(根据特拉华州法律注册为有限责任公司)


(根据英国法律成立为有限责任公司)


临时全球票据,最高可达


系列本金合计


附注的标题


不可撤销且无条件地由


联合利华(英国)


联合利华美国公司


(根据英国法律成立为有限责任公司)


(根据特拉华州法律注册为有限责任公司)


本临时全球票据针对以下对象发行


临时全球票据本金金额


一次发行的本金[●]系列本金合计[●][合计本金金额]注释标题[(《注释》)作者:][签发人姓名或名称][(“发行人”),并享有以下担保的利益][(“担保人”][”)包含在以下定义的信托契约中。该等票据由发行人与该等发行人的其他各方(担保人)订立的日期为一九九四年七月二十二日的信托契据(「信托契据」,其中包括任何修订或补充)构成][及该文件所列为担保人的其他各方及The Law Debrider Trust Corporation p.l.c. (the“受托人”,该词应包括法律债务信托公司的任何继承人。以其身份不时为票据持有人)。 发行人已收到承诺,所有承诺均符合就票据而编制的条件(定义见信托契约)及最终条款或定价补充(如适用)(“最终条款”),于下列日期: ]到期日[1包括所有到期日超过365天的票据的方括号内的文字。 41日,根据该日起, ][文字和数字命名]或其中指明的其他赎回金额 [并在该通知书所指明的日期,按通知书所指明的利率,缴付该等本金的利息。][所有这些都受并符合条件。 如果适用的最终条款表明本临时全球票据拟作为新的全球票据,则本临时全球票据所代表的票据面值应为欧洲结算银行SA/NV和Clearstream Banking S.A.记录中不时录入的总额。(统称“ICSDs”)。ICSD的记录(本临时全面票据中的表述是指每个ICSD为其客户持有的记录,反映客户在本临时全面票据所代表的票据中的权益金额)应为本临时全面票据所代表的票据面值的确证,并为此目的,ICSD在任何时候发出的声明,说明本临时环球票据所代表的票据面额,即为该ICSD当时记录的确证。 如适用的最终条款表明本临时全球票据并非拟为新的全球票据,则本临时全球票据所代表的票据面值应为适用的最终条款所述的金额,或(如较低)由发行人或其代表在本协议附表相关栏最近输入的面值。 除本协议另有规定外,本临时整体票据的持有人有权享有发行人的相同责任,犹如该持有人是本协议所述票据的持有人一样,而根据本临时整体票据的持有人支付的所有款项及向本临时整体票据的持有人支付的款项均有效及有效,以偿付及解除发行人就票据的相应责任。 日期或之后(「交换日期」),即票据原发行日期后40天,国际证券交易委员会(ICSD)按本临时整体票据权益持有人的指示,以实质上载于本临时整体票据附件一的格式,向主要付款代理发出通知后,根据适用的最终条款的规定,本临时整体票据可全部或部分更换为(a)如果适用的最终条款表明本临时整体票据拟成为新的整体票据,在永久性全球说明中记录在ICSD记录中的权益,或者如果适用的最终条款表明本临时全球说明不打算成为新的全球说明,永久性的全球票据(“永久性全球性票据”)代表了这些票据,其形式基本上是(须填写)载于信托契约附表2或(b)正式附注(“证明票据”),大致上按信托契据附表3所列的格式(须予填写)。 在兑换全部本临时环球票据时,本临时环球票据须交回或交回德意志银行伦敦分行作为主要付款代理人(“主要付款代理人”,该用语应包括德意志银行伦敦分行在其指定办事处的任何继任者)。发行人应促使:(a)如果适用的最终条款表明本临时全球票据拟成为新的全球票据,且本临时全球票据将被交换为永久全球票据,则以本临时全球票据的全部或部分交换,该等交易的详细资料应按比例输入国际证券交易委员会的记录,以使本临时全球票据所代表的票据面值减去本临时全球票据的面值,全球票据如此交换;或 ][42(B)如果适用的最终条款表明该临时全球票据不是一种新的全球票据,或者如果适用的最终条款表明该临时全球票据的意图是一种新的全球票据,并且该临时全球票据将被交换为最终票据,则在仅交换该临时全球票据的部分时,应由发行人或其代表将该交换的详细情况记入本附表中,据此,该临时全球票据及其所代表的票据的面值应减去该临时全球票据所交换的面值。本临时全球票据交换永久全球票据时,应由发行人或其代表在永久全球票据的附表中填写交换细节。如上所述,如果临时全球票据的利益被交换为永久全球票据,则该永久全球票据的利益此后可被交换为最终票据,如上所述。][在交换日期前到期的利息只能在以下情况下支付:(A)在向与票据有关的指定办事处的主要支付代理出示临时全球票据时,如果适用的最终条款表明该临时全球票据打算成为一种新的全球票据,则无需提交该临时全球票据;及(B)在欧洲结算银行SA/NV或Clearstream Banking S.A.或任何其他相关结算系统的运营者发出的一份或多份证书交付给主要付款代理时或在一定程度上,该证书的日期不早于相关利息支付日期,其格式大致如本协议附件二所列。]在就本临时全球票据支付利息的任何情况下,发行人应促使:(A)如果适用的最终条款表明本临时全球票据旨在成为新的全球票据,则应在ICSD的记录中记录该付款的细节;或(B)如果适用的最终条款表明本临时全球票据不打算成为新的全球票据,则在本协议的附表中予以注明。[在就本临时全球票据支付本金或赎回金额或本临时全球票据所代表的票据将被注销的任何情况下,发行人应促使:(A)如果适用的最终条款表明本临时全球票据拟为一种新的全球票据,则此类付款、赎回或注销(视情况而定)的细节应按比例记入ICSD的记录中,并在作出任何此类记项后,记录在ICSD记录中并由本临时全球票据代表的票据的面值,应减去如此赎回和注销的票据的面值总额,或减去支付此类款项的票据的总额(或在部分付款的情况下,减去相应的部分);及(B)如适用的最终条款显示本临时全球票据并非拟为新的全球票据,(I)已就其作出上述付款的票据(或如属部分付款,则为其相应部分)或以最终形式交付或将予注销的票据的本金总额,及(Ii)本临时全球票据的剩余本金金额(应为本临时全球票据的先前本金43减去上文(I)所述的款额),在附表中注明,因此,就所有目的而言,本临时全球票据的本金金额应与最近如此注明的金额相同。就本临时全球票据所代表的票据而到期应付的款项,须向本临时全球票据的持票人支付,而如此支付的每一笔款项,将会解除发行人对该票据的责任。任何未能填写上述记项的情况,均不影响该项清缴。本临时全球票据以及由此产生或与之相关的任何非合同义务均受英国法律管辖,并将根据英国法律进行解释。]发行人已在信托契据内,为受托人及票据持有人的利益,同意英格兰法院具有司法管辖权聆讯及裁定因信托契据或票据(包括与信托契约或票据产生或相关的任何非合约责任有关的申索或争议)而可能引起或与信托契约或票据相关的任何诉讼、诉讼或法律程序(“法律程序”),并为此目的不可撤销地接受该等法院的司法管辖权管辖。发行人已于信托契据中同意,在英格兰开展任何法律程序的法律程序文件,可透过预付邮资的挂号或记录派递函件寄往联合利华(英国)信托契据第32条所载地址寄往发行人。本协议或信托契约中包含的任何内容均不影响以法律允许的任何其他方式送达法律程序文件的权利。提交英格兰法院的司法管辖权并不(亦不得解释为)限制受托人或票据持有人或他们中的任何人在任何其他具司法管辖权的法院提起法律程序的权利,如适用法律容许在任何其他司法管辖区提起法律程序,则在任何一个或多个司法管辖区提起法律程序亦不妨碍在任何其他司法管辖区提起法律程序(不论是否同时进行)。[2本临时综合票据在作为主要付款代理人的德意志银行伦敦分行认证之前,不得用于任何目的,如果适用的最终条款表明,该临时全球票据拟成为新的全球票据(i)拟以允许欧元体系资格的方式持有,或(ii)发行人已通知主要付款代理,其生效将适用,并由ICSD指定为共同保管人的实体生效。 代表发行人的正式授权人员的手签以证明。 ]签发人姓名或名称[通过]手动签名[(duly授权) 产品名称: 标题:伦敦发行 ]2填写发行人并非在英格兰和威尔士注册成立的地方。 44代表德国银行伦敦分行作为主要付款代理人,无追索权、担保或责任。 [●]手动签名[s](duly授权) 产品名称: 标题: [s]无追索权、担保或责任的担保 作为共同的安全保障者 [手动签名]3姓名: 标题:3仅在以下情况下才需要重新发行:(i)拟成为符合欧元体系条件的新全球票据,如适用的最终条款所述,或(ii)发行人已指示主要付款代理人将适用生效。 45附表4付款、交付永久性纸币、兑换永久性纸币及注销纸币付款、交付或注销日期当时支付的利息金额本金额或(视情况而定)当时支付的赎回金额当时交付的赎回本金总额本临时性整体本金总额该票据随后兑换为永久性全球票据当时注销的票据的本金总额本临时性全球票据的剩余本金额授权签署人4只有当适用的最终条款表明本临时性全球票据并非拟作为新的全球票据时,才应填写本附表。 [46附件一 ]就将本临时通用票据兑换为永久通用票据或临时通用票据而发出的证书格式:[签发人姓名或名称]债券本金总额及标题


兹证明,仅根据我们收到的书面证明、经测试的电传或电子传输的证明,来自我们记录中作为有权获得以下部分本金的人的成员组织,(本公司「成员机构」),其效力大致载于1994年7月22日经修订的信托契约,自本协议之日起,不时重申或补充。 [上述证券的本金额(i)由下列人士拥有:(a)美国公民或居民,(b)国内合伙企业,(c)国内公司或其他应作为公司征税的实体,(d)不动产,其收入须缴纳美国联邦所得税,不论其来源为何,或(e)信托(x)受美国境内法院和经修订的《1986年国内税收法典》所指的一名或多名“美国人”的主要监管,有权控制每个此类信托的所有实质性决策,或(y)根据适用的财政条例作出有效选择,以被视为国内信托("美国人"),(ii)由美国人拥有,(a)是美国金融机构的外国分支机构(如美国财政条例第1.165—12(c)(1)(iv)节所定义(“金融机构”)为自己的帐户或转售而购买,或(b)通过购买证券并在本协议日期持有证券(如《美国财政条例》第1.163—5(c)(2)(i)(D)(6)节中描述的"通过获得"和"通过持有"等术语)美国金融机构的外国分支机构(在(a)或(b)的任一情况下,每家美国金融机构均已代表其本身或通过其代理人同意,我们可通知发行人或发行人的代理人,其将遵守第165(j)(3)(A)条的要求,(B)或(C)1986年国内税收法典,经修订,及其相关条例),(iii)为在受限制期间转售目的由美国或外国金融机构拥有(如美国财政条例第1.163—5(c)(2)(i)(D)(7)节所定义),或(iv)由非─美国人或在不需要根据1933年美国证券法登记的交易中购买此类证券的美国人(《证券法》)(本条款(iv)中使用的术语应具有证券法下S条例赋予它们的含义)或州证券法,以及进一步含义,上文第(iii)条所述的美国或外国金融机构,(不论是否也在第(i)款中描述,(ii)或(iv))已证明他们没有购买证券的目的是直接或间接转售给美国人或美国境内的人,国家或其属地。 我们进一步证明(i)我们不提供随函交换(或如有相关,行使任何权利或收集任何权益)在此类证书中除外的临时全球证券的任何部分,以及(ii)截至本协议日期,我们尚未收到任何会员组织的通知,大意是该等会员组织所作的声明,在本协议的日期,随此提交的部分中的任何部分(或行使任何权利或收集任何权益)不再真实,且不能依赖。 此处使用的"美国"是指美利坚合众国(包括美国和哥伦比亚特区);其"属地"包括波多黎各、美属维尔京群岛、关岛、美属萨摩亚、威克岛和北马里亚纳群岛。 47我们理解,本认证是与某些税法和(如适用)美国某些证券法相关的要求。与此相关,如果行政或法律诉讼开始或威胁与本认证相关,我们不可否认地授权您向此类诉讼中的任何相关方出示本认证。 日期:5][Euroclear Bank SA/NV/Clearstream Banking S.A.]通过[授权签名]产品名称: 标题:5日期不得早于交易日。 48附件二 [就在交换日期前到期支付的利息而发出的证明书的格式:]签发人姓名或名称[债券本金总额及标题]兹证明,仅根据本公司已收到的书面证明、经测试的电传或电子传送,自本公司记录中的成员组织(本公司的「成员组织」),作为有权获得下文所列部分本金额的人士,其效力大致上载于1994年7月22日的信托契约(截至本协议日期) [●][●]上述证券的本金额(i)由下列人士拥有:(a)美国公民或居民,(b)国内合伙企业,(c)国内公司或其他应作为公司征税的实体,(d)不动产,其收入须缴纳美国联邦所得税,不论其来源为何,或(e)信托(x)受美国境内法院和经修订的《1986年国内税收法典》所指的一名或多名“美国人”的主要监管,有权控制每个此类信托的所有实质性决策,或(y)根据适用的财政条例作出有效选择,以被视为国内信托("美国人"),(ii)由美国人拥有,(a)是美国金融机构的外国分支机构(如美国财政条例第1.165—12(c)(1)(iv)节所定义(“金融机构”)为自己的帐户或转售而购买,或(b)通过购买证券并在本协议日期持有证券(如美国财政部条例第1.163—5(c)(2)(i)(D)(6)节所述的"通过"和"通过"持有"等术语)美国金融机构的外国分支机构(在(a)或(b)情况下,每家美国金融机构均已同意,代表其本身或通过其代理人,我们可告知发行人或发行人的代理人,其将遵守经修订的1986年《国内税收法典》第165(j)(3)(A)、(B)或(C)条的要求,以及相关法规),或(iii)为在受限制期间内转售目的而由美国或外国金融机构拥有(如美国财政条例第1.163—5(c)(2)(i)(D)(7)节所定义),并进一步说明上述第㈢款所述的美国或外国金融机构,(无论是否也在第(i)或(ii)款中描述)已证明其购买证券的目的并非直接或间接转售给美国人或美国境内的人或其属地。 此处使用的"美国"是指美利坚合众国(包括美国和哥伦比亚特区);其"属地"包括波多黎各、美属维尔京群岛、关岛、美属萨摩亚、威克岛和北马里亚纳群岛。 我们进一步证明(i)我们不提供随函交换(或如有相关,行使任何权利或收集任何权益)在此类证书中除外的临时全球证券的任何部分,以及(ii)截至本协议日期,我们尚未收到任何会员组织的通知,大意是该等会员组织所作的声明,在本协议的日期,随此提交的部分中的任何部分(或行使任何权利或收集任何权益)不再真实,且不能依赖。 我们理解,本认证是与某些税法和(如适用)美国某些证券法相关的要求。与此相关,如果行政或法律诉讼开始或威胁与本认证相关,我们不可否认地授权您向此类诉讼中的任何相关方出示本认证。 49日期:6[Euroclear Bank SA/NV/Clearstream Banking S.A.]通过[授权签名[名称:标题:6不早于相关付息日期。]50附件III


前几份证书中所指的账户持有人证明格式:[签发人姓名或名称][债券本金总额及标题][兹证明,自本协议之日起,除下文所述外,您为我们的账户持有的上述证券(I)由以下人士所有:(A)美国公民或居民;(B)国内合伙企业;(C)国内公司或其他应作为公司纳税的实体;(D)其收入应缴纳美国联邦所得税的财产,不论其来源为何;或(E)信托(X)受美国境内法院的主要监督,且一个或多个1986年《国税法》(经修订)所指的“美国人”有权控制每个此类信托的所有重大决定,或(Y)已根据适用的财政部条例作出有效选择,被视为国内信托(“美国人”);(2)由美国人(S)拥有:(A)是美国金融机构(根据美国财政部条例1.165-12(C)(1)(Iv)节(“金融机构”)的定义)的外国分支机构,为自己的账户购买或转售,或(B)通过并在本协议日期持有证券(如美国财政部条例1.163-5(C)(2)(I)(D)(6)节所述的“通过”和“持有”等术语)美国金融机构的外国分支机构(在(A)或(B)两种情况下,每一家美国金融机构特此代表其自身或通过其代理人同意:您可以告知发行人或发行人的代理人,其将遵守1986年修订的《国税法》第165(J)(3)(A)、(B)或(C)节的要求,或(Iii)为美国或外国金融机构(S)所有,用于在限制期内转售(定义见美国财政部条例1.163-5(C)(2)(I)(D)(7)),此外,如果证券的所有者是上文第(Iii)款所述的美国或外国金融机构(无论是否也在第(I)或(Ii)款中描述),则进一步证明该金融机构没有出于直接或间接转售给美国人或美国境内的人或其财产的目的而购买证券。这里所用的“美国”是指美利坚合众国(包括美国和哥伦比亚特区);其“财产”包括波多黎各、美属维尔京群岛、关岛、美属萨摩亚、维克岛和北马里亚纳群岛。我们承诺,如果任何适用的声明不正确,我们将在您打算按照您的操作程序为我们的账户提交与您持有的证券有关的证明的日期或之前,通过测试过的电传及时通知您,在没有任何此类通知的情况下,可以假定此证明自该日期起适用。本认证例外且与以下内容无关]在吾等作出上述证明前,吾等不能就上述证券中的该等权益作出证明,而吾等亦明白,交换及交付最终证券(或如有关,行使任何权利或收取任何权益)是不能作出的。我们理解,根据美国的某些税法和某些证券法(如果适用),该认证是必需的。与此相关,如果与本认证相关或将与本认证相关的行政诉讼或法律诉讼被启动或受到威胁,我们不可撤销地授权您向该诉讼中的任何利害关系方出示本认证。51日期:7[●]帐户持有人[●][作为或作为债券的实益拥有人的代理人。通过]授权签名[名称:标题:7,日期不得早于交换日期或有关付息日期(视属何情况而定)前15天。52永久全球钞票系列编号附表二:]序列号:[任何负有这一义务的美国人将受到美国所得税法的限制,包括国内税法第165(J)条和第1287(A)条规定的限制。][1本全球票据尚未、也不会根据1933年修订后的《美国证券法》(以下简称《证券法》)注册,不得在美国境内或为美国人的账户或利益而发行或出售,除非在某些交易中不受证券法和所有适用的州证券法的注册要求的约束。本办法所用术语,与证券法S规定的含义相同。1在所有到期日超过365天的票据上包括括号内的语言。53][联合利华为荷兰公司提供资金。]联合利华资本公司[●]联合利华(英国)[●][(根据荷兰法律注册为有限责任公司,其公司总部设在荷兰鹿特丹)](根据特拉华州法律注册为有限责任公司)[(根据英国法律成立为有限责任公司)]关于以下方面的永久全球钞票


全球票据本金金额[表示高达][系列本金合计][附注的标题]无条件且不可撤销地保证[●]联合利华(英国)[●][联合利华美国公司](根据英国法律成立为有限责任公司)[(根据特拉华州法律注册为有限责任公司)]本永久全球票据是针对以下对象发行的[●]永久全球票据本金金额[●][一次发行的本金]系列本金合计[合计本金金额][注释标题][(《注释》)作者:][发行人名称][(the“发行人”),并享有担保(“担保”)的利益, ][(“担保人”]”)包含在以下定义的信托契约中。该等票据由发行人与该等发行人的其他各方(担保人)订立的日期为一九九四年七月二十二日的信托契据(「信托契据」,其中包括任何修订或补充)构成[及该文件所列为担保人的其他各方及The Law Debrider Trust Corporation p.l.c.作为受托人(“受托人”,该词应包括The Law Debrider Trust Corporation p.l.c.)的任何继承人。以其身份不时为票据持有人提供)。 发行人已收到承诺,所有承诺均符合票据之条件(定义见信托契约)及就票据拟备之最终条款或定价补充(如适用)(“最终条款”),于交回本票据时向持票人付款, ]到期日[或在较早的日期,按该日期支付本金。 ][字数和数字命名]或其中指明的其他赎回金额 [并在该通知书所指明的日期,按通知书所指明的利率,缴付该等本金的利息。][,所有这些都受条件和条件的约束。 如果适用的最终条款表明该永久性环球票据拟成为新环球票据,则该新环球票据所代表的票据面值应为欧洲结算银行SA/NV和Clearstream Banking S.A.记录中不时输入的总额。(统称“ICSDs”)。ICSD的记录(本永久性环球票据中的表述是指每个ICSD为其客户持有的记录,该等记录反映该等客户在本永久性环球票据所代表的票据中的权益数额)应为本永久性环球票据所代表的票据面额的确证,并为此目的,ICSD在任何时候发布的声明,说明本永久性环球纸币所代表的纸币面额,即为该ICSD当时记录的确证。 如果适用的最后条款表明本永久性整体票据并非拟作为新的整体票据,则本永久性整体票据所代表的票据的面值应为 ][54适用的最后条款所述的金额,或发行人或其代表最近在本协议附表有关栏所列的名义金额(如较低)。 本永久性整体票据的持有人有权享有发行人的相同责任,犹如该持有人是本永久性整体票据的持有人一样,而根据本永久性整体票据的持有人支付的所有款项及向该持有人支付的款项均有效及有效,以偿付及解除发行人就该等票据的相应责任。 倘适用的最终条款有此规定,则本永久性环球票据可于持有人行使有关选择权后,全部(但非仅部分)兑换为基本上符合信托契约附表三所列形式(待填妥后)的正式票据(“永久性票据”),且除非适用的最终条款另有规定,否则费用由发行人承担。为行使该选择权,持票人必须在要求交付该等担保票据的日期前至少四十五天,将该永久性环球票据存入作为主要付款代理的德意志银行伦敦分行,(“主要付款代理人”),该词包括德意志银行股份公司的任何继承人,伦敦分行以其身份)在其指定办事处,并附有在此妥为填写的兑换表格。 在任何情况下,该永久性全球票据将可全部(但不可部分)(费用由发行人承担)兑换为永久性票据:(i)关闭清算系统:欧洲结算银行(Euroclear)或Clearstream Banking S.A.(“Clearstream Luxembourg”)或任何其他相关结算系统连续14天(因法定假日原因除外)或宣布永久停止营业的意向;(ii)违约:发生细则10A所述的任何情况,票据到期应付;或(iii)预扣或扣减:如受托人信纳,在有关系列票据的下一次到期付款时,发行人或任何付款代理将须就该等票据的任何付款作出任何扣除或预扣,而该等票据为最终形式则无须作出。 ][在任何情况下,就本永久性环球票据支付利息,发行人应促使:(a)如适用的最终条款表明本永久性环球票据拟为新环球票据,则有关付款的详情须记入国际证券交易委员会的记录;或(b)如适用的最后条款表明本永久性环球票据并非拟作为新环球票据,则在本协议附表中注明相同。]凡就本永久全球票据支付本金或赎回金额,或在本永久全球票据按上述方式兑换时,或在本永久全球票据所代表的任何票据将予注销的情况下,发行人应促使:(A)如适用的最终条款显示本永久全球票据拟为一种新的全球票据,则该等付款、赎回、交换或注销(视属何情况而定)的详情应按比例记入ICSD的记录内,并在作出任何该等记项后,记录在ICSD记录中并由本永久全球票据代表的票据的名义金额,应减去如此赎回和注销的票据的名义总额,或减去就其付款的票据55的总额(或在部分付款的情况下,减去其相应部分);以及(B)如果适用的最终条款表明本永久全球票据不打算是一种新的全球票据,(I)已就其付款的票据(或如为部分付款,则为其相应部分)、或以最终形式交付或将被注销的票据的本金总额,以及(Ii)本永久全球票据的剩余本金金额(应为本票据的上一本金额减去上文(I)所述的金额)在本协议的附表中注明,因此,就所有目的而言,本永久全球票据的本金金额应与最近如此注明的金额相同。就本永久全球票据当其时所代表的票据而到期的款项,须向本永久全球票据的持票人支付,而如此支付的每一笔款项,将会解除发行人对该票据的责任。任何未能填写上述记项的情况,均不影响该项清缴。如果最初代表票据的临时全球票据仅部分兑换了该永久全球票据,然后将就该永久全球票据的剩余本金或部分进一步兑换,则在就该票据在其指定办事处向主要付款代理人出示该永久全球票据时,如果该临时全球票据的本金总额因该进一步交换而减少,则出票人应促使:(A)如果适用的最终条款表明该永久全球票据拟为一种新的全球票据,此种交流的细节应记入ICSD的记录中;或(B)如果适用的最终条款表明本永久全球票据不打算成为新的全球票据,则此类交换的细节应由发行人或其代表在本协议的附表中填写。在进行任何此类交换时,本永久全球票据所代表的票据的面值应增加所交换的票据的面值。本永久全球票据以及由此产生或与之相关的任何非合同义务均受英国法律管辖,并将根据英国法律进行解释。[发行人已在信托契据内,为受托人及票据持有人的利益同意,英格兰法院具有司法管辖权聆讯及裁定因信托契据或票据(包括与信托契约或票据产生或相关的任何非合约责任)(“法律程序”)可能引起或相关的任何诉讼、诉讼及法律程序(“法律程序”),并为此目的不可撤销地接受该等法院的司法管辖权管辖。发行人在信托契约中同意,在英格兰开展任何法律程序的法律程序文件,可透过预付邮资的挂号或记录派递函件邮寄至联合利华(英国)当时的信托契约第32条所载地址而送达发行人。本协议或信托契约中包含的任何内容均不影响以法律允许的任何其他方式送达法律程序文件的权利。提交英格兰法院的司法管辖权不应(也不得解释为)限制受托人或票据持有人或他们中的任何人在任何其他具有司法管辖权的法院提起法律程序的权利,在适用法律允许的范围内,在任何一个或多个司法管辖区提起法律程序,亦不得阻止在任何其他司法管辖区(不论是否同时进行)进行法律程序。]2 2如Issuer并非在英格兰或威尔斯成立为法团,请填上。56在德意志银行伦敦分行确认并代表德意志银行伦敦分行为主要付款代理人之前,本永久全球钞票在任何情况下均无效,且如适用的最终条款显示,此永久全球钞票拟为一种新的全球钞票,其持有方式将容许欧元系统符合资格,或(Ii)发行人已通知主要付款代理人适用,并由ICSD指定为共同保管人的实体完成。由一位正式授权的高级职员代表发卡人手工签署,作为见证。[发行人名称]通过[手动签名](duly授权) 产品名称: 标题:伦敦发行 [57经德意志银行伦敦分行认证为主要付款代理,无追索权、担保或责任,由]手动签名[●](duly授权) 产品名称: 标题: [s]无追索权、担保或责任的担保 作为共同的安全保障者 [s]手动签名[3名称:标题:3本永久全球票据只有在以下情况下才需要生效:(I)按照适用的最终条款的规定,该永久全球票据旨在成为符合欧元系统条件的新全球票据,或(Ii)发行者已通知委托人付款代理适用生效。]58交换通知……作为该永久全球票据的持有者,在该永久全球票据存放于其指定办事处时,为该票据的目的,现行使选择权,将该永久全球票据整体兑换为最终形式的票据,并指示该等最终形式的票据可供其从主要付款代理人的指定办事处领取。按(正式授权)名称:标题:59附表4付款、交付最终票据、进一步交换临时全球票据及取消票据付款日期、交付日期、进一步交换临时全球票据或注销利息然后支付的本金金额或当时已支付的本金总额然后交付的最终全球票据的本金总额进一步交换临时全球票据的本金总额本次永久全球票据授权签署的本金4只有在适用的最终条款表明本全球票据不打算成为新的全球票据时,才应填写附表4。60最终注明A部的附表3格式[在附注的封面上:]面额[任何负有这一义务的美国人将受到美国所得税法的限制,包括国内税法第165(J)条和第1287(A)条规定的限制。]12本票据不曾、也不会根据1933年修订的《美国证券法》(以下简称《证券法》)进行登记,不得在美国境内或为美国人的账户或利益进行发售或出售,除非在某些交易中不受证券法和所有适用的州证券法的登记要求的约束。本办法所用术语,与证券法S规定的含义相同。


