BASE PROSPECTUS

Aldermore

ALDERMORE GROUP PLC

(incorporated under the laws of England and Wales with registered number 06764335)

£2,000,000,000

Euro Medium Term Note Programme for the issue of Senior Notes and Tier 2 Capital Notes

Under the £2,000,000,000 Euro Medium Term Note Programme described in this Base Prospectus (the “Programme”), Aldermore Group PLC (the “Issuer”), subject to compliance with all relevant laws, regulations and directives, may from time to time issue medium term notes (the “Notes”) denominated in any currency agreed between it and the relevant Dealer (as defined below). The aggregate principal amount of Notes issued by the Issuer outstanding under the Programme will not at any time exceed £2,000,000,000 (or its equivalent in other currencies) (the “Programme Limit”).

This Base Prospectus comprises a base prospectus for the purpose of Article 8 of Regulation (EU) 2017/1129 as it forms part of UK domestic law (the “UK Prospectus Regulation”). Applications have been made for the Notes (other than Exempt Notes) to be admitted during the period of 12 months from the date of approval of this Base Prospectus to listing on the Official List of the FCA (the “Official List”) and to trading on the main market of the London Stock Exchange plc (the “London Stock Exchange”). The main market of the London Stock Exchange (the “Market”) is a UK regulated market for the purposes of Article 2(1)(13A) of Regulation (EU) No 600/2014 as it forms part of UK domestic law (“UK MiFIR”). References in this Base Prospectus to Notes being “listed” (and all related references) shall, unless the context otherwise requires, mean that such Notes have been admitted to the Official List and admitted to trading on the Market.

The Senior Notes (as defined herein) and the Coupons relating thereto, if any, will constitute direct, unconditional, unsecured and unsubordinated obligations of the Issuer and constitute ordinary non-preferential debt of the Issuer for the purposes of the Insolvency Act 1986, as the same may be amended, supplemented and/or replaced from time to time (the “Insolvency Act”). The Tier 2 Capital Notes (as defined herein) and the Coupons relating thereto, if any, will constitute direct, unsecured and subordinated obligations of the Issuer and constitute tertiary non-preferential debt of the Issuer for the purposes of the Insolvency Act.

This Base Prospectus has been approved by the United Kingdom Financial Conduct Authority (the “FCA”), as competent authority under the UK Prospectus Regulation. The FCA only approves this Base Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the UK Prospectus Regulation; such approval should not be considered as (a) an endorsement of the Issuer; or (b) an endorsement of the quality of the Notes that are the subject of this Base Prospectus. Investors should make their own assessment as to the suitability of investing in the Notes.

This Base Prospectus is valid for 12 months from its date in relation to Notes which are to be admitted to trading on the Market. The obligation to supplement this Base Prospectus in the event of a significant new factor, material mistake or material inaccuracy does not apply when this Base Prospectus is no longer valid.

The requirement to publish a prospectus under the Financial Services and Markets Act 2000, as amended (“FSMA”) only applies to Notes which are to be admitted to trading on a UK regulated market as defined in UK MiFIR and/or offered to the public in the UK other than in circumstances where an exemption is available under section 86 of the FSMA. References in this Base Prospectus to “Exempt Notes” are to Notes for which no prospectus is required to be published under the UK Prospectus Regulation and the FSMA. Information contained in this Base Prospectus regarding Exempt Notes shall not be deemed to form part of this Base Prospectus and the FCA has neither approved nor reviewed information contained in this Base Prospectus in connection with Exempt Notes.

The Programme provides that Notes (which shall, unless they are also listed on the Market, be Exempt Notes) may be listed and/or admitted to trading, as the case may be, on such other or further stock exchange(s) or markets as may be agreed between the Issuer and the relevant Dealer(s). The Issuer may also issue unlisted Exempt Notes and/or Exempt Notes not admitted to trading on any market. The applicable Final Terms or (in the case of Exempt Notes) the applicable Pricing Supplement (each as defined below) will state whether or not the relevant Notes will be listed and/or admitted to trading and, if so, the relevant stock exchange and/or market.

The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) or with any securities regulatory authority of any state or other jurisdiction of the United States, and the Notes may include Bearer Notes that are subject to U.S. tax law requirements. Subject to certain exceptions, the Notes may not be offered, sold, or, in the case of Bearer

Notes, delivered within the United States (the "U.S.") or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act). Registered Notes are subject to certain restrictions on transfer, see "Subscription and Sale".

As at the date of this Base Prospectus, Moody's Investors Service Limited ("Moody's") has assigned the Issuer an issuer rating of 'Baa2' and the Programme a rating of 'Baa2' in respect of Senior Notes and 'Baa3' in respect of Tier 2 Capital Notes. Moody's is established in the UK and registered under Regulation (EU) No. 1060/2009 as it forms part of UK domestic law (the "UK CRA Regulation"). As such, Moody's is included in the list of credit rating agencies published by the FCA on its website in accordance with the UK CRA Regulation.

Tranches of Notes to be issued under the Programme may be rated or unrated. Where a Tranche of Notes is to be rated, such rating will be disclosed in the applicable Final Terms or (in the case of Exempt Notes) applicable Pricing Supplement, and will not necessarily be the same as the rating assigned by Moody's to the Issuer or the Programme. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction, revision or withdrawal at any time by the assigning rating agency.

Investing in Notes issued under the Programme involves certain risks. The principal risk factors that may affect the ability of the Issuer to fulfil its obligations under the Notes are discussed under "Risk Factors" herein.

Arranger
BofA Securities
Dealers

BNP PARIBAS
HSBC
NatWest

BofA Securities
Jefferies
Santander Corporate & Investment Banking

The date of this Base Prospectus is 12 March 2025

IMPORTANT NOTICES

This Base Prospectus comprises a base prospectus in respect of all Notes (other than Exempt Notes) for the purpose of Article 8 of the UK Prospectus Regulation for the purpose of giving information with regard to the Issuer and the Issuer and its subsidiaries taken as a whole, respectively, and the Notes to be issued by the Issuer during the period of 12 months from the date of this Base Prospectus, which, according to the particular nature of the Issuer and the Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Issuer and of the rights attaching to the Notes.

Information contained in this Base Prospectus regarding Exempt Notes shall not be deemed to form part of the base prospectus for the purposes of Article 8 of the UK Prospectus Regulation and the FCA acting under Part VI of the FSMA has not approved, verified or reviewed information contained in this Base Prospectus in connection with the offering and sale of Exempt Notes.

Responsibility for this Base Prospectus

The Issuer accepts responsibility for the information contained in this Base Prospectus and any Final Terms or Pricing Supplement in relation to Notes issued under the Programme. To the best of the knowledge of the Issuer, the information contained in this Base Prospectus (or the relevant Final Terms or Pricing Supplement, as the case may be) is in accordance with the facts and this Base Prospectus (or the Final Terms or Pricing Supplement, as the case may be) makes no omission likely to affect the import of such information.

None of the Arranger, the Dealers or the Trustee (each as defined below) nor any of their respective affiliates shall be responsible for any act or omission of the Issuer or any other person (other than the Arranger or the relevant Dealer or the Trustee or the relevant affiliate) in connection with the Programme and the issue and offering of Notes thereunder.

Final Terms/Pricing Supplement/Drawdown Prospectus

Each Tranche (as defined herein) of Notes will be issued on the terms set out herein under “Terms and Conditions of the Notes” (the “Conditions”) as completed, in the case of Notes other than Exempt Notes, by a document specific to such Tranche called the final terms (the “Final Terms”) which will be delivered to the FCA and the London Stock Exchange or, in the case of Exempt Notes, by a document specific to such Tranche called a pricing supplement (the “Pricing Supplement”) or in a separate prospectus specific to such Tranche (the “Drawdown Prospectus”) as described under “Final Terms and Drawdown Prospectuses” below. In the case of Exempt Notes, references below in this Base Prospectus to “Final Terms” shall be deemed to be references to “Pricing Supplement” so far as the context admits.

The Notes

Notes may only be issued under the Programme which have a denomination of at least €100,000 (or its equivalent in any other currency).

Each Tranche of Notes in registered form (“Registered Notes”) will be represented by either (a) individual note certificates in registered form (“Individual Certificates”); or (b) one or more global note certificates (“Global Certificates”).

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 (the “Common Depositary”) (or its nominee) for Euroclear Bank SA/NV (“Euroclear”) and/or Clearstream Banking S.A. (“Clearstream, Luxembourg”) and the relevant Global Certificate will be deposited on or about the issue date with the Common Depositary; or (b) in the case of a Global Certificate to be held under the NSS, registered in the name of a common safekeeper (the “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.

Each Tranche of Notes in bearer form (“Bearer Notes”) will initially be in the form of either a temporary global note in bearer form (the “Temporary Global Note”), without interest coupons, or a permanent

global note in bearer form (the “Permanent Global Note”), without interest coupons, in each case as specified in the relevant Final Terms. Each Temporary Global Note or, as the case may be, Permanent Global Note (each a “Global Note”) which is not intended to be issued in new global note (“NGN”) form, as specified in the relevant Final Terms, will be deposited on or around the issue date of the relevant Tranche of Notes with a depositary or a Common Depositary for Euroclear and/or Clearstream, Luxembourg and each Global Note which is intended to be issued in NGN form, as specified in the relevant Final Terms, will be deposited on or around the issue date of the relevant Tranche of Notes with a Common Safekeeper for Euroclear and/or Clearstream, Luxembourg.

Other relevant information

This Base Prospectus must be read and construed together with any amendments or supplements hereto and with the Information Incorporated by Reference (as defined herein - see the section entitled “Information Incorporated by Reference”) and, in relation to any Tranche of Notes (other than Exempt Notes), must be read and construed together with the relevant Final Terms. In the case of a Tranche of Notes which is the subject of a Drawdown Prospectus, each reference in this Base Prospectus to information being specified or identified in the relevant Final Terms shall be read and construed as a reference to such information being specified or identified in the relevant Drawdown Prospectus unless the context requires otherwise.

The Issuer has confirmed to the Dealers that this Base Prospectus contains all information in respect of the Issuer and the Group (as defined herein) that is material in the context of the issue and offering of Notes (including all information that is necessary to enable investors to make an informed assessment of (a) its assets and liabilities, financial position, profits and losses and prospects; (b) the rights attaching to the Notes; and (c) the reasons for the issuance of Notes and the impact of such issuance on the Issuer, as required by the UK Prospectus Regulation). The Issuer has also confirmed that such information is true and accurate in all material respects and not misleading and does not omit to state any other fact required (in the context of the Programme or the issue, offering and sale of the Notes) to be stated therein or the omission of which would make any information contained herein misleading in any material respect and it has made all reasonable enquiries to ascertain such facts and to verify the accuracy of all such information.

To the fullest extent permitted by law, none of the Arranger, the Dealers, Citicorp Trustee Company Limited in its capacity as trustee (the “Trustee”), Citibank, N.A., London Branch in its capacity as principal paying agent (the “Principal Paying Agent”), the calculation agent (as specified from time to time in the Final Terms, the “Calculation Agent”) and transfer agent (the “Transfer Agent”) and Citibank, N.A., London Branch in its capacity as registrar (the “Registrar”) and together with the Principal Paying Agent, the Calculation Agent and the Transfer Agent, the “Agents”) or any of their respective affiliates accept any responsibility for the contents, accuracy or completeness of this Base Prospectus or for any other statement, made or purported to be made by the Arranger, any Dealer, the Trustee or the Agents or on their behalf in connection with the Issuer, the Group or the issue and offering of the Notes. To the fullest extent permitted by law, the Arranger, each Dealer, the Trustee and the Agents and each of their respective affiliates each accordingly disclaim all and any liability whether arising in tort or contract or otherwise which they might otherwise have in respect of this Base Prospectus or any such statement.

Unless otherwise indicated, references in this Base Prospectus to a “Holder” or “Noteholder” are to the holder of a Bearer Note or the person in whose name a Registered Note is registered, as the case may be.

Unauthorised Information

None of the Arranger, the Dealers, the Trustee, the Agents nor any of their respective affiliates have authorised the whole or any part of this Base Prospectus and to the fullest extent permitted by applicable law none of them makes any representation or warranty or accepts any responsibility as to the accuracy or completeness of the information contained in this Base Prospectus or any responsibility for any acts or omissions of the Issuer or any other person (other than the Arranger, the relevant Dealer, the Trustee or the relevant Agent itself) in connection with issue and offering of any Notes.

No person has been authorised to give any information or to make any representation not contained in or not consistent with this Base Prospectus or such other information as is in the public domain and, if given or made, any information or representation not so contained must not be relied upon as having been

authorised by the Issuer, the Arranger, any Dealer, the Trustee or the Agents or any of their respective affiliates.

Neither the delivery of this Base Prospectus nor any Final Terms nor the offering, sale or delivery of any Note shall, in any circumstances, create any implication that the information contained in this Base Prospectus is true subsequent to the date hereof or the date upon which this Base Prospectus has been most recently amended or supplemented or that there has been no adverse change, or any event reasonably likely to involve any adverse change, in the prospects or financial or trading position of the Issuer or the Group since the date thereof or, if later, the date upon which this Base Prospectus has been most recently amended or supplemented or that any other information supplied in connection with the Programme is correct at any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. The Arranger, the Dealers, the Trustee and the Agents do not undertake to review the financial condition or affairs of the Issuer or the Group during the life of the Programme nor to advise any investor or potential investor in the Notes of any information coming to the attention of any of the Arranger, the Dealers, the Trustee or the Agents. Investors should review, inter alia, the most recent published financial statements of the Issuer when evaluating the Notes.

Restrictions on distribution

Neither this Base Prospectus nor any Final Terms constitute an offer to sell or the solicitation of an offer to buy the Notes in any jurisdiction or to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The distribution of this Base Prospectus and any Final Terms and the offering, sale and delivery of the Notes in certain jurisdictions may be restricted by law. If a jurisdiction requires that the offering of Notes be made by a licensed broker or dealer and if any Dealer involved in such offering or any affiliate of any such Dealer is a licensed broker or dealer in that jurisdiction and so agrees, the offering shall be deemed to be made by such Dealer or such affiliate on behalf of the Issuer in that jurisdiction. Persons into whose possession this Base Prospectus or any Final Terms comes are required by the Issuer and the Dealers to inform themselves about and to observe any such restrictions. For a description of certain restrictions on offers, sales and deliveries of Notes and on the distribution of this Base Prospectus or any Final Terms and other offering material relating to the Notes, see "Subscription and Sale".

The Notes have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States, and the Notes in bearer form are subject to U.S. tax law requirements. The Notes may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable securities laws of any state or other jurisdiction of the United States.

NEITHER THE PROGRAMME NOR THE NOTES HAVE BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION IN THE UNITED STATES OR ANY OTHER U.S. REGULATORY AUTHORITY, NOR HAS ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF ANY OFFERING OF NOTES OR THE ACCURACY OR ADEQUACY OF THIS BASE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.

PROHIBITION OF SALES TO EEA RETAIL INVESTORS – If the Final Terms in respect of any Notes include a legend entitled “Prohibition of Sales to EEA Retail Investors”, the Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”). For these purposes, a “retail investor” means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended (“MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.

Consequently, no key information document required by Regulation (EU) No 1286/2014, as amended (the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

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PROHIBITION OF SALES TO UK RETAIL INVESTORS – If the Final Terms in respect of any Notes include a legend entitled “Prohibition of Sales to UK Retail Investors”, the Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the UK. For these purposes, a “retail investor” means a person who is one (or more) of: (i) a retail client as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK domestic law; or (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of UK MiFIR.

Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of UK domestic law (as amended, the “UK PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

MiFID II PRODUCT GOVERNANCE/TARGET MARKET – If applicable, the Final Terms in respect of any Notes will include a legend entitled “MiFID II Product Governance/Professional Investors and ECPs Only Target Market” which will outline the target market assessment in respect of the Notes and which channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending the Notes (a “distributor”) should take into consideration the target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the target market assessment) and determining appropriate distribution channels.

A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product Governance Rules under EU Delegated Directive 2017/593 (the “MiFID Product Governance Rules”), any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the MiFID Product Governance Rules.

UK MiFIR PRODUCT GOVERNANCE/TARGET MARKET – If applicable, the Final Terms in respect of any Notes will include a legend entitled “UK MiFIR Product Governance/Professional Investors and ECPs Only Target Market” which will outline the target market assessment in respect of the Notes and which channels for distribution of the Notes are appropriate. Any distributor should take into consideration the target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Rules”) is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the target market assessment) and determining appropriate distribution channels.

A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR Product Governance Rules, any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the UK MiFIR Product Governance Rules.

Singapore SFA Product Classification: In connection with Section 309B of the Securities and Futures Act 2001 of Singapore, as modified or amended from time to time (the “SFA”) and the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (the “CMP Regulations 2018”), unless otherwise specified before an offer of Notes, the Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that the Notes are 'prescribed capital markets products' (as defined in the CMP Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

Benchmark Regulation

Amounts payable under certain Notes may be calculated by reference to the Euro Interbank Offered Rate (“EURIBOR”), the Sterling Overnight Index Average (“SONIA”) or the Secured Overnight Financing Rate (“SOFR”), which are provided by the European Money Markets Institute (as administrator of EURIBOR), the Bank of England (as administrator of SONIA) and the Federal Reserve Bank of New York (as administrator of SOFR) respectively.

As at the date of this Base Prospectus, the European Money Markets Institute (as administrator of EURIBOR) does appear, and the Bank of England (as administrator of SONIA) and the Federal Reserve Bank of New York (as administrator of SOFR) do not appear, on the register of administrators and benchmarks established and maintained by the FCA pursuant to Article 36 of the Regulation (EU) 2016/1011 as it forms part of UK domestic law (the "UK BMR").

As far as the Issuer is aware, the Bank of England and the Federal Reserve Bank of New York as administrator of SONIA and SOFR, respectively, are not required to be registered by virtue of Article 2 of the UK BMR.

Investors to make own investigations

Neither this Base Prospectus nor any Final Terms nor any of the Information Incorporated by Reference constitutes an offer or an invitation to subscribe for or purchase any Notes and are not intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation by any of the Issuer, the Arranger, any of the Dealers, the Trustee or the Agents or any of their respective affiliates that any recipient of this Base Prospectus or any Final Terms should subscribe for or purchase any Notes. Each recipient of this Base Prospectus or any Final Terms shall be taken to have made its own investigation and appraisal of the condition (financial or otherwise) of the Issuer and the Group and of the rights attaching to the Notes.

The Notes are complex financial instruments and such instruments may be purchased by investors as a way to reduce risk or enhance yield with an understood, measured, appropriate addition of risk to their overall portfolios. Each potential investor in the Notes must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should:

(a) have sufficient knowledge, expertise (either alone or with the help of a financial adviser) and experience to make a meaningful evaluation of the relevant Notes, the merits and risk of investing in the relevant Notes and the information contained or incorporated by reference in this Base Prospectus or any applicable supplement;

(b) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the relevant Notes and the impact such investment will have on its overall investment portfolio;

(c) have sufficient financial resources and liquidity to bear all of the risks of an investment in the relevant Notes or where the currency for principal or interest payments is different from the currency in which such investor's financial activities are principally denominated;

(d) understand thoroughly the terms of the relevant Notes and be familiar with the behaviour of any relevant indices and financial markets;

(e) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks;

(f) understand the legal and regulatory regimes in which the Issuer and the Group operate and the recovery and resolution regime applicable to them; and

(g) understand the accounting, legal, regulatory and tax implications of purchasing, holding and disposing of an interest in the relevant Notes.

The investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by certain authorities. Each potential investor should consult its legal or other advisers to determine whether and to what extent: (i) Notes are legal investments for it; (ii) Notes can be used as collateral for various types of borrowing; and (iii) other restrictions apply to its purchase or pledge of any Notes. Financial institutions should consult their legal advisers or the appropriate regulators to determine the appropriate treatment of Notes under any applicable risk-based capital or similar rules.

Programme Limit

The maximum aggregate principal amount of Notes issued by the Issuer outstanding at any one time under the Programme will not exceed the Programme Limit.

For these purposes, any Notes denominated in a currency other than pounds sterling shall be converted into pounds sterling at the date of the agreement to issue such Notes (calculated in accordance with the provisions of the Dealer Agreement (as defined under “Subscription and Sale”)).

The Programme Limit may be increased from time to time, subject to compliance with the relevant provisions of the Dealer Agreement.

STABILISATION

In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the Stabilisation Manager(s) (or persons acting on behalf of any Stabilisation Manager(s)) in the relevant Final Terms may over-allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However, stabilisation may not necessarily occur. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the relevant Tranche of Notes is made and, if begun, may cease at any time, but it must end no later than the earlier of 30 days after the issue date of the relevant Tranche of Notes and 60 days after the date of the allotment of the relevant Tranche of Notes. Any stabilisation action or over-allotment must be conducted by the Stabilisation Manager(s) (or person(s) acting on behalf of any Stabilisation Manager(s)) in accordance with all applicable laws and rules.

SUPPLEMENTAL BASE PROSPECTUS

If at any time the Issuer shall be required to prepare a supplement to this Base Prospectus pursuant to Article 23 of the UK Prospectus Regulation, the Issuer will prepare and make available an appropriate amendment or supplement to this Base Prospectus or a further base prospectus which, in respect of any subsequent issue of Notes to be listed on the Official List and admitted to trading on the Market, shall constitute a supplemental base prospectus as required by Article 23 of the UK Prospectus Regulation.

GENERAL

Unless otherwise specified or the context requires, references to “sterling”, “GBP” and “£” are to pounds sterling. All references to the “Euro”, “euro” or “€” are to the currency introduced at the start of the third stage of European economic and monetary union, and as defined in Article 2 of Council Regulation (EC) No. 974/98 of 3 May 1998 on the introduction of the euro, as amended. All references to “dollars” or “U.S.$” are to the lawful currency of the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia (the “United States” or “U.S.”). Unless otherwise indicated, all monetary amounts in this Base Prospectus are expressed in pounds sterling which is the functional currency of the Issuer and all of its subsidiaries.

Unless otherwise specified or the context requires, references to the “Group” shall mean the Issuer and each of its subsidiaries.

ROUNDING

Certain numerical data, financial information and market data in this Base Prospectus have been rounded in accordance with commercial rounding. Unless otherwise indicated, all financial information presented in the text and tables in this Base Prospectus is shown in thousands or millions of pounds, commercially rounded to the nearest thousand or million, as applicable. Unless otherwise indicated, percentage changes and ratios in the text and tables of this Base Prospectus are calculated based on the underlying numbers as presented in this Base Prospectus, i.e., after rounding of such underlying numbers, and then rounded to a whole percentage or to one or two digits after the decimal point. In some instances, such rounded figures and percentages may not add up to 100 per cent. or to the totals or subtotals contained in this Base Prospectus. Furthermore, totals and subtotals in tables may differ slightly from unrounded figures contained in this Base Prospectus due to rounding in accordance with commercial rounding. A dash (“—”) signifies that the relevant figure is not available or equal to zero, while a zero (“0”) or nil signifies that the relevant figure has been rounded to zero.

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MARKET AND INDUSTRY DATA

Unless the source is otherwise stated, the market and industry data in this Base Prospectus constitute the Issuer's estimates, using underlying data from independent third parties. Such data includes market research, consultant surveys, publicly available information, reports of governmental agencies and industry publications and surveys.

The Issuer confirms that all third-party data contained in this Base Prospectus has been accurately reproduced and, so far as the Issuer is aware and able to ascertain from information published by that third party, no facts have been omitted that would render the reproduced information inaccurate or misleading.

Where third-party information has been used in this Base Prospectus, the source of such information has been identified. While industry surveys, publications, consultant surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, the accuracy and completeness of such information is not guaranteed. The Issuer has not independently verified any of the data obtained from third-party sources (whether identified in this Base Prospectus by source or used as a basis for the Issuer's beliefs and estimates), or any of the assumptions underlying such data.

ALTERNATIVE PERFORMANCE MEASURES

Certain financial measures disclosed in this Base Prospectus do not have a standardised meaning prescribed by international accounting standards and may not therefore be comparable to similar measures presented by other issuers. These measures are considered 'alternative performance measures' (non-UK IAS financial measures) and are not a substitute for measures prescribed by international accounting standards. Definitions of such financial performance indicators are set out on pages 223 to 225 (inclusive) of the Issuer's annual report and accounts for the financial year ended 30 June 2024, which are incorporated by reference into this Base Prospectus (see "Information Incorporated by Reference").

FORWARD LOOKING STATEMENTS

This Base Prospectus and the Information Incorporated by Reference include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or "likely" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Base Prospectus and include, but are not limited to, statements regarding the intentions of the Issuer and beliefs or current expectations concerning, among other things, the business, results of operations, financial position and/or prospects of the Issuer.

By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Forward-looking statements are not guarantees of future performance and the financial position and results of operations of the Group, and the development of the markets and the industries in which members of the Group operate, may differ materially from those described in, or suggested by, the forward-looking statements contained in this Base Prospectus. In addition, even if the Group's results of operations and financial position, and the development of the markets and the industries in which the Group operates, are consistent with the forward-looking statements contained in this Base Prospectus, those results or developments may not be indicative of results or developments in subsequent periods. A number of risks, uncertainties and other factors could cause results and developments to differ materially from those expressed or implied by the forward-looking statements. See "Risk Factors" below.

Investors are advised to read this Base Prospectus and the Information Incorporated by Reference in their entirety, and, in particular, the section of this Base Prospectus headed "Risk Factors", for a further discussion of the factors that could affect the Group's future performance and the sectors and markets in which it operates. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this Base Prospectus and/or the Information Incorporated by Reference may not occur.

Other than in accordance with its legal or regulatory obligations, the Issuer does not undertake any obligation to update or revise publicly any forward-looking statement, whether as a result of new information, future events or otherwise after the date of publication of this Base Prospectus.

viii

INFORMATION INCORPORATED BY REFERENCE

The following documents which previously have been published or are published simultaneously with the Base Prospectus and have been filed with the FCA shall be incorporated in, and form part of, this Base Prospectus:

the unaudited consolidated half year results of the Issuer for the six months ended 31 December 2024;
the audited consolidated financial statements (including the notes thereto) of the Issuer for the financial year ended 30 June 2024, together with the audit report thereon, as set out on pages 120 to 225 (inclusive) and 123 to 134 (inclusive), respectively, of the Issuer's annual report and accounts for the financial year ended 30 June 2024 (the “2024 Financial Statements”);
the audited consolidated financial statements (including the notes thereto) of the Issuer for the financial year ended 30 June 2023, together with the audit report thereon, as set out on pages 130 to 245 (inclusive) and 132 to 146 (inclusive), respectively, of the Issuer's annual report and accounts for the financial year ended 30 June 2023 (the “2023 Financial Statements”);
the glossary and definition of key terms set out on pages 223 to 225 (inclusive) of the Issuer’s annual report and accounts for the financial year ended 30 June 2024; and
the Issuer's Pillar 3 Disclosures for the financial year ended 30 June 2024 (the “Issuer Pillar 3 Disclosures”),

(together, the “Information Incorporated by Reference”).

The Information Incorporated by Reference has been previously published or is published simultaneously with this Base Prospectus. Such information in those documents shall be incorporated in, and form part of, this Base Prospectus, save that any statement contained in any information which is incorporated by reference herein shall be modified or superseded for the purpose of this Base Prospectus to the extent that a statement contained herein modifies or supersedes such earlier statement (whether expressly, by implication or otherwise). Any statement so modified or superseded shall not, except as so modified or superseded, constitute a part of this Base Prospectus.

Those parts of the documents incorporated by reference in this Base Prospectus which are not specifically incorporated by reference in this Base Prospectus are either not relevant for prospective investors in the Notes or the relevant information is included elsewhere in this Base Prospectus. Any documents themselves incorporated by reference in the Information Incorporated by Reference in this Base Prospectus shall not (except to the extent expressly referenced above as being incorporated by reference, if applicable) form part of this Base Prospectus.

Other than the Information Incorporated by Reference, none of the contents of the Issuer’s website, any websites referred to in this Base Prospectus, nor any website directly or indirectly linked to these websites has been verified nor form part of this Base Prospectus, and investors should not rely on such information.

Supplements

Following the publication of this Base Prospectus, a supplement may be prepared by the Issuer and approved by the FCA in accordance with Article 23 of the UK Prospectus Regulation. Statements contained in any such supplement (or contained in any document incorporated by reference therein) shall, to the extent applicable (whether expressly, by implication or otherwise), be deemed to supersede statements contained in this Base Prospectus or in the Information Incorporated by Reference.

The Issuer will, in the event of any significant new factor, material mistake or material inaccuracy relating to information included in this Base Prospectus which is capable of affecting the assessment of any Notes, prepare a supplement to this Base Prospectus or publish a new Base Prospectus for use in connection with any subsequent issue of Notes (other than Exempt Notes). The Issuer has undertaken to the Dealers in the Programme Agreement (as defined in “Subscription and Sale”) that it will comply with Article 23 of the UK Prospectus Regulation.

Copies of the Information Incorporated by Reference may be obtained (without charge) from the Issuer's website at https://www.aldermore.co.uk/investors/.

FINAL TERMS AND DRAWDOWN PROSPECTUSES

In this section the expression “necessary information” means, in relation to any Tranche of Notes, the necessary information which is material to investors for making an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the Issuer and of the rights attaching to the Notes, and the reasons for issuance of the relevant Series of Notes and its impact on the Issuer. In relation to the different types of Notes which may be issued under the Programme, the Issuer has included in this Base Prospectus all of the necessary information except for information relating to the Notes which is not known at the date of this Base Prospectus and which can only be determined at the time of an individual issue of a Tranche of Notes.

Any information relating to the Notes which is not included in this Base Prospectus and which is required in order to complete the necessary information in relation to a Tranche of Notes will be contained either in the relevant Final Terms or in a Drawdown Prospectus.

For a Tranche of Notes which is the subject of Final Terms, those Final Terms will, for the purposes of that Tranche only, complete this Base Prospectus and must be read in conjunction with this Base Prospectus. The terms and conditions applicable to any particular Tranche of Notes which is the subject of Final Terms are the Conditions described in this Base Prospectus as completed to the extent described in the relevant Final Terms.

The terms and conditions applicable to any particular Tranche of Notes which is the subject of a Drawdown Prospectus will be the Conditions as supplemented, amended and/or replaced to the extent described in the relevant Drawdown Prospectus.

In the case of a Tranche of Notes which is the subject of a Drawdown Prospectus, each reference in this Base Prospectus to information being specified or identified in the relevant Final Terms shall be read and construed as a reference to such information being specified or identified in the relevant Drawdown Prospectus, unless the context requires otherwise.

TABLE OF CONTENTS

Page

OVERVIEW OF THE PROGRAMME ... 1
RISK FACTORS ... 9
USE OF PROCEEDS ... 39
FORMS OF THE NOTES ... 40
TERMS AND CONDITIONS OF THE NOTES ... 45
FORM OF FINAL TERMS ... 113
FORM OF PRICING SUPPLEMENT ... 127
DESCRIPTION OF THE ISSUER ... 142
DIRECTORS OF THE ISSUER ... 152
SUPERVISION AND REGULATION ... 155
TAXATION ... 167
SUBSCRIPTION AND SALE ... 169
GENERAL INFORMATION ... 172

xii

OVERVIEW OF THE PROGRAMME

The following overview is a general description of the Programme, must be read as an introduction to this Base Prospectus, and is qualified in its entirety by the remainder of this Base Prospectus and the Information Incorporated by Reference herein (and, in relation to any Tranche of Notes, the relevant Final Terms). Words and expressions defined in “Forms of the Notes” or “Terms and Conditions of the Notes” below shall have the same meanings in this Overview of the Programme.

Issuer
Aldermore Group PLC

Issuer Legal Entity Identifier (LEI)
213800JQLWHE8NQYXX31

Website of the Issuer
https://www.aldermore.co.uk

Arranger
Merrill Lynch International

Dealers
Banco Santander, S.A.
BNP Paribas
HSBC Bank plc
Jefferies International Limited
Merrill Lynch International
NatWest Markets Plc

and any other Dealer appointed from time to time by the Issuer either generally in respect of the Programme or in relation to a particular Tranche of Notes (together, the “Dealers”).

Trustee
Citicorp Trustee Company Limited

Principal Paying Agent, Calculation Agent and Transfer Agent
Citibank, N.A., London Branch

Registrar
Citibank, N.A., London Branch

Risk Factors
There are certain factors that may affect the Issuer's ability to fulfil its obligations under Notes issued under the Programme. In addition, there are certain factors which are material for the purpose of assessing the market risks associated with Notes issued under the Programme and risks relating to the structure of a particular Series (as defined below) of Notes issued under the Programme. See “Risk Factors”.

Admission to Listing and Trading
Application has been made for Notes (other than Exempt Notes) to be admitted during the period of 12 months from the date of approval of this Base Prospectus to listing on the Official List of the FCA and to trading on the Market.

The Issuer may also issue unlisted Exempt Notes and/or Exempt Notes not admitted to trading on any stock exchange or market.

In the case of Exempt Notes, the applicable Pricing Supplement will state whether or not the relevant Notes will be listed and/or admitted to trading and, if so, the relevant stock exchange and/or market.

Clearing Systems

Euroclear and/or Clearstream, Luxembourg and/or, in relation to any Tranche of such Notes, any other clearing system as may be specified in the relevant Final Terms.

Programme Limit

Up to £2,000,000,000 (or its equivalent in other currencies) aggregate principal amount of Notes issued by the Issuer may be outstanding at any one time.

The Issuer may increase the Programme Limit in accordance with the terms of the Dealer Agreement.

Issuance in Series

Notes will be issued in series (each a “Series”). Each Series may comprise one or more tranches (each a “Tranche”) issued on different issue dates. The Notes of each Series will all be subject to identical terms, except that the issue date and the amount of the first payment of interest may be different in respect of different Tranches. The Notes of each Tranche will all be subject to identical terms in all respects save that a Tranche may comprise Notes of different denominations.

Final Terms

Each Tranche of Notes will be issued on the terms set out in the Conditions as completed by the relevant Final Terms.

Form of Notes

Notes may be issued in bearer form or in registered form.

Bearer Notes

Bearer Notes will be sold outside the United States to persons that are not U.S. persons in “offshore transactions” within the meaning of Regulation S under the Securities Act (“Regulation S”). In respect of each Tranche of Bearer Notes, the Issuer will deliver a Temporary Global Note or (if TEFRA is specified as non-applicable or if TEFRA C is specified as applicable) a Permanent Global Note.

Each Temporary Global Note will be exchangeable for a Permanent Global Note. Each Permanent Global Note will be exchangeable for Notes in definitive bearer form (“Definitive Notes”) in accordance with its terms. Definitive Notes will, if interest-bearing, have interest coupons (“Coupons”) attached and, if appropriate, a talon (“Talon”) for further Coupons. Each Global Note which is intended to be issued in NGN form, as specified in the relevant Final Terms, will be deposited on or around the relevant issue date with a Common Safekeeper (or its nominee) for Euroclear and/or Clearstream, Luxembourg and each Global Note which is not intended to be issued in NGN form (a “CGN”), as specified in the relevant Final Terms, will be deposited on or before the relevant issue date with a Common Depositary (or its nominee) for Euroclear and/or Clearstream, Luxembourg.

Registered Notes

Each Tranche of Registered Notes will be represented by either (a) Individual Certificates; or (b) one or more Global Certificates.

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 NSS, registered in the name of a Common Depositary (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 Depositary; 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.

References in this Base Prospectus to Euroclear and/or Clearstream, Luxembourg shall, where the context admits, be deemed to include reference to any other clearing system specified in the relevant Final Terms for any Series of Notes, and may include any additional or alternative clearing system in which any Notes are, with the approval of the Trustee, cleared from time to time.

Currencies

Notes may be denominated in pounds sterling, euro, U.S. dollars or in any other currency or currencies, subject to compliance with all applicable legal and/or regulatory and/or central bank requirements.

Status of the Senior Notes

The Senior Notes (and the Coupons relating thereto, if any) constitute direct, unconditional, unsecured and unsubordinated obligations of the Issuer and constitute ordinary non-preferential debt of the Issuer for the purposes of the Insolvency Act. The Senior Notes and any Coupons relating thereto rank pari passu without any preference among themselves and (save for certain obligations required to be preferred by law) at least equally with all other unsecured and unsubordinated obligations of the Issuer from time to time outstanding.

The Issuer and, by virtue of its holding of any Senior Note or any beneficial interest therein, each Holder of a Senior Note (or holder of a beneficial interest in) and each Holder of a Coupon relating to a Senior Note acknowledge and agree that, if a Winding-Up occurs, the rights and claims of the Holders and the Couponholders (and the Trustee on their behalf) against the Issuer in such Winding-Up in respect of, or arising under, each Senior Note (and each Coupon relating thereto, if any) shall be for (in lieu of any other payment by the Issuer) an amount equal to the principal amount of the relevant Senior Note or (as the case may be) the amount of accrued and unpaid interest represented by such Coupon, together with, to the extent not otherwise included within the foregoing, any other amounts attributable to such Senior Note or Coupon, including any accrued and unpaid interest thereon and any damages awarded for breach of any obligations in respect of such Senior Note or such Coupon (as applicable), such rights and claims ranking as provided in Condition 3(a) (Senior Notes).

Status of the Tier 2 Capital Notes

The Tier 2 Capital Notes (and the Coupons relating thereto, if any) constitute direct and unsecured obligations of the Issuer, subordinated as provided below, and constitute tertiary non-preferential debt of the Issuer for the purposes of the Insolvency Act and any other mandatory provisions of applicable law. Subject to the Insolvency Act, the Tier 2 Capital Notes and any Coupons relating thereto rank junior to the Senior Notes of the Issuer and any Coupons relating thereto. The Tier 2 Capital Notes rank pari passu without any preference among themselves.

amount of the relevant Tier 2 Capital Note or (as the case may be) the amount of accrued and unpaid interest represented by such Coupon, together with, to the extent not otherwise included within the foregoing, any other amounts attributable to such Tier 2 Capital Note or Coupon, including any accrued and unpaid interest thereon and any damages awarded for breach of any obligations in respect of such Tier 2 Capital Note or such Coupon (as applicable), provided however that such rights and claims shall be subordinated as provided in Condition 3(b) (Tier 2 Capital Notes) and in the Trust Deed to all Senior Claims but shall rank in the manner specified in Condition 3(b) (Tier 2 Capital Notes).

No set-off, etc.
Subject to applicable law, no Holder may exercise, claim or plead any right of set-off, compensation, counterclaim, retention or netting in respect of any amount owed to it by the Issuer in respect of, or arising under or in connection with any Notes, any related Coupons or the Trust Deed and each Holder shall, by virtue of their holding of any Note or Coupon (or any beneficial interest therein), be deemed, to the fullest extent permitted under applicable law, to have waived all such rights of set-off, compensation, counterclaim, retention or netting.

Issue Price
Notes may be issued at any price. The price and amount of Notes in respect of each Tranche to be issued under the Programme will be determined by the Issuer and the relevant Dealers at the time of issue in accordance with prevailing market conditions and specified in the applicable Final Terms.

Specified Denominations
The Notes may be issued in such denominations as may be specified in the relevant Final Terms, save that no Notes may be issued under the Programme which have a denomination of less than €100,000 (or its equivalent in any other currency at the relevant Issue Date).

Maturities
Any maturity, subject to compliance with all applicable legal and/or regulatory and/or central bank requirements. Any Tier 2 Capital Notes will have a maturity of at least five years (or such other minimum maturity as may be required for Tier 2 capital instruments under applicable law and regulation).

Notes having a maturity of less than one year will, if the proceeds of the issue are accepted in the UK, constitute deposits for the purposes of the prohibition on accepting deposits contained in Section 19 of the Financial Services and Markets Act 2000 unless they are issued to a limited class of professional investors and have a denomination of at least £100,000 or its equivalent. See “Subscription and Sale”.

Interest
Notes may be interest bearing or non-interest bearing. Interest (if any) may accrue at a fixed rate, a resetting rate or a floating rate (or a fixed/floating rate or floating/fixed rate).

Fixed Rate Notes
Fixed Rate Notes will bear interest on their outstanding principal amount at the fixed rate(s) of interest specified in the relevant Final Terms. Such interest will be payable in arrear on the Interest Payment Date(s) specified in the relevant Final Terms or determined pursuant to the Conditions.

Reset Notes
Reset Notes will bear interest on their outstanding principal amount at, in respect of an initial period, the Initial Rate of Interest specified in the relevant Final Terms. Thereafter, the fixed rate of interest will be reset on one or more date(s) specified in the relevant Final Terms by reference to a mid-swap rate for the relevant Specified Currency, a benchmark gilt rate or another reference bond rate, and for a period

equal to the relevant reset period, as adjusted for any applicable margin, in each case as may be specified in the relevant Final Terms. Such interest will be payable in arrear on the Interest Payment Date(s) specified in the relevant Final Terms or determined pursuant to the Conditions.

Zero Coupon Notes
Zero Coupon Notes may be issued at their principal amount or at a discount to their principal amount and will not bear interest.

Floating Rate Notes
Floating Rate Notes will bear interest on their outstanding principal amount determined separately for each Series as follows:

(a) on the same basis as the floating rate under a notional interest rate swap transaction in the relevant Specified Currency governed by an agreement incorporating the 2006 ISDA Definitions or 2021 ISDA Definitions, as applicable, published by the International Swaps and Derivatives Association, Inc.; or

(b) by reference to a reference rate appearing on the agreed screen page of a commercial quotation service or by reference to a reference rate index rate appearing on the website of an index administrator, each as set out in the relevant Final Terms, subject to Condition 9 (Benchmark Discontinuation),

in any such case as adjusted for any applicable margin specified in the relevant Final Terms.

Floating Rate Notes may also have a maximum interest rate, a minimum interest rate, or both.

Benchmark Discontinuation (in respect of Floating Rate Notes and Reset Notes)
Notwithstanding the other fallback provisions provided for in the Conditions, if a Benchmark Event (in respect of Notes referencing EURIBOR, SONIA or €STR) or Benchmark Transition Event (in respect of Notes referencing SOFR) occurs, such that any rate of interest (or any component part thereof) cannot be determined by reference to the original benchmark or screen rate (as applicable) specified in the relevant Final Terms, then the Issuer may (subject to certain conditions) be permitted to substitute such benchmark and/or screen rate (as applicable) with a successor, replacement or alternative benchmark and/or screen rate (with consequent amendment to the terms of the relevant Series of Notes and the application of an adjustment spread (which could be positive or negative or zero) or a formula for determining an adjustment spread). See Condition 9 (Benchmark Discontinuation).

Redemption
Unless previously redeemed or purchased and cancelled or substituted Notes will be redeemed at their Final Redemption Amount, together with any accrued and unpaid interest (as specified in the relevant Final Terms), on the Maturity Date.

Optional Redemption
Notes may be redeemed before the Maturity Date at the option of the Issuer (as described in Condition 10(b) (Redemption at the option of the Issuer) and Condition 10(f) (Clean-up Call Option)), to the extent (if at all) specified in the relevant Final Terms, subject to the Issuer obtaining any requisite Supervisory Permission for redemption and complying with certain preconditions (see Condition 10(l) (Pre-condition to Redemption, Purchase, Substitution or Variation of the Tier 2 Capital Notes) in the case of Tier 2 Capital Notes and Condition

10(m) (Pre-condition to Redemption, Purchase, Substitution or Variation of Senior Notes) in the case of Senior Notes).

Early Redemption

Except as described in “Optional Redemption” above, early redemption will only be permitted (a) for tax reasons, as described in Condition 10(c) (Redemption for Tax Event); and (b) for regulatory reasons, in the case of Tier 2 Capital Notes as described in Condition 10(d) (Redemption for Capital Disqualification Event) and in the case of Senior Notes as described in Condition 10(e) (Redemption for Loss Absorption Disqualification Event), subject to the Issuer obtaining any requisite Supervisory Permission and complying with certain preconditions (see Condition 10(l) (Pre-condition to Redemption, Purchase, Substitution or Variation of the Tier 2 Capital Notes) in the case of Tier 2 Capital Notes and Condition 10(m) (Pre-condition to Redemption, Purchase, Substitution or Variation of Senior Notes) in the case of Senior Notes).

Purchases

Substitution and Variation of Tier 2 Capital Notes

Unless otherwise specified in the relevant Final Terms for a Series of Tier 2 Capital Notes, the Issuer may, upon occurrence of a Tax Event or a Capital Disqualification Event in respect of the relevant Series of Tier 2 Capital Notes, either substitute all of the Notes of such Series for, or vary the terms of the Notes of such Series so that or provided that (as the case may be) they remain or, as appropriate, become, Qualifying Tier 2 Securities, subject to the Issuer obtaining prior Supervisory Permission and complying with certain pre-conditions (see Condition 10(l) (Pre-condition to Redemption, Purchase, Substitution or Variation of the Tier 2 Capital Notes)). See Condition 10(n) (Substitution and Variation of Tier 2 Capital Notes).

Substitution and Variation of Senior Notes

Unless otherwise specified in the relevant Final Terms for a Series of Senior Notes, the Issuer may, upon occurrence of a Loss Absorption Disqualification Event or a Tax Event in respect of the relevant Series of Senior Notes, either substitute all of the Notes of such Series for, or vary the terms of the Notes of such Series so that or provided that (as the case may be) they remain or, as appropriate, become, Loss Absorption Compliant Notes, subject to the Issuer obtaining prior Supervisory Permission and complying with certain pre-conditions (see Condition 10(m) (Pre-condition to Redemption, Purchase, Substitution or Variation of Senior Notes)). See Condition 10(o) (Substitution and Variation of Senior Notes).

Negative Pledge

None.

Limited Remedies

The sole remedy against the Issuer available for recovery of amounts owing in respect of any non-payment of any amount that has become due and payable under the Notes is, subject to certain conditions, for the Trustee to institute proceedings for the winding-up of the Issuer and/or prove and/or claim in any Winding-Up of the Issuer.

The exercise of the Statutory Loss Absorption Powers by the Relevant Resolution Authority with respect to the Issuer and/or the Notes shall not give rise to any acceleration rights under the Notes

Cross Default

None.

Exempt Notes

The Issuer may issue Exempt Notes under the Programme, which may have terms relating to features which are not contemplated in the section “Terms and Conditions of the Notes”. Such terms will be set out in the applicable Pricing Supplement.

Withholding Tax and Additional Amounts

All payments of principal and interest in respect of the Notes and the Coupons by or on behalf of the Issuer shall be made free and clear of, and without withholding or deduction for or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of the Relevant Jurisdiction, unless the withholding or deduction of such taxes, duties, assessments, or governmental charges is required by law. In that event, the Issuer shall, unless otherwise specified in the Final Terms in respect of Senior Notes, in respect of payments of interest (if any) only and not principal, pay such additional amounts as will result in receipt by the Noteholders and the Couponholders of such amounts as would have been received by them had no such withholding or deduction been required, subject to certain exceptions as described in Condition 13 (Taxation).

Modification and Waiver

The Conditions and the Trust Deed contain provisions for calling meetings of Holders to consider and vote on matters affecting their interests generally, or for Holders to pass resolutions in writing or by way of electronic consents. These provisions permit defined majorities to bind all Noteholders, including Noteholders who did not attend and vote at the relevant meeting or, as the case may be, who did not sign the written resolution or provide electronic consent, and Holders who voted in a manner contrary to the majority.

The Conditions and the Trust Deed also provide that the Trustee may, subject to certain exceptions, agree to any modification of, or waiver or authorisation of any breach or proposed breach of, any of the Conditions, the Trust Deed or the Agency Agreement which, in each case, in the opinion of the Trustee is not materially prejudicial to the interest of the Holders or, in the case of a modification, in the opinion of the Trustee, is of a formal, minor or technical nature or to correct a manifest error. See Condition 18(b)(Modification and Waiver).

Substitution of the Issuer

Governing Law

English law.

Use of proceeds

The net proceeds of the issue of each Tranche of Notes will be used by the Issuer and/or the Group for general corporate purposes of the Issuer and/or Group, or otherwise as may be specifically set out in the relevant Final Terms.

Ratings

As at the date of this Base Prospectus, Moody’s has assigned the Issuer an issuer rating of ‘Baa2’ and the Programme a rating of ‘Baa2’

in respect of Senior Notes and ‘Baa3’ in respect of Tier 2 Capital Notes.

If a Tranche of Notes were to be rated, such rating will not necessarily be the same as the rating(s) applicable to the Issuer or the Programme or the rating(s) assigned to Notes already issued. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.

Selling Restrictions

For a description of certain restrictions on offers, sales and deliveries of Notes and on the distribution of offering material in the United States, Singapore, Hong Kong, the EEA and the United Kingdom, see “Subscription and Sale” below.

United States Selling Restriction

Regulation S, Category 2. TEFRA C or D or TEFRA not applicable, as specified in the applicable Final Terms.

RISK FACTORS

The Issuer believes that the following factors, which are specific to the Issuer, may affect its ability to fulfil its respective obligations under Notes issued under the Programme.

Factors which are material for the purpose of assessing the market risks associated with Notes issued under the Programme are also described below.

The Issuer believes that any of these factors described below, individually or in the aggregate, represent the principal risks inherent in investing in Notes issued under the Programme, but the Issuer may be unable to pay interest, principal or other amounts on or in connection with any Notes for other reasons and the Issuer does not represent that the statements below regarding the risks of holding any Notes are exhaustive. Prospective investors should also read the detailed information set out elsewhere in this Base Prospectus (including documents incorporated by reference herein) and reach their own views prior to making any investment decision.

Terms and expressions defined in the "Terms and Conditions of the Notes" below or elsewhere in this Base Prospectus have the same meaning when used in this section.

Risks related to the macroeconomic environment in which the Group operates

Macroeconomic uncertainty

The Group's business and financial performance has been, and will continue to be, primarily affected by general economic conditions in the UK. Economic conditions in the UK remain challenging for consumers and businesses, with the potential for further economic slowdown. The UK had a short recession in 2023 and continues to feel the impact of previous inflation shocks and interest rate rises. Conversely, falling interest rates may compress the Group's net interest margin and have an adverse impact on profitability. Whilst the Group expects economic conditions in the UK to improve in 2025, public sentiment remains cautious, and any worsening of UK economic conditions would have an adverse impact on the Group.

Variable and/or volatile economic conditions in the UK could impact the Group in a number of different ways including, among other things, reduced demand for the Group's products and services, lower investor risk appetite as a result of instability in the financial markets, higher impairment charges due to the inability of customers to repay loans and associated interest and charges, reductions in asset values, an inability to recover the required value from any security for those loans, and increased volatility in the funding markets. Low growth and high public debt, higher unemployment, lower household income, lower corporate earnings, lower business investment and/or lower consumer spending are all factors which would be likely to result in reduced demand for the Group's products and services and could reduce the profitability of the Group.

The Group's lending activities involve exposure to credit risk, and to the risk of credit losses if borrowers are unable to repay loans and any outstanding interest and fees. Adverse macroeconomic conditions such as increasing unemployment and decreasing asset prices could result in heightened credit risk and could lead to an increase in impairments to the Group's loan book as a result of customers becoming unable to service debt and/or a reduction in the value of assets on which loans are secured, and declines in the market value of the debt securities held by the Group. Such instability and reduction in asset values could have a material adverse effect on the Group's business, financial condition and/or operations.

While the Group's risk management, internal control systems, and overall business model are designed to enable it to trade profitably through downturns in the economic cycle, there can be no assurance that the Group's strategy will be effective (or that it will be able to implement its strategy), or that the Group's business, financial condition, results of operations, and/or prospects will not be adversely affected by future deterioration in economic conditions.

Geopolitical risk

The Group is exposed to geopolitical risks which may, in turn, impact economic conditions in the UK. Though the pressures resulting from the COVID-19 pandemic have receded, geopolitical factors (including the ongoing conflicts in Ukraine and the Middle East), higher inflation and higher interest rates continue to add an element of uncertainty to the economic outlook in the UK and across global supply chains and markets more generally. Additionally, second and third order effects have materialised across the globe, including through higher interest rates and lagged impacts to the UK's cost of living, which all have the potential to adversely affect the profitability of the Group. The exact impact of these geopolitical risks on the Group is uncertain and difficult to predict and respond to, particularly in view of difficulties in predicting the rate at which any economic deterioration may occur, and over what duration, and the fact that many of the related risks to the business are totally, or partly, outside the control of the Group. The Group's business, financial condition, results of operations, and/or prospects may therefore be adversely affected by future deterioration in the geopolitical landscape affecting the UK.

Risks relating to the funding, liquidity and capital of the Group

Funding and liquidity risk

Funding risk is the risk that the Group does not have stable sources of funding in the medium and long term to enable it to support ongoing business in normal conditions and at times of stress, either at all or only at excessive cost. If the Group is unable to source sufficient funding, this could constrain growth and, in extreme circumstances, require the Group to reduce lending levels. The Group has diversified sources of funding, by type and by tenor, however the cost and availability of these sources are subject to external factors. Although the Group has historically been able to access sufficient funding from diverse sources to support its operations, there can be no assurance that sufficient funding would always be available to the Group in future, especially under uncertain market conditions. To mitigate this risk, the Group maintains a significant amount of contingent funding which can be drawn upon in stressed conditions, to manage any temporary shortfalls in funding against the Group's risk appetite. Such contingent funding primarily takes the form of loan collateral pledged at the Bank of England, and a combination of uncommitted and committed facilities provided by FirstRand Bank Limited ("FRB"), a subsidiary of the Group's parent company, FirstRand Limited. However, there can be no assurance that such contingent funding will be sufficient to meet the Group's funding requirements, or that the Group will be able to maintain access to such contingent funding on an ongoing basis. Furthermore, any increase in the costs of maintaining such contingent funding could adversely affect the Group's business, financial condition or profitability.

The Group seeks to manage its liquidity and funding position on a prudent basis and is required under the applicable Prudential Regulation Authority ("PRA") rules to maintain liquid assets equal to at least 100 per cent. of its expected liquidity outflows over a 30-day stress period as well as net stable funding equal to at least 100 per cent. of its net stable funding requirement.

Liquidity risk is the risk that the Group does not have available sufficient financial resources to enable it to meet its financial obligations as they fall due or can do so only at excessive cost. A lack of available liquid resources would constrain the Group's ability to conduct its business and pursue its strategic objectives and could expose the Group to regulatory risk.

The Issuer considers that the Group's liquidity position as at the date of this Base Prospectus is strong, despite the uncertain external environment, and is being managed well above regulatory requirements. Despite these measures, there can be no assurance that the Group would always have sufficient liquidity. Any failure to maintain sufficient liquidity, or any increase in the costs of maintaining sufficient liquidity, could adversely affect the Group's business, results of operations, financial condition, profitability and cash flows.

Heightened disruption and volatility in the global financial markets (such as that arising from high inflation and interest rates, geopolitical uncertainty arising from the ongoing conflicts in Ukraine and the Middle East, the failure of other banking institutions and supply chain disruptions) could have a material adverse effect on the Group, including on its ability to access capital and liquidity. The Group's cost of obtaining funding and capital is directly related to prevailing market interest rates and credit spreads. Increases in interest rates and the Group's credit spreads could significantly increase the cost of its funding and capital. Changes in the Group's credit spreads are market-driven and may be influenced by

market perceptions of its creditworthiness. Changes to interest rates and the Group’s credit spreads occur continuously and may be unpredictable and highly volatile.

The availability of Bank of England facilities for UK financial institutions, to the extent that they provide the Group with access to more attractive funding than other sources, reduces the Group’s reliance on retail or wholesale markets. To the extent that the Group makes use of such facilities, any significant reduction or withdrawal of those facilities would be likely to increase the Group’s funding costs. In addition, other financial institutions who have relied significantly on governmental support to meet their funding needs will also need to find alternative sources of funding and, in such a scenario, the Group expects to face increased competition for funding, particularly retail funding which the Group utilises. This competition could further increase the Group’s funding costs, reduce its net interest margin and adversely impact its results of operations and financial position.

The factors described above could have a material adverse effect on the Group’s ability to access funding and liquidity, which could adversely affect the Group’s business, financial condition, results of operations and/or prospects.

Capital risk

Capital risk is the risk that the Group has insufficient capital resources to cover regulatory requirements, internal targets and/or to support its strategic plans.

The Issuer is subject to capital adequacy requirements adopted by the PRA for banks under Regulation (EU) No 575/2013, as it forms part of UK domestic law, including as it has been amended by the laws of England and Wales (the “UK CRR”). Any failure by the Issuer to comply with the requirements of the UK CRR and any other Regulatory Capital Requirements may result in the Issuer being subject to administrative actions or sanctions which may affect the ability of the Group to conduct its business or fulfil its obligations.

The UK CRR, together with subordinate legislation and regulatory rules, implements the Basel III regulatory capital framework promulgated by the Basel Committee on Banking Supervision (“BCBS”) between 2010 and 2019. It does not, at present, reflect in full the requirements of the BCBS framework referred to as “Basel 3.1”. On 17 January 2025 the PRA, in consultation with HM Treasury, announced that the implementation of Basel 3.1 is now expected to occur from 1 January 2027, with a shortened transitional period for certain elements, including a risk-weight output floor, to ensure full implementation from 1 January 2030). The PRA has published two near-final policy statements on the implementation of Basel 3.1. The policy statements indicate that the UK’s implementation will be substantively aligned with the approach advocated by the BCBS. HM Treasury’s approach to the implementation of Basel 3.1 will involve the revocation of some elements of the UK CRR and their replacement with rules made by the PRA. It is also expected that in the future the UK CRR may be repealed in full, and its requirements transcribed into regulatory rules, as part of proposed post-Brexit reforms to the regulation of financial services in the United Kingdom.

The capital requirements applicable to the Group are set by the PRA, where the required capital is a function of the Group’s risk-weighted assets. Certain events are likely to affect the Group’s capital ratios in differing ways. The Group has disclosed its capital ratios under the transitional and fully loaded arrangements set out in the UK CRR. The impact of implementing new Basel 3.1 standards on Pillar 1 capital requirements has been assessed. On 17 January 2025 the PRA, in consultation with HM Treasury, announced that the implementation of Basel 3.1 is now expected to occur from 1 January 2027, with a shortening of the transitional period to ensure full implementation from 1 January 2030. The impact of Basel 3.1 on overall capital requirements is subject to the PRA’s planned off-cycle review of firm-specific Pillar 2 capital requirements due to take place ahead of implementation on 1 January 2027.

Effective management of the Group’s capital position is important to its ability to operate its business. Any future legislative, regulatory or policy changes that limit the Group’s ability to manage its balance sheet and capital resources effectively, or to access funding on commercially acceptable terms, could have a material adverse effect on the Group’s business, financial condition and/or results of operations.

In connection with the special resolution regime (the “SRR”) under the Banking Act 2009, as amended (the “Banking Act”), and in order to support the Bank of England’s preferred resolution strategy for each resolution entity or group under its supervision, firms (including the Group) are required to maintain

a minimum requirement for own funds and eligible liabilities (“MREL”). The MREL requirement is, broadly, split into two components: a loss absorption component (comprising the firm’s capital requirement, to be met with own funds instruments) and, if applicable, a recapitalisation component (to be met with additional loss-absorbing capacity, including ‘eligible liabilities instruments’). The MREL requirement for a firm depends, in part, upon the Bank of England’s preferred resolution strategy for that firm.

As at the date of this Base Prospectus, the Bank of England’s preferred resolution strategy for the Group is ‘modified insolvency’. Accordingly, the recapitalisation component of the Group’s MREL requirement is presently set at nil. As such, the Group’s MREL requirement does not presently exceed its own funds (capital) requirement. However, future balance sheet growth may lead to the Group’s MREL requirements being set in in excess of its own funds (capital) requirements. It remains possible that the Bank of England could decide to take a different approach in relation to the Group and/or change its preferred resolution strategy in the future. It is difficult to predict the full effect of such changes on the Group if they take place. However, future changes of the preferred resolution strategy may limit or restrict the execution of the Group’s strategy and may have an adverse effect on the Group’s business, capital and funding structure, financial condition, results of operations and/or prospects, and may increase compliance costs.

Credit ratings downgrade risk

Credit ratings are likely to affect the cost and other terms upon which the Group, including the Issuer, is able to obtain funding and may be a reference for market participants in evaluating the Group and its products, services and securities. Rating agencies regularly evaluate the Group and certain members of the Group, as well as their respective debt securities. Their ratings are based on a number of factors, including the financial strength of the Group (or of the relevant member), the creditworthiness of the parent company or jurisdiction that it operates in, as well as market-wide phenomena and any other conditions affecting the financial services industry generally, such as the general political and economic conditions in the UK. There can be no assurance that any rating agency will maintain the Group’s or the relevant member’s current ratings or outlook. A credit downgrade, suspension or withdrawal could increase the cost of the Group’s unsecured funding, limit access to capital markets and require additional collateral to be placed and, consequently, adversely affect the Group’s interest margins and/or affect its liquidity position and weaken the Group’s business, financial condition and operations.

Risks relating to the legal and regulatory environment in which the Group operates

Historic commission arrangements

As described in the section entitled “Description of the Issuer – History – MNFL”, the MotoNovo Finance business which has operated in the motor finance market for many years was founded as Carlyle Finance and rebranded as MotoNovo Finance by one of FirstRand’s subsidiaries in 2012. MotoNovo Finance Limited (“MNFL”) was incorporated in 2018 and became a part of the Group on 5 May 2019. Any motor finance business which was originated prior to 5 May 2019, together with any liabilities relating thereto, remains part of FirstRand Bank Limited’s (London Branch) (“FRBLB”) balance sheet. The Group also operates in the motor finance market through its Asset Finance business.

