed as a financial intermediary to offer the Notes during the Offer Period, (b) it is relying on the Prospectus for such offer(s) with the consent of the Issuer and (c) the conditions attached to that consent and (ii) the Issuer has passported the Prospectus into each of the Public Offer Jurisdictions and will not passport the Prospectus into any other European Economic Area Member State; accordingly, the Notes may only be publicly offered in Public Offer Jurisdictions during the Offer Period or offered to qualified investors (as defined in the Prospectus Directive) or otherwise in compliance with Article 3(2) of the Prospectus Directive in any other European Economic Area Member State pursuant to and in accordance with the Prospectus and the Final Terms (without modification or supplement); and that all offers of Notes by it will be made only in accordance with the selling restrictions set forth in the Prospectus and the provisions of these Final Terms and in compliance with all applicable laws and regulations, provided that no such offer of Notes shall require the Issuer or any Manager to publish a prospectus pursuant to Article 3 of the Prospectus Directive (or supplement a prospectus pursuant to Article 16 of the Prospectus Directive) or to take any other action in any jurisdiction other than as described above.]

TERMS AND CONDITIONS OF THE PUBLIC OFFER. (6) The UK Listing Authority Central Bank of Ireland has provided the competent authorities in, inter alia, in each of [Austria, Belgium, Finland, Germany, Ireland, Italy, Luxembourg, the Netherlands, Norway, Spain and Sweden the United Kingdom [delete irrelevant ones/othersspecify](7) specify others]] (together with the United KingdomIreland, the “Public Offer Jurisdictions”) with a certificate of approval attesting that the Prospectus dated 13 September 2019 has been drawn up in accordance with the provisions of the Prospectus DirectiveRegulation and the Commission Delegated Regulation (EU) 2019/980. Copies of these Final Terms will be provided to the competent authorities in the Public Offer Jurisdictions (save for the Austrian competent authority which has confirmed that it does not require such a copy)Jurisdictions. [The Issuer has agreed to allow the use of these Final Terms and the Prospectus in each of the Public Offer Jurisdictions by each of the Managers [and [specify, if applicable, names of other financial intermediaries making non-exempt offers]] and any [other] placers (authorised directly or indirectly by [the Issuer or] any of the ManagersManagers (on behalf of the Issuer) involved in the offer which acknowledges on its website (i) that it has been duly appointed as a financial intermediary to offer the Notes during the Offer Period, (ii) that it is relying on the Issuer’s Base Prospectus and these Final Terms for such Non-exempt Offer with the consent of the Issuer and (iii) the conditions attached to that consent (the “Placers”) in connection with possible offers of the Notes to the public public, other than pursuant to Article 1(4) of the Prospectus Regulation, in the Public Offer Jurisdictions during the Offer PeriodPeriod (as defined below). Investors (as defined in the final paragraph on the first page [•] of the Prospectus) intending to acquire or acquiring the Notes from any Authorised Offeror (as defined in the final paragraph on the first page [•] of the Prospectus) should, as indicated in the legend, should make appropriate enquiries as to whether that Authorised Offeror is acting in association with the Issuer. Whether or not the Authorised Offeror is described as acting in association with the Issuer, the Issuer’s only relationship is with the Managers and the Issuer has no relationship with or obligation to, nor shall it have any relationship with or obligation to, an Investor, save as may arise under any applicable law or regulation. The Issuer is only offering to and selling to the Managers pursuant to and in accordance with the terms of the Syndicate Purchase Agreement.