联合利华为荷兰公司提供资金。[联合利华资本公司]联合利华(英国)[(根据荷兰法律注册为有限责任公司,其公司总部设在荷兰鹿特丹)](根据特拉华州法律注册为有限责任公司)[(根据英国法律成立为有限责任公司)]系列本金合计[附注的标题]无条件且不可撤销地保证[●][●]联合利华(英国)和联合利华美国公司在联合和多个基础上/联合利华美国公司[这]注释标题[形成了一系列[注释标题](“债券”)本金总额为


插入系列本金总额[颁发者][联合利华金融荷兰公司/联合利华资本公司/联合利华(英国)][2作为发行人(“发行人”),并享有以下担保的利益]联合利华(英国)和联合利华美国公司/联合利华美国公司[3(“担保人”][“载于下文界定的信托契据内)][以共同和各别为基础][并依据一份日期为1994年7月22日的信托契据(“信托契据”,其表述须包括对该契据的任何修订或补充)发出,而该契据是发行人与其内指名为发行人、担保人的其他公司之间订立的][和其他被指名为担保人的公司和作为受托人的法律债权信托公司。价值发行者收到的承诺,全部符合条款和条件][在此批注/附于此/以引用方式并入本文][及与票据及信托契据有关而拟备的最后条款,以在本证书交出时支付予持票人][到期日]或于相应的较早日期支付本金金额:12包括所有到期日超过365天的票据的括号内文字。61[文字和数字的面额]或其中指明的其他赎回金额 [并在该通知书所指明的日期,按通知书所指明的利率支付本合同本金的利息。]根据荷兰储蓄券法(Wet inzake spaarbewijzen),本票据的每次转让和承兑(不从事专业或贸易的个人之间除外):(a)必须通过发行人或Euronext Amsterdam N.V.成员的调解进行;及(b)如涉及实物交付,则须记录在交易单据内,该单据须包括各方的名称及地址、交易性质以及所转让票据的编号及序号。[根据荷兰储蓄券法(Wet inzake spaarbewijzen),本票据的每次转让和承兑(不从事专业或贸易的个人之间除外):(a)必须通过发行人或Euronext Amsterdam N.V.成员的调解进行;及(b)如涉及实物交付,则除非是专业借款人与专业贷款人之间作出,否则必须记录在交易单据内,该单据须包括各方的姓名或名称及地址、交易的性质,以及所转让票据的编号及序号。]本说明不应[在本票据已作为主付款代理人认证之前,本票据或与本票据有关的任何利息券均不得用于任何目的。 本说明书以及由此产生或与之相关的任何非合同义务均受英国法律管辖,并应根据英国法律解释。 代表发行人的正式授权人员的传真签名作为证明。 ]UNIVER FINANCE NETHERLAND B.V./ UNILEVER CAPITAL CORPORATION/UNILEVER PLC[签发人姓名或名称]13仅在附注计息处插入。 14如果票据(i)是零息票据或其他票据,符合荷兰储蓄券法所定义的储蓄券的资格(湿inzake spaarbewijzen),(ii)在荷兰实际发行或在荷兰主要贸易过程中或其后立即分销,(iii)并非在Euronext Amsterdam N.V.的证券交易所上市及(iv)不符合商业票据或存款证的资格。 15如果票据(i)是零息票据或其他票据,符合荷兰储蓄证书法所定义的储蓄证书资格(湿inzake spaarbewijzen),(ii)在荷兰实际发行或在荷兰主要贸易过程中或其后立即分销,(iii)并非在Euronext Amsterdam N.V.证券交易所上市及(iv)符合商业票据或存款证的资格。 [16]仅在附注不计息的地方插入。 [17]只在附注有利息的地方插入。 18.酌情修改。 [62通过 ]手动或传真签名[s](duly授权) 产品名称: 标题:伦敦发行 [代表德国银行伦敦分行作为主要付款代理人,无追索权、担保或责任。 ]手动签名[s](duly授权) 产品名称: 标题: [如果没有规定支付利息的单独息票,则应包括适当的网格,以记录本金和/或利息的支付(视情况而定)。]在附注的背面:[条款和条件 ]如附件六所述,并由适用的最终条款补充[在条款和条件的末尾:]主要付款代理德意志银行股份有限公司伦敦分行Winchester House 1 Great Winchester Street London EC2N 2DB付款代理ABN AMRO Bank N.V. Gustav Mahlerlaan 10 P.O. Box 283(HQ7050)1000 EA阿姆斯特丹荷兰63部分B优惠券形式 [随附附注(计息、固定利率、有优惠券):]13. [任何负有这一义务的美国人将受到美国所得税法的限制,包括国内税法第165(J)条和第1287(A)条规定的限制。]14 [UNIVER FINANCE NETHERLAND B.V.,一家位于荷兰鹿特丹的公司/UNILEVER CAPITAL CORPORATION/UNILEVER PLC]15 [20无条件和不可剥夺的保证, ]16 [UNILEVER PLC和UNILEVER United States,INC.联合和个别的基础上/UNILEVER United States,INC.[债券的金额及名称]18 [序列号:]优惠券


到期日期[此优惠券须支付给持票人(受条款和条件约束 ]背书/附于/以提述方式并入[●][●]这个[注释标题](the“注”),本优惠券所涉及的最后条款,该票据对本息票持有人具有约束力,不论其当时是否附于该票据),在主要付款代理或任何付款代理的办事处,(或任何其他或其他付款代理人及╱或不时妥为委任并通知票据持有人的指定办事处)。 [本优惠券所涉及的票据,在该等条款及条件所指明的若干情况下,可能在本优惠券到期日前到期赎回。在此情况下,本优惠券将失效,且不会就此付款。][UNIVER FINANCE NETHERLAND B.V./ UNILEVER CAPITAL CORPORATION/UNILEVER PLC]23的 [手动或传真签名][24(正式授权) 产品名称: 标题:19在所有到期日超过365天的票据上列入方括号内的文字。 20、酌情修改。 21.酌情修改。 22如优惠券不会因票据提早赎回而失效,则删去。 23酌情修订24联合利华金融荷兰公司,包括签字人的姓名和头衔。 64 ]在每张优惠券的反面[65主要付款代理德意志银行伦敦分行温彻斯特大厦1 Great Winchester Street London EC2N 2DB付款代理荷兰银行Gustav Mahlerlaan 10 P.O.Box 283(HQ7050)1000 EA荷兰阿姆斯特丹][66 C部]19 [附注(附息、浮息及附息):]任何负有这一义务的美国人将受到美国所得税法的限制,包括国内税法第165(J)条和第1287(A)条规定的限制。[联合利华为荷兰公司提供资金。]21 [联合利华资本公司][联合利华(英国)[●]](根据荷兰法律注册为有限责任公司,其公司总部设在荷兰鹿特丹)[●](根据特拉华州法律注册为有限责任公司)[●](根据英国法律成立为有限责任公司)[无条件且不可撤销地保证]UNILEVER PLC和UNILEVER United States,INC.联合和个别的基础上/UNILEVER United States,INC.[债券的金额及名称]年到期利息的票面利率[该款项须予支付(受条款及条件规限]22 [●][批注/附连/以参考方式并入]这个[注释标题](“附注”)于主要付款代理人或本附注背面所列任何付款代理人的办事处(或不时妥为委任并通知票据持有人的任何其他或其他付款代理人及/或指定办事处),以及其中所指对本券持有人具约束力的最终条款(不论是否附于该票据)。[本优惠券所涉及的票据,在该等条款及条件所指明的若干情况下,可能在本优惠券到期日前到期赎回。在此情况下,本优惠券将失效,且不会就此付款。]UNIVER FINANCE NETHERLAND B.V./ UNILEVER CAPITAL CORPORATION/UNILEVER PLC


28乘以[手动或传真签名][29(正式授权)名称:标题:25在所有到期日超过365天的票据上包括括号内的文字。26适当修订。27如在提早赎回债券时,息票不会失效,请删去。28适当修订。29如果是联合利华财务荷兰公司,则包括签字人的姓名和头衔。67]25 [每张优惠券背面:][主要付款代理德意志银行伦敦分行温彻斯特大厦1 Great Winchester Street London EC2N 2DB付款代理荷兰银行Gustav Mahlerlaan 10 P.O.Box 283(HQ7050)1000 EA荷兰阿姆斯特丹68 D部分塔龙][附注(附息及附息):][任何负有这一义务的美国人将受到美国所得税法的限制,包括国内税法第165(J)条和第1287(A)条规定的限制。][联合利华为荷兰公司提供资金。][联合利华资本公司]联合利华(英国)[(根据荷兰法律注册为有限责任公司,其公司所在地为荷兰鹿特丹)]26 [(根据特拉华州法律注册为有限责任公司)](根据英国法律成立为有限责任公司)[●]无条件且不可撤销地保证[UNILEVER PLC和UNILEVER United States,INC.联合和个别的基础上/UNILEVER United States,INC.]债券的金额及名称[爪子用于进一步的优惠券在所有属于本爪子附属的票据的优惠券到期后,进一步的优惠券](包括购买更多优惠券的塔龙)[将在主要付款代理或本协议背面所列的任何付款代理的指定办事处(或任何其他或进一步付款代理和/或根据条款和条件不时正式提供的指定办事处)发出 ]27 [●][背书/附于/以提述方式并入]这个[注释标题](the在出示和交出本Talon后,本Talon所属的“票据”)以及其中提及的最终条款(无论是否附于该票据,对本Talon持有人具有约束力)。初始付款代理人及其指定办事处见本协议背面。 根据上述条款和条件,在某些情况下,该等票据可能在本Talon的原定兑换到期日之前到期赎回,在任何情况下,本Talon将失效,不得就本Talon进行兑换。 [UNIVER FINANCE NETHERLAND B.V./ UNILEVER CAPITAL CORPORATION/UNILEVER PLC]31号 [手动或传真签名][32(正式授权)30在所有到期日超过365天的票据上加入方括号内的文字。 31.酌情修改。 32在联合利华金融荷兰公司一案中,包括签字人的姓名和头衔。 69姓名: 标题: ]30 [在每个爪的背面:][主要付款代理德意志银行股份有限公司伦敦分行Winchester House 1 Great Winchester Street London EC2N 2DB付款代理ABN AMRO Bank N.V. Gustav Mahlerlaan 10 P.O. Box 283(HQ7050)1000 EA阿姆斯特丹荷兰 ][70全球证书附表4表格 ][联合利华为荷兰公司提供资金。][联合利华资本公司][联合利华(英国)](根据荷兰法律注册为有限责任公司,其公司总部设在荷兰鹿特丹)[(根据特拉华州法律注册为有限责任公司)]23 [(根据英国法律成立为有限责任公司)]所保障 [联合利华(英国)]和[联合利华美国公司](根据英国法律成立为有限责任公司)[(根据特拉华州法律注册为有限责任公司)]全球证书全球证书编号[●][本全球证书是就本证书附表A部分所指明的部分及系列的债券(“债券”)而发行的]联合利华金融荷兰公司[联合利华资本公司]联合利华(英国)[(“发行人”),并由]联合利华(英国)


和[联合利华美国公司][(“担保人”][“)。本全球证书证明名列注册纪录册的人士(“注册持有人”)已注册为本证书附表A部所列面额、指定货币及指定面额的票据的持有人。解释和定义本全球证书中对“条件”的引用是指适用于发行人与发行人、担保人等各方于2023年5月16日签署的信托契约(经修订或补充)附表6所列格式的票据的条款和条件][以及被指定为担保人的其他当事人][和法律债务信托公司P.L.C.作为受托人,该格式如被本全球证书的条款(包括本全球证书的补充定义和本证书附表A部分所列的任何修改或增加)所补充和/或修改和/或取代,如有任何冲突,以补充和/或修改或补充为准)。本全球证书中使用的其他大写术语应具有条件或信托契约中给予它们的含义。承诺就收到的价值向发行者支付本全球证书所代表的票据的持有人(如不会就该等票据进一步付款,则须退还本全球证书)在到期日(或在根据条件赎回时须根据条件赎回的款项可根据条件偿还的较早日期),就本全球证书所代表的票据而在赎回时须支付的款额,以及(除非本证书所代表的票据不产生利息)就该等票据支付利息,利息由生效日期起计,按付款日的利率计算,并按照条件中规定的计算方法计算,但计算方法是按照本全球证书所代表的票据的总金额,连同根据条件可能应支付的其他款项和额外金额(如有),按照条件进行计算。 就本全球证书而言,(a)本全球证书所代表的票据持有人受付款代理协议条款约束,(b)发行人证明,登记持有人于本协议日期已登记为本全球证书所代表的票据持有人,(c)本全球证书仅为权利证明,(d)本环球证书所代表的票据的所有权只在登记册上适当登记时才转移,及(e)只有本环球证书所代表的票据持有人才有权就本环球证书所代表的票据收取付款。 交换个人证书此全球证书将全部交换(但非部分)经正式认证及填妥的个人证明书(该表述具有信托契约中给出的含义),如果最终条款规定“在全球证书中描述的有限情况下”,则如果发生以下任何一种事件:(i)关闭结算系统:欧洲结算银行SA/NV("欧洲结算")或Clearstream Banking S.A. 个人证书的交付每当本环球证书被兑换为个人证书时,该个人证书的总本金额应等于本环球证书的本金额。 在由全球证书的注册持有人或其代表向注册官提交完成和交付该等个人证书所需的信息后五个工作日内提交全球证书(包括但不限于,个人证明书将以其名义登记的人的姓名或名称及地址,以及每名该等人持有的本金额)在注册官的指定办事处交回本环球证书。 该等交换应根据信托契约及付款代理协议的条文以及有关付款代理协议所列票据的转让及登记的规例进行,特别是应不向任何持有人收取费用,但处长就任何税项或任何性质的其他税项而要求作出的弥偿,交易所 如持有本总证书所代表的票据仅可全部转让,则在转让该等持有时向受让人发出的证书应为总证书。在部分转让被允许的情况下,向受让人发出的证书不得为全球证书,除非受让人提出要求,并向登记官证明其是Clearstream、Luxembourg、Euroclear和/或替代结算系统的代名人。 会议就任何票据持有人会议而言,就票据持有人会议的法定人数要求而言,本环球证书所代表的票据持有人(除非本环球证书仅代表一张票据)应被视为两名人士,并有权就票据指定货币的每一完整货币单位投一票。 本全球证书在经注册处或其代表认证前,不得就任何目的而生效,而如属只根据NSS持有的记名票据,则由有关结算系统委任为共同保障人的实体生效。 本全球证书以及由其产生或与之相关的任何非合同义务应受英国法律管辖并根据其解释。 全球证书的签名页以资证明,发行人已代表其签署本全球证书。 日期自发行日期起。 ][联合利华为荷兰公司提供资金。]环球资本公司[Unilever PLC][由:认证证书本全球证书由注册官或代表注册官认证。德意志银行卢森堡分行注册人:授权签字人,仅供认证之用。本全球证书由共同安全管理员或其代表完成][常见安全措施][作为共同保管人:仅为完成通过新系统持有的已登记票据的目的而授权签字人][74已收到的价值转账表格已签署的转账至........................................................................................................................................(请用印刷体或打字填写受让人姓名和地址)]本全球证书所代表的票据的名义金额及其下的所有权利。注明日期的........................................................签署.认证签名说明:(I)完成转让的人的签名应符合本全球证书所代表的票据持有人提供的正式授权的签名样本列表,或(如果该签名与本全球证书表面的名称相对应)由公证机构或认可银行认证,或由转让代理或注册官合理要求的其他证据支持。(2)票据持有人的代表应说明他签署遗嘱执行人的身份。75附表[●]将适用的最终条款中与《条件》或《全球证书》有关的条款作为附表插入。[76个人证书附表5格式][联合利华为荷兰公司提供资金。][联合利华资本公司]联合利华(英国)[(根据荷兰法律注册为有限责任公司,其公司总部设在荷兰鹿特丹)][(根据特拉华州法律注册为有限责任公司)][(根据英国法律成立为有限责任公司)]所保障 [s]联合利华(英国)[s][和]联合利华美国公司[(根据英国法律成立为有限责任公司)][(根据特拉华州法律注册为有限责任公司)][系列编号]发行名称[本证书证明]的


(“登记持有人”)在本合约日期已登记为[●]名义金额[上述系列债券(以下简称“债券”)的]联合利华金融荷兰公司[联合利华资本公司][联合利华(英国)][(“发行者”)由][联合利华(英国)][和][联合利华美国公司](“担保人”[“),如本合同标题所指定。该等票据须受本附注所批注的条款及条件(“该等条件”)规限,并受该等条件所述信托契约的规限及受惠而发行。条件中定义的词语在本证书中具有相同的含义。对于收到的价值,发票人承诺在到期日(或在根据条件赎回时根据条件可成为按照条件偿还的金额的较早日期),向本证书所代表的票据的持有人(S)支付根据条件赎回时根据本证书所代表的票据而须支付的款额,并(除非本证书所代表的票据(S)不生息)就该等票据支付利息(除非本证书所代表的票据(S)不生息),在该等条件所规定的款额及付款日期,连同根据该等条件可予支付的其他款项及额外款额(如有的话),按照该等条件。就本证书而言,(A)本证书所代表的票据(S)的持有人受付款代理协议的条文约束,(B)出票人证明登记持有人在本证书日期当日已作为本证书所代表的票据(S)的持有人记入登记册,(C)本证书仅作为权利的证据,(D)本证书所代表的票据(S)的所有权仅在正式登记于登记册时转移,及(E)只有本证书所代表的纸币(S)的持有人有权就本证书所代表的纸币(S)收取款项。在注册官或其代表认证之前,本证书不得为任何目的而生效。77本证书由签发人代表其签署,特此为证。日期截至发行日期。][联合利华为荷兰公司提供资金。][环球资本公司][Unilever PLC][由:认证证书本证书由注册官或其代表认证。德意志银行卢森堡分行注册人:授权签字人,仅供认证之用。]78背面:I附注的条款和条件[●][根据信托契约第17(E)条并以其规定的方式成为发行人。 129(E) ]已同意保证支付新发行人根据信托契约应付的所有款项,以及就新发行人按本协议及信托契约所列方式发行的任何票据。 (F) [●]受托人已收到新发行人注册成立国家的法律顾问的法律意见, [●]及英国法律顾问,令其合理满意,其大意为,除其他外,新发行人, [每个人都有能力和权力签署本补充契据,当该新发行人签署和交付时, ],本补充契据将构成该新发行人的有效及具法律约束力的责任。[1因此,本补充契约现予保留,并特此声明如下:1定义及诠释(A)在本补充契约中,任何提述“代理人”之处均指主要付款代理人、其他付款代理人、计算代理人、过户登记处、其他过户代理人或其中任何一名。 (B)在适用范围内,除非本协议另有规定,信托契约第1条所载的定义及条文应适用于本补充契约(包括本补充契约的叙述),并纳入本补充契约。 2新发行人之确认新发行人特此委任受托人(而受托人特此接纳该委任)按信托契约所载之相同条款担任受托人。 3确保 ][兹确认信托契约第8条所载之担保适用于新发行人根据信托契约或根据信托契约所欠之所有款项及任何与之相关之票据或息票。 4委任代理人新发行人现按付款代理协议所载相同条款委任各代理人为其代理人,各代理人接受其委任为新发行人就新发行人发行的任何票据的代理人,并须遵守适用于该等条款及条件、付款代理协议的条文,以及就此而言,须采取一切附带的行动。 5纳入条款现声明,信托契据、其附表、条件及付款代理协议之所有契诺、承诺、权力、义务及╱或其他条文,均视为已纳入本补充契据,其方式及范围犹如已在作出必要修订后,全文载于本补充契据并适用于新1的叙述(F)及本补充契据第6条为替代方案,其中一项(由受托人决定)应予删除。 ][130发行人,和(在不损害上述一般性的原则下)新发行人据此承诺:(iii)以受托人为受益人,妥为履行及遵守上述承诺、承诺、权力、义务及╱或由或根据信托契约或附表或条件施加于或影响其的其他条款,并受其约束;及(iv)以受托人及各代理人为受益人,妥为履行及遵守上述契诺、承诺、权力、义务及╱或由或根据付款代理协议施加或影响该契诺、承诺、权力、义务及╱或其他条文,并受其约束。 6 ]条件本补充契约将不会生效,除非及直至受托人已收到新发行人注册成立的国家的法律顾问的意见及 [及在英格兰,令其合理满意,其中包括新发行人, ][各自有能力及权力订立本补充契据,且本补充契据构成新发行人的有效及具法律约束力的责任, ][7副本本补充契据可签署任何数目的副本,每份副本均须相同,所有副本合并后应构成同一份文书,而任何一方均可签署任何副本,以签立本补充契据。 本协议各方面应受中华人民共和国大陆地区法律的管辖。 9 ]司法管辖权关于本补充契据所产生的所有申索(包括与本补充契据所产生或与本补充契据有关的任何非合约义务有关的申索) [s]双方分别同意英格兰法院有管辖权解决任何该等索赔,因此任何诉讼、诉讼或法律程序(统称为“法律程序”)均可在该等法院提起。本条所载的任何内容均不限制对下列行为提起诉讼的任何权利。 [在任何其他有管辖权的法院提起诉讼,在一个或多个司法管辖区提起诉讼也不妨碍在任何其他司法管辖区提起诉讼,无论是否同时提起诉讼。中的每 ][明确同意,任何法律诉讼程序或任何要求或任何通知可以通过预付邮资的挂号或记录的交付信向其提出或送达,地址是联合利华公司当时的信托契约第32条所列的地址,(或在其书面通知受托人并获受托人不时批准的其他职位)并注明联合利华有限公司集团秘书或联合利华有限公司其他官员, ][可以书面通知受托人,受托人应不时批准。]131本补充契据已由双方签立为证,并拟于上述第一个日期交付,特此作为见证。132发放发行人补充地契附表9本补充地契制定如下


年月日[The Terms and Conditions that are set out in the Sixth Schedule to the Trust Deed as amended by and incorporating any additional provisions forming part of such Terms and Conditions and set out in Part A of the applicable Final Terms shall be set out here.] 79 Form of Transfer For value received the undersigned transfers to .................................................................... .................................................................... (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF TRANSFEREE) [●] nominal amount of the Notes represented by this Certificate, and all rights under them. Dated ........................................................ Signed ............................................. Certifying Signature Notes: (i) The signature of the person effecting a transfer shall conform to a list of duly authorised specimen signatures supplied by the holder of the Notes represented by this Certificate or (if such signature corresponds with the name as it appears on the face of this Certificate) be certified by a notary public or a recognised bank or be supported by such other evidence as a Transfer Agent or the Registrar may reasonably require. (ii) A representative of the Noteholder should state the capacity in which he signs. Unless the context otherwise requires capitalised terms used in this Form of Transfer have the same meaning as in the Trust Deed dated 16 May 2023 between the Issuer and the other parties named therein as issuers, the Guarantor[s][ and the other parties named therein as guarantors] and The Law Debenture Trust Corporation p.l.c. as trustee. [TO BE COMPLETED BY TRANSFEREE: [INSERT ANY REQUIRED TRANSFEREE REPRESENTATIONS, CERTIFICATIONS, ETC.]] PRINCIPAL PAYING AGENT & TRANSFER AGENT Deutsche Bank AG, London Branch Winchester House 1 Great Winchester Street London EC2N 2DB United Kingdom PAYING AGENT ABN AMRO Bank N.V. Gustav Mahlerlaan 10 P.O. Box 283 (HQ7212) 1000 EA Amsterdam the Netherlands REGISTRAR Deutsche Bank Luxembourg S.A. 2, Boulevard Konrad Adenauer L-1115 Luxembourg Luxembourg 80 The Sixth Schedule Terms and Conditions of the Notes The Notes are constituted by a trust deed dated [16 May] 2023 (the “Trust Deed”, which expression shall include any amendments or supplements thereto or any restatement thereof) made between Unilever Finance Netherlands B.V. (“UFN”), Unilever PLC (“PLC”) and Unilever Capital Corporation (“UCC”) as issuers (the “Issuers” and each an “Issuer”, which expression shall include any Group Company (as defined below) which becomes an Issuer as contemplated by Condition 15 or 17), PLC and Unilever United States, Inc. (“UNUS”) as guarantors of the Notes as hereinafter described (the “Guarantors” and each a “Guarantor”) and The Law Debenture Trust Corporation p.l.c. (the “Trustee”, which expression shall include any successor to The Law Debenture Trust Corporation p.l.c. in its capacity as such) as trustee for the holders of each Series of the Notes (the “Noteholders”). Pursuant to the Trust Deed, the Notes issued by (i) UFN (the “UFN Notes”) are guaranteed unconditionally and irrevocably on a joint and several basis by PLC and UNUS, (ii) PLC (the “PLC Notes”) are guaranteed unconditionally and irrevocably by UNUS and (iii) UCC (the “UCC Notes” and, together with the UFN Notes and the PLC Notes, the “Notes”) are guaranteed unconditionally and irrevocably on a joint and several basis by PLC and UNUS. These terms and conditions (the “Conditions”) are summaries of, and are subject to, the detailed provisions of the Trust Deed, which includes the form of the Bearer Notes, Certificates, Coupons and Talons referred to below. A paying agency agreement dated 22 July 1994 (the “Paying Agency Agreement”, which expression shall include any amendments or supplements thereto or any restatement thereof) has been entered into between UFN, PLC, UNUS and UCC in their capacities as Issuers and Guarantors (as applicable), Deutsche Bank AG, London Branch as principal paying agent (the “Principal Paying Agent”, which expression shall include any successor to Deutsche Bank AG, London Branch in its capacity as such and any substitute or additional principal paying agent appointed in accordance with the Paying Agency Agreement), the paying agents named therein (the “Paying Agents”, which expression shall, unless the context otherwise requires, include the Principal Paying Agent and any substitute or additional paying agents appointed in accordance with the Paying Agency Agreement), the registrar for the time being (the “Registrar”), the transfer agents for the time being (the “Transfer Agents”) (which expression shall include the Registrar) and the Trustee. Noteholders and the holders of the interest coupons relating to interest bearing Notes in bearer form (the “Coupons”) and, where applicable in the case of such Notes, talons for further Coupons (the “Talons”) (the “Couponholders”) are entitled to the benefit of, are bound by, and are deemed to have notice of, all the provisions of the Trust Deed and the Paying Agency Agreement which are applicable to them. Copies of the Trust Deed and the Paying Agency Agreement are available for inspection during normal business hours at the registered office for the time being of the Trustee (being at the date of this Information Memorandum at Eighth Floor, 100 Bishopsgate, London EC2N 4AG) and at the specified office of each of the Paying Agents. The Notes are issued in series (each a “Series”), and each Series may comprise one or more tranches (“Tranches” and each a “Tranche”) of Notes. Each Tranche will be the subject of final terms or a pricing supplement (“Final Terms”) prepared by, or on behalf of, the Issuer, a copy of which will, in the case of a Tranche of Notes which is to be listed on the Euronext in Amsterdam (“Euronext Amsterdam”) and/or the Stock Exchange of Hong Kong and/or the Singapore Exchange, be lodged with Euronext Amsterdam and/or the Stock Exchange of Hong Kong and/or the Singapore Exchange and be available for inspection at the specified office of each of the Paying Agents appointed in respect of such Notes. In these Conditions, unless otherwise expressly stated, references to Notes are to Notes of the relevant Series, references to Coupons are to Coupons appertaining to interest bearing Notes in bearer form of the relevant Series, references to the Issuer are to the Issuer of such Notes, references to the Guarantor(s) are references to the Guarantor(s) of such Issuer’s obligations under such Notes and references to the Paying Agents are references to the Paying Agents appointed in respect of such Notes. Subject thereto, capitalised terms shall, unless defined herein, have the meanings ascribed thereto in the Trust Deed. 81 1 Form and Denomination (a) The Notes are issued in bearer form (“Bearer Notes”) or in registered form (“Registered Notes”). UCC may only issue Registered Notes. Each Note is a Fixed Rate Note, a Floating Rate Note or a Zero Coupon Note or a combination of any of the foregoing. All payments in respect of each Note shall be made in the currency shown on its face. Bearer Notes (b) Each Tranche of Bearer Notes will be represented upon issue by a temporary global note (a “Temporary Global Note”) in substantially the form (subject to amendment and completion) scheduled to the Trust Deed and, if so specified in the relevant Final Terms, such Temporary Global Note shall be a New Global Note. On or after the date (the “Exchange Date”) which is 40 days after the completion of distribution of the Bearer Notes of the relevant Tranche and provided certification as to the beneficial ownership thereof as required by U.S. Treasury regulations (in the form set out in the Temporary Global Note or such other form as may replace it) has been received, interests in the Temporary Global Note may be exchanged for: (i) interests in a permanent global note (a “Permanent Global Note”) representing the Bearer Notes of that Tranche and in substantially the form (subject to amendment and completion) scheduled to the Trust Deed; or (ii) definitive Bearer Notes in bearer form (“Definitive Notes”) which will be serially numbered and in substantially the form (subject to amendment and completion) scheduled to the Trust Deed. If interests in the Temporary Global Note are exchanged for interests in a Permanent Global Note pursuant to sub-paragraph (i) above, interests in such Permanent Global Note may thereafter be exchanged for Definitive Notes described in sub-paragraph (ii) above. Each exchange of an interest in a Temporary Global Note for an interest in a Permanent Global Note or for a Definitive Note, and each exchange of an interest in a Permanent Global Note for a Definitive Note, shall be made outside the United States. (c) If any date on which a payment of interest is due on the Bearer Notes of a Tranche occurs while any of the Bearer Notes of that Tranche are represented by the Temporary Global Note, the related interest payment will be made on the Temporary Global Note only to the extent that certification as to the beneficial ownership thereof as required by U.S. Treasury regulations (in the form set out in the Temporary Global Note or such other form as may replace it) has been received by Euroclear Bank SA/NV (“Euroclear”), Clearstream Banking S.A. (“Clearstream, Luxembourg”) or any other relevant clearing system. Payments of principal or interest (if any) on a Permanent Global Note will be made through Euroclear or Clearstream, Luxembourg without any requirement for certification. If so specified in the relevant Final Terms, interests in a Permanent Global Note will be exchangeable in whole (but not in part only), at the option of the holder of such Permanent Global Note and in accordance with the rules and procedures for the time being of Euroclear, Clearstream, Luxembourg and/or any other relevant clearing system and, unless otherwise specified in the relevant Final Terms, at the Issuer’s cost, for Definitive Notes. In order to exercise such option, the holder must, not less than 45 days before the date on which delivery of Definitive Notes in global or definitive form is required, deposit the relevant Permanent Global Note with the Principal Paying Agent with the form of exchange notice endorsed thereon duly completed. Interests in a Permanent Global Note will, in any event, be exchangeable in whole (but not in part only) at the cost of the Issuer, for Definitive Notes:


