Alternative Coupon Satisfaction Mechanism

If “ACSM” is specified hereon, this Condition 7 shall apply: (a) Alternative Coupon Satisfaction Mechanism

If any Deferred Coupon Payment (with any interest accrued on such Deferred Coupon Payment, as applicable) is made (which shall be subject to the Regulator's consent, if required), it will be satisfied using only the Alternative Coupon Satisfaction Mechanism. In addition, the Issuer may elect (subject to the Regulator's consent, if required) at any time to satisfy its obligation to make any Payment (other than Deferred Coupon Payments and a payment of principal) to Holders by using the Alternative Coupon Satisfaction Mechanism.

Alternative Coupon Satisfaction Mechanism means that the relevant payment is satisfied from the proceeds of the issue of such amount of Payment Capital Securities for cash as required to provide enough cash for the Issuer to make full payments on the Securities in respect of the relevant Payment or that the relevant payment is made to the Holders in kind by the issue to the Holders of Payment Capital Securities with a market value at least equal to the relevant Payment, in each case in accordance with and subject to the following provisions of this Condition 7.

If the Issuer uses the Alternative Coupon Satisfaction Mechanism, the Issuer shall notify the Trustee and the Fiscal Agent not less than 16 Business Days prior to the relevant Coupon Payment Date.

(b) Issue of Payment Capital Securities

If any Payment is to be satisfied in accordance with the Alternative Coupon Satisfaction Mechanism then, subject to Conditions 7(d) and 7(f):

(i) by close of business on or before the seventh Business Day prior to the relevant Coupon Payment Date or Deferred Coupon Satisfaction Date the Issuer will issue such number of Payment Capital Securities as, in the determination of the Issuer, have a market value of not less than the relevant Payment to be satisfied in accordance with this Condition 7;

(ii) if, after the operation of the above procedure, there would in the opinion of the Issuer be a shortfall on the date on which the relevant Payment is due, the Issuer shall issue further Payment Capital Securities in accordance with the provisions of the Trust Deed to ensure that a sum at least equal to the relevant Payment is available to make the Payment in full on the relevant due date provided that if, despite the operation of the aforementioned provisions, such a shortfall exists on the relevant due date the Issuer will in accordance with the provisions of the Trust Deed continue to issue Payment Capital Securities until the Fiscal Agent shall have received funds equal to the full amount of such shortfall.

If any Payment is to be made through the issue of Payment Capital Securities to Holders under this Condition 7 then, in lieu of a payment in cash and subject to Conditions 7(d) and 7(f), the Issuer may issue Payment Capital Securities in a number and with terms as determined by the Calculation Agent in accordance with this Condition 7. The Calculation Agent shall allocate to each Holder that number of Payment Capital Securities which is necessary to cover that Holder’s claim in respect of the relevant Payment to be satisfied as aforesaid. The record date for the determination of the number of Payment Capital Securities to be allocated to each Holder shall be the relevant Coupon Payment Date or Deferred Coupon Satisfaction Date. For this purpose, the value of each Payment Capital Security is to be determined by its market value. If the allocation of Payment Capital Securities to a Holder leads to any relevant Payment on the Coupon Payment Date or Deferred Coupon Satisfaction Date being left uncovered, then the Holder will be entitled to receipt of further Payment Capital Securities with a market value equal to such uncovered payment. The Holder may collect its Payment Capital Security allocation by presentation and annotation of its Security at the office of the Fiscal Agent.

The market value of the Payment Capital Securities shall be determined by the Calculation Agent as follows:

(A) it shall (four Business Days prior to the record date) request three international investment banks of repute which are active in the international fixed income markets to provide (by the second Business Day prior to the record date) a bid price for a representative amount of Payment Capital Securities;

(B) if two or three bid prices are received, it shall calculate the arithmetic mean of the bid prices, which shall be the market value for the Payment Capital Securities; (C) if one bid price is received, that bid price shall be the market value for the Payment

Capital Securities; and

(D) if no bid prices are received, the market value for the Payment Capital Securities shall be the price determined by the Calculation Agent in its discretion acting reasonably.