(8) Agreement. All sales to persons other than the Managers will be made by the Managers or persons to whom they sell, and/or otherwise make arrangements with, including the Placers. The Issuer shall not be liable for any offers and/or sales of Notes to, or purchases of Notes by, Investors at any time (including during the Offer Period) (other than in respect of offers and sales to, and purchases of Notes by, the Managers and only then pursuant to the Syndicate Purchase Agreement) which are made by Managers or Placers or any other Authorised Offeror in accordance with the arrangements in place between any such Manager, Placer or other Authorised Offeror and its customers. Any person selling Notes at any time during the Offer Period may not be a financial intermediary of the Issuer; any person selling Notes at any time after the Offer Period is not a financial intermediary of the Issuer. Each of the Managers has acknowledged and agreed, and any Placer purchasing Notes from a Manager will be required notified by the Managers to acknowledge and agree, that Manager that by accepting such Notes such Placer undertakes that for the purpose of offer(s) of the Notes (i) for the duration of the Offer Period, such Placer will publish on its website (a) that it has been duly appointed as a financial intermediary to offer the Notes during the Offer Period, (b) it is relying on the Prospectus for such offer(s) with the consent of the Issuer and (c) the conditions attached to that consent and (ii) the Issuer has passported the Prospectus into each of the Public Offer Jurisdictions and will not passport the Prospectus into any other European Economic Area Member State; accordingly, the Notes may only be publicly offered in Public Offer Jurisdictions during the Offer Period or offered to qualified investors (as defined in the Prospectus DirectiveRegulation) or otherwise in compliance with Article 3(21(4) of the Prospectus Directive Regulation in any other European Economic Area Member State pursuant to and in accordance with the Prospectus and the these Final Terms (without modification or supplement); and that all offers of Notes by it will be made only in accordance with the selling restrictions set forth in the Prospectus and the provisions of these Final Terms and in compliance with all applicable laws and regulations, provided that no such offer of Notes shall require the Issuer or any Manager to publish a prospectus pursuant to Article 3 of the Prospectus Directive Regulation (or supplement a prospectus pursuant to Article 16 23 of the Prospectus DirectiveRegulation) or to take any other action in any jurisdiction other than as described above.above.][Give any details of any specific terms and conditions and agreements applicable in any of the Public Offer Jurisdictions]

TERMS AND CONDITIONS OF THE PUBLIC OFFER. (6) The UK Listing Authority Central Bank of Ireland has provided the competent authorities in, inter alia, in each of [Austria, Belgium, Finland, Germany, Ireland, Italy, Luxembourg, the Netherlands, Norway, Spain and Sweden the United Kingdom [delete irrelevant ones/othersspecify](7) specify others]] (together with the United KingdomIreland, the “Public Offer Jurisdictions”) with a certificate of approval attesting that the Prospectus dated 18 September 2020 has been drawn up in accordance with the provisions of the Prospectus DirectiveRegulation and the Commission Delegated Regulation (EU) 2019/980. Copies of these Final Terms will be provided to the competent authorities in the Public Offer Jurisdictions (save for the Austrian competent authority which has confirmed that it does not require such a copy)Jurisdictions. [The Issuer has agreed to allow the use of these Final Terms and the Prospectus in each of the Public Offer Jurisdictions by each of the Managers [and [specify, if applicable, names of other financial intermediaries making non-exempt offers]] and any [other] placers (authorised directly or indirectly by [the Issuer or] any of the ManagersManagers (on behalf of the Issuer) involved in the offer which acknowledges on its website (i) that it has been duly appointed as a financial intermediary to offer the Notes during the Offer Period, (ii) that it is relying on the Issuer’s Base Prospectus and these Final Terms for such Non-exempt Offer with the consent of the Issuer and (iii) the conditions attached to that consent (the “Placers”) in connection with possible offers of the Notes to the public public, other than pursuant to Article 1(4) of the Prospectus Regulation, in the Public Offer Jurisdictions during the Offer PeriodPeriod (as defined below). Investors (as defined in the final paragraph on the first page 5 of the Prospectus) intending to acquire or acquiring the