82 (i) if any Bearer Note of the relevant Series becomes due and repayable following a Default (as defined in Condition 10A), or (ii) if either Euroclear or Clearstream, Luxembourg or any other relevant clearing system should cease to operate as a clearing system (other than by reason of public holiday) or should announce an intention permanently to cease business and it shall not be practicable to transfer the relevant Notes to another clearing system within 90 days. In relation to any issue of Bearer Notes which are represented by a Temporary Global Note which is expressed to be exchangeable for Definitive Notes or an issue of Bearer Notes which are represented by a Permanent Global Note exchangeable for Definitive Notes at the option of the holder, such Bearer Notes shall be tradeable only in principal amounts of at least the Specified Denomination (or if more than one Specified Denomination, the lowest Specified Denomination) and multiples thereof. The exchange upon notice option should not be expressed to apply in the relevant Final Terms if the Specified Denomination of the Bearer Notes includes language substantially to the following effect: “€100,000 and integral multiples of €1,000 in excess thereof up to and including €199,000.” Furthermore, such Specified Denomination construction is not permitted in relation to any issue of Bearer Notes which is to be represented on issue by a Temporary Global Note exchangeable for Definitive Notes. (d) Interest-bearing Definitive Notes will have attached thereto at the time of their initial delivery Coupons, the presentation of which will be a prerequisite to the payment of interest in certain circumstances specified below. Interest-bearing Definitive Notes will also, if applicable, have attached thereto, at the time of their initial delivery, a Talon for further coupons and the expression “Coupons” shall, where the context so permits, include Talons. (e) The following legend will appear on all Bearer Notes with maturities of more than 365 days and (in the case of Definitive Notes) on Coupons and Talons appertaining thereto: “Any United States person who holds this obligation will be subject to the limitations under the United States income tax laws, including the limitations provided in Sections 165(j) and 1287(a) of the Internal Revenue Code”. The Internal Revenue Code sections referred to above provide that United States holders, with certain exceptions, will not be entitled to deduct any loss on Bearer Notes, Coupons or Talons and will not be entitled to capital gains treatment in respect of any gain recognised on any sale, disposition, redemption or payment of principal in respect of Bearer Notes or Coupons. (f) Bearer Notes of one Specified Denomination may not be exchanged for Bearer Notes of another Specified Denomination. Bearer Notes may not be exchanged for Registered Notes. Registered Notes (g) Each Tranche of Registered Notes will be represented by either: (i) individual note certificates in registered form ("Individual Certificates"); or (ii) one or more global note certificates ("Global Certificate(s)"), in each case, as specified in the relevant Final Terms. A certificate ("Certificate") will be issued to each holder of Registered Notes in respect of its registered holding. Each Note represented by a Global Certificate will either be: (A) in the case of a Global Certificate which is not to be held under the new safekeeping structure (“NSS”), registered in the name of a common depositary (or its nominee) for Euroclear and/or Clearstream, Luxembourg and/or any other relevant clearing system and the relevant Global Certificate will be deposited on or about the issue date 83 with the common depositary and/or the sub-custodian; or (B) in the case of a Global Certificate to be held under the NSS, registered in the name of a common safekeeper (or its nominee) for Euroclear and/or Clearstream, Luxembourg and the relevant Global Certificate will be deposited on or about the issue date with the common safekeeper for Euroclear and/or Clearstream, Luxembourg. If the relevant Final Terms specifies the form of Notes as being “Individual Certificates”, then the Notes will at all times be represented by Individual Certificates issued to each Noteholder in respect of their respective holdings. (h) Registered Notes may not be exchanged for Bearer Notes. (i) If the relevant Final Terms specifies the form of Notes as being "Global Certificate exchangeable for Individual Certificates", then the Notes will initially be represented by one or more Global Certificates each of which will be exchangeable in whole, but not in part, for Individual Certificates: (i) on the expiry of such period of notice as may be specified in the relevant Final Terms; or (ii) at any time, if so specified in the relevant Final Terms; or (iii) if the relevant Final Terms specifies "in the limited circumstances described in the Global Certificate", then: a. if any Registered Note of the relevant Series becomes due and repayable following a Default (as defined in Condition 10A), or b. if either Euroclear or Clearstream, Luxembourg or any other relevant clearing system should cease to operate as a clearing system (other than by reason of public holiday) or should announce an intention permanently to cease business and it shall not be practicable to transfer the relevant Notes to another clearing system within 90 days. Whenever a Global Certificate is to be exchanged for Individual Certificates, each person having an interest in a Global Certificate must provide the Registrar (through the relevant clearing system) with such information as the Issuer and the Registrar may require to complete and deliver Individual Certificates (including the name and address of each person in which the Notes represented by the Individual Certificates are to be registered and the principal amount of each such person's holding). Whenever a Global Certificate is to be exchanged for Individual Certificates, the Issuer shall procure that Individual Certificates will be issued in an aggregate principal amount equal to the principal amount of the Global Certificate within five business days of the delivery, by or on behalf of the registered holder of the Global Certificate to the Registrar of such information as is required to complete and deliver such Individual Certificates against the surrender of the Global Certificate at the specified office of the Registrar. Such exchange will be effected in accordance with the provisions of the Trust Deed and the Paying Agency Agreement and the regulations concerning the transfer and registration of Notes scheduled to the Paying Agency Agreement and, in particular, shall be effected without charge to any holder, but against such indemnity as the Registrar may require in respect of any tax or other duty of whatsoever nature which may be levied or imposed in connection with such exchange. (j) One or more Registered Notes may be transferred upon the surrender (at the specified office of the Registrar or any Transfer Agent) of the Certificate representing such Registered Notes to be transferred, together with the form of transfer endorsed on such Certificate (or another form of transfer substantially in the same form and containing the same representations and certifications (if any), unless otherwise agreed by the Issuer), duly completed and executed and any other evidence as the Registrar or Transfer Agent may reasonably require. In the case of a transfer of part only of a holding of Registered Notes represented by one Certificate, a new Certificate shall be issued to the transferee 84 in respect of the part transferred and a further new Certificate in respect of the balance of the holding not transferred shall be issued to the transferor. All transfers of Notes and entries on the Register (as defined below) will be made subject to the detailed regulations concerning transfers of Notes scheduled to the Paying Agency Agreement. The regulations may be changed by the Issuer, with the prior written approval of the Registrar and the Trustee. A copy of the current regulations will be made available by the Registrar to any Noteholder upon request. (k) In the case of an exercise of an Issuer’s or Noteholders’ option in respect of, or a partial redemption of, a holding of Registered Notes represented by a single Certificate, a new Certificate shall be issued to the holder to reflect the exercise of such option or in respect of the balance of the holding not redeemed. In the case of a partial exercise of an option resulting in Registered Notes of the same holding having different terms, separate Certificates shall be issued in respect of those Notes of that holding that have the same terms. New Certificates shall only be issued against surrender of the existing Certificates to the Registrar or any Transfer Agent. In the case of a transfer of Registered Notes to a person who is already a holder of Registered Notes, a new Certificate representing the enlarged holding shall only be issued against surrender of the Certificate representing the existing holding. (l) Each new Certificate to be issued pursuant to Conditions 1(j) or 1(k) shall be available for delivery within three business days of receipt of the form of transfer or Exercise Notice (as defined in Condition 7(f)) and surrender of the Certificate for exchange. Delivery of the new Certificate(s) shall be made at the specified office of the Transfer Agent or of the Registrar (as the case may be) to whom delivery or surrender of such form of transfer, Exercise Notice or Certificate shall have been made or, at the option of the holder making such delivery or surrender as aforesaid and as specified in the relevant form of transfer, Exercise Notice or otherwise in writing, be mailed by uninsured post at the risk of the holder entitled to the new Certificate to such address as may be so specified, unless such holder requests otherwise and pays in advance to the relevant Transfer Agent the costs of such other method of delivery and/or such insurance as it may specify. In this Condition 1(m), “business day” means a day, other than a Saturday or Sunday, on which banks are open for business in the place of the specified office of the relevant Transfer Agent or the Registrar (as the case may be). (m) Transfers of Notes and Certificates on registration, transfer, exercise of an option or partial redemption shall be effected without charge by or on behalf of the Issuer, the Registrar or the Transfer Agents, but upon payment of any tax or other governmental charges that may be imposed in relation to it (or the giving of such indemnity as the Registrar or the relevant Transfer Agent may require). (n) No Noteholder may require the transfer of a Registered Note to be registered (i) during the period of 15 days prior to any date on which Notes may be called for redemption by the Issuer at its option pursuant to Condition 7(c)(1), 7(c)(2) or 7(c)(4), (ii) after any such Note has been called for redemption or (iii) during the period of seven days ending on (and including) any Record Date. Denomination of Notes (o) Subject to any then applicable legal and regulatory requirements, (i) Notes will be in the denomination or denominations (each of which denominations must be integrally divisible by either the smallest denomination or by the smallest increment between denominations, whichever is smaller) specified in the relevant Final Terms and (ii) Notes may not be issued under the Programme which have a minimum denomination of less than €100,000 (or its equivalent in another currency). Notes of one denomination will not be exchangeable, after their initial delivery, for Notes of any other denomination. 85 Currency of Notes (p) Notes may be denominated in any currency (including, without limitation, euro (as defined in Condition 8C(3)) subject to compliance with all applicable legal or regulatory requirements. References to “Notes” (q) For the purposes of these Conditions, references to “Notes” shall, as the context may require, be deemed to be to Temporary Global Notes, Permanent Global Notes, Definitive Notes, Global Certificates or Individual Certificates. 2 Status of the Notes Subject to Condition 4, the Notes constitute direct, unconditional and unsecured obligations of the Issuer and (subject as aforesaid) rank and will rank pari passu without any preference among themselves with all other present and future unsecured and unsubordinated obligations of the Issuer (other than obligations preferred by law). 3 Status of the Guarantee Subject to Condition 4, the obligations of each Guarantor under the guarantee constitute unsecured obligations of such Guarantor and (subject as aforesaid) rank and will rank (subject to any obligations preferred by law) pari passu with all other present and future unsecured and unsubordinated obligations of such Guarantor. 4 Negative Pledge (A) Negative Pledge for UFN Notes So long as any UFN Notes remain outstanding (as defined in the Trust Deed): (a) UFN will not create or have outstanding any mortgage, charge, lien, pledge or other security interest upon the whole or any part of its undertaking or assets (including any uncalled capital), present or future; and (b) PLC will not create or have outstanding any mortgage, charge, lien, pledge or other security interest upon the whole or any substantial part of its undertaking or assets (including any uncalled capital), present or future, to secure any Indebtedness of any person (or any guarantee or indemnity given in respect thereof) unless the UFN Notes and the Coupons thereon shall be secured by such mortgage, charge, lien, pledge or other security interest equally and rateably therewith in the same manner or in a manner satisfactory to the Trustee or such other security for the UFN Notes and the Coupons thereon shall be provided as the Trustee shall, in its absolute discretion, deem not less beneficial to the Noteholders or as shall be approved by an Extraordinary Resolution (as defined in the Trust Deed) of Noteholders, provided that the restriction contained in this Condition 4(A) shall not apply to: (i) any mortgage, charge, lien, pledge or other security interest arising solely by mandatory operation of law; and (ii) any security over assets of PLC or UFN arising pursuant to the Algemene Voorwaarden (general terms and conditions) of the Nederlandse Vereniging van Banken (Dutch Bankers’ Association) and/or similar terms applied by financial institutions, if and insofar as applicable.


86 (B) Negative Pledge for PLC Notes So long as any PLC Notes remain outstanding (as defined in the Trust Deed), PLC will not create or have outstanding any mortgage, charge, lien, pledge or other security interest upon the whole or any substantial part of its undertaking or assets (including any uncalled capital), present or future, to secure any Indebtedness of any person (or any guarantee or indemnity given in respect thereof) unless the PLC Notes and the Coupons thereon shall be secured by such mortgage, charge, lien, pledge or other security interest equally and rateably therewith in the same manner or in a manner satisfactory to the Trustee or such other security for the PLC Notes and the Coupons thereon shall be provided as the Trustee shall, in its absolute discretion, deem not less beneficial to the Noteholders or as shall be approved by an Extraordinary Resolution (as defined in the Trust Deed) of Noteholders, provided that the restriction contained in this Condition 4(B) shall not apply to: (i) any mortgage, charge, lien, pledge or other security interest arising solely by mandatory operation of law; and (ii) any security over assets of PLC arising pursuant to the Algemene Voorwaarden (general terms and conditions) of the Nederlandse Vereniging van Banken (Dutch Bankers’ Association) and/or similar terms applied by financial institutions, if and insofar as applicable. (C) Negative Pledge for UCC Notes So long as any UCC Notes remain outstanding (as defined in the Trust Deed): (a) UCC will not create or have outstanding any mortgage, charge, lien, pledge or other security interest upon the whole or any part of its undertaking or assets (including any uncalled capital), present or future; and (b) PLC will not create or have outstanding any mortgage, charge, lien, pledge or other security interest upon the whole or any substantial part of its undertaking or assets (including any uncalled capital), present or future, to secure any Indebtedness of any person (or any guarantee or indemnity given in respect thereof) unless the UCC Notes and the Coupons thereon shall be secured by such mortgage, charge, lien, pledge or other security interest equally and rateably therewith in the same manner or in a manner satisfactory to the Trustee or such other security for the UCC Notes and the Coupons thereon shall be provided as the Trustee shall, in its absolute discretion, deem not less beneficial to the Noteholders or as shall be approved by an Extraordinary Resolution (as defined in the Trust Deed) of Noteholders, provided that the restriction contained in this Condition 4(C) shall not apply to: (i) any mortgage, charge, lien, pledge or other security interest arising solely by mandatory operation of law; and (ii) any security over assets of PLC or UCC arising pursuant to the Algemene Voorwaarden (general terms and conditions) of the Nederlandse Vereniging van Banken (Dutch Bankers’ Association) and/or similar terms applied by financial institutions, if and insofar as applicable. For the purposes of this Condition 4: “Indebtedness” means any loan or other indebtedness in the form of, or represented by, bonds, notes, debentures or other securities which at the time of issue thereof either is, or is intended to be, quoted, listed or ordinarily dealt in on any stock exchange, over-the-counter or other recognised securities market and which by its terms has an initial stated maturity of more than one year; and “substantial” means an aggregate amount equal to or greater than 25 per cent. of the aggregate value of the fixed assets and current assets of PLC and its group companies (being those companies required to be consolidated in accordance with United Kingdom legislative requirements relating to consolidated accounts) 87 (the “Unilever Group”, and any company within the Unilever Group being referred to herein as a “Group Company”), such value and such assets being determined by reference to the then most recently published audited consolidated balance sheet of the Unilever Group. A report by the Auditors of PLC that, in their opinion, (1) the amounts shown in a certificate provided by PLC (showing the fixed assets and current assets of the relevant part and those fixed assets and current assets expressed as a percentage of the fixed assets and current assets of the Unilever Group) have been accurately extracted from the accounting records of the Unilever Group, and (2) the percentage of the fixed assets and current assets of that part to the fixed assets and the current assets of the Unilever Group has been correctly calculated, shall, in the absence of manifest error, be conclusive evidence of the matters to which it relates. 5 Title (a) Title to the Bearer Notes, the Coupons and the Talons will pass by delivery. Title to the Registered Notes shall pass by registration in the register that the Issuer shall procure to be kept by the Registrar in accordance with the provisions of the Paying Agency Agreement (the “Register”). In these Conditions, “Noteholder” means the bearer of any Bearer Note relating to it or the person in whose name a Registered Note is registered (as the case may be), “holder” (in relation to a Note, Coupon or Talon) means the bearer of any Bearer Note, Coupon or Talon or the person in whose name a Registered Note is registered (as the case may be). (b) The Issuer, the Guarantor(s), the Trustee, the Paying Agents, the Registrar and the Transfer Agents may deem and treat the holder of any Note or Coupon as the absolute owner thereof (whether or not such Note or Coupon shall be overdue and notwithstanding any notice of any previous loss or theft thereof (or that of the related Certificate) or any express or constructive notice of any claim by any other person of any interest therein) for the purpose of making payments and for all other purposes. 6 Interest Notes may be interest-bearing or non-interest-bearing, as specified in the relevant Final Terms. The Final Terms in relation to each Tranche of interest-bearing Notes shall specify which one (and one only) of Condition 6A, 6B or 6C shall be applicable and Condition 6D will be applicable to each Tranche of interest- bearing Notes as specified therein. Condition 6G shall be applicable to Zero Coupon Notes. (A) Interest – Fixed Rate Notes, in relation to which this Condition 6A is specified in the relevant Final Terms as being applicable, shall bear interest from their date of issue (the “Issue Date”) (as specified in the relevant Final Terms) or from such other date as may be specified in the relevant Final Terms at the rate or rates per annum (or otherwise) (the “Fixed Rate of Interest”) specified in the relevant Final Terms. Such interest will be payable in arrear on such dates (the “Fixed Interest Payment Dates”) as are specified in the relevant Final Terms and on the date of final maturity thereof (the “Maturity Date”). The amount of interest payable in respect of any Note in relation to which this Condition 6A is specified in the relevant Final Terms as being applicable shall be calculated by multiplying the product of the Fixed Rate of Interest and: (i) in the case of any such Note in global form, the principal amount of such Note; or (ii) in the case of any such Note in definitive form, the Calculation Amount, in each case, by the applicable Day Count Fraction (as defined in Condition 6E(6)) as specified in the relevant Final Terms and rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with applicable market convention. Where the Denomination of a Note in relation to which this Condition 6A is specified in the relevant Final Terms as being applicable and which is in definitive form comprises 88 more than one Calculation Amount, the amount of interest payable in respect of such Note shall be the aggregate of the amounts (determined in the manner provided above) for each Calculation Amount comprising the Denomination without any further rounding. If no Day Count Fraction is specified in the relevant Final Terms then, in the case of Notes denominated in any currency other than U.S. dollars, the applicable Day Count Fraction shall be Actual/Actual (ICMA) (as defined in Condition 6E(5)(ii)) and, in the case of Notes denominated in U.S. dollars, the applicable Day Count Fraction shall be 30/360 (as defined in Condition 6E(5)(v)). (B) Interest – Floating Rate (Screen Rate Determination) (1) Notes, in relation to which this Condition 6B is specified in the relevant Final Terms as being applicable, shall bear interest at the rates per annum (or otherwise) determined in accordance with this Condition 6B. (2) Such Notes shall bear interest from their Issue Date (as specified in the relevant Final Terms) or from such other date as may be specified in the relevant Final Terms. Such interest will be payable on each Interest Payment Date (as defined in Condition 6E(1)) and on the date of the final maturity thereof (the “Maturity Date”) (if any). (3) The relevant Final Terms, in relation to Notes in relation to which this Condition 6B is specified as being applicable, shall specify which page (the “Relevant Screen Page”), on the Reuters Screen or any other information vending service, shall be applicable. For these purposes, “Reuters Screen” means the Reuters Money Market Rates Service (or such other service as may be nominated as the information vendor for the purpose of displaying comparable rates in succession thereto). The reference rate for such Notes shall be the Euro interbank offered rate (“EURIBOR”), in each case for the relevant period, as specified in the relevant Final Terms (the “Reference Rate”). Screen Rate Determination for Floating Rate Notes not referencing Compounded Daily SONIA, Compounded Daily SOFR or Weighted Average SOFR (4) The rate of interest (the “Rate of Interest”) for each Interest Period (as defined in Condition 6E(1)) in relation to Notes in relation to which this Condition 6B is specified as being applicable and the Reference Rate in respect of the Notes is not specified in the relevant Final Terms as being “Compounded Daily SONIA”, “Compounded Daily SOFR” or “Weighted Average SOFR” shall, subject to Condition 6H or 6I (as applicable), be determined by the Determination Agent (being the Principal Paying Agent or any other party named in the relevant Final Terms) on the following basis: (i) the Determination Agent will determine the rate for deposits (or, as the case may require, the arithmetic mean of the rates for deposits rounded (if necessary) to the fourth decimal place, with 0.00005 being rounded upwards) in the relevant currency for a period of the duration of the relevant Interest Period according to the rate (or rates) appearing for the Reference Rate on the Relevant Screen Page as at the Relevant Time on the Interest Determination Date (as defined in Condition 6B(6)). If five or more rates for deposits appear for the Reference Rate on the Relevant Screen Page as at the Relevant Time on the Interest Determination Date, the highest (or, if there is more than one such highest quotation, one only of such quotations) and the lowest (or, if there is more than one such lowest quotation, one only of such quotations) shall be disregarded by the Determination Agent for the purpose of determining the arithmetic mean (rounded as provided above) of such rates for deposits; (ii) if, on any Interest Determination Date, no such rate for deposits so appears (or, as the case may require, if fewer than three such rates for deposits so appear) or if the Relevant 89 Screen Page (or any replacement therefor) is unavailable or if the Reference Rate is unavailable on the Relevant Screen Page, the Issuer will request appropriate quotations and the Determination Agent will determine the arithmetic mean of the rates at which deposits in the relevant currency are offered by four major banks in, in the case of Notes denominated in any currency other than euro, the London interbank market or, in the case of Notes denominated in euro, the Euro-zone interbank market, selected by the Determination Agent, at the Relevant Time on the Interest Determination Date to prime banks in, in the case of Notes denominated in any currency other than euro, the London interbank market or, in the case of Notes denominated in euro, the Euro-zone interbank market for a period of the duration of the relevant Interest Period and in an amount that is representative for a single transaction in the relevant market at the relevant time. If two or more of such banks provide the Issuer with such quotations, the Rate of Interest for such Interest Period shall be the arithmetic mean (rounded (if necessary) to the fourth decimal place, with 0.00005 being rounded upwards) of such quotations. “Euro-zone” means the zone comprising the member states of the European Union that from time to time have the euro as their currency; (iii) if, on any Interest Determination Date, only three such rates for deposits are so quoted by such banks, the Determination Agent will determine the arithmetic mean (rounded as aforesaid) of the rates so quoted; or (iv) if fewer than three or no rates are so quoted by such banks, the Determination Agent will determine the arithmetic mean of the rates quoted by four major banks in the Relevant Financial Centre (as defined in Condition 8B(1)) (or, in the case of Notes denominated in euro, in such financial centre or centres as the Issuer may select), selected by the Issuer, at approximately 11.00 a.m. (Relevant Financial Centre time (or local time at such other financial centre or centres as aforesaid)) on the Interest Determination Date for loans in the relevant currency to leading European banks for a period of the duration of the relevant Interest Period and in an amount that is representative for a single transaction in the relevant market at the relevant time, and the Rate of Interest applicable to such Notes during each Interest Period will be the sum of the relevant margin (the “Margin”) specified in the relevant Final Terms and the rate (or, as the case may be, the arithmetic mean) so determined; provided that, if the Determination Agent is unable to determine a rate (or, as the case may be, an arithmetic mean) in accordance with the above provisions in relation to any Interest Period, the Rate of Interest applicable to such Notes during such Interest Period will be the sum of the Margin and the rate (or, as the case may be, the arithmetic mean) last determined in relation to such Notes in respect of the preceding Interest Period; and provided always that, if there is specified in the relevant Final Terms a minimum interest rate (the “Minimum Rate of Interest”) or a maximum interest rate (the “Maximum Rate of Interest”), then the Rate of Interest shall in no event be less than or, as the case may be, exceed such Minimum Rate of Interest or Maximum Rate of Interest. Unless otherwise specified in the relevant Final Terms, the Minimum Rate of Interest shall be deemed to be zero. (5) The Determination Agent will, as soon as practicable after determining the Rate of Interest in relation to each Interest Period, calculate the amount of interest (the “Interest Amount”) payable in respect of the principal amount of each denomination of such Notes specified in the relevant Final Terms for the relevant Interest Period. The Interest Amount will be calculated by multiplying the product of the Rate of Interest for such Interest Period and: (i) in the case of such Notes in global form, the principal amount of such Notes; or


