Common use of TERMS AND CONDITIONS OF THE SECURITIES Clause in Contracts

TERMS AND CONDITIONS OF THE SECURITIES. The following, subject to amendment and save for the paragraphs in italics, are the Terms and Conditions of the Securities, substantially as they will appear on the reverse of each of the definitive certificates evidencing the Securities. The U.S.$150,000,000 zero coupon subordinated perpetual capital securities (the “Securities”, which expression includes any further securities issued pursuant to Condition 13 (Further issues) and forming a single series therewith) of FWD Group Limited (the “Issuer”) are constituted by a deed of covenant dated 16 November 2017 (as amended or supplemented from time to time, the “Deed of Covenant”) entered into by the Issuer and are the subject of a fiscal agency agreement dated 16 November 2017 (as amended or supplemented from time to time, the “Agency Agreement”) between the Issuer, The Hongkong and Shanghai Banking Corporation Limited as registrar (the “Registrar”, which expression includes any successor registrar appointed from time to time in connection with the Securities), The Hongkong and Shanghai Banking Corporation Limited as fiscal agent (the “Fiscal Agent”, which expression includes any successor fiscal agent appointed from time to time in connection with the Securities), the transfer agent named therein (the “Transfer Agent”, which expression includes any successor or additional transfer agent appointed from time to time in connection with the Securities), the paying agents named therein (together with the Fiscal Agent, the “Paying Agents”, which expression includes any successor or additional paying agents appointed from time to time in connection with the Securities) and The Hongkong and Shanghai Banking Corporation Limited as calculation agent (the “Calculation Agent”, which expression includes any successor or additional calculation agents appointed from time to time in connection with the Securities). References herein to the “Agents” are to the Registrar, the Fiscal Agent, the Transfer Agent, the Paying Agents and the Calculation Agent and any reference to an “Agent” is to any one of them. Certain provisions of these terms and conditions (the “Terms and Conditions”) are summaries of the Agency Agreement and the Deed of Covenant and subject to their detailed provisions. The Holders (as defined in Condition 3(a) (Register, Title and Transfers – Register)) are bound by, and are deemed to have notice of, all the provisions of the Agency Agreement and the Deed of Covenant applicable to them. Copies of the Agency Agreement and the Deed of Covenant are available for inspection by Holders with prior written notice during normal business hours at the principal office for the time being of the Fiscal Agent, being at the date hereof 30th Floor, HSBC Building, 1 Queen’s Road Central, Hong Kong and at the Specified Offices (as defined in the Agency Agreement) of each of the Agents, the initial Specified Offices of which are set out below.

TERMS AND CONDITIONS OF THE SECURITIES. The following, subject to amendment and save for the paragraphs in italics, are the Terms and Conditions of the Securities, substantially as they will appear on the reverse of each of the definitive certificates evidencing the Securities. The U.S.$150,000,000 U.S.$500,000,000 zero coupon subordinated perpetual capital securities (the “"Securities”", which expression includes any further securities issued pursuant to Condition 13 (Further issues) and forming a single series therewith) of FWD Group Limited (the “"Issuer”") are constituted by a deed of covenant dated 16 November 15 June 2017 (as amended or supplemented from time to time, the “"Deed of Covenant”") entered into by the Issuer and are the subject of a fiscal agency agreement dated 16 November 15 June 2017 (as amended or supplemented from time to time, the “"Agency Agreement”") between the Issuer, The Hongkong and Shanghai Banking Corporation Limited as registrar (the “"Registrar”", which expression includes any successor registrar appointed from time to time in connection with the Securities), The Hongkong and Shanghai Banking Corporation Limited as fiscal agent (the “"Fiscal Agent”", which expression includes any successor fiscal agent appointed from time to time in connection with the Securities), the transfer agent named therein (the “"Transfer Agent”", which expression includes any successor or additional transfer agent appointed from time to time in connection with the Securities), the paying agents named therein (together with the Fiscal Agent, the “"Paying Agents”", which expression includes any successor or additional paying agents appointed from time to time in connection with the Securities) and The Hongkong and Shanghai Banking Corporation Limited as calculation agent (the “"Calculation Agent”", which expression includes any successor or additional calculation agents appointed from time to time in connection with the Securities). References herein to the “"Agents” " are to the Registrar, the Fiscal Agent, the Transfer Agent, the Paying Agents and the Calculation Agent and any reference to an “"Agent” " is to any one of them. Certain provisions of these terms and conditions (the “"Terms and Conditions”") are summaries of the Agency Agreement and the Deed of Covenant and subject to their detailed provisions. The Holders (as defined in Condition 3(a) (Register, Title and Transfers – Register)) are bound by, and are deemed to have notice of, all the provisions of the Agency Agreement and the Deed of Covenant applicable to them. Copies of the Agency Agreement and the Deed of Covenant are available for inspection by Holders with prior written notice during normal business hours at the principal office for the time being of the Fiscal Agent, being at the date hereof 30th Floor00xx Xxxxx, HSBC BuildingXXXX Xxxxxxxx, 1 Queen’s Road Central0 Xxxxx'x Xxxx Xxxxxxx, Hong Kong Xxxx Xxxx and at the Specified Offices (as defined in the Agency Agreement) of each of the Agents, the initial Specified Offices of which are set out below.