Notes from any Authorised Offeror (as defined in the final paragraph on the first page 5 of the Prospectus) should, as indicated in the legend, should make appropriate enquiries as to whether that Authorised Offeror is acting in association with the Issuer. Whether or not the Authorised Offeror is described as acting in association with the Issuer, the Issuer’s only relationship is with the Managers and the Issuer has no relationship with or obligation to, nor shall it have any relationship with or obligation to, an Investor, save as may arise under any applicable law or regulation. The Issuer is only offering to and selling to the Managers pursuant to and in accordance with the terms of the Syndicate Purchase Agreement.(8) Agreement. All sales to persons other than the Managers will be made by the Managers or persons to whom they sell, and/or otherwise make arrangements with, including the Placers. The Issuer shall not be liable for any offers and/or sales of Notes to, or purchases of Notes by, Investors at any time (including during the Offer Period) (other than in respect of offers and sales to, and purchases of Notes by, the Managers and only then pursuant to the Syndicate Purchase Agreement) which are made by Managers or Placers or any other Authorised Offeror in accordance with the arrangements in place between any such Manager, Placer or other Authorised Offeror and its customers. Any person selling Notes at any time during the Offer Period may not be a financial intermediary of the Issuer; any person selling Notes at any time after the Offer Period is not a financial intermediary of the Issuer. Each of the Managers has acknowledged and agreed, and any Placer purchasing Notes from a Manager will be required notified by the Managers to acknowledge and agree, that Manager that by accepting such Notes such Placer undertakes that for the purpose of offer(s) of the Notes (i) for the duration of the Offer Period, such Placer will publish on its website (a) that it has been duly appointed as a financial intermediary to offer the Notes during the Offer Period, (b) it is relying on the Prospectus for such offer(s) with the consent of the Issuer and (c) the conditions attached to that consent and (ii) the Issuer has passported the Prospectus into each of the Public Offer Jurisdictions and will not passport the Prospectus into any other European Economic Area Member State; accordingly, the Notes may only be publicly offered in Public Offer Jurisdictions during the Offer Period or offered to qualified investors (as defined in the Prospectus DirectiveRegulation) or otherwise in compliance with Article 3(21(4) of the Prospectus Directive Regulation in any other European Economic Area Member State pursuant to and in accordance with the Prospectus and the these Final Terms (without modification or supplement); and that all offers of Notes by it will be made only in accordance with the selling restrictions set forth in the Prospectus and the provisions of these Final Terms and in compliance with all applicable laws and regulations, provided that no such offer of Notes shall require the Issuer or any Manager to publish a prospectus pursuant to Article 3 of the Prospectus Directive Regulation (or supplement a prospectus pursuant to Article 16 23 of the Prospectus DirectiveRegulation) or to take any other action in any jurisdiction other than as described above.above.][Give any details of any specific terms and conditions and agreements applicable in any of the Public Offer Jurisdictions]

TERMS AND CONDITIONS OF THE PUBLIC OFFER. (6) The UK Listing Authority Central Bank of Ireland has provided the competent authorities in, inter alia, in each of [Austria, Belgium, Finland, Germany, Ireland, Italy, Luxembourg, the Netherlands, Norway, Spain and Sweden the United Kingdom [delete irrelevant ones/othersspecify](7) specify others]] (together with the United KingdomIreland, the “Public Offer Jurisdictions”) with a certificate of approval attesting that the Prospectus dated 8 September 2017 has been drawn up in accordance with the provisions of the Prospectus DirectiveDirective and Commission Regulation (EC) No. 809/2004. Copies of these Final Terms will be provided to the competent authorities in the Public Offer Jurisdictions (save for the Austrian competent authority which has confirmed that it does not require such a copy)Jurisdictions. [The