90 (ii) in the case of such Notes in definitive form, the Calculation Amount, in each case, by the applicable Day Count Fraction specified in the relevant Final Terms and rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with applicable market convention. Where the Denomination of a Note to which this Condition 6B is specified in the relevant Final Terms as being applicable and which is in definitive form comprises more than one Calculation Amount, the Interest Amount payable in respect of such Note shall be the aggregate of the amounts (determined in the manner provided above) for each Calculation Amount comprising the Denomination without any further rounding. If no Day Count Fraction is specified in the relevant Final Terms then, in the case of Notes denominated in any currency other than sterling, the applicable Day Count Fraction shall be Actual/360 (as defined in Condition 6E(5)) and, in the case of Notes denominated in sterling, the applicable Day Count Fraction shall be Actual/Actual (ISDA) (as defined in Condition 6E(5)). (6) For the purposes of these Conditions: (i) “Interest Determination Date” means, in respect of any Interest Period, the date falling such number (if any) of London Banking Days or, as the case may be, TARGET Days as may be specified in the relevant Final Terms prior to the first day of such Interest Period or, if none is specified: (a) in the case of Notes denominated in sterling, the first day of such Interest Period; or (b) in the case of Notes denominated in euro, the date falling two TARGET Days prior to the first day of such Interest Period; or (c) in any other case, the date falling two London Banking Days prior to the first day of such Interest Period; (ii) “London Banking Day” means a day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) in London; (iii) “Relevant Time” means the time as of which any rate is to be determined as may be specified in the relevant Final Terms or, if none is specified: (a) in the case of Notes denominated in euro, approximately 11.00 a.m. (Brussels time); or (b) in any other case, approximately 11.00 a.m. (London time); (iv) “TARGET Day” means any day on which T2 (as defined in Condition 8B(1)(c)) is open for the settlement of payments in euro; and (v) “sub-unit” means, with respect to any currency other than euro, the lowest amount of such currency that is available as legal tender in the country of such currency and, with respect to euro, means one cent. Screen Rate Determination for Floating Rate Notes referencing Compounded Daily SONIA – Non-Index Determination (7) The Rate of Interest for each Interest Period (as defined in Condition 6E(1)) in relation to Notes in relation to which: (i) this Condition 6B is specified as being applicable; (ii) the Reference Rate in respect of the Notes is specified in the relevant Final Terms as being “Compounded Daily SONIA”; and (iii) “Index Determination” is specified as “Not Applicable” in the relevant Final Terms shall, subject to Condition 6H or as provided below, be Compounded Daily SONIA 91 with respect to such Interest Period plus or minus (as indicated in the relevant Final Terms) the applicable Margin all as determined by the Determination Agent (being the Principal Paying Agent or any other party named in the relevant Final Terms). “Compounded Daily SONIA” means, with respect to an Interest Period, the rate of return of a daily compound interest investment during the Observation Period corresponding to such Interest Period (with the daily Sterling overnight reference rate as reference rate for the calculation of interest) as calculated by the Determination Agent (or such other party responsible for the calculation of the Rate of Interest, as specified in the relevant Final Terms) as at the relevant Interest Determination Date in accordance with the following formula (and the resulting percentage will be rounded if necessary to the nearest fifth decimal place, with 0.000005 being rounded upwards): [∏(1+ SONIAi-pLBD × ni 365 ) -1 do i=1 ]× 365 d where: (i) “d” is the number of calendar days in: a. where “Lag” is specified as the Observation Method in the relevant Final Terms, the relevant Interest Period; or b. where “Shift” is specified as the Observation Method in the relevant Final Terms, the relevant Observation Period; (ii) “do” means: a. where “Lag” is specified in as the Observation Method in the relevant Final Terms, the number of London Banking Days in the relevant Interest Period; or b. where “Shift” is specified as the Observation Method in the relevant Final Terms, the number of London Banking Days in the relevant Observation Period; (iii) “i” is a series of whole numbers from one to do, each representing the relevant London Banking Day in chronological order from, and including, the first London Banking Day in: a. where “Lag” is specified in as the Observation Method in the relevant Final Terms, the relevant Interest Period; or b. where “Shift” is specified in as the Observation Method in the relevant Final Terms, the relevant Observation Period; (iv) “London Banking Day” or “LBD” means any day on which commercial banks are open for general business (including dealing in foreign exchange and foreign currency deposits) in London; (v) “ni” for any London Banking Day “i”, means the number of calendar days from (and including) such London Banking Day “i” up to (but excluding) the following London Banking Day; (vi) “Observation Period” means the period from (and including) the date falling “p” London Banking Days prior to the first day of the relevant Interest Period to (but excluding) the date falling “p” London Banking Days prior to (A) (in the case of an Interest Period) the Interest Payment Date for such Interest Period or (B) (in the case of any other Interest Period) the date on which the relevant payment of interest falls due; 92 (vii) “p” means: a. where “Lag” is specified as the Observation Method in the relevant Final Terms, the number of London Banking Days by which an Observation Period precedes the corresponding Interest Period, being the number of London Banking Days specified as the “Lag Period (p)” in the relevant Final Terms (which shall not, without the prior agreement of the Determination Agent be less than five, or, if no such number is so specified, five London Banking Days); or b. where “Shift” is specified as the Observation Method in the relevant Final Terms, the number of London Banking Days by which an Observation Period precedes the corresponding Interest Period, being the number of London Banking Days specified as the “Shift Period (p)” in the relevant Final Terms (which shall not, without the prior agreement of the Determination Agent be less than five, or, if no such number is so specified, five London Banking Days); (viii) the “SONIA reference rate”, in respect of any London Banking Day (“LBDx”), is a reference rate equal to the daily Sterling Overnight Index Average (“SONIA”) rate for such LBDx as provided by the administrator of SONIA to authorised distributors and as then published on the Relevant Screen Page (or, if the Relevant Screen Page is unavailable, as otherwise published by such authorised distributors) on the London Banking Day immediately following LBDx; and (ix) “SONIAi-pLBD” means: a. where “Lag” is specified as the Observation Method in the relevant Final Terms, in respect of any London Banking Day falling in the relevant Observation Period, the SONIA reference rate for the London Banking Day falling “p” London Banking Days prior to the relevant London Banking Day “i”; or b. where “Shift” is specified as the Observation Method in the relevant Final Terms, the SONIA reference rate for the relevant London Banking Day “i”. If, in respect of any London Banking Day in the relevant Observation Period, the applicable SONIA reference rate is not made available on the Relevant Screen Page or has not otherwise been published by the relevant authorised distributors, then (unless the Determination Agent (or other party responsible for the calculation of the Rate of Interest, as specified in the relevant Final Terms) has been notified of any Successor Rate or Alternative Rate (and any related Adjustment Spread and/or Benchmark Amendments) pursuant to Condition 6H, if applicable) the SONIA reference rate in respect of such London Banking Day shall be: (i) the Bank of England’s Bank Rate (the “Bank Rate”) prevailing at 5.00 p.m. (or, if earlier, close of business) on such London Banking Day; plus (ii) the mean of the spread of the SONIA reference rate to the Bank Rate over the previous five London Banking Days on which a SONIA reference rate has been published, excluding the highest spread (or, if there is more than one highest spread, one only of those highest spreads) and lowest spread (or, if there is more than one lowest spread, one only of those lowest spreads). Screen Rate Determination for Floating Rate Notes referencing Compounded Daily SONIA – Index Determination (8) The Rate of Interest for each Interest Period (as defined in Condition 6E(1)) in relation to Notes in relation to which: (i) this Condition 6B is specified as being applicable; (ii) the Reference Rate in respect of the Notes is specified in the relevant Final Terms as being “Compounded Daily SONIA”; and (iii) “Index Determination” is specified as “Applicable” in the relevant Final Terms shall, subject to Condition 6H and as provided below, be the SONIA Compounded 93 Index Rate with respect to such Interest Period plus or minus (as indicated in the relevant Final Terms) the Margin. “SONIA Compounded Index Rate” means, with respect to an Interest Period, the rate of return of a daily compound interest investment during the Observation Period corresponding to such Interest Period (with the daily Sterling overnight reference rate as reference rate for the calculation of interest) (expressed as a percentage and rounded, if necessary, to the fifth decimal place, with 0.000005 being rounded upwards) and will be calculated by the Determination Agent (being the Principal Paying Agent or any other party named in the relevant Final Terms) on the Interest Determination Date in accordance with the following formula: ( 𝑆𝑂𝑁𝐼𝐴 𝐶𝑜𝑚𝑝𝑜𝑢𝑛𝑑𝑒𝑑 𝐼𝑛𝑑𝑒𝑥𝐸𝑁𝐷 𝑆𝑂𝑁𝐼𝐴 𝐶𝑜𝑚𝑝𝑜𝑢𝑛𝑑𝑒𝑑 𝐼𝑛𝑑𝑒𝑥𝑆𝑇𝐴𝑅𝑇 − 1) × ( 365 𝑑 ) where: (i) “London Banking Day” and “Observation Period” have the meanings set out in Condition 6B(7) above; (ii) “d” means the number of calendar days in the relevant Observation Period; (iii) “p” means the number of London Banking Days included in the SONIA Compounded Index Observation Period specified in the relevant Final Terms (or, if no such number is specified, five London Banking Days); (iv) “SONIA Compounded Index” means the index known as the SONIA Compounded Index administered by the Bank of England (or any successor administrator thereof); (v) “SONIA Compounded IndexStart” means, with respect to an Interest Period, the SONIA Compounded Index Value on the first day of the relevant Observation Period; (vi) “SONIA Compounded IndexEnd” means the SONIA Compounded Index Value on the last day of the relevant Observation Period; and (vii) “SONIA Compounded Index Value” means, in relation to any London Banking Day, the value of the SONIA Compounded Index as published on the Relevant Screen Page on such London Banking Day or, if the value of the SONIA Compounded Index cannot be obtained from the Relevant Screen Page, as published on the Bank of England’s website at www.bankofengland.co.uk/boeapps/database/(or such other page or website as may replace such page for the purposes of publishing the SONIA Compounded Index) in respect of the relevant London Banking Day. Subject to Condition 6H, if the SONIA Compounded Index Value is not available in relation to any Interest Period on the Relevant Screen Page or the Bank of England’s website (or such other page or website referred to in the definition of “SONIA Compounded Index Value” above) for the determination of either or both of SONIA Compounded IndexStart and SONIA Compounded IndexEnd, the Rate of Interest for such Interest Period shall be “Compounded Daily SONIA” determined in accordance with Condition 6B(7) above plus or minus (as indicated in the relevant Final Terms) the applicable Margin and as if Index Determination were specified in the relevant Final Terms as being “Not Applicable”, and for these purposes: (A) (i) the “Observation Method” shall be deemed to be “Shift” and (ii) the “Observation Period” shall be deemed to be equal to the “SONIA Compounded Index Observation Period”, as if those alternative elections had been made in the relevant Final Terms; and (B) the “Relevant Screen Page” shall be deemed to be the “Relevant Fallback Screen Page” specified in the relevant Final Terms.


94 Screen Rate Determination for Floating Rate Notes referencing SOFR – Non-Index Determination (9) Compounded Daily SOFR The Rate of Interest for each Interest Period (as defined in Condition 6E(1)) in relation to Notes and in relation to which: (i) this Condition 6B is specified as being applicable; (ii) the Reference Rate in respect of the Notes is specified in the relevant Final Terms as being “Compounded Daily SOFR”; and (iii) “Index Determination” is specified as ‘Not Applicable’ in the relevant Final Terms shall, subject to Condition 6H or 6I (as applicable), be Compounded Daily SOFR with respect to such Interest Period plus or minus (as indicated in the relevant Final Terms) the applicable Margin all as determined by the Determination Agent (being the Principal Paying Agent or any other party named in the relevant Final Terms). “Compounded Daily SOFR” means, with respect to an Interest Period, the rate of return of a daily compound interest investment during the Observation Period corresponding to such Interest Period (with the daily U.S. dollars secured overnight financing rate as reference rate for the calculation of interest) as calculated by the Determination Agent as at the relevant Interest Determination Date in accordance with the following formula (and the resulting percentage will be rounded if necessary to the nearest fifth decimal place, with 0.000005 being rounded upwards): (∏(1 + 𝑆𝑂𝐹𝑅𝑖 × 𝑛𝑖 360 ) 𝑑𝑜 𝑖 =1 − 1) × 360 𝑑 where: (i) “d” is the number of calendar days in: a. where “Lag” or “Lock-out” is specified as the Observation Method in the relevant Final Terms, the relevant Interest Period; or b. where “Shift” is specified as the Observation Method in the relevant Final Terms, the relevant Observation Period; (ii) “do” means: a. where “Lag” or “Lock-out” is specified as the Observation Method in the relevant Final Terms, the number of U.S. Government Securities Business Days in the relevant Interest Period; or b. where “Shift” is specified as the Observation Method in the relevant Final Terms, the number of U.S. Government Securities Business Days in the relevant Observation Period; (iii) “i” is a series of whole numbers from one to “do”, each representing the relevant U.S. Government Securities Business Day in chronological order from, and including, the first U.S. Government Securities Business Day in: a. where “Lag” or “Lock-out” is specified as the Observation Method in the relevant Final Terms, the relevant Interest Period; or b. where “Shift” is specified as the Observation Method in the relevant Final Terms, the relevant Observation Period; (iv) “Lock-out Period” means the period from, and including, the day following the Interest Determination Date to, but excluding, the corresponding Interest Payment Date; 95 (v) “New York Fed's Website” means the website of the Federal Reserve Bank of New York (or a successor administrator of SOFR) or any successor source; (vi) “ni” for any U.S. Government Securities Business Day "i", means the number of calendar days from, and including, such U.S. Government Securities Business Day "i" up to, but excluding, the following U.S. Government Securities Business Day; (vii) “Observation Period” means the period from, and including, the date falling "p" U.S. Government Securities Business Days prior to the first day of the relevant Interest Period to, but excluding, the date which is "p" U.S. Government Securities Business Days prior to the Interest Payment Date for such Interest Period (or the date falling "p" U.S. Government Securities Business Days prior to such earlier date, if any, on which the Notes become due and payable); (viii) “p” means: a. where “Lag” is specified as the Observation Method in the relevant Final Terms, the number of U.S. Government Securities Business Days specified as the “Lag Period” in the relevant Final Terms (or, if no such number is so specified, five U.S. Government Securities Business Days); b. where “Lock-out” is specified as the Observation Method in the relevant Final Terms, zero U.S. Government Securities Business Days; or (iii) where “Shift” is specified as the Observation Method in the relevant Final Terms, the number of U.S. Government Securities Business Days specified as the “Observation Period” in the relevant Final Terms (or, if no such number is specified, five U.S. Government Securities Business Days); (ix) “Reference Day” means each U.S. Government Securities Business Day in the relevant Interest Period, other than any U.S. Government Securities Business Day in the Lock-out Period; (x) “SOFR” in respect of any U.S. Government Securities Business Day (“USBDx”), is a reference rate equal to the daily secured overnight financing rate as provided by the Federal Reserve Bank of New York, as the administrator of such rate (or any successor administrator of such rate) on the New York Fed's Website, in each case at or around 3.00 p.m. (New York City time) on the U.S. Government Securities Business Day immediately following such USBDx; (xi) “SOFRi” means the SOFR for: a. where “Lag” is specified as the Observation Method in the relevant Final Terms, the U.S. Government Securities Business Day falling “p” U.S. Government Securities Business Days prior to the relevant U.S. Government Securities Business Day “i”; b. where “Lock-out” is specified as the Observation Method in the relevant Final Terms: (i) in respect of each U.S. Government Securities Business Day “i” that is a Reference Day, the SOFR in respect of the U.S. Government Securities Business Day immediately preceding such Reference Day; or (ii) in respect of each U.S. Government Securities Business Day “i" that is not a Reference Day (being a U.S. Government Securities Business Day in the Lock-out Period), the SOFR in respect of the U.S. Government Securities Business Day immediately preceding the last Reference Day of the relevant Interest Period (such last Reference Day coinciding with the Interest Determination Date); or c. where “Shift” is specified as the Observation Method in the relevant Final Terms, the relevant U.S. Government Securities Business Day “i”; (xii) “U.S. dollar” means the currency of the United States of America; and 96 (xiii) “U.S. Government Securities Business Day” means any day except for a Saturday, Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities. (10) Weighted Average SOFR The Rate of Interest for each Interest Period (as defined in Condition 6E(1)) in relation to Notes in relation to which (i) this Condition 6B is specified as being applicable; (ii) the Reference Rate in respect of the Notes is specified in the relevant Final Terms as being “Weighted Average SOFR” and (iii) “Index Determination” is specified as ‘Not Applicable’ in the relevant Final Terms shall, subject to Condition 6H or Condition 6I (as applicable), be Weighted Average SOFR with respect to such Interest Period plus or minus (as indicated in the relevant Final Terms) the applicable Margin all as determined by the Determination Agent (being the Principal Paying Agent or any other party named in the relevant Final Terms). "Weighted Average SOFR" means: (a) where “Lag” is specified as the Observation Method in the relevant Final Terms, the arithmetic mean of the SOFR in effect for each calendar day during the relevant Observation Period, calculated by multiplying each relevant SOFR by the number of calendar days such rate is in effect, determining the sum of such products and dividing such sum by the number of calendar days in the relevant Observation Period. For these purposes, the SOFR in effect for any calendar day which is not a U.S. Government Securities Business Day shall be deemed to be the SOFR in effect for the U.S. Government Securities Business Day immediately preceding such calendar day; and (b) where “Lock-out” is specified as the Observation Method in the relevant Final Terms, the arithmetic mean of the SOFR in effect for each calendar day during the relevant Interest Period, calculated by multiplying each relevant SOFR by the number of days such rate is in effect, determining the sum of such products and dividing such sum by the number of calendar days in the relevant Interest Period, provided however that for any calendar day of such Interest Period falling in the Lock-out Period, the relevant SOFR for each day during that Lock-out Period will be deemed to be the SOFR in effect for the Reference Day immediately preceding the first day of such Lock-out Period. For these purposes, the SOFR in effect for any calendar day which is not a U.S. Government Securities Business Day shall, subject to the proviso above, be deemed to be the SOFR in effect for the U.S. Government Securities Business Day immediately preceding such calendar day. Defined terms used in this Condition 6B(10) and not otherwise defined herein have the meanings given to them in Condition 6B(9). (11) SOFR Unavailable Subject to Condition 6H or 6I (as applicable), if, where any Rate of Interest is to be calculated pursuant to Condition 6B(9) or 6B(10), in respect of any U.S. Government Securities Business Day in respect of which an applicable SOFR is required to be determined, such SOFR is not available, such SOFR shall be the SOFR for the first preceding U.S. Government Securities Business Day in respect of which the SOFR was published on the New York Fed's Website. Screen Rate Determination for Floating Rate Notes referencing SOFR – Index Determination (12) The Rate of Interest for each Interest Period (as defined in Condition 6E(1)) in relation to Notes and in relation to which: (i) this Condition 6B is specified as being applicable; (ii) the 97 Reference Rate in respect of the Notes is specified in the relevant Final Terms as being “Compounded Daily SOFR”; and (iii) “Index Determination” is specified as “Applicable” in the relevant Final Terms shall, subject to Condition 6H or 6I (as applicable), be the sum of Compounded SOFR with respect to such Interest Period plus or minus (as indicated in the relevant Final Terms) the applicable Margin all as determined by the Determination Agent (being the Principal Paying Agent or any other party named in the relevant Final Terms). “Compounded SOFR” means, with respect to an Interest Period, the rate (expressed as a percentage and rounded if necessary to the fifth decimal place, with 0.000005 being rounded upwards) determined by the Determination Agent in accordance with the following formula: ( 𝑆𝑂𝐹𝑅 𝐼𝑛𝑑𝑒𝑥𝐸𝑛𝑑 𝑆𝑂𝐹𝑅 𝐼𝑛𝑑𝑒𝑥𝑆𝑡𝑎𝑟𝑡 − 1) 𝑥 360 𝑑𝑐 where: (i) “dc” is the number of calendar days from, and including, the day in relation to which SOFR IndexStart is determined to, but excluding, the day in relation to which SOFR IndexEnd is determined; (ii) “Relevant Number” is the number specified as such in the relevant Final Terms (or, if no such number is specified, five); (iii) “SOFR” means the daily secured overnight financing rate as provided by the SOFR Administrator on the SOFR Administrator's Website; (iv) “SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of SOFR); (v) “SOFR Administrator's Website” means the website of the SOFR Administrator, or any successor source; (vi) “SOFR Index”, with respect to any U.S. Government Securities Business Day, means the SOFR index value as published by the SOFR Administrator as such index appears on the SOFR Administrator's Website at or around 3.00 p.m. (New York time) on such U.S. Government Securities Business Day (the “SOFR Determination Time”); (vii) “SOFR IndexStart”, with respect to an Interest Period, is the SOFR Index value for the day which is the Relevant Number of U.S. Government Securities Business Days preceding the first day of such Interest Period; (viii) “SOFR IndexEnd”, with respect to an Interest Period, is the SOFR Index value for the day which is the Relevant Number of U.S. Government Securities Business Days preceding (A) the Interest Payment Date for such Interest Period, or (B) such other date on which the relevant payment of interest falls due (but which by its definition or the operation of the relevant provisions is excluded from such Interest Period); and If, as at any relevant SOFR Determination Time, the relevant SOFR Index is not published or displayed on the SOFR Administrator's Website by the SOFR Administrator, the Compounded SOFR for the applicable Interest Period for which the relevant SOFR Index is not available shall be “Compounded Daily SOFR” determined in accordance with Condition 6B(9) above as if “Index Determination” were specified in the relevant Final Terms as being “Not Applicable”, and for these purposes: (i) the “Observation Method” shall be deemed to be “Shift”; and (ii) the “Observation Period” shall be deemed to be equal to the Relevant Number of U.S. Government Securities Business Days, as if such alternative elections had been made in the relevant Final Terms.


98 Defined terms used in this Condition 6B(12) and not otherwise defined herein have the meanings given to them in Condition 6B(9). (13) Subject to Condition 6H or 6I (as applicable), in the event that the Rate of Interest cannot be determined in accordance with the relevant paragraph of this Condition 6(B), the Rate of Interest shall be: (i) that determined as at the last preceding Interest Determination Date (though substituting, where a different Margin, Maximum Rate of Interest and/or Minimum Rate of Interest is to be applied to the relevant Interest Period from that which applied to the last preceding Interest Period, the Margin, Maximum Rate of Interest and/or Minimum Rate of Interest (as the case may be) relating to the relevant Interest Period, in place of the Margin, Maximum Rate of Interest and/or Minimum Rate of Interest (as applicable) relating to that last preceding Interest Period); or (ii) if there is no such preceding Interest Determination Date, the initial Rate of Interest which would have been applicable to such Series of Notes for the first scheduled Interest Period had the Notes been in issue for a period equal in duration to the first scheduled Interest Period but ending on (and excluding) the Issue Date (applying the Margin and, if applicable, any Maximum Rate of Interest and/or Minimum Rate of Interest, applicable to the first scheduled Interest Period). (14) If the relevant Series of Notes becomes due and payable in accordance with Condition 10, the final Rate of Interest shall be calculated for the Interest Period to (but excluding) the date on which the Notes become so due and payable, and such Rate of Interest shall continue to apply to the Notes for so long as interest continues to accrue thereon as provided in Condition 6E(4). (C) Interest – Floating Rate (ISDA Determination) (1) Notes, in relation to which this Condition 6C is specified in the relevant Final Terms as being applicable, shall bear interest at the rates per annum (or otherwise) determined in accordance with this Condition 6C. (2) The Rate of Interest for such Notes for each Interest Period shall be determined by the Calculation Agent as a rate equal to the relevant ISDA Rate. For the purposes of this Condition 6C(2), “ISDA Rate” for an Interest Period means a rate equal to the Floating Rate that would be determined by the Calculation Agent under a Swap Transaction under the terms of an agreement incorporating the ISDA Definitions and under which: (a) the Floating Rate Option is as specified in the relevant Final Terms; (b) the Designated Maturity is a period specified in the relevant Final Terms; and (c) the relevant Reset Date is the first day of that Interest Period unless otherwise specified in the relevant Final Terms. (3) For the purposes of this Condition 6C(3), “Floating Rate”, “Calculation Agent”, “Floating Rate Option”, “Designated Maturity”, “Reset Date” and “Swap Transaction” have the meanings given to those terms in the ISDA Definitions. (D) Interest – Supplemental Provision Conditions 6E(1), 6E(2), 6E(3) and 6E(5) shall be applicable to all Notes which are interest-bearing in the manner specified therein and, as appropriate, in the relevant Final Terms. 99 (E) Interest Payment Date Conventions (1) The Final Terms in relation to each Tranche of Notes to which Condition 6B is applicable shall specify which of the following conventions shall be applicable, namely: (i) the “FRN Convention”, in which case interest shall be payable in arrear on each date (each, an “Interest Payment Date”) which numerically corresponds to their Issue Date or such other date as may be specified in the relevant Final Terms or, as the case may be, the preceding Interest Payment Date in the calendar month which is the number of months specified in the relevant Final Terms after the calendar month in which such Issue Date or such other date as aforesaid or, as the case may be, the preceding Interest Payment Date occurred, provided that: (a) if there is no such numerically corresponding day in the calendar month in which an Interest Payment Date should occur, then the relevant Interest Payment Date will be the last day which is a Business Day in that calendar month; (b) if an Interest Payment Date would otherwise fall on a day which is not a Business Day, then the relevant Interest Payment Date will be the first following day which is a Business Day unless that day falls in the next calendar month, in which case it will be the first preceding day which is a Business Day; and (c) if such Issue Date or such other date as aforesaid or the preceding Interest Payment Date occurred on the last day in a calendar month which was a Business Day, then all subsequent Interest Payment Dates will be the last day which is a Business Day in the calendar month which is the specified number of months after the calendar month in which such Issue Date or such other date as aforesaid or, as the case may be, the preceding Interest Payment Date occurred; or (ii) the “Modified Following Business Day Convention”, in which case interest shall be payable in arrear on such dates (each, an “Interest Payment Date”) as are specified in the relevant Final Terms; provided that, if any Interest Payment Date would otherwise fall on a date which is not a Business Day, the relevant Interest Payment Date will be the first following day which is a Business Day unless that day falls in the next calendar month, in which case the relevant Interest Payment Date will be the first preceding day which is a Business Day, save in respect of Notes for which the reference rate is specified to be Compounded Daily SOFR or Weighted Average SOFR in the relevant Final Terms, in which case, the payment of principal or interest will be made on the next succeeding Business Day, but the final Interest Payment Date will not be postponed and interest on that payment will not accrue during the period from and after the scheduled final Interest Payment Date. Each period beginning on (and including) such Issue Date or such other date as aforesaid and ending on (but excluding) the first Interest Payment Date and each period beginning on (and including) an Interest Payment Date and ending on (but excluding) the next Interest Payment Date is herein called an “Interest Period”. Notification of Rates of Interest, Interest Amounts and Interest Payment Dates (2) The Determination Agent will cause each Rate of Interest, floating rate, Interest Payment Date, final day of an interest calculation period, Interest Amount, floating amount or other item, as the case may be, determined or calculated by it to be notified to the Issuer, the Guarantor(s), the Trustee and the Principal Paying Agent (from whose respective specified offices such information will be available) and, in the case of Notes listed on Euronext Amsterdam and/or the Stock Exchange of Hong Kong and/or the Singapore Exchange (as specified in the relevant 100 Final Terms), cause each such Rate of Interest, floating rate, Interest Payment Date, final day of an interest calculation period, Interest Amount, floating amount or other item, as the case may be, to be notified to Euronext Amsterdam and/or the Stock Exchange of Hong Kong and/or the Singapore Exchange (as specified in the relevant Final Terms) as soon as practicable after such determination but in any event not later than the fourth London Banking Day thereafter. The Determination Agent will be entitled (with the prior written consent of the Trustee) to amend any Interest Amount, floating amount, Interest Payment Date or final day of an interest calculation period (or to make appropriate alternative arrangements by way of adjustment) without prior notice in the event of the extension or abbreviation of the relevant Interest Period or an interest calculation period and such amendment or adjustment will be notified in accordance with the first sentence of this Condition 6E(2). (3) The determination or calculation by the Determination Agent of all rates of interest and amounts of interest and other items falling to be determined or calculated by it for the purposes of this Condition 6 shall, in the absence of manifest error, be final and binding on all parties. Accrual of Interest (4) Interest shall accrue on the principal amount of each Note or, in the case of a partly paid Note, on the paid-up principal amount of such Note or otherwise as indicated in the relevant Final Terms. Interest will cease to accrue as from the due date for redemption therefor unless (except in the case of any payment where presentation and/or surrender of the relevant Note is not required as a precondition of payment), upon due presentation or surrender thereof, payment in full of the principal amount or, as the case may be, redemption amount is improperly withheld or refused, in which case, interest shall continue to accrue thereon as provided in the Trust Deed. (5) The applicable “Day Count Fraction” means, in respect of the calculation of an amount for any period of time (from and including the first day of such period to but excluding the last day of such period) whether or not constituting an Interest Period (a “Calculation Period”), such Day Count Fraction as may be specified in the relevant Final Terms or, if no Day Count Fraction is specified in the relevant Final Terms, such Day Count Fraction as is specified in Condition 6A or Condition 6B(5), as the case may be, and: (i) if “Actual/Actual (ISDA)” or “Actual/Actual” is so specified, means the actual number of days in such Calculation Period divided by 365 (or, if any portion of such Calculation Period falls in a leap year, the sum of (a) the actual number of days in such portion of such Calculation Period falling in a leap year divided by 366 and (b) the actual number of days in such portion of such Calculation Period falling in a non-leap year divided by 365); (ii) if “Actual/Actual (ICMA)” is so specified: (a) if such Calculation Period falls within a single Determination Period, means the actual number of days in such Calculation Period divided by the product of the number of days in the Determination Period in which it falls and the number of Determination Periods in any year; and (b) if such Calculation Period does not fall within a single Determination Period, means the sum of (x) the actual number of days in such Calculation Period falling in the Determination Period in which it begins divided by the product of the actual number of days in that Determination Period and the number of Determination Periods in any year and (y) the actual number of days in such Calculation Period falling in the subsequent Determination Period divided by the product of the actual number of days in the subsequent Determination Period and the number of Determination Periods in any year; 101 “Determination Period” means, in the case of Notes in relation to which Condition 6A is specified in the relevant Final Terms, the period from, and including, a Fixed Interest Payment Date in any year to, and excluding, the next Fixed Interest Payment Date; (iii) if “Actual/365 (Fixed)” is so specified, means the actual number of days in such Calculation Period divided by 365; (iv) if “Actual/360” is so specified, means the actual number of days in such Calculation Period divided by 360; (v) if “30/360”, “360/360” or “Bond Basis” is so specified, means the number of days in such Calculation Period divided by 360, calculated on a formula basis as follows: Day Count Fraction = 360 )()](30[)](360[ 121212 DDMMxYYx  where: “Y1” is the year, expressed as a number, in which the first day of such Calculation Period falls; “Y2” is the year, expressed as a number, in which the day immediately following the last day of such Calculation Period falls; “M1” is the calendar month, expressed as a number, in which the first day of such Calculation Period falls; “M2” is the calendar month, expressed as a number, in which the day immediately following the last day of such Calculation Period falls; “D1” is the first calendar day, expressed as a number, of such Calculation Period, unless such number is 31, in which case D1 will be 30; and “D2” is the calendar day, expressed as a number, immediately following the last day included in such Calculation Period, unless such number would be 31 and D1 is greater than 29, in which case D2 will be 30; (vi) if “30E/360” or “Eurobond Basis” is so specified, means the number of days in such Calculation Period divided by 360, calculated on a formula basis as follows: Day Count Fraction = 360 )()](30[)](360[ 121212 DDMMxYYx  where: “Y1” is the year, expressed as a number, in which the first day of such Calculation Period falls; “Y2” is the year, expressed as a number, in which the day immediately following the last day of such Calculation Period falls; “M1” is the calendar month, expressed as a number, in which the first day of such Calculation Period falls; “M2” is the calendar month, expressed as a number, in which the day immediately following the last day of such Calculation Period falls; “D1” is the first calendar day, expressed as a number, of such Calculation Period, unless such number would be 31, in which case D1 will be 30; and