In common with a number of other motor finance providers, the Group has received a number of complaints in relation to its operations in the motor finance market, some of which are with the Financial Ombudsman Service (“FOS”) and is subject to a number of court claims regarding historic commission arrangements with intermediaries on its motor finance products. This follows the FCA’s Motor Market Review in 2019.

The majority of these claims were originally focused on discretionary commission arrangements (“DCAs”) used in motor finance arrangements prior to January 2021. MNFL took steps to transition away from the DCA model post the 2019 review. On 11 January 2024, immediately after two adverse FOS final decisions against Barclays and Black Horse, the FCA announced a diagnostic review of historic motor discretionary commission arrangements using powers it has under s.166 of the FSMA. The FCA has also suspended the eight-week deadline for motor finance firms to provide a final response to customer commission complaints – this applies to all complaints received since 17 November 2023 where a DCA was used. On 19 December 2024, the FCA introduced new rules in its Handbook to extend the suspension of the eight-week deadline for motor finance firms to provide a final response to

customer commission complaints to all types of motor finance commission complaints, not just those involving a DCA. The Issuer recognised a provision of £15.0 million during the financial year ended 30 June 2024 in respect of the FCA review. The provision is based on probability-weighted scenarios constructed from the Group's own data analysis, assumptions and emerging estimates and includes probable legal, operational and redress costs (using a range of judgement-based assumptions for commissions, interest rates, redress approaches and uphold rates). In addition, the Group incurred a further £3 million of legal and professional costs in respect of costs incurred prior to the commencement of the FCA review during the financial year ended 30 June 2024.

On 25 October 2024, the Court of Appeal issued a judgment on three appeals relating to motor finance agreements, two of which form part of the MotoNovo backbook that resides with FRBLB (i.e. originated prior to 5 May 2019 (as stated above)). The judgment found that the relevant commission disclosures were inadequate, that a fiduciary duty was owed by the motor dealers to their customers and that the lender was liable for the breach of such fiduciary duty. The judgment potentially has consequences for the Group's Asset Finance business and the motor finance business undertaken through MNFL since May 2019, as well as for the wider consumer finance sector in the UK. The two lenders to whom the Court of Appeal judgment relates, i.e. FRBLB and Close Brothers, requested on 22 November 2024 permission to appeal the judgment to the UK Supreme Court. Permission was granted and the Supreme Court hearing has been scheduled for 1 to 3 April 2025. On 17 February 2025, the Supreme Court rejected applications by Consumer Voice & Others, the Finance and Leasing Association and HM Treasury to intervene in the case and accepted applications to intervene from the FCA and the National Franchised Dealers Association. On 11 March 2025, the FCA announced that if, taking into account the Supreme Court's decision, it concludes that motor finance customers have lost out from widespread failings by firms, it is likely that the FCA will consult on an industry-wide redress scheme. The FCA has also stated that it intends to confirm, within 6 weeks of the Supreme Court's decision, whether it will propose a redress scheme and, if so, how it will take it forward. Following the Supreme Court hearing and the publication of the related judgment, and the FCA's decision as to whether or not to propose a redress scheme, the Group may have greater insights, particularly with regard to potential remediation scenarios. At that point, the Group will revisit the need to raise a further provision for the year to June 2025.

There is significant uncertainty about the impact of the Court of Appeal judgment, the Supreme Court appeal and the outcome of the FCA's review. Accordingly, the timing, scope and quantum of any potential financial impact of the Group cannot be reliably estimated at present, and could differ materially from the provision described above. Depending on the outcome of the Supreme Court appeal and of the FCA review, the Group may be obliged to compensate customers, which may in turn affect the revenues, profit and reputation of the Group.

Legal and regulatory risk

Legal risk is the risk of financial or other losses, penalties, reputational damage or restrictions on the Group's business activities arising from existing or future legal agreements, dealing with litigation claims, or non-compliance with relevant laws. Regulatory risk is the risk of legal or regulatory sanctions, material financial loss, or loss to reputation as a result of a failure to comply with applicable laws, regulations, codes of conduct and standards of good practice.

The Group operates in a highly regulated environment. Following the implementation of the Consumer Duty (as defined below) by the FCA, there has been an increased level of regulatory focus from the FCA on each firm's customer outcome delivery. Focus areas include customer vulnerability, the treatment of customers in arrears and price and fair value for products. The PRA continues to focus on firm stability and management of the challenging macro-economic environment.

Regulatory focus and prioritisation of conduct risk continues to increase. In particular, the FCA has finalised rules and guidance relating to the treatment of vulnerable customers and published its final rules implementing a new "consumer duty" (the "Consumer Duty") as one of its Principles for Business setting a higher bar on how UK banks, insurers and wealth and asset managers treat their customers. The Consumer Duty has applied since 31 July 2023 for new and existing products and services that are open to sale or renewal, and since 31 July 2024 for closed products and services. The Consumer Duty has three elements: (i) a consumer principle that provides a high-level expectation of conduct (namely, that a firm must act to deliver good outcomes for retail clients); (ii) a set of overarching cross-cutting rules which develop and amplify the standards of conduct that the FCA expects under the consumer principle; and (iii) a suite of rules and guidance setting more detailed expectations for a firm's conduct according

to the four specific outcomes that represent the key elements of the firm and its consumer relationships (communications, products and services, price and value and customer service). Firms are required to monitor, evidence and report against many of the Consumer Duty requirements. There may be added costs associated with making the necessary changes to ensure compliance with the Consumer Duty and an increased risk of customer complaints and / or action if the Group fails (or is perceived to have failed) to do so.

Applicable laws and regulations may affect elements of the Group’s business model and strategy, the products and services it offers and the pricing or costs of those products and services, which may in turn affect the revenue and profits that the Group is able to generate. Actual or alleged breaches by the Group of applicable laws and regulations may result in civil litigation, or claims to the FOS or in regulatory intervention by the FCA.

Applicable legislation and consumer protection regulations can also affect the Group’s ability to recover bad debts and the timing of any such recoveries. For example, the Debt Respite Scheme (Breathing Space Moratorium and Mental Health Crisis Moratorium) (England and Wales) Regulations 2020 allow individuals to apply for a breathing space or mental health crisis moratorium during which creditors may not demand payment of interest or fees that accrue or enforce a debt owed. For corporate debtors in financial difficulty, the Corporate Insolvency and Governance Act 2020 provides for a pre-insolvency moratorium process to give a period of time to seek a rescue or restructure and a new restructuring plan insolvency procedure to enable debt restructuring. The laws and regulations to which the Group and its products and services are subject, and future changes thereto, could adversely affect the Group’s business, financial condition, results of operations and/or prospects.

Regulatory change risk

The continued evolution of the regulatory landscape, changing focus areas and the requirement to respond to ongoing regulatory initiatives, poses a significant challenge for the Group. Changes in such laws, regulations and regulatory policies in the jurisdictions in which the Group operates could affect the way the Group conducts business and manages capital and liquidity and may have an adverse effect on the Group’s financial condition, results of operations and profitability.

Future regulatory changes could affect the Group by, for example:

resulting in the need for increased operational and compliance resources to ensure compliance with new or amended laws and regulations;
restricting the customer base to which the Group’s products or services can be offered; and/or
restricting the products or services which the Group can provide.

Any of these results could have a material adverse effect on the Group’s business, financial condition, results of operations and prospects.

In addition, changes to the regulatory authorities’ approaches and expectations may result in increased scrutiny of the Group’s compliance with existing laws and regulation plus the application of current regulatory standards to past practices, which may further result in the Group needing to change its internal operations, at increased cost. For example, the high level of scrutiny of the treatment of customers by financial institutions from regulatory bodies, the press and politicians may persist and the FCA will continue to focus on retail conduct risk issues as well as conduct of business activities through its supervision activity which could result in higher expectations, or a different interpretation, of what is required to demonstrate compliance with conduct of business standards in certain markets.

The resolution of a number of issues, including regulatory investigations and reviews and court cases, affecting the financial services sector in the markets in which the Group operates could have an adverse effect on the Group’s operating results, financial condition and prospects, or its relations with its customers and potential customers.

Compliance risk

Compliance risk is the risk of legal or regulatory sanctions, material financial loss, or loss to reputation because of a failure to comply with applicable laws, regulations, codes of conduct and standards of good

practice. The Group is exposed to risks associated with current legislation and regulation, which may arise in a number of ways. Primarily:

the Bank of England, the FCA, the PRA, HM Treasury, the FOS, the courts, the Competition and Markets Authority (“CMA”) or other regulators may determine that the Group is not conducting certain aspects of its business in accordance with applicable laws or regulations, or, in the case of the FOS, with what is fair and reasonable in the FOS’s opinion;
the Group may hold accounts for entities that might be or are subject to interest from various regulators, including the UK’s Serious Fraud Office and others. The Group cannot exclude the possibility of the Group’s conduct being reviewed as part of any investigations from various regulators;
the Group may be liable for damages to third parties harmed by the conduct of its business; and
the Group is subject to rules and regulations related to the prevention of money laundering, bribery and terrorist financing and financial sanctions and any failure to comply with such rules and regulations may result in regulatory action or damage the reputation of the Group.

Failure to comply with the wide range of laws and regulations which apply to the Group could have a number of adverse consequences for the Group, including the risk of:

substantial monetary damages, fines or other penalties, the amounts of which are difficult to predict and may exceed the amount of any provisions set aside to cover such risks, in addition to potential injunctive relief;
regulatory investigations, reviews, proceedings and enforcement actions;
regulatory interventions such as being required to amend sales processes, product and service terms and disclosures, withdraw products or provide redress or compensation to affected customers;
the Group either not being able to enforce contractual terms as intended or having contractual terms enforced against it in an adverse way;
civil or private litigation (brought by individuals or groups of individuals or claimants as a class or as a bulk proceeding) in the UK and other jurisdictions (which may arise out of regulatory investigations and enforcement actions or customer complaints);
criminal enforcement proceedings; and/or
regulatory restrictions on the Group’s business,

any or all of which (i) could result in the Group incurring significant costs, (ii) may require provisions to be recorded in the Group’s financial statements, (iii) could negatively impact future revenues from affected products and services, and (iv) could have a negative impact on the Group’s reputation and the confidence of customers in the Group, as well as taking a significant amount of management time and resources away from the implementation of the Group’s strategy. Regulatory restrictions could also require additional capital and/or liquidity to be held.

Any of the above risks, should they materialise, could have a material adverse effect on the Group’s business, financial condition, results of operations and prospects.

Risks related to the Group's business

Reputational risk

Reputational risk is the potential for negative consequences arising from a failure to meet the reasonable expectations and standards of customers, investors, regulators or other counterparties during the conduct of any of the Group’s business activities. This includes the conduct of all employees and other agents acting for, or otherwise associated with, the Group. Risks to the Group’s reputation can arise from numerous sources, including (but not limited to) breaches or alleged breaches of legal and regulatory

requirements (including sanctions, anti-bribery, money laundering and anti-terrorism financing requirements), failure to appropriately address potential conflicts of interest, employee misconduct, provision of inappropriate products or services, technology failures that impact upon customer service and accounts or the failure of intermediaries or third parties on whom the Group’s businesses rely, failing to properly identify legal, reputational, credit, liquidity and market risks inherent in products offered or generally poor business performance. In addition, how the Group’s businesses are perceived to have supported their customers, employees and suppliers (as applicable) through periods of economic downturn and cost of living difficulties, as well as the Group’s perceived conduct as a responsible and sustainable business, could have an adverse effect on the Group’s brand and reputation, particularly at a time of heightened public interest in businesses taking a proactive, responsible approach to their operations, products and services.

FirstRand Limited is the Group’s ultimate parent company (FirstRand Limited, together with its subsidiaries, “FirstRand”). As part of FirstRand, the Group is also indirectly exposed to any reputational risks arising with respect to FirstRand. Any adverse events which impact FirstRand’s reputation could have an adverse impact on the Group’s reputation. This may be the case even if such matters are beyond the control of the Group and do not relate directly to the Group.

The Group recognises that the ability to attract and retain customers and conduct business with its counterparties could be adversely affected if the Group’s reputation or brand is damaged. Failure to address, or appearing to fail to address, issues that give rise to reputational risk could damage the Group’s reputation and materially and adversely affect the Group’s business, financial condition, results and prospects and could damage its relationships with its regulators.

Conduct risk

Conduct risk is the risk of legal or regulatory sanctions, material financial loss, or loss to reputation as a result of causing unfair outcomes or detriment to customers and/or undermining market integrity as a result of the Group’s behaviour, decision making, activities or processes. The Group’s definition of ‘customer’ includes retail and business customers (excluding intermediaries and third parties) across all business lines for regulated and non-regulated activities.

The Group is exposed to conduct risk in its provision of products and services to customers either directly or via its distributors, and through other business activities that enable delivery. Failure to evidence delivery of good customer outcomes may lead to reputational harm, legal or regulatory sanctions and/or customer redress. The Group faces a significant volume of regulatory change, which is expected to continue over the near term and which is aimed at enhancing consumer protection and maintaining market integrity given the current macroeconomic environment. These risks are heightened in light of the prevailing economic environment, which is increasing pressure on consumers as a result of the sustained higher cost of living. As a result, support for customers in financial difficulty, including vulnerable customers, is expected to continue to be required.

Such an increase in support creates additional opportunities for conduct risk to arise, particularly in the context of a more stringent regulatory environment: the Consumer Duty became effective on 31 July 2023, setting a higher bar on how UK banks, insurers and wealth and asset managers treat their customers. The FCA has outlined requirements under the Consumer Duty, which introduces Principle 12 (setting a higher standard than the existing standards for retail business) and requires firms to act to deliver good outcomes for retail customers.

In addition, the Group is exposed to risks such as:

outsourcing of customer service, or product delivery via third parties which may not have the same level of control, oversight or culture as the Group (potentially resulting in unfair outcomes for customers); and
poor governance of colleagues’ incentives or reward schemes, which may also drive poor customer outcomes.

Such risks can give rise to reputational damage and require remediation to address deficiencies; they may also result in regulatory intervention (including fines).

Whilst the Group has implemented a set of policies, standards, governance structures and reporting mechanisms in order to help mitigate these risks, and continues to develop a set of the same to mitigate new conduct risks arising out of the Consumer Duty, no assurance can be given that the strategy and framework will be completely effective in eliminating conduct risk. Therefore, conduct risk could adversely affect the Group’s results of operations.

Counterparty credit risk

Counterparty credit risk is the risk of financial loss arising from a counterparty failing to meet financial obligations to the Group according to agreed terms. The Group places deposits with, and may hold debt securities of, financial institution and non-banking financial institution counterparties, and such deposits and holdings of debt securities may be material in amount. The Group also enters into derivative contracts with counterparties, which create an exposure through the life of those contracts. These derivative contracts are vanilla in nature and cash collateral is paid and/or received on a daily basis. While some of these amounts may be material, the counterparties are all regulated institutions with investment grade credit ratings assigned by international credit rating agencies and fall within the large exposure limits set by regulatory requirements. Counterparty credit risk can arise from such treasury investments and off-balance sheet activities, which are typically sub-categorised as counterparty credit risk. The credit quality of the counterparties with whom the Group places deposits, whose debt securities the Group holds, and with whom the Group transacts, is continuously monitored by the credit committee within the Group against established limits. All treasury assets were classified as level 1 assets and no treasury assets were past due or impaired as at 30 June 2024 and the Group deems the likelihood of default across the respective asset counterparties as immaterial. The Group holds a significant portion of its liquidity as cash and balances at the Bank of England (£2,168.6 million of £4,598.8 million treasury assets as at 30 June 2024). There can, however, be no assurance that the Group would not incur financial loss if any such counterparties were to default or fail.

Notwithstanding that the Group takes steps to mitigate this risk, counterparty credit risk could adversely affect the Group’s business, financial condition, results of operations and/or prospects.

Market risk

Market risk is the risk arising from adverse movements in market prices, profit and loss or interest rates, given long or short positions in impacted assets and/or liabilities, assets that are subjected to mark to market valuation treatment, or interest rate risk in the banking book (“IRRBB”).

The Group’s policy is to match repricing characteristics of assets and liabilities, through natural hedging in ordinary business activities where possible, or by the use of interest rate swaps to secure the margin on its loans and advances to customers and minimize the exposure to a change in interest rates. Despite these measures, there can be no assurance that the Group’s financial performance will not be adversely affected by unforeseen events relating to interest rate risk in the future. Interest income is a substantial proportion of the Group’s revenues and movements in interest rates, which are impacted by factors outside of the Group’s control, including the fiscal and monetary policies of governments and central banks, as well as UK and international political and economic conditions, have the potential to materially affect the Group’s earnings.

IRRBB refers to the current or prospective risk to Aldermore Bank PLC’s (the “Bank”) capital and earnings arising from adverse movements in interest rates that affect the Bank’s banking book positions. The Bank does not operate a trading book. When interest rates change, the present value and timing of future cash flows change. There are three main sub-types of IRRBB: (i) gap risk, (ii) basis risk, and (iii) customer optionality risk (e.g. prepayment, early access and pipeline risk). Additionally, credit spread risk in the banking book (“CSRBB”) is measured and managed (e.g. swap spread risk). The Group has a restricted appetite for foreign exchange risk. It avoids large open positions and sets individual currency limits to mitigate the risk. There is a risk that this limit is not adhered to. This would mean the Group could be holding a large open position in foreign exchange risk, which would then be susceptible to adverse moves in the currency markets.

Tax risk

Tax risk is the risk of loss arising from changes in tax legislation or practice or the Group’s interpretation or application of applicable tax legislation materially differing from the interpretation or application of

such tax legislation by the relevant tax authorities. Changes in the basis of taxation, including as a result of government policy changes, could materially impact the Group's performance or performance of its obligations under the Notes. In addition, the Group is subject to periodic tax audits which could result in additional tax assessments relating to past periods of up to six years being made. Any such assessments could be material, which might also adversely affect the Group's businesses, results of operations and financial position.

Climate risk

The risks associated with climate change continue to be a key focus area, both in the UK and internationally. This comes from governments, regulators, activist organisations and large sections of society, including the Group's various stakeholder groups, and the Group's Climate Risk Framework outlines the Group's approach to the management of climate-related risks.

Climate risk arises from two primary channels. Firstly, climate change is associated with the physical risks related to climate change. Physical risks are considered as chronic (e.g. changes in precipitation patterns and temperatures); and acute (e.g. increased severity of extreme weather events such as floods). Chronic and acute physical risk could result in reduced property values and stranded assets and affect the creditworthiness of borrowers. There could also be operational issues resulting from the physical impacts of climate change, including to supply chains.

Secondly, the Group is exposed to transition risk from the shift to a low-carbon economy. Transition risk can be driven by changes to policy, shifting consumer preferences (market risk), and technological advancements, all of which can impact asset values and create credit exposure as risks materialise. Increased security on firms' activities and claims also creates reputational risk.

The Group continues to integrate climate risk into its Enterprise Risk Management Framework, seeking to ensure that the Group is well placed to deliver on its climate-related commitments and meet the expectations of key stakeholders. Integration activity has included incorporating climate-related provisions into certain risk frameworks / policies and integrating climate risk metrics into risk reporting. The materialisation of such risks could adversely affect the Group's business, financial condition, and prospects.

Strategic execution and competition risk

The competitive environment within which the Group operates is increasingly demanding, with more pressure to respond to the evolving needs of customers and to maintain relevance. The Group operates in a competitive environment, competing with both established firms and newer entrants in the market, which influences product pricing process. Product pricing takes into account the risk and returns. There is potential for market consolidation and new entrants in the future. The Group continues to strengthen its focus on its core markets and tailor its offering to segments aligned to its strategy. However, any failure of the Group to maintain a competitive product offering could adversely affect the Group's business, financial condition, results of operations and prospects.

The Group is vulnerable to strategic execution risk, which is the risk that the Group is unable to execute strategic initiatives required to deliver its agreed business strategy and plan. The Group is required to apply the necessary focus, capabilities and capacity to delivering its strategic initiatives. Failure to do so could adversely affect the Group's business, financial condition, results of operations and prospects.

Model risk

Model risk is the potential loss due to business decisions based on models with development, implementation or use errors. Since the Group employs a range of models for strategic planning, operational decision-making, and internal risk quantification, it is exposed to model risk, which may result in poor business decisions, financial loss or the misstatement of market disclosures. The Model Risk Management Function is responsible for the oversight of the overall model risk profile of the Group. Model risk is managed through the Model Risk Management Framework that includes, among others, assigning a model risk tier based on materiality and inherent risk to the Group and performing independent model validations to assess the model compliance with the Model Risk Management Framework requirements, identify model limitations and apply mitigants when required. Despite these

efforts, the Group remains vulnerable to the consequences of model errors or flawed use of modelled outputs, which could adversely affect the Group's businesses, results of operations and financial position.

Operational risks

Operational risk

Operational risk is the risk of loss resulting from inadequate or failed internal processes, people and systems or from external events. The Group is exposed to various operational risks through its day-to-day operations, all of which have the potential to result in financial loss or adverse impact to the Group's reputation, business operations, financial condition, or regulatory status. Operational risk management within the Group is designed to ensure that operational risks are assessed, mitigated and reported in a consistent manner. However, despite the Group's risk management framework, there can be no assurance that the Group's financial performance will not be adversely affected should unforeseen events relating to operational risk arise in the future, particularly relating to external factors.

The Group is subject to a number of operational risks which may affect business continuity. Whilst business continuity plans are in place and regularly tested, there can be no assurances that the Group's business, results of operations and future prospects will not be adversely affected by unforeseen events impacting continuity of operations in the future. Such risks include disruption to the Group's infrastructure caused by terrorist acts, other acts of war, damage to the Group's properties (such as by flood or fire), failing public infrastructure systems, pandemic and people risk (as described further in "People risk" below).

Technology, cyber security and data processing risk

A number of the Group's businesses are highly reliant on their information technology ("IT") infrastructure in their daily operations, with all of the Group's businesses reliant on the existence of secure and stable technological platforms and the secure transmission of confidential information. Failure to maintain and update robust IT infrastructure across the Group's businesses could disrupt its business, result in service outages and the disclosure of confidential information and the loss, theft or corruption of personal and other data, result in increased fraudulent activity on customer accounts and customer detriment (leading to increased costs of remediation) and create significant financial and/or legal and/or regulatory exposure. In addition, a temporary shutdown of the Issuer's information systems could result in costs that are incurred for information retrieval and verification. The occurrence of any prolonged failures or interruptions in the Issuer's IT systems and operations infrastructure could have a materially adverse effect on the Issuer's business, financial condition and/or results of operations.

The Group monitors the performance of its systems and its material outsourced arrangements. Cyber threats continue to evolve, with increased sophistication and monetisation of cybercrime. Strategically, as the Group progresses to more cloud-based solutions there is an increased risk across both third and fourth party suppliers (the latter being suppliers that third party suppliers contract with to provide the Group with a service), which will require enhanced resilience and close monitoring, to ensure it continues to meet regulatory expectations, maintain its important business services and limit harm to both customers and financial markets. The overall threat environment has increased for cyber risk across the financial sector. In turn, the Group is focused on ensuring enhanced resilience against this threat, through heightened defences and collaboration with external security experts. Despite these measures, there can be no assurances that the Group's businesses will not be adversely affected by unforeseen events relating to technology risk in the future.

Third-party vendors provide key components of the Group's business infrastructure. Third-party risk management processes are embedded, when entering into, monitoring, assuring and exiting from supplier and outsourcing relationships. However, any problems caused by these third parties, including as a result of them not providing the Group their services for any reason or them performing their services poorly, could adversely affect the Group's ability to deliver products and services to customers and otherwise to conduct business. Replacing these third-party vendors could also entail significant delays and expense.

The Group is subject to regulation regarding the use of personal data, including that of its customers. The Group processes personal customer data (including name, address and bank details) as part of its business, some of which may be sensitive personal data, and therefore must comply with strict data protection and privacy laws and regulations. Such laws restrict the Group's ability to collect and use

personal information relating to customers and potential customers including the use of that information for marketing purposes. The Group seeks to ensure that procedures are in place to ensure compliance with the relevant data protection regulations by its employees and any third-party service providers, and also implements security measures to help prevent cyber-crime. Notwithstanding such efforts, the Group is exposed to the risk that this data could be wrongfully appropriated, lost or disclosed, stolen or processed in breach of data protection and privacy laws and regulations. If the Group or any of the third-party service providers on which it relies fails to store or transmit customer information in a secure manner, or if any loss of personal customer data were otherwise to occur, the Group could be subject to investigative or enforcement action by relevant regulatory authorities and could face liability and significant financial penalties under data protection and privacy laws and regulations.

Financial crime risk

The Group is exposed to the risk of legal or regulatory sanctions, material financial loss, or loss to reputation as a result of a failure to comply with applicable laws and regulations (including sanctions), or as a result of the Group's activities being used by criminals for the purposes of money laundering, terrorist financing, bribery and corruption and fraud. In addition to this, the PRA, the Bank of England and the FCA continue to focus on the operational resilience of firms and financial markets infrastructures. Internal and external actors may target the Group's systems or information to perpetrate fraud. Operational processes are designed to prevent, detect and respond to fraud attempts. Antifraud controls are continually enhanced following a risk-based approach to limit the potential impact on the Group and its customers. However, occurrence of fraud could expose the Group to risk of loss, adverse regulatory consequences or litigation, each of which could have a material adverse effect on the business, operations and prospects of the Group. The Group maintains an ongoing review of its financial crime risk and controls framework with a view to ensuring that it remains fit for purpose and continues to evolve to provide strong systems and controls to prevent financial crime. Despite these measures, the Group remains exposed to the risk of regulatory action or financial loss as a result of financial crime.

People risk

People risk refers to the potential challenges and vulnerabilities that can arise from the actions, decisions, and behaviours of the Group's people.

The Group must ensure that teams are resourced effectively and that it can retain the right skills, knowledge and capabilities needed to deliver its strategic, commercial and operational objectives. The organisation must attract, develop and retain high-calibre talent, particularly at senior management levels, with clear lines of accountability and succession planning in place to mitigate the risks associated with attrition. Performance and remuneration practices which promote behaviours that contribute to the long-term success and sustainability of the organisation are required. Furthermore, the Group's people are made aware of, and must adhere to, appropriate standards of behaviour and conduct that protect the interests of colleagues, customers, and shareholders. An open and inclusive culture is promoted at all levels to allow for diversity of thought, innovation and speaking up when things go wrong, ensuring risks and issues are highlighted and addressed.

To manage these risks, the Group has in place clear policies, procedures and practices that promote talent retention, capability development, sustainable long-term performance, responsible risk management and appropriate behaviours. Despite these measures, there can be no assurances that the Group will continue to be able to attract and retain certain key teams and individuals. A failure to attract, or the loss of, such key personnel could adversely affect the Group's businesses, results of operations and financial position.

Risks relating to benchmark reform

The market continues to develop in relation to SONIA, SOFR and €STR as reference rates for Floating Rate Notes

Development of risk-free rates and market

Investors should be aware that the market continues to develop in relation to risk-free rates, such as SONIA, SOFR and €STR, as reference rates in the capital markets for sterling, U.S. dollar or euro bonds, as applicable, and their adoption as alternatives to the relevant interbank offered rates. This relates not only to the substance of the calculation and the development and adoption of market infrastructure for

the issuance and trading of bonds referencing such rates, but also how widely such rates and methodologies might be adopted.

SONIA has been recently reformed and SOFR and €STR are relatively newly established risk-free rates. Therefore, such risk-free rates have a limited performance history and the future performance of such risk-free rates may be difficult to predict. As a consequence, no future performance of such risk-free rates or Notes referencing such risk-frees rate may be inferred from any of the hypothetical or actual historical performance data. In addition, investors should be aware that risk-free rates may behave materially differently to interbank offered rates as interest reference rates. Furthermore, SOFR is a secured rate that represents overnight secured funding transactions, and therefore will perform differently over time to an unsecured rate. For example, since publication of SOFR began, daily changes in SOFR have, on occasion, been more volatile than daily changes in comparable benchmarks or other market rates.

Calculation of Interest

Interest is calculated on the basis of the compounded risk-free rate e.g. Compounded Daily SONIA, which is calculated using the relevant specific formula set out in the Conditions, not the risk-free rate published on or in respect of a particular date during the relevant Interest Period or Observation Period, as applicable. For this and other reasons, the interest rate on the Notes will not be the same as the interest rate on other investments linked to the risk-free rate that use an alternative basis to determine the applicable interest rate.

In addition, market conventions for calculating the interest rate for Notes referencing risk-free rates continue to develop and market participants and relevant working groups continue to explore alternative reference rates based on risk-free rates, including applying term versions of certain risk-free rates (which seek to measure the market's forward expectation of an average of these references rates over a designated term, as they are overnight rates) or different measures of such risk-free rates. The market or a significant part thereof may adopt an application of risk-free rates that differs significantly from that set out in the Conditions and used in relation to Floating Rate Notes that reference such risk-free rates issued pursuant to this Base Prospectus. If the relevant risk-free rates do not prove to be widely used in securities such as the Notes, the trading price of such Notes linked to such risk-free rates may be lower than those of Notes referencing rates that are more widely used. The Issuer may in the future also issue Notes referencing risk-free rates that differ materially in terms of interest determination when compared with any previous Notes referencing risk-free rates issued under the Programme.

Interest on Notes which reference a risk-free rate is only capable of being determined immediately prior to the relevant Interest Payment Date. It may be difficult for investors in Notes which reference risk-free rates to reliably estimate the amount of interest which will be payable on such Notes. Further, if the Notes become due and payable pursuant to an event of default under Condition 14 (Events of Default), or are otherwise redeemed early on a date which is not an Interest Payment Date, the Rate of Interest payable for the final period up to the redemption of the Notes shall be determined on the date the Notes become due and payable and shall not be reset thereafter.

Each risk-free rate is published and calculated by third parties based on data received from other sources and the Issuer has no control over their respective determinations, calculations or publications. There can be no guarantee that the relevant risk-free rate (or the SOFR Compounded Index or SONIA Compounded Index) will not be discontinued or fundamentally altered in a manner that is materially adverse to the interests of investors in Notes linked to or which reference such risk-free rate (or that any applicable benchmark fallback provisions provided for in the Conditions will provide a rate which is economically equivalent for Noteholders). None of the Bank of England, the Federal Reserve or the European Central Bank have an obligation to consider the interests of Noteholders in calculating, adjusting, converting, revising or discontinuing the relevant risk-free rate (or the SOFR Compounded Index or SONIA Compounded Index). If the manner in which the relevant risk-free rate is calculated is changed, that change may result in a reduction of the amount of interest payable on such Notes and the trading prices of such Notes.

Market adoption

The market or a significant part thereof may adopt an application of risk-free rates that differs significantly from that set out in the Conditions and used in relation to the Notes that reference a risk-free rate issued under this Base Prospectus. Investors should carefully consider how any mismatch

between the adoption of such reference rates in the bond, loan and derivatives markets may impact any hedging or any other financial arrangements which they may put in place in connection with any acquisition, holding or disposal of any Notes.

Changes or uncertainty in respect of EURIBOR and/or other interest rate benchmarks may affect the value or payment of interest under the Notes

Various interest rate benchmarks (including the Euro Interbank Offered Rate (“EURIBOR”)) are the subject of on-going national and international regulatory guidance and proposals for reform. Some of these reforms are already effective, including the UK BMR and Article 36 of Regulation (EU) 2016/1011 (the “EU BMR”), whilst others are still to be implemented.

The EU BMR and the UK BMR contain requirements with respect to the provision of a wide range of benchmarks (including EURIBOR), the contribution of input data to a benchmark and the use of a benchmark within the European Union and the UK, respectively. In particular, the EU BMR and the UK BMR, among other things, (a) require benchmark administrators to be authorised or registered (or, if non-EU based or non-UK based, as applicable, to be subject to an equivalent regime or otherwise recognised or endorsed) and to comply with extensive requirements in relation to the administration of benchmarks and (b) prevent certain uses by EU-supervised entities or UK-supervised entities, as applicable, of benchmarks of administrators that are not authorised or registered (or, if non-EU based or non-UK based, as applicable, deemed equivalent or recognised or endorsed). The euro risk free-rate working group for the euro area (the “Working Group”) has published a set of guiding principles for fallback provisions in new euro denominated cash products (including bonds). The guiding principles indicate, among other things, that continuing to reference EURIBOR in relevant contracts (without robust fallback) may increase the risk to the euro area financial system. The recommended fallback triggers include both cessation and pre-cessation triggers, including, inter alios, permanent cessation, non-representativeness and (potentially) unlawfulness triggers (the Working Group recommended against a material change in the EURIBOR methodology as defined by the European Money Markets Institute being an automatic trigger). On 4 December 2023, the Working Group issued its final statement, announcing completion of its mandate, however, ESMA will continue to monitor developments in the EU benchmarks landscape. For debt securities, based on support for the proposals from the public consultation and issuances already observed in the capital markets, the Working Group recommended the replacement rate to be €STR with a backward-looking lookback period methodology (with an observation shift methodology, although use of the lag approach was considered a robust alternative) and applying an adjustment spread based on a five-year historical median methodology.

These reforms and other pressures may cause one or more interest rate benchmarks to disappear entirely, to perform differently than in the past (as a result of a change in methodology or otherwise), create disincentives for market participants to continue to administer or participate in certain benchmarks or have other consequences which cannot be predicted. Any of the above changes or any other consequential changes as a result of international or national reforms or other initiatives or investigations, could have a material adverse effect on the value of and return on any Notes linked to, referencing, or otherwise dependent (in whole or in part) upon, a benchmark.

Based on the foregoing, prospective investors should in particular be aware that:

(a) any of these reforms or pressures described above or any other changes to a relevant interest rate benchmark (including EURIBOR) could affect the level of the published rate, including to cause it to be lower and/or more volatile than it would otherwise be; and

(b) if EURIBOR is discontinued or is otherwise unavailable, then in circumstances where an amendment as described in paragraph (c) below has not been made at the relevant time, the rate of interest on the Notes will be determined for a period by the fall-back provisions provided for under Condition 5(d) (Fallback – Mid-Swap Rate) or Condition 6(c) (Screen Rate Determination – Floating Rate Notes other than Floating Rate Notes referencing SONIA, SOFR or €STR) of the Conditions or as otherwise specified in the relevant Final Terms, although such provisions, in cases where they are dependent in part upon the provision by reference banks of offered quotations for leading banks in the Euro-zone interbank market, may not operate as intended (depending on market circumstances and the availability of rates information at the relevant time) and may in certain circumstances result in the effective application of a fixed rate

based on the rate which applied in the previous period when EURIBOR was available. See “Fallbacks under the Conditions of the Notes” below for more details; and

(c) while an amendment may be made under Condition 9(a) (Benchmark Discontinuation – Reference Rates other than a SOFR Reference Rate) of the Conditions to change the base rate on the Notes from EURIBOR to an alternative base rate under certain circumstances broadly related to EURIBOR dysfunction or discontinuation and subject to certain conditions being satisfied, there can be no assurance that any such amendment will be made or, if made, that it (i) will fully or effectively mitigate all relevant interest rate risks or result in an equivalent methodology for determining the interest rates on the Notes or (ii) will be made prior to any date on which any of the risks described in this risk factor may become.

Moreover, any of the above matters (including an amendment to change the base rate of a series of Notes as described in paragraph (c) above) or any other significant change to the setting or existence of EURIBOR or any other relevant interest rate benchmark could affect the ability of the Issuer to meet its obligations under the Notes and/or could have a material adverse effect on the value or liquidity of, and the amount payable under, the Notes. Changes in the manner of administration of EURIBOR or any other relevant interest rate benchmark could result in adjustment to the Conditions, discretionary valuation by the Calculation Agent, or other consequences in relation to the Notes. No assurance may be provided that relevant changes will not occur with respect to EURIBOR or any other relevant interest rate benchmark and/or that such benchmarks will continue to exist. Investors should consider these matters and consult their own independent advisers when making their investment decision with respect to the potential risks imposed by the EU BMR and UK BMR, as applicable, or any of the international or national reforms and the possible application of the benchmark replacement provisions of Notes in making any investment decision with respect to any Notes referencing a benchmark..

Fallbacks under the Conditions of the Notes

The Conditions of the Notes provide for certain fallback arrangements in the event that a published benchmark, including an inter-bank offered rate such as EURIBOR or other relevant reference rates (including, without limitation, mid-swap rates and any page on which such benchmark may be published), becomes unavailable. Where the Rate of Interest is to be determined by reference to the Relevant Screen Page and the Relevant Screen Page is not available or the relevant rate does not appear on the Relevant Screen Page, the Conditions of the Notes provide for the Rate of Interest to be determined by the Calculation Agent by reference to quotations from banks communicated to the Calculation Agent.

Where such quotations are not available (as may be the case if the relevant banks are not submitting rates for the determination of such Original Reference Rate), the ultimate fallback for the purposes of calculation of interest for a particular Interest Period may result in the rate of interest for the last preceding Interest Period being used. This may result in the effective application of a fixed rate for Floating Rate Notes based on the rate applied in the prior Interest Period or, in the case of Reset Notes, the application of the Reset Rate of Interest for a preceding Reset Period or, as the case may be, the application of the Initial Rate of Interest applicable to such Notes on the Interest Commencement Date. Uncertainty as to the continuation of the Original Reference Rate, the availability of quotes from reference banks, and the rate that would be applicable if the Original Reference Rate is discontinued may adversely affect the value of, and return on, the Notes.

Benchmark Events in respect of an Original Reference Rate (other than SOFR)

If a Benchmark Event (which, amongst other events, includes the permanent discontinuation of an Original Reference Rate) occurs in relation to an Original Reference Rate (other than SOFR), the Issuer shall use its reasonable endeavours to appoint an Independent Adviser, and will determine, in consultation with such Independent Adviser (if any), a Successor Rate or Alternative Rate (and, in either case, an Adjustment Spread) to be used in place of the Original Reference Rate. The use of any such Successor Rate or Alternative Rate, together with an Adjustment Spread, to determine the Rate of Interest will result in Notes linked to or referencing the Original Reference Rate performing differently (which may include payment of a lower Rate of Interest) than they would do if the Original Reference Rate were to continue to apply in its current form.

In particular, any such Adjustment Spread may not be effective to reduce or eliminate the relevant prejudice to the Noteholders and Couponholders.

Furthermore, if a Successor Rate or Alternative Rate (and, in either case, an Adjustment Spread) is determined by the Issuer, in consultation with the Independent Adviser (if any), the Conditions of the Notes provide that the Issuer may vary the Conditions of the Notes, as necessary to ensure the proper operation of such Successor Rate or Alternative Rate (and Adjustment Spread), without any requirement for consent or approval of the Noteholders and each Noteholder and Couponholder shall be bound by such amendments or such other changes. Prospective investors should note that the Issuer is liable for the payment of interest due under the Notes on the one hand and, on the other hand, may determine the necessary adjustments to the interest rate in case of a Benchmark Event. The interests of the Issuer may therefore conflict with the interests of the Noteholders when making such determinations, which could negatively impact the return on investment for Noteholders if the Alternative Rate or the Successor Rate are determined in a manner which is not favourable to the Noteholders.

Where the Issuer is unable to determine a Successor Rate or Alternative Rate and, in either case, an Adjustment Spread (or the formula or methodology for determining such Adjustment Spread) before the next Interest Determination Date, the Rate of Interest for the next succeeding Interest Period shall be determined in accordance with the fallback provisions referenced in Condition 9(a)(i) (Independent Adviser). Applying the applicable fallback provisions will result in Notes linked to or referencing the relevant benchmark performing differently (which may include payment of a lower Rate of Interest) than they would do if the relevant benchmark were to continue to apply, or if a Successor Rate or Alternative Rate and, in either case, an Adjustment Spread could be determined.

Where the Issuer has failed to determine a Successor Rate or Alternative Rate and, in either case, an Adjustment Spread in respect of any given Interest Period, the Issuer will continue to attempt to determine a Successor Rate or Alternative Rate and, in either case, an Adjustment Spread to apply the next succeeding and any subsequent Interest Periods, as necessary.

Benchmark Transition Events in respect of the then current Benchmark may occur where the Reference Rate for the Notes is SOFR

Where the Reference Rate applicable to the Notes is SOFR, if a Benchmark Transition Event and its related Benchmark Replacement Date occur with respect to the then-current Benchmark (which initially means SOFR), the Benchmark Replacement will replace the then current Benchmark for all purposes relating to the relevant Notes in respect of all determinations on such date and for all determinations on all subsequent dates. The use of any Benchmark Replacement to determine the Rate of Interest is likely to result in Notes linked to or referencing the then current Benchmark performing differently (which may include payment of a lower Rate of Interest) than they would do if then current Benchmark were to continue to be linked or referenced. In addition, the market (if any) for Notes linked to any such Benchmark Replacement may be less liquid than the market for Notes linked to the then current Benchmark.

Furthermore, if a Benchmark Replacement for the then current Benchmark is determined by the Issuer or its designee, the Conditions provide that the Issuer or its designee may make Benchmark Replacement Conforming Changes that the Issuer or its designee decide may be appropriate to reflect the adoption of such Benchmark Replacement in a manner substantially consistent with market practice, without any requirement for consent or approval of the Noteholders and each Noteholder and Couponholder shall be bound by such Benchmark Replacement Conforming Changes or other changes or amendments. Prospective investors should note that the Issuer is liable for the payment of interest due under the Notes on the one hand and, on the other hand, may determine the necessary adjustments to the interest rate in case of a Benchmark Transition Event. The interests of the Issuer may therefore conflict with the interests of the Noteholders when making such determinations which could negatively impact the return on investment for Noteholders if the Benchmark Replacement is determined in a manner which is not favourable to the Noteholders.

If a Benchmark Replacement is determined by the Issuer or its designee, the Conditions also provide that Benchmark Replacement Adjustments (as defined in the Conditions) may be applied to such Benchmark Replacement. The application of the Benchmark Replacement Adjustments to the Notes may result in the Notes performing differently (for example, paying a lower interest rate, trading at a lower market price and/or paying a lower yield) than they would do if the then current Benchmark were to continue to apply.

Where the Issuer or its designee are unable to determine the Rate of Interest for the relevant Interest Period before the next Interest Determination Date or Reset Determination Date, the Rate of Interest for the next succeeding Interest Period shall be determined in accordance with the fallback provisions referenced in Condition 9(b) (Effect of Benchmark Transition Event - SOFR). Applying the applicable fallback provisions will result in Notes linked to or referencing the relevant benchmark performing differently (which may include payment of a lower Rate of Interest) than they would do if the relevant benchmark were to continue to apply, or if a Benchmark Replacement could be determined.

Floating Rate Notes may yield fixed rate returns

If any Reference Rate is discontinued permanently and the Issuer, for any reason, is unable to determine any Successor Rate, Alternative Rate, Adjustment Spread or (in the case of Notes for which the Reference Rate is SOFR) Benchmark Replacement, the Rate of Interest may revert to the Rate of Interest applicable as at the last preceding Interest Determination Date before such Reference Rate was discontinued, and such Rate of Interest will continue to apply until maturity. This will result in the Floating Rate Notes, in effect, becoming Fixed Rate Notes.

Risks relating to a particular structure of Notes

A wide range of Notes may be issued under the Programme and some Notes may have features which contain particular risks for potential investors. Set out below is a description of certain risks relating to particular structures of Notes:

The obligations of the Issuer in respect of Tier 2 Capital Notes are unsecured and subordinated

The Tier 2 Capital Notes will constitute unsecured and subordinated obligations of the Issuer. On a Winding-Up of the Issuer, all claims in respect of the Tier 2 Capital Notes will rank junior to all Senior Claims. If, on a liquidation of the Issuer, the assets of the Issuer are insufficient to enable the Issuer to repay the claims of more senior-ranking creditors in full, the Holders will lose their entire investment in the Tier 2 Capital Notes. If there are sufficient assets to enable the Issuer to pay the claims of more senior-ranking creditors in full but insufficient assets to enable it to pay claims in respect of its obligations in respect of the Tier 2 Capital Notes and all other claims that rank pari passu with the Tier 2 Capital Notes in full, Holders will lose some (which may be substantially all) of their investment in the Tier 2 Capital Notes.

The ranking of the Tier 2 Capital Notes in a Winding-Up is also likely to affect the amounts (if any) received by Holders in the event that the Issuer or the Tier 2 Capital Notes become subject to the SRR or write-down and conversion powers under the Banking Act, as losses in such a scenario would be expected to be borne by creditors according to their hierarchy in a Winding-Up of the Issuer.

For the avoidance of doubt, the Holders of Tier 2 Capital Notes shall, in a liquidation of the Issuer, have no claim in respect of the surplus assets (if any) of the Issuer remaining in any liquidation following payment of all amounts due in respect of the liabilities of the Issuer.

Although the Tier 2 Capital Notes may pay a higher rate of interest than securities which are not subordinated, there is a substantial risk that investors in the Tier 2 Capital Notes will lose all or some of the value of their investment should the Issuer become insolvent or subject to any of the resolution tools or the write-down or conversion powers in the Banking Act, since its assets would be available to pay such amounts only after all of its more senior-ranking creditors have been paid in full.

Subject to complying with applicable regulatory requirements, the Issuer expects from time to time to incur additional indebtedness or other obligations that will constitute senior and subordinated indebtedness, and the Conditions of the Notes do not contain any provisions restricting the ability of the Issuer or its subsidiaries to incur senior or subordinated indebtedness.

Holders of the Tier 2 Capital Notes are also subject to the provisions of the Banking Act relating to, inter alia, the write down or conversion of capital instruments and the bail-in of liabilities as described under "Mandatory write-down and conversion of capital instruments may affect the Tier 2 Capital Notes" and "The Bank of England may exercise various powers under the UK resolution regime".

The obligations of the Issuer in respect of Senior Notes are unsecured

The Senior Notes will constitute unsecured and unsubordinated obligations of the Issuer and constitute ordinary non-preferential debt of the Issuer for the purposes of the Insolvency Act. While the Senior Notes will rank pari passu without any preference among themselves and (save for certain obligations required to be preferred by law) at least equally with all other unsecured and unsubordinated obligations from the Issuer from time to time outstanding, certain obligations of the Issuer are afforded preferential status under mandatory provisions of applicable insolvency laws.

If, on a liquidation of the Issuer, the assets of the Issuer are insufficient to enable the Issuer to repay the claims of more senior-ranking creditors in full, the Holders will lose their entire investment in the Senior Notes. If there are sufficient assets to enable the Issuer to pay the claims of more senior-ranking creditors in full but insufficient assets to enable it to pay claims in respect of its obligations in respect of Senior Notes and all other claims that rank pari passu with the Senior Notes in full, Holders will lose some (which may be substantially all) of their investment in the Senior Notes.

For the avoidance of doubt, the Holders of Senior Notes shall, in a liquidation of the Issuer, have no claim in respect of the surplus assets (if any) of the Issuer remaining in any liquidation following payment of all amounts due in respect of the liabilities of the Issuer.

Holders of the Senior Notes are also subject to the provisions of the Banking Act relating to, inter alia, bail-in of liabilities as described under “The Bank of England may exercise various powers under the UK resolution regime”.

Holders have no right to require the redemption of Notes prior to their maturity

The Issuer is under no obligation to redeem or repurchase any Notes at any time prior to their stated Maturity Date and the Holders of such Notes will have no right to require the Issuer to redeem or purchase such Notes at any other time. Furthermore, any redemption, purchase, substitution or variation of any Notes by the Issuer will be subject to any requisite Supervisory Permission and to compliance with (in the case of Tier 2 Capital Notes) prevailing Regulatory Capital Requirements or (in the case of Senior Notes) prevailing Loss Absorption Regulations. Holders may not be able to sell their Notes in the secondary market (if at all) at a price equal to or higher than the price at which they purchased their Notes. Accordingly, investors in the Notes should be prepared to hold their Notes for a significant period of time.

Holders of the Notes will have limited remedies

The remedies available to Holders of Notes are limited. Holders may not at any time demand repayment or redemption of the Notes, including that they will have no right to accelerate the Notes outside a Winding-Up of the Issuer. In a Winding-Up, the Holders will have a claim for an amount equal to the principal amount of the Notes plus any accrued and unpaid interest.

The sole remedy in the event of any non-payment of principal or interest under the Notes, subject to certain conditions as described in Condition 14 (Events of Default), is that the Trustee, on behalf of the Holders may, in its discretion, or shall at the direction of an Extraordinary Resolution of Holders or in writing by the Holders of at least one quarter of the aggregate principal amount of the outstanding Notes, subject to applicable laws, institute proceedings for the winding-up of the Issuer and/or claim and/or prove for any payment obligations of the Issuer arising under the Notes in any Winding-Up of the Issuer.

The remedies under the Notes are more limited than those typically available to the Issuer's unsubordinated creditors. For further details regarding the limited remedies of the Trustee and the Holders, see Condition 14 (Events of Default).

Waiver of set-off, etc.

The Holders of Notes waive any rights of set-off, compensation, counterclaim, retention or netting in relation to the Notes insofar as permitted by applicable law. Therefore, Holders of the Notes will not be entitled (subject to applicable law) to set-off the Issuer's obligations under the Notes against obligations owed by them to the Issuer, or exercise any rights of counterclaim or any contractual netting rights (if any) in respect of the Issuer's obligations under the Notes.

The terms of certain Notes may be modified, or certain Notes may be substituted, by the Issuer without the consent of the Holders in certain circumstances, subject to certain restrictions

Unless the relevant substitution and variation provisions are marked “Not Applicable” in the relevant Final Terms, in the event of certain specified events relating to taxation (a Tax Event in respect of a Series of Notes) or following the occurrence of a Capital Disqualification Event in respect of a Series of Tier 2 Capital Notes or a Loss Absorption Disqualification Event in respect of a Series of Senior Notes, the Issuer may (subject to certain conditions) at any time substitute all (but not some only) of the Notes of such Series for, or vary the terms of the Notes of such Series so that they remain or become (as applicable), Qualifying Tier 2 Securities or Loss Absorption Compliant Notes, as applicable, without the consent of the Holders.

Qualifying Tier 2 Securities and Loss Absorption Compliant Notes must have terms not materially less favourable to Holders than the terms of the relevant Series of Notes, as reasonably determined by the Issuer in consultation with an investment bank or financial adviser of international standing. However, there can be no assurance that, due to the particular circumstances of a Holder of Notes, such Qualifying Tier 2 Securities or Loss Absorption Compliant Notes will be as favourable to each investor in all respects or that, if it were entitled to do so, a particular investor would make the same determination as the Issuer as to whether the terms of the Qualifying Tier 2 Securities or Loss Absorption Compliant Notes are not materially less favourable to holders than the terms of the Notes. Further, any direct tax consequences of such substitution or variation will be borne by the Holders, and the subsequent tax and stamp duty consequences could be different for Holders of Qualifying Tier 2 Securities or Loss Absorption Compliant Notes than in respect of their original holding of Notes.

The Notes may be subject to early redemption at the option of the Issuer and upon the occurrence of certain tax and regulatory events, subject to certain conditions being met

Subject to obtaining prior Supervisory Permission and to compliance, in the case of Tier 2 Capital Notes, with prevailing Regulatory Capital Requirements and, in the case of Senior Notes, with Loss Absorption Regulations, the Issuer may, at its option, redeem all (but not some only) of such Series of Tier 2 Capital Notes or such Series of Senior Notes at any time (a) at their principal amount or such other amount as may be specified in the relevant Final Terms (in the case of Senior Notes and if “Senior Notes: Loss Absorption Disqualification Event Redemption” is specified to be “Applicable” in the relevant Final Terms) upon the occurrence of a Loss Absorption Disqualification Event in respect of such Series of Senior Notes or (in the case of Tier 2 Capital Notes) upon the occurrence of a Capital Disqualification Event in respect of the such Series of Tier 2 Capital Notes; or (b) at their Early Redemption Amount (Tax) upon the occurrence of a Tax Event in respect of the relevant Series of Notes, in each case together with any accrued but unpaid interest to (but excluding) the date fixed for redemption.

In addition, if “Call Option” is specified to be “Applicable” in the relevant Final Terms, subject to obtaining prior Supervisory Permission and to compliance, in the case of Tier 2 Capital Notes, with the prevailing Regulatory Capital Requirements and, in the case of Senior Notes, with the prevailing Loss Absorption Regulations, the Issuer may, at its option redeem all or, if so specified in the relevant Final Terms, some only, of the relevant Series of Notes on any Optional Redemption Date (Call) at (i) the specified amount, or percentage of the principal amount of the Notes stated in the Final Terms; or (ii) if so specified in the relevant Final Terms, the Non-Sterling Make-Whole Amount or the Sterling Make-Whole Amount, in each case together with any accrued but unpaid interest to (but excluding) the date fixed for redemption.

Furthermore, if (i) “Clean-up Call Option” is specified to be “Applicable” in the relevant Final Terms; and (ii) the Clean-up Call Minimum Percentage of the principal amount outstanding of the relevant Series of Notes originally issued has been redeemed (other than Notes redeemed at the Non-Sterling Make-Whole Amount or the Sterling Make-Whole Amount, in each case if such amount is higher than the

Clean-up Call Option Amount specified in the relevant Final Terms), subject to obtaining prior Supervisory Permission and to compliance, in the case of Tier 2 Capital Notes, with the prevailing Regulatory Capital Requirements and, in the case of Senior Notes, with the prevailing Loss Absorption Regulations, the Issuer may at its option, from (and including) the Clean-up Call Effective Date, (if the Notes are Floating Rate Notes) on any Interest Payment Day or (if the Notes are not Floating Rate Notes) at any time redeem all (but not some only) of the remaining Notes of such Series then outstanding at the Clean-up Call Option Amount, together with any accrued but unpaid interest to (but excluding) the date fixed for redemption.

An optional redemption feature is likely to limit the market value of such Notes. During any period when the Issuer may elect to redeem the Notes, the market value of the Notes generally will not rise substantially above the price at which they can be redeemed, and this may also be the case prior to any such period. Further, during periods when there is an increased likelihood, or perceived increased likelihood, that such Notes will be redeemed early, the market value of the Notes may be adversely affected.

If the Issuer redeems such Notes in any of the circumstances mentioned above, there is a risk that the Notes may be redeemed at times when the redemption proceeds are less than the current market value of the Notes or when prevailing interest rates may be relatively low, in which latter case Holders may only be able to reinvest the redemption proceeds in securities with a lower yield. Potential investors should consider reinvestment risk in light of other investments available at that time.

It is not possible to predict whether certain of the events referred to above will occur and lead to circumstances in which the Issuer may elect to redeem such Notes, and if so whether the Issuer will satisfy the conditions, or elect, to redeem the Notes. The Issuer may be more likely to exercise its option to redeem the Notes if the Issuer's funding costs would be lower than the prevailing interest rate payable in respect of the Notes. If such Notes are so redeemed, there can be no assurance that Holders will be able to reinvest the amounts received upon redemption at a rate that will provide the same rate of return as their investment in the Notes.

The value of Fixed Rate Notes may be adversely affected by movements in market interest rates

Investment in Fixed Rate Notes involves the risk that if market interest rates subsequently increase above the rate paid on the Fixed Rate Notes, this will adversely affect the value of the Fixed Rate Notes.

The interest rate on Reset Notes will reset on each Reset Date, which can be expected to affect the interest payment on an investment in Reset Notes and could affect the market value of Reset Notes

Reset Notes will initially bear interest at the Initial Rate of Interest until (but excluding) the First Reset Date. On the First Reset Date and each Subsequent Reset Date (if any) thereafter, the interest rate will be reset to the sum of (i) the applicable Mid-Swap Rate, Benchmark Gilt Rate or Reference Bond Rate and (ii) the First Margin or the relevant Subsequent Margin (as applicable) (with the sum of (i) and (ii) converted (if necessary) to a basis equivalent to the frequency with which scheduled interest payments are payable on the relevant Notes) such calculation to be made by the Calculation Agent on the relevant Reset Determination Date (each such interest rate, being a "Subsequent Reset Rate of Interest"). The Subsequent Reset Rate of Interest for any Reset Period could be less than the Initial Rate of Interest or the Subsequent Reset Rate of Interest for prior Reset Periods and could affect the market value of an investment in the Reset Notes.

Fixed/Floating Rate Notes

Fixed/Floating Rate Notes may bear interest at a rate that converts from a fixed rate to a floating rate, or from a floating rate to a fixed rate. The Issuer's ability to convert the interest rate will affect the secondary market and the market value of such Notes since the Issuer may be expected to allow the rate to convert when it is likely to produce a lower overall cost of borrowing. If the Issuer converts from a fixed rate to a floating rate, the spread on the Fixed/Floating Rate Notes may be less favourable than the prevailing spreads on comparable Floating Rate Notes tied to the same reference rate. In addition, the new floating rate at any time may be lower than the rates on other Notes. If the Issuer converts from a floating rate to

a fixed rate, the fixed rate may be lower than then prevailing rates on its Notes and could affect the market value of an investment in the relevant Notes.

Notes where denominations involve integral multiples

In relation to any issue of Notes which have denominations consisting of a minimum Specified Denomination plus one or more higher integral multiples of another smaller amount, it is possible that such Notes may be traded in amounts in excess of the minimum Specified Denomination that are not integral multiples of such minimum Specified Denomination. In such a case, a Holder who (as a result of trading such amounts) holds an amount which is less than the minimum Specified Denomination in its account with the relevant clearing system would not be able to sell the remainder of such holding without first purchasing a principal amount of Notes at or in excess of the minimum Specified Denomination such that its holding amounts to a Specified Denomination. Further, a Holder who, as a result of trading such amounts, holds an amount which is less than the minimum Specified Denomination in its account with the relevant clearing system at the relevant time may not receive a definitive Note in respect of such holding (should definitive Notes be printed or issued) and would need to purchase a principal amount of Notes at or in excess of the minimum Specified Denomination such that its holding amounts to a Specified Denomination. If such Notes in definitive form are issued, holders should be aware that definitive Notes which have a denomination that is not an integral multiple of the minimum Specified Denomination may be illiquid and difficult to trade.

Risks applicable to certain types of Exempt Notes

The Issuer may issue Exempt Notes under the Programme, which may have features which are not contemplated in the section "Terms and Conditions of the Notes". The terms of such Exempt Notes may be set out in the applicable Pricing Supplement, and may include, for example:

index linked Notes, under which payments of principal and/or interest will be calculated by reference to such index and/or formula or to changes in the prices of securities or commodities or to such other factors as the Issuer and the relevant Dealer may agree;
dual currency Notes, under which payments of principal and/or interest may be made in such currencies, and based on such rates of exchange, as the Issuer and the relevant Dealer may agree;
partly paid Notes, in respect of which the issue price is paid in separate instalments in such amounts and on such dates as the Issuer and the relevant Dealer may agree; and
Notes redeemable in instalments, which Notes may be redeemed in separate instalments in such amounts and on such dates as the Issuer and the relevant Dealer may agree,

or Notes containing other features agreed between the Issuer and the relevant Dealer.

There will be particular risks associated with an investment in certain types of Exempt Notes, and depending upon the particular features of the relevant Exempt Notes an investor might receive less interest than expected or no interest in respect of such Notes and may lose some or all of the principal amount invested by it. Risks associated with certain types of Exempt Note are set out below.

Index linked Notes and dual currency Notes

The Issuer may issue Notes with principal or interest payable in respect of the Notes being determined by reference to an index or formula, to changes in the prices of securities or commodities, to movements in currency exchange rates or other factors (each, a "Relevant Factor"). In addition, the Issuer may issue Notes with principal or interest payable in one or more currencies which may be different from the currency in which the Notes are denominated. Potential investors should be aware that, depending upon the particular features of the relevant Exempt Notes:

(a) the market price of such Notes may be volatile;
(b) they may receive no interest;
(c) payment of principal or interest may occur at a different time or in a different currency than expected;

(d) they may lose all or a substantial portion of their principal;
(e) a Relevant Factor may be subject to significant fluctuations that may not correlate with changes in interest rates, currencies or other indices;
(f) the effect of any multiplier or leverage factor that is applied to the Relevant Factor is that the impact of any changes in the Relevant Factor on the amounts of principal or interest payable will be magnified; and
(g) the timing of changes in a Relevant Factor may affect the actual yield to investors, even if the average level is consistent with their expectations. In general, the earlier the change in the Relevant Factor, the greater the effect on yield.

The historical experience of an index or other Relevant Factor should not be viewed as an indication of the future performance of such Relevant Factor during the term of any Notes. Accordingly, each potential investor should consult its own financial and legal advisers about the risk entailed by an investment in any Notes linked to a Relevant Factor and the suitability of such Notes in light of its particular circumstances.

Where Notes are issued on a partly paid basis, an investor who fails to pay any subsequent instalment of the issue price could lose all of their investment.

The Issuer may issue Notes where the issue price is payable in more than one instalment. Any failure by an investor to pay any subsequent instalment of the issue price in respect of their Notes could result in such investor losing all of their investment.

Notes which are issued with variable interest rates or which are structured to include a multiplier or other leverage factor are likely to have more volatile market values than more standard securities.

Notes with variable interest rates can be volatile investments. If they are structured to include multipliers or other leverage factors, or caps or floors, or any combination of those features or other similar related features, their market values may be even more volatile than those for securities that do not include those features.

Inverse floating rate Notes will have more volatile market values than conventional Floating Rate Notes.