Issuer has agreed to allow the use of these Final Terms and the Prospectus by each of the Managers [and [specify, if applicable, names of other financial intermediaries making non-exempt offers]] and any [other] placers (authorised directly or indirectly by [the Issuer or] any of the ManagersManagers (on behalf of the Issuer) involved in the offer which acknowledges on its website (i) that it has been duly appointed as a financial intermediary to offer the Notes during the Offer Period, (ii) that it is relying on the Issuer’s Base Prospectus and these Final Terms for such Non-exempt Offer with the consent of the Issuer and (iii) the conditions attached to that consent (the “Placers”) in connection with possible offers of the Notes to the public public, other than pursuant to Article 3(2) of the Prospectus Directive, in the Public Offer Jurisdictions during the Offer PeriodPeriod (as defined below). Investors (as defined in the final paragraph on the first page 5 of the Prospectus) intending to acquire or acquiring the Notes from any Authorised Offeror (as defined in the final paragraph on the first page 5 of the Prospectus) should, as indicated in the legend, should make appropriate enquiries as to whether that Authorised Offeror is acting in association with the Issuer. Whether or not the Authorised Offeror is described as acting in association with the Issuer, the Issuer’s only relationship is with the Managers and the Issuer has no relationship with or obligation to, nor shall it have any relationship with or obligation to, an Investor, save as may arise under any applicable law or regulation. The Issuer is only offering to and selling to the Managers pursuant to and in accordance with the terms of the Syndicate Purchase Agreement.(8) Agreement. All sales to persons other than the Managers will be made by the Managers or persons to whom they sell, and/or otherwise make arrangements with, including the Placers. The Issuer shall not be liable for any offers and/or sales of Notes to, or purchases of Notes by, Investors at any time (including during the Offer Period) (other than in respect of offers and sales to, and purchases of Notes by, the Managers and only then pursuant to the Syndicate Purchase Agreement) which are made by Managers or Placers or any other Authorised Offeror in accordance with the arrangements in place between any such Manager, Placer or other Authorised Offeror and its customers. Any person selling Notes at any time during the Offer Period may not be a financial intermediary of the Issuer; any person selling Notes at any time after the Offer Period is not a financial intermediary of the Issuer. Each of the Managers has acknowledged and agreed, and any Placer purchasing Notes from a Manager will be required notified by the Managers to acknowledge and agree, that Manager that by accepting such Notes such Placer undertakes that for the purpose of offer(s) of the Notes (i) for the duration of the Offer Period, such Placer will publish on its website (a) that it has been duly appointed as a financial intermediary to offer the Notes during the Offer Period, (b) it is relying on the Prospectus for such offer(s) with the consent of the Issuer and (c) the conditions attached to that consent and (ii) the Issuer has passported the Prospectus into each of the Public Offer Jurisdictions and will not passport the Prospectus into any other European Economic Area Member State; accordingly, the Notes may only be publicly offered in Public Offer Jurisdictions during the Offer Period or offered to qualified investors (as defined in the Prospectus Directive) or otherwise in compliance with Article 3(2) of the Prospectus Directive in any other European Economic Area Member State pursuant to and in accordance with the Prospectus and the Final Terms (without modification or supplement); and that all offers of Notes by it will be made only in accordance with the selling restrictions set forth in the Prospectus and the provisions of these Final Terms and in compliance with all applicable laws and regulations, provided that no such offer of Notes shall require the Issuer or any Manager to publish a prospectus pursuant to Article 3 of the Prospectus Directive (or supplement a prospectus pursuant to Article 16 of the Prospectus Directive) or to take any other action in any jurisdiction other than as described above.]