102 “D2” is the calendar day, expressed as a number, immediately following the last day included in such Calculation Period, unless such number would be 31, in which case D2 will be 30; and (vii) if “30E/360 (ISDA)” is so` specified, means the number of days in such Calculation Period divided by 360, calculated on a formula basis as follows: Day Count Fraction = 360 )()](30[)](360[ 121212 DDMMxYYx  where: “Y1” is the year, expressed as a number, in which the first day of such Calculation Period falls; “Y2” is the year, expressed as a number, in which the day immediately following the last day of such Calculation Period falls; “M1” is the calendar month, expressed as a number, in which the first day of such Calculation Period falls; “M2” is the calendar month, expressed as a number, in which the day immediately following the last day of such Calculation Period falls; “D1” is the first calendar day, expressed as a number, of such Calculation Period, unless (i) that day is the last day of February or (ii) such number would be 31, in which case D1 will be 30; and “D2” is the calendar day, expressed as a number, immediately following the last day included in such Calculation Period, unless (i) that day is the last day of February but not the Maturity Date or (ii) such number would be 31 and in which case D2 will be 30. (F) Interest – Floating Rate – Linear Interpolation Where Linear Interpolation is specified in the relevant final terms as applicable in respect of an Interest Period, the Rate of Interest for such Interest Period shall be calculated by the Determination Agent by straight line linear interpolation by reference to two rates based on the relevant Reference Rate (where Condition 6B is specified hereon as applicable) or the relevant Floating Rate Option (where Condition 6C is specified hereon as applicable), one of which shall be determined as if the Applicable Maturity were the period of time for which rates are available next shorter than the length of the relevant Interest Period and the other of which shall be determined as if the Applicable Maturity were the period of time for which rates are available next longer than the length of the relevant Interest Period provided however that if there is no rate available for the period of time next shorter or, as the case may be, next longer, then the Determination Agent shall determine such rate at such time and by reference to such sources as it determines appropriate. “Applicable Maturity” means: (a) in relation to Screen Rate Determination, the period of time designated in the Reference Rate, and (b) in relation to ISDA Determination, the Designated Maturity. (G) Zero Coupon Notes Where a Note the interest basis of which is specified in the relevant Final Terms to be Zero Coupon is repayable prior to the Maturity Date and is not paid when due, the amount due and payable prior to the Maturity Date shall be the early redemption amount of such Note. As from the Maturity Date, the Rate of Interest for any overdue principal of such a Note shall be a rate per annum (expressed as a percentage) equal to the Amortisation Yield (as described in Condition 7(i)). 103 (H) Benchmark Discontinuation – Independent Adviser This Condition 6H shall apply to Notes only if “Benchmark Discontinuation – Independent Adviser” is specified in the relevant Final Terms. (1) Independent Adviser If the Issuer determines that a Benchmark Event occurs in relation to an Original Reference Rate when any Rate of Interest (or any component part thereof) remains to be determined by reference to such Original Reference Rate then the Issuer shall use its reasonable endeavours to appoint an Independent Adviser, as soon as reasonably practicable, to determine, in consultation with the Issuer, a Successor Rate, failing which an Alternative Rate (in accordance with Condition 6H(2)) and, in either case, an Adjustment Spread if any (in accordance with Condition 6H(3)) and any Benchmark Amendments (in accordance with Condition 6H(4)). For the avoidance of doubt, the Principal Paying Agent shall not be obliged to monitor or inquire whether a Benchmark Event has occurred or have any liability in respect thereof. An Independent Adviser appointed pursuant to this Condition 6H shall act in good faith and in a commercially reasonable manner as an expert and in consultation with the Issuer. In the absence of bad faith or fraud, the Independent Adviser shall have no liability whatsoever to the Issuer, the Trustee, the Paying Agents, the Noteholders or the Couponholders for any determination made by it, pursuant to this Condition 6H. If: (i) the Issuer is unable to appoint an Independent Adviser; or (ii) the Independent Adviser appointed by it fails to determine a Successor Rate or, failing which, an Alternative Rate in accordance with Condition 6H(2) prior to the relevant Interest Determination Date, the Rate of Interest applicable to the next succeeding Interest Period shall be equal to the Rate of Interest last determined in relation to the Notes in respect of the immediately preceding Interest Period. If there has not been a first Interest Payment Date, the Rate of Interest shall be the initial Rate of Interest. Where a different Margin or Maximum or Minimum Rate of Interest is to be applied to the relevant Interest Period from that which applied to the last preceding Interest Period, the Margin or Maximum or Minimum Rate of Interest relating to the relevant Interest Period shall be substituted in place of the Margin or Maximum or Minimum Rate of Interest relating to that last preceding Interest Period. For the avoidance of doubt, this Condition 6H(1) shall apply to the relevant next succeeding Interest Period only and any subsequent Interest Periods are subject to the subsequent operation of, and to adjustment as provided in, this Condition 6H(1). (2) Successor Rate or Alternative Rate If the Independent Adviser, determines that: (a) there is a Successor Rate, then such Successor Rate shall (subject to adjustment as provided in Condition 6H(3)) subsequently be used in place of the Original Reference Rate to determine the Rate of Interest (or the relevant component part thereof) for all future payments of interest on the Notes (subject to the operation of this Condition 6H); or (b) there is no Successor Rate but that there is an Alternative Rate, then such Alternative Rate shall (subject to adjustment as provided in Condition 6H(3)) subsequently be used in place of the Original Reference Rate to determine the Rate of Interest (or the relevant component part thereof) for all future payments of interest on the Notes (subject to the operation of this Condition 6H). 104 (3) Adjustment Spread If the Independent Adviser determines (i) that an Adjustment Spread is required to be applied to the Successor Rate or the Alternative Rate (as the case may be) and (ii) the quantum of, or a formula or methodology for determining, such Adjustment Spread, then such Adjustment Spread shall be applied to the Successor Rate or the Alternative Rate (as the case may be). If the Independent Adviser is unable to determine the quantum of, or a formula or methodology for determining, such Adjustment Spread, or determines that no Adjustment Spread is required to be applied, then the Successor Rate or Alternative Rate (as applicable) will apply without an Adjustment Spread. Notwithstanding any other provision of this Condition 6, if in the Determination Agent’s opinion there is any uncertainty between two or more alternative courses of action in making any determination or calculation under this Condition 6, the Determination Agent shall promptly notify the Issuer thereof and the Issuer or the Independent Adviser on behalf of the Issuer shall direct the Determination Agent in writing as to which alternative course of action to adopt. If the Determination Agent is not promptly provided with such direction, or is otherwise unable to make such calculation or determination for any reason, it shall notify the Issuer and the Trustee thereof and the Determination Agent shall be under no obligation to make such calculation or determination and shall not incur any liability for not doing so. (4) Benchmark Amendments If any Successor Rate, Alternative Rate or Adjustment Spread is determined in accordance with this Condition 6H and the Independent Adviser determines (i) that amendments to the Conditions, the Paying Agency Agreement and/or the Trust Deed are necessary to ensure the proper operation of such Successor Rate, Alternative Rate and/or Adjustment Spread or to follow market practice in relation thereof (such amendments, the “Benchmark Amendments”) and (ii) the terms of the Benchmark Amendments, then the Issuer shall, subject to giving notice thereof in accordance with Condition 6H(5), without any requirement for the consent or approval of Noteholders, vary these Conditions, the Paying Agency Agreement and/or the Trust Deed to give effect to such Benchmark Amendments with effect from the date specified in such notice. Such Benchmark Amendments shall not, without the prior consent of the party responsible for determining the Rate of Interest, either impose more onerous obligations on such party or expose such party to any additional duties. At the request of the Issuer, but subject to receipt by the Trustee of a certificate signed by an authorised signatory of the Issuer pursuant to Condition 6H(5), the Trustee shall (at the expense of the Issuer), without any requirement for the consent or approval of the Noteholders, be obliged to concur with the Issuer in effecting any Benchmark Amendments (including, inter alia, by the execution of a deed supplemental to or amending the Trust Deed and/or the Paying Agency Agreement), provided that the Trustee shall not be obliged so to concur if in the opinion of the Trustee doing so would impose more onerous obligations upon it or expose it to any additional duties, responsibilities or liabilities or reduce or amend the protective provisions afforded to the Trustee in these Conditions or the Trust Deed or the Paying Agency Agreement (including, for the avoidance of doubt, any supplemental trust deed or supplemental paying agency agreement) in any way. Notwithstanding any other provision of this Condition 6H, the Determination Agent or any Paying Agent is not obliged to concur with the Issuer or the Independent Adviser in respect of any changes or amendments as contemplated under this Condition 6H which, in the sole opinion of the Determination Agent or the relevant Paying Agent, as the case may be, would impose more onerous obligations upon it or expose it to any additional duties, responsibilities or liabilities or reduce or amend the protective provisions afforded to the Determination Agent or the relevant Paying Agent (as applicable) in the Paying Agency Agreement and/or these Conditions. 105 In connection with any such variation in accordance with this Condition 6H(4), the Issuer shall comply with the rules of any stock exchange on which the Notes are for the time being listed or admitted to trading. (5) Notices Any Successor Rate, Alternative Rate, Adjustment Spread and the specific terms of any Benchmark Amendments, determined under this Condition 6H will be notified promptly by the Issuer to the Trustee, the Determination Agent, the Paying Agents and, in accordance with Condition 14, the Noteholders. Such notice shall be irrevocable and shall specify the effective date of the Benchmark Amendments, if any. No later than notifying the Noteholders of the same, the Issuer shall deliver to the Trustee, the Determination Agent and the Paying Agents a certificate signed by an authorised signatory of the Issuer: (a) confirming (i) that a Benchmark Event has occurred, (ii) the Successor Rate or, as the case may be, the Alternative Rate and, (iii) where applicable, any Adjustment Spread and/or the specific terms of any Benchmark Amendments, in each case as determined in accordance with the provisions of this Condition 6H; and (b) certifying that the Benchmark Amendments are necessary to ensure the proper operation of such Successor Rate, Alternative Rate and/or Adjustment Spread or to follow market practice in relation thereof. Each of the Trustee, the Determination Agent and the Paying Agents shall be entitled to rely on such certificate (without liability to any person) as sufficient evidence thereof. The Successor Rate or Alternative Rate and the Adjustment Spread (if any) and the Benchmark Amendments (if any) specified in such certificate will (in the absence of manifest error in the determination of the Successor Rate or Alternative Rate and the Adjustment Spread (if any) and the Benchmark Amendments (if any) and without prejudice to the Trustee’s or the Determination Agent’s or the Paying Agents’ ability to rely on such certificate as aforesaid) be binding on the Issuer, the Trustee, the Determination Agent, the Paying Agents and the Noteholders. (6) Survival of Original Reference Rate Without prejudice to the obligations of the Issuer under Conditions 6H(1), (2) and (3), the Original Reference Rate and the fallback provisions provided for in Condition 6B(4) will continue to apply unless and until the Issuer determines that a Benchmark Event has occurred, and the Trustee and the Principal Paying Agent have been notified of the Successor Rate or Alternative Rate (as the case may be) and the Adjustment Spread and any Benchmark Amendments in accordance with this Condition. (7) Definitions As used in this Condition 6H: “Adjustment Spread” means either a spread (which may be positive or negative), or the formula or methodology for calculating a spread, in each case to be applied to the Successor Rate or the Alternative Rate (as the case may be) and is the spread, formula or methodology which: (i) in the case of a Successor Rate, is formally recommended in relation to the replacement of the Original Reference Rate with the Successor Rate by any Relevant Nominating Body; or (if no such recommendation has been made, or in the case of an Alternative Rate); (ii) the Independent Adviser determines is customarily applied to the relevant Successor Rate or the Alternative Rate (as the case may be) in international debt capital markets transactions to


106 produce an industry-accepted replacement rate for the Original Reference Rate; or (if the Independent Advisor determines no such spread is customarily applied); or (iii) the Independent Adviser determines, is recognised or acknowledged as being the industry standard for over-the-counter derivative transactions which reference the Original Reference Rate, where such rate has been replaced by the Successor Rate or the Alternative Rate (as the case may be). “Alternative Rate” means an alternative benchmark or screen rate which the Independent Adviser, determines in accordance with Condition 6H(2) is customary in market usage in the international debt capital markets for the purposes of determining rates of interest (or the relevant component part thereof) in the same Specified Currency as the Notes. “Benchmark Amendments” has the meaning given to it in Condition 6H(4). “Benchmark Event” means: (1) the Original Reference Rate ceasing be published for a period of at least 5 Business Days or ceasing to exist; or (2) the making of a public statement by the administrator of the Original Reference Rate that it has ceased or that it will by a specified future date cease publishing the Original Reference Rate permanently or indefinitely (in circumstances where no successor administrator has been appointed that will continue publication of the Original Reference Rate); or (3) the making of a public statement by the supervisor of the administrator of the Original Reference Rate, that the Original Reference Rate has been or will be permanently or indefinitely discontinued; or (4) the making of a public statement by the supervisor of the administrator of the Original Reference Rate as a consequence of which the Original Reference Rate will be prohibited from being used either generally, or in respect of the Notes; or (5) the making of a public statement by the supervisor of the administrator of the Original Reference Rate that the Original Reference Rate is or will be (or is or will be deemed by such supervisor to be) no longer representative of its relevant underlying market; or (6) it has become unlawful for any Paying Agent, Determination Agent or the Issuer to calculate any payments due to be made to any Noteholder using the Original Reference Rate, provided that the Benchmark Event shall be deemed to occur (a) in the case of sub-paragraphs (2) and (3) above, on the date of the cessation of publication of the Original Reference Rate or the discontinuation of the Original Reference Rate, as the case may be, (b) in the case of sub-paragraph (4) above, on the date of the prohibition of use of the Original Reference Rate and (c) in the case of sub- paragraph (5) above, on the date with effect from which the Original Reference Rate will no longer be (or will be deemed by the relevant supervisor to no longer be) representative of its relevant underlying market and which is specified in the relevant public statement, and, in each case, not the date of the relevant public statement. The occurrence of a Benchmark Event shall be determined by the Issuer and promptly notified to the Trustee, the Determination Agent and the Paying Agents. For the avoidance of doubt, neither the Trustee, the Determination Agent nor the Paying Agents shall have any responsibility for making such determination. “Independent Adviser” means an independent financial institution of international repute or an independent financial adviser with appropriate expertise appointed by the Issuer under Condition 6H(1). 107 “Original Reference Rate” means the originally-specified benchmark or screen rate (as applicable) used to determine the Rate of Interest (or any component part thereof) on the Notes. “Relevant Nominating Body” means, in respect of a benchmark or screen rate (as applicable): (i) the central bank, reserve bank, monetary authority or any such similar institution for the currency to which the benchmark or screen rate (as applicable) relates, or any other central bank or other supervisory authority which is responsible for supervising the administrator of the benchmark or screen rate (as applicable); or (ii) any working group or committee sponsored by, chaired or co-chaired by or constituted at the request of (a) the central bank, reserve bank, monetary authority or any such similar institution for the currency to which the benchmark or screen rate (as applicable) relates, (b) any central bank or other supervisory authority which is responsible for supervising the administrator of the benchmark or screen rate (as applicable), (c) a group of the aforementioned central banks or other supervisory authorities or (d) the Financial Stability Board or any part thereof. “Successor Rate” means a successor to or replacement of the Original Reference Rate (and related alternative screen page or source if available) which is formally recommended by any Relevant Nominating Body. (I) Benchmark Discontinuation – ARRC SOFR This Condition 6I shall apply to Notes only if “Benchmark Discontinuation – ARRC - SOFR” is specified in the relevant Final Terms. (1) Benchmark Replacement If the Issuer determines on or prior to the relevant Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred in respect of any determination of the Benchmark on any date, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Notes in respect of such determination on such date and for all determinations on all subsequent dates. (2) Benchmark Replacement Conforming Changes In connection with the implementation of a Benchmark Replacement, the Issuer will have the right to make Benchmark Replacement Conforming Changes from time to time, without any requirement for the consent or approval of Noteholders. At the request of the Issuer, but subject to receipt by the Trustee of a certificate signed by an authorised signatory of the Issuer pursuant to Condition 6I(4), the Trustee shall (at the expense of the Issuer), without any requirement for the consent or approval of the Noteholders, be obliged to concur with the Issuer in effecting any Benchmark Replacement Conforming Changes (including, inter alia, by the execution of a deed supplemental to or amending the Trust Deed and/or the Paying Agency Agreement), provided that the Trustee shall not be obliged so to concur if in the opinion of the Trustee doing so would impose more onerous obligations upon it or expose it to any additional duties, responsibilities or liabilities or reduce or amend the protective provisions afforded to the Trustee in these Conditions or the Trust Deed or the Paying Agency Agreement (including, for the avoidance of doubt, any supplemental trust deed or supplemental agency agreement) in any way. (3) Decisions and Determinations Any determination, decision or election that may be made by the Issuer pursuant to this Condition 6I, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non- 108 occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection: (i) will be conclusive and binding absent manifest error; (ii) will be made in the sole discretion of the Issuer; and (iii) notwithstanding anything to the contrary in the documentation relating to the Notes, shall become effective without consent from the holders of the Notes or any other party. (4) Notices, etc Any Benchmark Replacement and the specific terms of any Benchmark Replacement Conforming Changes determined under this Condition 6I will be notified promptly by the Issuer to the Trustee, the Determination Agent, the Paying Agents and, in accordance with Condition 14, the Noteholders. Such notice shall be irrevocable and shall specify the effective date of the Benchmark Replacement Conforming Changes, if any. No later than notifying the Noteholders of the same, the Issuer shall deliver to the Trustee, the Determination Agent and the Paying Agents a certificate signed by an authorised signatory of the Issuer: (a) confirming (i) that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, (ii) the relevant Benchmark Replacement and (iii) where applicable, the specific terms of any Benchmark Replacement Conforming Changes, in each case as determined in accordance with the provisions of this Condition 6I; and (b) certifying that the Benchmark Replacement Conforming Changes (if applicable) are appropriate to reflect the adoption of the relevant Benchmark Replacement. Each of the Trustee, the Determination Agent and the Paying Agents shall be entitled to rely on such certificate (without liability to any person) as sufficient evidence thereof. The Benchmark Replacement and the Benchmark Replacement Conforming Changes (if any) specified in such certificate will (in the absence of manifest error and without prejudice to the Trustee’s or the Determination Agent’s or the Paying Agents’ ability to rely on such certificate as aforesaid) be binding on the Issuer, the Trustee, the Determination Agent, the Paying Agents and the Noteholders. (5) Definitions For the purposes of this Condition 6I: “Benchmark” means, initially, Compounded SOFR or Weighted Average SOFR, as specified in the relevant Final Terms; provided that, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Compounded SOFR or Weighted Average SOFR (or the published daily SOFR used in the calculation thereof) or the then-current Benchmark, then “Benchmark” shall mean the applicable Benchmark Replacement; “Benchmark Replacement” means the first alternative set forth in the order below that can be determined by the Issuer as of the Benchmark Replacement Date: (i) the sum of (a) the alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the replacement for the then-current Benchmark and (b) the Benchmark Replacement Adjustment; (ii) the sum of (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment; or (iii) the sum of (a) the alternate rate of interest that has been selected by the Issuer as the replacement for the then-current Benchmark giving due consideration to any industry-accepted 109 rate of interest as a replacement for the then-current Benchmark for U.S. dollar-denominated floating rate notes at such time and (b) the Benchmark Replacement Adjustment; “Benchmark Replacement Adjustment” means the first alternative set forth in the order below that can be determined by the Issuer as of the Benchmark Replacement Date: (i) the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement; or (ii) if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, the ISDA Fallback Adjustment; or (iii) the spread adjustment (which may be a positive or negative value or zero) that has been selected by the Issuer giving due consideration to any industry-accepted spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar- denominated floating rate notes at such time; “Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the timing and frequency of determining rates and making payments of interest) that the Issuer decides may be appropriate to reflect the adoption of such Benchmark Replacement in a manner substantially consistent with market practice (or, if the Issuer decides that adoption of any portion of such market practice is not administratively feasible or if the Issuer determines that no market practice for use of the Benchmark Replacement exists, in such other manner as the Issuer determines is reasonably necessary); “Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark (including the daily published component used in the calculation thereof): (i) in the case of sub-paragraph (i) or (ii) of the definition of “Benchmark Transition Event”, the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of the Benchmark (or such component) permanently or indefinitely ceases to provide the Benchmark (or such component); or (ii) in the case of sub-paragraph (iii) of the definition of “Benchmark Transition Event”, the date of the public statement or publication of information referenced therein. For the avoidance of doubt, if the event that gives rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination; “Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark (including the daily published component used in the calculation thereof): (i) a public statement or publication of information by or on behalf of the administrator of the Benchmark (or such component) announcing that such administrator has ceased or will cease to provide the Benchmark (or such component), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark (or such component); or (ii) a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark (or such component), the central bank for the currency of the