TERMS AND CONDITIONS OF THE SECURITIES. The following, subject to amendment and save for the paragraphs in italics, are the Terms and Conditions of the Securities, substantially as they will appear on the reverse of each of the definitive certificates evidencing the Securities. The U.S.$150,000,000 zero coupon U.S.$200,000,000 5.50 per cent. subordinated perpetual capital securities (the “"Securities”", which expression includes any further securities issued pursuant to Condition 13 (Further issues) and forming a single series therewith) of FWD Group Limited (the “"Issuer”") are constituted by a deed of covenant dated 16 November 2017 1 February 2018 (as amended or supplemented from time to time, the “"Deed of Covenant”") entered into by the Issuer and are the subject of a fiscal agency agreement dated 16 November 2017 1 February 2018 (as amended or supplemented from time to time, the “"Agency Agreement”") between the Issuer, The Hongkong and Shanghai Banking Corporation Limited as registrar (the “"Registrar”", which expression includes any successor registrar appointed from time to time in connection with the Securities), The Hongkong and Shanghai Banking Corporation Limited as fiscal agent (the “"Fiscal Agent”", which expression includes any successor fiscal agent appointed from time to time in connection with the Securities), the transfer agent named therein (the “"Transfer Agent”", which expression includes any successor or additional transfer agent appointed from time to time in connection with the Securities), the paying agents named therein (together with the Fiscal Agent, the “"Paying Agents”", which expression includes any successor or additional paying agents appointed from time to time in connection with the Securities) and The Hongkong and Shanghai Banking Corporation Limited as calculation agent (the “"Calculation Agent”", which expression includes any successor or additional calculation agents appointed from time to time in connection with the Securities). References herein to the “"Agents” " are to the Registrar, the Fiscal Agent, the Transfer Agent, the Paying Agents and the Calculation Agent and any reference to an “"Agent” " is to any one of them. Certain provisions of these terms and conditions (the “Terms and "Conditions”") are summaries of the Agency Agreement and the Deed of Covenant and subject to their detailed provisions. The Holders (as defined in Condition 3(a) (Register, Title and Transfers – Register)) are bound by, and are deemed to have notice of, all the provisions of the Agency Agreement and the Deed of Covenant applicable to them. Copies of the Agency Agreement and the Deed of Covenant are available for inspection by Holders with prior written notice during normal business hours at the principal office for the time being of the Fiscal Agent, being at the date hereof 30th Floor30xx Xxxxx, HSBC BuildingXXXX Xxxxxxxx, 1 Queen’s Road Central0 Xxxxx'x Xxxx Xxxxxxx, Hong Kong Xxxx Xxxx and at the Specified Offices (as defined in the Agency Agreement) of each of the Agents, the initial Specified Offices of which are set out below.