Inverse floating rate Notes have an interest rate equal to a fixed rate minus a rate based upon a reference rate (such as EURIBOR, SONIA or SOFR). The market values of those types of debt securities are typically more volatile than market values of other conventional floating rate debt securities based on the same reference rate (and with otherwise comparable terms). Inverse floating rate Notes are more volatile because an increase in the reference rate not only decreases the interest rate of the Notes, but may also reflect an increase in prevailing interest rates, which further adversely affects the market value of these Notes.

Risks relating to the Notes generally

Set out below is a brief description of certain risks relating to the Notes generally.

There is no limit on the amount or type of further bonds or other indebtedness that the Issuer or any of its subsidiaries may issue, incur or guarantee

The Conditions and the Trust Deed do not provide for any restriction on the amount of notes, bonds, loans or other liabilities that the Issuer or any of its subsidiaries may issue, incur or guarantee and which rank (whether by law, by contract or structurally within the Group) senior to, or pari passu with, the Notes. The issue, incurrence or guaranteeing of any such notes, bonds, loans or other liabilities may reduce the amount (if any) recoverable by Holders in the event of a Winding-Up or resolution of the Issuer, and/or may limit the Issuer's ability to meet its obligations under the Notes. In addition, the Notes do not contain any restriction on the Issuer issuing securities that may have preferential rights to the Notes or securities with similar or different provisions to those described herein.

The Issuer may not be liable to gross up payments to Holders in respect of certain taxes

Save as provided in Condition 13 (Taxation), payments in respect of the Notes will be subject in all cases to any applicable fiscal or other laws, regulations and directives in the place of payment or other laws and regulations to which the Issuer or its agents are or agree to be subject and the Issuer or any of its Paying Agents will not be liable for any taxes or duties of whatever nature imposed or levied by such laws, regulations, directives or agreements.

All payments of principal and interest by or on behalf of the Issuer in respect of the Notes and the Coupons shall be made free and clear of, and without withholding or deduction for or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of the Relevant Jurisdiction, unless the withholding or deduction of such taxes, duties, assessments, or governmental charges is required by law. In that event, the Issuer shall (a) in the case of each series of Senior Notes, unless the relevant Final Terms expressly specifies “Senior Notes: Gross-up of principal” as “Not Applicable”, in respect of payments of interest (if any) or principal, or (b) in the case of all Tier 2 Capital Notes and each Series of Senior Notes for which the relevant Final Terms expressly specifies “Senior Notes: Gross-up of principal” as “Not Applicable”, in respect of payments of interest (if any) only and not principal, pay such additional amounts as will result in receipt by the Noteholders and the Couponholders of such amounts as would have been received by them had no such withholding or deduction been required, subject to certain exceptions as described in Condition 13 (Taxation).

Potential investors should be aware that neither the Issuer nor any other person will be liable for or otherwise obliged to pay, and the Noteholders and Couponholders will be liable for payment of any tax, duty, charge, withholding or other payment whatsoever which may arise as a result of, or in connection with, the ownership, any transfer and/or any payment in respect of the Notes, except as provided for in Condition 13 (Taxation).

In particular, the Tier 2 Capital Notes and each Series of Senior Notes for which the relevant Final Terms expressly specifies “Senior Notes: Gross-up of principal” as “Not Applicable” do not provide for payments of principal to be grossed up in the event withholding tax of the Relevant Jurisdiction is imposed on repayments of principal. As such, the Issuer would not be required to pay any Additional Amounts under the terms of such Notes to the extent any withholding or deduction applied to payments of principal. Accordingly, if any such withholding or deduction were to apply to any payments of principal under such Notes, Noteholders and Couponholders may receive less than the full amount due under such Notes and the market value of such Notes may be adversely affected.

Changes in law may adversely affect the rights of Holders

Changes in law after the date hereof may affect the rights of Holders as well as the market value of the Notes. The Conditions are based on English law in effect as of the date of issue of the relevant Notes. No assurance can be given as to the impact of any possible judicial decision or change to English law or administrative practice after the date of issue of the Notes. Such changes in law may include changes in statutory, tax and regulatory regimes during the life of the Notes, which may have an adverse effect on an investment in the Notes.

In addition, any change in law or regulation that triggers a Tax Event, a Capital Disqualification Event in respect of a Series of Tier 2 Capital Notes or a Loss Absorption Disqualification Event in respect of a Series of Senior Notes would entitle the Issuer, at its option (subject to, amongst other things, obtaining prior Supervisory Permission), to redeem the Notes, in whole but not in part, as provided under Condition 10(c) (Redemption for Tax Event), 10(d) (Redemption for Capital Disqualification Event) or 10(e) (Redemption for Loss Absorption Disqualification Event), as the case may be.

Such legislative and regulatory uncertainty could also affect an investor's ability to accurately value the Notes and, therefore, affect the trading price of the Notes given the extent and impact on the Notes that one or more regulatory or legislative changes, including those described above, could have on the Notes.

Legislative and regulatory uncertainty could affect an investor's ability to accurately value the Notes and, therefore, affect the trading price of the Notes given the extent of any impact on the Notes that one or more regulatory or legislative changes, including those described above, could have. In particular, following the UK's withdrawal from the EU, UK law may diverge from EU law over time. The Issuer is

not able to predict how UK legislation might develop. Such uncertainty could adversely impact the Issuer, and could be materially detrimental to holders of the Notes. The Issuer is not able to give any assurances in relation to the terms of the UK's continuing relationship with the EU and whether that relationship may impact an investment in the Notes. Additionally, EU regulated investors are restricted from using a rating for regulatory purposes if such rating is not issued or endorsed by a credit rating agency established in the EU and registered with Regulation (EC) No. 1060/2009 (the "EU CRA Regulation") as amended and UK regulated investors are restricted from using a rating for regulatory purposes if such rating is not either issued or endorsed by a credit rating agency established in the UK and registered with the FCA under EU CRA Regulation as it forms part of UK domestic law.

Furthermore, the financial services industry continues to be the focus of significant regulatory change and scrutiny which may adversely affect the Group's business, financial performance, capital and risk management strategies. Such regulatory changes, and the resulting actions taken to address such regulatory changes, may have an adverse impact on the Group's, and therefore the Issuer's, performance and financial condition. It is not yet possible to predict the detail of such legislation or regulatory rule-making or the ultimate consequences to the Group or the Holders, which could be material to the rights of Holders of the notes and/or the ability of the Issuer to satisfy its obligations under such Notes.

Investors to rely on the procedures of Euroclear and Clearstream, Luxembourg for transfer, payment and communication with the Issuer

Notes issued under the Programme may be represented by one or more Global Notes or Global Certificates which may be deposited with a Common Depositary for Euroclear and Clearstream, Luxembourg (each of Euroclear and Clearstream, Luxembourg, a "Clearing System"). If the Global Notes are NGN or if the Global Certificates are to be held under the NSS, they will be deposited with a Common Safekeeper for Euroclear and Clearstream, Luxembourg. Except in the circumstances described in the relevant Global Note or Global Certificate, investors will not be entitled to receive definitive Notes. The relevant Clearing System will maintain records of the beneficial interests in the Global Notes or, as the case may be, Global Certificates. While the Notes are represented by one or more Global Notes, or as the case may be, Global Certificates, investors will be able to trade their beneficial interests only through the relevant Clearing System.

While the Notes are represented by one or more Global Notes or, as the case may be, Global Certificates, the Issuer will discharge its payment obligations under the Notes by making payments to or to the order of the Common Depositary or, for Global Notes that are NGN and Global Certificates to be held under the NSS, the Common Safekeeper for Euroclear and Clearstream, Luxembourg. A Holder of a beneficial interest in a Global Note or Global Certificate must rely on the procedures of the relevant Clearing System to receive payments under the relevant Notes. The Issuer has no responsibility or liability for the records relating to, or payments made in respect of, beneficial interests in the Global Notes or Global Certificates.

Holders of beneficial interests in the Global Notes or Global Certificates will not have a direct right to vote in respect of the relevant Notes. Instead, such Holders will be permitted to act only to the extent that they are enabled by the relevant Clearing System to appoint appropriate proxies.

The Issuer may be substituted as principal debtor in respect of the Notes

The Conditions and the Trust Deed contain provisions pursuant to which the Trustee shall, subject to certain conditions, without the consent of the Holders, agree to the substitution of a Successor in Business (as defined in Condition 18(c) (Substitution)) or a subsidiary or holding company of the Issuer or any subsidiary of any such holding company, as principal debtor under the Notes and any related Coupons in place of the Issuer, as further provided in Condition 18(c) (Substitution). In the event of any such substitution, the Trustee shall be entitled to agree to amendments of the Conditions of the Notes and the Trust Deed without the consent of the Holders, including amendments to change the law governing the subordination and waiver of set-off provisions set out in the Conditions and the Trust Deed.

Modification and waivers

Noteholders who did not attend and vote at the relevant meeting or, as the case may be, who did not sign the written resolution or provide electronic consent, and Holders who voted in a manner contrary to the majority.

The Conditions and the Trust Deed also provide that the Trustee may, subject to certain exceptions, agree to (A) any modification of, or waiver or authorisation of any breach or proposed breach of, any of the Conditions, the Trust Deed or the Agency Agreement which, in each case, in the opinion of the Trustee is not materially prejudicial to the interest of the Holders or, in the case of a modification, in the opinion of the Trustee, is of a formal, minor or technical nature or to correct a manifest error; or (B) determine without the consent of the Holders that any Event of Default or Potential Event of Default (as defined in the Trust Deed) shall not be treated as such if, in the opinion of the Trustee, the interests of the relevant Holders will not be materially prejudiced thereby (except that the provisions relating to the Tier 2 Capital Notes and Senior Notes (if so required under the Conditions) shall only be capable of modification or waiver with prior Supervisory Permission and in compliance with prevailing Regulatory Capital Requirements or Loss Absorption Regulations, as applicable).

The Conditions also provide that the Issuer may, without any requirement for the consent or approval of Noteholders, vary the Conditions, the Agency Agreement and/or the Trust Deed to give effect to any Benchmark Amendments or Benchmark Replacement Conforming Changes determined by the Issuer in accordance with the Conditions.

Legal investment considerations may restrict certain investments

The investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether and to what extent (i) Notes are legal investments for it, (ii) Notes can be used as collateral for various types of borrowing and (iii) other restrictions apply to its purchase or pledge of any Notes. Financial institutions should consult their legal advisers or the appropriate regulators to determine the appropriate treatment of Notes under any applicable risk-based capital or similar rules.

A Holder's actual yield on the Notes may be reduced from the stated yield by transaction costs

When Notes are purchased or sold, several types of incidental costs (including transaction fees and commissions) are incurred in addition to the current price of the security. These incidental costs may significantly reduce or even exclude the profit potential of the Notes. For instance, credit institutions as a rule charge their clients for own commissions which are either fixed minimum commissions or pro-rata commissions depending on the order value. To the extent that additional domestic or foreign parties are involved in the execution of an order, including but not limited to domestic dealers or brokers in foreign markets, Holders must take into account that they may also be charged for the brokerage fees, commissions and other fees and expenses of such parties (third party costs).

In addition to such costs directly related to the purchase of Notes (direct costs), Holders must also take into account any follow-up costs (such as custody fees). Prospective investors should inform themselves about any additional costs incurred in connection with the purchase, custody or sale of the Notes before investing in the Notes.

Notes issued at a substantial discount or premium

The market values of securities issued at a substantial discount (such as Zero Coupon Notes) or premium from their principal amount tend to fluctuate more in relation to general changes in interest rates than do prices for more conventional interest bearing securities. Generally, the longer the remaining term of such securities, the greater the price volatility as compared to more conventional interest-bearing securities with comparable maturities. Zero Coupon Notes may also be more difficult to trade soon after they have been issued rather than nearer to their redemption date, as the returns on such Notes will be paid to investors only on their redemption date.

The Issuer may rely on third parties and the Noteholders may be adversely affected if such third party fails to perform their obligations

The Issuer may be a party to contracts with a number of other third parties that have agreed to perform services in relation to the Notes. For example, a paying agent and the agent bank have agreed to provide payment and calculation services in connection with the Notes, and the Issuer has appointed the Trustee

as trustee for the Noteholders. In the event that any relevant third party was to fail to perform its obligations under the respective agreements to which it is a party, the Noteholders may be adversely affected.

The Issuer may change the stock exchange on which the Notes are listed in certain circumstances

The Trust Deed includes provisions enabling the Issuer to change the stock exchange and/or market on which the Notes are listed and/or admitted to trading if, after exercise of all reasonable endeavours, the Issuer is unable to comply with the requirements for maintaining such listing and/or admission to trading on the Market or another relevant stock exchange or if maintenance of any such listing becomes unduly onerous. In such provisions, the Issuer has undertaken to use its reasonable endeavours to obtain and maintain a listing of the Notes on such other stock exchange and/or market as it (acting reasonably) may select and which will enable interest payments on the Notes to be made free from withholding or deduction for or on account of any taxes in the Relevant Jurisdiction.

The Issuer is a holding company, which means that its right to participate in the assets of any of its subsidiaries (including those of the Bank, MNFL or any other subsidiary) upon the liquidation of such subsidiaries, and the extent to which the Issuer suffers losses if it or any of its subsidiaries are subject (where applicable) to bank resolution proceedings, may depend, amongst other things, upon the degree to which the Issuer's loans to, and investments in, such subsidiaries are subordinated

The Issuer is a holding company that currently has no significant assets other than its loans to, and investments in, its subsidiaries, including the Bank, which means that if any such subsidiary is liquidated, the Issuer's right to participate in the assets of such subsidiary will depend upon the ranking of the Issuer's claims against such subsidiary according to the ordinary hierarchy of claims in insolvency. So, for example, insofar as the Issuer is a holder of ordinary shares in a subsidiary, the Issuer's recovery in the liquidation of such subsidiary will be subject to the prior claims of such subsidiary's third-party creditors. To the extent the Issuer holds other claims against any subsidiary that are recognised to rank pari passu with any third-party creditors' claims, such claims of the Issuer should in liquidation be treated pari passu with those third-party claims.

As well as the risk of losses in the event of an Issuer's subsidiary's insolvency, the Issuer may suffer losses if any of its loans to, or investments in, such subsidiary are subject to write-down and conversion by statutory power or regulatory direction, or if the subsidiary is otherwise subject to resolution proceedings. See the description of these powers in "The Bank of England may exercise various powers under the UK resolution regime" below. The Issuer has in the past made, and may continue to make, loans to, and investments in, the Bank and its other subsidiaries and the proceeds of Notes issued under the Programme may be applied for such purposes. Such loans to, and investments made by, the Issuer in such subsidiary, will generally be subordinated to depositors and other unsubordinated creditors and may be subordinated further to meet regulatory capital requirements and furthermore may contain mechanisms that, upon the occurrence of a trigger related to the prudential or financial condition of the Group or such subsidiary or upon regulatory direction would result in a write down or conversion into equity of such loans and investments.

The Issuer retains its absolute discretion to restructure such loans to, and any other investments in, any of its subsidiaries, including the Bank, at any time and for any purpose including, without limitation, in order to provide different amounts or types of capital or funding to such subsidiary. A restructuring of a loan or investment made by the Issuer in a subsidiary could include changes to any or all features of such loan or investment, including its legal or regulatory form, how it would rank in the event of resolution and/or insolvency proceedings in relation to the subsidiary, and the inclusion of a mechanism that provides for a write down and/or conversion into equity upon specified triggers or regulatory direction. Any restructuring of the Issuer's loans to, and investments in, any of the Issuer's subsidiaries may be implemented by the Issuer without prior notification to, or consent of, the holders of Notes issued under the Programme.

The regulatory capital treatment, and otherwise the ranking in the ordinary insolvency hierarchy, of the Issuer's claims against any subsidiary will affect the extent to which the Issuer is exposed to losses if such subsidiary enters into resolution proceedings or is subject to write-down or conversion of its capital instruments or other liabilities. In general terms, the more junior in the capital structure the investments in, and loans made to, any subsidiary are relative to third party investors, the greater the losses likely to

be suffered by the Issuer in the event that any such subsidiary enters into resolution proceedings or is subject to write-down or conversion of its capital instruments or other liabilities.

Furthermore, the Notes are obligations solely of the Issuer and not of any of its subsidiaries, and as a result are structurally subordinated to obligations of the Issuer's subsidiaries, in that if any of the Issuer's subsidiaries were to be wound up, liquidated or dissolved, (i) the holders of Notes issued under the Programme would have no right to prove or claim in such winding-up, liquidation or resolution or otherwise to proceed against the assets of such subsidiary, and (ii) the liquidator of such subsidiary would first apply the assets of such subsidiary to settle the claims of the creditors (and holders of capital instruments ranking ahead of any such entity's ordinary shares) of such subsidiary (such creditors may include the Issuer) ranking ahead of the holders of ordinary shares of such subsidiary. Similarly, if any of the Issuer's subsidiaries were subject to resolution proceedings (a) the holders of Notes issued under the Programme would have no direct recourse against such subsidiary, and (b) holders of Notes issued under the Programme themselves may also be exposed to losses pursuant to the exercise by the relevant resolution authority of stabilisation powers, as to which, see "The Bank of England may exercise various powers under the UK resolution regime" below.

As a holding company, the Issuer is dependent on the receipt of distributions and other income from its subsidiaries

The principal sources of the Issuer's income are, and are expected to continue to be, distributions and interest payments from operating subsidiaries which also hold the principal assets of the Group. As a separate legal entity, the Issuer relies on such income in order to be able to meet its obligations. The ability of the Issuer's subsidiaries to pay dividends and the Issuer's ability to receive income from loans advanced to its subsidiaries will also be subject not only to their financial performance but also to applicable local laws and other restrictions. These restrictions could include, among others, any regulatory requirements, leverage requirements, any statutory reserve requirements and any applicable tax laws. There may also be restrictions as a result of current or forthcoming regulatory capital requirements applicable to any such subsidiary. These laws and restrictions could limit the payment of dividends, distributions and other income to the Issuer by its subsidiaries and any other entities in which it holds an investment from time to time, which could restrict the Issuer's ability to meet its obligations under the Notes.

The Bank of England may exercise various powers under the UK resolution regime

Under the Banking Act, substantial powers are conferred on the Bank of England (or, in certain circumstances, HM Treasury), in consultation with the PRA, the FCA and (where applicable) HM Treasury, as appropriate as part of the SRR. These powers enable the relevant UK resolution authority to implement resolution measures with respect to a UK bank or investment firm and certain of its affiliates that meet the definition of a "banking group company" (each a "relevant entity") in circumstances in which the relevant UK resolution authority is satisfied that resolution conditions are met. Such conditions include that a relevant entity is failing or is likely to fail to satisfy the threshold conditions defined in section 55B of FSMA. The exercise of any of these actions in relation to the Issuer and/or other members of the Group could materially adversely affect the value of any Notes issued under the Programme.

The SRR consists of five stabilisation options: (a) private sector transfer of all or part of the business or shares of the relevant entity; (b) transfer of all or part of the business of the relevant entity to a "bridge bank" established by the Bank of England; (c) transfer to an asset management vehicle wholly or partly owned by HM Treasury or the Bank of England; (d) the bail-in tool (as described below); and (e) temporary public ownership (nationalisation). The SRR also includes a requirement for the UK resolution authority to write-down and convert capital instruments if the conditions to resolution are met (as further described below in respect of the Tier 2 Capital Notes). The stabilisation options are intended to be used prior to the point at which any insolvency proceedings with respect to the relevant entity could have been initiated. The purpose of the stabilisation options is to address the situation where all or part of a business of a relevant entity has encountered, or is likely to encounter, financial difficulties, giving rise to wider public interest concerns.

The bail-in tool involves allocating an entity's losses to its shareholders and unsecured creditors (including holders of Notes issued under the Programme) in a manner that (i) respects the hierarchy of claims in an ordinary insolvency and (ii) is consistent with shareholders and creditors not receiving a less

favourable treatment than they would have received in ordinary insolvency proceedings of the relevant entity (known as the "no creditor worse off" safeguard).

If the Bank of England were to exercise any of its powers under the UK resolution regime in relation to the Issuer, this may result in the cancellation of all, or a portion, of the principal amount of, interest on, or any other amounts payable on, Notes issued under the Programme and/or the conversion of all or a portion of the principal amount of, interest on, or any other amounts payable on, the Notes into shares or other securities or other obligations of the Issuer or another person, including by means of a variation to the terms of the Notes. The taking of any such actions could materially adversely affect the rights of holders of the Notes, and such actions (or the perception that the taking of such actions may be imminent) could materially adversely affect the price or value of their investment in the Notes and/or the ability of the Issuer to satisfy its obligations under the Notes. Holders of the Notes may have only very limited rights to challenge and/or seek a suspension of any decision of the relevant UK resolution authority to exercise its resolution powers (including the bail-in tool) or to have that decision reviewed by a judicial or administrative process or otherwise. In such circumstances, holders of the Notes may have a claim for compensation under one of the compensation schemes existing under, or contemplated by, the Banking Act, but there can be no assurance that holders of the Notes will have such a claim or, if they do, that they would thereby recover compensation promptly or equal to any loss actually incurred.

The Banking Act also provides for two insolvency and administration procedures for relevant entities. Certain ancillary powers include the power to modify contractual arrangements in certain circumstances (which could include a variation of the terms of the Notes), powers to suspend enforcement or termination rights that might be invoked as a result of the exercise of the resolution powers and powers for the relevant UK resolution authority to dis-apply or modify laws in the UK (with possible retrospective effect) to enable the powers under the Banking Act to be used effectively.

Although the Banking Act provides specific conditions to the exercise of any resolution powers, it is uncertain how the relevant UK resolution authority would assess such conditions in any particular preinsolvency scenario affecting the Issuer and/or other members of the Group and in deciding whether to exercise a resolution power. The relevant UK resolution authority is also not required to provide any advance notice to holders of the Notes of its decision to exercise any resolution power. Therefore, holders of the Notes may not be able to anticipate a potential exercise of any such powers nor the potential effect of any exercise of such powers on the Issuer, the Group and the Notes.

A holder of Notes should assume that, in a resolution situation, financial public support will only be available to a relevant entity as a last resort after the relevant UK resolution authorities have assessed and exploited, to the maximum extent practicable, the resolution tools, including the write-down and conversion of capital instruments power. Accordingly, it is unlikely that investors in the Notes will benefit from such support even if it were provided.

As at the date of this Base Prospectus, the preferred resolution strategy for the Group is modified insolvency, as part of which the Bank would enter into a corporate insolvency process which is modified as necessary to ensure that the objectives of the resolution regime, notably safeguarding deposits protected by the FSCS and ensuring continuity of banking services, can be achieved despite the firm entering insolvency. Once such objectives were fully achieved, the procedure would revert to an ordinary insolvency process.

Mandatory write-down and conversion of capital instruments may affect the Tier 2 Capital Notes

The Banking Act grants the power (and, in certain cases, the obligation) to the relevant authorities to permanently write-down, or convert into equity, Tier 1 capital instruments, Tier 2 capital instruments (such as the Tier 2 Capital Notes which can be issued under the Programme) and relevant internal (i.e. intra-group) eligible liabilities at the point of non-viability of the relevant entity or group, which power may be used independently of, or together with, the exercise of a stabilisation option.

Holders of Tier 2 Capital Notes may be subject to write-down or conversion into equity on application of such powers (without requiring the consent of such holders) whether or not the Issuer is formally placed in resolution, which may result in such holders losing some or all of their investment. The exercise of such mandatory write-down and conversion power under the Banking Act could, therefore, materially adversely affect the rights of holders of Tier 2 Capital Notes, and such exercise (or the perception that such exercise may be imminent) could materially adversely affect the price or value of their investment

in the Tier 2 Capital Notes and/or the ability of the Issuer to satisfy its obligations under the Tier 2 Capital Notes.

Risks relating to the market generally

Set out below is a brief description of the principal market risks, including liquidity risk, exchange rate risk, interest rate risk and credit risk:

There can be no assurance about the development or performance of a secondary trading market for the Notes

The Notes issued under the Programme represent a new security for which no secondary trading market exists (unless in the case of any particular Tranche, such Tranche is to be consolidated with and form a single series with a Tranche of Notes which is already issued and for which a secondary market has developed) and there can be no assurance that one will develop. If a market does develop, it may not be very liquid. If a Tranche of Notes is issued to a single investor or a limited number of investors, this may result in an even more illiquid or volatile market in such Notes. Therefore, investors may not be able to sell their Notes easily or at prices that will provide them with a yield comparable to similar investments that have a developed secondary market. Illiquidity may have a severely adverse effect on the market value of Notes.

If a market for the Notes does develop, the trading price of the Notes may be subject to wide fluctuations in response to many factors, including those referred to in this risk factor, as well as stock market fluctuations and general economic conditions, interest rates, currency exchange rates and inflation rates that may adversely affect the market price of the Notes, such volatility may be increased in an illiquid market including in circumstances where a significant proportion of the Notes are held by one or a limited number of initial investors. Publicly traded bonds from time to time experience significant price and volume fluctuations that may be unrelated to the operating performance of the companies that have issued them, and such volatility may be increased in an illiquid market. If any market in the Notes does develop, it may become severely restricted, or may disappear, if the financial condition of the Issuer deteriorates such that there is an actual or perceived increased likelihood of the Issuer being unable to pay interest on the Notes in full, or, where relevant, of the Notes being subject to loss absorption under an applicable statutory loss absorption regime. In addition, the market price of the Notes may fluctuate significantly in response to a number of factors, some of which are beyond the Issuer's control.

Any or all of such events could result in material fluctuations in the price of Notes which could lead to investors losing some or all of their investment.

The issue price of the Notes might not be indicative of prices that will prevail in the trading market, and there can be no assurance that an investor would be able to sell its Notes at or near the price which it paid for them, or at a price that would provide it with a yield comparable to more conventional investments that have a developed secondary market.

Moreover, whilst any member of the Group can (subject to Supervisory Permission and compliance with prevailing Regulatory Capital Requirements or Loss Absorption Regulations, as applicable) purchase Tier 2 Capital Notes or Senior Notes at any time, they have no obligation to do so. Purchases made by the Issuer (or on behalf of the Issuer) could affect the liquidity of the secondary market of the Notes and thus the price and the conditions under which investors can negotiate these Notes on the secondary market.

In addition, Holders should be aware of the prevailing credit market conditions, whereby there is a general lack of liquidity in the secondary market which may result in investors suffering losses on the Notes in secondary resales even if there is no decline in the performance of the Notes or the assets of the Issuer. The Issuer cannot predict whether these circumstances will change and whether, if and when they do change, there will be a more liquid market for the Notes and instruments similar to the Notes at that time.

Although an application has been made to admit the Notes issued under the Programme to trading on the Market, there can be no assurance that such application will be accepted, that the Notes will be so admitted, or that an active trading market will develop. Even if an active trading market does develop, it may not be liquid and may not continue for the term of the Notes.

There are exchange rate risks and exchange control risks associated with the Notes

The Issuer will pay principal and interest on the Notes in the Specified Currency. This presents certain risks relating to currency conversions if an investor's financial activities are denominated principally in a currency or currency unit (the "Investor's Currency") other than the Specified Currency. These include the risk that exchange rates may significantly change (including changes due to devaluation of the Specified Currency or revaluation of the Investor's Currency) and the risk that authorities with jurisdiction over the Investor's Currency may impose or modify exchange controls. An appreciation in the value of the Investor's Currency relative to the Specified Currency would decrease (a) the Investor's Currency equivalent yield on the Notes; (b) the Investor's Currency equivalent value of the principal payable on the Notes; and (c) the Investor's Currency equivalent market value of the Notes.

Government and monetary authorities may impose (as some have done in the past) exchange controls that could adversely affect an applicable exchange rate. As a result, investors may receive less interest or principal than expected, or no interest or principal as measured in the Investor's Currency.

USE OF PROCEEDS

FORMS OF THE NOTES

Bearer Notes

Each Tranche of Bearer Notes will initially be in the form of either a Temporary Global Note, without interest coupons, or a Permanent Global Note, without interest coupons, in each case as specified in the relevant Final Terms. Each Global Note which is not intended to be issued in NGN form, as specified in the relevant Final Terms, will be deposited on or around the Issue Date of the relevant Tranche of Notes with a depositary or a Common Depositary for Euroclear and/or Clearstream, Luxembourg and/or any other relevant clearing system and each Global Note which is intended to be issued in NGN form, as specified in the relevant Final Terms, will be deposited on or around the Issue Date of the relevant Tranche of Notes with a Common Safekeeper for Euroclear and/or Clearstream, Luxembourg. In the case of each Tranche of Bearer Notes, the relevant Final Terms will also specify whether United States Treasury Regulation §1.163-5(c)(2)(i)(C) (or any successor rules in substantially the same form as such rules for purposes of Section 4701 of the Internal Revenue Code of 1986, as amended) (“TEFRA C”) or United States Treasury Regulation §1.163-5(c)(2)(i)(D) (or any successor rules in substantially the same form as such rules for purposes of Section 4701 of the Internal Revenue Code of 1986, as amended) (“TEFRA D”) are applicable in relation to the Notes or that neither TEFRA C nor TEFRA D are applicable.

1.1 Temporary Global Note exchangeable for Permanent Global Note

If the relevant Final Terms specifies the form of Notes as being “Temporary Global Note exchangeable for a Permanent Global Note”, then the Notes will initially be in the form of a Temporary Global Note which will be exchangeable, in whole or in part, for interests in a Permanent Global Note, without interest coupons, not earlier than 40 days after the issue date of the relevant Tranche of Notes upon certification as to non-U.S. beneficial ownership. No payments will be made under the Temporary Global Note unless exchange for interests in the Permanent Global Note is improperly withheld or refused. In addition, interest payments in respect of the Notes cannot be collected without such certification of non-U.S. beneficial ownership.

Whenever any interest in the Temporary Global Note is to be exchanged for an interest in a Permanent Global Note, the Issuer shall procure (in the case of first exchange) the delivery (free of charge to the bearer) of a Permanent Global Note, duly authenticated and, in the case of a NGN, effectuated, to the bearer of the Temporary Global Note or (in the case of any subsequent exchange) an increase in the principal amount of the Permanent Global Note in accordance with its terms against:

(a) presentation and (in the case of final exchange) presentation and surrender of the Temporary Global Note to or to the order of the Principal Paying Agent; and
(b) receipt by the Principal Paying Agent of a certificate or certificates of non-U.S. beneficial ownership,

within seven days of the bearer requesting such exchange.

1.2 Permanent Global Note exchangeable for Definitive Notes

If the relevant Final Terms specifies the form of Notes as being “Permanent Global Note exchangeable for Definitive Notes”, then the Notes will initially be in the form of a Permanent Global Note which will be exchangeable in whole, but not in part, for Definitive Notes if the relevant Final Terms specifies “in the limited circumstances described in the Permanent Global Note”, then if any of the following events occurs:

(a) Euroclear, Clearstream, Luxembourg or any other relevant clearing system is closed for business for a continuous period of 14 days (other than by reason of legal holidays) or announces an intention permanently to cease business or does in fact do so; or
(b) any of the circumstances described in Condition 14(a) (Default) occurs.

Whenever the Permanent Global Note is to be exchanged for Definitive Notes, the Issuer shall procure the prompt delivery (free of charge to the bearer) of such Definitive Notes, duly authenticated and with Coupons and Talons attached (if so specified in the relevant Final Terms), in an aggregate principal amount equal to the principal amount of the Permanent Global Note to (or to the order of) the bearer of the Permanent Global Note against the surrender of the Permanent Global Note to or to the order of the Principal Paying Agent within 30 days of the bearer requesting such exchange.

In relation to any issue of Notes which have a denomination consisting of the minimum Specified Denomination plus a higher integral multiple of another smaller amount, the Permanent Global Note shall only be exchangeable for Definitive Notes in the limited circumstances specified in the Permanent Global Note.

1.3 Terms and Conditions applicable to the Bearer Notes

The terms and conditions applicable to any Definitive Note will be endorsed on that Note and will consist of the terms and conditions set out under “Terms and Conditions of the Notes” below and the provisions of the relevant Final Terms which supplement, amend and/or replace those terms and conditions.

The terms and conditions applicable to any Note in global form will differ from those terms and conditions which would apply to the Note were it in definitive form to the extent described under “—Summary of Provisions relating to the Notes while in Global Form” below.

1.4 Legend concerning United States persons

In the case of any Tranche of Bearer Notes having a maturity of more than 365 days, the Notes in global form, the Notes in definitive form and any Coupons and Talons appertaining thereto will bear a legend to the following effect:

“Any United States person who holds this obligation will be subject to limitations under the United States income tax laws, including the limitations provided in Sections 165(j) and 1287(a) of the Internal Revenue Code.”

2.1 Registered Notes

Each Tranche of Registered Notes will initially be represented by either:

(a) Individual Certificates; or
(b) one or more Global Certificates,

in each case as specified in the relevant Final Terms. A 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 Certificate which is not to be held under the NSS, registered in the name of a Common Depositary (or its nominee) for Euroclear, Clearstream, Luxembourg and/or any other relevant clearing system and the relevant Global Certificate will be deposited on or about the issue date with the Common Depositary; or (b) in the case of a Certificate to be held under the NSS, be registered in the name of a Common Safekeeper (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 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.

2.2 Global Certificate exchangeable for Individual Certificates

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 if the relevant Final Terms specifies “in the limited circumstances described in the Global Certificate”, then:

(a) in the case of any Global Certificate, if Euroclear or Clearstream, Luxembourg or any other relevant clearing system is closed for business for a continuous period of 14 days (other than by reason of legal holidays) or announces an intention permanently to cease business or does in fact do so; or
(b) in any case, if any of the circumstances described in Condition 14(a) (Default) occurs.

Whenever a Global Certificate is to be exchanged for Individual Certificates, each person having an interest in a Global Certificate must provide the relevant Registrar (through the relevant clearing system) with such information as the Issuer and the relevant 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 relevant 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 relevant Registrar.

Such exchange will be effected in accordance with the provisions of the Trust Deed and the Agency Agreement and the regulations concerning the transfer and registration of Notes scheduled to the Agency Agreement and, in particular, shall be effected without charge to any holder, but against such indemnity as the relevant 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.

2.3 Terms and Conditions applicable to the Registered Notes

The terms and conditions applicable to any Individual Certificate will be endorsed on that Individual Certificate and will consist of the terms and conditions set out under "Terms and Conditions of the Notes" below and the provisions of the relevant Final Terms which supplement, amend and/or replace those terms and conditions. The terms and conditions applicable to any Global Certificate will differ from those terms and conditions which would apply to the Note were it in definitive form to the extent described under "Summary of Provisions relating to the Notes while in Global Form" below.

3. Summary of provisions relating to the Notes while in Global Form

3.1 Clearing System Accountholders

In relation to any Tranche of Notes represented by a Global Note, references in the Conditions to "Noteholder" or "Holder" are references to the bearer of the relevant Global Note which, for so long as the Global Note is held by a depository or a Common Depositary, in the case of a CGN, or a Common Safekeeper, in the case of an NGN for Euroclear and/or Clearstream, Luxembourg and/or any other relevant clearing system, will be that depository, Common Depositary or, as the case may be, Common Safekeeper.

In relation to any Tranche of Notes represented by one or more Global Certificates, references in the Conditions to "Noteholder" or "Holder" are references to the person in whose name the relevant Global Certificate is for the time being registered in the Register which will be a depository or Common Depositary or Common Safekeeper for Euroclear and/or Clearstream, Luxembourg and/or any other relevant clearing system or a nominee for that depository or Common Depositary or Common Safekeeper, as the case may be.

Each of the persons shown in the records of Euroclear, Clearstream, Luxembourg and/or any other relevant clearing system as being entitled to an interest in a Global Note or a Global Certificate (each an "Accountholder") must look solely to Euroclear, Clearstream, Luxembourg and/or such other relevant clearing system (as the case may be) for such Accountholder's share of each payment made by the Issuer to or to the order of the holder of such Global Note or Global Certificate and in relation to all other rights arising under such Global Note or Global Certificate. The extent to which, and the manner in which, Accountholders may exercise any rights arising under a Global Note or Global Certificate will be determined by the respective rules and procedures of Euroclear and Clearstream, Luxembourg and any other relevant clearing system from time to time. For so long as the relevant Notes are represented by a

Global Note or Global Certificate, Accountholders shall have no claim directly against the Issuer in respect of payments due under the Notes and such obligations of the Issuer will be discharged by payment to or to the order of the holder of such Global Note or Global Certificate.

3.2 Transfers of Interests in Global Notes and Global Certificates

Transfers of interests in Global Notes and Global Certificates within Euroclear and Clearstream, Luxembourg or any other relevant clearing system will be in accordance with their respective rules and operating procedures. None of the Issuer, the Trustee, the Registrar, the Arranger, the Dealers or the Agents will have any responsibility or liability for any aspect of the records of any of Euroclear and Clearstream, Luxembourg or any other relevant clearing system or any of their respective participants relating to payments made on account of beneficial ownership interests in a Global Note or Global Certificate or for maintaining, supervising or reviewing any of the records of Euroclear and Clearstream, Luxembourg or any other relevant clearing system or the records of their respective participants relating to such beneficial ownership interests.

The laws of some states of the United States require that certain persons receive individual certificates in respect of their holdings of Notes. Consequently, the ability to transfer interests in a Global Certificate to such persons will be limited. Because clearing systems only act on behalf of participants, who in turn act on behalf of indirect participants, the ability of a person having an interest in a Global Certificate to pledge such interest to persons or entities which do not participate in the relevant clearing systems, or otherwise take actions in respect of such interest, may be affected by the lack of an Individual Certificate representing such interest.

3.3 Conditions applicable to Global Notes

Each Global Note and Global Certificate will contain provisions which modify the Conditions as they apply to the Global Note or Global Certificate. The following is a summary of certain of those provisions:

Payments: All payments in respect of the Global Note or Global Certificate which, according to the Conditions, require presentation and/or surrender of a Note, Certificate or Coupon will be made against presentation and (in the case of payment of principal in full with all interest accrued thereon) surrender of the Global Note or Global Certificate to or to the order of any Paying Agent and will be effective to satisfy and discharge the corresponding liabilities of the Issuer in respect of the Notes. On each occasion on which a payment of principal or interest is made in respect of the Global Note, the Issuer shall procure that in respect of a CGN the payment is noted in a schedule thereto and in respect of an NGN the payment is entered pro rata in the records of Euroclear and Clearstream, Luxembourg.

All payments of interest in respect of a Series of Notes represented by a Global Note or Global Certificate shall be calculated in respect of the total aggregate amount of the Notes represented by the relevant Global Note or Global Certificate.

Payment Business Day: in the case of a Global Note or a Global Certificate, if the currency of payment is euro, any day which is a T2 Settlement Day and a day on which dealings in foreign currencies may be carried on in each (if any) Additional Financial Centre specified in the Final Terms; or, if the currency of payment is not euro, any day which is a day on which dealings in foreign currencies may be carried on in the Principal Financial Centre of the currency of payment and in each (if any) Additional Financial Centre.

Payment Record Date: Each payment in respect of a Global Certificate will be made to the person, being the person shown as the Holder in the Register at the close of business (in the relevant clearing system) on the Clearing System Business Day before the due date for such payment (the "Record Date") where "Clearing System Business Day" means Monday to Friday inclusive except 25 December and 1 January.

Partial exercise of call option: In connection with an exercise of the option contained in Condition 10(g) (Partial redemption) in relation to some only of the Notes, the Permanent Global Note or Global Certificate may be redeemed in part in the principal amount specified by the Issuer in accordance with the Conditions and the Notes to be redeemed will not be selected as provided in the Conditions but in accordance with the rules and procedures of Euroclear and/or Clearstream, Luxembourg (to be reflected

in the records of Euroclear and/or Clearstream, Luxembourg as either a pool factor or a reduction in principal amount, at their discretion).

Notices: Notwithstanding Condition 21 (Notices), while all the Notes are represented by a Global Note or a Global Certificate and the Global Note or the Global Certificate is deposited with a depositary or a Common Depositary for Euroclear and/or Clearstream, Luxembourg and/or any other relevant clearing system or a Common Safekeeper, notices to Noteholders may be given by delivery of the relevant notice to Euroclear and/or Clearstream, Luxembourg and/or any other relevant clearing system and, in any case, such notices shall be deemed to have been given to the Noteholders in accordance with Condition 21 (Notices) on the date of delivery to Euroclear and/or Clearstream, Luxembourg and/or any other relevant clearing system.

3.4 Eurosystem Eligibility

If the Global Notes or Global Certificates are stated in the relevant Final Terms to be issued in NGN form or to be held under the NSS (as the case may be), on or prior to the original issue date of the Tranche, the Global Notes or Global Certificates will be delivered to a Common Safekeeper and the relevant Final Terms will set out whether or not the Notes are intended to be held as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem ("Eurosystem eligible collateral").

Depositing the Global Notes or the Global Certificates intended to be held as Eurosystem eligible collateral with a Common Safekeeper does not necessarily mean that the Notes will be recognised as Eurosystem eligible collateral either upon issue, or at any or all times during their life. Such recognition will depend upon the European Central Bank being satisfied that the Eurosystem eligibility criteria have been met. In the case of Notes issued in NGN form or to be held under the NSS (as the case may be) which are not intended to be held as Eurosystem eligible collateral as of their issue date, should the Eurosystem eligibility criteria be amended in the future so that such Notes are capable of meeting the eligibility criteria, such Notes may then be deposited with Euroclear or Clearstream, Luxembourg as Common Safekeeper.

TERMS AND CONDITIONS OF THE NOTES

The following is the text of the terms and conditions that, subject to completion in accordance with Part A of the relevant Final Terms, shall be applicable to Notes in definitive form (if any) issued in exchange for the Global Note(s) representing each Series. Either (i) the full text of these terms and conditions together with the relevant provisions of Part A of the Final Terms, or (ii) these terms and conditions as so completed shall be endorsed on such Bearer Notes or on the Certificates relating to such Registered Notes. All capitalised terms that are not defined in the terms and conditions will have the meanings given to them in Part A of the relevant Final Terms. Those definitions will be endorsed on Notes in definitive form or Certificates (as the case may be). The terms and conditions applicable to any Note in global form will differ from those terms and conditions which would apply to the Note were it in definitive form to the extent described under “Forms of the Notes—Summary of Provisions Relating to the Notes while in Global Form” above.

This Note is one of a series (each a “Series”) issued pursuant to the £2,000,000,000 Euro Medium Term Note Programme of Aldermore Group PLC (the “Issuer”) (the “Programme”) established on 12 March 2025. This Note is constituted by a Trust Deed dated 12 March 2025 (as amended, restated, modified and/or supplemented as at the Issue Date (as defined below) of the first Tranche (as defined below) of the Notes of the relevant Series, and as further amended, restated, modified and/or supplemented from time to time in respect of such Series, the “Trust Deed”) between the Issuer and Citicorp Trustee Company Limited (the “Trustee” which expression shall wherever the context so admits include its successors) and has the benefit of an Agency Agreement dated 12 March 2025 (as amended, restated, modified and/or supplemented as at the Issue Date of the first Tranche of Notes of the relevant Series, and as further amended, restated, modified and/or supplemented from time to time in respect of such Series the “Agency Agreement”) made between, inter alios, the Issuer, the Trustee, Citibank, N.A., London Branch as initial principal paying agent and the other agents named therein. The principal paying agent, the paying agents, the registrar, the transfer agents and the calculation agent for the time being (if any) are referred to below, respectively, as the “Principal Paying Agent”, the “Paying Agents” (which expression shall include the Principal Paying Agent), the “Registrar”, the “Transfer Agents” (which expression shall include the Registrar) and the “Calculation Agent”. The Trustee shall exercise the duties, powers, trusts, authorities and discretions vested in it by the Trust Deed separately in relation to each Series of Notes in accordance with the provisions of the Trust Deed. Electronic copies of the Trust Deed and the Agency Agreement (i) are available for inspection free of charge during normal business hours at the office for the time being of the Principal Paying Agent (being as at 12 March 2025, Citigroup Centre, Canada Square, London E14 5LB, United Kingdom) or (ii) may be provided by email to a Holder (following a written request therefor by it) from the Trustee or the Principal Paying Agent, subject in each case to the Holder providing evidence of its identity and its holding of Notes satisfactory to, as applicable, the Trustee or the Principal Paying Agent.

Holders of Notes (as defined below) and, in relation to any Series of Bearer Notes (as defined below), any coupons (“Coupons”) or talons for further Coupons (“Talons”) appertaining thereto are entitled to the benefit of, are bound by, and will be deemed to have notice of, all the provisions of the Trust Deed and are deemed to have notice of those provisions applicable to them of the Agency Agreement.

The term “Notes” means debt instruments, by whatever name called, issued under the Programme. The Notes may be issued in bearer form (“Bearer Notes”) or in registered form (“Registered Notes”). All subsequent references in these Conditions (as defined below) to “Notes” are to the Notes which are the subject of the relevant Final Terms. Notes issued under the Programme are issued in Series and each Series may comprise one or more tranches (each a “Tranche”) of Notes. Each Tranche is the subject of the relevant final terms (the “Final Terms”) or pricing supplement (the “Pricing Supplement”) which supplement these terms and conditions (the “Conditions”, and references to a numbered “Condition” shall be construed accordingly).

In these Conditions, references to the relevant Final Terms shall, in the case of Exempt Notes, be construed as references to the relevant Pricing Supplement. The relevant Pricing Supplement may specify additional or alternative terms and conditions which shall, to the extent so specified or to the extent inconsistent with these Conditions, replace or modify these Conditions for the purposes of such Exempt Notes.

The terms and conditions applicable to any particular Tranche of Notes are these Conditions as completed by the relevant Final Terms. In the event of any inconsistency between these Conditions and the relevant Final Terms, the relevant Final Terms shall prevail. Certain provisions of these Conditions are summaries of the Trust Deed and the Agency Agreement and are subject to their detailed provisions.

Interpretation

(a) Definitions: In these Conditions the following expressions have the following meanings:

"Accrual Yield" has the meaning given in the relevant Final Terms;

"Additional Amounts" has the meaning given in Condition 13(a) (Gross up);

"Additional Business Centre(s)" means the city or cities specified as such in the relevant Final Terms;

"Additional Financial Centre(s)" means the city or cities specified as such in the relevant Final Terms;

"Adjustment Spread" has the meaning given in Condition 9(a)(vii) (Definitions);

"Alternative Rate" has the meaning given in Condition 9(a)(vii) (Definitions);

"Authorised Signatory" means any director or the company secretary of the Issuer or any other person duly authorised by the Issuer as such and as confirmed in writing by the Issuer to the Trustee;

"Banking Act" means the Banking Act 2009, as amended, modified, re-enacted or replaced from time to time;

"Benchmark Amendments" has the meaning given in Condition 9(a)(iv) (Benchmark Amendments);

"Benchmark Event" has the meaning given in Condition 9(a)(vii) (Definitions);

"Benchmark Frequency" means, if "Benchmark Gilt Rate" is specified in the relevant Final Terms, semi-annual and in all other cases has the meaning given in the relevant Final Terms;

"Benchmark Gilt Rate" means in respect of a Reset Period, the percentage rate determined by the Calculation Agent on the basis of the Gilt Yield Quotations provided (upon request by or on behalf of the Issuer) by the Reference Banks to the Issuer (and by the Issuer to the Calculation Agent) at approximately 11:00 a.m. (London time) on the Reset Determination Date in respect of such Reset Period. If at least four quotations are provided, the Benchmark Gilt Rate will be the arithmetic mean of the quotations provided, eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest). If only two or three quotations are provided, the Benchmark Gilt Rate will be the arithmetic mean of the quotations provided. If only one quotation is provided, the Benchmark Gilt Rate will be the quotation provided. If no quotations are provided, the Benchmark Gilt Rate will be deemed to be equal to the Benchmark Gilt Rate determined for the immediately preceding Reset Period or, in the case of the First Reset Period, an amount specified in the relevant Final Terms as the "First Reset Period Benchmark Gilt Fallback", where:

(i) "Benchmark Gilt" means, in respect of a Reset Period, such United Kingdom government security customarily used in the pricing of new issues having a maturity date on or about the Subsequent Reset Date falling at the end of (but not included in) such Reset Period (if applicable) or (if there is no such Subsequent Reset Date) the Maturity Date as the Issuer (on the advice of the Reference Banks or, failing which, the advice of an independent investment bank or independent financial adviser of international repute selected by the Issuer) may determine to be appropriate following any guidance published by the International Capital Market Association at the relevant time (if any); and

(ii) “Gilt Yield Quotations” means, with respect to a Reset Reference Bank and a Reset Period, the arithmetic mean of the bid and offered yields (on a semi-annual compounding basis) for the Benchmark Gilt in respect of that Reset Period, expressed as a percentage, as quoted by such Reset Reference Bank;

“Broken Amount” means, in respect of any Notes, the amount (if any) that is specified as such in the relevant Final Terms;

“Business Day” means:

(i) in relation to any sum payable in euro, a T2 Settlement Day and a day on which commercial banks and foreign exchange markets settle payments generally in each (if any) Additional Business Centre; and

(ii) in relation to any sum payable in a currency other than euro, a day on which commercial banks and foreign exchange markets settle payments generally in the Principal Financial Centre of the relevant currency and in each (if any) Additional Business Centre;

“Business Day Convention”, in relation to any particular date, has the meaning given in the relevant Final Terms and, if so specified in the relevant Final Terms, may have different meanings in relation to different dates and, in this context, the following expressions shall have the following meanings:

(i) “Following Business Day Convention” means that the relevant date shall be postponed to the first following day that is a Business Day;

(ii) “Modified Following Business Day Convention” or “Modified Business Day Convention” means that the relevant date shall be postponed to the first following day that is a Business Day unless that day falls in the next calendar month in which case that date will be the first preceding day that is a Business Day;

(iii) “Preceding Business Day Convention” means that the relevant date shall be brought forward to the first preceding day that is a Business Day;

(iv) “FRN Convention”, “Floating Rate Convention” or “Eurodollar Convention” means that each relevant date shall be the date which numerically corresponds to the preceding such date in the calendar month which is the number of months specified in the relevant Final Terms as the Specified Period after the calendar month in which the preceding such date occurred provided, however, that:

(A) if there is no such numerically corresponding day in the calendar month in which any such date should occur, then such date will be the last day which is a Business Day in that calendar month;

(B) if any such date would otherwise fall on a day which is not a Business Day, then such 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 the preceding such date occurred on the last day in a calendar month which was a Business Day, then all subsequent such 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 the preceding such date occurred; and

(v) “No Adjustment” means that the relevant date shall not be adjusted in accordance with any Business Day Convention;

“Calculation Amount” has the meaning given in the relevant Final Terms;

a “Capital Disqualification Event” is deemed to have occurred in respect of a Series of Tier 2 Capital Notes if there is a change (or pending change) in the regulatory classification of such Series of Tier 2 Capital Notes which becomes effective after the issue date of the last Tranche

of such Series of Tier 2 Capital Notes and that results, or would be likely to result, in some or all of the principal amount of such Series of Tier 2 Capital Notes ceasing to be included in the Tier 2 Capital of the Issuer Group; provided that, for the avoidance of doubt, any amortisation of the Tier 2 Capital Notes pursuant to Article 64 of Regulation (EU) No. 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms amending Regulation (EU) No. 648/2012 as it forms part of UK domestic law (or any equivalent or successor provision) shall not comprise a Capital Disqualification Event;

“Code” has the meaning given in Condition 13(b) (FATCA);

“Compounded Daily SOFR” has the meaning given in Condition 6(e) (Screen Rate Determination – Floating Rate Notes Referencing Compounded Daily SOFR);

“Compounded Daily SONIA” has the meaning given in Condition 6(d) (Screen Rate Determination – Floating Rate Notes Referencing Compounded Daily SONIA);

“Coupon Sheet” means, in respect of a Bearer Note, a coupon sheet relating to such Note;

“Couponholders” means the holders of the Coupons (whether or not attached to the relevant Notes);

“Day Count Fraction” means, in respect of the calculation of an amount for any period of time (the “Calculation Period”), such day count fraction as may be specified in these Conditions or the relevant Final Terms and:

(i) if “Actual/Actual (ICMA)” is so specified, means:

(A) where the Calculation Period is equal to or shorter than the Regular Period during which it falls, the actual number of days in the Calculation Period divided by the product of (a) the actual number of days in such Regular Period and (b) the number of Regular Periods in any year; and

(B) where the Calculation Period is longer than one Regular Period, the sum of:

(1) the actual number of days in such Calculation Period falling in the Regular Period in which it begins divided by the product of (I) the actual number of days in such Regular Period and (II) the number of Regular Periods in any year; and

(2) the actual number of days in such Calculation Period falling in the next Regular Period divided by the product of (I) the actual number of days in such Regular Period and (II) the number of Regular Periods in any year;

(ii) if “Actual/Actual (ISDA)” is so specified, means the actual number of days in the Calculation Period divided by 365 (or, if any portion of the Calculation Period falls in a leap year, the sum of (1) the actual number of days in that portion of the Calculation Period falling in a leap year divided by 366 and (2) the actual number of days in that portion of the Calculation Period falling in a non-leap year divided by 365);

(iii) if “Actual/365 (Fixed)” is so specified, means the actual number of days in the Calculation Period divided by 365;

(iv) if “Actual/360” is so specified, means the actual number of days in the Calculation Period divided by 360;

(v) if “30/360” is so specified, means the number of days in the Calculation Period divided by 360, calculated on a formula basis is as follows:

$$
\text{Day Count Fraction} = \frac{[360 \times (Y_2 - Y_1)] + [30 \times (M_2 - M_1)] + (D_2 - D_1)}{360}
$$

where:

$\mathbf{Y_1}$ is the year, expressed as a number, in which the first day of the Calculation Period falls;

$\mathbf{Y}_2$ is the year, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;

$\mathbf{M}_1$ is the calendar month, expressed as a number, in which the first day of the Calculation Period falls;

$\mathbf{M}_2$ is the calendar month, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;

$\mathbf{D}_1$ is the first calendar day, expressed as a number, of the Calculation Period, unless such number would be 31, in which case $D_1$ will be 30; and

$\mathbf{D}_2$ is the calendar day, expressed as a number, immediately following the last day included in the Calculation Period, unless such number would be 31 and $D_1$ is greater than 29, in which case $D_2$ will be 30;

(vi) if “30E/360” or “Eurobond Basis” is so specified, means the number of days in the Calculation Period divided by 360, calculated on a formula basis is as follows:

$$
\text{Day Count Fraction} = \frac{[360 \times (Y_2 - Y_1)] + [30 \times (M_2 - M_1)] + (D_2 - D_1)}{360}
$$

where:

$\mathbf{Y}_1$ is the year, expressed as a number, in which the first day of the Calculation Period falls;

$\mathbf{Y}_2$ is the year, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;

$\mathbf{M}_1$ is the calendar month, expressed as a number, in which the first day of the Calculation Period falls;

$\mathbf{M}_2$ is the calendar month, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;

$\mathbf{D}_1$ is the first calendar day, expressed as a number, of the Calculation Period, unless such number would be 31, in which case $D_1$ will be 30; and

$\mathbf{D}_2$ is the calendar day, expressed as a number, immediately following the last day included in the Calculation Period, unless such number would be 31, in which case $D_2$ will be 30;

(vii) if “30E/360 (ISDA)” is so specified, means the number of days in the Calculation Period divided by 360, calculated on a formula basis is as follows:

$$
\text{Day Count Fraction} = \frac{[360 \times (Y_2 - Y_1)] + [30 \times (M_2 - M_1)] + (D_2 - D_1)}{360}
$$

where:

$\mathbf{Y}_1$ is the year, expressed as a number, in which the first day of the Calculation Period falls;

$\mathbf{Y}_2$ is the year, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;

"M₁" is the calendar month, expressed as a number, in which the first day of the Calculation Period falls;

"M₂" is the calendar month, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;

"D₁" is the first calendar day, expressed as a number, of the Calculation Period, unless (1) that day is the last day of February or (2) 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 the Calculation Period, unless (1) that day is the last day of February but not the Maturity Date or (2) such number would be 31, in which case D₂ will be 30,

provided, however, that in each such case the number of days in the Calculation Period is calculated from (and including) the first day of the Calculation Period to (but excluding) the last day of the Calculation Period;

"Designated Maturity" shall have the meaning specified in the relevant Final Terms;

"Early Redemption Amount (Tax)" means, in respect of any Note, its principal amount or such other amount as may be specified in the relevant Final Terms;

"Exempt Note" means a Note which is neither admitted to trading on a UK regulated market (as defined in Regulation (EU) No 600/2014 as it forms part of UK domestic law) nor offered in the UK in circumstances where a prospectus is required to be published under the UK Prospectus Regulation or the Financial Services and Markets Act 2000;

"EURIBOR" means, in respect of any specified period, the interest rate benchmark known as the Eurozone interbank offered rate which is calculated and published by a designated distributor (currently Thomson Reuters) in accordance with the requirements from time to time of the European Money Markets Institute (or any other person which takes over the administration of that rate) based on estimated interbank borrowing rates for a number of designated maturities which are provided, in respect of each such currency, by a panel of contributor banks;

"euro" and "€" means the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty on the Functioning of the European Union, as amended;

"Extraordinary Resolution" has the meaning given in the Trust Deed;

"FATCA Withholding" has the meaning given in Condition 13(b) (FATCA);

"Final Redemption Amount" means, in respect of any Note, its principal amount or such other amount as may be specified in the relevant Final Terms;

"First Interest Payment Date" means the date specified in the relevant Final Terms;

"First Margin" means the margin specified as such in the relevant Final Terms;

"First Reset Date" means the date specified in the relevant Final Terms;

"First Reset Period" means the period from (and including) the First Reset Date until (but excluding) the first Subsequent Reset Date or, if a Subsequent Reset Date is not specified in the relevant Final Terms, the Maturity Date;

"First Reset Rate of Interest" means, in respect of the First Reset Period the rate of interest determined by the Calculation Agent on the relevant Reset Determination Date as the sum of (i) the relevant Reset Rate and (ii) the First Margin (with the sum of (i) and (ii) converted (if necessary) from a basis equivalent to the Benchmark Frequency to a basis equivalent to the

frequency with which scheduled interest payments are payable on the relevant Notes during the First Reset Period (such calculation to be made by the Calculation Agent));

"Fixed Coupon Amount" has the meaning given in the relevant Final Terms;

"Fixed Rate Note" means a Note on which interest is calculated at a fixed rate payable in arrear on a fixed date or dates in each year and on redemption or on such other dates as may be agreed between the Issuer and the relevant dealer(s) (as indicated in the relevant Final Terms);

"Floating Rate Note" means a Note on which interest is calculated at a floating rate payable at intervals of one, two, three, six or 12 months or at such other intervals as may be agreed between the Issuer and the relevant dealer(s) (as indicated in the relevant Final Terms);

"FRBNY" means the Federal Reserve Bank of New York;

"Holder", in the case of Bearer Notes, has the meaning given in Condition 2(b) (Title to Bearer Notes) and, in the case of Registered Notes, has the meaning given in Condition 2(d) (Title to Registered Notes);

"Independent Adviser" has the meaning given in Condition 9(a)(vii) (Definitions);

"Initial Mid-Swap Rate" has the meaning specified in the relevant Final Terms;

"Initial Mid-Swap Rate Final Fallback" has the meaning given in the relevant Final Terms;

"Initial Rate of Interest" has, in relation to a Reset Note, the meaning specified in the relevant Final Terms;

"Insolvency Act" means the Insolvency Act 1986, as the same may be amended, supplemented or replaced from time to time;

"Interest Amount" means, in relation to a Note and an Interest Period, the amount of interest payable in respect of that Note for that Interest Period;

"Interest Commencement Date" means the Issue Date of the Notes or such other date as may be specified as the Interest Commencement Date in the relevant Final Terms;

"Interest Determination Date" means, with respect to an Interest Period, the date specified as such in (or determined in accordance with) the relevant Final Terms, or if not so provided in the relevant Final Terms:

(i) if the Reference Rate is SONIA, the fifth London Banking Day prior to the Interest Payment Date in respect of such Interest Period (or to such other date on which the Notes become due and payable);

(ii) if the Reference Rate is EURIBOR, the second T2 Settlement Day prior to the start of such Interest Period;

(iii) if the Reference Rate is €STR, the fifth T2 Settlement Day prior to the Interest Payment Date in respect of such Interest Period (or to such other date on which the Notes become due and payable); or

(iv) if the Reference Rate is SOFR, the second U.S. Government Securities Business Day prior to the Interest Payment Date in respect of such Interest Period (or to such other date on which the Notes become due and payable).