110 Benchmark (or such component), an insolvency official with jurisdiction over the administrator for the Benchmark (or such component), a resolution authority with jurisdiction over the administrator for the Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for the Benchmark (or such component), which states that the administrator of the Benchmark (or such component) has ceased or will cease to provide the Benchmark (or such component) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark (or such component); or (iii) a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing that the Benchmark is no longer representative; “ISDA Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time; “ISDA Fallback Adjustment” means the spread adjustment, (which may be a positive or negative value or zero) that would apply for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark; “ISDA Fallback Rate” means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective upon the occurrence of an index cessation date with respect to the Benchmark for the applicable tenor, excluding the applicable ISDA Fallback Adjustment; “Reference Time” with respect to any determination of the Benchmark means (1) if the Benchmark is Compounded SOFR, the Relevant Time, and (2) if the Benchmark is not Compounded SOFR, the time determined by the Issuer after giving effect to the Benchmark Replacement Conforming Changes; “Relevant Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto; and “Unadjusted Benchmark Replacement” means the Benchmark Replacement, excluding the Benchmark Replacement Adjustment. 7 Redemption and Purchase (a) Final Redemption Unless previously redeemed, or purchased and cancelled, Notes shall be redeemed at their principal amount (or at such other redemption amount as may be specified in the relevant Final Terms) on the date or dates (or, in the case of Notes which bear interest at a floating rate, on the date or dates upon which interest is payable) specified in the relevant Final Terms. Notes may be redeemed before such date or dates in accordance with Condition 7(b). If stated as being applicable in the relevant Final Terms, Notes may also be redeemed before such date or dates in accordance with Condition 7(c) and/or Condition 7(f). The Issuer, each Guarantor and any other Group Company may also purchase Notes in accordance with Condition 7(g). (b) Redemption for taxation reasons The Issuer may, at its option, redeem the Notes in whole, but not in part, upon giving not more than the Maximum Period of Notice nor less than the Minimum Period of Notice, each as specified in the relevant Final Terms (specifying, in the case of Notes which bear interest at a floating rate, a date for such redemption which is an Interest Payment Date) to the holders of such Notes at their principal amount (or such other redemption amount as may be specified in the relevant Final Terms) less any additional amounts payable under Condition 9 or under any additional or substitute undertaking given 111 pursuant to the Trust Deed (each a “Tax Early Redemption Amount”) provided that the Issuer or a Guarantor shall provide to the Trustee an opinion in writing of a reputable firm of lawyers of good standing (such opinion to be in a form, and such firm to be a firm, to which the Trustee shall have no reasonable objection) to the effect that there is a substantial likelihood that the Issuer or such Guarantor would be required to pay Additional Amounts in accordance with Condition 9 or under any additional or substitute undertaking given pursuant to the Trust Deed upon the next due date for a payment in respect of the Notes by reason of: (i) any actual or proposed change in or amendment to the laws, regulations or rulings of the Netherlands, the United Kingdom or the United States or any political subdivision or taxing authority thereof or therein; or (ii) any actual or proposed change in the official application or interpretation of such laws, regulations or rulings; or (iii) any action which shall have been taken by any taxing authority or any court of competent jurisdiction of the Netherlands, the United Kingdom or the United States or any political subdivision or taxing authority thereof or therein, whether or not such action was taken or brought with respect to the relevant Issuer or Guarantor; or (iv) any actual or proposed change in the official application or interpretation of, or any actual or proposed execution of, or amendment to, any treaty or treaties affecting taxation to which the Netherlands, the United Kingdom or the United States is or is to be a party, which change, amendment or execution becomes effective, taking of action occurs, or proposal is made, on or after the Issue Date of such Notes. (c) Optional Early Redemption (Call, Issuer Par Call, Make Whole Redemption and Clean-Up Call) (1) Call If this Condition 7(c) – Call is specified in the relevant Final Terms as being applicable, then the Issuer may, upon the expiry of the appropriate notice (as specified in Condition 7(d)) redeem all (but not, unless and to the extent that the relevant Final Terms specifies otherwise, some only) of the Notes at any time or from time to time (i) where no particular period during which Call is applicable is specified, prior to their Maturity Date, or (ii) where Call is specified as only being applicable for a certain period, during such period, at their call early redemption amount (which shall be their principal amount or such other call early redemption amount as may be specified in the relevant Final Terms) (each, a “Call Early Redemption Amount”). (2) Issuer Par Call If this Condition 7(c) – Issuer Par Call is specified in the relevant Final Terms as being applicable, then the Issuer may, upon the expiry of the appropriate notice (as specified in Condition 7(d)) redeem all (but not some only) of the Notes at any time during the Par Call Period specified in the relevant Final Terms at their Final Redemption Amount (which, unless otherwise specified in the relevant Final Terms, is their nominal amount) specified in the relevant Final Terms. (3) Make Whole Redemption If this Condition 7(c) – Make Whole Redemption is specified in the relevant Final Terms as being applicable, then the Issuer may, upon the expiry of the appropriate notice (as specified in Condition 7(d)), redeem all (but not, unless and to the extent that the relevant Final Terms specifies otherwise, some only) of the Notes at any time or from time to time (i) where no particular period during which Make-Whole Redemption is applicable is specified, prior to their Maturity Date, or (ii) where Make- Whole Redemption is specified as only being applicable for a certain period, during such period, in 112 each case on the date for redemption specified in such notice (the “Make Whole Redemption Date”) at the Make Whole Redemption Amount. The “Make Whole Redemption Amount” shall be equal to the higher of the following, in each case together with accrued interest (if any) on the relevant Notes (calculated as provided in these Conditions and the Trust Deed) to but excluding the date fixed for redemption: (i) the nominal amount of the Notes; and (ii) the sum of the then present values of the remaining scheduled payments of principal and the Remaining Term Interest on such Notes (exclusive of interest accrued to the Make Whole Redemption Date) and such present values shall be calculated by discounting such amounts to the Make Whole Redemption Date on an annual basis (based on the Day Count Fraction specified hereon) at the Reference Dealer Rate (as defined below) plus any applicable Make Whole Redemption Margin specified in the relevant Final Terms, in each case as determined by the Determination Agent. Any such redemption or exercise must relate to Notes of a nominal amount at least equal to the Minimum Redemption Amount specified in the relevant Final Terms and no greater than the Maximum Redemption Amount specified in the relevant Final Terms. In the case of a partial redemption, the notice to Noteholders shall also contain the certificate numbers of the Bearer Notes, or in the case of Registered Notes shall specify the nominal amount of Registered Notes drawn and the holder(s) of such Registered Notes, to be redeemed, which shall have been drawn in such place as the Trustee may approve and in such manner as it deems appropriate, subject to compliance with any applicable laws and stock exchange or other relevant authority requirements. In this Condition: “Determination Agent” means a financial adviser or bank which is independent of the Issuer appointed by the Issuer and approved by the Trustee for the purpose of determining the Make Whole Redemption Price. “Determination Date” means the date specified as such in the relevant Final Terms. “Gross Redemption Yield” means a yield calculated in accordance with generally accepted market practice at such time, as advised to the Issuer by the Determination Agent. “Reference Dealers” means those Reference Dealers specified in the relevant Final Terms; “Reference Dealer Rate” means, with respect to the Reference Dealers and the Make Whole Redemption Date, the average of the five quotations of the mid-market annual yield to maturity of the Reference Bond specified in the relevant Final Terms or, if the Reference Bond is no longer outstanding, a similar security in the reasonable judgement of the Reference Dealers, at the Quotation Time specified in the relevant Final Terms on the Determination Date specified in the relevant Final Terms quoted in writing to the Determination Agent and the Trustee by the Reference Dealers; and “Remaining Term Interest” means, with respect to any Note, the aggregate amount of scheduled payment(s) of interest on such Notes for the remaining term to maturity of such Notes (or if this Condition 7(c) – Issuer Par Call is specified as being applicable in the relevant Final Terms, the remaining term up to the Par Call Period Commencement Date as specified in the relevant Final Terms) determined on the basis of the rate of interest applicable to such Note from and including the date on which such Note is to be redeemed by the Issuer pursuant to this Condition 7(c). (4) Clean-Up Call If this Condition 7(c) – Clean-Up Call is specified in the relevant Final Terms as being applicable, in the event that at least 75 per cent. of the initial aggregate principal amount of the Notes has been 113 purchased and cancelled by the Issuer, then the Issuer may, at its option, upon the expiry of the appropriate notice (as specified in Condition 7(d)) redeem all (but not some only) of the Notes at their Final Redemption Amount specified in the relevant Final Terms. (d) The Appropriate Notice The appropriate notice referred to in the relevant provision of Condition 7(c) is a notice given by the Issuer to the Trustee and the Principal Paying Agent which notice shall be signed by an authorised signatory of the Issuer and shall specify: (i) the Notes subject to redemption; (ii) (if the relevant Final Terms specifies that some only of the Notes may be redeemed) whether Notes are to be redeemed in whole or in part only and, if in part only, the aggregate principal amount of the Notes which are to be redeemed; (iii) the due date for such redemption, which shall be a Business Day (as defined in Condition 8B(1)) which shall be not less than 10 days after the date on which such notice is validly given, which shall be, in the case of Notes which bear interest at a floating rate, an Interest Payment Date; and (iv) the Call Early Redemption Amount at which such Notes are to be redeemed or, as applicable, the Determination Date on which the Make Whole Redemption Amount shall be determined. In addition, if Condition 7(c) – Make Whole Redemption is specified in the relevant Final Terms as being applicable, then the notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, in which case such notice shall state that, in the Issuer’s discretion, the Make Whole Redemption Date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the Make Whole Redemption Date, or by the Make Whole Redemption Date so delayed. Any such notice shall be given not more than the Maximum Period of Notice and not less than the Minimum Period of Notice, each as specified in the relevant Final Terms prior to the date fixed for redemption, shall also be given to the holders of the Notes in accordance with Condition 14, shall be irrevocable (unless the Trustee otherwise agrees), and the delivery thereof shall oblige the Issuer to make the redemption therein specified. (e) Partial Redemption If the Notes are to be redeemed in part only on any date in accordance with Condition 7(c), the Notes to be redeemed shall be drawn by lot in such European city as the Issuer and the Trustee may agree, or identified in such other manner or in such other place as the Trustee may, in its absolute discretion, approve and deem appropriate and fair, subject always to compliance with all applicable laws and the requirements and procedures of any stock exchange on which the relevant Notes may be listed and of any clearing system in which the Notes are held and, in the case of such clearing system being Euroclear and Clearstream, Luxembourg, such redemption to be reflected in the records of Euroclear and Clearstream, Luxembourg as either a pool factor or a reduction in nominal amount, at their discretion. (f) Optional Early Redemption (Put) If this Condition 7(f) is specified in the relevant Final Terms as being applicable, then the Issuer shall, upon the exercise of the relevant option by the holder of any Note, redeem such Note on the date or the next of the dates specified in the relevant Final Terms at its principal amount (or such other redemption


114 amount as may be specified in the relevant Final Terms) (each, a “Put Early Redemption Amount”). In order to exercise such option, the holder must, not less than 45 days before the date so specified, deposit (in the case of Bearer Notes) the relevant Note (together, in the case of an interest-bearing Definitive Note, with any unmatured Coupons appertaining thereto) with any Paying Agent or (in the case of Registered Notes) the Certificate representing such Note(s) with the Registrar or any Transfer Agent at its specified office, together with a duly completed redemption notice (“Exercise Notice”) in the form which is available from the specified office of any of the Paying Agents, the Registrar or any Transfer Agent. (g) Purchase of Notes The Issuer, each Guarantor and any other Group Company may at any time purchase Notes at any price in the open market or otherwise. If purchases are made by tender, tenders must be made available to all Noteholders alike. (h) Cancellation All Notes redeemed in accordance with this Condition 7 shall be cancelled forthwith and may not be reissued or resold, and Notes purchased in accordance with this Condition 7 may, at the option of the purchaser, be cancelled, held or resold. In the case of cancellation and in the case of Bearer Notes, each such Note shall be surrendered at the specified office of any of the Paying Agents together with all unmatured Coupons and all unexchanged Talons and, in the case of Registered Notes, the Certificate representing such Notes shall be surrendered to the Registrar. (i) Zero Coupon Notes (i) The early redemption amount payable in respect of any Zero Coupon Note, upon redemption of such Note pursuant to Condition 7(b), Condition 7(c) or Condition 7(f) or upon it becoming due and payable as provided in Condition 10 shall be the Amortised Face Amount (calculated as provided below) of such Note unless otherwise specified in the relevant final terms. (ii) Subject to the provisions of sub-paragraph (iii) below, the “Amortised Face Amount” of any such Note shall be the scheduled Final Redemption Amount of such Note on the Maturity Date discounted at a rate per annum (expressed as a percentage) equal to the Amortisation Yield (which, if none is shown hereon, shall be such rate as would produce an Amortised Face Amount equal to the issue price of the Notes if they were discounted back to their issue price on the Issue Date) compounded annually. (iii) If the early redemption amount payable in respect of any such Note upon its redemption pursuant to Condition 7(b), Condition 7(c) or Condition 7(f) or upon it becoming due and payable as provided in Condition 10 is not paid when due, the early redemption amount due and payable in respect of such Note shall be the Amortised Face Amount of such Note as defined in sub-paragraph (ii) above, except that such sub-paragraph shall have effect as though the date on which the Note becomes due and payable were the Relevant Date. The calculation of the Amortised Face Amount in accordance with this sub-paragraph shall continue to be made (both before and after judgement) until the Relevant Date, unless the Relevant Date falls on or after the Maturity Date, in which case the amount due and payable shall be the scheduled Final Redemption Amount of such Note on the Maturity Date together with any interest that may accrue in accordance with Condition 6G. Where such calculation is to be made for a period of less than one year, it shall be made on the basis of the Day Count Fraction specified in the relevant Final Terms. 115 8 Payments (A) Payments Bearer Notes: (1A) Payment of amounts (whether principal, redemption amount or otherwise and including accrued interest other than interest due against surrender of matured Coupons) due in respect of a Bearer Note will be made against presentation of the relevant Note at the specified office of any of the Paying Agents outside (unless Condition 8A(3) applies) the United States, provided that such payment is not made into the United States or into an account maintained in the United States. (1B) Payment of amounts due in respect of interest on Bearer Notes will be made: (a) in the case of a Temporary Global Note or Permanent Global Note, against presentation of the relevant Temporary Global Note or Permanent Global Note at the specified office of any of the Paying Agents outside (unless Condition 8A(3) applies) the United States and, in the case of a Temporary Global Note, upon due certification as required therein; (b) in the case of Definitive Notes without Coupons attached thereto at the time of their initial delivery, against presentation of the relevant Definitive Notes at the specified office of any of the Paying Agents outside (unless Condition 8A(3) applies) the United States; and (c) in the case of Definitive Notes initially delivered with Coupons attached thereto, against surrender of the relevant Coupons at the specified office of any of the Paying Agents outside (unless Condition 8A(3) applies) the United States. Registered Notes: (2A) Payments of principal in respect of Registered Notes shall be made to the person shown on the Register at the close of business on the 15th day before the due date for payment thereof (the “Record Date”) by transfer to an account denominated in that currency (or, if that currency is euro, any other account to which euro may be credited or transferred) and maintained by the payee with, a bank in the principal financial centre of that currency and (in the case of redemption) upon surrender (or, in the case of part payment only, endorsement) of the relevant Certificates at the specified office of any of the Transfer Agents or of the Registrar. (2B) Interest on Registered Notes shall be paid to the person shown on the Register on the Record Date by transfer to an account denominated in that currency (or, if that currency is euro, any other account to which euro may be credited or transferred) and maintained by the payee with, a bank in the principal financial centre of that currency and (in the case of interest payable on redemption) upon surrender (or, in the case of part payment only, endorsement) of the relevant Certificates at the specified office of any of the Transfer Agents or of the Registrar. Payments of amounts due in respect of interest on Bearer Notes and exchanges of Talons for Coupon sheets in accordance with Condition 8A(6) will not be made at the specified office of any Paying Agent in the United States (as defined in the United States Internal Revenue Code of 1986, as amended, and U.S. Treasury regulations thereunder) unless: (a) payment in full of amounts due or, as the case may be, the exchange of Talons in respect of interest on such Bearer Notes when due at all the specified offices of the Paying Agents outside the United States is illegal or effectively precluded by exchange controls or other similar restrictions; (b) such payment or, as the case may be, exchange is permitted by applicable United States law; and 116 (c) the Bearer Notes are denominated in and payable in United States Dollars. If paragraphs (a) to (c) above apply, the Issuer and the Guarantor(s) shall forthwith appoint a further Paying Agent with a specified office in New York City. (4) If the due date for payment of any amount due in respect of any Note is not both a Relevant Financial Centre Day and a local banking day, then the holder thereof will not be entitled to payment thereof until the next day which is such a day and, thereafter, will be entitled to receive payment by cheque on any local banking day, and will be entitled to payment by transfer to a designated account, on any day which is a local banking day, a Relevant Financial Centre Day and a day on which commercial banks and foreign exchange markets settle payments in the relevant currency in the place where the relevant designated account is located. No further payment on account of interest or otherwise shall be due in respect of such postponed payment unless there is subsequent failure to pay in accordance with these Conditions in which event interest shall continue to accrue as provided in Condition 6E(5). For the purpose of this Condition 8A(4), “Relevant Financial Centre Day” means, in the case of a currency other than euro, a day on which commercial banks and foreign exchange markets settle payments in the Relevant Financial Centre and any other place specified in the relevant Final Terms and, in the case of payment in euro, a TARGET Day and a “local banking day” means a day (other than a Saturday or Sunday) on which commercial banks are open for business in the place of presentation of the relevant Note or, as the case may be, Coupon. (5) Each Definitive Note initially delivered with Coupons attached thereto shall be presented and, save in the case of partial redemption of such Note, surrendered for final redemption together with all unmatured Coupons appertaining thereto, failing which: (a) in the case of Definitive Notes which bear interest at a fixed rate or rates, the amount of any missing unmatured Coupons (or, in the case of a payment not being made in full, that portion of the amount of such missing unmatured Coupon which that redemption amount paid bears to the total redemption amount due) (excluding for this purpose Talons) will be deducted from the amount otherwise payable on such final redemption, the principal amount so deducted being payable against surrender of the relevant Coupon at the specified office of any of the Paying Agents at any time within 10 years of the Relevant Date applicable to payment of such final redemption amount; and (b) in the case of Definitive Notes which bear interest at, or at a margin above or below, a floating rate, all unmatured Coupons relating to such Notes (whether or not surrendered therewith) shall become void and no payment shall be made thereafter in respect of them. The provisions of paragraph (i) of this Condition 8A(5) notwithstanding, if any Definitive Notes which bear interest at a fixed rate or rates should be issued with a maturity date and a fixed rate or fixed rates such that, on the presentation for payment of any such Definitive Note without any unmatured Coupons attached thereto or surrendered therewith, the amount required by paragraph (i) to be deducted would be greater than the amount otherwise due for payment, then, upon the due date for redemption of any such Definitive Note, such unmatured Coupons (whether or not attached) being Coupons representing an amount in excess of the relevant redemption amount shall become void (and no payment shall be made in respect thereof) as shall be required so that, upon application of the provisions of paragraph (i) in respect of such Coupons as have not so become void, the amount required by paragraph (i) to be deducted would not be greater than the amount otherwise due for payment. Where the application of the foregoing sentence requires some but not all of the unmatured Coupons relating to a Definitive Note to become void, the relevant Paying Agent shall determine which unmatured Coupons are 117 to become void, and shall select for such purpose Coupons maturing on later dates in preference to Coupons maturing on earlier dates. (6) In relation to Definitive Notes initially delivered with Talons attached thereto, on or after the due date for the payment of interest on which the final Coupon comprised in any Coupon sheet matures, the Talon comprised in the Coupon sheet may be surrendered at the specified office of any Paying Agent outside (unless Condition 8A(3) applies) the United States in exchange for a further Coupon sheet (including any appropriate further Talon), subject to the provisions of Condition 12 below. Each Talon shall, for the purpose of these Conditions, be deemed to mature on the due date for the payment of interest on which the final Coupon comprised in the relative Coupon sheet matures. (7) Payments of amounts due (whether principal, redemption amount, interest or otherwise) in respect of Notes will be made by (a) transfer to an account in the relevant currency specified by the payee or (b) cheque in the relevant currency drawn on a bank in the Relevant Financial Centre provided, however, that in the case of (a), payment shall not be made to an account within the United States unless permitted by applicable U.S. tax law requirements. (B) Payments – General Provisions (1) Save as otherwise specified herein, for the purposes of these Conditions: (a) “Business Day” means:  in relation to Notes payable in euro, a TARGET Day;  in relation to Notes payable in any other currency, a day on which commercial banks are open for business and foreign exchange markets settle payments in the Relevant Financial Centre in respect of the relevant currency;  a day on which commercial banks are open for business and foreign exchange markets settle payments in any place specified in the relevant Final Terms; and  in relation to Floating Rate Notes where the Reference Rate is specified in the relevant Final Terms as Compounded Daily SOFR or Weighted Average SOFR, a U.S. Government Securities Business Day; (b) “Relevant Financial Centre” means, in relation to the Notes denominated in a currency other than euro, such financial centre or centres as may be specified in relation to the relevant currency for the purposes of the definition of “Business Day” in the ISDA Definitions and, in relation to Notes denominated in euro, the principal financial centre of any of the member states in the Euro-zone; and (c) "T2" means the real time gross settlement system operated by the Eurosystem, or any successor system thereto. (2) Payments will, without prejudice to the provisions of Condition 9, be subject in all cases to: (i) any applicable fiscal or other laws and regulations; and (ii) any withholding or deduction 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, any regulations or agreements thereunder, any official guidance thereunder or official interpretations thereof, any intergovernmental agreement with respect thereto, or any law, regulations or official guidance implementing an intergovernmental agreement or an intergovernmental approach with respect thereto (“FATCA”).


118 (C) Redenomination (1) Unless disapplied in the relevant Final Terms, the Issuer may, without the consent of the Noteholders and the Couponholders, on giving prior notice to the Trustee, the Principal Paying Agent, the Registrar, Transfer Agent, Euroclear and Clearstream, Luxembourg and at least 30 days’ prior notice to the Noteholders in accordance with Condition 14, elect that, in the case of Notes denominated in the currency of a member state of the European Union that has not adopted the single currency in accordance with the Treaty, with effect from the Redenomination Date specified in the notice, Notes denominated in the currency of such member state of the European Union that adopts the single currency in accordance with the Treaty shall be redenominated in euro. (2) The election will have effect as follows: (a) each Specified Denomination and, in the case of Fixed Rate Notes, each amount of interest specified, in the case of Bearer Notes in the Coupons, will be deemed to be such amount of euro as is equivalent to its denomination or the amount of interest so specified in the Specified Currency at the Established Rate, rounded down to the nearest €0.01 (any fraction arising therefrom shall be paid on the Redenomination Date to the Noteholder in addition to the payment of interest otherwise payable on such Redenomination Date); (b) if definitive notes are required to be issued after the Redenomination Date, they shall be issued at the expense of the Issuer in denominations of at least €100,000, or such higher denominations as the Agent shall determine and notify to the Noteholders; (c) after the Redenomination Date, all payments in respect of the Notes and the Coupons, other than payments of interest in respect of periods commencing before the Redenomination Date, will be made solely in euro as though references in the Notes to the Specified Currency were to euro. Payments will be made in euro by credit or transfer to a euro account (or any other account to which euro may be credited or transferred) specified by the payee or, at the option of the payee, by a euro cheque; (d) if the Notes are Fixed Rate Notes and interest for any period ending on or after the Redenomination Date is required to be calculated for a period ending other than on an Interest Payment Date it will be calculated: (A) in the case of the Notes in global form, by applying the Rate of Interest to the principal amount of such Notes; and (B) in the case of Notes in definitive form, by applying the Rate of Interest to the Calculation Amount, and, in each case, multiplying such sum by the applicable Day Count Fraction, which, in this case, shall be Actual/Actual (ICMA) and rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with the applicable market convention. Where the Denomination of a Fixed Rate Note in definitive form comprises more than one Calculation Amount, the amount of interest payable in respect of such Fixed Rate Note shall be the aggregate of the amounts (determined in the manner provided above) for each Calculation Amount comprising the Denomination without any further rounding; (e) if the Notes are Floating Rate Notes the relevant Final Terms will specify any relevant changes to the provisions relating to interest; and 119 (f) such other changes shall be made to these Conditions as the Issuer may decide, after consultation with the Principal Paying Agent, and as may be specified in the notice, to conform them to conventions then applicable to instruments denominated in euro to the satisfaction of the Trustee. (3) For the purposes of these Conditions: (a) “Established Rate” means the rate for the conversion of the Specified Currency (including compliance with rules relating to roundings in accordance with applicable European Community regulations) into euro established by the Council of the European Union pursuant to Article 123 of the Treaty; (b) “euro” means the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty; (c) “Redenomination Date” means (in the case of interest-bearing Notes) any date for payment of interest under the Notes or (in the case of Zero Coupon Notes) any date, in each case specified by the Issuer in the notice given to the Noteholders pursuant to paragraph 8C(1) above and which falls on or after the date on which the relevant member state of the European Union that has not adopted the single currency in accordance with the Treaty, adopts the single currency in accordance with the Treaty; (d) “Specified Currency” means the currency specified in the relevant Final Terms; (e) “Specified Denomination” means the denomination (of the relevant Notes in the Specified Currency) specified in the relevant Final Terms; and (f) “Treaty” means the Treaty establishing the European Community as amended. (D) Exchange The Issuer may, without the consent of the Noteholders and the Couponholders, on giving prior notice to the Trustee, the Principal Paying Agent, Registrar, Transfer Agents, Euroclear and Clearstream, Luxembourg and not less than 30 days’ prior notice to the Noteholders in accordance with Condition 14, elect that, with effect from the Redenomination Date specified in the notice, the Notes shall be exchangeable for Notes expressed to be denominated in euro in accordance with such arrangements as the Issuer may decide, after consultation with the Principal Paying Agent and the Registrar (if applicable), and as may be specified in the notice, including arrangements under which Coupons unmatured at the date so specified become void. (E) The Paying Agents (1) The Issuer and the Guarantor(s) together reserve the right, in accordance with the provisions of the Paying Agency Agreement, to vary or terminate the appointment of any Paying Agent (including the Principal Paying Agent), the Registrar or any Transfer Agent and to appoint additional or other Paying Agents or Transfer Agents, provided that they will at all times maintain (i) a Principal Paying Agent, (ii) so long as any Notes are listed on any stock exchange, a Paying Agent in such place as may be required by such relevant stock exchange, (iii) in the circumstances described in Condition 8A(3), a Paying Agent with a specified office in New York City, (iv) a Registrar in relation to Registered Notes and (v) a Transfer Agent in relation to Registered Notes. The Paying Agents, Registrar and Transfer Agent(s) reserve the right at any time to change their respective offices to some other specified office in the same city. Notice of all changes in the identities or specified offices of the Paying Agents, Registrar and Transfer Agent(s) will be notified promptly by the Issuer to the holders of the Notes in accordance with Condition 14. 120 (2) The Paying Agents, Registrar and Transfer Agent(s) act solely as agents of the Issuer and the Guarantor(s) or, following the occurrence of a Default (as defined in Condition 10), the Trustee and, save as provided in the Paying Agency Agreement, do not assume any obligations towards or relationship of agency or trust for any holder of any Note or Coupon and each of them shall only be responsible for the performance of the duties and obligations expressly imposed upon them in the Paying Agency Agreement or incidental thereto. (3) The initial Paying Agents, Registrar and Transfer Agents and their respective initial specified offices are specified below. 9 Taxation All payments of principal of, and interest on, Notes by the Issuer or, as the case may be, a 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 Netherlands (in the case of payment by UFN), the United Kingdom (in the case of payment by PLC) or the United States (in the case of payment by UNUS or UCC or a Guarantor of Notes issued by UCC) or (in any such case) any political subdivision or taxing authority thereof or therein, unless such withholding or deduction is required by law. In such event, except to the extent that the withholding or deduction is made in respect of FATCA, the Issuer or, as the case may be, such Guarantor, will pay such additional amounts (“Additional Amounts”) as shall be necessary in order that the net amounts received by the holder of any Note or, as the case may be, Coupon, after such withholding or deduction, shall equal the respective amounts of principal and interest which would have been receivable in respect of the Notes or, as the case may be, Coupons in the absence of such withholding or deduction, provided however that no such Additional Amounts shall be payable: (A) by UFN or PLC (as the case may be) with respect to: (i) any Note (or Certificate representing it) or Coupon held or presented for payment by, or on behalf of, a holder who is liable to such taxes or duties in respect of such Note or Coupon by reason of his having some connection with the Netherlands or, as the case may be, the United Kingdom other than the mere holding of such Note or Coupon; or (ii) any payment in respect of a Note or Coupon where the holder thereof would be 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 (iii) if presentment is required, any Note or Coupon presented (or in respect of which the Certificate representing it is presented) for payment more than 30 days after the Relevant Date except to the extent that the holder thereof would have been entitled to such Additional Amounts on presenting the same for payment on such thirtieth day; or (iv) any tax, assessment or other governmental charge required to be withheld or deducted by any Paying Agent from any payment by UFN or, as the case may be, PLC if such payment can be made without such withholding or 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 principal, premium, if any, or interest, if any, with respect to such Note or Coupon; or (vii) any payment in respect of a Note or Coupon to any holder who is not the sole beneficial owner of such Note or Coupon to the extent that a beneficial owner thereof would not have been 121 entitled to payment thereof had such beneficial owner been the holder of such Note or Coupon; or (viii) any withholding or deduction which is required to be made pursuant to the Dutch Withholding Tax Act 2021 (Wet bronbelasting 2021); or (ix) any combination of (i) to (viii); or (B) by UNUS or UCC or a Guarantor of Notes issued by UCC with respect to: (i) any Note (or Certificate representing it) or Coupon held or presented for payment by, or on behalf of, a holder who is liable for such taxes or duties in respect of such Note or Coupon by reason of his having some connection with the United States other than the mere holding of such Note or Coupon; or (ii) any payment in respect of a Note or Coupon where the holder thereof would be 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 (iii) if presentment is required, any Note or Coupon presented (or in respect of which the Certificate representing it is presented) for payment more than 30 days after the Relevant Date except to the extent that the holder thereof would have been entitled to such Additional Amounts on presenting the same for payment on such 30th day; or (iv) any tax, assessment or other governmental charge required to be withheld or deducted by any Paying Agent from any payment by UNUS (in its capacity as Guarantor) or UCC or Guarantor of Notes issued by UCC if such payment can be made without such withholding or 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 principal, premium, if any, or interest, if any, with respect to such Note or Coupon; or (vii) any Note (or Certificate representing it) or Coupon held or presented for payment by, or on behalf of, a holder, if the holder or beneficial owner is or was a controlled foreign corporation, personal holding company or passive foreign investment company with respect to the United States or a corporation that accumulates earnings to avoid United States federal income tax; or (viii) any Note (or Certificate representing it) or Coupon held or presented for payment by, or on behalf of, a holder if the holder or beneficial owner is or has been (i) a “10 per cent. shareholder” of the relevant Issuer as defined in Section 871(h)(3) of the Code or any successor provisions, (ii) a bank receiving such interest pursuant to a loan agreement entered into in the ordinary course of its trade or business as described in section 881(c)(3)(A) of the Code, or (iii) a controlled foreign corporation within the meaning of section 957 of the Code that is related to the Issuer within the meaning of section 864(d)(4) of the Code; or (ix) any Note (or Certificate representing it) or Coupon held or presented for payment by, or on behalf of, a holder, if the holder or beneficial owner would have been able to avoid such withholding or deduction by satisfying any statutory or procedural requirements (including, without limitation, the provision of information or an appropriate, properly completed, United States Internal Revenue Service Form W-8 or Form W-9 (or a successor form)); or (x) any payment in respect of a Note or Coupon to any holder who is a fiduciary, partnership, limited liability company or otherwise not the sole beneficial owner of such Note or Coupon to


