Following an Automatic Conversion, the Securities shall remain in existence until the applicable Cancellation
Date (as defined herein) for the sole purpose of evidencing (a) the holders right to receive Conversion Shares or Conversion Shares Offer Consideration (as defined herein), as applicable, from the Conversion Shares Depository and
(b) the Issuers CSO Obligations, if any. All obligations of the Issuer under the Securities (except for the CSO Obligations, if any) shall be irrevocably and automatically released in consideration of the Issuers issuance of the
Conversion Shares to the Conversion Shares Depository (or other relevant recipient as described herein) on the Conversion Date.
IMPORTANTPRIIPs
REGULATION / PROHIBITION OF SALES TO EEA RETAIL INVESTORS. The Securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic
Area (EEA). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, MiFID II); or (ii) a
customer within the meaning of Directive (EU) 2016/97 (the Insurance Distribution Directive), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key
information document required by Regulation (EU) No 1286/2014 (as amended, the PRIIPs Regulation) for offering or selling the Securities or otherwise making them available to retail investors in the EEA has been prepared and therefore
offering or selling the Securities or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
IMPORTANTU.K. PRIIPs REGULATION / PROHIBITION OF SALES TO U.K. RETAIL INVESTORS. The Securities are not intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made available to any retail investor in the U.K. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of
Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law of the U.K. by virtue of the Withdrawal Act; or (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to
implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law of the U.K. by virtue of the Withdrawal
Act (U.K. MiFIR). Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law of the U.K. by virtue of the Withdrawal Act (the U.K. PRIIPs Regulation) for offering or
selling the Securities or otherwise making them available to retail investors in the U.K. has been prepared and therefore offering or selling the Securities or otherwise making them available to any retail investor in the U.K. may be unlawful under
the U.K. PRIIPs Regulation.
In addition to the above, pursuant to the U.K. Financial Conduct Authority Conduct of Business Sourcebook
(COBS) the Securities are not intended to be offered, sold or otherwise made available and should not be offered, sold or otherwise made available to retail clients (as defined in COBS 3.4) in the U.K.
U.K. MIFIR PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET MARKETSolely for the purposes of each manufacturers product approval
process, the target market assessment in respect of the Securities has led to the conclusion that: (i) the target market for the Securities is only eligible counterparties, as defined in COBS, and professional clients, as defined in U.K. MiFIR;
and (ii) all channels for distribution of the Securities to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Securities (a Distributor) should take into
consideration the manufacturers target market assessment; however, a Distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the U.K. MiFIR Product Governance Rules) is responsible for
undertaking its own target market assessment in respect of the Securities (by either adopting or refining the manufacturers target market assessment) and determining appropriate distribution channels.
Singapore SFA Product ClassificationIn connection with Section 309B of the Securities and Futures Act 2001 of Singapore (the SFA)
and the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (the CMP Regulations 2018), the Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that
the Securities are prescribed capital markets products (as defined in the CMP Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of
Investment Products and MAS Notice FAA-N16 Notice on Recommendations on Investment Products).
The Issuer is not a
bank nor an authorized deposit-taking institution which is authorized under the Banking Act 1959 (Cth) of Australia (the Australian Banking Act) nor is it authorized to carry on banking business under the Australian Banking Act. The
Securities are not obligations of any government and, in particular, are not guaranteed by the Commonwealth of Australia. The Issuer is not supervised by the Australian Prudential Regulation Authority. Securities that are offered for issue or sale
or transferred in, or into, Australia are offered only in circumstances that would not require disclosure to investors under Part 6D.2 or Part 7.9 of the Corporations Act 2001 of Australia and issued and transferred in compliance with the terms of
the exemption from compliance with section 66 of the Australian Banking Act that is available to the Issuer. Such Securities are issued or transferred in, or into, Australia in parcels of not less than A$500,000 in aggregate principal amount. An
investment in any Securities issued by the Issuer will not be covered by the depositor protection provisions in section 13A of the Australian Banking Act and will not be covered by the Australian governments bank deposit guarantee (also
commonly referred to as the Financial Claims Scheme) under the Australian Banking Act.
Notwithstanding and to the exclusion of any other term of the
Securities or any other agreements, arrangements, or understandings between us and any holder or beneficial owner of the Securities (or the Trustee on behalf of the holders of the Securities), by acquiring the Securities, each holder and beneficial
owner of the Securities acknowledges, accepts, agrees to be bound by, and consents to the exercise of, any U.K. Bail-in Power (as defined in the accompanying prospectus) by the Relevant U.K. Resolution
Authority (as defined in the accompanying prospectus) that may result in (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the Securities; (ii) the conversion of all, or a portion of, the
principal amount of, or interest on, the Securities into shares or other securities or other obligations of the Issuer or another person (and the issue to, or conferral on, the holder or beneficial owner of the Securities, of such shares, securities
or obligations); (iii) the cancellation of the Securities; and/or (iv) the amendment or alteration of the maturity, if any, of the Securities, or the amendment of the amount of interest due on the Securities, or the dates on which interest
becomes payable, including by suspending payment for a temporary period; which U.K. Bail-in Power may be exercised by means of a variation of the terms of the Securities solely to give effect to the exercise by the Relevant U.K. Resolution Authority
of such U.K. Bail-in Power. For more information, see Description of Fixed Rate Resetting Perpetual Subordinated Contingent Convertible SecuritiesAgreement with Respect to
the Exercise of U.K. Bail-in Power below and the section entitled Description of Contingent Capital SecuritiesAgreement with Respect to the Exercise of U.K.
Bail-in Power in the accompanying prospectus.
By its acquisition of the Securities, each
holder and beneficial owner of the Securities acknowledges, accepts, consents and agrees to be bound by and consents to the determinations made by the Issuer, the Independent Adviser, the Trustee, the Principal Paying Agent, the Calculation Agent or
other relevant entities, as applicable, to determine the Subsequent Interest Rate in the event the Issuer determines that a Benchmark Event has occurred or that there is a Successor Rate, including as may occur without any prior notice from the
Issuer and without the need for the Issuer to obtain any further consent from holders and beneficial owners of the