TERMS AND CONDITIONS OF THE PUBLIC OFFER. (6) The UK Listing Authority Central Bank of Ireland has provided the competent authorities in, inter alia, in each of [Austria, Belgium, Finland, Germany, Ireland, Italy, Luxembourg, the Netherlands, Norway, Spain and Sweden the United Kingdom [delete irrelevant ones/othersspecify](7) specify others]] (together with the United KingdomIreland, the “Public Offer Jurisdictions”) with a certificate of approval attesting that the Prospectus dated 9 September 2016 has been drawn up in accordance with the provisions of the Prospectus DirectiveDirective and Commission Regulation (EC) No. 809/2004. Copies of these Final Terms will be provided to the competent authorities in the Public Offer Jurisdictions (save for the Austrian competent authority which has confirmed that it does not require such a copy)Jurisdictions. [The Issuer has agreed to allow the use of these Final Terms and the Prospectus by each of the Managers [and [specify, if applicable, names of other financial intermediaries making non-exempt offers]] and any [other] placers (authorised directly or indirectly by [the Issuer or] any of the ManagersManagers (on behalf of the Issuer) involved in the offer which acknowledges on its website (i) that it has been duly appointed as a financial intermediary to offer the Notes during the Offer Period, (ii) that it is relying on the Issuer’s Base Prospectus and these Final Terms for such Non-exempt Offer with the consent of the Issuer and (iii) the conditions attached to that consent (the “Placers”) in connection with possible offers of the Notes to the public public, other than pursuant to Article 3(2) of the Prospectus Directive, in the Public Offer Jurisdictions during the Offer PeriodPeriod (as defined below). Investors (as defined in the final paragraph on the first page 5 of the Prospectus) intending to acquire or acquiring the Notes from any Authorised Offeror (as defined in the final paragraph on the first page 5 of the Prospectus) should, as indicated in the legend, should make appropriate enquiries as to whether that Authorised Offeror is acting in association with the Issuer. Whether or not the Authorised Offeror is described as acting in association with the Issuer, the Issuer’s only relationship is with the Managers and the Issuer has no relationship with or obligation to, nor shall it have any relationship with or obligation to, an Investor, save as may arise under any applicable law or regulation. The Issuer is only offering to and selling to the Managers pursuant to and in accordance with the terms of the Syndicate Purchase Agreement.(8) Agreement. All sales to persons other than the Managers will be made by the Managers or persons to whom they sell, and/or otherwise make arrangements with, including the Placers. The Issuer shall not be liable for any offers and/or sales of Notes to, or purchases of Notes by, Investors at any time (including during the Offer Period) (other than in respect of offers and sales to, and purchases of Notes by, the Managers and only then pursuant to the Syndicate Purchase Agreement) which are made by Managers or Placers or any other Authorised Offeror in accordance with the arrangements in place between any such Manager, Placer or other Authorised Offeror and its customers. Any person selling Notes at any time during the Offer Period may not be a financial intermediary of the Issuer; any person selling Notes at any time after the Offer Period is not a financial intermediary of the Issuer. Each of the Managers has acknowledged and agreed, and any Placer purchasing Notes from a Manager will be required notified by the Managers to acknowledge and agree, that Manager that by accepting such Notes such Placer undertakes that for the purpose of offer(s) of the Notes (i) for the duration of the Offer Period, such Placer will publish on its website (a) that it has been duly appointed as a financial intermediary to offer the Notes during the Offer Period, (b) it is relying on the Prospectus for such offer(s) with the consent of the Issuer and (c) the conditions attached to that consent and (ii) the Issuer has passported the Prospectus into each of the Public Offer Jurisdictions and will not passport the Prospectus into any other European Economic Area Member State; accordingly, the Notes may only be publicly offered in Public Offer Jurisdictions during the Offer Period or offered to qualified investors (as defined in the Prospectus Directive) or otherwise in compliance with Article 3(2) of the Prospectus Directive in any other European Economic Area Member State pursuant to and in accordance with the Prospectus and the Final Terms (without modification or supplement); and that all offers of Notes by it will be made only in accordance with the selling restrictions set forth in the Prospectus and the provisions of these Final Terms and in compliance with all applicable laws and regulations, provided that no such offer of Notes shall require the Issuer or any Manager to publish a prospectus pursuant to Article 3 of the Prospectus Directive (or supplement a prospectus pursuant to Article 16 of the Prospectus Directive) or to take any other action in any jurisdiction other than as described above.]