122 the extent that a beneficiary or partner or settlor with respect to such fiduciary, a partner or member with respect to such partnership or limited liability company, or the beneficial owner, would not have been entitled to payment of Additional Amount had such person been the holder of such Note or Coupon; or (xi) any combination of (i) to (x). As used herein, “Relevant Date” means whichever is the later of (i) the date on which such payment first becomes due and (ii) if the full amount of the moneys payable has not been made available to the Principal Paying Agent on or prior to such date, the date on which, the full amount of such moneys having been made available, notice to that effect shall have been given to the Noteholders in accordance with Condition 14. References herein to principal of, or interest on, the Notes shall be deemed also to refer to any Additional Amounts which may be payable with respect thereto under this Condition or any undertakings given in addition thereto or in substitution therefor pursuant to the Trust Deed. The provisions of this Condition shall be without prejudice to the rights of substitution conferred by Condition 15. 10 Repayment Upon Event of Default (A) The following events or circumstances (each, a “Default”) shall be acceleration events in relation to the Notes of a Series: (a) there is a default in the payment of any principal of, or for more than 15 days in the payment of any interest due on, any of the Notes; or (b) there is a default in the performance or observance by (in the case of UFN Notes) UFN or PLC, (in the case of UCC Notes) UCC or PLC, or (in the case of PLC Notes) PLC, of any other obligation under the Trust Deed or the UFN Notes, UCC Notes or PLC Notes (as applicable) and such default continues for 30 days after written notice thereof shall have been given to the Issuer and the Guarantor(s) by the Trustee requiring the same to be remedied; or (c) (i) any other indebtedness in respect of borrowed money (amounting in aggregate principal amount to not less than U.S.$100,000,000 or the equivalent thereof in any other currency or currencies) of either (in the case of UFN Notes) UFN or PLC, (in the case of UCC Notes) UCC or PLC, or (in the case of PLC Notes) PLC becomes prematurely repayable as a result of a default under the terms thereof, or (ii) (in the case of UFN Notes) either UFN or PLC, (in the case of UCC Notes) either UCC or PLC, or (in the case of PLC Notes) PLC, defaults in the repayment of any indebtedness in respect of borrowed money (amounting in aggregate principal amount to not less than U.S.$100,000,000 or the equivalent thereof in any other currency or currencies) at the maturity thereof (taking into account any applicable grace period therefor), or (iii) any guarantee or indemnity given by (in the case of UFN Notes) either UFN or PLC, (in the case of UCC Notes) either UCC or PLC, or (in the case of PLC Notes) PLC, in respect of any indebtedness in respect of borrowed money (amounting in aggregate principal amount to not less than U.S.$100,000,000 or the equivalent thereof in any other currency or currencies) shall not be honoured when due and called upon (taking into account any applicable grace period therefor) save where the Trustee is satisfied that liability under such guarantee or indemnity is being contested in good faith; or (d) an order is made or a decree or an effective resolution is passed for the winding-up, liquidation or dissolution of (in the case of UFN Notes) UFN or PLC, (in the case of UCC Notes) UCC or PLC, or (in the case of PLC Notes) PLC or (in any case) an administration order is made or an administrator is appointed in relation to PLC (except for the purpose of a merger, reconstruction 123 or amalgamation, under the terms of Condition 15 or the terms of which have previously been approved in writing by the Trustee) and (except where such order, decree or resolution is initiated or consented to by the relevant company or its shareholders) such order, decree or resolution is not discharged or stayed within a period of 60 days; or (e) (in the case of UFN Notes) UFN or PLC or (in the case of UCC Notes) UCC or PLC, (except for the purpose of a merger, reconstruction or amalgamation, under the terms of Condition 15 or the terms of which have previously been approved in writing by the Trustee) ceases or threatens to cease to carry on the whole or substantially the whole of its business; or (f) an administrative receiver or other receiver, trustee, assignee or like officer is appointed in respect of the whole or a substantial part of the undertaking or assets of PLC or (in the case of UFN Notes only) an administrator (bewindvoerder) is provisionally or definitively appointed by the District Court in the event of a moratorium (surséance van betaling) over the whole or any part of the undertaking or assets of UFN and (except where any such appointment is made by or at the instigation or motion of the relevant company or its shareholders) such appointment is not discharged within 30 days; or (g) (in the case of UFN Notes only) a trustee in bankruptcy (curator) is appointed by the District Court in the event of bankruptcy (faillissement) affecting the whole or any part of the undertaking or assets of UFN and such appointment is not discharged within 30 days; or (h) a distress or execution is levied or enforced upon or sued out against (in the case of the UFN Notes) any part of the assets of UFN (being either an executory attachment (executoriaal beslag) or a conservatory attachment (conservatoir beslag)), any part of the assets of UCC, or (in any case) a substantial part of the assets of PLC and, in either case, is not removed, discharged, cancelled or paid out within 30 days of the making thereof or any encumbrancer takes possession of (in the case of UFN Notes) the whole or any part of the undertaking or assets of UFN, (in the case of UCC Notes) the whole or any part of the undertaking or assets of UCC, or (in any case) the whole or any substantial part of the undertaking or assets of PLC and is not discharged within 30 days; or (i) (in the case of UFN Notes and UCC Notes only) for any reason the guarantee of PLC in respect of the UFN Notes or the UCC Notes ceases to be in full force and effect. For the purposes of sub-paragraphs (f) and (h) the expression “a substantial part” means a part whose value is equal to or greater than 25 per cent. of the aggregate value of the fixed assets and current assets of the Unilever Group, such value and such assets being determined by reference to the then most recently published audited consolidated balance sheet of the Unilever Group. A report by the auditors of PLC that, in their opinion, (i) the amounts shown in a certificate provided by PLC (showing the fixed assets and current assets of the relevant part and those fixed assets and current assets expressed as a percentage of the fixed assets and current assets of the Unilever Group) have been correctly extracted from the accounting records of the Unilever Group and (ii) the percentage of the fixed assets and current assets of that part to the fixed assets and the current assets of the Unilever Group has been correctly calculated, shall, in the absence of manifest error, be conclusive evidence of the matters to which it relates. (B) If any Default shall occur in relation to the Notes of a Series, the Trustee in its discretion may, and (subject to its rights under the Trust Deed to be indemnified and/or secured and/or prefunded to its satisfaction), if so directed by an Extraordinary Resolution of the holders of the Notes of the relevant Series or if so requested in writing by the holders of not less than 25 per cent. in principal amount of the Notes of the relevant Series, shall, but, in the case of the happening of any of the events referred to in Condition 10A(b), (c), (e), (f), (g) or (h), only if the Trustee shall have certified to the Issuer and the Guarantor(s) that such event is, in its opinion, materially prejudicial to the interests of the holders of 124 the Notes of the relevant Series, by written notice to the Issuer and the Guarantor(s) declare that such Notes are immediately repayable whereupon the same shall become immediately repayable at their default early redemption amount (which shall be their principal amount or such other default early redemption amount as may be specified in the relevant Final Terms) together with all interest (if any) accrued thereon (calculated as provided in these Conditions and in the Trust Deed). 11 Enforcement At any time after the Notes of a Series shall have become repayable, the Trustee may, at its discretion and without further notice, institute such proceedings against the Issuer and the Guarantor(s) as it may think fit to enforce repayment of such Notes together with accrued interest and to enforce the provisions of the Trust Deed, but it shall not be bound to take any such proceedings unless (i) it shall have been so directed by an Extraordinary Resolution or so requested in writing by the holders of at least 25 per cent. in principal amount of the Notes of the relevant Series then outstanding and (ii) it shall have been indemnified and/or prefunded and/or received security to its satisfaction. Only the Trustee may enforce the provisions of the Notes or the Trust Deed and no holder or Couponholder shall be entitled to proceed directly against the Issuer or the Guarantor(s) unless the Trustee, having become bound so to proceed, fails to do so within a reasonable time and such failure is continuing. 12 Prescription (a) Claims against the Issuer and/or any Guarantor(s) in respect of Notes and Coupons will become void unless presented for payment within a period of 10 years, in the case of Notes and five years, in the case of Coupons, from the Relevant Date (as defined in Condition 9) relating thereto. (b) In relation to Definitive Notes initially delivered with Talons attached thereto, there shall not be included in any Coupon sheet issued upon exchange of a Talon pursuant to Condition 8A(6) any Coupon which would be void upon issue or the due date for payment of which would fall after the due date for the redemption of the relevant Note or which would be void pursuant to this Condition 12. 13 Replacement of Notes, Certificates and Coupons If any Note, Certificate or Coupon is lost, stolen, mutilated, defaced or destroyed, it may be replaced at the specified office of the Principal Paying Agent (in the case of Bearer Notes or Coupons) and of the Registrar (in the case of Certificates) upon payment by the claimant of all expenses incurred in connection with such replacement and upon such terms as to evidence, security, indemnity and otherwise as the Issuer, the Principal Paying Agent (in respect of Bearer Notes or Coupons) or the Registrar (in the case of Certificates) may require. Mutilated or defaced Notes, Certificates and Coupons must be surrendered before replacements will be delivered. 14 Notices Notices required to be given to the holder of Registered Notes pursuant to the Conditions shall be mailed to them at their respective addresses in the Register and deemed to have been given on the fourth weekday (being a day other than a Saturday or a Sunday) after the date of mailing. Notices required to be given to holders of Bearer Notes will be deemed to be validly given if published in one leading English language daily newspaper with circulation in London (which is expected to be the Financial Times) or, if this is not possible, in one other leading English language daily newspaper with circulation in Europe or, in the case of a Temporary Global Note or Permanent Global Note, if delivered to Euroclear and/or Clearstream, Luxembourg and/or any other applicable clearing system for communication by them to the persons shown in their respective records as having interests therein, provided that the requirements of the relevant stock exchange(s) have been complied with. Any such notice shall be deemed to have been given on the date of such publication 125 or, if so published more than once, on the date of first publication or, as the case may be, on the fourth day after the date of such delivery to Euroclear and/or Clearstream, Luxembourg and/or such other clearing system. If publication is not practicable in any such newspaper, notice will be validly given if made in such other manner, and shall be deemed to have been given on such date, as the Trustee may, in each case approve in writing. holders of Coupons will be deemed for all purposes to have notice of the contents of any notice given to holders of Notes in accordance with this Condition 14. 15 Meetings of Noteholders; Modification; Waiver; Substitution The Trust Deed contains provisions for convening meetings of holders (including meetings held by virtual means via an electronic platform) of any Series of Notes to consider any matter affecting their interests, including the modification by Extraordinary Resolution of these Conditions or the provisions of the Trust Deed. The quorum at any such meeting for passing an Extraordinary Resolution will be two or more persons holding or representing a clear majority in principal amount of the Notes of that Series for the time being outstanding or, at any adjourned meeting, two or more persons being or representing Noteholders whatever the principal amount of the Notes of that Series so held or represented, except that, at any meeting the business of which includes the modification of certain of these Conditions or provisions of the Trust Deed, the necessary quorum for passing an Extraordinary Resolution will be two or more persons holding or representing not less than 66 per cent., or at any adjourned such meeting not less than 33 per cent., of the principal amount of the Notes of that Series for the time being outstanding. An Extraordinary Resolution passed at any meeting of Noteholders of any Series of Notes will be binding on all Noteholders of that Series, whether or not they are present at the meeting, and on all Couponholders of that Series. The Trust Deed contains provisions for the convening of a single meeting of holders of Notes of more than one Series where the Trustee so decides. The Trustee may agree, without the consent of the Noteholders or Couponholders of any Series, to any modification (subject to certain exceptions) of, or to the waiver or authorisation of any breach or proposed breach of, any of these Conditions or any of the provisions of the Trust Deed which, in the opinion of the Trustee, is not materially prejudicial to the interests of the holders of such Notes or to any modification which is of a formal, minor or technical nature or is made to correct a manifest error. The Trustee may also determine that any event which would or might otherwise constitute a Default under Condition 10 shall not do so, provided that, in the opinion of the Trustee, such event is not materially prejudicial to the interests of the holders of the Notes of the relevant Series. In addition, the Trustee shall be obliged to concur with the Issuer in effecting any Benchmark Amendment in the circumstances and as otherwise set out in Condition 6H without the consent of the Noteholders or Couponholders. Any such modification, waiver, authorisation or determination shall be binding on the holders of the Notes of such Series and of the Coupons (if any) relating thereto and (unless the Trustee agrees otherwise) any such modification shall be notified to the Noteholders as soon as practicable thereafter in accordance with Condition 14. The Trustee shall also agree, subject to certain conditions set out in the Trust Deed, but without the consent of the holders of the Notes of such Series and of the Coupons (if any) relating thereto, (i) to the substitution of any Group Company in place of the Issuer as principal debtor in respect of the Notes of any Series or (ii) to the substitution in place of the Issuer as principal debtor, or of any Guarantor, of any successor in business (as defined in the Trust Deed) of the Issuer or, as the case may be, that Guarantor. It is a condition of any such substitution in accordance with (i) above that such Notes and Coupons (if any) relating thereto thereupon become or remain, as the case may be, unconditionally and irrevocably guaranteed on a joint and several basis by PLC (except where PLC is the new principal debtor) and UNUS. So long as any Notes remain outstanding (as defined in the Trust Deed), neither UFN, UCC nor PLC will merge with, or transfer all or substantially all of its assets or undertaking to, another company (except where


126 UFN, UCC or PLC, as the case may be, is the continuing company) unless that other company agrees, in form and manner reasonably satisfactory to the Trustee, to be bound by the terms of the Notes and the Coupons (if any) appertaining thereto and the Trust Deed in place of UFN, UCC or PLC and the Trustee is satisfied that the conditions set out in the Trust Deed are complied with. In considering the interests of the Noteholders for the purposes of any substitution, merger or transfer as aforesaid the Trustee shall not have regard to the consequences for individual Noteholders resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory or any political subdivision thereof. 16 Indemnification of the Trustee The Trust Deed contains provisions for the indemnification of the Trustee and for its relief from responsibility, including provisions relieving it from taking proceedings to enforce repayment unless indemnified to its satisfaction. The Trustee is entitled to enter into business transactions with PLC, UFN, UCC, UNUS and/or any Group Company without accounting to any Noteholders or Couponholders for any profit resulting therefrom. 17 Further Issues and Additional Issuers (A) The Issuer may, from time to time, without the consent of the holders of any Notes or Coupons of any Series, create and issue further notes, bonds or debentures having the same terms and conditions as the Notes of an existing Series in all respects (or, in all respects except for the first payment of interest, if any, on them and/or the denomination thereof) so as to form a single series with the Notes of the existing Series. (B) Subject as provided in the Trust Deed, PLC may designate any Group Company to become an Issuer of Notes under the Trust Deed. As provided in the Trust Deed, any such Group Company which is to become an Issuer of any Series of Notes shall become such under the terms of a supplemental deed in or substantially in the form scheduled to the Trust Deed (or in such other form as may be approved by the Trustee in writing) (which shall take effect in accordance with its terms) whereby such Group Company agrees to be bound as an Issuer under the Trust Deed and the Paying Agency Agreement, all as more fully provided in the Trust Deed. 18 Governing Law The Trust Deed, the Paying Agency Agreement, the Notes and the Coupons, and any non-contractual obligations arising out of or in connection with them, are governed by, and will be construed in accordance with, English law. 19 Jurisdiction UFN, UCC and UNUS have, in the Trust Deed, submitted to the jurisdiction of the English courts for all purposes in connection with the Trust Deed, the Notes and the Coupons. 20 Rights of Third Parties No person shall have any right to enforce any term or condition of the Notes under the Contracts (Rights of Third Parties) Act 1999. 127 The Seventh Schedule Form of Supplemental Deed increasing Programme Limit This deed made the [●] day of [●], [●] between: (1) UNILEVER FINANCE NETHERLANDS B.V., UNILEVER CAPITAL CORPORATION, UNILEVER PLC and UNILEVER UNITED STATES, INC.; and (2) THE LAW DEBENTURE TRUST CORPORATION p.l.c. as Trustee. Supplemental to a Trust Deed dated 22 July 1994 made between the parties hereto relating to a Programme for the Issuance of Debt Instruments witnesses that the limit of U.S.$25,000,000,000 imposed by Clause 2(A) of the said Trust Deed as amended by Deeds supplemental thereto dated 24 July 1995, 11 July 1996, 13 November 1997, 11 November 1998, 4 July 2000, 2 July 2001, 1 July 2002, 27 June 2003, 2 June 2004, 10 August 2005, 15 May 2007, 13 May 2008, 11 May 2009, 6 May 2010, 5 May 2011, 4 May 2012, 3 May 2013, 2 May 2014, 1 May 2015, 22 April 2016, 15 May 2019, 11 May 2021, 10 May 2022 and 16 May 2023 is hereby increased to U.S.$[●]. In witness thereof the parties hereto have executed this Deed as a deed the day and year first above written. 128 The Eighth Schedule Form of Supplemental Deed joining a New Issuer This Supplemental Deed is made this [●] day of [●], [●] by: (1) [●] a company incorporated in [●] having its registered office at [●] (the “New Issuer”); (2) UNILEVER FINANCE NETHERLANDS B.V., a company incorporated under the laws of the Netherlands, whose corporate seat is in Rotterdam and its address at Weena 455, 3013 AL, Rotterdam, the Netherlands, UNILEVER CAPITAL CORPORATION, a company incorporated under the laws of the state of Delaware, United States of America, whose registered office is at 1209 Orange Street, Wilmington, Delaware 19801, United States of America, UNILEVER PLC, a company incorporated under the laws of England, whose registered office is at Port Sunlight, Wirral, Merseyside CH62 4ZD, United Kingdom and UNILEVER UNITED STATES, INC., a company incorporated under the laws of the State of Delaware, United States of America, whose registered office is at 1209 Orange Street, Wilmington, Delaware 19801, United States of America; (3) THE LAW DEBENTURE TRUST CORPORATION p.l.c., a company incorporated under the laws of England, whose registered office is at Eighth Floor, 100 Bishopsgate, London EC2N 4AG, United Kingdom (the “Trustee”); (4) [●] in its capacity as principal paying agent (the “Principal Paying Agent”, which expression shall include any successor to [●] in its capacity as such); and (5) [●] and [●] in their capacities as paying agents (the “Paying Agents”, which expression shall include the Principal Paying Agent and any substitute or additional paying agents so appointed). Whereas: (A) This Supplemental Deed is supplemental to the trust deed dated 22 July 1994 (such trust deed, as from time to time amended and restated or supplemented in accordance with its terms being referred to herein as the “Trust Deed”) made between Unilever Finance Netherlands B.V., Unilever Capital Corporation and Unilever PLC as issuers (the “Original Issuers”), Unilever PLC and Unilever United States, Inc. as guarantors (the “Original Guarantors”) and the Trustee and to the paying agency agreement dated 22 July 1994 (such paying agency agreement, as from time to time amended and restated or supplemented with the prior consent of the Trustee being referred to herein as the “Paying Agency Agreement”) made between the Original Issuers, the Original Guarantors, the Trustee, the Principal Paying Agent and the Paying Agents. (B) The New Issuer is a Group Company. (C) At the request of [●], the New Issuer wishes to execute this Supplemental Deed (being a deed supplemental to the Trust Deed in order to become an Issuer as defined in the Trust Deed) and pursuant to the provisions therein contained, and pursuant to the provisions contained in the Paying Agency Agreement. (D) Each of the Agents (as defined in Clause 1 hereof) wishes, pursuant to the terms of the Paying Agency Agreement to act as an agent (in the capacity in which it has been appointed under the Paying Agency Agreement and in accordance with the terms thereof) of [●] which becomes an Issuer pursuant to, and in the manner provided in, Clause 17(E) of the Trust Deed. 129 (E) [●] has agreed to guarantee the payment of all moneys payable by the New Issuer under the Trust Deed and in respect of any Notes issued by the New Issuer in the manner appearing hereunder and under the Trust Deed. (F) [The Trustee has received legal opinion(s) from legal counsel in the country of incorporation of the New Issuer and of [●] and from legal counsel in England, reasonably satisfactory to it, to the effect, inter alia, that the New Issuer and [●] each have the capacity and power to enter into this supplemental deed and that, when executed and delivered by such New Issuer and [●], this supplemental deed will constitute valid and legally binding obligations of such New Issuer.]1 Now therefore this Supplemental Deed witnesseth and it is hereby declared as follows: 1 Definitions and Interpretations (A) In this Supplemental Deed, any reference to “Agents” is to the Principal Paying Agent, the other Paying Agents, the Calculation Agent, the Registrar, the other Transfer Agents or any of them. (B) To the extent to which the same are applicable and unless otherwise defined herein, the definitions and provisions contained in Clause 1 of the Trust Deed shall apply to and be incorporated in this Supplemental Deed (including the recitals hereto). 2 Acknowledgement by New Issuer The New Issuer hereby appoints the Trustee (and the Trustee hereby accepts such appointment) to act as Trustee on the same terms as set out in the Trust Deed. 3 Guarantee [●] hereby confirms that the guarantee contained in Clause 8 of the Trust Deed applies to all amounts owing by the New Issuer under or pursuant to the Trust Deed and any Notes or Coupons appertaining thereto. 4 Appointment of Agents The New Issuer hereby appoints each of the Agents as its agent on the same terms set out in the Paying Agency Agreement and each of the Agents accepts its appointment as agent of the New Issuer in relation to any Notes issued by the New Issuer and shall comply with the terms and conditions applicable thereto, the provisions of the Paying Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. 5 Incorporation of Terms It is declared that there shall be deemed to be incorporated in this Supplemental Deed all the covenants, undertakings, powers, obligations and/or other provisions of the Trust Deed, the Schedules thereto, the Conditions and the Paying Agency Agreement relating to or affecting the Issuers in the same manner and to the same extent as if the same had been, mutatis mutandis, set out in full in this Supplemental Deed and made applicable to the New 1 Recital (F) and Clause 6 of this Supplemental Deed are alternatives, one of which (to be determined by the Trustee) should be deleted.


130 Issuer, and (without prejudice to the generality of the foregoing) the New Issuer accordingly covenants: (iii) in favour of the Trustee to duly perform and observe and be bound by the said covenants, undertakings, powers, obligations and/or other provisions imposed on or relating to or affecting it by or under the Trust Deed or the Schedules or the Conditions; and (iv) in favour of the Trustee and each of the Agents, to duly perform and observe and be bound by the said covenants, undertakings, powers, obligations and/or other provisions imposed on or relating to or affecting it by or under the Paying Agency Agreement. 6 [Conditions This Supplemental Deed shall not take effect unless and until the Trustee shall have received opinions of legal counsel in the country of incorporation of the New Issuer and of [●] and in England, reasonably satisfactory to it, to the effect, inter alia, that the New Issuer and [●] each have the capacity and power to enter into this Supplemental Deed and that this Supplemental Deed constitutes valid and legally binding obligations of the New Issuer and [●].] 7 Counterparts This Supplemental Deed may be executed in any number of counterparts, each of which shall be identical and all of which, when taken together, shall constitute one and the same instrument and any one of the parties hereby may execute this Supplemental Deed by signing any such counterpart. 8 Governing Law This Supplemental Deed, and any non-contractual obligations arising out of or in connection with it, is governed by, and shall be construed in accordance with, the laws of England. 9 [Jurisdiction In relation to all claims arising hereunder (including a claim relating to any non-contractual obligations arising out of or in connection with this Supplemental Deed) [●] severally agree that the courts of England are to have jurisdiction to settle any such claim and that accordingly any suit, action or proceedings (together referred to as “Proceedings”) arising hereunder may be brought in such courts. Nothing contained in this Clause shall limit any right to take proceedings against [●] in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. Each of [●] irrevocably agrees that any legal proceedings or any demand or any notice may be made or served on it by the same being posted in a prepaid registered or recorded delivery letter addressed to it at the address set out in Clause 32 of the Trust Deed for the time being of Unilever PLC (or at such other office as it may have notified in writing to the Trustee and as the Trustee shall from time to time have approved) and marked for the attention of the Group Secretary of Unilever PLC or such other official of Unilever PLC as [●] may have notified in writing to the Trustee and the Trustee shall from time to time have approved.] 131 In witness whereof this Supplemental Deed has been executed as a deed by the parties hereto and is intended to be and is hereby delivered on the date first above written. 132 The Ninth Schedule Form of Supplemental Deed releasing an Issuer This Supplemental Deed is made this [●] day of [●], [●] by: (1) [●] a duly incorporated company having its [registered office at [●]]2 [corporate seat in Rotterdam, the Netherlands]3 (the “Retiring Issuer”); (2) THE LAW DEBENTURE TRUST CORPORATION p.l.c., a company incorporated under the laws of England, whose registered office is at Eighth Floor, 100 Bishopsgate, London EC2N 4AG, United Kingdom (the “Trustee”); (3) [●] in its capacity as principal paying agent (the “Principal Paying Agent”, which expression shall include any successor to [●] in its capacity as such); (4) [●] and [●] in their capacities as paying agents (the “Paying Agents”, which expression shall include the Principal Paying Agent and any substitute or additional paying agents so appointed). Whereas: (A) This supplemental deed is supplemental to the trust deed dated 22 July 1994 (such trust deed, as from time to time amended and restated or supplemented in accordance with its terms being referred to herein as the “Trust Deed”) made between Unilever Finance Netherlands B.V., Unilever Capital Corporation and Unilever PLC as Issuers (the “Original Issuers”), Unilever PLC and Unilever United States, Inc. as Guarantors (the “Original Guarantors”) and the Trustee and to the paying agency agreement dated 22 July 1994 (such paying agency agreement, as from time to time amended and restated or supplemented with the prior consent of the Trustee being referred to herein as the “Paying Agency Agreement”) made between the Original Issuers, the Original Guarantors, the Trustee, the Principal Paying Agent and the other Paying Agents. (B) [There are not outstanding any Notes issued by the Retiring Issuer.]/[●] has assumed the obligations under the Notes.]4 (C) At the request of the Retiring Issuer, the Trustee has agreed to execute this supplemental deed in order to release the Retiring Issuer from its obligations, undertakings and covenants under the Trust Deed. (D) The Trustee and each of the Agents (as defined in Clause 1 of these presents) have agreed that the Retiring Issuer shall be released from its obligations, undertakings and covenants under the Paying Agency Agreement upon the execution and delivery of this supplemental deed. Now therefore this Supplemental Deed witnesseth and it is hereby declared as follows: 1 (A) In this supplemental deed, any reference to “Agents” is to the Principal Paying Agent, the other Paying Agents, the Calculation Agent, the Registrar, the other Transfer 2 Delete if UFN is the Retiring Issuer. 3 Include if UFN is the Retiring Issuer. 4 Delete as applicable. 133 Agents or any of them as such expressions are defined in the Paying Agency Agreement. (B) To the extent to which the same are applicable, the definitions and provisions contained in Clause 1 of the Trust Deed shall apply to and be incorporated in this supplemental deed (including the recitals hereto). 2 At the request of the Retiring Issuer: (a) the Trustee hereby releases the Retiring Issuer from its obligations, undertakings and covenants under the Trust Deed; and (b) the Trustee and each of the Agents hereby releases the Retiring Issuer from its obligations, undertakings and covenants under the Paying Agency Agreement. 3 The release of the Retiring Issuer shall not affect any accrued rights and liabilities as between the Retiring Issuer, the Trustee and the Agents pursuant to the Trust Deed and the Paying Agency Agreement. 4 This supplemental deed may be executed in any number of counterparts, each of which shall be identical and all of which, when taken together, shall constitute one and the same instrument and any one of the parties hereby may execute this supplemental deed by signing any such counterpart. 5 This supplemental deed, and any non-contractual obligations arising out of or in connection with it, is governed by, and shall be construed in accordance with, the laws of England. In witness whereof this supplemental deed has been executed as a deed by the parties hereto and is intended to be and is hereby delivered on the date first above written.