"Interest Payment Date" means the First Interest Payment Date and any date or dates specified as such in the relevant Final Terms and, if a Business Day Convention is specified in the relevant Final Terms:

(i) as the same may be adjusted in accordance with the relevant Business Day Convention; or

(ii) if the Business Day Convention is the FRN Convention, Floating Rate Convention or Eurodollar Convention and an interval of a number of calendar months is specified in the relevant Final Terms as being the Specified Period, each of such dates as may occur in accordance with the FRN Convention, Floating Rate Convention or Eurodollar Convention at such Specified Period of calendar months following the Interest Commencement Date (in the case of the first Interest Payment Date) or the previous Interest Payment Date (in any other case);

“Interest Period” means each period beginning on (and including) the Interest Commencement Date or any Interest Payment Date and ending on (but excluding) (i) the first Interest Payment Date or next Interest Payment Date (as the case may be) or (ii) (if applicable) such earlier date on which the relevant payment of interest becomes due and payable;

“ISDA Definitions” means (i) if “2006 ISDA Definitions” is specified in the relevant Final Terms, the 2006 ISDA Definitions as published by the International Swaps and Derivatives Association, Inc. (“ISDA”) as amended and updated as at the Issue Date of the first Tranche of the Notes; or (ii) if “2021 ISDA Definitions” is specified in the relevant Final Terms, the latest version of the 2021 ISDA Interest Rate Derivatives Definitions, including any Matrices referred to therein, as published by ISDA as at the Issue Date of the first Tranche of the Notes;

“Issue Date” has the meaning given in the relevant Final Terms;

“Issuer Group” means the Issuer and each entity which is part of the UK prudential consolidation group (as that term, or its successor, is used in the Regulatory Capital Requirements) of which the Issuer is part from time to time, if any;

“Last Observable Mid-Swap Rate Final Fallback” has the meaning given in the relevant Final Terms;

“Loss Absorption Compliant Notes” means securities issued directly by the Issuer that:

(i) have terms which are not materially less favourable to an investor than the terms of the relevant Series of Senior Notes (as reasonably determined by the Issuer in consultation with an investment bank or financial adviser of international standing (which in either case is independent of the Issuer), and provided that a certification to such effect (including as to such consultation) of one Authorised Signatory shall have been delivered to the Trustee (upon which the Trustee shall be entitled to rely without further enquiry and without liability to any person) prior to the issue or, as appropriate, variation of the relevant securities), and, subject thereto, which (1) contain terms which comply with the then current Loss Absorption Regulations in order to be eligible to qualify in full towards the Issuer Group’s minimum requirements for own funds and eligible liabilities and/or loss absorbing capacity instruments; (2) have the same principal amount as the principal amount of the relevant Series of Senior Notes and provide for the same Rate of Interest and Interest Payment Dates from time to time applying to the relevant Series of Senior Notes; (3) rank at least pari passu with the ranking of the relevant Series of Senior Notes immediately prior to the substitution or variation; (4) preserve the obligations (including the obligations arising from the exercise of any right) of the Issuer as to redemption of the relevant Series of Senior Notes, including (without limitation) as to timing of, and amounts payable upon, such redemption; (5) preserve any existing rights under these Conditions to any accrued interest or other amounts which have not been paid; (6) do not contain terms which provide for interest cancellation or deferral; and (7) do not contain terms providing for loss absorption through principal write-down or conversion to ordinary shares (provided that sub-paragraphs (6) and (7) shall not preclude the inclusion of any provision analogous to the provisions of Condition 24(c) (Recognition of UK Bail-in Power) with respect to the acknowledgement of the existence and application of any relevant statutory loss absorption powers); and

(ii) if the relevant Series of Senior Notes was, at the request of the Issuer, listed on a stock exchange or market immediately prior to the relevant substitution or variation, are listed on (a) the same stock exchange or market as the relevant Series of Senior Notes, (b) the official list of the Financial Conduct Authority and admitted to trading on the main

market of the London Stock Exchange plc or (c) any other stock exchange as is a Recognised Stock Exchange at that time as selected by the Issuer;

a “Loss Absorption Disqualification Event” shall be deemed to have occurred in respect of a Series of Senior Notes if, as a result of any amendment (or pending amendment) to, or change (or pending change) in, any Loss Absorption Regulations, or any change in the application or official interpretation of any Loss Absorption Regulations, in any such case becoming effective on or after the issue date of the last Tranche of such Series of Senior Notes, either:

(i) if “Loss Absorption Disqualification Event: Full Exclusion” is specified in the relevant Final Terms, the entire principal amount of such Series of Senior Notes; or
(ii) if “Loss Absorption Disqualification Event: Full or Partial Exclusion” is specified in the relevant Final Terms, some or all of the principal amount of such Series of Senior Notes,

is or (in the opinion of the Issuer or the Relevant Authority) is likely to be excluded from the minimum requirements for (a) own funds and eligible liabilities and/or (b) loss absorbing capacity instruments of the Issuer Group, in each case as such minimum requirements are applicable to the Issuer Group and determined in accordance with, and pursuant to, the relevant Loss Absorption Regulations; provided that a Loss Absorption Disqualification Event shall not occur where the exclusion of the relevant Series of Senior Notes (or, if applicable, the relevant part thereof) from the relevant minimum requirement(s) is due to the remaining maturity of such Notes being less than any period prescribed by any applicable eligibility criteria for such minimum requirements under the relevant Loss Absorption Regulations effective with respect to the Issuer Group on the issue date of the last Tranche of the relevant Series of Senior Notes;

“Loss Absorption Regulations” means, at any time, any requirement contained in the laws, regulations, requirements, guidelines, rules, standards and policies relating to minimum requirements for own funds and eligible liabilities and/or loss absorbing capacity instruments of the United Kingdom (including, without limitation, any provisions of the Insolvency Act or the Banking Act) and/or any Relevant Authority then in effect in the United Kingdom and applicable to the Issuer Group, including, without limitation to the generality of the foregoing, any regulations, requirements, guidelines, rules, standards and policies relating to minimum requirements for own funds and eligible liabilities and/or loss absorbing capacity instruments adopted by any Relevant Authority from time to time (whether such regulations, requirements, guidelines, rules, standards or policies are applied generally or specifically to the Issuer Group and whether or not having the force of law);

“Margin” has the meaning given in the relevant Final Terms;

“Maturity Date” has the meaning given in the relevant Final Terms;

“Maximum Redemption Amount” has the meaning given in the relevant Final Terms;

“Mid-Market Swap Rate” means, for any Reset Period, the mean of the bid and offered rates for the fixed leg payable with a frequency equivalent to the Benchmark Frequency during the relevant Reset Period (calculated on the day count basis then customary for fixed rate payments in the Specified Currency) of a fixed-for-floating interest rate swap transaction in the Specified Currency which transaction (i) has a term equal to the relevant Reset Period and commencing on the relevant Reset Date, (ii) is in an amount that is representative for a single transaction in the relevant market at the relevant time with an acknowledged dealer of good credit in the swap market and (iii) has a floating leg based on the Mid-Swap Floating Leg Benchmark Rate for the Mid-Swap Maturity (as specified in the relevant Final Terms) (calculated on the day count basis then customary for floating rate payments in the Specified Currency);

“Mid-Market Swap Rate Quotation” means a quotation (expressed as a percentage rate per annum) for the relevant Mid-Market Swap Rate;

“Mid-Swap Floating Leg Benchmark Rate” means the Reference Rate as specified in the relevant Final Terms;

“Mid-Swap Maturity” has the meaning given in the relevant Final Terms;

"Mid-Swap Rate" means, in relation to a Reset Determination Date and subject to Condition 5(d) (Fallback – Mid-Swap Rate), either:

(i) if Single Mid-Swap Rate is specified in the relevant Final Terms, the rate for swaps in the Specified Currency:

(A) with a term equal to the relevant Reset Period; and
(B) commencing on the relevant Reset Date,

which appears on the Relevant Screen Page; or

(ii) if Mean Mid-Swap Rate is specified in the relevant Final Terms, the arithmetic mean (expressed as a percentage rate per annum) of the bid and offered swap rate quotations for swaps in the Specified Currency:

(A) with a term equal to the relevant Reset Period; and
(B) commencing on the relevant Reset Date,

which appear on the Relevant Screen Page,

in either case, as at approximately 11.00 a.m. in the Principal Financial Centre of the Specified Currency on such Reset Determination Date, all as determined by the Calculation Agent;

"Minimum Redemption Amount" has the meaning given in the relevant Final Terms;

"Noteholder", in the case of Bearer Notes, has the meaning given in Condition 2(b) (Title to Bearer Notes) and, in the case of Registered Notes, has the meaning given in Condition 2(d) (Title to Registered Notes);

"Optional Redemption Amount (Call)" means, in respect of any Note, its principal amount or such other amount as may be specified in the relevant Final Terms;

"Optional Redemption Amount (Capital Disqualification Event)" means, in respect of any Tier 2 Capital Note, its principal amount or such other amount as may be specified in the relevant Final Terms;

"Optional Redemption Amount (Loss Absorption Disqualification Event)" means, in respect of any Senior Note, its principal amount or such other amount as may be specified in the relevant Final Terms;

"Optional Redemption Date (Call)" has the meaning given in the relevant Final Terms;

"Original Reference Rate" has the meaning given in Condition 9(a)(vii) (Definitions);

"Payment Business Day" means:

(i) if the currency of payment is euro, any day (other than a Saturday, Sunday or public holiday) which is:

(A) a day on which (1) (in the case of a payment requiring presentation or surrender of a Note, Certificate or a Coupon) banks in the relevant place of presentation are open for presentation and payment of bearer debt securities and for dealings in foreign currencies and (2) commercial banks are open for general business (including dealings in foreign currencies) in the city where the Principal Paying Agent has its Specified Office; and
(B) in the case of payment by transfer to an account, a T2 Settlement Day; and
(C) a day on which dealings in foreign currencies may be carried on in each (if any) Additional Financial Centre; or

(ii) if the currency of payment is not euro, any day (other than a Saturday, Sunday or public holiday) which is:

(B) in the case of payment by transfer to an account, a day on which dealings in foreign currencies may be carried on in the Principal Financial Centre of the currency of payment; and

“person” means any individual, company, corporation, firm, partnership, joint venture, association, organisation, state or agency of a state or other entity, whether or not having separate legal personality;

“Principal Financial Centre” means, in relation to any currency, the principal financial centre for that currency provided, however, that in relation to euro, it means the principal financial centre of such Member State of the European Union as is selected (in the case of a payment) by the payee or (in the case of a calculation) by the Issuer;

“Proceedings” has the meaning given in Condition 24(b) (Jurisdiction);

“Qualifying Tier 2 Securities” means securities issued directly by the Issuer that:

(i) have terms which are not materially less favourable to an investor than the terms of the relevant Series of Tier 2 Capital Notes (as reasonably determined by the Issuer in consultation with an investment bank or financial adviser of international standing (which in either case is independent of the Issuer), and provided that a certificate to such effect (including as to such consultation) of one Authorised Signatory shall have been delivered to the Trustee (upon which the Trustee shall be entitled to rely without further enquiry and without liability to any person) prior to the issue or, as appropriate, variation of the relevant securities), and, subject thereto, which (1) contain terms which comply with the then current requirements of the Relevant Authority in relation to Tier 2 Capital; (2) have the same principal amount as the principal amount of the relevant Series of Tier 2 Capital Notes and provide for the same Rate of Interest and Interest Payment Dates from time to time applying to the relevant Series of Tier 2 Capital Notes; (3) rank at least pari passu with the ranking of the relevant Series of Tier 2 Capital Notes immediately prior to the substitution or variation; (4) preserve the obligations (including the obligations arising from the exercise of any right) of the Issuer as to redemption of the relevant Series of Tier 2 Capital Notes, including (without limitation) as to timing of, and amounts payable upon, such redemption; (5) preserve any existing rights under these Conditions to any accrued interest or other amounts which have not been paid; (6) do not contain terms which provide for interest cancellation or deferral; and (7) do not contain terms providing for loss absorption through principal write-down or conversion to ordinary shares (provided that sub-paragraphs (6) and (7) shall not preclude the inclusion of any provision analogous to the provisions of Condition 24(c)(Recognition of UK Bail-in Power) with respect to the acknowledgement of the existence and application of any relevant statutory loss absorption powers); and

(ii) if the relevant Series of Tier 2 Capital Notes was, at the request of the Issuer, listed on a stock exchange or market immediately prior to the relevant substitution or variation, are listed on (a) the same stock exchange or market as the relevant Series of Tier 2 Capital Notes, (b) the official list of the Financial Conduct Authority and admitted to trading on the main market of the London Stock Exchange plc or (c) any other stock exchange as is a Recognised Stock Exchange at that time as selected by the Issuer;

"Rate of Interest" means (i) in the case of Notes other than Reset Notes, the rate or rates (expressed as a percentage per annum) of interest payable in respect of the Notes specified in the relevant Final Terms or calculated or determined in accordance with the provisions of these Conditions and/or the relevant Final Terms; and (ii) in the case of Reset Notes, the Initial Rate of Interest, the First Reset Rate of Interest or the relevant Subsequent Reset Rate of Interest, as applicable;

"Recognised Stock Exchange" means a recognised stock exchange as defined in section 1005 of the United Kingdom Income Tax Act 2007 as the same may be amended from time to time and any provision, statute or statutory instrument replacing the same from time to time;

"Record Date" has the meaning given in Condition 12(f) (Record date);

"Redemption Amount" means, as appropriate, the Final Redemption Amount, the Early Redemption Amount (Tax), the Optional Redemption Amount (Call), the Optional Redemption Amount (Loss Absorption Disqualification Event), the Optional Redemption Amount (Capital Disqualification Event), the Non-Sterling Make-Whole Amount, the Sterling Make-Whole Amount, the Clean-up Call Option Amount or such other amount in the nature of a redemption amount as may be specified in the relevant Final Terms;

"Reference Banks" (i) in the case of Notes other than Reset Notes, has the meaning given in the relevant Final Terms or, if none, five major banks selected by the Issuer in the market that is most closely connected with the Reference Rate; and (ii) in the case of Reset Notes, has the meaning given in the relevant Final Terms or, if none (1) in the case of the calculation of a Mid-Market Swap Rate, five major banks in the swap, money, securities or other market most closely connected with the relevant Mid-Swap Rate as selected by the Issuer or (2) in the case of the calculation of a Benchmark Gilt Rate, five brokers of gilts and/or gilt-edged market makers as selected by the Issuer;

"Reference Bond" means for any Reset Period a government security or securities issued by the government of the state responsible for issuing the Specified Currency (which, if the Specified Currency is euro, shall be Germany) selected by the Issuer as having an actual or interpolated maturity date on or about the last day of such Reset Period and that (in the opinion of the Issuer) would be utilised, at the time of selection and in accordance with customary financial practice, in pricing new issuances of corporate debt securities denominated in the Specified Currency and of a comparable maturity to the relevant Reset Period;

"Reference Bond Dealer" means each of five banks which are primary government securities dealers or market makers in pricing corporate bond issuances, as selected by the Issuer;

"Reference Bond Dealer Quotations" means, with respect to each Reference Bond Dealer and the relevant Reset Determination Date, the arithmetic mean, as determined by the Calculation Agent, of the bid and offered yields to maturity or interpolated yields to maturity (on the relevant day count basis) for the Reference Bond as at the Reference Bond Relevant Time in the principal financial centre of the Specified Currency (which, if the Specified Currency is euro, shall be Frankfurt) on the relevant Reset Determination Date and quoted in writing to the Issuer (and provided by the Issuer to the Calculation Agent) by such Reference Bond Dealer;

"Reference Bond Rate" means, in respect of a Reset Period, the percentage rate determined by the Calculation Agent on the basis of the Reference Bond Dealer Quotations provided (upon request by or on behalf of the Issuer) by the Reference Bond Dealers to the Issuer (and by the Issuer to the Calculation Agent) at approximately the Reference Bond Relevant Time on the Reset Determination Date in respect of such Reset Period. If at least four quotations are provided, the Reference Bond Rate will be the arithmetic mean of the quotations provided, eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest). If only two or three quotations are provided, the Reference Bond Rate will be the arithmetic mean of the quotations provided. If only one quotation is provided, the Reference Bond Rate will be the quotation provided. If no quotations are provided, the Reference Bond Rate will be deemed to be equal to the Reference Bond Rate determined for the immediately preceding Reset Period or, in the case of the First

Reset Period, an amount specified in the relevant Final Terms as the "First Reset Period Reference Bond Fallback";

"Reference Bond Relevant Time" has the meaning given in the relevant Final Terms;

"Reference Price" has the meaning given in the relevant Final Terms;

"Reference Rate" shall mean (i) EURIBOR, (ii) SONIA, (iii) €STR or (iv) SOFR, in the case of (i) for the relevant period, as specified in the relevant Final Terms;

"Regular Period" means:

(i) in the case of Notes where interest is scheduled to be paid only by means of regular payments, each period from (and including) the Interest Commencement Date to (but excluding) the first Interest Payment Date and each successive period from (and including) one Interest Payment Date to (but excluding) the next Interest Payment Date;

(ii) in the case of Notes where, apart from the first Interest Period, interest is scheduled to be paid only by means of regular payments, each period from (and including) a Regular Date falling in any year to (but excluding) the next Regular Date, where "Regular Date" means the day and month (but not the year) on which any Interest Payment Date falls; and

(iii) in the case of Notes where, apart from one Interest Period other than the first Interest Period, interest is scheduled to be paid only by means of regular payments, each period from (and including) a Regular Date falling in any year to (but excluding) the next Regular Date, where "Regular Date" means the day and month (but not the year) on which any Interest Payment Date falls other than the Interest Payment Date falling at the end of the irregular Interest Period;

"Regulatory Capital Requirements" means, at any time, any requirement contained in the laws, regulations, requirements, guidelines and policies of the Relevant Authority (whether or not having the force of law) or of the United Kingdom relating to capital adequacy (whether on a risk-weighted, leverage or other basis), prudential supervision (including the requisite features of own funds instruments) and resolution and applicable to the Issuer Group;

"Relevant Authority" means, at any time, the Bank of England (i) acting as the Prudential Regulation Authority in the context of prudential matters or (ii) acting through its Resolution Directorate in the context of resolution matters or such other additional or successor authority having primary supervisory authority with respect to prudential and/or resolution matters concerning the Issuer and/or the Issuer Group at such time;

"Relevant Date" means (i) in respect of any payment other than a sum to be paid by the Issuer in a Winding-Up, the date on which payment in respect of it first becomes due or (if any amount of the money payable is improperly withheld or refused) the date on which payment in full of the amount outstanding is made or (if earlier) the date seven days after that on which notice is duly given to the Holders that, upon further surrender of the Certificate or Bearer Note representing such Note being made in accordance with the Conditions, such payment will be made, provided that payment is in fact made upon such surrender, and (ii) in respect of a sum to be paid by the Issuer in a Winding-Up, the date which is one day prior to the date on which an order is made or a resolution is passed for the winding-up or, in the case of an administration (including a bank administration procedure pursuant to the Banking Act), one day prior to the date on which any dividend is distributed;

"Relevant Financial Centre" has the meaning given in the relevant Final Terms;

"Relevant Jurisdiction" means the United Kingdom or any political subdivision or any authority thereof or therein having power to tax or any other jurisdiction or any political subdivision or any authority thereof or therein having power to tax to which the Issuer becomes subject in respect of payments made by it of principal, premium (if any) and/or interest on the Notes;

"Relevant Nominating Body" has the meaning given in Condition 9(a)(vii) (Definitions);

"Relevant Screen Page" means the page, section or other part of a particular information service (or any successor or replacement page, section or other part of a particular information service, including, without limitation, Reuters or Bloomberg) specified as the Relevant Screen Page in the relevant Final Terms, or such other page, section or other part as may replace it on that information service or such other page provided by such information service, in each case, as may be nominated by the person providing or sponsoring the information appearing there for the purpose of displaying rates or prices comparable to the Reference Rate;

"Relevant Time" has the meaning given in the relevant Final Terms;

"Reset Date" means the First Reset Date and each Subsequent Reset Date (as applicable);

"Reset Determination Date" means, unless otherwise specified in the relevant Final Terms, with respect to a Reset Period, the second Business Day prior to the Reset Date on which that Reset Period commences;

"Reset Note" means a Note which bears interest at a fixed rate of interest which is recalculated at specified intervals;

"Reset Period" means the First Reset Period or a Subsequent Reset Period, as the case may be;

"Reset Period Maturity Initial Mid-Swap Rate" has the meaning given in the relevant Final Terms;

"Reset Rate" means (i) if "Mid-Swap Rate" is specified in the relevant Final Terms, the relevant Mid-Swap Rate; (ii) if "Benchmark Gilt Rate" is specified in the relevant Final Terms, the relevant Benchmark Gilt Rate; or (iii) if "Reference Bond" is specified in the relevant Final Terms, the relevant Reference Bond Rate;

"Senior Claims" means the aggregate amount of all claims admitted in a Winding-Up in respect of creditors of the Issuer (a) who are unsubordinated creditors of the Issuer (including, for the avoidance of doubt, holders of Senior Notes of the Issuer); and (b) whose claims are or are expressed to be subordinated to the claims of other creditors of the Issuer (other than those whose claims are in respect of obligations which constitute, or would but for any applicable limitation on the amount of such capital, constitute, Tier 1 Capital or Tier 2 Capital or whose claims otherwise rank or are expressed to rank pari passu with, or junior to, the claims of Holders in respect of the Tier 2 Capital Notes or related Coupons);

"Senior Notes" has the meaning given in Condition 3 (Status);

"SOFR Reference Rate" means Compounded Daily SOFR, Weighted Average SOFR or SOFR Compounded Index Rate;

"Specified Currency" has the meaning given in the relevant Final Terms;

"Specified Denomination(s)" has the meaning given in the relevant Final Terms;

"Specified Office" has the meaning given in the Agency Agreement;

"Specified Period" has the meaning given in the relevant Final Terms;

"Subsequent Margin" means the margin(s) specified as such in the relevant Final Terms;

"Subsequent Reset Date" means the date or dates specified in the relevant Final Terms;

"Subsequent Reset Period" means the period from (and including) the first Subsequent Reset Date to (but excluding) the next Subsequent Reset Date (or, if there is no such next Subsequent Reset Date, the Maturity Date), and each successive period from (and including) a Subsequent Reset Date to (but excluding) the next succeeding Subsequent Reset Date (or, if there is no such next Subsequent Reset Date, the Maturity Date);

"Subsequent Reset Rate of Interest" means, in respect of any Subsequent Reset Period, the rate of interest determined by the Calculation Agent on the relevant Reset Determination Date as the sum of (i) the relevant Reset Rate and (ii) the relevant Subsequent Margin (with the sum of (i) and (ii) converted (if necessary) from a basis equivalent to the Benchmark Frequency to a basis equivalent to the frequency with which scheduled interest payments are payable on the relevant Notes during the relevant Subsequent Reset Period (such calculation to be made by the Calculation Agent));

"Substitute Obligor" has the meaning given in Condition 18(c) (Substitution);

"Successor in Business" has the meaning given in Condition 18(c)(i) (Substitution);

"Successor Rate" has the meaning given in Condition 9(a)(vii) (Definitions);

"Supervisory Permission" means, in relation to any action, such notice, permission, consent, approval, non-objection and/or waiver as is required therefor under (in the case of Tier 2 Capital Notes) prevailing Regulatory Capital Requirements (if any) and/or (in the case of Senior Notes) the Loss Absorption Regulations (if any);

"T2" means the real time gross settlement system operated by the Eurosystem, or any successor system;

"T2 Settlement Day" means any day on which T2 is open for the settlement of payments in euro;

"Talon" means a talon for further Coupons;

a "Tax Event" is deemed to have occurred in respect of a Series of Notes if, as a result of a Tax Law Change:

(i) in making any payments on the Notes of such Series, the Issuer has paid or will or would on the next payment date be required to pay Additional Amounts; or
(ii) the Issuer is not, or would not be, entitled to claim a deduction in respect of any payments in respect of the Notes of such Series in computing its taxation liabilities or the amount of such deduction is reduced; or
(iii) the Notes of such Series are prevented or would be prevented from being treated as loan relationships for United Kingdom tax purposes; or
(iv) the Issuer would not, as a result of the Notes of such Series being in issue, be able to have losses or deductions set against the profits or gains, or profits or gains offset by the losses or deductions, of companies with which it is or would otherwise be so grouped for applicable United Kingdom tax purposes (whether under the group relief system current as at the issue date of the last Tranche of the relevant Series of Notes or any similar system or systems having like effect as may from time to time exist); or
(v) the Notes of such Series or any part thereof are, or would be, treated as a derivative or an embedded derivative for United Kingdom tax purposes; or
(vi) the Issuer would be required to bring into account a United Kingdom tax liability, or the receipt of income or profit which would be subject to United Kingdom tax, in respect of a write-down of the principal amount of the Notes of such Series or the conversion of the Notes of such Series into shares as a result of the exercise of Statutory Loss Absorption Powers,

and, in any such case, the Issuer could not avoid the foregoing by taking measures reasonably available to it;

"Tax Law Change" means a change in or proposed change in, or amendment or proposed amendment to, the laws or regulations of a Relevant Jurisdiction, including any treaty to which such Relevant Jurisdiction is a party, or any change in the application of official or generally

published interpretation of such laws, including a decision of any court or tribunal, or any interpretation or pronouncement by any relevant tax authority that provides for a position with respect to such laws or regulations that differs from the previously generally accepted position in relation to similar transactions or which differs from any specific written statements made by a tax authority regarding the anticipated tax treatment of the Notes, of the relevant Series, which change or amendment (x) (subject to (y)) becomes, or would become, effective on or after the issue date of the last Tranche of Notes of the relevant Series, or (y) in the case of a change or proposed change in law, if such change is enacted (or, in the case of a proposed change, is expected to be enacted), on or after the issue date of the last Tranche of Notes of the relevant Series;

“Tier 1 Capital” has the meaning given to it (or any successor term) from time to time by the Relevant Authority;

“Tier 2 Capital” has the meaning given to it (or any successor term) from time to time by the Relevant Authority;

“Tier 2 Capital Notes” has the meaning given in Condition 3 (Status);

“UK” means the United Kingdom of Great Britain and Northern Ireland;

“UK Prospectus Regulation” means Regulation (EU) 2017/1129 as it forms part of UK domestic law;

“Winding-Up” means:

(i) an order is made, or an effective resolution is passed, for the winding-up of the Issuer (except, in any such case, a solvent winding-up solely for the purposes of a reorganisation, reconstruction or amalgamation, the terms of which reorganisation, reconstruction or amalgamation have previously been approved in writing by the Trustee or by an Extraordinary Resolution and do not provide that the Notes thereby become redeemable or repayable in accordance with these Conditions);

(ii) following the appointment of an administrator of the Issuer, such administrator declares and distributes, or gives notice that it intends to declare and distribute, a dividend; or

(iii) the liquidation or dissolution of the Issuer or if any event analogous to that described in paragraph (i) or (ii) of this definition occurs in respect of the Issuer, including pursuant to any bank insolvency procedure or bank administration procedure pursuant to the Banking Act; and

“Zero Coupon Note” means a Note specified as such in the relevant Final Terms.

(b) Interpretation: In these Conditions:

(i) if the Notes are Zero Coupon Notes, references to Coupons and Couponholders are not applicable;

(ii) if Talons are specified in the relevant Final Terms as being attached to the Notes at the time of issue, references to Coupons shall be deemed to include references to Talons;

(iii) if Talons are not specified in the relevant Final Terms as being attached to the Notes at the time of issue, references to Talons are not applicable;

(iv) any reference to principal shall be deemed to include (a) the Redemption Amount, (b) (in the case of Senior Notes only and unless the relevant Final Terms expressly specifies “Senior Notes: Gross-up of principal” as “Not Applicable”) any Additional Amounts in respect of principal which may be payable under Condition 13 (Taxation) or any undertakings given in addition thereto or in substitution therefor pursuant to the Trust Deed and (c) any premium payable in respect of a Note and any other amount in the nature of principal payable pursuant to these Conditions;

(v) any reference to interest shall be deemed to include (a) any Additional Amounts in respect of interest which may be payable under Condition 13 (Taxation) and any undertakings given in addition thereto or in substitution therefor pursuant to the Trust Deed and (b) any other amount in the nature of interest payable pursuant to these Conditions;

(vi) references to Notes being “outstanding” shall be construed in accordance with the Trust Deed; and

(vii) if an expression is stated in Condition 1(a) (Definitions) to have the meaning given in the relevant Final Terms, but the relevant Final Terms gives no such meaning or specifies that such expression is “Not Applicable” then such expression is not applicable to the Notes.

Form, Denomination, Title and Transfer

(a) Bearer Notes

Bearer Notes are in the Specified Denomination(s) with Coupons and, if specified in the relevant Final Terms, Talons attached at the time of issue. In the case of a Series of Bearer Notes with more than one Specified Denomination, Bearer Notes of one Specified Denomination will not be exchangeable for Bearer Notes of another Specified Denomination.

(b) Title to Bearer Notes

Title to Bearer Notes and the Coupons will pass by delivery. In the case of Bearer Notes, “Holder” means the holder of such Bearer Note and “Noteholder” and “Couponholder” shall be construed accordingly.

Registered Notes are in the Specified Denomination(s), which may include a minimum denomination specified in the relevant Final Terms and higher integral multiples of a smaller amount specified in the relevant Final Terms.

(d) Title to Registered Notes

The Registrar will maintain the register in accordance with the provisions of the Agency Agreement. A certificate (each, a “Certificate”) will be issued to each Holder of Registered Notes in respect of its registered holding. Each Certificate will be numbered serially with an identifying number which will be recorded in the Register. In the case of Registered Notes, “Holder” means the person in whose name such Registered Note is for the time being registered in the Register (or, in the case of a joint holding, the first named thereof) and “Noteholder” shall be construed accordingly.

(e) Ownership

The Holder of any Note or Coupon shall (except as otherwise required by law) be treated as its absolute owner for all purposes (whether or not it is overdue and regardless of any notice of ownership, trust or any other interest therein, any writing thereon or, in the case of Registered Notes, on the Certificate relating thereto (other than the endorsed form of transfer) or any notice of any previous loss or theft thereof) and no person shall be liable for so treating such Holder.

(f) Transfers of Registered Notes

Subject to Conditions 2(j) (Closed periods) and 2(k) (Regulations concerning transfers and registration), a Registered Note may be transferred in whole or in part upon the surrender of the relevant Certificate, with the endorsed form of transfer duly completed, at the Specified Office of the Registrar or any Transfer Agent, together with such evidence as the Registrar or (as the case may be) such Transfer Agent may reasonably require to prove the title of the transferor and the authority of the individuals who have executed the form of transfer; provided, however, that a Registered Note may not be transferred unless the principal amount of Registered Notes

transferred and (where not all of the Registered Notes held by a Holder are being transferred) the principal amount of the balance of Registered Notes not transferred are Specified Denominations. Where not all the Registered Notes represented by the surrendered Certificate are the subject of the transfer, a new Certificate in respect of the balance of the Registered Notes will be issued to the transferor and in any case a further new Certificate will be issued to the transferee in respect of the part transferred.

(g) Exercise of Options or Partial Redemption in Respect of Registered Notes

In the case of an exercise of an Issuer's 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.

(h) Registration and delivery of Certificates

Within three business days of the surrender of a Certificate in accordance with Condition 2(f) (Transfers of Registered Notes), the Registrar will register the transfer in question and deliver a new Certificate of a like principal amount to the Registered Notes transferred to each relevant Holder at its Specified Office or (as the case may be) the Specified Office of any Transfer Agent or (at the request and risk of any such relevant Holder) by uninsured first class mail (airmail if overseas) to the address specified for the purpose by such relevant Holder. In this Condition 2(h) (Registration and delivery of Certificates), "business day" means a day on which commercial banks and foreign exchange markets settle payments generally in the city where the Registrar or (as the case may be) the relevant Transfer Agent has its Specified Office.

(i) No charge

The transfer of a Registered Note will be effected without charge by or on behalf of the Issuer or the Registrar or any Transfer Agent but against such indemnity as the Registrar or (as the case may be) such Transfer Agent may require in respect of any tax or other duty of whatsoever nature which may be levied or imposed in connection with such transfer.

(j) Closed periods

No Noteholder may require the transfer of a Note to be registered (i) during the period of 15 days ending on (and including) the due date for redemption or substitution of that Note pursuant to Condition 10 (Redemption, Purchase, Substitution and Variation), or (ii) during the period of seven days ending on (and including) any Record Date.

(k) Regulations concerning transfers and registration

All transfers of Registered Notes and entries on the Register are subject to the detailed regulations concerning the transfer of Registered Notes scheduled to the 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 mailed (free of charge) by the Registrar to any Noteholder who requests in writing a copy of such regulations.

(l) No exchange

Registered Notes may not be exchanged for Bearer Notes and Bearer Notes may not be exchanged for Registered Notes.

Status

The Notes are either senior Notes (“Senior Notes”) or tier 2 capital Notes (“Tier 2 Capital Notes”), as specified in the relevant Final Terms.

(a) Senior Notes

The Issuer and, by virtue of its holding of any Senior Note or any beneficial interest therein, each Holder of (or holder of a beneficial interest in) a Senior Note and each Holder of a Coupon relating to a Senior Note acknowledge and agree that if a Winding-Up occurs, the rights and claims of the Holders and the Couponholders (and the Trustee on their behalf) against the Issuer in such Winding-Up in respect of, or arising under, each Senior Note (and each Coupon relating thereto, if any) shall be for (in lieu of any other payment by the Issuer) an amount equal to the principal amount of the relevant Senior Note or (as the case may be) the amount of accrued and unpaid interest represented by such Coupon, together with, to the extent not otherwise included within the foregoing, any other amounts attributable to such Senior Note or Coupon, including any accrued and unpaid interest thereon and any damages awarded for breach of any obligations in respect of such Senior Note or such Coupon (as applicable), such rights and claims ranking as provided above in this Condition 3(a) (Senior Notes).

(b) Tier 2 Capital Notes

The Tier 2 Capital Notes (and the Coupons relating thereto, if any) constitute direct and unsecured obligations of the Issuer, subordinated as provided below, and constitute tertiary non-preferential debt of the Issuer for the purposes of the Insolvency Act and any other mandatory provisions of applicable law. Subject to the Insolvency Act, the Tier 2 Capital Notes and any Coupons relating thereto rank junior to the Senior Notes of the Issuer and any Coupons relating thereto. The Tier 2 Capital Notes of the Issuer rank pari passu without any preference among themselves.

The Issuer and, by virtue of its holding of any Tier 2 Capital Note or any beneficial interest therein, each Holder of (or holder of a beneficial interest in) a Tier 2 Capital Note and each Holder of a Coupon relating to a Tier 2 Capital Note acknowledge and agree that if a Winding-Up occurs, the rights and claims of the Holders and the Couponholders (and the Trustee on their behalf) against the Issuer in such Winding-Up in respect of, or arising under, each Tier 2 Capital Note (and each Coupon relating thereto, if any) shall be for (in lieu of any other payment by the Issuer) an amount equal to the principal amount of the relevant Tier 2 Capital Note or (as the case may be) the amount of accrued and unpaid interest represented by such Coupon, together with, to the extent not otherwise included within the foregoing, any other amounts attributable to such Tier 2 Capital Note or Coupon, including any accrued and unpaid interest thereon and any damages awarded for breach of any obligations in respect of such Tier 2 Capital Note or such Coupon (as applicable), provided however that such rights and claims shall be subordinated as provided in this Condition 3(b) (Tier 2 Capital Notes) and in the Trust Deed to all Senior Claims but shall rank:

(i) at least pari passu with the claims of the holders of all other subordinated obligations of the Issuer which constitute, or would but for any applicable limitation on the amount of such capital constitute, Tier 2 Capital and all obligations of the Issuer which rank, or are expressed by their terms to rank, pari passu therewith; and

(ii) in priority to the claims of the holders of (x) all obligations of the Issuer which constitute, or would but for any applicable limitation on the amount of such capital constitute, Tier 1 Capital and all obligations of the Issuer which rank, or are expressed by their terms to rank, pari passu therewith, (y) any other obligations of the Issuer which rank or are

expressed by their terms to rank junior to the Tier 2 Capital Notes and (z) all classes of share capital of the Issuer.

Subject to applicable law, no Holder may exercise, claim or plead any right of set-off, compensation, counterclaim, retention or netting in respect of any amount owed to it by the Issuer in respect of, or arising under or in connection with any Notes, any related Coupons or the Trust Deed and each Holder shall, by virtue of their holding of any Note or Coupon (or any beneficial interest therein), be deemed, to the fullest extent permitted under applicable law, to have waived all such rights of set-off, compensation, counterclaim, retention or netting. Notwithstanding the preceding sentence, if any of the amounts owing to any Holder by the Issuer in respect of, or arising under or in connection with any Notes or any related Coupons is discharged by set-off, compensation, counterclaim, retention or netting, such Holder shall, subject to applicable law, immediately pay an amount equal to the amount of such discharge to the Issuer (or, in the event of its winding-up or administration, the liquidator or, as appropriate, administrator of the Issuer) and, until such time as payment is made, shall hold an amount equal to such amount in trust for the Issuer (or the liquidator or, as appropriate, administrator of the Issuer (as the case may be)) and accordingly any such discharge shall be deemed not to have taken place.

Condition 3(c) (No set-off) shall not be construed as indicating or acknowledging that any rights of set-off (including compensation or retention), counterclaim or netting would, but for Condition 3(c) (No set-off), otherwise be available to any Holder with respect to any Note.

(d) Trustee Expenses

Nothing in this Condition 3 (Status) shall affect or prejudice the payment of the costs, charges, expenses, liabilities or remuneration of the Trustee in such capacity or the rights and remedies of the Trustee in respect thereof.

Fixed Rate Note Provisions

(a) Application

This Condition 4 (Fixed Rate Note Provisions) is applicable to the Notes only if the Fixed Rate Note Provisions are specified in the relevant Final Terms as being applicable.

(b) Accrual of interest

The Notes bear interest on their outstanding principal amount from (and including) the Interest Commencement Date at the Rate of Interest payable in arrear on each Interest Payment Date, subject as provided in Conditions 11 (Payments – Bearer Notes) and 12 (Payments – Registered Notes) (as applicable). Each Note will cease to bear interest from (and including) the due date for redemption unless, upon due presentation, payment of the Redemption Amount is improperly withheld or refused, in which case it will continue to bear interest in accordance with this Condition 4 (Fixed Rate Note Provisions) (as well after as before judgment) up to (but excluding) the Relevant Date.

The amount of interest payable in respect of each Note for any Interest Period shall be the relevant Fixed Coupon Amount and, if the Notes are in more than one Specified Denomination, shall be the relevant Fixed Coupon Amount in respect of the relevant Specified Denomination. Payments of interest on any Interest Payment Date will, if so specified in the relevant Final Terms, amount to the Broken Amount so specified.

(d) Calculation of interest amount

The amount of interest payable in respect of each Note for any period for which a Fixed Coupon Amount is not specified shall be calculated by applying the Rate of Interest to the Calculation Amount, multiplying the product by the relevant Day Count Fraction, rounding the resulting

figure to the nearest sub-unit of the Specified Currency (half a sub-unit being rounded upwards) and multiplying such rounded figure by a fraction equal to the Specified Denomination of such Note divided by the Calculation Amount. For this purpose a “sub-unit” means, in the case of any currency other than euro, the lowest amount of such currency that is available as legal tender in the country of such currency and, in the case of euro, means one cent.

5. Reset Note Provisions

(a) Application

This Condition 5 (Reset Note Provisions) is applicable to the Notes only if the Reset Note Provisions are specified in the relevant Final Terms as being applicable.

(b) Accrual of interest

The Notes bear interest on their outstanding principal amount:

(i) from (and including) the Interest Commencement Date specified in the relevant Final Terms to (but excluding) the First Reset Date at the rate per annum equal to the Initial Rate of Interest;

(ii) from (and including) the First Reset Date to (but excluding) the first Subsequent Reset Date or, if a Subsequent Reset Date is not specified in the relevant Final Terms, the Maturity Date at the rate per annum equal to the First Reset Rate of Interest; and

(iii) for each Subsequent Reset Period thereafter (if any), at the rate per annum equal to the relevant Subsequent Reset Rate of Interest,

payable, in each case, in arrear on each Interest Payment Date, subject as provided in Conditions 11 (Payments – Bearer Notes) and 12 (Payments – Registered Notes) (as applicable). Each Note will cease to bear interest from (and including) the due date for redemption unless, upon due presentation, payment of the Redemption Amount is improperly withheld or refused, in which case it will continue to bear interest in accordance with this Condition 5 (Reset Note Provisions) (as well after as before judgment) up to (but excluding) the Relevant Date.

(c) Rate of Interest

The Rate of Interest applicable for each Reset Period shall, subject to Condition 9 (Benchmark Discontinuation), be determined by the Calculation Agent at or as soon as practicable after each time at which the Rate of Interest is to be determined on each Reset Determination Date. The Interest Amount payable on the Notes shall be calculated in accordance with the provisions for calculating amounts of interest in Condition 4 (Fixed Rate Note Provisions) and, for such purposes, Condition 4 (Fixed Rate Note Provisions) shall be construed accordingly.

(d) Fallback – Mid-Swap Rate

Where the Reset Rate is specified as “Mid-Swap Rate” in the relevant Final Terms and if on any Reset Determination Date the Relevant Screen Page is not available or the Mid-Swap Rate does not appear on the Relevant Screen Page, the Issuer shall request each of the Reference Banks to provide it and the Calculation Agent with its Mid-Market Swap Rate Quotation as at approximately 11.00 a.m. in the Principal Financial Centre of the Specified Currency on the Reset Determination Date in question.

If two or more of the Reference Banks provide the Issuer and the Calculation Agent with Mid-Market Swap Rate Quotations on the Reset Determination Date, the First Reset Rate of Interest or the Subsequent Reset Rate of Interest (as applicable) for the relevant Reset Period shall be the sum of (i) the arithmetic mean of the relevant Mid-Market Swap Rate Quotations and (ii) the First Margin or the relevant Subsequent Margin (as applicable) (with the sum of (i) and (ii) converted (if necessary) to a basis equivalent to the frequency with which scheduled interest payments are payable on the relevant Notes (such calculation to be made by the Calculation Agent)).

If only one of the Reference Banks provides the Issuer and the Calculation Agent with a Mid-Market Swap Rate Quotation on the Reset Determination Date, the First Reset Rate of Interest or the Subsequent Reset Rate of Interest (as applicable) for the Reset Period shall be the sum of (i) such Mid-Market Swap Rate Quotation and (ii) the First Margin or the relevant Subsequent Margin (as applicable) (with the sum of (i) and (ii) converted (if necessary) to a basis equivalent to the frequency with which scheduled interest payments are payable on the relevant Notes (such calculation to be made by the Calculation Agent)).

If on any Reset Determination Date none of the Reference Banks provides the Issuer and the Calculation Agent with a Mid-Market Swap Rate Quotation as provided in the foregoing provisions of this Condition 5(d) (Fallback – Mid-Swap Rate):

(i) in the case of the first Reset Determination Date only, the First Reset Rate of Interest shall be equal to the sum of:

(A) if Initial Mid-Swap Rate Final Fallback is specified in the relevant Final Terms as being applicable, (aa) the Initial Mid-Swap Rate and (bb) the First Margin (with the sum of (aa) and (bb) converted (if necessary) to a basis equivalent to the frequency with which scheduled interest payments are payable on the relevant Notes (such calculation to be made by the Calculation Agent));

(B) if Reset Maturity Initial Mid-Swap Rate Final Fallback is specified in the relevant Final Terms as being applicable, (aa) the Reset Period Maturity Initial Mid-Swap Rate and (bb) the First Margin (with the sum of (aa) and (bb) converted (if necessary) to a basis equivalent to the frequency with which scheduled interest payments are payable on the relevant Notes (such calculation to be made by the Calculation Agent)); or

(C) if Last Observable Mid-Swap Rate Final Fallback is specified in the relevant Final Terms as being applicable, (aa) the last observable rate for swaps in the Specified Currency with a term equal to the relevant Reset Period which appears on the Relevant Screen Page and (bb) the First Margin (with the sum of (aa) and (bb) converted (if necessary) to a basis equivalent to the frequency with which scheduled interest payments are payable on the relevant Notes (such calculation to be made by the Calculation Agent)),

provided that if the application of paragraph (i)(B) or paragraph (i)(C) could, in the determination of the Issuer, reasonably be expected to prejudice the qualification of the relevant Series of Tier 2 Capital Notes as Tier 2 Capital or, as the case may be, the relevant Series of Senior Notes as eligible liabilities or loss absorbing capacity instruments for the purposes of the Loss Absorption Regulations (such determination to be promptly notified by the Issuer to the Trustee, the Principal Paying Agent, the Calculation Agent and, in accordance with Condition 21 (Notices), the Holders), then paragraph (i)(A) above will apply; or

(ii) in the case of any Reset Determination Date other than the first Reset Determination Date, the Subsequent Reset Rate of Interest shall be equal to the sum of:

(A) if Subsequent Reset Rate Mid-Swap Rate Final Fallback is specified in the relevant Final Terms as being applicable, (aa) the Mid-Swap Rate determined on the last preceding Reset Determination Date and (bb) the relevant Subsequent Margin (with the sum of (aa) and (bb) converted (if necessary) to a basis equivalent to the frequency with which scheduled interest payments are payable on the relevant Notes (such calculation to be made by the Calculation Agent)); or

(B) if Subsequent Reset Rate Last Observable Mid-Swap Rate Final Fallback is specified in the relevant Final Terms as being applicable, (aa) the last observable rate for swaps in the Specified Currency with a term equal to the relevant Reset Period which appears on the Relevant Screen Page and (bb) the relevant Subsequent Margin (with the sum of (aa) and (bb) converted (if necessary) to a basis equivalent to the frequency with which scheduled interest payments are

payable on the relevant Notes (such calculation to be made by the Calculation Agent)),

provided that if the application of paragraph (ii)(B) above, in the determination of the Issuer, could reasonably be expected to prejudice the qualification of the relevant Series of Tier 2 Capital Notes as Tier 2 Capital or, as the case may be, the relevant Series of Senior Notes as eligible liabilities or loss absorbing capacity instruments for the purposes of the Loss Absorption Regulations (such determination to be promptly notified by the Issuer to the Trustee, the Principal Paying Agent, the Calculation Agent and, in accordance with Condition 21 (Notices), the Holders), then paragraph (ii)(A) above will apply,

all as determined by the Calculation Agent in accordance with the provisions set out above.

(e) Publication

The Calculation Agent will cause each Rate of Interest determined by it and any other amount(s) required to be determined by it together with the relevant payment date(s) to be notified to the Issuer, the Paying Agents and the Trustee as soon as possible after such determination but in any event not later than the fourth Business Day thereafter and the Issuer shall thereafter notify, as soon as possible, each competent authority and/or stock exchange by which the Notes have then been admitted to listing and/or trading and, in accordance with Condition 21 (Notices), the Holders.

(f) Notifications etc.

All notifications, opinions, determinations, certificates, calculations, quotations and decisions given, expressed, made or obtained for the purposes of this Condition 5 (Reset Note Provisions) by or on behalf of the Calculation Agent shall (in the absence of manifest error) be binding on the Issuer, the Calculation Agent, the Trustee, the Paying Agents, the Registrar, the Transfer Agents and all Holders and (in the absence of wilful default or gross negligence) no liability to the Holders, Couponholders, the Trustee or the Issuer shall attach to the Calculation Agent in connection with the exercise or non-exercise by it of any of its powers, duties and discretions.

Floating Rate Note Provisions

(a) Application

This Condition 6 (Floating Rate Note Provisions) is applicable to the Notes only if the Floating Rate Note Provisions are specified in the relevant Final Terms as being applicable.

(b) Accrual of interest

The Notes bear interest on their outstanding principal amount from (and including) the Interest Commencement Date at the Rate of Interest payable in arrear on each Interest Payment Date, subject as provided in Conditions 11 (Payments – Bearer Notes) and 12 (Payments – Registered Notes) (as applicable). Each Note will cease to bear interest from (and including) the due date for redemption unless, upon due presentation, payment of the Redemption Amount is improperly withheld or refused, in which case it will continue to bear interest in accordance with this Condition 6 (Floating Rate Note Provisions) (as well after as before judgment) up to (but excluding) the Relevant Date.

If Screen Rate Determination is specified in the relevant Final Terms as the manner in which the Rate(s) of Interest is/are to be determined and the relevant Final Terms does not specify that the Reference Rate is SONIA, SOFR or €STR, the Rate of Interest applicable to the Notes for each Interest Period will be determined by the Calculation Agent, subject to Condition 9(a)(Benchmark Discontinuation – Reference Rates other than a SOFR Reference Rate), on the following basis:

(i) if the Reference Rate is a composite quotation or customarily supplied by one entity, the Calculation Agent will determine the Reference Rate which appears on the Relevant Screen Page as at the Relevant Time on the relevant Interest Determination Date;

(ii) if Linear Interpolation is specified as applicable in respect of an Interest Period in the relevant Final Terms, the Rate of Interest for such Interest Period shall be calculated by the Calculation Agent by straight-line linear interpolation by reference to two rates which appear on the Relevant Screen Page as at the Relevant Time on the relevant Interest Determination Date, where:

(A) one rate shall be determined as if the period of time designated in the Reference Rate were the period of time for which rates are available next shorter than the length of the relevant Interest Period; and

(B) the other rate shall be determined as if the period of time designated in the Reference Rate were the period of time for which rates are available next longer than the length of the relevant Interest Period,

provided, however, that if no rate is available for a period of time next shorter or, as the case may be, next longer than the length of the period of time designated in the Reference Rate, then the Calculation Agent shall determine such rate at such time and by reference to such sources as it determines appropriate;

(iii) in any other case, the Calculation Agent will determine the arithmetic mean of the Reference Rates which appear on the Relevant Screen Page as at the Relevant Time on the relevant Interest Determination Date;

(iv) if, in the case of paragraph (i) above, such rate does not appear on the Relevant Screen Page or, in the case of paragraph (iii) above, fewer than two such rates appear on the Relevant Screen Page or if, in either case, the Relevant Screen Page is unavailable, the Issuer will:

(A) request each of the Reference Banks to provide to it and the Calculation Agent a quotation of the Reference Rate as at approximately the Relevant Time on the Interest Determination Date to prime banks in the Relevant Financial Centre interbank market in an amount that is representative for a single transaction in that market at that time; and

(B) determine the arithmetic mean of such quotations; and

(v) if paragraph (iv) above applies and fewer than two such quotations are provided as requested, the Calculation Agent will determine the arithmetic mean of the rates quoted by major banks in the Principal Financial Centre of the Specified Currency, selected by the Issuer, at approximately 11.00 a.m. (local time in the Principal Financial Centre of the Specified Currency) on the first day of the relevant Interest Period for loans in the Specified Currency to leading European banks for a period equal to the relevant Interest Period and in an amount that is representative for a single transaction in that market at that time,

and the Rate of Interest for such Interest Period shall be the sum of the relevant Margin and the rate or (as the case may be) the arithmetic mean so determined; provided, however, that if the Calculation 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 the Notes during such Interest Period will, unless otherwise specified in the relevant Final Terms, be the sum of the Margin and the rate or (as the case may be) the arithmetic mean last determined in relation to the Notes in respect of a preceding Interest Period or, in the absence of a preceding Interest Period, the Rate of Interest applicable to the Notes during such Interest Period shall be the Initial Rate of Interest (though substituting, where a different Margin or Maximum Rate of Interest or Minimum Rate of Interest specified in the relevant Final Terms is to be applied to the relevant Interest Period from that which applied to the last preceding Interest Period, the Margin or Maximum Rate of Interest or Minimum Rate of Interest relating

to the relevant Interest Period in place of the Margin or Maximum Rate of Interest or Minimum Rate of Interest relating to that last preceding Interest Period).

(d) Screen Rate Determination – Floating Rate Notes Referencing Compounded Daily SONIA

“Compounded Daily SONIA” means with respect to an Interest Period, the rate of return of a daily compound interest investment (with the daily Sterling overnight reference rate as reference rate for the calculation of interest) and will be calculated by the Calculation 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, as follows, and the resulting percentage will be rounded if necessary to the fifth decimal place, with 0.000005 being rounded upwards:

$$
\left[ \prod_{i = 1}^{d_o} \left(1 + \frac{SONIA_i \times n_i}{365}\right) - 1 \right] \times \frac{365}{d}
$$

where:

“$d$” 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 “Observation Shift” is specified as the Observation Method in the relevant Final Terms, the relevant Observation Period;

“$d_o$” is the number of London Banking Days in:

“$i$” is a series of whole numbers from one to $d_o$, each representing the relevant London Banking Day in chronological order from (and including):

(a) where “Lag” is specified as the Observation Method in the relevant Final Terms, the first London Banking Day in the relevant Interest Period; or
(b) where “Observation Shift” is specified as the Observation Method in the relevant Final Terms, the first London Banking Day in the relevant Observation Period;

“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;

“$n_i$”, 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;

“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 and ending on (but excluding) the date falling “p” London Banking Days prior to the Interest Payment Date for such Interest

Period (or the date falling “p” London Banking Days prior to such earlier date, if any, on which the Notes become due and payable);

“p” is the number of London Banking Days in:

(b) where “Observation Shift” is specified as the Observation Method in the relevant Final Terms, the Observation Shift Period specified in the relevant Final Terms (or, if no such number is specified, five London Banking Days).

The “SONIA reference rate”, in respect of any London Banking Day, is a reference rate equal to the daily Sterling Overnight Index Average (SONIA) rate for such London Banking Day 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 such London Banking Day); and

“SONIAi” means:

(a) where “Lag” is specified as the Observation Method in the relevant Final Terms, in respect of any London Banking Day “i”, the SONIA reference rate for the London Banking Day falling “p” London Banking Days prior to such London Banking Day “i”; or

(b) where “Observation Shift” is specified as the Observation Method in the relevant Final Terms, in respect of any London Banking Day “i”, the SONIA reference rate for that day.

If, in respect of any London Banking Day, the Calculation Agent (or such other party responsible for the calculation of the Rate of Interest, as specified in the relevant Final Terms) determines that the SONIA reference rate is not available on the Relevant Screen Page or has not otherwise been published by the relevant authorised distributors, such SONIA reference rate shall be: (i) the Bank of England's base rate (the “Bank Rate”) prevailing at 5.00 p.m. (or, if earlier, close of business) on the relevant 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).

If the Rate of Interest cannot be determined in accordance with the foregoing provisions by the Calculation Agent (or such other party responsible for the calculation of the Rate of Interest, as specified in the relevant Final Terms) and a Benchmark Event has not occurred under Condition 9(a) (Benchmark Discontinuation – Reference Rates other than a SOFR Reference Rate), the Rate of Interest shall be (i) that determined as at the last preceding Interest Determination Date (though substituting, where a different Margin or Maximum Rate of Interest or Minimum Rate of Interest specified in the relevant Final Terms is to be applied to the relevant Interest Period from that which applied to the last preceding Interest Period, the Margin or Maximum Rate of Interest or Minimum Rate of Interest relating to the relevant Interest Period in place of the Margin or Maximum Rate of Interest or Minimum Rate of Interest 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 Interest Period had the Notes been in issue for a period equal in duration to the scheduled first Interest Period but ending on (and excluding) the Interest Commencement Date (but applying the Margin and any Maximum Rate of Interest or Minimum Rate of Interest applicable to the first Interest Period).

If the relevant Series of Notes become due and payable in accordance with Condition 14 (Events of Default), the final Interest Determination Date shall, notwithstanding any Interest

Determination Date specified in the relevant Final Terms, be deemed to be the date on which such Notes became due and payable and the Rate of Interest on such Notes shall, for so long as any such Note remains outstanding, be that determined on such date and as if (solely for the purpose of such interest determination) the relevant Interest Period had been shortened accordingly.

(e) Screen Rate Determination – Floating Rate Notes referencing Compounded Daily SOFR

“Compounded Daily SOFR” means, with respect to an Interest Period, the rate of return of a daily compound interest investment (with the Secured Overnight Financing Rate as the reference rate for the calculation of interest) and will be calculated by the Calculation 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, as follows, and the resulting percentage will be rounded if necessary to the fifth decimal place, with 0.000005 being rounded upwards:

$$
\left[ \prod_{i=1}^{d_o} \left(1 + \frac{SOFR_i \times n_i}{360}\right) - 1 \right] \times \frac{360}{d}
$$

where:

$d$ 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 “Observation Shift” is specified as the Observation Method in the relevant Final Terms, the relevant Observation Period.

$d_o$ is the number of U.S. Government Securities Business Days in:

(a) where “Lag” or “Lock-out” is specified as the Observation Method in the relevant Final Terms, in the relevant Interest Period; or
(b) where “Observation Shift” is specified as the Observation Method in the relevant Final Terms, the relevant Observation Period;

$i$ is a series of whole numbers from one to $d_o$, each representing the relevant U.S. Government Securities Day in chronological order from (and including) the first U.S. Government Securities Business Day in:

$n_i$ 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;

“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 and ending on (but excluding) the date falling “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);

“p” means:

(a) where “Lag” is specified as the Observation Method in the relevant Final Terms, the number of U.S. Government Securities Days in the Observation Look-Back Period specified in the relevant Final Terms (or, if no such number is specified, two U.S. Government Securities Business Days);

(b) where “Lock-out” is specified as the Observation Method in the relevant Final Terms, zero; or

(c) where “Observation Shift” is specified as the Observation Method in the relevant Final Terms, the number of U.S. Government Securities Business Days included in the Observation Shift Period specified in the relevant Final Terms (or, if no such number is specified, two U.S. Government Securities Business Days).

“SOFRi” means:

(a) where “Lag” is specified as the Observation Method in the relevant Final Terms, in respect of any U.S. Government Securities Business Day falling in the relevant Interest Period, the SOFR for 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, during each relevant Interest Period, the SOFR determined in accordance with paragraph (a) above, except that in respect of each U.S. Government Securities Business Day “i” falling on or after the “Lock-out date” specified in the relevant Final Terms (or, where no “Lock-out date” is specified, two U.S. Government Securities Business Days prior to each relevant Interest Payment Date) until the end of each relevant Interest Period, the SOFR determined in accordance with paragraph (a) above in respect of such “Lock-out date”; or

(c) where “Observation Shift” is specified as the Observation Method in the relevant Final Terms, in respect of any U.S. Government Securities Business Day “i”, the SOFR for such day.

Unless otherwise defined in these Terms and Conditions or unless the context otherwise requires, in these Terms and Conditions the following words shall have the following meanings:

“SOFR” means, in respect of any U.S. Government Securities Business Day (“USBDx”), the rate determined in accordance with the following provisions:

(a) the Secured Overnight Financing Rate that appears on the FRBNY’s website at 3:00 p.m. (New York time) on the U.S. Government Securities Business Day immediately following such USBDx; or

(b) if the rate specified in (a) above does not so appear, and a Benchmark Transition Event and its related Benchmark Replacement Date have not occurred under Condition 9(b) (Effect of Benchmark Transition Event – SOFR), then the Calculation Agent (or such other party responsible for the calculation of the Rate of Interest, as specified in the relevant Final Terms) shall use the Secured Overnight Financing Rate published on the FRBNY’s website for the first preceding U.S. Government Securities Business Day on which the Secured Overnight Financing Rate was published on the FRBNY’s website;

“USBD” means U.S. Government Securities Business Day; and

“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 (or any successor thereto) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.

If the Rate of Interest cannot be determined in accordance with the foregoing provisions and a Benchmark Transition Event and its related Benchmark Replacement Date have not occurred under Condition 9(b) (Effect of Benchmark Transition Event – SOFR), the Rate of Interest shall be calculated in accordance, mutatis mutandis, with the provisions of the penultimate paragraph of Condition 6(d) (Screen Rate Determination - Floating Rate Notes Referencing Compounded Daily SONIA). If the relevant Series of Notes become due and payable in accordance with Condition 14 (Events of Default), the final Interest Determination Date shall, notwithstanding any Interest Determination Date specified in the relevant Final Terms, be deemed to be the date on which such Notes became due and payable and the Rate of Interest on such Notes shall, for so long as any such Note remains outstanding, be that determined on such date and as if (solely for the purpose of such interest determination) the relevant Interest Period had been shortened accordingly.

(f) Screen Rate Determination – Floating Rate Notes Referencing Weighted Average SOFR

Where (i) Screen Rate Determination is specified in the relevant Final Terms as the manner in which the Rate(s) of Interest is/are to be determined and (ii) the relevant Final Terms specifies that the Reference Rate is “Weighted Average SOFR”, the Rate of Interest for each Interest Period will, subject to Condition 9(b) (Effect of Benchmark Transition Event – SOFR) be Weighted Average SOFR plus or minus (as indicated in the relevant Final Terms) the applicable Margin.

“Weighted Average SOFR” means, in relation to any Interest Period, the arithmetic mean of “SOFRᵢ” in effect during such Interest Period and will be calculated by the Calculation 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 as follows, and the resulting percentage will be rounded if necessary to the fifth decimal place, with 0.000005 being rounded upwards:

$$
\left[ \frac {\sum_ {i = 1} ^ {d _ {o}} S O F R _ {i} \times n}{d} \right] \times \frac {3 6 0}{d}
$$

where:

“d”, “d₀”, “i” and “p” have the meanings set out under Condition 6(e) (Screen Rate Determination – Floating Rate Notes Referencing Compounded Daily SOFR);

“n” means, for any U.S. Government Securities Business Day the number of calendar days from (and including) such U.S. Government Securities Business Day up to (but excluding) the following U.S. Government Securities Business Day; and

“SOFRᵢ” means, for any U.S. Government Securities Business Day “i”:

(1) where “Lag” is specified as the Observation Method in the relevant Final Terms, in respect of any U.S. Government Securities Business Day “i”, the SOFR for the U.S. Government Securities Business Day falling “p” U.S. Government Securities Business Days prior to such U.S. Government Securities Business Day “i”;

(2) where “Lock-out” is specified as the Observation Method in the relevant Final Terms, during each relevant Interest Period, the SOFR determined in accordance with paragraph (1) above, except that in respect of each U.S. Government Securities Business Day “i” falling on or after the “Lock-out date” specified in the relevant Final Terms (or, where no “Lock-out date” is specified, two U.S. Government Securities Business Days prior to each relevant Interest Payment

Date) until the end of each relevant Interest Period, the SOFR determined in accordance with paragraph (1) above in respect of such “Lock-out date”; or

(3) where “Observation Shift” is specified as the Observation Method in the relevant Final Terms, the SOFR on the U.S. Government Securities Business Day “i”.