TERMS AND CONDITIONS OF THE SECURITIES. The following, subject to amendment and save for the paragraphs in italics, are the Terms and Conditions of the Securities, substantially as they will appear on the reverse of each of the definitive certificates evidencing the Securities. The U.S.$150,000,000 zero coupon subordinated perpetual U.S.$600,000,000 6.375 per cent. capital securities (each a "Security" and together, the “"Securities”", which expression includes any further securities issued pursuant to Condition 13 (Further issues) and forming a single series therewith) of FWD Group Limited (the “"Issuer”") are constituted by a deed of covenant dated 16 November 2017 13 September 2019 (as amended or supplemented from time to time, the “"Deed of Covenant”") entered into by the Issuer and are the subject of a fiscal agency agreement dated 16 November 2017 13 September 2019 (as amended or supplemented from time to time, the “"Agency Agreement”") between the Issuer, The Hongkong and Shanghai Banking Corporation Limited as registrar (the “"Registrar”", which expression includes any successor registrar appointed from time to time in connection with the Securities), The Hongkong and Shanghai Banking Corporation Limited as fiscal agent (the “"Fiscal Agent”", which expression includes any successor fiscal agent appointed from time to time in connection with the Securities), the transfer agent named therein (the “"Transfer Agent”", which expression includes any successor or additional transfer agent appointed from time to time in connection with the Securities), the paying agents named therein (together with the Fiscal Agent, the “"Paying Agents”", which expression includes any successor or additional paying agents appointed from time to time in connection with the Securities) and The Hongkong and Shanghai Banking Corporation Limited as calculation agent (the “"Calculation Agent”", which expression includes any successor or additional calculation agents appointed from time to time in connection with the Securities). References herein to the “"Agents” " are to the Registrar, the Fiscal Agent, the Transfer Agent, the Paying Agents and the Calculation Agent and any reference to an “"Agent” " is to any one of them. Certain provisions of these terms and conditions (the “"Terms and Conditions”Conditions of the Securities") are summaries of the Agency Agreement and the Deed of Covenant and subject to their detailed provisions. The Holders (as defined in Condition 3(a) (Register, Title and Transfers – Register)) are bound by, and are deemed to have notice of, all the provisions of the Agency Agreement and the Deed of Covenant applicable to them. Copies of the Agency Agreement and the Deed of Covenant are available for inspection by the Holders with prior written notice and proof of holding and identity satisfactory to the Fiscal Agent during normal business hours at the principal office for the time being of the Fiscal Agent, being at the date hereof 30th Floor00xx Xxxxx, HSBC BuildingXXXX Xxxxxxxx, 1 Queen’s Road Central0 Xxxxx'x Xxxx Xxxxxxx, Hong Kong Xxxx Xxxx and at the Specified Offices (as defined in the Agency Agreement) of each of the Agents, the initial Specified Offices of which are set out below.

TERMS AND CONDITIONS OF THE SECURITIES. The following, subject to amendment and save for the paragraphs in italics, are the Terms and Conditions of the Securities, substantially as they will appear on the reverse of each of the definitive certificates evidencing the Securities. The U.S.$150,000,000 zero coupon U.S.$250,000,000 6.25 per cent. subordinated perpetual capital securities (the “"Securities”", which expression includes any further securities issued pursuant to Condition 13 (Further issues) and forming a single series therewith) of FWD Group Limited (the “"Issuer”") are constituted by a deed of covenant dated 16 November 24 January 2017 (as amended or supplemented from time to time, the “"Deed of Covenant”") entered into by the Issuer and are the subject of a fiscal agency agreement dated 16 November 24 January 2017 (as amended or supplemented from time to time, the “"Agency Agreement”") between the Issuer, The Hongkong and Shanghai Banking Corporation Limited as registrar (the “"Registrar”", which expression includes any successor registrar appointed from time to time in connection with the Securities), The Hongkong and Shanghai Banking Corporation Limited as fiscal agent (the “"Fiscal Agent”", which expression includes any successor fiscal agent appointed from time to time in connection with the Securities), the transfer agent named therein (the “"Transfer Agent”", which expression includes any successor or additional transfer agent appointed from time to time in connection with the Securities), the paying agents named therein (together with the Fiscal Agent, the “"Paying Agents”", which expression includes any successor or additional paying agents appointed from time to time in connection with the Securities) and The Hongkong and Shanghai Banking Corporation Limited as calculation agent (the “"Calculation Agent”", which expression includes any successor or additional calculation agents appointed from time to time in connection with the Securities). References herein to the “"Agents” " are to the Registrar, the Fiscal Agent, the Transfer Agent, the Paying Agents and the Calculation Agent and any reference to an “"Agent” " is to any one of them. Certain provisions of these terms and conditions (the “"Terms and Conditions”") are summaries of the Agency Agreement and the Deed of Covenant and subject to their detailed provisions. The Holders (as defined in Condition 3(a) (Register, Title and Transfers – Register)) are bound by, and are deemed to have notice of, all the provisions of the Agency Agreement and the Deed of Covenant applicable to them. Copies of the Agency Agreement and the Deed of Covenant are available for inspection by Holders with prior written notice during normal business hours at the principal office for the time being of the Fiscal Agent, being at the date hereof 30th Floor00xx Xxxxx, HSBC BuildingXXXX Xxxxxxxx, 1 Queen’s Road Central0 Xxxxx'x Xxxx Xxxxxxx, Hong Kong Xxxx Xxxx and at the Specified Offices (as defined in the Agency Agreement) of each of the Agents, the initial Specified Offices of which are set out below.