134 The Tenth Schedule Provisions for Meetings of Holders of Notes 1 (A) As used in this Schedule, the following expressions shall have the meanings hereinafter mentioned unless the context otherwise requires: (1) “voting certificate” shall mean a certificate in the English language issued by any Paying Agent and dated, in which it is stated: (a) that on the date thereof, Bearer Notes of any Series (not being Notes in respect of which a block voting instruction has been issued and is outstanding in respect of the meeting specified in such voting certificate or any adjournment thereof) of the principal amount(s) specified and bearing specified serial numbers (if applicable) have been deposited with such Paying Agent and that no such Notes will be released until the first to occur of: (i) the conclusion of the meeting specified in such certificate or if applicable any adjournment thereof or any poll taken on any resolution proposed thereat (whichever is the later); and (ii) the surrender of the voting certificate to the Paying Agent who issued the same; or (b) that until the release of the Notes represented thereby the bearer thereof is entitled to attend and vote at such meeting or any adjournment thereof in respect of the Notes represented by such certificate; (2) “block voting instruction” shall mean a document in the English language issued by any Paying Agent and dated, in which: (a) it is certified that Bearer Notes of the relevant Series (not being Notes in respect of which a voting certificate has been issued and is outstanding in respect of the meeting specified in such block voting instruction or any adjournment thereof) have been deposited with such Paying Agent and that no such Notes will be released until the first to occur of: (i) the conclusion of the meeting specified in such document or if applicable any adjournment thereof or any poll taken on any resolution proposed thereat (whichever is the later); and (ii) the surrender, not less than 48 hours before the time for which such meeting or adjourned meeting is convened or poll called, of the respective receipts to the Paying Agent who issued the same in respect of each such deposited Note which is to be released coupled with notice from the Paying Agent to the relevant Issuer of such surrender; (b) it is certified that each depositor of such Notes has instructed such Paying Agent that the vote(s) attributable to his or its Notes so deposited should be cast in a particular way in relation to the resolution or resolutions to be put to such meeting or any adjournment thereof and that all such instructions are, during the period of 48 hours prior to the time for which such meeting or adjourned meeting is convened, neither revocable nor subject to amendment; 135 (c) the total number, the principal amounts and the certificate numbers of the Notes (if applicable) so deposited are listed, distinguishing with regard to principal amount and with regard to each such resolution between those in respect of which instructions have been given as aforesaid that the votes attributable thereto should be cast in favour of the resolution, and those in respect of which instructions have been given that the votes attributable thereto should be cast against the resolution; and (d) one or more persons named in such document (hereinafter called a “proxy”) is or are authorised and instructed by such Paying Agent to cast the votes attributable to the Notes so listed in accordance with the instructions referred to in (c) above as set out in such document; (3) “electronic platform” means any form of telephony or electronic platform or facility and includes, without limitation, telephone and video conference call and application technology systems; (4) “hybrid meeting” means a combined physical meeting and virtual meeting convened pursuant to this Schedule by the relevant Issuer or the Guarantor or the Trustee at which persons may attend either at the physical location specified in the notice of such meeting or via an electronic platform; (5) “meeting” means a meeting convened pursuant to this Schedule by the relevant Issuer or the relevant Guarantor(s) or the Trustee and whether held as a physical meeting, as a virtual meeting or as a hybrid meeting; (6) “physical meeting” means any meeting attended by persons present in person at the physical location specified in the notice of such meeting; (7) “present” means physically present in person at a physical meeting or a hybrid meeting, or able to participate in or join a virtual meeting or a hybrid meeting held via an electronic platform; (8) “virtual meeting” means any meeting held via an electronic platform; and (9) “Alternative Clearing System” means any clearing system other than Euroclear or Clearstream, Luxembourg. (B) In respect of Bearer Notes, voting certificates and block voting instructions shall only be issued in respect of Notes deposited with any Paying Agent not less than 48 hours before the time for which the meeting or the poll to which the same relate has been convened or called and shall be valid only for so long as the relevant Notes will not be released pursuant to this paragraph 1 hereof and during the validity thereof the Holder of any such voting certificate or (as the case may be) the proxy or proxies named in any block voting instruction shall, for all purposes in connection with any meeting of Holders of Notes, be deemed to be the Holder of the Notes of the relevant Series to which such voting certificate or block voting instruction relates and the Paying Agent with which such Notes have been deposited shall nevertheless be deemed for such purposes not to be the Holder of those Notes. 2 The Trustee, the relevant Issuer or the relevant Guarantor(s) at any time may, and the Trustee shall (subject to its being indemnified to its satisfaction against all costs and expenses thereby occasioned) upon a request in writing at the time by Holders of Notes holding not less than one- tenth of the principal amount outstanding of the Notes of any particular Series for the time being outstanding shall, convene a meeting of the Holders of Notes of such Series. Whenever the 136 relevant Issuer or the relevant Guarantor(s) is or, as the case may be, are about to convene any such meeting it shall forthwith give notice in writing to the Trustee of the day, time and place (or the details of the electronic platform to be used in the case of a virtual meeting) thereof and of the nature of the business to be transacted thereat. Every physical meeting shall be held at such place as the Trustee may approve. Every virtual meeting shall be held via an electronic platform and at a time approved by the Trustee. Every hybrid meeting shall be held at a time and place and via an electronic platform approved by the Trustee. 3 At least 21 days’ notice (exclusive of the day on which the notice is given and of the day on which the meeting is held) specifying the day and time of the meeting and manner in which it is to be held, and the place of meeting in the case of a physical meeting or a hybrid meeting, or the details of the electronic platform to be used in the case of a virtual meeting or a hybrid meeting, shall be given to the Holders of the Notes of the relevant Series in the manner provided in the Conditions. A copy of the notice shall be given to the Trustee unless the meeting shall be convened by the Trustee, and to the relevant Issuer or the relevant Guarantor(s) unless the meeting shall be convened by such relevant Issuer or the relevant Guarantor(s). Such notice shall be given in the manner provided in these presents and shall, unless in any particular case the Trustee otherwise agrees, specify the terms of the resolutions to be proposed and shall include to the extent applicable to the relevant Series, inter alia, statements to the effect that Notes of the relevant Series may be deposited with any Paying Agent for the purpose of obtaining voting certificates or appointing proxies until 48 hours before the time fixed for the meeting but not thereafter. With respect to a virtual meeting or a hybrid meeting, each such notice shall set out such other and further details as are required under paragraph 26. 4 A person (who may, but need not, be the Holder of a Note of the relevant Series) nominated in writing by the Trustee shall be entitled to take the chair at every such meeting but if no such nomination is made or if at any meeting the person nominated shall not be present within 15 minutes after the time appointed for the holding of such meeting the Holders of Notes present shall choose one of their number to be chairperson and, failing such choice, the relevant Issuer may appoint a chairperson who may, but need not, be the Holder of a Note. The chairperson of an adjourned meeting need not be the same person as the chairperson of the original meeting. 5 At any such meeting two or more persons present in person holding Notes of the relevant Series and/or voting certificates and/or being proxies or representatives and being or representing in the aggregate a clear majority in principal amount of the Notes of the relevant Series for the time being outstanding shall form a quorum for the action of business and no business (other than the choosing of a chairperson) shall be transacted at any meeting unless the requisite quorum be present at the commencement of business. The quorum at any such meeting for passing an Extraordinary Resolution shall (subject as provided below) be two or more persons present in person holding Notes of the relevant Series or voting certificates or being proxies and holding or representing in the aggregate a clear majority in principal amount of the Notes of the relevant Series for the time being outstanding; PROVIDED THAT at any meeting the business of which includes any of the following matters (each of which shall only be capable of being effected after having been approved by Extraordinary Resolution) namely: (i) varies the date of maturity or any date of redemption of any of the Notes of the relevant Series or any date for payment of any principal or interest in respect thereof; or (ii) reduces or cancels the principal amount of the Notes of the relevant Series, varies any provision regarding the calculation of the amount or the rate of interest payable thereon or varies the rate of discount, rate of amortisation or any other rate of return applicable thereto or reduces the amount of principal or interest payable on any date; or 137 (iii) modifies the provisions contained in this Schedule concerning the quorum required at any meeting of Holders of Notes in respect of the Notes of the relevant Series or any adjournment thereof or concerning the majority required to pass an Extraordinary Resolution; or (iv) varies the currency in which any payment (or other obligation) in respect of the Notes of the relevant Series is to be made; or (v) amends this proviso in any manner, the quorum shall be two or more persons present holding Notes or voting certificates or being proxies and holding or representing in the aggregate not less than 66 per cent. of the principal amount of the Notes of the relevant Series for the time being outstanding. 6 If within half an hour from the time appointed for any such meeting a quorum is not present the meeting shall, if convened upon the requisition of Holders of Notes, be dissolved. In any other case it shall be adjourned for such period, not being less than fourteen days nor more than 42 days, and to such time and place or electronic platform (as the case may be) as may be appointed by the chairperson. Save as otherwise provided in the proviso to this paragraph, at such adjourned meeting two or more persons present in person holding Notes of the relevant Series and/or voting certificates and/or being proxies or representatives (whatever the principal amount of the Notes so held or represented) shall form a quorum and shall have the power to pass any resolution and to decide upon all matters which could properly have been dealt with at the meeting from which the adjournment took place had a quorum been present at such meeting provided that at any adjourned meeting the business of which includes any of the matters specified in the proviso to paragraph 5 above, the quorum shall be two or more persons present holding Notes or voting certificates or being proxies or representatives and holding or representing in the aggregate no less than 33 per cent. of the principal amount of the Notes of the relevant Series for the time being outstanding. 7 The chairperson may with the consent of (and shall if directed by) any meeting adjourn the same from time to time and from place to place (including, for this purpose, an electronic platform) but no business shall be transacted at any adjourned meeting except business which might lawfully have been transacted at the meeting from which the adjournment took place. 8 At least fourteen days’ notice of any meeting adjourned through want of a quorum shall be given in the same manner as for an original meeting and such notice shall state the quorum required at such adjourned meeting. Subject as aforesaid, it shall not be necessary to give any notice of an adjourned meeting. 9 At a meeting which is held only as a physical meeting, every question submitted to such meeting shall be decided in the first instance by a show of hands and in case of equality of votes the chairperson shall both on a show of hands and on a poll have a casting vote in addition to the vote or votes (if any) to which he may be entitled as a Holder of a Note or as a Holder of a voting certificate and/or as a proxy or representative. 10 At any meeting, unless a poll is (before or on the declaration of the result of the show of hands) demanded by the chairperson or the relevant Issuer or the relevant Guarantor(s) or by one or more persons holding one or more Notes of the relevant Series or voting certificates and/or being proxies or representatives and holding or representing in the aggregate not less than one-fiftieth part of the principal amount outstanding of the Notes of the relevant Series for the time being outstanding, a declaration by the chairperson that a resolution has been carried or carried by a particular majority or lost or not carried by any particular majority shall be conclusive


138 evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. 11 If at any meeting a poll is so demanded, it shall be taken in such manner and (subject as hereinafter provided) either at once or after such an adjournment as the chairperson directs and the result of such poll shall be deemed to be the resolution of the meeting at which the poll was demanded as at the date of the taking of the poll. The demand for a poll shall not prevent the continuance of the meeting for the transaction of any business other than the question on which the poll has been demanded. 12 Any poll demanded at any meeting on the election of a chairperson or on any question of adjournment shall be taken at the meeting without adjournment. 13 At a virtual meeting, a resolution put to the vote of the meeting shall be decided on a poll in accordance with paragraph 28, and any such poll will be deemed to have been validly demanded at the time fixed for holding the meeting to which it relates. 14 The Trustee, the relevant Issuer and the relevant Guarantor(s) (through their respective representatives) and their respective financial and legal advisers shall be entitled to attend, participate and/or and speak at any meeting of the Holders of Notes. Save as aforesaid, no person shall be entitled to attend, participate and/or vote at any meeting of the Holders of Notes or to join with others in requesting the convening of such a meeting unless he is the Holder of a voting certificate or is a proxy or representative. Neither the relevant Issuer nor the relevant Guarantor(s) nor any of their group companies shall be entitled to vote in respect of Notes held by or on its behalf but this shall not prevent any proxy or representative named in the block voting instructions from being a director, officer or representative of, or otherwise connected with, the relevant Issuer, the relevant Guarantor(s) or any of their group companies. 15 Subject as provided in paragraph 14 above, at any such meeting (a) on a show of hands every person who is present in person or who produces his appointment as a representative or a Note or a Certificate of which he is the registered holder or a voting certificate or who is a proxy, shall have one vote and (b) on a poll every person who is so present shall have one vote in respect of each integral currency unit of the Specified Currency (a “Unit”) of Notes of the relevant Series so produced or represented by the voting certificate so produced or in respect of which he is a proxy. Without prejudice to the obligations of the proxies named in any block voting instruction or form of proxy, any person entitled to more than one vote need not use all his votes or cast all the votes to which he is entitled in the same way. 16 A proxy named in any block voting instruction need not be a Holder of any Note. 17 Each block voting instruction and each form of proxy, together (if so required by the Trustee) with proof satisfactory to the Trustee of its due execution on behalf of the relevant Paying Agent, shall be deposited at the registered office of the relevant Issuer (or at such other place or electronic platform as the Trustee shall designate or approve) not less than 24 hours before the time appointed for holding the meeting or adjourned meeting or for the taking of the poll at which the proxy named in the block voting instruction or form of proxy proposes to vote and in default the block voting instruction or form of proxy shall not be treated as valid unless the chairperson of the meeting decides otherwise before such meeting or adjourned meeting or poll proceeds to business. A notarially certified copy of each such block voting instruction and form of proxy and satisfactory proof as aforesaid (if applicable) shall be deposited with the Trustee before the commencement of the meeting, adjourned meeting or poll but the Trustee 139 shall not thereby be obliged to investigate or be concerned with the validity of, or the authority of the proxy named in, any such block voting instruction or form of proxy. 18 A proxy or representative may be appointed in respect of Registered Notes in the following circumstances: (i) Proxy: A holder of Registered Notes may, by an instrument in writing in the English language (a “form of proxy”) signed by the holder or, in the case of a corporation, executed under its common seal or signed on its behalf by an attorney or a duly authorised officer of the corporation and delivered to the specified office of the Registrar or the Principal Paying Agent not less than 48 hours before the time fixed for the relevant meeting, appoint one or more persons (each a “proxy”) to act on his or its behalf in connection with any meeting of the Noteholders and any adjourned such meeting. A proxy need not be a Holder of any Note. (ii) Representative: Any holder of Registered Notes which is a corporation may, by delivering to the Registrar or the Principal Paying Agent not later than 48 hours before the time fixed for any meeting a resolution of its directors or other governing body, authorise any person to act as its representative (a “representative”) in connection with any meeting of the Noteholders and any adjourned such meeting. (iii) Other Proxies: If the holder of a Registered Note is an Alternative Clearing System or a nominee of an Alternative Clearing System and the rules or procedures of such Alternative Clearing System so require, such nominee or Alternative Clearing System may appoint proxies in accordance with, and in the form used, by such Alternative Clearing System as part of its usual procedures from time to time in relation to meetings of Noteholders. Any proxy so appointed may, by an instrument in writing in the English language in the form available from the specified office of the Registrar or the Principal Paying Agent, or in such other form as may have been approved by the Trustee at least seven days before the date fixed for a meeting, signed by the proxy or, in the case of a corporation, executed under its common seal or signed on its behalf by an attorney or a duly authorised officer of the corporation and delivered to the Registrar or the Principal Paying Agent not later than 48 hours before the time fixed for any meeting, appoint any person or the Principal Paying Agent or any employee(s) of it nominated by it (the “sub- proxy”) to act on his or its behalf in connection with any meeting or proposed meeting of Noteholders. All references to “proxy” or “proxies” in this Schedule other than in this sub-paragraph 18(iii) shall be read so as to include references to “sub-proxy” or “sub- proxies”. (iv) Record Date: For so long as the Notes are eligible for settlement through an Alternative Clearing System’s book-entry settlement system and the rules or procedures of such Alternative Clearing System so require, the Issuer may fix a record date for the purpose of any meeting, provided such record date is no more than 10 days prior to the date fixed for such meeting which shall be specified in the notice convening the meeting. (v) Any proxy or sub-proxy appointed pursuant to sub-paragraph 18(i) or 18(iii) above or representative appointed pursuant to sub-paragraph 18(ii) above shall, so long as such appointment remains in full force, be deemed, for all purposes in connection with the relevant meeting or adjourned meeting of the Noteholders, to be the holder of the Notes to which such appointment relates and the holder of the Notes shall be deemed for such purposes not to be the holder or owner, respectively. 140 19 Any vote given in accordance with the terms of a block voting instruction or form of proxy shall be valid notwithstanding the previous revocation or amendment of the block voting instruction or form of proxy or of any of the Noteholders’ instructions pursuant to which it was executed; provided that no intimation in writing of such revocation or amendment shall have been received from the Principal Paying Agent by the relevant Issuer at its registered office or by the chairperson of the meeting in each case not less than 24 hours before the commencement of the meeting or adjourned meeting at which the block voting instruction or form of proxy is intended to be used. 20 A meeting of the Holders of Notes shall, in respect of the Notes of the relevant Series and subject to the provisions contained in the Conditions, in addition to the powers hereinbefore given, but without prejudice to any powers conferred on other persons by these presents, have the following powers exercisable by Extraordinary Resolution namely: (a) to sanction any proposal by the relevant Issuer or the relevant Guarantor(s) for any modification, abrogation, variation or compromise of, or arrangement in respect of, the rights of the Holders of Notes and/or the Couponholders in respect of the Notes of the relevant Series, against the relevant Issuer and/or Guarantor(s) whether such rights shall arise under these presents, the Notes or Coupons (if any) of that Series or otherwise; (b) power to sanction any scheme or proposal for the exchange or sale of the Notes of any Series, for the conversion of the Notes of any Series, into or the cancellation of the Notes of any Series, in consideration of, shares, stock, bonds, notes, debentures, debenture stocks and/or other obligations and/or securities of the relevant Issuer or any other company formed or to be formed, or for or into or in consideration of cash, or partly for or into or in consideration of such shares, stock, bonds, notes, debentures, debenture stock and/or other obligations and/or securities as aforesaid and partly for or into or in consideration of cash; (c) to assent to any modification or alteration of the provisions contained in the Notes or the Coupons of the relevant Series, the Conditions thereof or these presents which shall be proposed by the relevant Issuer, the relevant Guarantor(s) or the Trustee; (d) to waive or authorise any breach or proposed breach by the relevant Issuer or the relevant Guarantor(s) of its or their obligations under the Conditions applicable to the Notes of the relevant Series or these presents or determine that any act or omission which might otherwise constitute an Event of Default under the Conditions applicable to the Notes of the relevant Series shall not be treated as such; (e) to authorise the Trustee to concur in and execute and do all such documents, acts and things as may be necessary to carry out and give effect to any Extraordinary Resolution; (f) to give any authority, direction or sanction which under these presents or the Conditions applicable to the Notes of the relevant Series is required to be given by Extraordinary Resolution; (g) to appoint any persons (whether Holders of Notes or not) as a committee or committees to represent the interests of the Holders of Notes in respect of the Notes of the relevant Series and to confer upon such committee or committees any powers or discretions which such Holders of Notes could themselves exercise by Extraordinary Resolution; (h) to approve a person proposed to be appointed a new Trustee under these presents and to remove any Trustee or Trustees for the time thereof; and 141 (i) to discharge or exonerate the Trustee from any liability in respect of any act or omission for which the Trustee may have become responsible under these presents or under the Notes of the relevant Series. 21 An Extraordinary Resolution passed at a meeting of the Holders of Notes in respect of the Notes of the relevant Series duly convened and held in accordance with these presents shall be binding upon all the Holders of Notes of the relevant Series, whether present or not present at such meeting, and upon all the Couponholders in respect of Notes of the relevant Series and each of the Holders of Notes and Couponholders shall, in respect of the Notes of that Series, be bound to give effect thereto accordingly. The passing of any such resolution shall be conclusive evidence that the circumstances of such resolution justify the passing thereof. 22 The expression “Extraordinary Resolution” when used in these presents means a resolution passed at a meeting of the Holders of Notes in respect of the Notes of the relevant Series duly convened and held in accordance with the provisions contained herein by a majority consisting of not less than three-fourths of the votes cast thereon or an instrument or instruments in writing signed by the Holder or Holders of not less than 75 per cent. of the Notes of the relevant Series for the time being outstanding. 23 If and whenever an Issuer shall have issued and have outstanding any Notes which do not form one single Series then the foregoing provisions of this Schedule shall have effect subject to the following modifications: (i) a resolution which in the opinion of the Trustee affects one Series only of the Notes shall be deemed to have been duly passed if passed at a separate meeting of the Holders of the Notes of the relevant Series; (ii) a resolution which in the opinion of the Trustee affects more than one Series of the Notes but does not give rise to a conflict of interest between the Holders of Notes of any of the Series affected shall be deemed to have been duly passed if passed at a single meeting of the Holders of the Notes of all Series so affected; (iii) a resolution which in the opinion of the Trustee affects more than one Series of Notes and gives or may give rise to a conflict of interest between the Holders of the Notes of one Series or group of Series so affected and the Holders of the Notes of another Series or group of Series so affected shall be deemed to have been duly passed only if in lieu of being passed at a single meeting of the Holders of the Notes of all such Series it shall be duly passed at separate meetings of the Holders of the Notes of each Series so affected; and (iv) to all such meetings as aforesaid all preceding provisions of this Schedule shall, mutatis mutandis, apply as if references therein to Notes and Noteholders or Holders of Notes of the relevant Series were references to the Notes of the Series or group of Series in question and to the Holders of such Notes respectively. 24 Minutes of all resolutions and proceedings at every such meeting as aforesaid shall be made and duly entered in books to be from time to time provided for that purpose by the relevant Issuer or the Trustee and any such minutes as aforesaid, if purporting to be signed by the chairperson of the meeting at which such resolutions were passed or proceedings transacted or by the chairperson of the next succeeding meeting of the Holders of Notes in respect of the Notes of the relevant Series, shall be conclusive evidence of the matters therein contained and until the contrary is proved every such meeting in respect of the proceedings of which minutes have been made and signed as aforesaid shall be deemed to have been duly held and


142 convened and all resolutions passed or proceedings transacted thereat to have been duly passed and transacted. Subject to all other provisions contained in these presents, the Trustee may by agreement with UFN, UCC and PLC, without the consent of the Noteholders or the Couponholders, prescribe or approve such further and/or alternative regulations regarding the holding of meetings of Noteholders and attendance and voting thereat as the Trustee may in its discretion determine or as proposed by the relevant Issuer or the relevant Guarantor(s). 25 So long as the Notes of the relevant Series are represented by any Notes in global form, the Holder of the relevant Notes in global form shall for the purposes of this Schedule be deemed to be two persons and, at any such meeting, as having one vote in respect of each Unit for which such Notes in global form may be exchanged. 26 The relevant Issuer, the relevant Guarantor(s) (in each case, with the Trustee’s prior approval) or the Trustee in its sole discretion may decide to hold a virtual meeting or a hybrid meeting and, in such case, shall provide details of the means for Holders of the relevant Notes or their proxies or representatives to attend and participate in the meeting, including the electronic platform to be used. 27 The relevant Issuer, or the relevant Guarantor(s) or the chairperson (in each case, with the Trustee’s prior approval) or the Trustee in its sole discretion may make any arrangement and impose any requirement or restriction as is necessary to ensure the identification of those entitled to take part in the virtual meeting or a hybrid meeting and the suitability of the electronic platform. All documentation that is required to be passed between persons at or for the purposes of the virtual meeting or the hybrid meeting (in whatever capacity) shall be communicated by email (or such other medium of electronic communication as the Trustee may approve). 28 All resolutions put to a virtual meeting or a hybrid meeting shall be voted on by a poll in accordance with paragraphs 9-13 above (inclusive) and such poll votes may be cast by such means as the relevant Issuer, or the relevant Guarantor(s) (in each case, with the Trustee’s prior approval) or the Trustee in its sole discretion considers appropriate for the purposes of the virtual meeting. 29 Persons seeking to attend, participate in, speak at or join a virtual meeting or a hybrid meeting via the electronic platform shall be responsible for ensuring that they have access to the facilities (including, without limitation, IT systems, equipment and connectivity) which are necessary to enable them to do so. 30 In determining whether persons are attending, participating in or joining a virtual meeting or a hybrid meeting via the electronic platform, it is immaterial whether any two or more members attending it are in the same physical location as each other or how they are able to communicate with each other. 31 Two or more persons who are not in the same physical location as each other attend a virtual meeting or a hybrid meeting if their circumstances are such that if they have (or were to have) rights to speak or vote at that meeting, they are (or would be) able to exercise them. 32 The chairperson of the meeting reserves the right to take such steps as the chairperson shall determine in its absolute discretion to avoid or minimise disruption at the meeting, which steps may include (without limitation), in the case of a virtual meeting or a hybrid meeting, muting the 143 electronic connection to the meeting of the person causing such disruption for such period of time as the chairperson may determine.5 33 The relevant Issuer, or the relevant Guarantor(s) (in each case, with the Trustee’s prior approval) or the Trustee in its sole discretion may make whatever arrangements they consider appropriate to enable those attending a virtual meeting or a hybrid meeting to exercise their rights to speak or vote at it. 34 A person is able to exercise the right to speak at a virtual meeting or a hybrid meeting when that person is in a position to communicate to all those attending the meeting, during the meeting, as contemplated by the relevant provisions of this Schedule. 35 A person is able to exercise the right to vote at a virtual meeting or a hybrid meeting when: (i) that person is able to vote, during the meeting, on resolutions put to the vote at the meeting; and (ii) that person’s vote can be taken into account in determining whether or not such resolutions are passed at the same time as the votes of all the other persons attending the meeting who are entitled to vote at such meeting. 5 In circumstances where there is a persistent speaker or questioner who is disruptive, the chairperson may, having given due consideration to the points or questions raised, as a last resort, put that attendee’s line on mute so that the business of the meeting may proceed whilst allowing them to continue to be part of the meeting and to vote at the relevant stage in the meeting.