In the event that the Rate of Interest cannot be determined in accordance with the foregoing provisions and a Benchmark Transition Event and its related Benchmark Replacement Date have not occurred under Condition 9(b) (Effect of Benchmark Transition Event – SOFR), the Rate of Interest shall be calculated in accordance, mutatis mutandis, with the provisions of the penultimate paragraph of Condition 6(d) (Screen Rate Determination - Floating Rate Notes Referencing Compounded Daily SONIA).

If the relevant Series of Notes become due and payable in accordance with Condition 14 (Events of Default), the final Interest Determination Date shall, notwithstanding any Interest Determination Date specified in the relevant Final Terms, be deemed to be the date on which such Notes became due and payable and the Rate of Interest on such Notes shall, for so long as any such Note remains outstanding, be that determined on such date and as if (solely for the purpose of such interest determination) the relevant Interest Period had been shortened accordingly.

(g) Screen Rate Determination – Floating Rate Notes Referencing Compounded Daily €STR

Where (i) Screen Rate Determination is specified in the relevant Final Terms as the manner in which the Rate(s) of Interest is/are to be determined and (ii) the relevant Final Terms specify that the Reference Rate is Compounded Daily €STR, the Rate of Interest for each Interest Period will, subject to Condition 9 (Benchmark Discontinuation) and as provided below, be Compounded Daily €STR plus or minus (as indicated in the relevant Final Terms) the applicable Margin.

“Compounded Daily €STR” means with respect to an Interest Period, the rate of return of a daily compound interest investment (with the daily euro short-term rate as the reference rate for the calculation of interest) and will be calculated by the Calculation 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, as follows, and the resulting percentage will be rounded if necessary to the fifth decimal place, with 0.000005 being rounded upwards:

$$
\left[ \prod_{i=1}^{d_o} \left(1 + \frac{\epsilon_{STR_i} \times n_i}{360}\right) - 1 \right] \times \frac{360}{d}
$$

where:

“d” is the number of calendar days in:

“d₀” is the number of T2 Settlement Days in:

“ECB” means the European Central Bank or any successor or substituting authority thereto;

“i” is a series of whole numbers from one to “$d_{i}$”, each representing the relevant T2 Settlement Day in chronological order from (and including) the first T2 Settlement Day in:

“$n_i$”, for any T2 Settlement Day “i”, means the number of calendar days from (and including) such T2 Settlement Day “i” up to (but excluding) the following T2 Settlement Day;

“Observation Period” means the period from (and including) the date falling “p” T2 Settlement Days prior to the first day of the relevant Interest Period and ending on (but excluding) the date falling “p” T2 Settlement Days prior to the Interest Payment Date for such Interest Period (or the date falling “p” T2 Settlement Days prior to such earlier date, if any, on which the Notes become due and payable);

“p” means whole number of T2 Settlement Days in:

(a) where “Lag” is specified as the Observation Method in the relevant Final Terms, the Observation Look-Back Period specified in the relevant Final Terms (or, if no such number is specified, five T2 Settlement Days);
(b) where “Observation Shift” is specified as the Observation Method in the relevant Final Terms, the Observation Shift Period specified in the relevant Final Terms (or, if no such number is specified, five T2 Settlement Days);

“T2 Settlement Day” means any day on which T2 is open for the settlement of payments in euro;

“€STR Reference Rate” means, in respect of any T2 Settlement Day, a reference rate equal to the daily euro short-term rate (“€STR”) for such T2 Settlement Day as published by the ECB, as administrator of such rate (or any successor administrator of such rate), on the website of the ECB initially at http://www.ecb.europa.eu, or any successor website officially designated by the ECB (the “ECB’s website”) (in each case, on or before 11:00 a.m., Central European Time (or such other time specified by, or determined in accordance with, the applicable methodology, policies or guidelines, of the ECB), on the T2 Settlement Day immediately following such T2 Settlement Day); and

“€STRi” means:

(a) where “Lag” is specified as the Observation Method in the relevant Final Terms, in respect of any T2 Settlement Day “i”, the €STR reference rate for the T2 Settlement Day falling “p” T2 Settlement Days prior to such T2 Settlement Day “i”; or
(b) where “Observation Shift” is specified as the Observation Method in the relevant Final Terms, in respect of any T2 Settlement Day “i”, the €STR reference rate for that day.

If the €STR Reference Rate is not published in respect of a T2 Settlement Day as specified above, and unless both an €STR Index Cessation Event and an €STR Index Cessation Effective Date (each, as defined below) have occurred, the €STR Reference Rate shall be a rate equal to €STR for the last T2 Settlement Day for which such rate was published on the ECB’s website.

If the €STR Reference Rate is not published in respect of a T2 Settlement Day as specified above, and both an €STR Index Cessation Event and an €STR Index Cessation Effective Date have occurred, the rate for each T2 Settlement Day in the relevant Interest Period or, as the case may be, Observation Period occurring from (and including) such €STR Index Cessation Effective Date will be determined as if references to €STR were references to the rate (inclusive of any spreads or adjustments) that was recommended as the replacement for €STR by the ECB (or any successor administrator of €STR) and/or by a committee officially endorsed or convened by the ECB (or any successor administrator of €STR) for the purpose of recommending a

replacement for €STR (which rate may be produced by the ECB or another administrator) (the “ECB Recommended Rate”), provided that, if no such rate has been recommended before the end of the first T2 Settlement Day following the date on which the €STR Index Cessation Effective Date occurs, then the rate for each T2 Settlement Day in the relevant Interest Period or, as the case may be, Observation Period occurring from (and including) such €STR Index Cessation Effective Date will be determined as if references to “€STR” were references to the Eurosystem Deposit Facility Rate, the rate on the deposit facility, which banks may use to make overnight deposits with the Eurosystem, as published on the ECB's website (the “EDFR”) on such T2 Settlement Day plus the arithmetic mean of the daily difference between the €STR Reference Rate and the EDFR for each of the 30 T2 Settlement Days immediately preceding the date on which the €STR Index Cessation Event occurs (the “EDFR Spread”);

provided further that, if both an ECB Recommended Rate Index Cessation Event and an ECB Recommended Rate Index Cessation Effective Date subsequently occur, then the rate for each T2 Settlement Day in the relevant Interest Period or, as the case may be, Observation Period occurring from (and including) that ECB Recommended Rate Index Cessation Effective Date will be determined as if references to “€STR” were references to the EDFR on such T2 Settlement Day plus the arithmetic mean of the daily difference between the ECB Recommended Rate and the EDFR for each of the 30 T2 Settlement Days immediately preceding the date on which the ECB Recommended Rate Index Cessation Event occurs.

In the event that the Rate of Interest cannot be determined in accordance with the foregoing provisions by the Calculation Agent (or such other party responsible for the calculation of the Rate of Interest, as specified in the relevant Final Terms), 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 specified in the relevant Final Terms is to be applied to the relevant Interest Period from that which applied to the last preceding Interest Period, the Margin or Maximum Rate of Interest or Minimum Rate of Interest relating to the relevant Interest Period in place of the Margin or Maximum Rate of Interest or Minimum Rate of Interest 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 Interest Period had the Notes been in issue for a period equal in duration to the scheduled first Interest Period but ending on (and excluding) the Interest Commencement Date (but applying the Margin and any Maximum Rate of Interest or Minimum Rate of Interest applicable to the first Interest Period).

As used in these Conditions:

“€STR Index Cessation Event” means the occurrence of one or more of the following events:

(i) a public statement or publication of information by or on behalf of the ECB (or any successor administrator of €STR) announcing that it has ceased or will cease to provide €STR permanently or indefinitely, provided that, at the time of the statement or the publication, there is no successor administrator that will continue to provide €STR; or
(ii) a public statement or publication of information by the regulatory supervisor for the administrator of €STR, the central bank for the currency of €STR, an insolvency official with jurisdiction over the administrator of €STR, a resolution authority with jurisdiction over the administrator of €STR or a court or an entity with similar insolvency or resolution authority over the administrator of €STR, which states that the administrator of €STR has ceased or will cease to provide €STR permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator that will continue to provide €STR;

“€STR Index Cessation Effective Date” means, in respect of an €STR Index Cessation Event, the first date for which €STR is no longer provided by the ECB (or any successor administrator of €STR);

“ECB Recommended Rate Index Cessation Event” means the occurrence of one or more of the following events:

(i) a public statement or publication of information by or on behalf of the administrator of the ECB Recommended Rate announcing that it has ceased or will cease to provide the ECB Recommended Rate permanently or indefinitely, provided that, at the time of the statement or the publication, there is no successor administrator that will continue to provide the ECB Recommended Rate; or

(ii) a public statement or publication of information by the regulatory supervisor for the administrator of the ECB Recommended Rate, the central bank for the currency of the ECB Recommended Rate, an insolvency official with jurisdiction over the administrator of the ECB Recommended Rate, a resolution authority with jurisdiction over the administrator of the ECB Recommended Rate or a court or an entity with similar insolvency or resolution authority over the administrator of the ECB Recommended Rate, which states that the administrator of the ECB Recommended Rate has ceased or will cease to provide the ECB Recommended Rate permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator that will continue to provide the ECB Recommended Rate; and

“ECB Recommended Rate Index Cessation Effective Date” means, in respect of an ECB Recommended Rate Index Cessation Event, the first date for which the ECB Recommended Rate is no longer provided by the administrator thereof.

(h) Screen Rate Determination – Floating Rate Notes Referencing a Compounded Index Rate

Where (i) Screen Rate Determination is specified in the relevant Final Terms as the manner in which the Rate(s) of Interest is/are to be determined, (ii) the relevant Final Terms specifies that the Reference Rate is SOFR or SONIA and (iii) Index Determination is specified as “Applicable” in the relevant Final Terms, the Rate of Interest for each Interest Period will, subject to Condition 9 (Benchmark Discontinuation) be the compounded daily reference rate for such Interest Period calculated in accordance with the following formula and to the Relevant Decimal Place (the “Compounded Index Rate”), all as determined and calculated by the Calculation 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 plus or minus (as indicated in the relevant Final Terms) the applicable Margin:

$$
\left(\frac {\text {C o m p o u n d e d I n d e x} _ {E n d}}{\text {C o m p o u n d e d I n d e x} _ {S t a r t}} - 1\right) X \frac {\text {N u m e r a t o r}}{d}
$$

where:

“Compounded Index” shall mean SONIA Compounded Index or SOFR Compounded Index, as specified in the relevant Final Terms;

“Compounded IndexEnd” means, with respect to an Interest Period, the relevant Compounded Index value on the day falling the Relevant Number of Index Days prior to (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);

“Compounded IndexStart” means, with respect to an Interest Period, the relevant Compounded Index value on the day falling the Relevant Number of Index Days prior to the first day of the relevant Interest Period;

“d” is the number of calendar days from (and including) the day on which the relevant Compounded Index${\text{Start}}$ is determined to (but excluding) the day on which the relevant Compounded Index${\text{End}}$ is determined;

“Index Days” means, in the case of the SONIA Compounded Index, London Banking Days, and, in the case of the SOFR Compounded Index, U.S. Government Securities Business Days;

“London Banking Day” means any day on which commercial banks are open for general business (including dealing in foreign exchange and foreign currency deposits) in London;

“Numerator” shall, unless otherwise specified in the relevant Final Terms, be 365 in the case of the SONIA Compounded Index and 360 in the case of the SOFR Compounded Index;

“Relevant Decimal Place” shall, unless otherwise specified in the relevant Final Terms, be the fifth decimal place in the case of the SONIA Compounded Index and the seventh decimal place in the case of the SOFR Compounded Index, in each case rounded up or down, if necessary (with 0.000005 and 0.00000005 respectively being rounded upwards);

“Relevant Number” shall, unless otherwise specified in the relevant Final Terms, be five in the case of the SONIA Compounded Index and two in the case of the SOFR Compounded Index;

“SOFR Compounded Index” means the compounded daily Secured Overnight Funding Rate, as published at 3:00 p.m. (New York time) by the FRBNY (or a successor administrator of SOFR) on the website of the FRBNY, or any successor source;

“SOFR Compounded Index Rate” means the Compounded Index Rate where the Compounded Index used to calculate the Compounded Index Rate is the SOFR Compounded Index;

“SONIA Compounded Index” means the compounded daily SONIA rate as published at 10:00 a.m. (London time) by the Bank of England (or a successor administrator of SONIA) on the Bank of England's Interactive Statistical Database, or any successor source; and

“SONIA Compounded Index Rate” means the Compounded Index Rate where the Compounded Index used to calculate the Compounded Index Rate is the SONIA Compounded Index.

In the case of the SONIA Compounded Index Rate, subject to Condition 9 (Benchmark Discontinuation) if with respect to any Interest Period, the Compounded Index${\text{Start}}$ value and/or Compounded Index${\text{End}}$ value is not published as prescribed in the definition of 'SONIA Compounded Index' above, the Calculation Agent (or such other party responsible for the calculation of the Rate of Interest, as specified in the relevant Final Terms) shall calculate the Rate of Interest for that Interest Period in accordance with Condition 6(d) (Screen Rate Determination – Floating Rate Notes Referencing Compounded Daily SONIA) as if "Index Determination" was specified as being "Not Applicable" in the relevant Final Terms, and for such purposes (i) the Reference Rate shall be deemed to be Compounded Daily SONIA, (ii) the Observation Method shall be deemed to be "Observation Shift", (iii) 'p' shall be deemed to be the Relevant Number, and (iv) the Relevant Screen Page will be determined by the Issuer in consultation with the Calculation Agent. In the case of the SOFR Compounded Index Rate, subject to Condition 9(b) (Effect of Benchmark Transition Event – SOFR), if with respect to any Interest Period, the Compounded Index${\text{Start}}$ value and/or Compounded Index${\text{End}}$ value is not published as prescribed in the definition of 'SOFR Compounded Index' above, the Calculation Agent (or such other party responsible for the calculation of the Rate of Interest, as specified in the relevant Final Terms) shall calculate the Rate of Interest for that Interest Period in accordance with Condition 6(e) (Screen Rate Determination – Floating Rate Notes referencing Compounded Daily SOFR) as if "Index Determination" was specified as being "Not Applicable" in the relevant Final Terms, and for such purposes (i) the Reference Rate shall be deemed to be Compounded Daily SOFR, (ii) the Observation Method shall be deemed to be "Observation Shift" and (iii) 'p' shall be deemed to be the Relevant Number.

If the relevant Series of Notes becomes due and payable in accordance with Condition 14 (Events of Default), the final Interest Determination Date shall, notwithstanding any Interest

(i) ISDA Determination

If ISDA Determination is specified in the relevant Final Terms as the manner in which the Rate(s) of Interest is/are to be determined, the Rate of Interest applicable to the Notes for each Interest Period will be the sum of the Margin and the relevant ISDA Rate where “ISDA Rate” in relation to any Interest Period means a rate equal to the Floating Rate that would be determined by the Calculation Agent under an interest rate swap transaction if the Calculation Agent were acting as acting as Calculation Agent for that interest rate swap transaction under the terms of an agreement incorporating the ISDA Definitions (provided that in any circumstances where under the ISDA Definitions the Calculation Agent would be required to exercise any discretion, including the selection of any reference banks and seeking quotations from reference banks, when calculating the relevant ISDA Rate, the relevant determination(s) which require the Calculation Agent to exercise its discretion shall instead be made by the Issuer or its designee) and under which:

(i) if the relevant Final Terms specifies either “2006 ISDA Definitions” or “2021 ISDA Definitions” as the applicable ISDA Definitions:

(A) the Floating Rate Option (as defined in the relevant ISDA Definitions) is as specified in the relevant Final Terms;

(B) the Designated Maturity (as defined in the relevant ISDA Definitions), if applicable, is a period specified in the relevant Final Terms;

(D) the definition of Fallback Observation Day in the ISDA Definitions shall be deemed deleted in its entirety and replaced with the following: “Fallback Observation Day” means, in respect of a Reset Date and the Calculation Period (or any Compounding Period included in that Calculation Period) to which that Reset Date relates, unless otherwise agreed, the day that is five Business Days preceding the related Payment Date;

(E) if the specified Floating Rate Option is an Overnight Floating Rate Option (as defined in the relevant ISDA Definitions), Compounding is specified to be applicable in the relevant Final Terms and:

(1) Compounding with Lookback is specified as the Compounding Method in the relevant Final Terms, then (a) Compounding with Lookback is the Overnight Rate Compounding Method and (b) Lookback is the number of Applicable Business Days (as defined in the relevant ISDA Definitions) specified in the relevant Final Terms;

(2) Compounding with Observation Period Shift is specified as the Compounding Method in the relevant Final Terms, then (a) Compounding with Observation Period Shift is the Overnight Rate Compounding Method, (b) Observation Period Shift is the number of Observation Period Shift Business Days (as defined in the relevant ISDA Definitions) specified in the relevant Final Terms and (c) Observation Period Shift Additional Business Days (as defined in the relevant ISDA Definitions), if applicable, are the days specified in the relevant Final Terms;

(3) Compounding with Lockout is specified as the Compounding Method in the relevant Final Terms, then (a) Compounding with Lockout is the Overnight Rate Compounding Method, (b) Lockout is the number of

Lockout Period Business Days (as defined in the relevant ISDA Definitions) specified in the relevant Final Terms and (c) Lockout Period Business Days, if applicable, are the days specified in the relevant Final Terms;

(F) if the specified Floating Rate Option is an Index Floating Rate Option (as defined in the relevant ISDA Definitions) and Index Provisions are specified to be applicable in the relevant Final Terms, the Compounded Index Method with Observation Period Shift shall be applicable and, (a) Observation Period Shift is the number of Observation Period Shift Business Days (as defined in the relevant ISDA Definitions) specified in the relevant Final Terms and (b) Observation Period Shift Additional Business Days (as defined in the relevant ISDA Definitions) are the days, if applicable, specified in the relevant Final Terms;

(G) if Linear Interpolation is specified as applicable in respect of an Interest Period in the relevant Final Terms, the Rate of Interest for such Interest Period shall be calculated by the Calculation Agent by straight-line linear interpolation by reference to two rates based on the relevant Floating Rate Option, where:

(1) one rate shall be determined as if the Designated Maturity were the period of time for which rates are available next shorter than the length of the relevant Interest Period; and

(2) the other rate shall be determined as if the Designated 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 a period of time next shorter than the length of the relevant Interest Period or, as the case may be, next longer than the length of the relevant Interest Period, then the Calculation Agent shall determine such rate at such time and by reference to such sources as the Issuer determines appropriate; and

(H) references in the relevant ISDA Definitions to:

(1) "Confirmation" shall be deemed to be references to the relevant Final Terms;

(2) "Calculation Period" shall be deemed to be references to the relevant Interest Period;

(3) "Termination Date" shall be deemed to be references to the Maturity Date; and

(4) "Effective Date" shall be deemed to be references to the Interest Commencement Date; and

(ii) if the relevant Final Terms specifies "2021 ISDA Definitions" as the applicable ISDA Definitions:

(A) "Administrator/Benchmark Event" shall be disapplied; and

(B) if the Temporary Non-Publication Fallback for any specified Floating Rate Option is specified to be "Temporary Non-Publication Fallback – Alternative Rate" in the Floating Rate Matrix of the 2021 ISDA Definitions, the reference to "Calculation Agent Alternative Rate Determination" in the definition of "Temporary Non-Publication Fallback – Alternative Rate" shall be replaced by "Temporary Non-Publication Fallback – Previous Day's Rate".

(j) Maximum or Minimum Rate of Interest

If any Maximum Rate of Interest or Minimum Rate of Interest is specified in the relevant Final Terms, then the Rate of Interest shall in no event be greater than the maximum so specified (such that, if any Rate of Interest otherwise determined for any Interest Period in accordance with this Condition 6 (Floating Rate Note Provisions) is higher than such maximum, the Rate of Interest for such Interest Period shall be deemed to be equal to the Maximum Rate of Interest) or be less than the minimum so specified (such that, if any Rate of Interest otherwise determined for any Interest Period in accordance with this Condition 6 (Floating Rate Note Provisions) is lower than such minimum, the Rate of Interest for such Interest Period shall be deemed to be equal to the Minimum Rate of Interest).

Unless otherwise specified in the relevant Final Terms, the Minimum Rate of Interest shall be zero.

(k) Calculation of Interest Amount

The Calculation Agent will, as soon as practicable after the time at which the Rate of Interest is to be determined in relation to each Interest Period, calculate the Interest Amount payable in respect of each Note for such Interest Period. The Interest Amount will be calculated by applying the Rate of Interest for such Interest Period to the Calculation Amount, multiplying the product by the relevant Day Count Fraction, rounding the resulting figure to the nearest sub-unit of the Specified Currency (half a sub-unit being rounded upwards) and multiplying such rounded figure by a fraction equal to the Specified Denomination of the relevant Note divided by the Calculation Amount. For this purpose, a "sub-unit" means, in the case of any currency other than euro, the lowest amount of such currency that is available as legal tender in the country of such currency and, in the case of euro, means one cent.

(l) Publication and recalculation

The Calculation Agent will cause each Rate of Interest and Interest Amount determined by it, together with the relevant Interest Payment Date, and any other amount(s) required to be determined by it together with any relevant payment date(s) to be notified to the Issuer, the Paying Agents and the Trustee and, if applicable, the Issuer shall notify each competent authority and/or stock exchange on which the Notes are for the time being admitted to listing and/or trading as soon as possible after such determination but in any event not later than the fourth Business Day thereafter. Notice thereof shall also be given to the Noteholders by the Issuer in accordance with Condition 21 (Notices) as soon as possible after the determination or calculation thereof. The Calculation Agent will be entitled to recalculate any Interest Amount and (if applicable) Rate of Interest (on the basis of the foregoing provisions) without notice in the event of an extension or shortening of the relevant Interest Period. Any such recalculation will promptly be notified to each competent authority and/or stock exchange on which the Notes are for the time being admitted to listing and/or trading, if applicable, and to the Noteholders in accordance with Condition 21 (Notices). If the Calculation Amount is less than the minimum Specified Denomination the Calculation Agent shall not be obliged to publish each Interest Amount but instead may publish only the Calculation Amount and the Interest Amount in respect of a Note having the minimum Specified Denomination.

(m) Notifications etc.

All notifications, opinions, determinations, certificates, calculations, quotations and decisions given, expressed, made or obtained for the purposes of this Condition 6 (Floating Rate Note Provisions) by or on behalf of the Calculation Agent shall (in the absence of manifest error) be binding on the Issuer, the Calculation Agent, the Trustee, the Paying Agents, the Registrar, the Transfer Agents and all Holders and (in the absence of wilful default or gross negligence) no liability to the Holders, Couponholders, the Trustee or the Issuer shall attach to the Calculation Agent in connection with the exercise or non-exercise by it of any of its powers, duties and discretions.

Zero Coupon Note Provisions

(a) Application

This Condition 7 (Zero Coupon Note Provisions) is applicable to the Notes only if the Zero Coupon Note Provisions are specified in the relevant Final Terms as being applicable.

(b) Late payment on Zero Coupon Notes

If the Redemption Amount payable in respect of any Zero Coupon Note is improperly withheld or refused, the Redemption Amount shall thereafter be an amount equal to the sum of:

(i) the Reference Price; and

(ii) the product of the Accrual Yield (compounded annually) being applied to the Reference Price on the basis of the relevant Day Count Fraction from (and including) the issue date of the first Tranche of the relevant Series of Notes to (but excluding) whichever is the earlier of (A) the day on which all sums due in respect of such Note up to that day are received by or on behalf of the relevant Noteholder and (B) the day which is seven days after the Principal Paying Agent or the Trustee has notified the Noteholders that it has received all sums due in respect of the Notes up to such seventh day (except to the extent that there is any subsequent default in payment).

Fixed/Floating Rate Notes

(a) Application

This Condition 8 (Fixed/Floating Rate Notes) is applicable to the Notes only if the Fixed Rate Note Provisions and the Floating Rate Note Provisions are specified in the relevant Final Terms as being applicable.

(b) Fixed/Floating Rate

The Issuer may issue Notes (i) that the Issuer may elect to convert on the date set out in the relevant Final Terms from a Fixed Rate Note to a Floating Rate Note, or from a Floating Rate Note to a Fixed Rate Note or (ii) that will automatically change from a Fixed Rate Note to a Floating Rate Note, or from a Floating Rate Note to a Fixed Rate Note on the date set out in the relevant Final Terms, in either case, as set out in the relevant Final Terms.

Benchmark Discontinuation

This Condition 9 (Benchmark Discontinuation) applies to Floating Rate Notes and to Reset Notes.

(a) Benchmark Discontinuation – Reference Rates other than a SOFR Reference Rate

(i) Independent Adviser

Notwithstanding the fallback provisions provided for in Condition 5(d) (Fallback – Mid-Swap Rate), in the definitions of ‘Benchmark Gilt Rate’ and ‘Reference Bond Rate’, in Condition 6(c) (Screen Rate Determination – Floating Rate Notes other than Floating Rate Notes referencing SONIA, SOFR or €STR), Condition 6(d) (Screen Rate Determination – Floating Rate Notes Referencing Compounded Daily SONIA), Condition 6(g) (Screen Rate Determination – Floating Rate Notes Referencing Compounded Daily €STR) or Condition 6(h) (Screen Rate Determination – Floating Rate Notes Referencing a Compounded Index Rate), if a Benchmark Event occurs in relation to an Original Reference Rate (other than a SOFR 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 advise (in good faith and in a commercially reasonable manner) the Issuer in determining a Successor Rate, failing which an Alternative Rate (in accordance with Condition 9(a)(ii) (Successor Rate or Alternative Rate)) and, in either case, an Adjustment Spread (in accordance with Condition 9(a)(iii) (Adjustment Spread)) and any Benchmark Amendments (in accordance with Condition 9(a)(iv) (Benchmark Amendments)).

If the Issuer is unable to appoint an Independent Adviser, the Issuer may determine a Successor Rate, failing which an Alternative Rate (in accordance with Condition 9(a)(ii) (Successor Rate or Alternative Rate)) and, in either case, an Adjustment Spread (in accordance with Condition 9(a)(iii) (Adjustment Spread)) and any Benchmark Amendments (in accordance with Condition 9(a)(iv) (Benchmark Amendments)).

In making any such determination, the Issuer shall act in good faith and in a commercially reasonable manner. In the absence of bad faith or fraud, the Issuer and the Independent Adviser shall have no liability whatsoever to the Trustee, the Paying Agents, the Noteholders or the Couponholders for any determination made by it and (in the case of the Independent Adviser) for any advice given to the Issuer in connection with any determination made by the Issuer, pursuant to this Condition 9 (Benchmark Discontinuation).

If the Issuer fails to determine a Successor Rate or, failing which, an Alternative Rate and, in either case, an Adjustment Spread in accordance with this Condition 9 (Benchmark Discontinuation) prior to the relevant Interest Determination Date, the Rate of Interest applicable to the next succeeding Interest Period shall be determined in accordance with the applicable fallback provisions provided in the foregoing Conditions (as referenced in the first paragraph of this Condition 9(a)(i) (Independent Adviser)). For the avoidance of doubt, this sub-paragraph 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 9 (Benchmark Discontinuation).

(ii) Successor Rate or Alternative Rate

If the Issuer, following consultation with the Independent Adviser (if any), determines that:

(A) there is a Successor Rate, such Successor Rate and the applicable Adjustment Spread shall 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 subsequent operation of this Condition 9 (Benchmark Discontinuation)); or
(B) there is no Successor Rate but that there is an Alternative Rate, then such Alternative Rate and the applicable Adjustment Spread shall 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 subsequent operation of this Condition 9 (Benchmark Discontinuation)).

(iii) Adjustment Spread

The Adjustment Spread (or the formula or methodology for determining the Adjustment Spread) shall be applied to the Successor Rate or the Alternative Rate (as the case may be), including for each subsequent determination of a relevant Rate of Interest (or any component part(s) thereof) by reference to such Successor Rate or Alternative Rate (as applicable) subject to the subsequent operation of this Condition 9 (Benchmark Discontinuation).

If the Issuer, following consultation with the Independent Adviser (if any), is unable to determine the Adjustment Spread (or the formula or methodology for determining such Adjustment Spread), the fallback provisions described in the final sub-paragraph of Condition 9(a)(i) (Independent Adviser) shall apply. For the avoidance of doubt, this subparagraph shall apply to the relevant next succeeding Interest Period, and any subsequent Interest Periods are subject to the subsequent operation of, and to adjustment as provided in, this Condition 9 (Benchmark Discontinuation).

(iv) Benchmark Amendments

If any Successor Rate or Alternative Rate and, in either case, the applicable Adjustment Spread is determined in accordance with this Condition 9 (Benchmark Discontinuation) and the Issuer, following consultation with the Independent Adviser (if any), determines (i) that amendments to these Conditions, the Agency Agreement and/or the Trust Deed are necessary to ensure the proper operation of such Successor Rate, Alternative Rate and/or (in either case) the applicable Adjustment Spread (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 9(a)(v) (Notices, etc.), without any requirement for the consent or approval of Noteholders, vary these Conditions, the Agency Agreement and/or the Trust Deed to give effect to such Benchmark Amendments with effect from the date specified in such notice.

At the request of the Issuer, but subject to receipt by the Trustee, the Calculation Agent and the Principal Paying Agent of a certificate signed by one Authorised Signatory of the Issuer pursuant to Condition 9(a)(v) (Notices, etc.), the Trustee, the Calculation Agent and the Principal Paying Agent shall (at the expense and direction of the Issuer), without any requirement for the consent or approval of the Noteholders or Couponholders, be obliged to concur with the Issuer and use reasonable endeavours to effect any Benchmark Amendments (including, inter alia, by the execution of a deed supplemental to or amending the Trust Deed) and the Trustee, the Calculation Agent and the Principal Paying Agent shall not be liable to any party for any consequences thereof, provided that the Trustee, the Calculation Agent and the Principal Paying Agent shall not be obliged so to concur or use such endeavours if in the opinion of the Trustee, the Calculation Agent and the Principal Paying Agent (as applicable) doing so would impose more onerous obligations upon it or expose it to any additional duties, responsibilities or liabilities or reduce or amend the rights and/or the protective provisions afforded to it in these Conditions and/or any documents to which it is a party (including, for the avoidance of doubt, any supplemental trust deed) in any way. For the avoidance of doubt, no Noteholder or Couponholder consent shall be required in connection with effecting any Benchmark Amendments or such other changes, including for the execution of any documents, amendments or other steps by the Issuer, the Trustee, the Calculation Agent or the Principal Paying Agent (if required), and each Noteholder and Couponholder shall be bound by such Benchmark Amendments and such other changes.

In connection with any such variation in accordance with this Condition 9(a)(iv) (Benchmark Amendments), 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.

Notwithstanding any other provision of this Condition 9(a) (Benchmark Discontinuation – Reference Rates other than a SOFR Reference Rate), no Successor Rate or Alternative Rate will be adopted, nor will the applicable Adjustment Spread be applied, nor will any Benchmark Amendments be made, if and to the extent that, in the determination of the Issuer, the same could reasonably be expected either (as applicable) (i) to prejudice the qualification of the relevant Series of Tier 2 Capital Notes as Tier 2 Capital of the Issuer Group and/or, as the case may be, the relevant Series of Senior Notes as eligible liabilities or loss absorbing capacity instruments for the purposes of the Loss Absorption Regulations or (ii) (in the case of Senior Notes only) to result in the Relevant Authority treating the relevant Interest Payment Date or Reset Date, as the case may be, as the effective maturity date of such Series of Senior Notes, rather than the relevant Maturity Date for the purposes of the Loss Absorption Regulations (if applicable).

(v) Notices, etc.

Any Successor Rate, Alternative Rate, Adjustment Spread and the specific terms of any Benchmark Amendments determined under this Condition 9(a) (Benchmark Discontinuation – Reference Rates other than a SOFR Reference Rate) will be notified at least 10 Business Days prior to the relevant Interest Determination Date by the Issuer to the Trustee, the Calculation Agent and the Paying Agents. In accordance with Condition 21 (Notices), notice shall be provided to the Noteholders promptly thereafter. Such notice shall be irrevocable and shall specify the effective date of the Benchmark Amendments, if any.

No later than notifying the Trustee, the Calculation Agent and the Principal Paying Agent of the same, the Issuer shall deliver to the Trustee, the Calculation Agent and the Principal Paying Agent a certificate signed by one Authorised Signatory of the Issuer:

(A) confirming (A) that a Benchmark Event has occurred, (B) the Successor Rate or, as the case may be, the Alternative Rate and, (C) the applicable Adjustment Spread and/or (D) the specific terms of the Benchmark Amendments (if any), in each case as determined in accordance with the provisions of this Condition 9(a) (Benchmark Discontinuation – Reference Rates other than a SOFR Reference Rate); and

(B) certifying that the Benchmark Amendments (if any) are necessary to ensure the proper operation of such Successor Rate or Alternative Rate and (in either case) the applicable Adjustment Spread.

Each of the Trustee, the Principal Paying Agent, the Calculation Agent and the Paying Agents shall be entitled to rely on such certificate (without enquiry or liability to any person) as sufficient evidence thereof. For the avoidance of doubt, each of the Trustee, the Calculation Agent and the Principal Paying Agent shall not be liable to the Holders or any other such person for so acting or relying on such certificate, irrespective of whether any such modification is or may be materially prejudicial to the interests of any such person. The Successor Rate or Alternative Rate and the Adjustment Spread and the Benchmark Amendments 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, Calculation Agent's and Paying Agents' respective abilities to rely on such certificate as aforesaid) be binding on the Issuer, the Trustee, the Calculation Agent, the Paying Agents and the Noteholders and Couponholders.

Notwithstanding any other provision of this Condition 9(a) (Benchmark Discontinuation – Reference Rates other than a SOFR Reference Rate), if following the determination of any Successor Rate, Alternative Rate, Adjustment Spread or Benchmark Amendments (if any), in the Calculation Agent's opinion there is any uncertainty between two or more alternative courses of action in making any determination or calculation under this Condition 9(a) (Benchmark Discontinuation – Reference Rates other than a SOFR Reference Rate), the Calculation Agent shall promptly notify the Issuer thereof and the Issuer shall direct the Calculation Agent in writing as to which alternative course of action to adopt. If the Calculation Agent is not promptly provided with such direction, or is otherwise unable (other than due to its own gross negligence, wilful default or fraud) to make such calculation or determination for any reason, it shall notify the Issuer thereof and the Calculation Agent shall be under no obligation to make such calculation or determination and (in the absence of such gross negligence, wilful default or fraud) shall not incur any liability for not doing so.

(vi) Survival of Original Reference Rate

Without prejudice to the obligations of the Issuer under Condition 9(a)(i) (Independent Adviser), Condition 9(a)(ii) (Successor Rate or Alternative Rate), Condition 9(a)(iii) (Adjustment Spread) and Condition 9(a)(iv) (Benchmark Amendments), the Original Reference Rate and the fallback provisions provided for in Condition 5(d) (Fallback – Mid-Swap Rate), in the definitions of ‘Benchmark Gilt Rate’ and ‘Reference Bond Rate’, in Condition 6(c) (Screen Rate Determination – Floating Rate Notes other than Floating Rate Notes referencing SONIA, SOFR or €STR), Condition 6(d) (Screen Rate Determination – Floating Rate Notes Referencing Compounded Daily SONIA), Condition 6(g) (Screen Rate Determination – Floating Rate Notes Referencing Compounded Daily €STR) or Condition 6(h) (Screen Rate Determination – Floating Rate Notes Referencing a Compounded Index Rate), as the case may be, will continue to apply unless and until a Benchmark Event has occurred and the Trustee has been notified of the Successor Rate or the Alternative Rate (as the case may be), and any Adjustment Spread and Benchmark Amendments, in accordance with Condition 9(a)(v) (Notices, etc).

(vii) Definitions

As used in this Condition 9(a) (Benchmark Discontinuation – Reference Rates other than a SOFR Reference Rate):

“Adjustment Spread” means either (a) a spread (which may be positive, negative or zero), or (b) a 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:

(A) 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)

(B) the Issuer, following consultation with the Independent Adviser (if any), determines is customarily applied to the relevant Successor Rate or the Alternative Rate (as the case may be) in international debt capital markets transactions which reference the Original Reference Rate to produce an industry-accepted replacement rate for the Original Reference Rate; or (if the Issuer, following consultation with the Independent Adviser (if any), determines that no such spread is customarily applied)

(C) the Issuer, following consultation with the Independent Adviser (if any), 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); or (if the Issuer, following consultation with the Independent Adviser (if any), determines that no such industry standard is recognised or acknowledged)

(D) the Issuer, following consultation with the Independent Adviser (if any), determines to be appropriate;

“Alternative Rate” means an alternative benchmark or screen rate which the Issuer, following consultation with the Independent Adviser (if any), determines in accordance with Condition 9(a)(ii) (Successor Rate or Alternative Rate) is customarily applied in international debt capital markets transactions 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 9(a)(iv) (Benchmark Amendments);

“Benchmark Event” means:

(A) the Original Reference Rate ceasing to be published for a period of at least five Business Days or ceasing to exist; or

(B) the making of a public statement by the administrator of the Original Reference Rate that it has ceased or that it will 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

(C) 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

(D) 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

(E) the making of a public statement by the supervisor of the administrator of the Original Reference Rate that the Original Reference Rate is no longer representative of an underlying market; or
(F) it has become unlawful for any Paying Agent, the Calculation 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 subparagraphs (B) and (C) 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 (D) above, on the date of the prohibition of use of the Original Reference Rate and (c) in the case of sub-paragraph (E) 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 (unless such dates coincide) the date of the relevant public statement;

"Independent Adviser" means an independent financial institution of international repute or an independent financial adviser with appropriate experience appointed by the Issuer at its own expense under Condition 9(a)(i) (Independent Adviser) and notified in writing to the Trustee;

"Original Reference Rate" means the originally-specified benchmark or screen rate (or any relevant component part(s) thereof) (as applicable) used to determine the Rate of Interest (or any component part thereof) on the Notes or, if applicable, any other successor or alternative rate (or any component part thereof) determined and applicable to the Notes pursuant to the earlier operation of this Condition 9(a) (Benchmark Discontinuation – Reference Rates other than a SOFR Reference Rate);

"Relevant Nominating Body" means, in respect of a benchmark or screen rate (as applicable):

(A) the central bank for the currency to which the benchmark or screen rate (as applicable) relates, or any central bank or other supervisory authority which is responsible for supervising the administrator of the benchmark or screen rate (as applicable); or
(B) any working group or committee sponsored by, chaired or co-chaired by or constituted at the request of (aa) the central bank for the currency to which the benchmark or screen rate (as applicable) relates, (bb) any central bank or other supervisory authority which is responsible for supervising the administrator of the benchmark or screen rate (as applicable), (cc) a group of the aforementioned central banks or other supervisory authorities or (dd) the Financial Stability Board or any part thereof; and

"Successor Rate" means a successor to or replacement of the Original Reference Rate which is formally recommended by any Relevant Nominating Body.

(b) Effect of Benchmark Transition Event – SOFR

Where the Reference Rate applicable to the Notes is a SOFR Reference Rate, notwithstanding the fallback provisions provided for in Condition 6(e) (Screen Rate Determination – Floating Rate Notes referencing Compounded Daily SOFR) and Condition 6(f) (Screen Rate Determination – Floating Rate Notes Referencing Weighted Average SOFR), this Condition 9(b) (Effect of Benchmark Transition Event – SOFR) shall apply.

(i) Benchmark Replacement

If the Issuer or its designee determines on or prior to the relevant Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to the then-current Benchmark, the Benchmark Replacement will replace

the then-current Benchmark for all purposes relating to the Notes in respect of all determinations on such date and for such determinations on all subsequent dates.

At the request of the Issuer, but subject to receipt by the Trustee, the Calculation Agent and the Principal Paying Agent of a certificate signed by one Authorised Signatory of the Issuer pursuant to Condition 9(b)(iv) (Notices, etc.), the Trustee, the Calculation Agent and the Principal Paying Agent shall (at the expense and direction of the Issuer), without any requirement for the consent or approval of the Noteholders or Couponholders, be obliged to concur with the Issuer and use reasonable endeavours to effect any Benchmark Replacement Conforming Changes or other changes or amendments contemplated under this Condition 9(b) (Effect of Benchmark Transition Event – SOFR) (including, inter alia, by the execution of a deed supplemental to or amending the Trust Deed) and the Trustee, the Calculation Agent and the Principal Paying Agent shall not be liable to any party for any consequences thereof, provided that the Trustee, the Calculation Agent and the Principal Paying Agent shall not be obliged so to concur or use such endeavours if in the opinion of the Trustee, the Calculation Agent and the Principal Paying Agent (as applicable) doing so would impose more onerous obligations upon it or expose it to any additional duties, responsibilities or liabilities or reduce or amend the rights and/or the protective provisions afforded to it in these Conditions and/or any documents to which it is a party (including, for the avoidance of doubt, any supplemental trust deed) in any way. For the avoidance of doubt, no Noteholder or Couponholder consent shall be required in connection with effecting any Benchmark Replacement Conforming Changes or other changes or amendments contemplated under this Condition 9(b) (Effect of Benchmark Transition Event – SOFR), including for the execution of any documents, amendments or other steps by the Issuer, the Trustee, the Calculation Agent or the Principal Paying Agent (if required), and each Noteholder and Couponholder shall be bound by such Benchmark Replacement Conforming Changes or other changes or amendments.

Notwithstanding any other provision of this Condition 9(b) (Effect of Benchmark Transition Event – SOFR), no Benchmark Replacement will be adopted if and to the extent that, in the determination of the Issuer, the same could reasonably be expected either (as applicable) (i) to prejudice the qualification of the relevant Series of Tier 2 Capital Notes as Tier 2 Capital of the Issuer Group and/or, as the case may be, the relevant Series of Senior Notes as eligible liabilities or loss absorbing capacity instruments for the purposes of the Loss Absorption Regulations or (ii) (in the case of Senior Notes only) to result in the Relevant Authority treating the relevant Interest Payment Date or Reset Date, as the case may be, as the effective maturity date of such Series of Senior Notes, rather than the relevant Maturity Date for the purposes of the Loss Absorption Regulations (if applicable).

(ii) Benchmark Replacement Conforming Changes

In connection with the implementation of a Benchmark Replacement, the Issuer or its designee will have the right to make Benchmark Replacement Conforming Changes from time to time.

(iii) Decisions and Determinations

(A) Any determination, decision or election that may be made by the Issuer or its designee pursuant to this Condition 9(b) (Effect of Benchmark Transition Event – SOFR), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error, will be made in the sole discretion of the Issuer or its designee, as applicable, and, notwithstanding anything to the contrary in the documentation relating to the Notes, shall become effective without consent from the Noteholders or any other party.

(B) If the Rate of Interest for the relevant Interest Period, as applicable, cannot be determined in accordance with the foregoing provisions by the Issuer or its

designee, prior to the date which is 10 Business Days prior to the relevant Interest Determination Date or Reset Determination Date, the Rate of Interest applicable to the next succeeding Interest Period shall be determined in accordance with the applicable fallback provisions provided in the foregoing Conditions (as referenced in the first paragraph of this Condition 9(b) (Effect of Benchmark Transition Event – SOFR). For the avoidance of doubt, this paragraph 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 9(b) (Effect of Benchmark Transition Event – SOFR).

(C) Notwithstanding any other provision of this Condition 9(b) (Effect of Benchmark Transition Event – SOFR), if in the Calculation Agent's opinion there is any uncertainty between two or more alternative courses of action in making any determination or calculation under this Condition 9(b) (Effect of Benchmark Transition Event – SOFR), the Calculation Agent shall promptly notify the Issuer thereof and the Issuer shall direct the Calculation Agent in writing as to which alternative course of action to adopt. If the Calculation Agent is not promptly provided with such direction, or is otherwise unable (other than due to its own gross negligence, wilful default or fraud) to make such calculation or determination for any reason, it shall notify the Issuer thereof and the Calculation Agent shall be under no obligation to make such calculation or determination and (in the absence of such gross negligence, wilful default or fraud) shall not incur any liability for not doing so.

(iv) Notices, etc.

Any Benchmark Replacement, Benchmark Replacement Adjustment and the specific terms of any Benchmark Replacement Conforming Changes determined under this Condition 9(b) (Effect of a Benchmark Transition Event – SOFR) will be notified at least 10 Business Days prior to the relevant Interest Determination Date or Reset Date by the Issuer to the Trustee, the Calculation Agent, and the Paying Agents. In accordance with Condition 21 (Notices), notice shall be provided to the Noteholders promptly thereafter. Such notice shall be irrevocable and shall specify the effective date of the Benchmark Replacement Conforming Changes, if any.

(A) confirming (A) that a Benchmark Transition Event has occurred, (B) the Benchmark Replacement, (C) the applicable Benchmark Replacement Adjustment and/or (D) the specific terms of the Benchmark Replacement Conforming Changes (if any), in each case as determined in accordance with the provisions of this Condition 9(b) (Effect of a Benchmark Transition Event – SOFR); and
(B) certifying that the Benchmark Replacement Conforming Changes (if any) are necessary to ensure the proper operation of such Benchmark Replacement and the applicable Benchmark Replacement Adjustment.

Each of the Trustee, the Principal Paying Agent, the Calculation Agent and the Paying Agents shall be entitled to rely on such certificate (without enquiry or liability to any person) as sufficient evidence thereof. For the avoidance of doubt, each of the Trustee, the Calculation Agent and the Principal Paying Agent shall not be liable to the Holders or any other such person for so acting or relying on such certificate, irrespective of whether any such modification is or may be materially prejudicial to the interests of any such person. The Benchmark Replacement, the Benchmark Replacement Adjustment and the Benchmark Replacement Conforming Changes (if any) specified in such certificate will (in the absence of manifest error in the determination of the Benchmark Replacement, the Benchmark Replacement Adjustment and the Benchmark Replacement Conforming Changes (if any) and without prejudice to the Trustee's,

Calculation Agent's and Paying Agents' respective abilities to rely on such certificate as aforesaid) be binding on the Issuer, the Trustee, the Calculation Agent, the Paying Agents and the Noteholders and Couponholders.

(v) Definitions

As used in this Condition 9(b) (Effect of Benchmark Transition Event – SOFR):

"Benchmark" means, initially, the Secured Overnight Financing Rate (as provided by the FRBNY, as the administrator of such rate (or any successor administrator of such rate)) ("SOFR"); provided that if the Issuer or its designee determines on or prior to the Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to SOFR or the then-current Benchmark, then "Benchmark" means the applicable Benchmark Replacement;

"Benchmark Replacement" means the first alternative set forth in the order below that can be determined by the Issuer or its designee as of the Benchmark Replacement Date:

(A) 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;

(B) the sum of: (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment; or

(C) the sum of: (a) the alternate rate of interest that has been selected by the Issuer or its designee as the replacement for the then-current Benchmark giving due consideration to any industry-accepted 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 or its designee as of the Benchmark Replacement Date:

(A) 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;

(B) if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, the ISDA Fallback Adjustment; or

(C) the spread adjustment (which may be a positive or negative value or zero) that has been selected by the Issuer or its designee 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, rounding of amounts or tenors, and other administrative matters) that the Issuer or its designee decides may be appropriate to reflect the adoption of such Benchmark Replacement in a manner substantially consistent with market practice (or, if the Issuer or its designee decides that adoption of any portion of such market practice is not administratively feasible or if the Issuer or its designee determines that no market practice for use of the Benchmark Replacement exists, in such other manner as the Issuer or its designee 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):

(A) in the case of sub paragraph (A) or (B) 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 permanently or indefinitely ceases to provide the Benchmark (or such component); or
(B) in the case of sub-paragraph (C) 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):

(A) 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);
(B) 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 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
(C) 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 Fallback Adjustment" means the spread adjustment (which may be a positive or negative value or zero) that would apply for derivatives transactions referencing the 2006 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 2006 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 SOFR, the SOFR Determination Time, and (2) if the Benchmark is not SOFR, the time determined by the Issuer or its designee after giving effect to the Benchmark Replacement Conforming Changes;

"Relevant Governmental Body" means the Federal Reserve and/or the FRBNY, or a committee officially endorsed or convened by the Federal Reserve and/or the FRBNY or any successor thereto;

"SOFR Determination Time" means, with respect to any determination of SOFR for a particular day, 3.00 p.m. (New York City time) on the immediately following U.S. Government Securities Business Day; and

"Unadjusted Benchmark Replacement" means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.

10. Redemption, Purchase, Substitution and Variation

(a) Scheduled redemption

Unless previously redeemed, or purchased and cancelled or (pursuant to Condition 10(n) (Substitution and Variation of Tier 2 Capital Notes) or Condition 10(o) (Substitution and Variation of Senior Notes)) substituted, the Notes will be redeemed at their Final Redemption Amount, together with accrued and unpaid interest, on the Maturity Date, subject as provided in Conditions 11 (Payments – Bearer Notes) and 12 (Payments – Registered Notes) (as applicable).

(b) Redemption at the option of the Issuer

Redemption at the Non-Sterling Make-Whole Amount or the Sterling Make-Whole Amount may only be applied if in conformity with the then current requirements of the Relevant Authority in relation to Tier 2 Capital or the Loss Absorption Regulations (as applicable).

Subject to Condition 10(l) (Pre-condition to Redemption, Purchase, Substitution or Variation of the Tier 2 Capital Notes) in the case of Tier 2 Capital Notes or Condition 10(m) (Pre-condition to Redemption, Purchase, Substitution or Variation of Senior Notes) in the case of Senior Notes, if Call Option is specified in the relevant Final Terms as being applicable, the Notes may be redeemed at the option of the Issuer in whole or, if so specified in the relevant Final Terms, in part on any Optional Redemption Date (Call) on the Issuer giving not less than 15 nor more than 45 days' notice to the Principal Paying Agent, the Registrar (if applicable), the Trustee and the Noteholders in accordance with Condition 21 (Notices), or such other period(s) as may be specified in the relevant Final Terms, which notice shall, save as provided in Condition 10(l) (Pre-condition to Redemption, Purchase, Substitution or Variation of the Tier 2 Capital Notes) in the case of Tier 2 Capital Notes or Condition 10(m) (Pre-condition to Redemption, Purchase, Substitution or Variation of Senior Notes) in the case of Senior Notes be irrevocable and shall oblige the Issuer to redeem the Notes or, as the case may be, the Notes specified in such notice on the relevant Optional Redemption Date (Call) at the Optional Redemption Amount (Call) (together with any accrued but unpaid interest to (but excluding) the relevant Optional Redemption Date (Call)).

For the purposes of this Condition 10(b) (Redemption at the Option of the Issuer) only, the "Optional Redemption Amount (Call)" will be either:

(i) the specified amount, or specified percentage of the principal amount of the Notes, stated as such in the relevant Final Terms; or
(ii) if "Non-Sterling Make-Whole Amount" or "Sterling Make-Whole Amount" is specified in the relevant Final Terms as the Optional Redemption Amount (Call):

(A) if “Non-Sterling Make-Whole Amount” is specified in the relevant Final Terms, the higher of (i) the principal amount of the Notes; and (ii) the sum of the then present values of the remaining scheduled payments of principal and Remaining Term Interest (assuming for this purpose the Notes are to be redeemed at their principal amount on the Make-Whole Reference Date), in each case discounted to the relevant Optional Redemption Date on an annual, semi-annual or such other basis as is equivalent to the normal frequency of interest payments on the Notes (as determined by the Determination Agent) (based on the Day Count Fraction

specified in the relevant Final Terms) at the Reference Dealer Rate plus any applicable Redemption Margin specified in the relevant Final Terms, all as determined by the Determination Agent; or

(B) if "Sterling Make-Whole Amount" is specified in the relevant Final Terms, the higher of (i) the principal amount of the Note; and (ii) the principal amount of the Note multiplied by the price (as reported in writing to the Issuer and the Trustee by the Determination Agent) expressed as a percentage (rounded to four decimal places, 0.00005 being rounded upwards) at which the Gross Redemption Yield on the Notes on the Determination Date specified in the relevant Final Terms (assuming for this purpose the Notes are to be redeemed at their principal amount on the Spens Call Reference Date) is equal to the Gross Redemption Yield at the Quotation Time specified in the relevant Final Terms on the Determination Date of the Make-Whole Reference Bond plus any applicable Redemption Margin specified in the relevant Final Terms.

Any notice of redemption given under Condition 10(c) (Redemption for Tax Event), Condition 10(d) (Redemption for Capital Disqualification Event), Condition 10(e) (Redemption for Loss Absorption Disqualification Event) and Condition 10(f) (Clean-up Call Option) will override any notice of redemption given (whether previously, on the same date or subsequently) under this Condition 10(b) (Redemption at the Option of the Issuer).

In circumstances where any determination, calculation and/or report is required to be made by a Determination Agent pursuant to this Condition 10(b)(Redemption at the Option of the Issuer), the Issuer shall use reasonable endeavours to promptly appoint a Determination Agent to make such determination, calculation and/or report, as applicable. If, notwithstanding its reasonable endeavours, the Issuer is unable to appoint a Determination Agent, then the Issuer itself shall be entitled to make the relevant determination, calculation and/or report, as applicable, in place of a Determination Agent (and references in this Condition 10(b) to any determination, calculation or report being made, or required to be made, by the Determination Agent shall be construed accordingly). In making any such determination, calculation or report, the Issuer shall act in good faith and in a commercially reasonable manner. In the absence of bad faith or fraud, neither the Issuer nor any Determination Agent shall have any liability whatsoever to the Trustee, the Paying Agents, the Noteholders or the Couponholders for any determination, calculation or report made under this Condition 10(b)(Redemption at the Option of the Issuer), and any such determination, calculation or report shall, in the absence of manifest error, be binding on the Issuer, the Trustee, the Agents, the Noteholders and the Couponholders.

In this Condition:

"Determination Agent" means an investment banking, accountancy, appraisal or financial advisory firm with international standing that has (in the reasonable opinion of the Issuer) appropriate expertise relevant to the determination required to be made under this Condition 10(b) (Redemption at the Option of the Issuer) appointed by the Issuer at its own expense and notified in writing to the Trustee;

"Gross Redemption Yield" means a yield expressed as a percentage and calculated by the Determination Agent on the basis set out by the United Kingdom Debt Management Office in the paper "Formulae for Calculating Gilt Prices from Yields" page 4, Section One: Price/Yield Formulae "Conventional Gilts"; "Double-dated and Undated Gilts with Assumed (or Actual) Redemption on a Quasi-Coupon Date" (published on 8 June 1998 and updated on 15 January 2002 and as further updated or amended from time to time) on a semi-annual compounding basis (converted (in the case of Notes with annual Interest Payment Dates) to an annualised yield or (in the case of Notes which do not have annual or semi-annual Interest Payment Dates) to a yield on such basis as shall be equivalent to the normal frequency of interest payments on the Notes (as determined by the Determination Agent) and rounded up (if necessary) to four decimal places) or, if such formula does not reflect generally accepted market practice at the time of redemption, a gross redemption yield calculated in accordance with generally accepted market practice at such time as determined by the Determination Agent;

"Make-Whole Reference Bond" means the government security specified in the relevant Final Terms, or (if such security is no longer in issue or, in the determination of the Determination Agent, with the advice of the Reference Dealers, is no longer appropriate for the purposes of determining the applicable Sterling Make-Whole Amount or Non-Sterling Make-Whole Amount (as applicable) by reason of illiquidity or otherwise), such other government security with a maturity date as near as possible to the Make-Whole Reference Date or the Spens Call Reference Date, as applicable, as the Determination Agent may, with the advice of the Reference Dealers, determine to be appropriate by way of substitution for the original Make-Whole Reference Bond;

"Make-Whole Reference Date" or "Spens Call Reference Date" means the earliest of (i) the Maturity Date, and (ii) such other date (if any) specified as such in the relevant Final Terms;

"Reference Dealers" means each of five banks selected by the Issuer which are (A) a primary government securities dealer, or (B) a market maker in pricing corporate bond issues (provided that if, notwithstanding the Issuer's reasonable endeavours to obtain relevant quotations and/or advice, as applicable, from five such banks, it is unable to do so, the Reference Dealers shall be those of such banks from which the Issuer is able to obtain the relevant quotations and/or advice, as applicable);

"Reference Dealer Quotation" means, with respect to any Reference Dealer and any Optional Redemption Date (Call), the mid-market annual or semi-annual (as the case may be) yield to maturity of the Make-Whole Reference Bond specified in the relevant Final Terms at the Quotation Time specified in the relevant Final Terms on the Determination Date specified in the relevant Final Terms and quoted in writing to the Issuer and the Determination Agent by that Reference Dealer;

"Reference Dealer Rate" means with respect to the Reference Dealers and any Optional Redemption Date (Call): (i) if five Reference Dealer Quotations are obtained, the arithmetic average of such five Reference Dealer Quotations, after excluding the highest (or, in the event of equality, one of the highest) and lowest (or, in the event of equality, one of the lowest) such Reference Dealer Quotations; or (ii) if two, three or four Reference Dealer Quotations are obtained, the arithmetic average of all such Reference Dealer Quotations; or (iii) if only one Reference Dealer Quotation is obtained, that Reference Dealer Quotation; and

"Remaining Term Interest" means, with respect to any Note, the aggregate amount of scheduled payment(s) of interest on such Note for the remaining term to the Make-Whole Reference Date determined on the basis of the rate of interest applicable to such Note from (and including) the relevant Optional Redemption Date (Call).

Subject to Condition 10(l) (Pre-condition to Redemption, Purchase, Substitution or Variation of the Tier 2 Capital Notes) in the case of Tier 2 Capital Notes or Condition 10(m) (Pre-condition to Redemption, Purchase, Substitution or Variation of Senior Notes) in the case of Senior Notes, if a Tax Event has occurred in respect of the relevant Series of Notes, the Notes of such Series may be redeemed at the option of the Issuer in whole, but not in part, (if the Notes are Floating Rate Notes) on any Interest Payment Date or (if the Notes are not Floating Rate Notes) at any time at their Early Redemption Amount (Tax), together with any accrued but unpaid interest to (but excluding) the date fixed for redemption, provided that the Issuer provides not less than 15 days' nor more than 45 days' prior notice to the Principal Paying Agent, the Registrar (if applicable), the Trustee and the Noteholders in accordance with Condition 21 (Notices) (such notice being, subject as aforesaid, irrevocable) specifying the date fixed for such redemption.

Upon the expiry of any such notice as is referred to in this Condition 10(c) (Redemption for Tax Event), the Issuer shall, subject to Condition 10(l) (Pre-condition to Redemption, Purchase, Substitution or Variation of the Tier 2 Capital Notes) in the case of Tier 2 Capital Notes or Condition 10(m) (Pre-condition to Redemption, Purchase, Substitution or Variation of Senior Notes) in the case of Senior Notes, be bound to redeem the Notes in accordance with this Condition 10(c) (Redemption for Tax Event).

(d) Redemption for Capital Disqualification Event

In the case of any Series of Tier 2 Capital Notes only and subject to Condition 10(l) (Pre-condition to Redemption, Purchase, Substitution or Variation of the Tier 2 Capital Notes), if a Capital Disqualification Event has occurred in respect of such Series of Tier 2 Capital Notes, the Issuer may, at its option, redeem the Tier 2 Capital Notes of such Series, in whole but not in part, (if the Notes are Floating Rate Notes) on any Interest Payment Date or (if the Notes are not Floating Rate Notes) at any time at the relevant Optional Redemption Amount (Capital Disqualification Event), together with any accrued but unpaid interest to (but excluding) the date fixed for redemption, provided that the Issuer provides not less than 15 days' nor more than 45 days' prior notice to the Principal Paying Agent, the Registrar (if applicable), the Trustee and the Holders of the Tier 2 Capital Notes in accordance with Condition 21 (Notices) (such notice, subject as aforesaid, being irrevocable) specifying the date fixed for such redemption.

Upon the expiry of any such notice as is referred to in this Condition 10(d) (Redemption for Capital Disqualification Event), the Issuer shall, subject to Condition 10(l) (Pre-condition to Redemption, Purchase, Substitution or Variation of the Tier 2 Capital Notes), be bound to redeem the Notes in accordance with this Condition 10(d) (Redemption for Capital Disqualification Event).

(e) Redemption for Loss Absorption Disqualification Event

This Condition 10(e) (Redemption for Loss Absorption Disqualification Event) will only apply in respect of a Series of Senior Notes where “Senior Notes: Loss Absorption Disqualification Event Redemption” is expressly specified to be “Applicable” in the relevant Final Terms.

Subject to Condition 10(m) (Pre-condition to Redemption, Purchase, Substitution or Variation of Senior Notes), if a Loss Absorption Disqualification Event has occurred in respect of the relevant Series of Senior Notes, the Issuer may, at its option, redeem the Senior Notes of such Series, in whole but not in part, (if the Notes are Floating Rate Notes) on any Interest Payment Date or (if the Notes are not Floating Rate Notes) at any time at the relevant Optional Redemption Amount (Loss Absorption Disqualification Event), together with any accrued but unpaid interest to (but excluding) the date fixed for redemption, provided that the Issuer provides not less than 15 days' nor more than 45 days' prior notice to the Principal Paying Agent, the Registrar (if applicable), the Trustee and the Holders of the Notes in accordance with Condition 21 (Notices) (such notice being, subject as aforesaid, irrevocable) specifying the date fixed for such redemption.