(c) Receipt of cash proceeds in respect of Issue of Payment Capital Securities satisfies Payment

Where the Issuer either elects or is required to make a Payment hereunder by using the proceeds of an issue of Payment Capital Securities and in accordance with its obligations under the Trust Deed issues such Payment Capital Securities, the cash proceeds of such issue by the Issuer shall, subject to Condition 7(b)(ii) and 7(d), be used to satisfy the relevant Payment or, as the case may be, in the circumstances referred to in (d) below, the relevant part of such Payment. The proceeds of sale of Payment Capital Securities in accordance with this Condition 7 shall be paid by the Fiscal Agent to the Holders in respect of the relevant Payment. Where the Issuer either elects or is required to make a Payment hereunder by an

issue of Payment Capital Securities to Holders and in accordance with its obligations under the Trust Deed issues such Payment Capital Securities to Holders, such issue shall satisfy the relevant Payment.

(d) Market Disruption

Notwithstanding the provisions of Condition 7(b), if there exists, in the opinion of the Issuer (subject, where necessary, to determinations made by the Calculation Agent), a Market Disruption Event on or after the 15th Business Day preceding any date upon which a Payment is due to be made or satisfied in accordance with this Condition 7, then the Issuer may give a notice to the Trustee, the Holders, the Fiscal Agent and the Calculation Agent and as soon as possible after the Market Disruption Event has arisen or occurred, whereupon the relevant Payment shall be deferred until such time as (in the opinion of the Issuer) the Market Disruption Event no longer exists.

Any such deferred Payment or part thereof will be satisfied as soon as practicable following such time as the Market Disruption Event no longer exists. Interest shall not accrue on such deferred Payment or part thereof unless, as a consequence of the existence of a Market Disruption Event, the Issuer does not make the relevant Payment or part thereof for a period of 14 days or more after the due date therefor, in which case interest shall accrue on such deferred Payment or part thereof from (and including) the date on which the relevant Payment or part thereof was due to be made to (but excluding) the date on which such Payment or part thereof is made. Any such interest shall accrue at the rate provided for in Condition 5 and shall be satisfied only in accordance with this Condition 7 and as soon as reasonably practicable after the relevant deferred Payment is made.

(e) Issuer certification to Trustee

The Issuer will certify to the Trustee that the proceeds used to make any Deferred Coupon Payment have been funded through the issue of Payment Capital Securities which will provide the cash amount due in respect of the Deferred Coupon Payment.

(f) Limitations in connection with Alternative Coupon Satisfaction Mechanism

The Issuer may for the purposes of satisfying any Deferred Coupon Payment in accordance with the Alternative Coupon Satisfaction Mechanism place only such number of Payment Capital Securities in any 12 month period as (a) in the case of Ordinary Shares, does not exceed such percentage of the issued Ordinary Share capital of the Issuer as set out in the Final Terms at the relevant date or (b) in the case of Non-callable Securities, have an aggregate issue price not exceeding such percentage as set out in the Final Terms of the value of the Shareholders’ Equity as per the Issuer’s latest audited consolidated financial statements. The Issuer is required to keep available for issue sufficient Ordinary Shares and have all required approvals and authorisations in place for the issue of sufficient securities which qualify as Payment Capital Securities as it reasonably considers would be necessary for the purposes of these Conditions. For the avoidance of doubt, any Deferred Coupon Payments not satisfied shall not be cancelled but remain outstanding and become due and payable at redemption or in a winding-up (faillissement or vereffening na ontbinding) of the Issuer.

(g) Alternative Coupon Satisfaction Mechanism Period

If the Issuer settles any Deferred Coupon Payment, it must in all circumstances do so only by way of the Alternative Coupon Satisfaction Mechanism. If this Condition 7(g) is specified in the Final Terms to be applicable, the Issuer shall use its best efforts, to the extent permitted by applicable law or regulations, to satisfy any Deferred Coupon Payment

within a period of five years (the Alternative Coupon Satisfaction Mechanism Period) following the relevant Deferred Coupon Satisfaction Date, by way of the Alternative Coupon Satisfaction Mechanism as described in and subject to the provisions of this Condition 7. If at the end of any Alternative Coupon Satisfaction Mechanism Period in respect of any Deferred Coupon Payment the Issuer has been unable to satisfy such Deferred Coupon Payment in full by way of the Alternative Coupon Satisfaction Mechanism, the obligations of the Issuer to satisfy such Deferred Coupon Payment or part thereof will subject to applicable law and/or regulations (including but not limited to Capital Adequacy Regulations), continue to exist, subject to Conditions 2 and 3.