Upon the expiry of any such notice as is referred to in this Condition 10(e) (Redemption for Loss Absorption Disqualification Event), the Issuer shall, subject to Condition 10(m) (Pre-condition to Redemption, Purchase, Substitution or Variation of Senior Notes) be bound to redeem the Notes in accordance with this Condition 10(e) (Redemption for Loss Absorption Disqualification Event).

(f) Clean-up Call Option

Subject to Condition 10(l) (Pre-condition to Redemption, Purchase, Substitution or Variation of the Tier 2 Capital Notes) in the case of Tier 2 Capital Notes or Condition 10(m) (Pre-condition to Redemption, Purchase, Substitution or Variation of Senior Notes) in the case of Senior Notes (if applicable) if (i) Clean-up Call Option is specified in the relevant Final Terms as being applicable and (ii) the Clean-up Call Minimum Percentage (or more) of the principal amount outstanding of the relevant Series of Notes originally issued has been redeemed (other than Notes redeemed at the Non-Sterling Make-Whole Amount or the Sterling Make-Whole Amount, in each case if such amount is higher than the Clean-up Call Option Amount specified in the relevant Final Terms) or purchased and subsequently cancelled in accordance with this Condition 10 (Redemption, Purchase, Substitution and Variation), the Issuer may, from (and including) the Clean-up Call Effective Date, (if the Notes are Floating Rate Notes) on any Interest Payment Date or (if the Notes are not Floating Rate Notes) at any time redeem all (but not some only) of the remaining Notes of such Series then outstanding at the Clean-up Call Option Amount specified in the relevant Final Terms, together with any accrued but unpaid interest to (but excluding) the date fixed for redemption, provided that the Issuer provides not

less than 15 days' nor more than 45 days' prior notice to the Principal Paying Agent, the Registrar (if applicable), the Trustee and the Noteholders in accordance with Condition 21 (Notices) (such notice, subject as aforesaid, being irrevocable) specifying the date fixed for such redemption.

Upon the expiry of any such notice as referred to in this Condition 10(f) (Clean-up Call Option), the Issuer shall be bound, subject Condition 10(I) (Pre-condition to Redemption, Purchase, Substitution or Variation of the Tier 2 Capital Notes) in the case of Tier 2 Capital Notes or Condition 10(m) (Pre-condition to Redemption, Purchase, Substitution or Variation of Senior Notes) in the case of Senior Notes, to redeem the Notes in accordance with this Condition 10(f) (Clean-up Call Option).

For the purposes of this Condition 10(f) (Clean-up Call Option), any further securities issued pursuant to Condition 19 (Further Issues) so as to be consolidated and form a single series with the Notes of the relevant Series outstanding at that time will be deemed to have been originally issued.

In this Condition:

"Clean-up Call Effective Date" means, in respect of any Series of Notes (i) in the case of Senior Notes, the Issue Date of the first Tranche of such Series of such Notes and (ii) in the case of Tier 2 Capital Notes, the date specified in the relevant Final Terms or such earlier date as may be permitted under the Regulatory Capital Requirements from time to time; and

"Clean-up Call Minimum Percentage" means 75 per cent. or such other percentage specified in the relevant Final Terms.

(g) Partial redemption

If the Notes are to be redeemed in part only on any date in accordance with Condition 10(b) (Redemption at the option of the Issuer), in the case of Bearer Notes, the Notes to be redeemed shall be selected by the drawing of lots in such place and in such manner as the Issuer considers appropriate, subject to compliance with applicable law and the rules of each competent authority and/or stock exchange by which the Notes have then been admitted to listing and/or trading and the notice to Noteholders referred to in Condition 10(b) (Redemption at the option of the Issuer) shall specify the serial numbers of the Notes so to be redeemed, and, in the case of Registered Notes, each Note shall be redeemed in part in the proportion which the aggregate principal amount of the outstanding Notes to be redeemed on the relevant Optional Redemption Date (Call) bears to the aggregate principal amount of outstanding Notes on such date. If any Maximum Redemption Amount or Minimum Redemption Amount is specified in the relevant Final Terms, then the Optional Redemption Amount (Call) shall in no event be greater than the maximum or be less than the minimum so specified.

(h) No other redemption

The Issuer shall not be entitled to redeem the Notes otherwise than as provided in Conditions 10(a) (Scheduled redemption) to 10(g) (Partial redemption) above.

(i) Early redemption of Zero Coupon Notes

Unless otherwise specified in the relevant Final Terms, the Redemption Amount payable on redemption of a Zero Coupon Note at any time before the Maturity Date shall be an amount equal to the sum of:

(i) the Reference Price; and

(ii) the product of the Accrual Yield (compounded annually) being applied to the Reference Price from (and including) the issue date of the first Tranche of the relevant Series of Notes to (but excluding) the date fixed for redemption or (as the case may be) the date upon which the Note becomes due and payable.

Where such calculation is to be made for a period which is not a whole number of years, the calculation in respect of the period of less than a full year shall be made on the basis of such

Day Count Fraction as may be specified in the relevant Final Terms for the purposes of this Condition 10(i) (Early redemption of Zero Coupon Notes) or, if none is so specified, a Day Count Fraction of 30E/360.

(j) Purchase

The Notes so purchased (or acquired), while held beneficially by or on behalf of the relevant member of the Issuer Group, shall not entitle the Holder to vote at any meetings of the Holders and shall not be deemed to be outstanding for the purposes of calculating quorums at meetings of the Holders or for the purposes of Condition 14(c) (Entitlement of Trustee).

(k) Cancellation

All Notes which are redeemed pursuant to this Condition 10 (Redemption, Purchase, Substitution and Variation) will be cancelled (together, in the case of Bearer Notes, with all unmatured Coupons and Talons attached thereto or surrendered therewith at the time of redemption). All Notes purchased by or on behalf of the Issuer or any of its subsidiaries may, subject to obtaining any Supervisory Permission therefor (and such Supervisory Permission not having been revoked), be held, reissued, resold or, at the option of the Issuer or any such subsidiary, cancelled.

(l) Pre-condition to Redemption, Purchase, Substitution or Variation of the Tier 2 Capital Notes

This Condition 10(l) (Pre-condition to Redemption, Purchase, Substitution or Variation of the Tier 2 Capital Notes) applies to Tier 2 Capital Notes only.

Notwithstanding any other provision in this Condition 10 (Redemption, Purchase, Substitution and Variation), any redemption, purchase, substitution or variation of the Tier 2 Capital Notes (and giving of notice thereof to the Holders if required) pursuant to Conditions 10(b) (Redemption at the option of the Issuer), 10(c) (Redemption for Tax Event), 10(d) (Redemption for Capital Disqualification Event), 10(f) (Clean-up Call Option), 10(j) (Purchase) or 10(n) (Substitution and Variation of Tier 2 Capital Notes) shall, if and to the extent then required under prevailing Regulatory Capital Requirements, be subject to:

(i) the Issuer obtaining prior Supervisory Permission therefor (and such Supervisory Permission not having been revoked as at the date of such redemption, purchase, substitution or variation) and complying with all prevailing Regulatory Capital Requirements relating to the event then required;

(ii) in the case of any redemption or purchase of any Notes prior to the Maturity Date, the Issuer having demonstrated to the satisfaction of the Relevant Authority that either: (A) the Issuer has (or will, on or before the relevant redemption or purchase date, have) replaced the Notes with own funds instruments of equal or higher quality at terms that are sustainable for the income capacity of the Issuer; or, save in the case of Condition 10(l)(iii)(C)(aa) below, (B) the own funds and eligible liabilities of the Issuer and/or the Issuer Group (as applicable) would, following such redemption or purchase, exceed its minimum applicable requirements (including any applicable buffer requirements) by a margin (calculated in accordance with the prevailing Regulatory Capital Requirements) that the Relevant Authority considers necessary at such time; and

(iii) in the case of any redemption or purchase of the Notes prior to the fifth anniversary of the issue date of the last Tranche of the relevant Series of Notes, if and to the extent then required under prevailing Regulatory Capital Requirements:

(A) in the case of redemption of Notes upon the occurrence of a Tax Event, the Issuer having demonstrated to the satisfaction of the Relevant Authority that the applicable change in tax treatment is material and was not reasonably foreseeable as at the issue date of the last Tranche of the relevant Series of Notes; or

(B) in the case of redemption of Notes upon the occurrence of a Capital Disqualification Event, the Issuer having demonstrated to the satisfaction of the Relevant Authority that the relevant change (or pending change which the Relevant Authority considers to be sufficiently certain) in the regulatory classification of such Notes was not reasonably foreseeable as at the issue date of the last tranche of Notes of the relevant Series; or

(C) in the case of redemption of Notes pursuant to Condition 10(f) (Clean-up Call Option) or a purchase of any Notes pursuant to Condition 10(j) (Purchase), either (aa) (if the prevailing Regulatory Capital Requirements require) the Issuer having demonstrated to the satisfaction of the Relevant Authority that the Issuer has (or will have) before or at the same time as such redemption or purchase, replaced such Notes with own funds instruments of equal or higher quality at terms that are sustainable for the income capacity of the Issuer, and the Relevant Authority having permitted such action on the basis of the determination that it would be beneficial from a prudential point of view and justified by exceptional circumstances; or (bb) (in the case of a purchase pursuant to Condition 10(j) (Purchase)) such Notes being purchased for market-making purposes in accordance with and to the extent permitted by the Regulatory Capital Requirements.

Any refusal by the Relevant Authority to give its Supervisory Permission as contemplated above (or, having given it, any revocation by the Relevant Authority of such Supervisory Permission) shall not constitute a default for any purpose.

Notwithstanding the above conditions, if, at the time of any redemption, purchase, substitution or variation, the prevailing Regulatory Capital Requirements permit the redemption, purchase, substitution or variation only after compliance with one or more alternative or additional preconditions to those set out above in this Condition 10(l) (Pre-condition to Redemption, Purchase, Substitution or Variation of the Tier 2 Capital Notes), the Issuer shall comply (in the alternative or in addition, as the case may be) with such alternative and/or, as appropriate, additional pre-condition(s).

Prior to the publication of any notice of redemption, substitution or variation pursuant to Conditions 10(b) (Redemption at the option of the Issuer), 10(c) (Redemption for Tax Event), 10(d) (Redemption for Capital Disqualification Event), 10(f) (Clean-up Call Option) and 10(n) (Substitution and Variation of Tier 2 Capital Notes), the Issuer shall deliver to the Trustee (i) a certificate signed by one Authorised Signatory stating that the relevant requirements or circumstances giving rise to the right to redeem, substitute or, as appropriate, vary the terms of the Notes is satisfied and, in the case of a substitution or variation, that the terms of the relevant Qualifying Tier 2 Securities comply with the definition thereof in Condition 1 (Interpretation) and (ii) in the case of a redemption, substitution or variation as a result of a Tax Event only, an opinion from a nationally recognised law firm or other tax adviser in the United Kingdom and/or the Relevant Jurisdiction (as applicable) experienced in such matters to the effect that the relevant requirements or circumstances referred to in any of paragraphs (i) to (v) (inclusive) of the definition of "Tax Event" applies (but, for the avoidance of doubt, such opinion shall not be required to comment on the ability of the Issuer to avoid such circumstance by taking measures reasonably available to it) and the Trustee may accept and rely upon such certificate and opinion without liability to any person and without any further inquiry as sufficient evidence of the satisfaction of the relevant conditions precedent in which event it shall be conclusive and binding on the Holders.

(m) Pre-condition to Redemption, Purchase, Substitution or Variation of Senior Notes

The provisions of this Condition 10(m) (Pre-condition to Redemption, Purchase, Substitution or Variation of Senior Notes) applies to Senior Notes only.

Any redemption, substitution, variation or purchase of the Notes pursuant to Conditions 10(b) (Redemption at the option of the Issuer), 10(c) (Redemption for Tax Event), 10(e) (Redemption for Loss Absorption Disqualification Event), 10(f) (Clean-up Call Option), 10(j) (Purchase) and 10(o) (Substitution and Variation of Senior Notes) is subject to (i) the Issuer obtaining prior Supervisory Permission therefor (and such Supervisory Permission not having been revoked as at the date of such redemption, substitution, variation or purchase); and (ii) such redemption, purchase, substitution or variation (a) being permitted by, and conducted in accordance with, any other applicable requirement of the Relevant Authority or under the Loss Absorption Regulations at such time and (b) not resulting in any event or circumstance which gives the Issuer a right to redeem the Notes by reason of a Tax Event or Loss Absorption Disqualification Event.

Notwithstanding the above conditions, if, at the time of any redemption, purchase, substitution or variation, the prevailing Regulatory Capital Requirements or Loss Absorption Regulations permit the redemption, substitution, variation or purchase only after compliance with one or more alternative or additional pre-conditions to those set out above in this Condition 10(m) (Pre-condition to Redemption, Purchase, Substitution or Variation of Senior Notes), the Issuer shall comply (in the alternative or in addition, as the case may be) with such alternative and/or, as appropriate, additional pre-condition(s).

Prior to the publication of any notice of redemption, substitution or variation pursuant to Conditions 10(b) (Redemption at the option of the Issuer), 10(c) (Redemption for Tax Event), 10(e) (Redemption for Loss Absorption Disqualification Event), 10(f) (Clean-up Call Option) and 10(o) (Substitution and Variation of Senior Notes), the Issuer shall deliver to the Trustee (i) a certificate signed by one Authorised Signatory stating that the relevant requirements or circumstances giving rise to the right to redeem, substitute or, as appropriate, vary the terms of the Notes is satisfied and, in the case of a substitution or variation, that the terms of the relevant Loss Absorption Compliant Notes comply with the definition thereof in Condition 1 (Interpretation) and (ii) in the case of a redemption, substitution or variation as a result of a Tax Event only, an opinion from a nationally recognised law firm or other tax adviser in the United Kingdom and/or the Relevant Jurisdiction (as applicable) experienced in such matters to the effect that the relevant requirements or circumstances referred to in any of paragraphs (i) to (v) (inclusive) of the definition of "Tax Event" applies (but, for the avoidance of doubt, such opinion shall not be required to comment on the ability of the Issuer to avoid such circumstance by taking measures reasonably available to it) and the Trustee may accept and rely upon such certificate and, where applicable, opinion without liability to any person and without any further enquiry as sufficient evidence of the satisfaction of the relevant conditions precedent in which event it shall be conclusive and binding on the Holders.

(n) Substitution and Variation of Tier 2 Capital Notes

This Condition 10(n) (Substitution and Variation of Tier 2 Capital Notes) applies to each Series of Tier 2 Capital Notes unless "Tier 2 Capital Notes: Substitution and Variation" is expressly specified to be "Not Applicable" in the relevant Final Terms.

If a Tax Event or a Capital Disqualification Event has occurred in respect of the relevant Series of Tier 2 Capital Notes, the Issuer may, subject to Condition 10(l) (Pre-condition to Redemption, Purchase, Substitution or Variation of the Tier 2 Capital Notes) and having given not less than 15 nor more than 45 days' notice to the Holders in accordance with Condition 21 (Notices), the Trustee, the Registrar (if applicable) and the Principal Paying Agent (which notice shall, subject as aforesaid, be irrevocable and shall specify the date for substitution or, as the case may be, variation of the Notes) but without any requirement for the consent or approval of the Holders, at any time either substitute all (but not some only) of the Notes of such Series for, or vary the terms of the Notes of such Series so that they remain or, as appropriate, become, Qualifying Tier 2 Securities, and the Trustee shall (subject to the following provisions of this Condition 10(n) (Substitution and Variation of Tier 2 Capital Notes) and subject to the receipt by it of the certificates of the Authorised Signatory referred to in Condition 10(l) (Pre-condition to

Redemption, Purchase, Substitution or Variation of the Tier 2 Capital Notes) and in the definition of Qualifying Tier 2 Securities) agree to such substitution or variation. Upon the expiry of such notice, the Issuer shall either vary the terms of or substitute the Notes of such Series in accordance with this Condition 10(n) (Substitution and Variation of Tier 2 Capital Notes), as the case may be. The Trustee shall at the request and expense of the Issuer use its reasonable endeavours to assist the Issuer in the substitution of the Notes for, or the variation of the terms of the Notes so that they remain, or as appropriate, become, Qualifying Tier 2 Securities, provided that the Trustee shall not be obliged to participate in, or assist with, any such substitution or variation if the terms of the proposed alternative Qualifying Tier 2 Securities or the participation in or assistance with such substitution or variation would have the effect of (i) exposing the Trustee to any liability against which it is not indemnified and/or secured and/or prefunded to its satisfaction, (ii) changing, increasing or adding to the obligations or duties of the Trustee or (iii) removing or amending any protection or indemnity afforded to, or any provision in favour of, the Trustee under the Trust Deed, the Conditions and/or the Notes.

In connection with any substitution or variation in accordance with this Condition 10(n) (Substitution and Variation of Tier 2 Capital Notes), 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.

In connection with any substitution or variation pursuant to this Condition 10(n)(Substitution and Variation of Tier 2 Capital Notes), no Holder shall be entitled to claim from the Issuer, the Trustee or any other person any indemnification or other payment in respect of any tax or other consequences arising as a result of or from such substitution or variation (except to the extent already provided for in Condition 13(Taxation)).

(o) Substitution and Variation of Senior Notes

This Condition 10(o) (Substitution and Variation of Senior Notes) applies to each Series of Senior Notes unless “Senior Notes: Substitution and Variation” is expressly specified to be “Not Applicable” in the relevant Final Terms.

If a Loss Absorption Disqualification Event or a Tax Event has occurred in respect of the relevant Series of Senior Notes, then the Issuer may, subject to Condition 10(m) (Pre-condition to Redemption, Purchase, Substitution or Variation of the Senior Notes) and having given not less than 15 nor more than 45 days' notice to the Holders in accordance with Condition 21 (Notices), the Trustee, the Registrar (if applicable) and the Principal Paying Agent (which notice shall be irrevocable and shall specify the date for substitution or, as the case may be, variation of the Notes) but without any requirement for the consent or approval of the Holders, at any time either substitute all (but not some only) of the Notes of such Series for, or vary the terms of the Notes of such Series so that they remain or, as appropriate, become, Loss Absorption Compliant Notes, and the Trustee shall (subject to the following provisions of this Condition 10(o) (Substitution and Variation of Senior Notes) and subject to the receipt by it of the certificates of the Authorised Signatory referred to in Condition 10(m) (Pre-condition to Redemption, Purchase, Substitution or Variation of the Senior Notes) and in the definition of Loss Absorption Compliant Notes) agree to such substitution or variation. Upon the expiry of such notice, the Issuer shall either vary the terms of or substitute the Notes of such Series in accordance with this Condition 10(o) (Substitution and Variation of Senior Notes), as the case may be. The Trustee shall at the request and expense of the Issuer use its reasonable endeavours to assist the Issuer in the substitution of the Notes for, or the variation of the terms of the Notes so that they remain, or as appropriate, become, Loss Absorption Compliant Notes, provided that the Trustee shall not be obliged to participate in, or assist with, any such substitution or variation if the terms of the proposed alternative Loss Absorption Compliant Notes or the participation in or assistance with such substitution or variation would have the effect of (i) exposing the Trustee to any liability against which it is not indemnified and/or secured and/or prefunded to its satisfaction, (ii) changing, increasing or adding to the obligations or duties of the Trustee or (iii) removing or amending any protection or indemnity afforded to, or any provision in favour of, the Trustee under the Trust Deed, the Conditions and/or the Notes.

In connection with any substitution or variation in accordance with this Condition 10(o) (Substitution and Variation of Senior Notes), 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.

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In connection with any substitution or variation pursuant to this Condition 10(o) (Substitution and Variation of Senior Notes), no Holder shall be entitled to claim from the Issuer, the Trustee or any other person any indemnification or other payment in respect of any tax or other consequences arising as a result of or from such substitution or variation (except to the extent already provided for in Condition 13 (Taxation)).

11. Payments – Bearer Notes

This Condition 11 (Payments – Bearer Notes) is only applicable to Bearer Notes.

(a) Principal

Payments of principal shall be made only against presentation and (provided that payment is made in full) surrender of Bearer Notes at the Specified Office of any Paying Agent outside the United States 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.

(b) Interest

Payments of interest shall, subject to Condition 11(h) (Payments other than in respect of matured Coupons), be made only against presentation and (provided that payment is made in full) surrender of the appropriate Coupons at the Specified Office of any Paying Agent outside the United States in the manner described in Condition 11(a) (Principal).

(c) Payments in New York City

Payments of principal or interest may be made at the Specified Office of a Paying Agent in New York City if (i) the Issuer has appointed Paying Agents outside the United States with the reasonable expectation that such Paying Agents will be able to make payment of the full amount of the interest and principal on the Notes in the currency in which the payment is due when due; (ii) payment of the full amount of such interest and/or principal (as the case may be) at the offices of all such Paying Agents is illegal or effectively precluded by exchange controls or other similar restrictions; and (iii) payment is permitted by applicable United States law, without involving, in the opinion of the Issuer, any adverse tax consequence to the Issuer.

(d) Payments subject to fiscal laws

Save as provided in Condition 13 (Taxation), payments in respect of the Bearer Notes will be subject in all cases to any applicable fiscal or other laws, regulations and directives in the place of payment or other laws and regulations to which the Issuer or its agents are or agree to be subject and the Issuer or any of its Paying Agents will not be liable for any taxes or duties of whatever nature imposed or levied by such laws, regulations, directives or agreements. No commissions or expenses shall be charged to the Noteholders or Couponholders in respect of such payments.

(e) Deductions for unmatured Coupons

If the relevant Final Terms specifies that the Fixed Rate Note Provisions are applicable and a Bearer Note is presented for payment without all unmatured Coupons relating thereto:

(i) if the aggregate amount of the missing Coupons is less than or equal to the amount of principal due for payment, a sum equal to the aggregate amount of the missing Coupons will be deducted from the amount of principal due for payment; provided, however, that if the gross amount available for payment is less than the amount of principal due for payment, the sum deducted will be that proportion of the aggregate amount of such missing Coupons which the gross amount actually available for payment bears to the amount of principal due for payment; or

(ii) if the aggregate amount of the missing Coupons is greater than the amount of principal due for payment:

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(A) so many of such missing Coupons shall become void (in inverse order of maturity) as will result in the aggregate amount of the remainder of such missing Coupons (the “Relevant Coupons”) being equal to the amount of principal due for payment; provided, however, that where this Condition 11(e)(ii)(A) would otherwise require a fraction of a missing Coupon to become void, such missing Coupon shall become void in its entirety; and

(B) a sum equal to the aggregate amount of the Relevant Coupons will be deducted from the amount of principal due for payment; provided, however, that, if the gross amount available for payment is less than the amount of principal due for payment, the sum deducted will be that proportion of the aggregate amount of the Relevant Coupons which the gross amount actually available for payment bears to the amount of principal due for payment.

Each sum of principal so deducted shall be paid in the manner provided in Condition 11(a) (Principal) against presentation and (provided that payment is made in full) surrender of the relevant missing Coupons.

(f) Unmatured Coupons void

If the relevant Final Terms specifies that the Reset Note Provisions are applicable or that the Floating Rate Note Provisions are applicable, on the due date for redemption of any Note or early redemption in whole of such Note pursuant to Condition 10(b) (Redemption at the option of the Issuer), 10(c) (Redemption for Tax Event), 10(d) (Redemption for Capital Disqualification Event), 10(e) (Redemption for Loss Absorption Disqualification Event), 10(f) (Clean-up Call Option) or 14 (Events of Default), all unmatured Coupons relating thereto (whether or not still attached) shall become void and no payment will be made in respect thereof.

(g) Payments on business days

If the due date for payment of any amount in respect of any Bearer Note or Coupon is not a Payment Business Day in the place of presentation, the Holder shall not be entitled to payment in such place of the amount due until the next succeeding Payment Business Day in such place and shall not be entitled to any further interest or other payment in respect of any such delay.

(h) Payments other than in respect of matured Coupons

Payments of interest other than in respect of matured Coupons shall be made only against presentation of the relevant Bearer Notes at the Specified Office of any Paying Agent outside the United States (or in New York City if permitted by Condition 11(c) (Payments in New York City)).

(i) Partial payments

If a Paying Agent makes a partial payment in respect of any Bearer Note or Coupon presented to it for payment, such Paying Agent will endorse thereon a statement indicating the amount and date of such payment.

(j) Exchange of Talons

On or after the maturity date of the final Coupon which is (or was at the time of issue) part of a Coupon Sheet relating to the Bearer Notes, the Talon forming part of such Coupon Sheet may be exchanged at the Specified Office of the Principal Paying Agent for a further Coupon Sheet (including, if appropriate, a further Talon but excluding any Coupons in respect of which claims have already become void pursuant to Condition 15 (Prescription)). Upon the due date for redemption of any Bearer Note, any unexchanged Talon relating to such Note shall become void and no Coupon will be delivered in respect of such Talon.

Payments – Registered Notes

This Condition 12 (Payments – Registered Notes) is only applicable to Registered Notes.

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(a) Principal

Payments of principal shall be made 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 Paying Agent.

(b) Interest

Payments of interest shall be made 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 Paying Agent.

Save as provided in Condition 13 (Taxation), payments in respect of the Registered Notes will be subject in all cases to any applicable fiscal or other laws, regulations and directives in the place of payment or other laws and regulations to which the Issuer or its agents are or agree to be subject and the Issuer or any of its agents will not be liable for any taxes or duties of whatever nature imposed or levied by such laws, regulations, directives or agreements. No commissions or expenses shall be charged to the Noteholders in respect of such payments.

(d) Payments on business days

Where payment is to be made by transfer to an account, payment instructions (for value the due date, or, if the due date is not Payment Business Day, for value the next succeeding Payment Business Day) will be initiated (i) (in the case of payments of principal and interest payable on redemption) on the later of the due date for payment and the day on which the relevant Certificate is surrendered (or, in the case of part payment only, endorsed) at the Specified Office of a Paying Agent; and (ii) (in the case of payments of interest payable other than on redemption) on the due date for payment. A Holder of a Registered Note shall not be entitled to any interest or other payment in respect of any delay in payment resulting from the due date for a payment not being a Payment Business Day or otherwise from any delay in receipt of a payment made in accordance with this Condition 12 (Payments – Registered Notes).

(e) Partial payments

If a Paying Agent makes a partial payment in respect of any Registered Note, the Issuer shall procure that the amount and date of such payment are noted on the Register and, in the case of partial payment upon presentation of a Certificate, that a statement indicating the amount and the date of such payment is endorsed on the relevant Certificate.

(f) Record date

Each payment in respect of a Registered Note will be made to the person shown as the Holder in the Register at the close of business in the place of the Registrar's Specified Office on the 15th business day before the due date for such payment (the "Record Date").

Taxation

(a) Gross up

(a) in the case of each Series of Senior Notes unless the relevant Final Terms expressly specifies “Senior Notes: Gross-up of principal” as “Not Applicable”, in respect of payments of interest (if any) or principal; or
(b) in the case of (x) all Tier 2 Capital Notes and (y) each Series of Senior Notes for which the relevant Final Terms expressly specify “Senior Notes: Gross-up of principal” as “Not Applicable”, in respect of payments of interest (if any) only but not principal,

pay such additional amounts (“Additional Amounts”) as will result in receipt by the Noteholders and the Couponholders of such amounts as would have been received by them had no such withholding or deduction been required, except that no such Additional Amounts shall be payable with respect to any Note or Coupon:

(i) held by or on behalf of a Holder who is liable to such taxes, duties, assessments or governmental charges in respect of such Note or Coupon by reason of its having some connection with the Relevant Jurisdiction other than a mere holding of such Note or Coupon;
(ii) to, or to a third party on behalf of, a Holder who could lawfully avoid (but has not so avoided) such deduction or withholding by complying or procuring that any third party complies with any statutory requirements or by making or procuring that any third party makes a declaration of non-residence or other similar claim for exemption to any tax authority in the place where the Note (or Certificate representing the Note) or Coupon is presented for payment; and
(iii) in respect of which the Note (or Certificate representing the Note) or Coupon 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 the last day of such period of 30 days.

References in these Conditions to interest shall be deemed to include any Additional Amounts which may become payable pursuant to the foregoing provisions or any undertakings given in addition thereto or in substitution therefor pursuant to the Trust Deed.

(b) FATCA

Notwithstanding any other provisions of these Conditions or the Trust Deed, any amounts to be paid on the Notes by or on behalf of the Issuer will be paid net of any deduction or withholding imposed or required pursuant to an agreement described in Section 1471(b) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or otherwise imposed pursuant to Sections 1471 through 1474 of the Code (or any regulations thereunder or official interpretations thereof) or an intergovernmental agreement between the United States and another jurisdiction facilitating the implementation thereof (or any fiscal or regulatory legislation, rules or practices implementing such an intergovernmental agreement) (any such withholding or deduction, a “FATCA Withholding”). Neither the Issuer nor any other person will be required to pay any Additional Amounts in respect of FATCA Withholding.

Events of Default

(a) Default

If the Issuer does not make payment in respect of the Notes or (if applicable) Coupons (in the case of payment of principal) for a period of seven days or more or (in the case of any interest payment) for a period of 14 days or more, in each case after the date on which such payment is due, the Issuer will be in default under the Trust Deed and the Notes and the Trustee, in its discretion, may, or if so requested by an Extraordinary Resolution of the Holders or in writing by the Holders of at least one-quarter in principal amount of the Notes then outstanding shall, subject in each case to being indemnified and/or secured and/or prefunded to its satisfaction, institute proceedings for the winding-up of the Issuer.

In the event of a Winding-Up (whether or not instituted by the Trustee pursuant to the foregoing), the Trustee in its discretion may, or if so requested by an Extraordinary Resolution

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of the Holders or in writing by the Holders of at least one-quarter in principal amount of the Notes then outstanding shall, subject in each case to being indemnified and/or secured and/or prefunded to its satisfaction, prove and/or claim in such Winding-Up, such claim being for such amount, and ranking, as contemplated in the applicable provisions of Condition 3 (Status).

(b) Enforcement

Without prejudice to Condition 14(a) (Default) but subject to the Trustee being indemnified and/or secured and/or prefunded to its satisfaction, the Trustee may in its discretion and without notice institute such steps, actions or proceedings against the Issuer as it may think fit to enforce any term or condition binding on the Issuer under the Trust Deed or the Notes (other than any payment obligation of the Issuer under or arising from the Notes or the Trust Deed, including, without limitation, payment of any principal or interest in respect of the Notes and any damages awarded for breach of any obligations) provided that in no event shall the Issuer, by virtue of the institution of any such steps, actions or proceedings, be obliged to pay any sum or sums, in cash or otherwise, sooner than the same would otherwise have been due and payable by it pursuant to these Conditions and the Trust Deed. Nothing in this Condition 14(b) (Enforcement) shall, however, prevent the Trustee instituting proceedings for the winding-up of the Issuer and/or proving and/or claiming in any Winding-Up in respect of any payment obligations of the Issuer arising from the Notes or the Trust Deed (including any damages awarded for breach of any obligations) in the circumstances provided in Condition 14(a) (Default).

The Trustee shall not be bound to take any of the actions referred to in this Condition 14 (Events of Default) or any other action under or pursuant to the Trust Deed unless (i) it shall have been so requested by an Extraordinary Resolution of the Holders or in writing by the holders of at least one-quarter in principal amount of the Notes then outstanding and (ii) it shall have been indemnified and/or secured and/or prefunded to its satisfaction.

(d) Rights of Holders

No Holder shall be entitled to proceed directly against the Issuer or to institute proceedings for the winding-up of the Issuer or prove or claim in any Winding-Up unless the Trustee, having become so bound to proceed or being able to prove or claim in such Winding-Up, fails or is unable to do so within a reasonable period and such failure or inability shall be continuing, in which case the Holder shall, with respect to the Notes and (if applicable) any Coupons held by it, have only such rights against the Issuer as those which the Trustee is entitled to exercise in respect of such Notes and (if applicable) such Coupons as set out in this Condition 14 (Events of Default).

(e) Extent of Holders' Remedy

No remedy against the Issuer, other than as referred to in this Condition 14 (Events of Default), shall be available to the Trustee or the Holders, whether for the recovery of amounts owing in respect of the Notes or Coupons or under the Trust Deed (other than in the case of any amounts due to the Trustee in respect of its costs, charges, expenses, liabilities or remuneration or the rights and remedies of the Trustee in respect thereof) or in respect of any breach by the Issuer of any of its other obligations under or in respect of the Notes or under the Trust Deed.

Prescription

Claims for principal in respect of Bearer Notes shall become void unless the relevant Bearer Notes are presented for payment within 10 years of the appropriate Relevant Date. Claims for interest in respect of Bearer Notes shall become void unless the relevant Coupons are presented for payment within five years of the appropriate Relevant Date. Claims for principal and interest in respect of Registered Notes shall become void unless made or (where surrender of Certificates is required) the relevant Certificates are surrendered for payment within 10 years of the appropriate Relevant Date.

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16. Replacement of Notes and Coupons

If any Note, Certificate, Coupon or Talon 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, or the Registrar, in the case of Registered Notes (and if the Notes are admitted to listing and/or trading by any competent authority and/or stock exchange which requires the appointment of a Paying Agent or Transfer Agent in any particular place, the Paying Agent or Transfer Agent having its Specified Office in the place required by the competent authority and/or stock exchange), subject to all applicable laws and competent authority and/or stock exchange requirements, upon payment by the claimant of the expenses incurred in connection with such replacement and on such terms as to evidence, security, indemnity and otherwise as the Issuer may reasonably require. Mutilated or defaced Notes, Certificates or Coupons or Talons must be surrendered before replacements will be issued.

17. Agents

The initial Principal Paying Agent, the Registrar, the Calculation Agent and the Transfer Agents and their initial Specified Offices are listed below. They act solely as agents of the Issuer and do not assume any obligation or relationship of agency or trust for or with any Noteholder or Couponholder. The Issuer reserves the right, at any time to vary or terminate the appointment of the Principal Paying Agent, the Registrar, the Calculation Agent and the Transfer Agents and to appoint replacement agents or other Transfer Agents, provided that it will:

(a) at all times maintain a Principal Paying Agent, a Registrar and a Transfer Agent;
(b) if a Calculation Agent is specified in the relevant Final Terms, the Issuer shall at all times maintain a Calculation Agent; and
(c) if and for so long as the Notes are admitted to listing and/or trading by any competent authority and/or stock exchange which requires the appointment of a Paying Agent and/or Transfer Agent in any particular place, the Issuer shall maintain a Paying Agent and/or a Transfer Agent having its Specified Office in the place required by such competent authority and/or stock exchange.

Notice of any such termination or appointment and of any change in the Specified Offices of the Principal Paying Agent, the Registrar, the Calculation Agent and the Transfer Agents will be given to the Holders in accordance with Condition 21 (Notices). If any of the Calculation Agent, the Registrar or the Principal Paying Agent is unable or unwilling to act as such or if it fails to make a determination or calculation or otherwise fails to perform its duties under these Conditions or the Agency Agreement (as the case may be), the Issuer shall appoint an independent financial institution to act as such in its place. All calculations and determinations made by the Calculation Agent in relation to the Notes and the Coupons shall (save in the case of manifest error) be final and binding on the Issuer, the Trustee, the Calculation Agent, the Principal Paying Agent, the Registrar and the Holders. All calculations and determinations made by the Calculation Agent pursuant to these Conditions will be made in consultation with the Issuer.

18. Meetings of Noteholders; Modification and Waiver; Substitution

(a) Meetings of Noteholders

The Trust Deed contains provisions for convening meetings of Holders (which meetings may be held at a physical place or by way of conference call or videoconference platform, or a combination of any of the foregoing) to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of any of these Conditions or any provisions of the Trust Deed, subject, in the case of Tier 2 Capital Notes and Senior Notes (if applicable), to Condition 18(e) (Supervisory Permission). Such a meeting may be convened by the Issuer, by the Trustee at its own discretion or by the Trustee at the direction of Holders holding not less than 10 per cent. in principal amount of the Notes for the time being outstanding (subject, in each such case, to the Trustee being indemnified and/or secured and/or prefunded to its satisfaction).

The quorum at any such meeting for passing an Extraordinary Resolution will be one or more persons holding or representing a clear majority in principal amount of the Notes for the time being outstanding, or at any adjourned meeting one or more persons being or representing Holders whatever the principal amount of the Notes so held or represented, except that at any

meeting the business of which includes the modification of certain of these Conditions (including, inter alia, the provisions regarding status and subordination referred to in Condition 3 (Status), the terms concerning currency and due dates for payment of principal or interest payments in respect of the Notes and reducing or cancelling the principal amount of, or interest on, any Notes or varying the method of calculating the Rate of Interest) and certain other provisions of the Trust Deed the quorum will be one or more persons holding or representing not less than two-thirds, or at any adjourned such meeting not less than one-quarter, in principal amount of the Notes for the time being outstanding. The agreement or approval of the Holders or Couponholders shall not be required in the case of (i) the implementation of any Benchmark Amendments described in Condition 9(a) (Benchmark Discontinuation – Reference Rates other than a SOFR Reference Rate) or any Benchmark Replacements described in Condition 9(b) (Effect of Benchmark Transition Event – SOFR) and (ii) any variation of these Conditions and/or the Trust Deed required to be made in the circumstances described in Conditions 10(o) (Substitution and Variation of Senior Notes) and 10(n) (Substitution and Variation of Tier 2 Capital Notes) in connection with the variation of the terms of the Notes so that they remain or become Qualifying Tier 2 Securities or Loss Absorption Compliant Notes, as the case may be, and to which the Trustee has agreed pursuant to the relevant provisions of Conditions 10(o) (Substitution and Variation of Senior Notes) or 10(n) (Substitution and Variation of Tier 2 Capital Notes), as the case may be.

An Extraordinary Resolution passed at any meeting of Holders or in writing or by way of electronic consents will be binding on all Noteholders and Couponholders, whether or not they are present at the meeting or voting in favour or, as the case may be, whether or not signing the written resolution or providing electronic consents.

The Trust Deed provides that (i) a resolution passed, at a meeting duly convened and held, by a majority of at least 75 per cent. of the votes cast, (ii) a resolution in writing signed by or on behalf of the holders of not less than 75 per cent. in principal amount of the Notes for the time being outstanding or (iii) if applicable, consent given by way of electronic consents through the relevant clearing system(s) (in a form satisfactory to the Trustee) by or on behalf of the holder(s) of not less than 75 per cent. in principal amount of the Notes for the time being outstanding, shall, in each case be effective as an Extraordinary Resolution. A resolution in writing may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Holders.

(b) Modification and waiver

The Trustee may agree, without the consent of the Holders, to (i) any modification of these Conditions or of any other provisions of the Trust Deed or the Agency Agreement which in its opinion is of a formal, minor or technical nature or is made to correct a manifest error, and (ii) any other modification to (except as mentioned in the Trust Deed), and any waiver or authorisation of any breach or proposed breach of, any of these Conditions or of the provisions of the Trust Deed or the Agency Agreement which is, in the opinion of the Trustee, not materially prejudicial to the interests of the Holders. The Trustee may, without the consent of the Holders of any Series, determine that any Event of Default or Potential Event of Default (each as defined in the Trust Deed) should not be treated as such, provided that, in the opinion of the Trustee, the interests of Holders are not materially prejudiced thereby.

In addition, the Trustee shall be obliged to concur with the Issuer and use its reasonable endeavours to effect any Benchmark Amendments or Benchmark Replacements in the circumstances set out in and subject to Condition 9 (Benchmark Discontinuation) without the consent of the Holders or Couponholders.

Any such modification, authorisation, waiver or determination shall be binding on the Holders and Couponholders and such modification shall be notified to the Holders as soon as practicable.

(i) Subject to (1) Condition 18(e) (Supervisory Permission) and (2) such amendment of the Trust Deed and other conditions as the Trustee may require, but without the consent of

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the Holders of Notes of any Series or the Holders of Coupons appertaining thereto (if any), the Trustee shall also agree to the substitution of:

(A) a Successor in Business (as defined below) of the Issuer; or
(B) a subsidiary or holding company of the Issuer or any subsidiary of any such holding company,

(any such entity, a “Substitute Obligor”) in place of the Issuer as principal debtor under such Notes and the Coupons appertaining thereto (if any) and the Trust Deed insofar as it relates to such Notes, subject to and all in accordance with the provisions of the Trust Deed and, if the Substitute Obligor is not a Successor in Business, subject to such Notes and the Coupons appertaining thereto (if any) being irrevocably guaranteed by the Issuer (such guarantee to rank, in the case of Senior Notes, at least pari passu with the ranking of the Senior Notes as set out in Condition 3(a) (Senior Notes) or, in the case of Tier 2 Capital Notes, at least pari passu with the ranking of the Tier 2 Capital Notes as set out in Condition 3(b)(Tier 2 Capital Notes)).

In these Conditions, “Successor in Business” means, in relation to the Issuer, any company which as a result of any amalgamation, merger, transfer, reconstruction or agreement, beneficially owns the whole or substantially the whole of the undertaking, property and assets owned by the Issuer immediately prior to such amalgamation, merger, transfer, reconstruction or agreement coming into force and carries on as successor to the Issuer the whole or substantially the whole of the business carried on by the Issuer immediately prior thereto.

(ii) In the case of any substitution pursuant to this Condition 18(c) (Substitution), the Trustee may agree, without the consent of the Holders, to a change of the law governing the subordination and waiver of set-off provisions set out in these Conditions and the Trust Deed, provided that such change would not in the opinion of the Trustee be materially prejudicial to the interests of the Holders.

(iii) In the case of any substitution pursuant to this Condition 18(c) (Substitution), no Holder shall be entitled to claim from the Issuer, any Substitute Obligor, the Trustee or any other person any indemnification or other payment in respect of any tax or other consequences arising as a result of or from such substitution (except to the extent already provided for in Condition 13 (Taxation) and/or any undertaking or covenant given in addition to, or in substitution for, Condition 13 (Taxation) pursuant to the Trust Deed).

(d) Entitlement of the Trustee

In connection with the exercise of its trusts, powers, authorities, discretions and functions (including but not limited to those referred to in this Condition) the Trustee shall have regard to the general interests of Holders of the relevant Series of Notes as a class and shall not have regard to the consequences of such exercise for particular individual Noteholders or Couponholders (whatever their number) and, in particular but without limitation, shall not have regard to the tax or other consequences of any such exercise for individual Noteholders or Couponholders (whatever their number) 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 sub-division thereof, and the Trustee shall not be entitled to require, nor shall any Noteholder or Couponholder be entitled to claim, from the Issuer, the Trustee or any other person any indemnification or payment in respect of any tax consequence of any such exercise upon individual Noteholders or Couponholders (except to the extent already provided for in Condition 13 (Taxation) and/or any undertaking or covenant given in addition to, or in substitution for, Condition 13 (Taxation) pursuant to the Trust Deed).

(e) Supervisory Permission

In the case of any Series of Notes, no modification to these Conditions or any other provisions of the Trust Deed and no substitution of the Issuer pursuant to this Condition 18 (Meeting of Noteholders; Modification and Waiver; Substitution) shall become effective unless the Issuer

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shall have obtained any requisite Supervisory Permission therefor (and such Supervisory Permission has not been revoked as at the date on which such modification or substitution becomes effective) from, the Relevant Authority.

(f) Notices

Any such modification, waiver, authorisation or substitution shall be binding on all Holders shall be notified to the Holders in accordance with Condition 21 (Notices) as soon as practicable thereafter.

Further Issues

The Issuer may from time to time without the consent of the Noteholders or Couponholders, but subject to it obtaining any Supervisory Permission required therefor (and such Supervisory Permission not having been revoked as at the date of such creation and issue), create and issue further securities either:

(i) having the same terms and conditions as the Notes of any Series in all respects (or in all respects except for the amount and date of the first payment of interest on them and the date from which interest starts to accrue) and so that such further issue shall be consolidated and form a single Series with the outstanding Notes of such Series; or

(ii) upon such other terms as the Issuer may determine at the time of their issue.

References in these Conditions to the Notes of any Series include (unless the context requires otherwise) any other Notes issued and forming a single Series with such Notes. Any further securities forming a single Series with the outstanding Notes of any Series constituted by the Trust Deed or any deed supplemental to it shall, and any other securities may (with the consent of the Trustee), be constituted by a deed supplemental to the Trust Deed.

Rights of the Trustee

The Trust Deed contains provisions for the indemnification of, and/or the provision of security for and/or prefunding, the Trustee and for its relief from responsibility.

The Trustee is entitled to enter into business transactions with the Issuer and any entity related to the Issuer without accounting for any profit.

The Trustee may rely without liability to Holders on a report, confirmation or certificate or any advice of any accountants, financial advisers, financial institution or any other expert, whether or not addressed to it and whether their liability in relation thereto is limited (by its terms or by any engagement letter relating thereto entered into by the Trustee or in any other manner) by reference to a monetary cap, methodology or otherwise.

Nothing in Condition 3 (Status) or 14 (Events of Default) shall affect or prejudice the payment of the costs, charges, expenses, liabilities or remuneration of the Trustee in such capacity or the rights and remedies of the Trustee in respect thereof.

Notices

(a) Bearer Notes

Notices to the Holders of Bearer Notes shall be valid if published in a leading English language daily newspaper published in London (which is expected to be the Financial Times) or, if such publication is not practicable, in a leading English language daily newspaper having general circulation in Europe. Any such notice shall be deemed to have been given on the date of first publication (or if required to be published in more than one newspaper, on the first date on which publication shall have been made in all the required newspapers). Couponholders shall be deemed for all purposes to have notice of the contents of any notice given to the Holders of Bearer Notes.

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(b) Registered Notes

Notices to the Holders of Registered Notes shall be mailed to them at their respective addresses in the Register and deemed to have been given on the first weekday (being a day other than a Saturday or Sunday) after the date of mailing.

Notices to be given by any Holder shall be in writing and given by lodging the same, together (in the case of any Note in definitive form) with the relative Note or Notes (or the Certificate(s) representing the relevant Registered Note(s)), with the Principal Paying Agent (in the case of Bearer Notes) or the Registrar (in the case of Registered Notes).

(d) All Notices

The Issuer shall also ensure that all notices are duly published (if such publication is required) in a manner which complies with the rules and regulations of any stock exchange or other relevant authority on which the Notes are for the time being listed and/or admitted to trading.

Rounding

For the purposes of any calculations referred to in these Conditions (unless otherwise specified in these Conditions), (A) all percentages resulting from such calculations will be rounded, if necessary, to the nearest one thousandth of a percentage point (with 0.0005 per cent. being rounded up to 0.001 per cent.), (b) all United States dollar amounts used in or resulting from such calculations will be rounded to the nearest cent (with one half cent being rounded up), (c) all Japanese Yen amounts used in or resulting from such calculations will be rounded downwards to the next lower whole Japanese Yen amount, and (d) all amounts denominated in any other currency used in or resulting from such calculations will be rounded to the nearest two decimal places in such currency, with 0.005 being rounded upwards.

Contracts (Rights of Third Parties) Act 1999

No person shall have any right to enforce any term or condition of any Note by virtue of the Contracts (Rights of Third Parties) Act 1999.

Governing Law and Jurisdiction etc.

(a) Governing law

The Notes, the Coupons and the Trust Deed, and all non-contractual obligations arising out of or in connection with the Notes, the Coupons and the Trust Deed, are governed by, and shall be construed in accordance with, English law.

(b) Jurisdiction

Subject as follows in this Condition 24(b), the courts of England are to have exclusive jurisdiction to settle any disputes that may arise out of or in connection with the Trust Deed, the Notes or the Coupons and accordingly any legal action or proceedings arising out of or in connection with the Trust Deed, any Notes or any Coupons (including any legal action or proceedings relating to non-contractual obligations arising out of or in connection with them) ("Proceedings") may be brought in such courts. Each of the Issuer and the Trustee has in the Trust Deed, and by virtue of its holding of any Note or Coupon, each Noteholder and Couponholders shall be deemed to have, irrevocably submitted to the jurisdiction of the courts of England in respect of any such Proceedings and waived any objections to Proceedings in such courts on the ground of venue or on the ground that the Proceedings have been brought in an inconvenient forum. To the extent allowed by law, the Trustee, the Noteholders and the Couponholders may take (i) Proceedings in any other court with jurisdiction and (ii) concurrent Proceedings in any number of jurisdictions.

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Notwithstanding, and to the exclusion of, any other term of any Series of Notes or any other agreements, arrangements or understandings between the Issuer and any Noteholder (which, for the purposes of this Condition 24(c)(Recognition of UK Bail-in Power), includes each holder of a beneficial interest in the Notes) or the Trustee on their behalf, by its acquisition or holding of the Notes (or any beneficial interest therein), each Noteholder acknowledges and accepts that any liability arising under the Notes may be subject to the exercise of Statutory Loss Absorption Powers by the Relevant Resolution Authority and acknowledges, accepts, consents to and agrees to be bound by:

(i) the effect of the exercise of any Statutory Loss Absorption Powers by the Relevant Resolution Authority, which exercise (without limitation) may include and result in any of the following, or a combination thereof:

(A) the reduction of all, or a portion, of the Relevant Amounts in respect of the Notes;

(B) the conversion of all, or a portion, of the Relevant Amounts in respect of the Notes into shares, other securities or other obligations of the Issuer or another person, and the issue to or conferral on the Holder of such shares, securities or obligations, including by means of an amendment, modification or variation of the terms of the Notes;

(D) the amendment or alteration of the maturity of the Notes or amendment of the amount of interest payable on the Notes, or the date on which interest becomes payable, including by suspending payment for a temporary period; and

(ii) the variation of the terms of the Notes, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of any Statutory Loss Absorption Powers by the Relevant Resolution Authority.

No repayment or payment of Relevant Amounts in respect of the Notes will become due and payable or be paid after the exercise of any Statutory Loss Absorption Powers by the Relevant Resolution Authority if and to the extent such amounts have been reduced, converted, cancelled, amended or altered as a result of such exercise.

Neither a reduction or cancellation, in whole or in part, of the Relevant Amounts, the conversion thereof into another security or obligation of the Issuer, another member of the Issuer Group or any other person, as a result of the exercise of the Statutory Loss Absorption Powers by the Relevant Resolution Authority with respect to the Issuer, nor the exercise of the Statutory Loss Absorption Powers by the Relevant Resolution Authority with respect to the Notes, will constitute a default under the Notes for any purpose and the Holders shall have no right or claim against the Issuer as a result of any such exercise.

Upon the exercise of the Statutory Loss Absorption Powers by the Relevant Resolution Authority with respect to any Notes, the Issuer will provide a written notice to the Noteholders and the Couponholders, the Trustee and the Paying Agents, in accordance with Condition 21 (Notices) as soon as practicable thereafter regarding such exercise of the Statutory Loss Absorption Powers. Any delay or failure by the Issuer in delivering any notice referred to in this Condition shall not affect the validity and enforceability of the Statutory Loss Absorption Powers nor constitute a default by the Issuer for any purpose.

For the purposes of this Condition 24(c) (Recognition of UK Bail-in Power),

"Relevant Amounts" means the outstanding principal amount of the Notes, together with any interest (including, if applicable, any Additional Amounts) that has accrued to the relevant date of exercise of any Statutory Loss Absorption Powers by the Relevant Resolution Authority but is unpaid. References to such amounts will include amounts that have become due and payable,

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but which have not been paid, prior to the exercise of any Statutory Loss Absorption Powers by the Relevant Resolution Authority;

“Relevant Resolution Authority” means any United Kingdom authority with the ability to exercise a Statutory Loss Absorption Power; and

“Statutory Loss Absorption Powers” means any write-down, conversion, transfer, modification, suspension or similar or related power existing from time to time under, and exercised in compliance with, any laws, regulations, rules or requirements in effect in the United Kingdom, relating to (a) Part 1 of the Banking Act and any other law or regulation applicable in the United Kingdom relating to the resolution of unsound or failing banks or other financial institutions and certain of their affiliates, in each case as amended or replaced from time to time and (b) the instruments, rules and standards created thereunder, pursuant to which any obligation of the Issuer (or any affiliate of the Issuer) can be reduced, cancelled, modified, or converted into shares, other securities or other obligations of the Issuer or any other person (or suspended for a temporary period).

References to ‘Notes’ and ‘Noteholders’ in this Condition 24(c) (Recognition of UK Bail-in Power) shall be deemed to include references to ‘Coupons’ and ‘Couponholders’, as far as the context admits.

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FORM OF FINAL TERMS

The Final Terms in respect of each Tranche of Notes will be in the following form, duly supplemented (if necessary), amended (if necessary) and completed to reflect the particular terms of the relevant Notes and their issue. Text in this section appearing in italics does not form part of the form of the Final Terms but denotes directions for completing the Final Terms.

[PROHIBITION OF SALES TO EEA RETAIL INVESTORS – The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”). For these purposes, a “retail investor” means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97 (the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.]

[PROHIBITION OF SALES TO UK RETAIL INVESTORS – The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (“UK”). For these purposes, a “retail investor” means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK domestic law; or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000, as amended (the “FSMA”) and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law (“UK MiFIR”). Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of UK domestic law (the “UK PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.]

[MiFID II PRODUCT GOVERNANCE/PROFESSIONAL INVESTORS AND ECPs ONLY TARGET MARKET – Solely for the purposes of [the/each] manufacturer[‘s/s’] product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in [Directive 2014/65/EU (as amended “MiFID II”)/MiFID II]; and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a “distributor”) should take into consideration the manufacturer[‘s/s’] target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer[‘s/s’] target market assessment) and determining appropriate distribution channels.]¹

[UK MiFIR PRODUCT GOVERNANCE/PROFESSIONAL INVESTORS AND ECPs ONLY TARGET MARKET – Solely for the purposes of [the/each] manufacturer[‘s/s’] product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in [Regulation (EU) No 600/2014 as it forms part of UK domestic law /UK MiFIR]; and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any [person subsequently offering, selling or recommending the Notes (a “distributor”)]/[distributor] should take into consideration the manufacturer[‘s/s’] target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook is responsible for undertaking its own target

¹ To be inserted if a relevant Dealer on a particular issuance of Notes is a MiFID II manufacturer.

market assessment in respect of the Notes (by either adopting or refining the manufacturer['s/s'] target market assessment) and determining appropriate distribution channels.]²

[Singapore Securities and Futures Act Product Classification: In connection with Section 309B of the Securities and Futures Act 2001 of Singapore, as modified or amended from time to time (the "SFA") and the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (the "CMP Regulations 2018"), the Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that the Notes are [prescribed capital markets products] / [capital markets products other than prescribed capital markets products] (as defined in the CMP Regulations 2018) and [are] [Excluded] [Specified] Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).]³

Final Terms dated [●]

ALDERMORE GROUP PLC

(Legal Entity Identifier (LEI): 213800JQLWHE8NQYXX31)

Issue of [Currency][Aggregate Principal Amount of Tranche] [Title of Notes]

under the £2,000,000,000 Euro Medium Term Note Programme of Aldermore Group PLC

PART A – CONTRACTUAL TERMS

[Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Notes (the "Conditions") set forth in the base prospectus dated [●] (the "Base Prospectus") [and the supplement[s] to it dated [●]] [and [●]] which [together] constitute[s] a base prospectus for the purposes of Regulation (EU) 2017/1129 as it forms part of UK domestic law (the "UK Prospectus Regulation"). This document constitutes the Final Terms of the Notes described herein for the purposes of the UK Prospectus Regulation and must be read in conjunction with the Base Prospectus [as so supplemented].

Full information on the Issuer and the offer of the Notes described herein is only available on the basis of the combination of these Final Terms and the Base Prospectus [as so supplemented]. The Base Prospectus[, the supplement[s] to it] and these Final Terms have been published on the website of the Regulatory News Service operated by the London Stock Exchange at [http://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html]].

[Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Notes (the "Conditions") set forth in the base prospectus dated [●], which are incorporated by reference in the base prospectus dated [●]. These Final Terms contain the final terms of the Notes and must be read in conjunction with the base prospectus dated [●] (the "Base Prospectus") [and the supplement[s] to it dated [●] [and [●]]] which [together] constitute[s] a base prospectus (the "Base Prospectus") for the purposes of Regulation (EU) 2017/1129 as it forms part of UK domestic law (the "UK Prospectus Regulation"), including the Conditions which are incorporated by reference in the Base Prospectus [as so supplemented]. This document constitutes the Final Terms of the Notes described herein for the purposes of the UK Prospectus Regulation and must be read in conjunction with the Base Prospectus [as so supplemented].

Full information on the Issuer and the offer of the Notes described herein is only available on the basis of the combination of these Final Terms and the Base Prospectus [as so supplemented]. [The Base Prospectus[, the supplement[s] to it], the base prospectus dated [●], including the Conditions, and these Final Terms have been published on the website of the Regulatory News Service operated by the London Stock Exchange at [http://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html].]

² To be inserted if a relevant Dealer on a particular issuance of Notes is a UK MiFIR manufacturer.

³ Relevant Dealer(s) to consider whether it/they have received the necessary product classification from the Issuer prior to the launch of the offers, pursuant to s.309B of the SFA.

114

Issuer:
Aldermore Group PLC

DESCRIPTION OF THE NOTES

(i) Series Number:
[●]

(ii) Tranche Number:
[●]

[(iii) [Date on which the Notes become fungible:
[Not Applicable]/[The Notes shall be consolidated, form a single series and be interchangeable for trading purposes with the [insert description of the Series] on [●]/[the Issue Date]/[exchange of the Temporary Global Note for interests in the Permanent Global Note, as referred to in paragraph [25] below [which is expected to occur on or about [●]].]

Specified Currency or Currencies:
[●]
Aggregate Principal Amount:
[●]

(i) Series:
[●]

(ii) Tranche:
[●]

Issue Price:
[●] per cent. of the Aggregate Principal Amount [plus accrued interest from [●]]
(i) Specified Denominations:
[●] [and integral multiples of [●] in excess thereof [up to (and including) [●]]. [No Notes in definitive form will be issued with a denomination above [●]].]

(ii) Calculation Amount:
[●]

(i) Issue Date:
[●]

(ii) Interest Commencement Date:
[●]/[Issue Date]/[Not Applicable]

Maturity Date:
[[●]/The Interest Payment Date falling on or nearest to [●]]
Interest Basis:
[[●] per cent. Fixed Rate]
[Reset Notes]
[Floating Rate [[●] Month EURIBOR]
[Compounded Daily SONIA]/[Compounded Daily SOFR]/[Weighted Average SOFR]/[Compounded Daily €STR] +/- [●] per cent.]
[Zero Coupon]
(see paragraph [14]/[15]/[16]/[17] below)
Redemption/Payment Basis:
Subject to any purchase and cancellation or early redemption, the Notes will be redeemed

115

on the Maturity Date at [[●]/[100]] per cent. of their principal amount.

Change of Interest or Redemption/Payment Basis: [●]/[Not Applicable]
Call Options:
[Issuer Call
(see paragraph [18] below)]
[Clean-up Call
(see paragraph [19] below)]
[Loss Absorption Disqualification Event Redemption
(see paragraph [20] below)]
[Capital Disqualification Event Redemption
(see paragraph [21] below)]
[Not Applicable]
(i) Status of the Notes: [Senior Notes] /[Tier 2 Capital Notes]
[(ii) Senior Notes: Gross-up of principal: [Applicable]/[Not Applicable]
(iii) Date Board approval for issuance of Notes obtained: [●]

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

Fixed Rate Note Provisions
[Applicable]/[Not Applicable]/[Applicable from [●] to [●] [if so elected by the Issuer on or before [●]]]
(i) Rate[(s)] of Interest: [●] per cent. per annum [payable [annually]/[semi-annually]/[quarterly]/[●] in arrear on each Interest Payment Date]
(ii) Interest Payment Date(s): [●]/[and [●]] in each year[, up to and including [●]/[the Maturity Date], commencing on [●]
(iii) Fixed Coupon Amount[(s)]: [●] per Calculation Amount[, payable on each Interest Payment Date other than the Interest Payment Date falling on [●]]
(iv) Broken Amount(s): [●] per Calculation Amount, payable on the Interest Payment Date falling on [●]/[Not Applicable]
(v) Day Count Fraction: [30/360]
[Actual/Actual (ICMA)]
[Actual/Actual (ISDA)]
[Actual/365 (Fixed)]
[Actual/360]
[30E/360]
[Eurobond Basis]
[30E/360(ISDA)]

116

For Notes which are intended to count as MREL, the Subsequent Margin shall be equal to the First Margin.

Reset Note Provisions

[Applicable]/[Not Applicable]

(i) Initial Rate of Interest:
[●] per cent. per annum [payable [annually]/[semi-annually]/[quarterly]/[●] in arrear on each Interest Payment Date]

(ii) Reset Rate:
[Mid-Swap Rate]/[Benchmark Gilt Rate]/[Reference Bond]

(iii) First Margin:
[+/-][●] per cent. per annum

(iv) Subsequent Margin:
[[+/-][●] per cent. per annum]/[Not Applicable]⁴

(v) Interest Payment Date(s):
[●] [and [●]] in each year up to (and including) the Maturity Date, commencing on [●]

(vi) Fixed Coupon Amount in respect of the period from (and including) the Interest Commencement Date up to (but excluding) the First Reset Date:
[[●] per Calculation Amount][, payable on each Interest Payment Date up to (and including) the [First Reset Date] other than the Interest Payment Date falling on [●]]]/[Not Applicable]

(vii) Broken Amount(s):
[[●]] per Calculation Amount payable on the Interest Payment Date falling [in]/[on] [●]]/[Not Applicable]

(viii) First Reset Date:
[●]

(ix) Subsequent Reset Date(s):
[●] [and [●]]/[Not Applicable]

(x) Benchmark Frequency:
[●]

(xi) Relevant Screen Page:
[●]

(xii) Mid-Swap Rate:
[Single Mid-Swap Rate]/[Mean Mid-Swap Rate]

(xiii) Mid-Swap Maturity:
[●]

(xiv) Initial Mid-Swap Rate Final Fallback:
[Applicable]/[Not Applicable]
- Initial Mid-Swap Rate:
[●] per cent.

(xv) Reset Maturity Initial Mid-Swap Rate Final Fallback:
[Applicable]/[Not Applicable]
- Reset Period Maturity Initial Mid-Swap Rate:
[●] per cent.

(xvi) Last Observable Mid-Swap Rate Final Fallback:
[Applicable]/[Not Applicable]
[applicable]/[Not Applicable]

118

(xviii) Subsequent Reset Rate Last Observable Mid-Swap Rate Final (Applicable)/(Not Applicable) Fallback:

(xix) First Reset Period Benchmark Gilt [●] per cent./[Not Applicable] Fallback:

(xx) Reference Rate: [SONIA]/[EURIBOR]/[ESTR]/[SOFR]/[●]

(xxi) Reference Banks: [●]

(xxii) Reference Bond Relevant Time: [●]

(xxiii) First Reset Period Reference Bond [●] per cent./[Not Applicable] Fallback:

(xxiv) Day Count Fraction: [30/360] [Actual/Actual (ICMA)] [Actual/Actual (ISDA)] [Actual/365 (Fixed)] [Actual/360] [30E/360] [Eurobond Basis] [30E/360(ISDA)]

(xxv) Reset Determination Date(s): [●]/[The provisions of the Conditions apply]

(xxvi) Party responsible for calculating the [The Principal Paying Agent]/[●] shall be the Rate(s) of Interest and/or Interest Calculation Agent Amount(s)):

Floating Rate Note Provisions

(Applicable)/(Not Applicable)/[Applicable from [●] to [●] [if so elected by the Issuer on or before [●]]]

(i) Specified Period(s): [●]

(ii) Interest Payment Dates: [●] [and [●]] in each year[, subject to adjustment in accordance with the Business Day Convention set out in (iv) below/, not subject to adjustment, as the Business Day Convention in (iv) below is specified to be Not Applicable]

(iii) First Interest Payment Date: [●]

(iv) Business Day Convention: [Following Business Day Convention] [Modified Following Business Day Convention] [Modified Business Day Convention] [Preceding Business Day Convention] [FRN Convention] [Floating Rate Convention] [Eurodollar Convention] [No Adjustment] [Not Applicable]

(v) Additional Business Centre(s): [Not Applicable]/[●]

(vi) Manner in which the Rate(s) of Interest is/are to be determined: [Screen Rate Determination]/[ISDA Determination]

(vii) Party responsible for calculating the Rate(s) of Interest and/or Interest Amount(s) (if not the Principal Paying Agent): [[●] shall be the Calculation Agent]

(viii) Screen Rate Determination: [Applicable]/[Not Applicable]

Reference Rate: [EURIBOR]/[SONIA]/[SOFR]/[Weighted Average SOFR]/[Compounded Daily €STR]
Reference Bank(s): [●]/[Not Applicable]
Interest Determination Date(s): [●]
Relevant Screen Page: [●]/[Not Applicable]
Index Determination: [Applicable ([SONIA Compounded Index] / [SOFR Compounded Index]) /Not Applicable]
Observation Method: [Not Applicable/Lag/Observation Shift/Lock-out[, where “Lock-out date” means the date [5/[●]] U.S. Government Securities Business Days prior to the applicable Interest Payment Date]
Observation Look-Back Period: [5/[●]] [London Banking Days]/[T2 Settlement Days]/[U.S. Government Securities Business Days]/[Not Applicable]
Observation Shift Period: [5/[●] [London Banking Days]/[U.S. Government Securities Business Days]/[Not Applicable]
Relevant Decimal Place: [●]/[As per the Conditions]/[Not Applicable]
Relevant Number: [●]/[As per the Conditions]/[Not Applicable]
Numerator: [●]/[As per the Conditions]/[Not Applicable]
Relevant Time: [[●] in the Relevant Financial Centre]/[Not Applicable]
Relevant Financial Centre: [London]/[Brussels]/[New York City]/[●]/[Not Applicable]
Determination Time: [[●] [a.m.]/[p.m.] ([●] time)]/[Not Applicable]

(ix) ISDA Determination: [Applicable]/[Not Applicable] (If not applicable, delete the remaining items of this subparagraph)

ISDA Definitions: [2006 ISDA Definitions]/[2021 ISDA Definitions]
Floating Rate Option: [[●]/EUR-EURIBOR-Reuters (if 2006 ISDA Definitions apply)/EUR-EURIBOR (if 2021 ISDA Definitions apply)/EUR-EuroSTR/EUR-EuroSTR Compounded Index/GBP-SONIA/GBP-SONIA]

119

120

Compounded Index/USD-SOFR/USD-SOFR
Compounded Index]

Designated Maturity:
[●]/[Not Applicable]
(A Designated Maturity period is not relevant where the relevant Floating Rate Option is a risk-free rate)
Reset Date:
[●]
Compounding:
[Applicable/Not Applicable]
(If not applicable, delete the remaining items of this subparagraph)

[– Compounding Method:
[Compounding with Lookback
Lookback: [●] Applicable Business Days]
[Compounding with Observation Period Shift
Observation Period Shift: [●] Observation
Period Shift Business Days
Observation Period Shift Additional Business
Days: [●]/[Not Applicable]]
[Compounding with Lockout
Lockout: [●] Lockout Period Business Days
Lockout Period Business Days: [●]/[Applicable Business Days]]

Index Provisions:
[Applicable/Not Applicable]
(If not applicable, delete the remaining items of this subparagraph)

[– Index Method:
Compounded Index Method with
Observation Period Shift
Observation Period Shift: [●] Observation
Period Shift Business Days
Observation Period Shift Additional Business
Days: [●]/[Not Applicable]]

(x) Linear Interpolation:
[Not Applicable]/[Applicable – the Rate of Interest for the [long]/[short] [first]/[last] Interest Period shall be calculated using Linear Interpolation]]

(xi) Margin(s):
[+/-][●] per cent. per annum

(xii) Minimum Rate of Interest
[●] per cent. per annum/[Not Applicable]/[See Condition 6(j) (Maximum or Minimum Rate of Interest)]

(xiii) Maximum Rate of Interest:
[●] per cent. per annum/[Not Applicable]

(xiv) Day Count Fraction: [30/360]
[Actual/Actual (ICMA)]
[Actual/Actual (ISDA)]
[Actual/365 (Fixed)]
[Actual/360]
[30E/360]
[Eurobond Basis]
[30E/360(ISDA)]

Zero Coupon Note Provisions
[Applicable]/[Not Applicable]
(i) Accrual Yield: [●] per cent. per annum
(ii) Reference Price: [●]
(iii) Day Count Fraction in relation to early Redemption Amounts: [30/360]
[Actual/Actual (ICMA)]
[Actual/Actual (ISDA)]
[Actual/365 (Fixed)]
[Actual/360]
[30E/360]
[Eurobond Basis]
[30E/360(ISDA)]

PROVISIONS RELATING TO REDEMPTION, SUBSTITUTION AND VARIATION

Call Option
[Applicable]/[Not Applicable]
(i) Optional Redemption Date(s) (Call): [●]/[Any [date/Business Day] from (and including) [●] to ([and including / but excluding]) [●]]
(ii) Optional Redemption Amount (Call): [[●] per Calculation Amount]/[Non-Sterling Make-Whole Amount]/[Sterling Make-Whole Amount] [in the case of the Optional Redemption Date(s) falling [on [●]/[in the period from (and including) [●] to (but excluding) [●]] [and [[●] per Calculation Amount] [in the case of the Optional Redemption Date(s) falling [on [●]/[in the period from (and including) [●] to (but excluding) the Maturity Date]]
(a) [Make-Whole Reference Bond: [●]]
(b) [Quotation Time: [●]]
(c) [Redemption Margin: [●] per cent.]
(d) [Determination Date: [●]]
(e) [[Make-Whole Reference Date] / [Spons Call Reference Date] Maturity Date / [●]]
(iii) Series redeemable in part: [Yes: [●] per cent. of the Aggregate Principal Amount of the Notes may be redeemed on [each]/[the] Optional Redemption Date (Call)]/[No – Series redeemable in whole only and not in part]
(iv) If redeemable in part:

121

(a) Minimum Redemption Amount: [[●] per Calculation Amount]/[Not Applicable]
(b) Maximum Redemption Amount: [[●] per Calculation Amount]/[Not Applicable]
(c) Notice period: Minimum period: [[●] days]/[as per the Conditions]

Maximum period: [[●] days]/[as per the Conditions]

Clean-up Call Option [Applicable]/[Not Applicable]

(i) Clean-up Call Minimum Percentage: [75 per cent./specify]
(ii) Clean-up Call Option Amount: [●] per Calculation Amount
(iii) Clean-up Call Effective Date: [●]/[Issue Date]

Senior Notes

(i) Senior Notes: Loss Absorption [Applicable]/[Not Applicable] Disqualification Event Redemption:
(ii) Loss Absorption Disqualification [Full Exclusion]/[Full or Partial Event: Exclusion]/[Not Applicable]
(iii) Optional Redemption Amount (Loss Absorption Disqualification Event): [●] per Calculation Amount
(iv) Senior Notes: Substitution and Variation: [Applicable]/[Not Applicable]

Tier 2 Capital Notes

(i) Optional Redemption Amount [●] per Calculation Amount (Capital Disqualification Event):
(ii) Tier 2 Capital Notes: Substitution [Applicable]/[Not Applicable] and Variation:

Early Redemption Amount (Tax): [●] per Calculation Amount
Final Redemption Amount: Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at [●] per Calculation Amount
Redemption Amount for Zero Coupon Notes: [●]/[As per Condition 10(h)]

GENERAL PROVISIONS APPLICABLE TO THE NOTES

Form of Notes: Bearer Notes: [Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes in the limited circumstances described in the Permanent Global Note]

122

[Permanent Global Note exchangeable for Definitive Notes in the limited circumstances described in the Permanent Global Note]

Registered Notes:

[Global Certificate exchangeable for Individual Certificates in the limited circumstances described in the Global Certificate]

[Global Certificate [(£[●]/U.S.$[●]/€[●] principal amount)] registered initially in the name of a nominee for [a common depositary for Euroclear and Clearstream, Luxembourg]/[a common safekeeper for Euroclear and Clearstream, Luxembourg (that is, initially held under the New Safekeeping Structure (NSS))]/[Individual Certificates]

New Global Note: [Yes]/[No]/[Not Applicable]
Additional Financial Centre(s) or other special provisions relating to payment dates: [Not Applicable]/[●]
Talons for future Coupons to be attached to Definitive Notes: [Yes - as the Notes have more than 27 coupon payments, Talons may be required if, on exchange into definitive form, more than 27 coupon payments are still to be made]/[No]

THIRD PARTY INFORMATION

[[Relevant third party information] has been extracted from [specify source]. The Issuer confirms that such information has been accurately reproduced and that, so far as it is aware and is able to ascertain from information published by [specify source], no facts have been omitted which would render the reproduced information inaccurate or misleading.]

SIGNED on behalf of ALDERMORE GROUP PLC

By: ...
Duly authorised

123

[PART B – OTHER INFORMATION]

LISTING

(i) Listing and admission to trading: [[●]/Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the main market of the London Stock Exchange with effect from [●]/[on or around the Issue Date].[Not Applicable]

(ii) Estimate of total expenses related to admission to trading: [●]

RATINGS

Ratings: [The Notes to be issued have not been rated.]/[The Notes to be issued have been rated: [Rating Agency]: [●]]

(Include a brief explanation of the meaning of the ratings if this has previously been published by the rating provider.)

(Include details of whether rating is given by a credit rating agency established in the UK and registered under the UK CRA Regulation or whether it is endorsed by a credit rating agency established and registered in the UK or certified under the UK CRA Regulation.)

(Include details of whether rating is given by a credit rating agency established in the EEA and registered under the EU CRA Regulation or whether it is endorsed by a credit rating agency established and registered in the EEA or certified under the EU CRA Regulation.)

[INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER]

[Save for any fees payable to the [Managers]/[Dealers], so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer. The [Managers/Dealers] and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and its affiliates in the ordinary course of business.]

REASONS FOR THE OFFER AND ESTIMATED NET PROCEEDS

(i) Reasons for the offer: [see “Use of Proceeds” in the Base Prospectus/Give details]

(ii) Estimated net proceeds: [●]

[Fixed Rate Notes only – YIELD

Indication of yield: [●] (on [an annual]/[a semi-annual] basis]

124

[The indicative yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.] / [The indicative yield is calculated at the Issue Date on the basis of an assumed Issue Price of 100 per cent. It is not an indication of an individual investor's actual or future yield.]

6. OPERATIONAL INFORMATION

[No. Whilst the designation is specified as “no” at the date of these Final Terms, should the Eurosystem eligibility criteria be amended in the future such that the Notes are capable of meeting them the Notes may then be deposited with one of the ICSDs as common safekeeper [, and registered in the name of a nominee of one of the ICSDs acting as common safekeeper]. Note that this does not necessarily mean that the Notes will then be recognised as eligible collateral for Eurosystem monetary policy and intraday credit operations by the Eurosystem at any time during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met.]

7. DISTRIBUTION

(i) U.S. Selling Restrictions: Reg. S Compliance Category 2;[TEFRA C]/[TEFRA D]/[TEFRA not applicable]

(ii) Prohibition of Sales to EEA Retail Investors: [Applicable]/[Not Applicable]

(iii) Prohibition of Sales to UK Retail Investors: [Applicable]/[Not Applicable]

(iv) Method of distribution: [Syndicated]/[Non-syndicated]

(v) If syndicated [Not Applicable]/[●]

Names of Managers: [Not Applicable]/[●]

Stabilisation Manager(s) (if any): [Not Applicable]/[●]

(vi) If non-syndicated, name and address of Dealer: [Not Applicable]/[●]

126

FORM OF PRICING SUPPLEMENT

The Pricing Supplement in respect of each Tranche of Exempt Notes will be in the following form, duly supplemented (if necessary), amended (if necessary) and completed to reflect the particular terms of the relevant Exempt Notes and their issue. Text in this section appearing in italics does not form part of the form of the Pricing Supplement but denotes directions for completing the Pricing Supplement.

No prospectus is required in accordance with Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”) for the issue of the Notes described herein. The Financial Conduct Authority acting under Part VI of the Financial Services and Markets Act 2000 (as amended, the “FSMA”) has neither approved nor or reviewed the information contained in this Pricing Supplement.

[PROHIBITION OF SALES TO UK RETAIL INVESTORS – The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (“UK”). For these purposes, a “retail investor” means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK domestic law; or (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law (“UK MiFIR”). Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of UK domestic law (the “UK PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.]

[MiFID II PRODUCT GOVERNANCE/PROFESSIONAL INVESTORS AND ECPs ONLY TARGET MARKET – Solely for the purposes of [the/each] manufacturer[’s/s’] product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in [Directive 2014/65/EU (as amended “MiFID II”)/MiFID II]; and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a “distributor”) should take into consideration the manufacturer[’s/s’] target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer[’s/s’] target market assessment) and determining appropriate distribution channels.]5

[UK MiFIR PRODUCT GOVERNANCE/PROFESSIONAL INVESTORS AND ECPs ONLY TARGET MARKET – Solely for the purposes of [the/each] manufacturer[’s/s’] product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in [Regulation (EU) No 600/2014 as it forms part of UK domestic law /UK MiFIR]; and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any [person subsequently offering, selling or

To be inserted if a relevant Dealer on a particular issuance of Notes is a MiFID II manufacturer.

recommending the Notes (a “distributor”)/[distributor] should take into consideration the manufacturer[‘s/s’] target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer[‘s/s’] target market assessment) and determining appropriate distribution channels.][6]

[Singapore Securities and Futures Act Product Classification: In connection with Section 309B of the Securities and Futures Act 2001 of Singapore, as modified or amended from time to time (the “SFA”) and the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (the “CMP Regulations 2018”), the Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that the Notes are [prescribed capital markets products] / [capital markets products other than prescribed capital markets products] (as defined in the CMP Regulations 2018) and [are] [Excluded] [Specified] Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).]7

Pricing Supplement dated [●]

ALDERMORE GROUP PLC

(Legal Entity Identifier (LEI): 213800JQLWHE8NQYXX31)

Issue of [Currency][Aggregate Principal Amount of Tranche] [Title of Notes]

under the £2,000,000,000 Euro Medium Term Note Programme of Aldermore Group PLC

PART A – CONTRACTUAL TERMS

[Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Notes (the “Conditions”) set forth in the base prospectus dated [●] (the “Base Prospectus”) [and the supplement[s] to it dated [●]] [and [●]]. This document constitutes the Pricing Supplement of the Notes described herein and must be read in conjunction with the Base Prospectus [as so supplemented].

Full information on the Issuer and the offer of the Notes described herein is only available on the basis of the combination of this Pricing Supplement and the Base Prospectus [as so supplemented]. The Base Prospectus[ and, the supplement[s] to it] [has/have] been published on the website of the Regulatory News Service operated by the London Stock Exchange at [http://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html]].

[Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Notes (the “Conditions”) set forth in the base prospectus dated [●], which are incorporated by reference in the base prospectus dated [●]. This Pricing Supplement contains the final terms of the Notes and must be read in conjunction with the base prospectus dated [●] (the “Base Prospectus”) [and the supplement[s] to it dated [●] [and [●]]], including the Conditions which are incorporated by reference in the Base Prospectus [as so supplemented]. This document constitutes the Pricing Supplement of the Notes described herein and must be read in conjunction with the Base Prospectus [as so supplemented].

Full information on the Issuer and the offer of the Notes described herein is only available on the basis of the combination of this Pricing Supplement and the Base Prospectus [as so supplemented]. [The Base Prospectus[, the supplement[s] to it], and the base prospectus dated [●], including the Conditions [has/have] been published on the website of the Regulatory News Service operated by the London Stock Exchange at [http://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html].]

Issuer:
Aldermore Group PLC

[6] To be inserted if a relevant Dealer on a particular issuance of Notes is a UK MiFIR manufacturer.

[7] Relevant Dealer(s) to consider whether it/they have received the necessary product classification from the Issuer prior to the launch of the offers, pursuant to s.309B of the SFA.

128

129

DESCRIPTION OF THE NOTES

(i) Series Number: [●]
(ii) Tranche Number: [●]
[(iii) [Date on which the Notes become fungible: [Not Applicable]/[The Notes shall be consolidated, form a single series and be interchangeable for trading purposes with the [insert description of the Series] on [●]/[the Issue Date]/[exchange of the Temporary Global Note for interests in the Permanent Global Note, as referred to in paragraph [25] below [which is expected to occur on or about [●]].]
Specified Currency or Currencies: [●]
Aggregate Principal Amount: [●]
(i) Series: [●]
(ii) Tranche: [●]
Issue Price: [●] per cent. of the Aggregate Principal Amount [plus accrued interest from [●]]
(i) Specified Denominations: [●] [and integral multiples of [●] in excess thereof [up to (and including) [●]]. [No Notes in definitive form will be issued with a denomination above [●].]
(ii) Calculation Amount: [●]
(i) Issue Date: [●]
(ii) Interest Commencement Date: [●]/[Issue Date]/[Not Applicable]
Maturity Date: [[●]/The Interest Payment Date falling on or nearest to [●]]
Interest Basis: [[●] per cent. Fixed Rate]
[Reset Notes]
[Floating Rate [[●] Month EURIBOR]
[Compounded Daily SONIA]/[Compounded Daily SOFR]/[Weighted Average SOFR]/[Compounded Daily €STR] +/- [●] per cent.]
[Zero Coupon]
(see paragraph [14]/[15]/[16]/[17] below)
Redemption/Payment Basis: Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at [[●]/[100]] per cent. of their principal amount.

Change of Interest or Redemption/Payment Basis: [●]/[Not Applicable]
Call Options:
[Issuer Call
(see paragraph [18] below)]
[Clean-up Call
(see paragraph [19] below)]
[Loss Absorption Disqualification Event Redemption
(see paragraph [20] below)]
[Capital Disqualification Event Redemption
(see paragraph [21] below)]
[Not Applicable]
(i) Status of the Notes: [Senior Notes] /[Tier 2 Capital Notes]
[(ii) Senior Notes: Gross-up of principal: [Applicable]/[Not Applicable]
(iii) Date Board approval for issuance of Notes obtained: [●]

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

Fixed Rate Note Provisions
[Applicable]/[Not Applicable]/[Applicable from [●] to [●] [if so elected by the Issuer on or before [●]]]
(i) Rate[(s)] of Interest: [●] per cent. per annum [payable [annually]/[semi-annually]/[quarterly]/[●] in arrear on each Interest Payment Date]
(ii) Interest Payment Date(s): [●]/[and [●]] in each year[, up to and including [●]/[the Maturity Date], commencing on [●]
(iii) Fixed Coupon Amount[(s)]: [●] per Calculation Amount[, payable on each Interest Payment Date other than the Interest Payment Date falling on [●]]
(iv) Broken Amount(s): [●] per Calculation Amount, payable on the Interest Payment Date falling on [●]/[Not Applicable]
(v) Day Count Fraction: [30/360]
[Actual/Actual (ICMA)]
[Actual/Actual (ISDA)]
[Actual/365 (Fixed)]
[Actual/360]
[30E/360]
[Eurobond Basis]
[30E/360(ISDA)]
Reset Note Provisions
[Applicable]/[Not Applicable]

130

(i) Initial Rate of Interest: [●] per cent. per annum [payable [annually]/[semi-annually]/[quarterly]/[●] in arrear on each Interest Payment Date]

(ii) Reset Rate: [Mid-Swap Rate]/[Benchmark Gilt Rate]/[Reference Bond]

(iii) First Margin: [+/-][●] per cent. per annum

(iv) Subsequent Margin: [[+/-][●] per cent. per annum]/[Not Applicable]⁸

(v) Interest Payment Date(s): [●] [and [●]] in each year up to (and including) the Maturity Date, commencing on [●]

(vi) Fixed Coupon Amount in respect of the period from (and including) the Interest Commencement Date up to (but excluding) the First Reset Date: [[●] per Calculation Amount][, payable on each Interest Payment Date up to (and including) the [First Reset Date] other than the Interest Payment Date falling on [●]]]/[Not Applicable]

(vii) Broken Amount(s): [[●]] per Calculation Amount payable on the Interest Payment Date falling [in]/[on] [●]]/[Not Applicable]

(viii) First Reset Date: [●]

(ix) Subsequent Reset Date(s): [●] [and [●]]/[Not Applicable]

(x) Benchmark Frequency: [●]

(xi) Relevant Screen Page: [●]

(xii) Mid-Swap Rate: [Single Mid-Swap Rate]/[Mean Mid-Swap Rate]

(xiii) Mid-Swap Maturity: [●]

(xiv) Initial Mid-Swap Rate Final [Applicable]/[Not Applicable] Fallback:

Initial Mid-Swap Rate: [●] per cent.

(xv) Reset Maturity Initial Mid-Swap [Applicable]/[Not Applicable] Rate Final Fallback:

Reset Period Maturity Initial [●] per cent. Mid-Swap Rate:

(xvi) Last Observable Mid-Swap Rate [Applicable]/[Not Applicable] Final Fallback:

(xvii) Subsequent Reset Rate Mid-Swap [Applicable]/[Not Applicable] Rate Final Fallback:

(xviii) Subsequent Reset Rate Last [Applicable]/[Not Applicable] Observable Mid-Swap Rate Final Fallback:

For Notes which are intended to count as MREL, the Subsequent Margin shall be equal to the First Margin.

132

(xix) First Reset Period Benchmark Gilt Fallback: [[●] per cent.]/[Not Applicable]

(xx) Reference Rate: [SONIA]/[EURIBOR]/[€STR]/[SOFR]/[●]

(xxi) Reference Banks: [●]

(xxii) Reference Bond Relevant Time: [●]

(xxiii) First Reset Period Reference Bond Fallback: [[●] per cent.]/[Not Applicable]

(xxiv) Day Count Fraction: [30/360]
[Actual/Actual (ICMA)]
[Actual/Actual (ISDA)]
[Actual/365 (Fixed)]
[Actual/360]
[30E/360]
[Eurobond Basis]
[30E/360(ISDA)]

(xxv) Reset Determination Date(s): [●]/[The provisions of the Conditions apply]

(xxvi) Party responsible for calculating the Rate(s) of Interest and/or Interest Amount(s)): [The Principal Paying Agent]/[●] shall be the Calculation Agent

Floating Rate Note Provisions

[Applicable]/[Not Applicable]/[Applicable from [●] to [●] [if so elected by the Issuer on or before [●]]]

(i) Specified Period(s): [●]

(iii) First Interest Payment Date: [●]

(iv) Business Day Convention: [Following Business Day Convention]
[Modified Following Business Day Convention]
[Modified Business Day Convention]
[Preceding Business Day Convention]
[FRN Convention]
[Floating Rate Convention]
[Eurodollar Convention]
[No Adjustment]
[Not Applicable]

(v) Additional Business Centre(s): [Not Applicable]/[●]

(vi) Manner in which the Rate(s) of Interest is/are to be determined: [Screen Rate Determination]/[ISDA Determination]

(vii) Party responsible for calculating the Rate(s) of Interest and/or Interest Amount(s) (if not the Principal Paying Agent): [[●] shall be the Calculation Agent]

(viii) Screen Rate Determination: [Applicable]/[Not Applicable]
- Reference Rate: [EURIBOR]/[SONIA]/[SOFR]/[Weighted Average SOFR]/[Compounded Daily €STR]
- Reference Bank(s): [●]/[Not Applicable]
- Interest Determination Date(s): [●]
- Relevant Screen Page: [●]/[Not Applicable]
- Index Determination: [Applicable ([SONIA Compounded Index] / [SOFR Compounded Index]) /Not Applicable]
- Observation Method: [Not Applicable/Lag/Observation Shift/Lock-out[, where “Lock-out date” means the date [5/[●]] U.S. Government Securities Business Days prior to the applicable Interest Payment Date]
- Observation Look-Back Period: [5/[●]] [London Banking Days]/[T2 Settlement Days]/[U.S. Government Securities Business Days]/[Not Applicable]
- Observation Shift Period: [5/[●]] [London Banking Days]/[U.S. Government Securities Business Days]/[Not Applicable]
- Relevant Decimal Place: [●]/[As per the Conditions]/[Not Applicable]
- Relevant Number: [●]/[As per the Conditions]/[Not Applicable]
- Numerator: [●]/[As per the Conditions]/[Not Applicable]
- Relevant Time: [[●] in the Relevant Financial Centre]/[Not Applicable]
- Relevant Financial Centre: [London]/[Brussels]/[New York City]/[●]/[Not Applicable]
- Determination Time: [[●] [a.m.]/[p.m.] ([●] time)]/[Not Applicable]

(ix) ISDA Determination: [Applicable]/[Not Applicable]
(If not applicable, delete the remaining items of this subparagraph)
- ISDA Definitions: [2006 ISDA Definitions]/[2021 ISDA Definitions]
- Floating Rate Option: [[●]/EUR-EURIBOR-Reuters (if 2006 ISDA Definitions apply)/EUR-EURIBOR (if 2021 ISDA Definitions apply)/EUR-EuroSTR/EUR-EuroSTR Compounded Index/GBP-SONIA/GBP-SONIA Compounded Index/USD-SOFR/USD-SOFR Compounded Index]
- Designated Maturity: [●]/[Not Applicable]

133

134

(A Designated Maturity period is not relevant where the relevant Floating Rate Option is a risk-free rate)

Reset Date:
[●]
Compounding:
[Applicable/Not Applicable]
(If not applicable, delete the remaining items of this subparagraph)

Index Provisions:
[Applicable/Not Applicable]
(If not applicable, delete the remaining items of this subparagraph)

(x) Linear Interpolation:
[Not Applicable]/[Applicable – the Rate of Interest for the [long]/[short] [first]/[last] Interest Period shall be calculated using Linear Interpolation]]

(xi) Margin(s):
[+/-][●] per cent. per annum

(xii) Minimum Rate of Interest
[●] per cent. per annum/[Not Applicable]/[See Condition 6(j) (Maximum or Minimum Rate of Interest)]

(xiii) Maximum Rate of Interest:
[●] per cent. per annum/[Not Applicable]

(xiv) Day Count Fraction: [30/360]
[Actual/Actual (ICMA)]
[Actual/Actual (ISDA)]
[Actual/365 (Fixed)]
[Actual/360]
[30E/360]
[Eurobond Basis]
[30E/360(ISDA)]

Zero Coupon Note Provisions
[Applicable]/[Not Applicable]
(i) Accrual Yield: [●] per cent. per annum
(ii) Reference Price: [●]
(iii) Day Count Fraction in relation to early Redemption Amounts: [30/360]
[Actual/Actual (ICMA)]
[Actual/Actual (ISDA)]
[Actual/365 (Fixed)]
[Actual/360]
[30E/360]
[Eurobond Basis]
[30E/360(ISDA)]

PROVISIONS RELATING TO REDEMPTION, SUBSTITUTION AND VARIATION

Call Option
[Applicable]/[Not Applicable]
(i) Optional Redemption Date(s) (Call): [●]/[Any [date/Business Day] from (and including) [●] to ([and including / but excluding]) [●]]
(ii) Optional Redemption Amount (Call): [[●] per Calculation Amount]/[Non-Sterling Make-Whole Amount]/[Sterling Make-Whole Amount] [in the case of the Optional Redemption Date(s) falling [on [●]/[in the period from (and including) [●] to (but excluding) [●]] [and [[●] per Calculation Amount] [in the case of the Optional Redemption Date(s) falling [on [●]/[in the period from (and including) [●] to (but excluding) the Maturity Date]]
(a) [Make-Whole Reference Bond: [●]]
(b) [Quotation Time: [●]]
(c) [Redemption Margin: [●] per cent.]
(d) [Determination Date: [●]]
(e) [[Make-Whole Reference Date] / [Spons Call Reference Date] Maturity Date / [●]]
(iii) Series redeemable in part: [Yes: [●] per cent. of the Aggregate Principal Amount of the Notes may be redeemed on [each]/[the] Optional Redemption Date (Call)]/[No – Series redeemable in whole only and not in part]
(iv) If redeemable in part:

135

Maximum period: [[●] days]/[as per the Conditions]

Clean-up Call Option [Applicable]/[Not Applicable]

(i) Clean-up Call Minimum Percentage: [75 per cent./specify]
(ii) Clean-up Call Option Amount: [●] per Calculation Amount
(iii) Clean-up Call Effective Date: [●]/[Issue Date]

Senior Notes

Tier 2 Capital Notes

(i) Optional Redemption Amount [●] per Calculation Amount (Capital Disqualification Event):
(ii) Tier 2 Capital Notes: Substitution [Applicable]/[Not Applicable] and Variation:

Early Redemption Amount (Tax): [●] per Calculation Amount
Final Redemption Amount: Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at [●] per Calculation Amount
Redemption Amount for Zero Coupon Notes: [●]/[As per Condition 10(h)]

GENERAL PROVISIONS APPLICABLE TO THE NOTES

Form of Notes: Bearer Notes: [Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes in the limited circumstances described in the Permanent Global Note]

136

[Permanent Global Note exchangeable for Definitive Notes in the limited circumstances described in the Permanent Global Note]

Registered Notes:

[Global Certificate exchangeable for Individual Certificates in the limited circumstances described in the Global Certificate]

New Global Note: [Yes]/[No]/[Not Applicable]
Additional Financial Centre(s) or other special provisions relating to payment dates: [Not Applicable]/[●]
Talons for future Coupons to be attached to Definitive Notes: [Yes - as the Notes have more than 27 coupon payments, Talons may be required if, on exchange into definitive form, more than 27 coupon payments are still to be made]/[No]

[29. Other terms or special conditions: [Not Applicable]/[give details]/[See Appendix]]

THIRD PARTY INFORMATION

SIGNED on behalf of ALDERMORE GROUP PLC

By:
Duly authorised

[PART B – OTHER INFORMATION]

LISTING

(i) Listing and admission to trading: [●]/[Not Applicable]

(ii) Estimate of total expenses related to admission to trading: [●]/[Not Applicable]

RATINGS

Ratings:

[The Notes to be issued have not been rated.]/
[The Notes to be issued have been rated:

(Include a brief explanation of the meaning of the ratings if this has previously been published by the rating provider.)

[INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER]

REASONS FOR THE OFFER

Reasons for the offer: [see “Use of Proceeds” in the Base Prospectus/Give details]

[Fixed Rate Notes only – YIELD

Indication of yield: [●] (on [an annual]/[a semi-annual] basis]

[The indicative yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.]/[The indicative yield is calculated at the Issue Date on the basis of an assumed Issue Price of 100 per

138

cent. It is not an indication of an individual investor's actual or future yield.]

6. OPERATIONAL INFORMATION

(i) ISIN: [●]
(ii) Common Code: [●]
(iii) Any clearing system(s) other than Euroclear or Clearstream Luxembourg and the relevant identification number(s): [Not Applicable]/[●]
(iv) Delivery: Delivery [against]/[free of] payment
(v) Names and addresses of additional Paying Agent(s) (if any): [●]
(vi) Intended to be held in a manner which would allow Eurosystem eligibility:
[Yes. Note that the designation “yes” simply means that the Notes are intended upon issue to be deposited with one of the ICSDs as common safekeeper[, and registered in the name of a nominee of one of the ICSDs acting as common safekeeper,] [include this text for Registered Notes which are to be held under the NSS][and does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intraday credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met.]
[No. Whilst the designation is specified as “no” at the date of this Pricing Supplement, should the Eurosystem eligibility criteria be amended in the future such that the Notes are capable of meeting them the Notes may then be deposited with one of the ICSDs as common safekeeper [, and registered in the name of a nominee of one of the ICSDs acting as common safekeeper]. Note that this does not necessarily mean that the Notes will then be recognised as eligible collateral for Eurosystem monetary policy and intraday credit operations by the Eurosystem at any time during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met.]

7. DISTRIBUTION

(i) U.S. Selling Restrictions: Reg. S Compliance Category 2;[TEFRA C]/[TEFRA D]/[TEFRA not applicable]
(ii) Prohibition of Sales to EEA Retail Investors: [Applicable]/[Not Applicable]

139

140

(iii) Prohibition of Sales to UK Retail Investors: [Applicable]/[Not Applicable]
(iv) Method of distribution: [Syndicated]/[Non-syndicated]
(v) If syndicated [Not Applicable]/[●]
Names of Managers: [Not Applicable]/[●]
Stabilisation Manager(s) (if any): [Not Applicable]/[●]
(vi) If non-syndicated, name and address of Dealer: [Not Applicable]/[●]
[Consider deleting Part B if not listed/in global form]

[Appendix to the Pricing Supplement]

142

DESCRIPTION OF THE ISSUER

1. Overview

The Issuer is an approved bank holding company regulated by the PRA. The principal activity of the Issuer is to act as the holding company for the Group, including its two subsidiary operating companies: the Bank, a banking institution, and MNFL, a motor finance lender in the UK. The Bank is authorised by the PRA and regulated by the PRA and the FCA, with financial services register number 204503. MNFL is authorised and regulated by the FCA.

The registered office of the Issuer is 4th Floor Block D, Apex Plaza, Forbury Road, Reading, Berkshire, RG1 1AX, United Kingdom. The Issuer's relationship with its parent company is described in the section "Ownership and Group Structure" below. As a multi-specialist lending and savings provider, the Group operates across four markets, where it utilises its proven expertise to 'back more people to go for it, in life and in business' (see the section entitled "Business Segments" below):

Property Finance – offering mortgages to landlords and homebuyers, working with intermediaries.
Motor Finance – providing used vehicle finance to customers, working with intermediary partners, including brokers and dealers.
Business Finance – offering distinctive, specialist lending across Asset Finance, Invoice Finance and Commercial Real Estate, working directly with customers and also via intermediary partners, including brokers.
Savings – offering rewarding savings solutions to Personal, SME and Corporate customers.

Control and governance are exercised both within the business and across functions with oversight by second and third line of defence. The second line of defence consists of risk management and compliance functions and the third line of defence refers to internal audit, which together ensure a robust oversight structure. The Group's strategy is to meet the credit needs of individuals and entities which are underserved by mainstream providers. The Issuer believes that these potential customer pools in the UK market are large and growing. Such customers also represent a distinct risk profile that is not catered for by the large incumbent players, as it requires a bespoke approach to structuring and underwriting. With no branch network, the Group serves customers and intermediary partners online and telephonically, with motor finance offered through a network of dealerships across the UK.

1.1 History

The Issuer

The Issuer was originally incorporated as a private company under the name AC Acquisitions Limited on 3 December 2008 and is registered under the Companies Act 1985 in England and Wales with registered number 06764335. On 30 September 2014, the company name was changed from AC Acquisitions Limited to Aldermore Group PLC and it was also re-registered from a private company to a public company.

The Issuer was successfully listed on the London Stock Exchange in March 2015 and was admitted into the FTSE 250 three months post the listing, in June 2015. In March 2018, the Issuer was acquired by FirstRand International Limited ("FRI"), a wholly owned subsidiary of FirstRand, and delisted from the London Stock Exchange.

FirstRand Limited is listed on the Johannesburg Stock Exchange and Namibia Stock Exchange and is the largest financial institution in Africa by market capitalisation. Through its portfolio of separately branded financial services businesses comprising FNB, RMB, WesBank, Ashburton Investments and Aldermore Group, FirstRand provides a universal set of transactional, lending, insurance and investment products and services to retail, commercial, corporate, institutional and public sector customers. FirstRand operates in South Africa, certain markets in sub-Saharan Africa and the UK.

143

The Bank

The Bank was founded in May 2009, following the acquisition of Ruffler Bank Plc and Base Commercial Mortgages Limited by funds managed and advised by the private equity firm AnaCap Financial Partners LLP. The Bank was established as a multi-product specialist lender, with a focus on providing straightforward lending and saving products to small and medium-sized enterprises ("SMEs"), homeowners, landlords and individuals. Following the global financial crisis, the Bank sought to address the needs of people who were being overlooked and underserved by the mainstream providers.

MNFL

The MotoNovo Finance business was founded in 1977 as Carlyle Finance in Cardiff, South Wales, by Sir Julian Hodge with a vision to become one of the largest finance providers in the used car segment of the independent motor finance sector in the UK. In 2006, it was acquired by WesBank (a division of FRB, a wholly owned subsidiary of FirstRand), South Africa's leading vehicle and asset finance provider and, in 2012, the business was rebranded MotoNovo Finance. MNFL was newly incorporated in England and Wales on 6 September 2018 as a wholly owned subsidiary of the Issuer. MNFL acquired the MotoNovo Finance business from FRBLB (save for certain excluded assets such as the existing MotoNovo Finance 'backbook') on 5 May 2019.

Since then, MNFL has operated the Group's motor finance business, which is now a material part of the Group. Any motor finance business which was originated prior to May 2019, together with any liabilities relating thereto, remains part of FRBLB's balance sheet.

Selected key milestones in the history of the Issuer, the Bank and MNFL are as follows:

May 2009
The Bank was founded with backing from funds advised and managed by AnaCap Financial Partners LLP through the acquisition of Ruffler Bank plc and Base Commercial Mortgages Limited.

September 2011
The Issuer raised £62 million in common equity from a consortium of leading global investors.

May 2013
First year of profitability (£0.3 million profit before tax for the year ended 31 December 2012) in the Bank's third full year of operations.

December 2013
The Issuer raised £40 million in common equity from partners of and funds managed by Toscafund Asset Management LLP and Lansdowne Global Financials Master Fund Limited to fuel its retail and SME lending growth.

April 2014
Establishment of the Oak RMBS platform and the first public RMBS Oak No.1 PLC issued to the market backed by prime owner-occupied mortgages.

March 2015
Successful listing of the Issuer on the London Stock Exchange.

June 2015
The Issuer was admitted into the FTSE 250 three months post listing.

March 2018
The Issuer was acquired by the FirstRand Group and delisted from the London Stock Exchange.

May 2019
MNFL is consolidated as part of the Group as a subsidiary of the Issuer. The Bank and MNFL become sister companies.

October 2020
First Auto ABS securitisation under the Turbo Finance securitisation platform, Turbo Finance 9 plc, issued post-acquisition of MNFL.

May 2021
Appointment of Steven Cooper CBE as the new Chief Executive Officer ("CEO") with an evolution of the strategy for the Group.

February 2022

New Group strategy launched.

May 2023

Return to the securitisation market post-COVID with the issuance of Oak No.4 PLC

January 2025

The Issuer obtained a public issuer credit rating from Moody's.

1.2 Consolidated Financial Information and Regulatory Metrics

The following tables set out certain financial information in respect of the Group's financial performance for the 12 months ended 30 June 2024 ("FY2024"), 12 months ended 30 June 2023 ("FY2023") and 12 months ended 30 June 2022 ("FY2022").

Group Financial Performance (£ m)	FY2024	FY2023	FY2022
Income Statement
Net interest income	604.3	621.0	529.9
Net operating (expense)/income⁹	(18.5)	43.2	33.2
Total operating income	585.8	664.2	563.1
Administrative expenses	(351.0)	(328.9)	(302.0)
Share of profit of associate	-	0.5	1.0
Impairment releases/(losses)	18.3	(113.3)	(57.4)
Profit before tax	253.1	222.5	204.7
Profit after tax	185.7	171.2	158.2
Key Performance Indicators
Net interest margin (%)	4.00%	4.07%	3.79%
Cost/income ratio (%)	59.9%	49.5%	53.6%
Cost of risk (bps)	(12)bps	73bps	40bps
Return on equity (%)	11.8%	12.0%	12.4%
Group Balance Sheet (£ m)	30 June 2024	30 June 2023	30 June 2022
Customer lending balances	15,336.9	15,167.3	14,731.3
Customer deposit balances	16,306.7	15,033.3	14,105.4
Group Capital and Liquidity (%)	30 June 2024	30 June 2023	30 June 2022
CET1 ratio¹	15.9%	14.8%	14.0%
Total capital ratio¹	18.4%	17.4%	16.7%
Liquidity coverage ratio¹⁰	241%	265%	225%¹¹
Net stable funding ratio	137.8%	125.5%	130.7%
Net Loans to Customers by Division (£m)	30 June 2024	30 June 2023	30 June 2022
Property Finance	7,772.4	7,490.4	7,271.0
Motor Finance	3,920.6	4,168.4	3,954.0
Business Finance¹²	3,643.9	3,508.5	3,506.3

⁹ This comprises of net fee and commission income/expense, net losses and gains from derivatives and other financial instruments at fair value through profit or loss, net gains on disposal of financial assets at fair value through other comprehensive income, net gains on financial assets at amortised cost and any other operating income.

¹⁰ The Liquidity Coverage Ratio is presented on a point in time basis.

¹¹ The basis of preparation for the liquidity coverage ratio was amended in FY2023. The number for FY2022 is presented on a like-for-like basis to FY2023.

¹² With effect from 1st March 2025, “Structured and Specialist Finance” has been renamed to “Business Finance”.

The following tables set out the Group's capital position as at 30 June 2024, 30 June 2023 and 30 June 2022.

	30 June 2024	30 June 2023	30 June 2022
Capital Resources (£ m)
Share Capital	243.9	243.9	243.9
Share Premium Account	74.4	74.4	74.4
Capital Redemption Reserve	0.2	0.2	0.2
FVOCI Reserve	(0.7)	3.3	6.9
Retained Earnings	1,285.6	1,108.6	946.0
IFRS9 Transitional Adjustment1	34.6	86.7	79.5
Less: Intangible Assets and Prudential Adjustments	(10.9)	(10.5)	(8.9)
Total Common Equity Tier 1 Capital (“CET1”)	1,627.1	1,506.6	1,342.0
Additional Tier 1	161.0	108.0	108.0
Total Tier 1 Capital	1,788.1	1,614.6	1,450.0
Tier 2 Capital Subordinated Notes	100.0	152.0	152.0
Total Capital Resources	1,888.1	1,766.6	1,602.0
Risk Weighted Assets – Pillar 11 (£ m)	10,246.3	10,167.0	9,580.8
Capital Ratios – Regulatory Basis
Common Equity Tier 1 Ratio	15.9%	14.8%	14.0%
Tier 1 Capital Ratio	17.5%	15.9%	15.1%
Total Capital Ratio	18.4%	17.4%	16.7%
Leverage Ratio	9.7%	8.9%	8.0%
Own Funds Requirements2
Common Equity Tier 1 (including CBR (as defined below))	9.9%	8.9%	7.9%
Additional Tier 1 (“AT1”)	1.8%	1.8%	1.8%
Tier 2	2.4%	2.4%	2.4%
Total Capital Requirement	14.1%	13.1%	12.1%
Combined Buffer Requirement (“CBR”)
Capital Conservation Buffer	2.5%	2.5%	2.5%
Countercyclical Capital Buffer	2.0%	1.0%	0.0%
Combined Buffer	4.5%	3.5%	2.5%

The Group has adopted the regulatory transitional arrangements for IFRS 9 as set out in Article 473a of the UK CRR. These arrangements allow certain impacts of IFRS 9 to be phased in over a 5-year period, including revisions made in June 2020 under the CRR 'Quick Fix' relief package. The Group's capital and ratios presented above are under these arrangements.
Based on the outcome of the Group and Bank Supervisory Review and Evaluation Process. The Group's Pillar 2A Capital Requirement as at 30 June 2024 equated to $1.56\%$ of risk weighted assets (30 June 2023: $1.56\%$ )

As at the date of this Base Prospectus, the Group's preferred resolution strategy set by the Bank of England's Resolution Directorate is modified insolvency. The Issuer's MREL requirement is therefore equal to the Group's capital requirements (Pillar 1 plus Pillar 2A).

1.3 Ownership and Group Structure

The Issuer is owned by FRI which is a subsidiary of FirstRand. As at the date of this Base Prospectus, the Issuer Group (as defined in the Conditions) comprises the Issuer, the Bank and MNFL.

The following chart represents the structure of the Group and its direct and ultimate holding companies:

The Issuer operates as a fully capitalised standalone subsidiary of FRI with an independent Board of Directors (the "Board") and other governance structures that sit beneath it, therefore having an independent decision-making process. As the Issuer's sole shareholder, FRI holds the Board accountable for the effective governance of the business. The Board is committed to maintaining a sound corporate governance framework to achieve long-term sustainable success. The boards of the Issuer and the Bank comprise the same persons, and meetings of each of those boards are held concurrently. The board of MNFL comprises the CEO, Chief Financial Officer ("CFO") of the Issuer, the managing director of MNFL and independent non-executive directors.

The Group has separate IT systems to FirstRand, and it trades under the Aldermore brand (consistent with FirstRand's multi-branding approach).

The Group is subject to consolidated capital and liquidity requirements (including the Group, the Bank, and MNFL) as prescribed by the PRA. Capital cannot move freely between the Group and FirstRand without PRA approval. The current AT1 and Tier 2 capital resources of the Group have been provided by FRB.

1.4 Funding and Capitalisation

As a PRA-regulated group, the Group has its own consolidated regulatory liquidity and capital requirements separate from FirstRand, and must demonstrate that it has sufficient resources to withstand capital and liquidity stress testing.

Issuance of AT1 and Tier 2 capital is only from the Issuer, which is the resolution entity for the purposes of the UK resolution group comprising the Issuer and its subsidiaries. To date, capital instruments have been issued to FRB. Whilst the Issuer continues to expect to issue certain capital instruments to its sister company, FRB, the capability to externalise issuance is being developed as part of the Issuer's overall maturity and diversification.

The Issuer is prudentially regulated by the PRA and subject to consolidated group capital requirements including the Bank and MNFL. The Bank is also subject to solo capital requirements. The Group has a core UK group waiver, which includes the Issuer, the Bank and MNFL. The default position under the CRR is that the Bank would need to hold capital against exposures that arise as a result of providing funding to its sister company, MNFL. In addition, those exposures would be subject to absolute caps under the large exposures regime. However, the core UK group waiver allows entities within the core UK group to risk weight such large exposures at zero per cent. and to fully exempt such exposures from the large exposures regime.

The Group primarily generates its funding through UK personal, business and corporate deposits through the Bank, and debt programmes, issuance and facilities in the wholesale funding markets. The Group accesses wholesale funding markets through the Issuer for subordinated debt, through the Bank for securitisations (RMBS), and through MNFL for securitisations (ABS) and private warehouse facilities. The Bank also has an arms' length liquidity facility arrangement with FRB.

2. Strategy

2.1 Purpose

The Group's purpose is to "enrich lives, by backing more people to go for it, in life and business". The Group aims to support customers to take the action needed to move forward in life, by meeting needs that large clearing banks do not. Execution on purpose is driven mainly by three strategic drivers.

2.2 Strategic Drivers

The Issuer's long-term ambitions are focused on three core strategic drivers. Across each, it maintains a consistent and rigorous approach to risk management and governance, ensuring it continues to safely grow and achieve its ambitions.

Stay ahead propositions: The Group builds products and services that help underserved and undervalued customers access property finance, motor finance, business finance and savings.

Relationships that last: The Group builds loyalty with customers, colleagues and partners, by anticipating and responding to their changing needs and circumstances.

Progressive platform: The Group creates systems, processes and capabilities that are easy and efficient, enabling it to execute on strategy.

2.3 Key Credit Strengths

The Group considers its key credit strengths to include:

Present in markets with attractive fundamentals requiring specialised lending expertise: The Group focuses on key areas of strengths in the property finance, motor finance and business finance units.
Independent but benefitting from FirstRand ownership: The Group remains independent, specialising in its core UK market but also benefits from FirstRand's ownership through a stable, strongly capitalised and highly liquid parent, access to robust financial resource management disciplines and close collaboration on projects and initiatives.
Track record of profitable growth: Proven track record of profitable growth across the Group's chosen markets with a strong capital and liquidity position.
Successful deposit-led funding strategy with continued focus on diversification: Strong and scalable deposits platform complemented by wholesale funding and access to Bank of England facilities through the Sterling Monetary Framework.
Conservative capital and liquidity management: Efficient capital and liquidity management with sufficient buffers in place to support the Bank.

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3. Business Segments

3.1 Property Finance

The Bank offers Owner-Occupied and Buy-to-Let (“BTL”) mortgages to the UK market. The Bank advances funds to borrowers on the security of first-charge mortgages on freehold and leasehold property located in England, Wales and Scotland. The Bank is also exploring entering the second-charge mortgage market. The Bank predominantly uses a distribution network of registered brokers to offer products to borrowers with a robust governance framework to monitor quality of applications sourced through individual brokers. The Bank also employs a sales team that manages the relationship with mortgage intermediaries. Property Finance primarily serves customers that are under-served by the mainstream banks establishing the Bank as a specialist lender with a specific focus on customers that are:

First-time buyers including those with small deposits and/or limited record of borrowing;
Self-employed customers or those with complex income streams;
Customers who have minor adverse credit history due to discrete life events who have demonstrated their ability to “credit repair”; and
A range of BTL landlords including individual investors, consumer BTL landlords, limited company borrowers and those with large property portfolios.

All underwriting is carried out in-house with a team of underwriters with stepped mandate levels to ensure quality and consistency of underwriting. Manual underwriting is underpinned by a rules-based Decision in Principle system, a single back-office that simplifies customer journeys, a clear lending policy maintained by the second-line risk function, and independent quality control checks on underwriting. These checks, which assess adherence with lending policy and quality of underwriting, are used for credit risk management and underwriter performance management and mandates. The Bank also manages the servicing administration of the mortgage loans post-origination through an in-house post origination operations team. This team manages recurring activities (e.g. payments and mortgage statements), standard mortgage requests (e.g. checking balances, changing personal details) and, where they have the appropriate mandate, more complex requests such as variations to mortgage term or repayment type. In addition, there is a dedicated in-house financial assistance collections and recoveries team, which performs end-to-end management of arrears cases, including supporting customers, determining and monitoring forbearance strategies, and pursuing recovery activity including litigation and repossession.

3.2 Motor Finance

Since the consolidation of MNFL within the Group, the focus of the motor finance business has remained on strengthening its core motor finance offering to improve returns. The business focuses predominantly on the used car market where it provides the following offerings (with circa. 450,000 customers as at 30 June 2024):

Hire Purchase (“HP”): The HP product lets borrowers spread the cost of the vehicle, plus any interest, by paying fixed monthly repayments over 12 to 60 months. Borrowers then make a final payment (known as the ‘option to purchase fee’) to purchase the vehicle at the end of the HP term.
Personal Contract Purchase (“PCP”): The PCP product lets borrowers spread the cost of the vehicle by paying fixed monthly payments over 36 to 48 months. The monthly repayments are lower than on a HP agreement. At the end of the financing agreement, the borrower can either pay a final ‘balloon payment’ to buy the vehicle, return the vehicle or replace the vehicle with a new one.
MotoNovo Commercial: The HP Balloon product is a type of HP agreement for businesses which lets the borrower spread the cost of the vehicle over 36 to 48 months to suit their budget. The final balloon payment at the end makes the monthly repayments lower compared to a regular HP agreement. At the end of the finance agreement, the borrower pays the final balloon payment and can choose either to retain the vehicle, or use the vehicle as a part exchange.

MNFL’s Fleet Funding is a short tenure product to help dealers by providing finance against their stocked vehicle floor plans, where the lending is secured against the vehicle asset.

The business uses credit scoring to underwrite loans to customers and clients. It sources and originates loans through dealers and brokers across the UK. The business also employs field account managers to maintain and develop relationships with dealers. Dealer performance is monitored and managed to ensure they operate within the Group’s appetite for quality, returns and efficiency. All underwriting is carried out in-house by a team of underwriters with varying levels of mandates depending on experience which is complemented by the use of credit scorecards. The business has an in-house customer services team to support customers through the life of their agreement. There is a dedicated collections team to manage any collections and recoveries activities with specified strategies to resolve any arrears positions.

3.3 Business Finance

The Bank is a well-established challenger in business finance, targeting small corporate and SME businesses with secured lending solutions. Business Finance bridges the gap between large banks and emerging FinTechs by offering flexible funding options.

The Group’s Business Finance division covers a range of products:

Asset Finance: Supporting SMEs with the finance needed to acquire assets essential for growth, with a focus on wholesale lending, specialist car and transportation, equipment financing, and energy/infrastructure projects.
Commercial Real Estate (CRE): Offering bespoke underwriting and development-to-term solutions for student accommodation, commercial residential properties, healthcare, logistics, warehousing, and selective office spaces.
Invoice Finance: Providing working capital solutions, including asset-based lending, invoice discounting, factoring, receivables finance, bad debt protection, and football finance.

Business Finance is relationship-management led, working closely with clients to support their business ambitions. Funding is provided through a direct-to-customer sales team with deep sector expertise, as well as a strong network of intermediaries via an introducer panel. Each intermediary undergoes regular reviews, ensuring compliance with authorisation and conduct standards.

Transactions are priced using a risk-based model, considering factors like asset type, quality, income viability, and the borrower’s profile. The Bank specialises in manual underwriting for all loans within Business Finance, supplemented by automated portfolio reporting. Client servicing and originations are managed in-house by a dedicated team with extensive sector knowledge.

3.4 Savings

The Savings business line is the primary source of funding for the Group, making up a majority of the overall funding base. The business is made up of three core franchises of Personal Savings, Business Savings and Corporate Deposits which collectively support circa. 275,000 customers as at 30 June 2024:

Personal Savings: The Personal Savings portfolio comprises of more than 242,000 customers. The Bank’s Personal Savings proposition is underpinned by a simple and transparent product offering that offers consistently competitive returns and excellent service (Trustpilot rating of 4.6/5). The Group offers a range of individual savings accounts (ISAs), Term and Notice Deposits, as well as a range of Access and Regular Saver propositions for customers.
Business Savings: The Business Savings portfolio is comprised of over 33,000 small and medium sized businesses. The Group offers both Variable Easy Access and Fixed Term Savings propositions. In 2024, the Group was recognised by MoneyComms as Business Savings Provider of the Year, and by Moneynet as the Best Variable Rate Business Savings Provider in the UK.
Corporate Deposits: Corporate Deposits are mainly made up of deposit aggregators (deposit aggregators provide an intermediary service between the Bank and depositors), financial institutions,

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credit unions, and other corporate institutions such as local authorities or registered charities. The Corporate Business presently only offers fixed term products and notice products.

With the Bank being a deposit-taking banking institution regulated by the PRA and the FCA and authorised by the PRA, the Bank is also a member of the Financial Services Compensation Scheme ("FSCS"), which means all retail and SME customer deposit balances are protected up to the FSCS scheme limit, which is currently £85,000. Over 80 per cent. of the Bank's deposits are covered by the FSCS scheme.

The following table sets out further information on the Group's deposit and funding portfolios as at 30 June 2024, 30 June 2023 and 30 June 2022:

	30 June 2024 £m	30 June 2023 £m	30 June 2022 £m
Retail deposits	11,010.4	10,169.0	9,662.0
SME deposits	3,092.0	2,780.4	2,499.1
Corporate deposits	2,204.3	2,083.9	1,944.3
Customer deposits	16,306.7	15,033.3	14,105.4
Term Funding Scheme for SMEs (TFSME)	1,079.2	1,077.1	1,067.8
Residential Mortgages Backed Securities (RMBS)	370.2	507.1	210.0
Warehouse backed by auto loans	407.3	683.4	682.4
Motor finance loan backed securitisations	-	94.7	277.8
Subordinated liabilities	100.9	152.8	152.8
Intercompany Funding	0.1	0.1	-
Wholesale funding	1,957.7	2,515.2	2,390.8
Total funding	18,264.4	17,548.5	16,496.2

3.5 Treasury

3.5.1 Wholesale funding

The Group is primarily funded through a range of fixed term, notice and easy access personal and SME savings accounts and corporate deposits. The Group supplements its deposit funding base with wholesale funding. The Group has established Residential Mortgage-Backed Securities ("RMBS") and Auto Asset-Backed Securities ("Auto ABS") with its Oak and Turbo platforms, respectively, issuing securitisation deals into the capital markets. The Group also has access to private financing using warehouse funding whilst also maintaining liquidity facilities with FRB for contingent liquidity purposes.

Membership of the Bank of England's Sterling Monetary Framework ("SMF") also provides the Group access to Bank of England facilities, which the Group utilises based on its funding and liquidity requirements.

3.5.2 HQLA

The Group maintains a liquidity position consistent with the risk profile of the business to absorb shocks in a liquidity stress. The Group manages this liquidity buffer in the form of high-quality liquid assets ("HQLA"), which includes cash reserves. The Group has a broad range of risk metrics including concentration, currency, liquidity, term, credit to manage the HQLA portfolio which is regularly tested through repo and outright sale of securities. The Group holds sufficient HQLA to support the business for at least 30 days under a range of severe stress scenarios (including regulatory requirements).

3.6 Environmental, Social and Governance (ESG)

The Group's ESG and sustainability plans are action-focused, underpinning the corporate strategy and purpose while aligning to the reporting requirements of a UK banking group relative to its size. The Issuer annually reports progress against four chosen societal impact areas which include financial wellbeing, financial inclusion, economic transformation and climate change in its 'Report to Society'

which provides case studies of how the Group is delivering on its commercial ambitions while also adding value to society.

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DIRECTORS OF THE ISSUER

The directors of the Issuer as at the date of this Base Prospectus (the “Directors”) and their principal functions within the Group, together with details of other companies and partnerships of which they are currently directors or partners, are set out below. The business address of each of the Directors (in such capacity) is 4th, Floor Block D, Apex Plaza, Forbury Road, Reading, Berkshire, RG1 1AX.

Name	Position	External Directorships
Patrick Noel Butler	Chairman	Ardonagh International Limited
Ardonagh Group Holdings Limited
BFI Trust
Motonovo Finance Limited
Aldermore Bank PLC
Ardonagh Midco 3 Limited
Ardonagh Midco 2 Limited
Ardonagh Finco UK Limited
Res Media Limited
The Resolution Foundation
Steven Martin Cooper	Chief Executive Officer	Aldermore Bank PLC
Aldermore Invoice Finance (Oxford) Limited
Aldermore Invoice Finance Limited
Aldermore Invoice Finance (Holdings) Limited
Cashflows Europe Limited
Experian Limited
MotoNovo Finance Limited
Ralph Douglas Coates	Chief Financial Officer	Aldermore Invoice Finance (Oxford) Limited
Aldermore Invoice Finance Limited
Aldermore Invoice Finance (Holdings) Limited
Aldermore Bank PLC
MotoNovo Finance Limited
Alasdair Bruce Lenman	Non-Executive Director	Aldermore Bank PLC
MotoNovo Finance Limited
Desmond Edward Crowley	Non-Executive Director	Aldermore Bank PLC
AXA Insurance DAC
Citibank Europe PLC, UK Branch
MotoNovo Finance Limited
AXA Ireland Limited
Ardilea Wood Management Ltd
John Charles Fortescue Hitchins	Non-Executive Director	Aldermore Bank PLC
MotoNovo Finance Limited
St. James’s Place Plc
St. James’s Place UK Plc

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Markos George Davias
Non-Executive Director
St. James's Place Wealth Management Plc
Aldermore Bank PLC
FirstRand Bank Limited
FirstRand Limited
FirstRand Investment Holdings (Pty) Ltd
FirstRand EMA Holdings (Pty) Ltd
NAV Platform (Pty) Ltd

Mary Vilakazi
Non-Executive Director
Aldermore Bank PLC
FirstRand Limited
FirstRand Bank Limited
FirstRand Investment Management Holdings Limited
Main Street 1403 (RF) (Pty) Ltd
The Banking Association South Africa
Hillrise Properties (Pty) Ltd
St Mary’s School (non-profit)

Richard Lee Banks
Non-Executive Director
The Seafood Restaurant (Padstow) Limited
Stein's Trading Limited
Seafood Trading Limited
MotoNovo Finance Limited
Aldermore Bank PLC
Computershare Mortgage Services Limited
Homeloan Management Limited
Topaz Finance Limited

Rosemary Carol Murray
Non-Executive Director
Pelier Holdings Limited
MotoNovo Finance Limited
Aldermore Bank PLC
Nomura Bank International Plc
Murray Executive Coaching Ltd
Nomura International Plc
Nomura Europe Holdings Plc
Turner's House Trust
Red Spider Climbing Limited
White Spider Climbing Limited
Banque Nomura France

Ruth Anna Handcock
Non-Executive Director
E-Negotiation Ltd
Amicable Apps Ltd
Octopus Family Limited
Hatch Financial Planning Limited
TW11 Wealth Management Limited
Octopus Legacy Limited
Octopus Group Holdings Ltd
Octopus Estates Holdings Limited
Octopus Capital Limited
Octopus Money Stakes Limited

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Octopus Money Limited
Octopus Accelerator Client Services Limited
Octopus Money Holdings Limited
Seccl Custody Limited
MotoNovo Finance Limited
Aldermore Bank PLC
Digital Custody Nominees Limited
Digital Pension Trustees Limited
Octopus Moneycoach Limited
Seccl Technology Limited
Octopus Platform Holdings Limited
Octopus Investments Limited

The Company Secretary of the Issuer is Melissa Conway. In addition to the above interests, the Directors may, from time to time, hold directorships or other significant interests with companies outside of the Group which could result in conflicts or give rise to a potential conflict with their duties to the Issuer. The Issuer's Articles of Association allow its directors to authorise conflicts of interest and the Board has adopted a policy and effective procedures to manage and, where appropriate, approve conflicts or potential conflicts of interest. Under these procedures, which include the declaration of conflicts at the start of each meeting and an annual review of the Related Party and Conflicts of Interest Register, directors are required to declare all directorships of companies which are not part of the Group, along with other appointments which could result in conflicts or could give risk to a potential conflict.

Save as described above, none of the Directors of the Issuer has any actual or potential conflict between their duties to the Issuer and their private interests or other duties.

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SUPERVISION AND REGULATION

The Issuer has two wholly owned subsidiaries which are regulated entities: the Bank and MNFL. These are the only regulated entities within the Group (see also “Financial Services and Markets Act 2000 (as amended)” below with regard to Aldermore Group PLC). The Bank is a UK bank, which is authorised by the PRA and regulated by the PRA and the FCA (referred to as a PRA-authorised or dual-regulated firm), with firm reference number 204503. MNFL is authorised and regulated by the FCA (referred to as an FCA-authorised or solo-regulated firm), with firm reference number 827851.

1. UK Regulatory Framework

1.1 Key Regulatory Bodies

(a) The Prudential Regulation Authority

The PRA is the UK financial services regulator with responsibility for the micro-prudential regulation of deposit-takers (including banks, building societies and credit unions), insurers, and investment firms that have the potential to present significant risks to the stability of the financial system and that have been designated for supervision by the PRA.

In discharging its functions, the PRA’s primary objectives are (i) a general objective of promoting the safety and soundness of PRA-authorised firms, and (ii) an objective specific to insurance firms for the protection of policyholders.

The PRA is required to advance these objectives primarily by seeking to: (i) ensure that the business of PRA-authorised firms is carried on in a way which avoids any adverse effect on the stability of the UK financial system; and (ii) minimise the adverse effect that the failure of a PRA-authorised firm could be expected to have on the stability of the UK financial system.

(b) The Financial Conduct Authority

The FCA is the UK financial services regulator with responsibility for conduct of business regulation in relation to all authorised firms and the prudential regulation of firms not regulated by the PRA. The FCA also exercises certain market regulatory functions.

When discharging its general functions, as prescribed under FSMA, the FCA must, so far as is reasonably possible, act in a way which is compatible with its strategic objective of ensuring that relevant markets function well, and which advances one or more of its operational objectives of: (i) securing an appropriate degree of protection for consumers (the ‘consumer protection’ objective); (ii) promoting effective competition in the interests of consumers in financial markets (the ‘competition objective’); and (iii) protecting and enhancing the integrity of the UK financial system (the ‘integrity objective’).

(c) Information Commissioner

The Information Commissioner (“IC”) is the UK’s independent regulator for Data Protection and Freedom of Information, with key responsibilities under the Data Protection Act 2018 and Freedom of Information Act 2000. The IC has a number of additional regulatory and legislative duties.

1.2 Financial Services and Markets Act 2000 (as amended)

The central piece of financial services legislation in the UK is FSMA. Crucially, FSMA prohibits any person from carrying on a “regulated activity” by way of business in the UK unless that person is authorised or exempt under FSMA. Regulated activities include deposit-taking, effecting and carrying out contracts of insurance as well as insurance mediation, consumer finance activities (including entering into regulated mortgage contracts as well as unsecured regulated credit agreements) and investment activities (such as dealing in investments as principal or as agent, arranging deals in investments and advising on or managing investments). FSMA also prohibits financial promotions in the UK unless the financial promotion is issued or approved by an authorised firm or is exempt from such requirements.

The following sections set out some of the key elements of FSMA for a UK-authorised bank and a UK-authorised mortgage lender.

(a) Threshold conditions

Authorised firms must at all times meet certain “threshold conditions” specified by FSMA. Dual-regulated firms, such as the Bank, must meet both the PRA and FCA threshold conditions, and solo-regulated firms, such as MNFL, must meet the FCA threshold conditions.

The PRA threshold conditions require, in summary, that: (i) a firm is either a body corporate or partnership; (ii) a firm’s head office and in particular its mind and management must be in the UK if it is incorporated in the UK; (iii) the firm must conduct its business in a prudent manner, which includes having appropriate financial and non-financial resources; (iv) the firm itself is fit and proper, having regard to the PRA’s objectives; and (v) the firm is capable of being effectively supervised by the PRA.

The FCA threshold conditions are, in summary, that: (i) a firm’s head office and in particular its mind and management must be in the UK if it is incorporated in the UK; (ii) the firm is capable of being effectively supervised by the FCA; (iii) the firm maintains appropriate non-financial resources, having regard to the FCA’s operational objectives; (iv) the firm itself is fit and proper, having regard to the FCA’s objectives; and (v) the firm’s strategy for doing business is suitable, having regard to the FCA’s operational objectives.

(b) Control of UK authorised persons

Under FSMA, if a person (whether acting alone or in concert with another) decides to acquire or increase its “control” of a UK authorised person beyond certain thresholds, it must first notify the appropriate regulator (being, for PRA-authorised firms, the PRA, and, otherwise, the FCA). The regulator must then decide whether to approve the acquisition or increase of control within 60 working days after the regulator acknowledges receipt of a complete application (the “Assessment Period”). The regulator is permitted to make requests for information during the Assessment Period. The first such request made, provided it is no later than the 50th working day of the period, will “stop the clock”, from the date of the request until the date the regulator receives the requested information, for up to 30 working days. These timings can have a significant influence on the timing of any corporate M&A transaction involving a target that is a UK authorised person.

A “controller” is any natural or legal person or such persons “acting in concert” who has or have taken a decision to acquire or increase, directly or indirectly, a holding above a certain level in a UK regulated entity. Broadly, “control” over a UK regulated entity will occur if the acquirer (together with other persons acting in concert with it):

holds 10 per cent. or more of the shares or voting rights in that company or in its parent undertaking; or
is able to exercise significant influence over the management of an insurer by virtue of the acquirer’s shares or voting power in the company or its parent undertaking.

Increases in control of a financial services company require the prior approval of the PRA/FCA (as appropriate) where they reach thresholds of 20 per cent., 30 per cent. and 50 per cent. or more of the shares or voting power in the regulated entity or its parent undertaking, or where the acquirer becomes the parent undertaking of the financial services company.

An acquisition or increase of control without PRA or FCA approval (as applicable) is a criminal offence.

(c) FCA/PRA Handbooks and other guidance

The detailed rules and guidance made by the PRA and the FCA under the powers given to them by FSMA are contained in the PRA Rulebook and the FCA Handbook respectively, and are supplemented by additional guidance materials. The PRA Rulebook and the FCA Handbook comprise a number of sourcebooks or Parts containing regulatory obligations which are binding

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on firms, or manuals containing provisions relevant to the regulatory relationship which the regulators have with firms, such as in relation to supervision and enforcement.

1.3 Enforcement

The PRA and the FCA have the power to take a range of enforcement actions, including the ability to sanction firms and individuals carrying out functions within them. The sanctions may include restrictions on undertaking new business, public censure, restitution, fines and, ultimately, revocation or variation of a firm’s permission to carry on regulated activities or of an individual’s approval to perform particular roles within a firm. They can also vary or revoke the permissions of an authorised firm that has not engaged in regulated activities for 12 months, or that fails to meet the relevant threshold conditions.

At present, results of enforcement action are published only at the conclusion of an investigation. In February 2024, the FCA issued (and in November 2024 updated) consultation materials on proposals to increase transparency regarding its enforcement activity and investigations. These proposals look to provide more information about FCA investigations publicly earlier on and throughout an investigation, where this would serve the public interest. The updated consultation closed on 17 February 2025, and a decision is expected to follow in the first quarter of 2025.

It should be noted that in 2024, there was significant FCA focus on discretionary commission arrangements relating to consumer motor finance, which continues to be the case as at the date of this Base Prospectus. See also “Risk Factors – Risks relating to the legal and regulatory environment in which the Group operates – Historic commission arrangements” above.

1.4 Supervision

The PRA and the FCA have wide powers to supervise, and intervene in, the affairs of a financial services company under FSMA.

The nature and extent of the PRA’s supervisory relationship with a firm depends on how much of a risk the PRA considers it could pose to its statutory objectives. The PRA assigns firms to one of four “impact categories”, based on a firm’s potential to affect adversely the stability of the UK financial system by failing, coming under operational or financial stress, or because of the way in which the firm carries out its business. The PRA’s risk assessment framework also takes into account the external context in which the firm operates, the business risks that it faces on its viability and any mitigating factors.

The FCA’s supervisory approach is built around three pillars, which can broadly be described as follows:

Pillar 1: involves “proactive firm supervision” (also referred to as the “firm systematic framework”) which is designed to be a forward-looking assessment of a firm’s conduct risk;
Pillar 2: involves the FCA’s event-driven work where it reacts to what is actually happening at the firm; and
Pillar 3: relates to products and issues, where the FCA carries out thematic reviews and market studies across a particular sector or sectors, which are becoming more common.

2. Prudential Regulation

2.1 The UK Prudential Regime

The prudential regime that applies to UK banks largely derives from EU legislation. It is set out under:

(a) UK CRR;

(b) UK CRD V (i.e. Directive (EU) 2019/878 as implemented in UK domestic law, including as it has subsequently been amended by the laws of England and Wales); and

This framework implements standards set at an international level by the BCBS, including under the Basel III framework. As part of the UK’s implementation of the Basel III standards, portions of the UK

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CRR were revoked, and the relevant requirements transcribed into the PRA Rulebook (and in some cases amended) effective as of 1 January 2022. On 30 November 2022, the Bank of England published a consultation paper, CP16/22 – Implementation of the Basel 3.1 standards including implementation of Basel 3.1 standards and revise certain areas of already implemented Basel II standards in respect to leverage ratios and elements of liquidity and large exposures frameworks, which outlined the Bank of England's proposed approach to implementing the parts of the Basel III standards that remain to be implemented in the UK. This was followed by two policy statements on the implementation of Basel 3.1 – PS17/23: Implementation of the Basel 3.1 standards near-final part 1, in December 2023, and PS9/24: – Implementation of the Basel 3.1 standards near-final part 2, in September 2024. On 17 January 2025 the PRA, in consultation with HM Treasury, announced a decision to delay the UK implementation of Basel 3.1 standards to 1 January 2027, with a transitional period ending on 31 December 2029, to ensure full implementation from 1 January 2030. In September 2024, HM Treasury published a draft version of the statutory instrument that will revoke the provisions of the UK CRR that will be replaced by PRA rules. The PRA also consulted on proposals to restate (and in some cases modify) UK CRR requirements in the PRA Rulebook: CP8/24 – Definition of Capital: restatement of CRR requirements in PRA Rulebook closed on 12 December 2024 and CP 13/24 – Remainder of CRR: Restatement of assimilated law closed on 15 January 2025.

2.2 Capital

A credit institution's ability to absorb losses is determined by the amount of capital it holds. Consequently, a credit institution's total assets and risk-weighted assets ("RWAs") determine the minimum capital that a credit institution is required to hold, with that capital calculated as a percentage of its RWAs. The three types of regulatory capital set out in the UK CRR for credit institutions are:

(a) CET1 capital, including common equity (as well as any share premiums relating to such instruments) and retained earnings;

(b) AT1 capital, including deeply subordinated perpetual instruments issued in accordance with the requirements of the UK CRR; and

(c) Tier 2 capital, comprising dated or perpetual subordinated instruments issued in accordance with the requirements of the UK CRR and certain other risk-weighted exposure amounts.

The principal metrics used to assess capital strength are the CET1 ratio (CET1 capital: total RWAs), Tier 1 capital ratio, total capital ratio, and the leverage ratio.

In CP8/24 – Definition of Capital: restatement of CRR requirements in PRA Rulebook (see “UK Prudential Regime” above), the PRA proposes adjustments to a small number of rules relating to CET1, AT1, and Tier 2 capital, aimed at enhancing the proportionality or transparency of the PRA’s approach.

RWA-based capital requirements

The UK CRR sets out the minimum requirements ("Pillar 1") for institutions' own funds, including:

(a) a CET1 capital ratio of 4.5 per cent.;

(b) a Tier 1 capital ratio of 6 per cent.; and

In addition to the Pillar 1 capital requirements, institutions are also subject to Pillar 2 requirements. This includes Pillar 2A (which is intended to take account of risks which are not adequately covered by Pillar 1 calculations) and the PRA buffer requirements (which are intended to take account of risks including those to which institutions may become exposed over a forward-looking planning horizon). The level of capital required to be maintained by institutions under Pillar 2 are subject to ongoing review by the PRA.

In addition to the Pillar 1 minimum capital requirements and Pillar 2 capital add-ons, UK banks are required to maintain additional capital buffers comprised of CET1 capital. The PRA requires UK banks to maintain the following buffers (referred to together as the combined buffer requirement):

(i) a capital conservation buffer of CET1 capital equal to 2.5 per cent. of their total risk exposure amount; and

(ii) a countercyclical capital buffer (“CCyB”) of CET1 capital equal to their total risk exposure amount multiplied by their institution-specific CCyB rate (which consists of a weighted average of countercyclical buffer rates that apply to exposures in the jurisdictions where that firm’s relevant credit exposures are located, calculated in accordance with a certain set of requirements). The UK’s countercyclical buffer rate, which is set by the Financial Policy Committee, is 2 per cent. at the date of this Base Prospectus. Any reduction in the CCyB may take effect immediately; any increases are generally announced one year in advance. The Group’s CCyB rate as at the date of this Base Prospectus is 2.0 per cent.

Systemic risk buffers may also be applied to banks considered to present material systemic risk. The Group is not presently subject to any such systemic risk buffer.

The UK CRR places a requirement on the ultimate UK parent undertakings of in-scope firms (including the Issuer) to comply with capital and leverage requirements on the basis of their consolidated situation. Further to the combined buffer requirements, which have the potential to restrict the Issuer’s ability to make discretionary distributions, buffer construction remains subject to an inherent degree of uncertainty driven by further regulatory developments to the current prudential framework and to the macro and microeconomic scenario.

Leverage-based capital requirements

Leverage-based capital requirements apply to in-scope entities (and their ultimate UK parent undertakings on the basis of their consolidated situation) where they have retail deposits equal to or greater than £50 billion, or foreign assets equal to or greater than £10 billion. These requirements assess the amount of capital held by a bank against the total value of its unweighted assets. The PRA requires firms subject to leverage-based capital requirements to:

(i) hold sufficient capital to maintain a minimum leverage ratio of 3.25%; and
(ii) use a minimum of 75% CET1 capital to satisfy the minimum leverage ratio requirement.

RWA-based capital requirements are (and are expected to continue to be) the Group’s binding constraint in practice.

2.3 Liquidity

A bank's ability to manage shocks to the financial system is assessed by the extent to which its assets are covered by funding with equal or longer maturity. The principal metrics to assess bank funding and liquidity are the Net Stable Funding Ratio (“NSFR”) and Liquidity Coverage Ratio (“LCR”):

(a) The Net Stable Funding Ratio is a key component of the Basel III reforms referred to above. The ratio seeks to calculate the proportion of long-term assets which are funded by long term, stable funding. The Basel framework states that a bank’s Net Stable Funding Ratio must be at least 100% on an ongoing basis.

(b) The Liquidity Coverage Ratio is designed to ensure that financial institutions have the necessary assets available to withstand short-term liquidity disruptions. Banks are required to hold an amount of highly liquid assets equal to or greater than their net cash outflow over a 30 day period. The Basel framework states that a bank’s LCR must be at least 100% on an ongoing basis.

2.4 Large exposures

The PRA also imposes restrictions on large exposures incurred by banks, and requires capital deductions for funding arrangements (including loans and guarantees) entered into with connected parties where those arrangements are of a capital nature.

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3. Resolution

3.1 Special Resolution Regime and Bail-In

The Banking Act gives substantial powers to HM Treasury, the Bank of England, the PRA and the FCA to resolve failing banks and their groups. Those powers are set out under the SRR and other rules made under the Banking Act.

The SRR consists of five pre-insolvency stabilisation options: (a) private sector transfer of all or part of the business or shares of the relevant entity; (b) transfer of all or part of the business of the relevant entity to a “bridge bank” established by the Bank of England; (c) transfer to an asset management vehicle wholly or partly owned by HM Treasury or the Bank of England; (d) the bail-in tool (as described below) and (e) temporary public ownership (nationalisation). In addition, the Banking Act provides the UK resolution authorities with the power to write down, write off, or convert to equity the own funds instruments of an in-scope entity, which power may be exercised in conjunction with, or independently from, the SRR powers.

The bail-in tool involves allocating an entity’s losses to its shareholders and unsecured creditors in a manner that (i) respects the hierarchy of claims in an ordinary insolvency and (ii) is consistent with shareholders and creditors not receiving a less favourable treatment than they would have received in ordinary insolvency proceedings of the relevant entity (known as the “no creditor worse off” safeguard).

The Contractual Recognition of Bail-In Part of the PRA Rulebook imposes rules on the Group in relation to liabilities which are governed by the law of a jurisdiction other than the UK. The Group is required to ensure that contracts governing such liabilities contain a term whereby the creditor or party to the agreement creating the liability recognises that the liability may be subject to the write-down and conversion powers, and agrees to be bound by any reduction of the principal or outstanding amount due, conversion or cancellation that is effected by the exercise of those powers by the UK resolution authorities. Failure to include such a contractual term shall not prevent the Bank of England from exercising the write-down and conversion powers in respect of the relevant liability. These rules could affect the ability of the Group to raise and maintain funding under contracts governed by a law other than UK law. These rules do not apply in respect of certain liabilities in circumstances where compliance was adjudged impracticable, however if the Group makes such an assessment which the PRA later disagrees with, the Group could be required to renegotiate relevant contracts and/or be subjected to regulatory sanctions.

Additionally, the Banking Act and rules and legislation made under it requires banking groups, and their regulators, to plan for how they might be rescued or resolved in a crisis scenario, including by making so-called ‘living wills’, and to take into account the Bank of England’s resolution powers when they issue capital and other debt instruments and enter into agreements creating liabilities.

The powers extended to the UK resolution authorities are designed to aid early intervention in failing banks and certain of their affiliated entities (including bank holding companies) and include the ability to remove and replace members of the board, implement measures identified in an institution’s recovery plan, appoint special managers, and require changes to the operational and/or legal structure of the institution.

The preferred resolution strategy for the Group is modified insolvency, as part of which the Bank would enter into a corporate insolvency process which is modified as necessary to ensure that the objectives of the resolution regime, notably safeguarding deposits protected by the FSCS and ensuring continuity of banking services, can be achieved despite the firm entering insolvency. Once such objectives were fully achieved, the procedure would revert to an ordinary insolvency process.

3.2 Minimum requirement for own funds and eligible liabilities

UK banks are required at all times to meet MREL. In June 2018, the Bank of England published a statement of policy (updated with effect from 1 January 2022) regarding its approach to setting MREL requirements. Its policy is designed to ensure firms have sufficient loss absorbing capacity and to ensure continuity of critical functions without making recourse to public funds and to facilitate the use of the bail-in tool in a resolution scenario. This is an institution-specific requirement, and the Bank of England is required to make a determination on a case-by-case basis of the appropriate MREL requirement for

each resolution group (and for certain individual firms within such resolution groups) in the UK. On 15 October 2024, the Bank of England published a consultation on its approach to setting MRELs, which closed on 24 January 2025. The Bank of England has stated that it expects to finalise its response to the consultation during the first half of 2025.

As at the date of this Base Prospectus, the preferred resolution strategy for the Group is modified insolvency, and accordingly the Group's current MREL requirement is set at minimum regulatory capital requirements (i.e., Pillar 1 plus Pillar 2A), although the Group may in future be subject to MREL requirements in excess of minimum regulatory capital requirements. It is expected that the Bank of England would give the Group a notice period of three years followed by a transitional period of six years to meet any increased MREL requirement.

See also the risk factors entitled "Capital risk" and "Regulatory change risk" in the "Risk Factors" section above.

4. Conduct of Business Regulation

4.1 Senior Managers and Certification Regime ("SM&CR")

The SM&CR has applied to banks, such as the Bank, since 7 March 2016, and solo-regulated firms (including MNFL) since 9 December 2019. The SM&CR is intended to enhance personal responsibility for senior managers, as well as raise standards of conduct of key staff more broadly, supported by robust enforcement powers for the regulators. The regime consists of three main elements: (a) the Senior Managers Regime; (b) the Certification Regime; and (c) the Conduct Rules.

The Senior Managers Regime focuses on individuals who carry out certain specified senior management functions for the firm (i.e. individuals who hold key roles or have overall responsibility for business areas of the firm in question). These individuals are required to be approved by the PRA and/or the FCA (depending on the nature of their role) prior to performing senior management functions, are subject to ongoing fitness and propriety assessments and have a statutory duty of responsibility to take reasonable steps to prevent regulatory breaches occurring in their areas of responsibility. Firms must ensure that each senior manager has a statement of responsibilities setting out the areas for which they are personally accountable, and their allocated prescribed responsibilities. Certain firms (including UK banks) must produce a management responsibilities map describing their management and governance arrangements.

The Certification Regime applies to employees who, while not senior managers, could pose a risk of significant harm to the firm and/or its customers. Such individuals must be certified by the firm to be fit and proper to carry out their roles both when taking up that role and on a continuing basis thereafter.

The conduct rules are high-level requirements that apply to all employees (except ancillary staff who perform a role that is not specific to the financial services business of the firm) of firms within the scope of the SM&CR. There are specific, additional conduct rules that apply to senior managers (and, to a more limited extent, Non-Executive Directors who do not perform senior management functions).

On 30 March 2023, HM Treasury published a call for evidence on the SM&CR. In parallel, the FCA and PRA published a joint discussion paper on potential ways to improve the regime. HM Treasury's call for evidence focuses on the legislative aspects of the regime, while the joint discussion paper from the FCA and PRA focuses on the regulatory framework.

The focus of the review is on introducing efficiencies into the regime and reducing the administrative burden on firms rather than more fundamental reform. The review covers every aspect of the regime, including its impact on the international competitiveness of the UK. Previous reviews of the SM&CR have been more limited in scope. HM Treasury and the regulators have not yet published responses to the papers they published in March 2023. In April 2024, the FCA indicated they planned to publish a consultation paper in June 2024; however, this was delayed in light of the 2024 parliamentary election, with no date set for its publication.

4.2 Consumer credit regulation

The framework for consumer credit regulation comprises the FSMA and its secondary legislation, the Consumer Credit Act 1974 (as amended) ("CCA") and secondary legislation made under it, and rules and guidance in the FCA Handbook, in particular in the Consumer Credit sourcebook ("CONC").

The CCA and CONC set out, among other things, general conduct standards, rules on financial promotions, the form and content of regulated credit agreements, further rules on pre- and post-contractual requirements, responsible lending rules and debt advice rules). Under sections 140A-D (inclusive) of the CCA, the court has power to determine that the relationship between a lender and a customer arising out of a credit agreement is unfair to the customer. If the court makes such a determination (and court decisions in recent years have generally interpreted "unfair relationship" in a way favourable to customers), then it may make an order, among other things, requiring the lender or any assignee to repay any sum paid by the customer. Non-compliance with relevant rules in respect of any regulated credit agreement may render that regulated credit agreement unenforceable against the borrower and result in there being no obligation on the borrower to pay interest and charges during the period of non-compliance, and may also require interest and charges that have already been collected to be refunded.

During the Covid-19 pandemic in 2020/2021, the FCA issued revised guidance to consumer credit lenders setting out a framework by which temporary relief via payment deferrals for periods up to a total of six months could be provided to customers experiencing financial difficulty due to the effects of the virus. The guidance was regularly updated and came to be referred to as Tailored Support Guidance ("TSG"). Following a consultation in May 2023, the FCA published PS24/2: Strengthening protections for borrowers in financial difficulty: Consumer credit and mortgages, which, with effect from 4 November 2024, incorporates aspects of the TSG into CONC and the Mortgages and Home Finance: Conduct of Business sourcebook ("MCOB") and withdraws the TSG.

The FCA is also proactive in pursuing possible regulatory failures and poor practices (for example, by initiating its own investigations where consumer experience suggests that such an investigation is merited). Where consumer detriment is found, the FCA will use its powers of intervention, which may include enforcement action and/or securing redress for consumers.

The FCA's consumer credit enforcement powers include, among other things, the power to: (i) bring criminal, civil and disciplinary proceedings; (ii) withdraw authorisations; (iii) suspend authorised firms for 12 months; (iv) suspend individuals from performing certain roles for two years; and (v) the power to issue unlimited fines. It is also able to use its product intervention powers in the consumer credit market, which can include restrictions on product features and selling practices or product bans. The FCA can also take enforcement action against individuals under the SM&CR set out above.

The Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) Order 2014 (SI 2014/366), which repealed parts of the CCA, required the FCA to review the retained provisions of the CCA and, in particular, whether repealing the retained provisions would adversely affect the appropriate degree of protection for consumers. The FCA published its final report with recommendations in March 2019. HM Treasury announced it would publish a consultation on the planned reforms to the retained CCA on 9 December 2022. The outcome of this consultation was published on 11 July 2023. HM Treasury concluded that stakeholders were supportive of reforming the CCA and that it intended to publish a second stage consultation in 2024; this second stage consultation has not yet been published as at the date of this Base Prospectus.

It should be noted that in 2024, there was significant FCA focus on discretionary commission arrangements relating to consumer motor finance, which continues to be the case as at the date of this Base Prospectus. See also "Risk Factors – Risks relating to the legal and regulatory environment in which the Group operates – Historic commission arrangements" above.

4.3 FCA regulation of regulated mortgages

The FCA regulates the provision of "regulated mortgage contracts" (defined in Article 61(3)(a) of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (SI 2001/544)), as well as certain consumer Buy-to-Let mortgages (defined in Part 3 of the Mortgage Credit Directive Order 2015 (SI 2015/910)).

The Mortgages and Home Finance: Conduct of Business sourcebook in the FCA Handbook, issued in October 2003, sets out rules for regulated mortgage activities which cover, among other things, pre- and post-contract sales disclosures, contract changes, arrears and repossessions, and charges. The FCA's prudential sourcebook for Mortgage and Home Finance Firms and Insurance Intermediaries ("MIPRU") also includes requirements relating to the maintenance of capital resources by mortgage intermediaries

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and the allocation of responsibility for a firm's insurance distribution and/or mortgage credit intermediation activities to a specific director or senior manager.

A pre-action protocol relating to mortgage or home plan arrears where the relevant loan relates to residential property in England and Wales came into force on 19 November 2008. The pre-action protocol sets out guidance on the steps that lenders are expected to take before commencing a claim for possession. A number of mortgage lenders confirmed that they would delay the initiation of repossession action for at least three months after arrears start to accrue and where the property in question is occupied by the borrower.

During the Covid-19 pandemic in 2020/2021, the FCA issued revised guidance to mortgage lenders setting out a framework by which temporary relief via payment deferrals for periods up to a total of six months could be provided to customers experiencing financial difficulty due to the effects of the virus. The guidance was regularly updated and came to be referred to as TSG. Following a consultation in May 2023, the FCA published PS24/2: Strengthening protections for borrowers in financial difficulty: Consumer credit and mortgages, which, with effect from 4 November 2024, incorporates aspects of the TSG into CONC and MCOB and withdraws the TSG.

4.4 Consumer rights

The Consumer Rights Act 2015 (as amended) (“CRA”), among other things, deals with unfair contract terms and consumer notices. The main effect of this legislation is to consolidate and reform the rules dealing with the fairness of contractual terms when dealing with a consumer as well as clarify the remedies that consumers have.

The CRA significantly reforms and consolidates consumer law in the UK and re-implements the Unfair Contract Terms Directive into UK law. The CRA involves the creation of a single regime out of the Unfair Contract Terms Act 1977 (which essentially deals with attempts to limit liability for breach of contract) and the Unfair Terms in Consumer Contracts Regulations 1999 (“UTCCR”). When the unfair contract terms regime of the CRA came into force it revoked the UTCCR and introduced a new regime for dealing with unfair contractual terms as follows:

(a) under Part 2 of the CRA, an unfair term of a consumer contract (a contract between a trader and a consumer) is not binding on a consumer (an individual acting for purposes that are wholly or mainly outside that individual’s trade, business, craft, or profession). Additionally, an unfair notice is not binding on a consumer, although a consumer may rely on the term or notice if the consumer chooses to do so. A term will be unfair where, contrary to the requirement of good faith, it causes significant imbalance in the parties’ rights and obligations under the contract to the detriment of the consumer;

(b) a term in a consumer contract may not be assessed for fairness to the extent that: (i) it specifies the main subject matter of the contract; or (ii) the assessment is of the appropriateness of the price payable under the contract by comparison with the goods, digital content or services supplied under it, to the extent that such term is transparent and prominent; and

(c) a trader must ensure that a written term of a consumer contract, or a consumer notice in writing, is transparent (i.e. that it is expressed in plain and intelligible language and is legible). Where a term in a consumer contract is susceptible to multiple different meanings, the meaning most favourable to the consumer will prevail.

The Competition and Markets Authority and the FCA have powers to challenge unfair terms in financial services consumer contracts as the regulators under the CRA. They may seek an undertaking from firms not to use an unfair contract term in its consumer contracts or apply to the court for an injunction from using the unfair term or enforcing the term against customers. In December 2018, the FCA published FG 18/7 on fairness of variation terms in financial services consumer contracts under the CRA, outlining the areas to which firms should have regard when drafting variation terms to ensure their fairness under the CRA.

4.5 Consumer duty

The FCA introduced new consumer duty rules in respect to retail customers which came into force on 31 July 2023 for new and existing products or services that are open to sale or renewal. For closed products or services, the rules came into force on 31 July 2024.

These rules comprise:

(a) a new Consumer Principle that requires firms to act to deliver good outcomes for retail customers;

(b) cross-cutting rules providing greater clarity on our expectations under the new Consumer Principle and helping firms interpret the four outcomes (set out below); and

(c) rules relating to the four outcomes the FCA wants to see under the Consumer Duty. These represent key elements of the firm-consumer relationship which are instrumental in helping to drive good outcomes for customers.

These outcomes relate to (i) products and services, (ii) price and value, (iii) consumer understanding and (iv) consumer support.

These rules require firms to consider the needs, characteristics and objectives of their customers – including those with characteristics of vulnerability – and how they behave, at every stage of the customer journey. As well as acting to deliver good customer outcomes, firms need to understand and evidence whether those outcomes are being met.

5. Other relevant legislation and regulation

5.1 Financial Services Compensation Scheme

FSMA established the FSCS, which pays compensation to eligible customers of certain types of authorised financial services firms which are unable, or are likely to be unable, to pay claims against them. Broadly speaking, the aims of compensation payments are to provide redress for customers who are least able to sustain financial loss and therefore to assist in promoting consumer confidence in the financial system.

The actual level of compensation paid by the FSCS depends on the basis of claim. The FSCS only pays compensation for financial loss. Compensation limits apply on a “per person per firm” and “per claim category” basis. With respect to deposits, there is a limit of £85,000 per person per firm or up to £170,000 for joint accounts (for claims against firms declared in default after 1 January 2017). There is also a £1,000,000 protection limit for temporary high balances held with a bank, building society or credit union in certain situations (e.g. where this represents proceeds from the sale of a primary residence). With respect to investments and home finance (e.g. mortgage advice and arranging), there is a limit of £85,000 per person per firm (for claims against firms declared in default from 1 April 2019, with lower limits applicable where the firm failed before 1 April 2019).

The FSCS is funded by levies raised on authorised firms.

5.2 Financial Ombudsman Service

FSMA established the FOS, which provides customers with a free and independent service designed to resolve disputes where the customer is not satisfied with the response received from a regulated firm. The jurisdiction of the FOS extends to banks and consumer finance firms. The FOS resolves disputes for eligible persons that cover most financial products and services provided in (or from) the UK. The FOS may also make directions (which direct the business to take such steps as the FOS considers just and appropriate).

The maximum monetary amount varies depending on when a claim is brought to the FOS, and when the acts or omissions underlying the claim took place. At present, the maximum monetary award which may be awarded by the FOS is £430,000 (excluding any interest and costs) for complaints about acts or omissions by firms on or after 1 April 2019 and referred to the FOS on or after 1 April 2024.

Although the FOS takes account of relevant regulation and legislation, its guiding principle is to resolve cases on the basis of what is fair and reasonable in all circumstances of the case. In this regard, the FOS

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is not bound by law or even its own precedent. The decisions made by the FOS are binding on regulated firms.

5.3 European Market Infrastructure Regulation ("EMIR")

EMIR was adopted by the European Parliament and European Council on 4 July 2012, and now forms part of the domestic law of the UK pursuant to the EUWA 2018 (as amended, "UK EMIR"). UK EMIR provides for certain OTC derivative contracts to be submitted to central clearing and imposes, among other things, margin posting and other risk mitigation techniques, reporting and record keeping requirements. The Bank is a Financial Counterparty (as defined in UK EMIR) for the purposes of UK EMIR. The Financial Services and Market Act 2023 ("FSMA 2023") introduced transitional changes to UK EMIR which came into force on 29 August 2023. These changes included providing the Bank of England the power to disapply to the clearing obligation in certain circumstances.

5.4 Outsourcing and operational resilience

The Group is subject to a number of regulatory obligations in relation to outsourcing and third-party risk management. On 25 February 2019, the EBA published revised guidelines on outsourcing arrangements, which took effect on 30 September 2019 and apply to banks (among other firms). These continue to apply in the UK notwithstanding the UK's withdrawal from the EU. The guidelines supplement the existing provisions in the PRA Rulebook and the FCA Handbook in relation to outsourcing and require firms to identify, assess, monitor and manage risks associated with third-party arrangements.

Following consultation in 2019 and 2020, the FCA, PRA and the Bank of England published new rules and guidance to strengthen the operational resilience of financial institutions, including UK banks in March 2021, which came into force on 31 March 2022. By 31 March 2022, firms had to have identified their important business services, set impact tolerances for the maximum tolerable disruption and carried out mapping and testing to a level of sophistication necessary to do so, and identified any vulnerabilities in their operational resilience. As soon as possible after 31 March 2022, and no later than 31 March 2025, firms must have performed mapping and testing so that they are able to remain within impact tolerances for each important business service.

5.5 Climate Change

The Climate Financial Risk Forum ("CFRF"), chaired by the PRA and FCA, has published comprehensive guidance for risk management, disclosures, governance and scenario analysis. HM Treasury introduced a phased rollout for a mandatory Taskforce for Climate-related Financial Disclosures ("TCFD") reporting for regulated firms between 2021 and 2025.

5.6 Money Laundering Regulations

The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (as amended) ("MLRs"), alongside the Terrorism Act 2000, the Proceeds of Crime Act 2002, and the Fraud Act 2006 (each as amended), require the Group to (among other things) verify the identity of customers during the on-boarding process, to keep records, and to complete ongoing monitoring to help prevent money laundering and fraud. Guidance in respect of firms' anti-money laundering and counter-terrorist financing obligations is produced by the Joint Money Laundering Steering Group ("JMLSG") and is approved by HM Treasury under the MLRs. The FCA oversees firms' adherence to relevant provisions of the JMLSG's guidance when deciding whether conduct amounts to a breach of relevant requirements.

Additionally, the Economic Crime and Corporate Transparency Act 2023 ("ECCTA") introduced a new criminal offence for corporate organisations of failing to prevent persons associated with them from committing fraud with the intent to benefit (directly or indirectly) the organisation itself or any entity to which the associated person provides services on behalf of the organisation (or any subsidiary of such entity). This offence will come into effect on 1 September 2025. The organisation will have a defence where it has put in place reasonable prevention procedures to prevent fraud by its associates. The Home Office has published guidance providing advice on the types of processes and procedures organisations can put in place to prevent fraud.

5.7 UK AML Sanctions Regime

The Economic Crime (Transparency and Enforcement) Act 2022 introduced three main components: (a) creation of an overseas entity register to deliver transparency about who ultimately owns and controls overseas entities that own land in the UK; (b) amendments to the Unexplained Wealth Order (“UWO”) regime, creating a new category of person who can receive a UWO, new tests for granting UWOs, extended freezing orders, and limiting the liability of enforcement authorities on paying legal costs; and (c) amendments to existing UK legislation on sanctions (for example, the Sanctions and Anti-Money Laundering Act 2018) expanding the government’s designation capabilities and enhancing the Office of Financial Sanctions Implementation’s (“OFSI”) enforcement powers by introducing a standard of strict liability for civil breaches of UK sanctions (through amendments to the Policing and Crime Act 2017), allowing the OFSI to impose a monetary penalty on a person who breaches sanctions legislation regardless of whether the person knew or suspected that they had committed a breach.

5.8 Bribery Act

The Bribery Act 2010 (as amended) contains offences relating to bribing another person, accepting bribes and bribing foreign public officials. It also contains an offence for commercial organisations of failing to prevent persons associated with them from bribing another person on their behalf. The Ministry of Justice has published guidance about procedures which commercial organisations can put into place to help prevent persons associated with them from engaging in such activity.

5.9 Data Protection Act (“DPA”)

The DPA supplements the UK General Data Protection Regulation (“GDPR”) and implements the EU Data Protection Directive (Directive (EU) 2016/680) into UK law. Those responsible for processing and controlling personal data must ensure that their data policies and processes reflect requirements contained in the UK GDPR and the DPA. The DPA appoints the Information Commissioner as the independent data protection regulator and contains requirements for data controllers to notify the Information Commissioner of breaches of the DPA.

UK GDPR sets a maximum fine of the greater of £17.5 million or 4 per cent. of annual global turnover, for infringements.

5.10 Criminal Finances Act

The Criminal Finances Act 2017 introduced a new criminal offence for businesses that fail to take adequate steps to prevent their associates (employees, agents or other persons who perform services for or on behalf of the business concerned) from facilitating tax evasion. Only where the business has put in place reasonable prevention procedures to prevent facilitation of tax evasion by its associates will it have a defence. HMRC has published guidance on the types of processes and procedures that may be put in place by businesses to limit the risk of representatives criminally facilitating tax evasion.

5.11 Modern Slavery Act

The Modern Slavery Act 2015 is an Act of Parliament designed to combat modern slavery in the UK and consolidates previous offences relating to human trafficking and slavery. The Modern Slavery Act 2015 requires bodies corporate or partnerships supplying goods or services with a total global annual turnover of £36,000,000 or more that are carrying out a business, or part of a business, in the UK to publish a slavery and human trafficking statement each financial year (the total turnover is calculated taking into account the turnover of any subsidiary undertakings). The annual statement must disclose what action the firms have taken to ensure there is no modern slavery.

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TAXATION

General

The following is a general description of the Issuer's understanding of certain tax considerations relating to the Notes and applies only to persons who are the absolute beneficial owners of the Notes. It does not purport to be a complete analysis of all tax considerations relating to the Notes, whether in the United Kingdom or elsewhere. It assumes that there will be no substitution of the Issuer and does not address the consequences of any such substitution (notwithstanding that such substitution may be permitted by the terms and conditions of the Notes). Any Noteholders who are in doubt as to their own tax position should consult their professional advisers. In particular, each Noteholder should be aware that the tax legislation of any jurisdiction where they are resident or otherwise subject to taxation (as well as the United Kingdom) may have an impact on the tax consequences of an investment in the Notes including in respect of any income received from the Notes.

United Kingdom

The comments in this part are based on current United Kingdom tax law as applied in England and Wales and HM Revenue & Customs' published practice (which may not be binding on HM Revenue & Customs), in each case as at the date of this Base Prospectus, and relate only to the United Kingdom withholding tax treatment of payments of interest in respect of the Notes. They do not deal with any other United Kingdom taxation implications of acquiring, holding or disposing of the Notes.

References in this part to "interest" shall mean amounts that are treated as interest for the purposes of United Kingdom taxation law. In particular, this may include any redemption premium (if any) and, in certain cases, discount. The statements below do not take any account of any different definitions of "interest" and "principal" which may prevail under any other law or which may be created by the terms and conditions of the Notes (or the relevant Final Terms).

Interest on the Notes

While the Notes are and continue to be listed on a recognised stock exchange, within the meaning of Section 1005 Income Tax Act 2007 payments of interest by the Issuer on the Notes may be made without withholding or deduction for or on account of United Kingdom income tax. The London Stock Exchange is a recognised stock exchange for these purposes. Securities will be treated as listed on the London Stock Exchange if they are included in the Official List and are admitted to trading on the Market.

In all other cases, interest on the Notes which has a United Kingdom source will generally be paid by the Issuer under deduction of United Kingdom income tax at the basic rate (currently 20 per cent.), subject to the availability of other reliefs under domestic law or to any direction to the contrary from HM Revenue & Customs in respect of such relief as may be available pursuant to the provisions of any applicable double taxation treaty.

The U.S. Foreign Account Tax Compliance Act ("FATCA")

Pursuant to certain provisions of the U.S. Internal Revenue Code of 1986, commonly known as FATCA, a "foreign financial institution" may be required to withhold on certain payments it makes ("foreign passthru payments") to persons that fail to meet certain certification, reporting, or related requirements. The Issuer is a foreign financial institution for these purposes.

A number of jurisdictions (including the United Kingdom) have entered into, or have agreed in substance to, intergovernmental agreements with the United States to implement FATCA ("IGAs"), which modify the way in which FATCA applies in their jurisdictions. Certain aspects of the application of the FATCA provisions and IGAs to instruments such as the Notes, including whether withholding would ever be required pursuant to FATCA or an IGA with respect to payments on instruments such as the Notes, are uncertain and may be subject to change.

Even if withholding would be required pursuant to FATCA or an IGA with respect to payments on instruments such as the Notes, proposed regulations have been issued that provide that such withholding would not apply prior to the date that is two years after the date on which final regulations defining

foreign passthru payments are published in the U.S. Federal Register. In the preamble to the proposed regulations, the U.S. Treasury Department indicated that taxpayers may rely on these proposed regulations until the issuance of final regulations. Holders should consult their own tax advisers regarding how these rules may apply to their investment in the Notes. In the event any withholding would be required pursuant to FATCA or an IGA with respect to payments on the Notes, no person will be required to pay additional amounts as a result of the withholding.

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SUBSCRIPTION AND SALE

Notes may be sold from time to time by the Issuer to the Dealers. The arrangements under which Notes may from time to time be agreed to be sold by the Issuer to, and purchased by, the Dealers are set out in a dealer agreement dated 12 March 2025 (as amended or restated from time to time, the “Dealer Agreement”) and made between the Issuer, the Arranger and the Dealers. Any such agreement will, inter alia, make provision for the form and terms and conditions of the relevant Notes, the price at which such Notes will be purchased by the Dealers and the commissions or other agreed deductibles (if any) payable or allowable by the Issuer in respect of such purchase. The Dealer Agreement makes provision for the resignation or termination of appointment of existing Dealers and for the appointment of additional or other Dealers either generally in respect of the Programme or in relation to a particular Tranche of Notes. The Notes may also be issued by the Issuer through all or any of the Dealers acting as agents or without any involvement of the Dealers.

The Issuer has agreed to indemnify the Dealers for certain of their expenses and against certain liabilities in connection with the offer and sale of the Notes. The Dealer Agreement may be terminated in relation to all or any of the Dealers by the Issuer or, in relation to itself and the Issuer by any Dealer, at any time on giving not less than 10 days' written notice.

United States of America

The Notes have not been and will not be registered under the Securities Act, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the registration requirements of the Securities Act. Terms used in this paragraph have the meanings given to them by Regulation S.

Each Dealer has represented and agreed and each further Dealer appointed under the Programme will be required to represent and agree that, except as permitted by the Dealer Agreement, it will not offer or sell the Notes (a) as part of their distribution at any time or (b) otherwise until 40 days after the completion of the distribution of all Notes of the tranche of which such Notes are a part, within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Regulation S. Each Dealer has further agreed, and each further Dealer appointed under the Programme will be required to agree, that it will send to each dealer to which it sells Notes during the distribution compliance period a confirmation or other notice setting forth the restrictions on offers and sales of the Notes within the United States or to, or for the account or benefit of, U.S. persons. Terms used in this paragraph have the meanings given to them by Regulation S.

Until 40 days after the commencement of the offering of any Series of Notes, an offer or sale of such Notes within the United States by any dealer (whether or not participating in the offering) may violate the registration requirements of the Securities Act if such offer or sale is made otherwise than in accordance with an available exemption from registration under the Securities Act.

Bearer Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered within the United States or its possessions or to a United States person, except in certain transactions permitted by U.S. tax regulations. Terms used in this paragraph have the meanings given to them by the U.S. Internal Revenue Code of 1986 and regulations promulgated thereunder.

Prohibition of Sales to EEA Retail Investors

Unless the Final Terms in respect of any Notes specifies the "Prohibition of Sales to EEA Retail Investors" as "Not Applicable", each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Notes which are the subject of the offering contemplated by this Base Prospectus as completed by the Final Terms in relation thereto to any retail investor in the European Economic Area. For the purposes of this provision, the expression "retail investor" means a person who is one (or more) of the following:

(a) a retail client as defined in point (11) of Article 4(1) of MiFID II; or
(b) a customer within the meaning of the Insurance Distribution Directive, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.

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United Kingdom

Prohibition of Sales to UK Retail Investors

Unless the Final Terms in respect of any Notes specifies the “Prohibition of Sales to UK Retail Investors” as “Not Applicable”, each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Notes which are the subject of the offering contemplated by this Base Prospectus as completed by the Final Terms in relation thereto to any retail investor in the United Kingdom. For the purposes of this provision, the expression “retail investor” means a person who is one (or more) of the following:

(a) a retail client as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK domestic law; or
(b) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of UK MiFIR.

Other United Kingdom regulatory restrictions

Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that:

(a) Maturity of less than one year: in relation to any Notes which are issued by the Issuer and which have a maturity of less than one year, (i) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business and (ii) it has not offered or sold and will not offer or sell any Notes other than to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or as agent) for the purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses where the issue of the Notes would otherwise constitute a contravention of Section 19 of the FSMA by the Issuer;
(b) Financial promotion: it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of any Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer; and
(c) General compliance: it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Notes in, from or otherwise involving the United Kingdom.

Singapore

Each Dealer has acknowledged, and each further Dealer appointed under the Programme will be required to acknowledge, that this Base Prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that it has not offered or sold any Notes or caused such Notes to be made the subject of an invitation for subscription or purchase, and will not offer or sell such Notes or cause such Notes to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, this Base Prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of such Notes, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act 2001 of Singapore, as modified or amended from time to time) (the “SFA”) pursuant to Section 274 of the SFA or (ii) to an accredited investor (as defined in Section 4A of the SFA) pursuant to and in accordance with the conditions specified in Section 275 of the SFA.

In connection with Section 309B of the SFA and the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (the “CMP Regulations 2018”), unless otherwise specified before an

offer of Notes, the Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that the Notes are 'prescribed capital markets products' (as defined in the CMP Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

Hong Kong

Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that:

(i) it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any Notes except for Notes which are a “structured product” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the “SFO”) other than (a) to “professional investors” as defined in the SFO and any rules made under the SFO; or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong (the “C(WUMP)O”) or which do not constitute an offer to the public within the meaning of the C(WUMP)O; and

(ii) it has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Notes, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Notes which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the SFO and any rules made under the SFO.

General

Each Dealer has agreed, and each further Dealer appointed under the Programme will be required to agree, that it will (to the best of its knowledge and belief) comply in all material respects with all relevant securities laws, regulations and directives in force in each jurisdiction in which it purchases, offers, sells or delivers the Notes or has in its possession or distributes this Base Prospectus, any other offering material or any Final Terms. Each Dealer is required to obtain any consent, approval or permission required by it for the purchase, offer, sale or delivery by it of the Notes under the laws and regulations or directives in force in any jurisdiction to which it is subject or in which it makes such purchases, offers, sales or deliveries.

None of the Issuer, the Trustee, the Arranger or any of the Dealers has represented that Notes may at any time lawfully be sold in compliance with any applicable registration or other requirements in any jurisdiction, or pursuant to any exemption available thereunder, or assumes any responsibility for facilitating such sale.

The Dealers are not authorised to give any information or to make any representation other than as contained or incorporated by reference in, or which is consistent with, this Base Prospectus and any other information which the Issuer has provided or approved for use in connection with the offer and sale of the Notes to which this Base Prospectus relates.

Selling restrictions may be supplemented or modified with the agreement of the Issuer. Any such supplement or modification will be set out in the relevant Final Terms or in such other manner as the Issuer and the relevant Dealers may agree (in the case of a supplement or modification relevant only to a particular Series of Notes) or (in any other case) in a supplement to this Base Prospectus.

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GENERAL INFORMATION

Authorisation

The establishment of the Programme was authorised by resolutions of the Board of Directors of the Issuer passed on 6 February 2025. The Issuer has obtained all necessary consents, approvals and authorisations in connection with the establishment of the Programme and the Issuer will obtain from time to time all necessary consents, approvals and authorisations in connection with the issue and performance of the Notes.

Listing

The listing of the Programme on the Market is expected to be granted on or around 14 March 2025 for a period of 12 months. Any Series of Notes (other than Exempt Notes) intended to be listed on the FCA’s Official List and admitted to trading on the Market will be so listed and admitted to trading upon submission to the FCA and the London Stock Exchange of the relevant Final Terms and any other information required by the FCA and London Stock Exchange, subject to the issue of the Global Note or Global Certificate initially representing the Notes of that Series. If such Global Note or Global Certificate is not issued, the issue of such Notes may be cancelled. Prior to admission to trading, dealings in the Notes of the relevant Series will be permitted by the Market in accordance with its rules.

Clearing Systems

The Notes have been accepted for clearance through the Euroclear and Clearstream, Luxembourg systems. The appropriate ISIN and Common Code in relation to any Notes issued from the Programme will be specified in the relevant Final Terms. The relevant Final Terms shall specify any other clearing system as shall have accepted the relevant Notes for clearance together with any further appropriate information.

The address of Euroclear is Euroclear Bank SA/NV, 1 Boulevard du Roi Albert II, B-1210 Brussels and the address of Clearstream, Luxembourg is Clearstream Banking S.A., 42 Avenue JF Kennedy, L 1855 Luxembourg.

No Significant/Material Change

There has been no significant change in the financial performance or financial position of the Issuer or the Group since 31 December 2024, being the end of the most recent financial period for which the Issuer has published financial information. There has been no material adverse change in the prospects of the Issuer or the Group since 30 June 2024, being the end of the most recent financial period for which the Issuer has published audited financial statements.

Legal Proceedings

Save as disclosed in the risk factor entitled “Risks relating to the legal and regulatory environment in which the Group operates - Historic commission arrangements” in this Base Prospectus, there are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened) of which the Issuer is aware in the 12 months preceding the date of this Base Prospectus which may have or have had a significant effect on the financial position or profitability of the Issuer or the Group.

Legal Entity Identifier

The Legal Entity Identifier code of the Issuer is 213800JQLWHE8NQYXX31.

Documents on Display

The website of the Issuer and the Group is https://www.aldermore.co.uk. No information on such website forms part of this Base Prospectus, except where that information has been expressly incorporated by reference into this Base Prospectus as set out in “Information Incorporated by Reference”.

Copies of the following documents will be available in the debt investor's section of the Issuer's website (https://www.aldermore.co.uk/investors/debt-investors/):

(a) the Trust Deed (which includes the form of the Global Notes and Global Certificate);
(b) the Memorandum and Articles of Association of the Issuer;
(c) a copy of this Base Prospectus together with any supplement to this Base Prospectus;
(d) (for so long as any of the relevant Notes remain outstanding) any Final Terms issued in respect of Notes (other than Exempt Notes) admitted to listing and/or trading by the listing authority and/or stock exchange; and
(e) each Pricing Supplement relating to Exempt Notes (save that any such Pricing Supplement relating to a Tranche of Exempt Notes which is neither listed nor admitted to trading on any stock exchange or market will only be available for inspection by a holder of such Exempt Note and such holder must produce evidence satisfactory to the Issuer or, as the case may be, such Paying Agent as to the identity of such holder).

Copies of the Information Incorporated by Reference will be available either in the debt investor's section of the Issuer's website referenced above or in the investor relations section of the Issuer's website (https://www.aldermore.co.uk/investors/).

This Base Prospectus will be published on the website of the Regulatory News Service operated by the London Stock Exchange at http://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html

Financial Statements

The Issuer's consolidated financial statements (the "Financial Statements") for the years ended 30 June 2023 and 2024 have been audited in accordance with the International Standards on Auditing (UK) and applicable law and have been reported on without qualification by Deloitte LLP.

On 1 October 2024, KPMG LLP was formally appointed by the Issuer as the auditors of the Group. KPMG LLP, whose registered office is at 15 Canada Square, London E14 5GL, United Kingdom, is a member of the Institute of Chartered Accountants in England and Wales and is the auditor appointed by the Issuer for the purposes of auditing its financial statements.

Issue Price and Yield

Notes may be issued at any price. The issue price of each Tranche of Notes to be issued under the Programme will be determined by the Issuer and the relevant Dealer(s) at the time of issue in accordance with prevailing market conditions and specified in the applicable Final Terms. In the case of different Tranches of a Series of Notes, the purchase price may include accrued interest in respect of the period from the interest commencement date of the relevant Tranche (which may be the issue date of the first Tranche of the Series or, if interest payment dates have already passed, the most recent interest payment date in respect of the Series) to the issue date of the relevant Tranche. An indication of the yield of each Tranche of Fixed Rate Notes will be set out in the relevant Final Terms and will be calculated as of the relevant issue date on an annual or semi-annual basis using the relevant issue price. It is not an indication of future yield.

Dealers Transacting with the Issuer

Certain of the Dealers and their affiliates have engaged, and may in the future engage, in the ordinary course of their business activities, in lending, advisory, corporate finance services, investment banking and/or commercial transactions, including hedging, with, and may perform services for, the Issuer and/or the Issuer's affiliates in the ordinary course of business and/or for companies involved directly or indirectly in the sector in which the Issuer and/or the Issuer's affiliates operate, and for which such Dealers have received or may receive customary fees, commissions, reimbursement of expenses and indemnification. Certain of the Dealers and their affiliates may also have positions, deals or make markets in any Notes issued under the Programme, related derivatives and reference obligations, including (but

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not limited to) entering into hedging strategies on behalf of the Issuer and its affiliates, investor clients, or as principal in order to manage their exposure, their general market risk, or other trading activities. They have received, or may in the future receive, customary fees and commissions for these transactions. In addition, in the ordinary course of their business activities, the Dealers and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of the Issuer or the Issuer's affiliates. The Dealers and/or their affiliates may receive allocations of Notes issued under the Programme (subject to customary closing conditions), which could affect future trading of such Notes. Certain of the Dealers or their affiliates that have a lending relationship with the Issuer and/or the Issuer's affiliates routinely hedge their credit exposure to the Issuer and/or the Issuer's affiliates consistent with their customary risk management policies. Typically, such Dealers and their affiliates would hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in securities, including potentially the Notes issued under the Programme. Any such positions could adversely affect future trading prices of the Notes. The Dealers and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

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ISSUER

Aldermore Group PLC
4th Floor Block D
Apex Plaza
Forbury Road
Reading
Berkshire RG1 1AX
United Kingdom

ARRANGER

Merrill Lynch International
2 King Edward Street
London EC1A 1HQ
United Kingdom

DEALERS

Banco Santander, S.A.
Ciudad Grupo Santander
Avenida de Cantabria s/n
Edificio Encinar
28660 Boadilla del Monte
Madrid
Spain

HSBC Bank plc
8 Canada Square
London E14 5HQ
United Kingdom

Merrill Lynch International
2 King Edward Street
London EC1A 1HQ
United Kingdom

BNP Paribas
16 boulevard des Italiens
75009 Paris
France

Jefferies International Limited
100 Bishopsgate
London, EC2N 4JL
United Kingdom

NatWest Markets Plc
250 Bishopsgate
London EC2M 4AA
United Kingdom

TRUSTEE

Citicorp Trustee Company Limited
Citigroup Centre
Canada Square
London
E14 5LB
United Kingdom

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PRINCIPAL PAYING AGENT, CALCULATION AGENT AND TRANSFER AGENT

Citibank, N.A., London Branch
Citigroup Centre
Canada Square
London E14 5LB
United Kingdom

REGISTRAR

Citibank, N.A., London Branch
Citigroup Centre
Canada Square
London E14 5LB
United Kingdom

LEGAL ADVISERS

To the Issuer as to English law
To the Arranger, Dealers and Trustee as to English law

Linklaters LLP
One Silk Street
London EC2Y 8HQ
United Kingdom

Allen Overy Shearman Sterling LLP
One Bishops Square
London E1 6AD
United Kingdom

INDEPENDENT AUDITOR OF THE ISSUER

In respect of the financial years ended 30 June 2023 and 30 June 2024
Since the date of their appointment and as at the date of this Base Prospectus

Deloitte LLP
1 New Street Square
London EC4A 3HQ
United Kingdom

KPMG LLP
15 Canada Square
London E14 5GL
United Kingdom

AI assistant

Aldermore Group PLC — Capital/Financing Update 2025

17739_prs_2025-03-14_869eca56-f561-4602-9a2e-ef51e799e9e8.pdf

Aldermore

ALDERMORE GROUP PLC

£2,000,000,000

Euro Medium Term Note Programme for the issue of Senior Notes and Tier 2 Capital Notes

IMPORTANT NOTICES

Responsibility for this Base Prospectus

Final Terms/Pricing Supplement/Drawdown Prospectus

The Notes

Other relevant information

Unauthorised Information

Restrictions on distribution

Benchmark Regulation

Investors to make own investigations

Programme Limit

STABILISATION

SUPPLEMENTAL BASE PROSPECTUS

GENERAL

ROUNDING

MARKET AND INDUSTRY DATA

ALTERNATIVE PERFORMANCE MEASURES

FORWARD LOOKING STATEMENTS

INFORMATION INCORPORATED BY REFERENCE

Supplements

FINAL TERMS AND DRAWDOWN PROSPECTUSES

OVERVIEW OF THE PROGRAMME

Clearing Systems

Programme Limit

Issuance in Series

Final Terms

Form of Notes

Bearer Notes

Registered Notes

Currencies

Status of the Senior Notes

Status of the Tier 2 Capital Notes

Early Redemption

Purchases

Substitution and Variation of Tier 2 Capital Notes

Substitution and Variation of Senior Notes

Negative Pledge

Limited Remedies

Cross Default

Exempt Notes

Withholding Tax and Additional Amounts

Modification and Waiver

Substitution of the Issuer

Governing Law

Use of proceeds

Ratings

Selling Restrictions

United States Selling Restriction

RISK FACTORS

Risks related to the macroeconomic environment in which the Group operates

Macroeconomic uncertainty

Geopolitical risk

Risks relating to the funding, liquidity and capital of the Group

Funding and liquidity risk

Capital risk

Credit ratings downgrade risk

Risks relating to the legal and regulatory environment in which the Group operates

Historic commission arrangements

Legal and regulatory risk

Regulatory change risk

Compliance risk

Risks related to the Group's business

Reputational risk

Conduct risk

Counterparty credit risk

Market risk

Tax risk

Climate risk

Strategic execution and competition risk

Model risk

Operational risks

Operational risk

Technology, cyber security and data processing risk

Financial crime risk

Aldermore Group PLC Capital/Financing Update 2025