由3提供不可撤銷和無條件的擔保
本臨時全球票據針對以下對象發行
臨時全球票據本金金額
一次發行的本金
系列本金合計
合計本金金額
註釋標題
(《註釋》)作者:
簽發人姓名或名稱
(“發行人”),並享有以下擔保的利益
(“擔保人”
”)包含在以下定義的信託契約中。該等票據由發行人與該等發行人的其他各方(擔保人)訂立的日期為一九九四年七月二十二日的信託契據(「信託契據」,其中包括任何修訂或補充)構成[●]及該文件所列為擔保人的其他各方及The Law Debrider Trust Corporation p.l.c. (the“受託人”,該詞應包括法律債務信託公司的任何繼承人。以其身份不時為票據持有人)。 發行人已收到承諾,所有承諾均符合就票據而編制的條件(定義見信託契約)及最終條款或定價補充(如適用)(“最終條款”),於下列日期: [●][到期日]或在按照該等規定而成為須支付的本金的較早日期[文字和數字命名]或其中指明的其他贖回金額 [●]和支付1包括所有到期日超過365天的票據上的括號內語言。2填寫發行人的註冊管轄權,如果聯合利華財務荷蘭公司是發行人,則包括“並將其公司所在地設在荷蘭鹿特丹”。3填寫擔保人姓名或名稱(S)。[A43902758 39在文件指定的日期拖欠,按文件指定的一個或多個利率計算的本金利息][一切均受條件所限,並符合條件。如果相關的最終條款表明該臨時全球票據旨在成為一種新的全球票據,則該臨時全球票據所代表的票據的面值應為歐洲清算銀行SA/NV和Clearstream Banking S.A.(統稱為ICSD)記錄中不時輸入的總金額。ICSD的記錄(在本臨時全球票據中的表述是指每個ICSD為其客户持有的反映該客户在本臨時全球票據所代表的票據中的權益的金額的記錄)應為本臨時全球票據所代表的票據面額的確鑿證據,而為此目的,由ICSD發佈的説明本臨時全球票據在任何時間所代表的票據的名義金額的聲明應為該ICSD當時記錄的確鑿證據。如有關最終條款顯示本臨時全球票據並非擬為新的全球票據,則該臨時全球票據所代表的票據的面值應為適用的最終條款中所述的金額,或如較低,則為發行人或其代表最近在本附表相關欄目中輸入的面值。除本規定外,本臨時全球票據的持票人有權享有發票人的相同義務,猶如該持票人是本臨時全球票據的持票人一樣,而根據本臨時全球票據向持票人支付的所有款項均屬有效及有效,以清償及解除發票人就票據所負的相應法律責任。在票據最初發行日期後40天的日期(“兑換日”)或之後,ICSD按照本臨時全球票據的任何權益持有人的指示,向主要付款代理髮出實質上不早於本合同附件1所列格式的兑換日的通知後,本臨時全球票據可全部或部分兑換,如相關最終條款中所規定的:(A)如果相關最終條款表明本臨時全球票據擬為新的全球票據,如有關最終條款顯示,本臨時全球票據並非擬為新全球票據,則為代表該等票據的永久全球票據(“永久全球票據”),其實質上按信託契約附表2所載格式(視乎完成與否)或(B)實質上符合信託契據附表3所載格式(視乎完成而定)的最終票據(“最終票據”)記錄於ICSD的記錄內的權益。在兑換整張臨時全球鈔票時,這張臨時全球鈔票將交予德意志銀行倫敦分行作為主要付款代理(“主要付款代理”,包括德意志銀行倫敦分行以德意志銀行倫敦分行與票據有關的指定辦事處的任何繼任者的身分),或按德意志銀行倫敦分行的指示交回。發行人應促使:(A)如果相關最終條款表明,本臨時全球票據的目的是新的全球票據,並且該臨時全球票據將在僅交換全部或部分該臨時全球票據的情況下兑換為永久全球票據,則此類交換的細節應按比例記入ICSD的記錄中,從而使該臨時全球票據所代表的票據面值減去如此交換的該臨時全球票據的面值;或(B)如有關最終條款表明本臨時全球票據並非擬為新全球票據,或如有關最終條款顯示本臨時全球票據擬為新全球票據,而本臨時全球票據將兑換為A43902758 40最終票據,則在僅兑換本臨時全球票據的部分時,應由發行人或其代表將有關交換的詳情記入本附表,據此,本臨時全球票據及由本臨時全球票據代表的票據的面值應減去如此兑換的本臨時全球票據的面值。本臨時全球票據交換永久全球票據時,應由發行人或其代表在永久全球票據的附表中填寫交換細節。如上所述,如果臨時全球票據的利益被交換為永久全球票據,則該永久全球票據的利益此後可被交換為最終票據,如上所述。]在交換日期前到期的利息只能在以下情況下支付:(A)將臨時全球票據提交給與票據有關的主要支付代理,但如果相關的最終條款表明該臨時全球票據打算作為一種新的全球票據,則無需提交該臨時全球票據;及(B)在歐洲結算銀行SA/NV或Clearstream Banking S.A.或任何其他相關結算系統的運營者發出的一份或多份證書交付給主要付款代理時或在一定程度上,該證書的日期不早於相關利息支付日期,其格式大致如本協議附件二所列。[●]在就本臨時全球票據支付利息的任何情況下,發行人應促使:(A)如果相關最終條款表明本臨時全球票據擬為新全球票據,則應將付款細節記入ICSD的記錄中;或(B)如果相關最終條款表明本臨時全球票據不打算成為新全球票據,則應在本協議的附表中註明。[在就本臨時全球票據支付本金或贖回金額,或本臨時全球票據所代表的票據將被註銷的任何情況下,發行人應促使:(A)如果相關的最終條款表明本臨時全球票據擬為新的全球票據,則該付款、贖回或註銷(視情況而定)的細節應按比例記入ICSD的記錄中,並在作出任何此類記項後,記錄在ICSD記錄中並由本臨時全球票據代表的票據的面值,應減去如此贖回和註銷的票據的面值總額,或減去支付此類款項的票據的總額(或在部分付款的情況下,減去相應的部分);及(B)如有關最終條款顯示本臨時全球票據並非擬為新的全球票據,(I)已就其作出上述付款(或如屬部分付款,則為其相應部分)的票據的本金總額,或以最終形式交付或將予註銷的票據的本金總額,及(Ii)本臨時全球票據的剩餘本金金額(即本臨時全球票據的先前本金金額減去上文(I)所述的款額)在附表內註明,因此,就所有目的而言,本臨時全球票據的本金金額應與最近如此註明的金額相同。A43902758 41就本臨時全球票據當時所代表的票據而到期的款項,須向本臨時全球票據的持票人支付,而如此支付的每一筆款項將解除發行人對此的責任。任何未能填寫上述記項的情況,均不影響該項清繳。本臨時全球票據以及由此產生或與之相關的任何非合同義務均受英國法律管轄,並將根據英國法律進行解釋。]發行人已在信託契據內,為受託人及票據持有人的利益,同意英格蘭法院具有司法管轄權聆訊及裁定因信託契據或票據(包括與信託契約或票據產生或相關的任何非合約責任有關的申索或爭議)而可能引起或與信託契約或票據相關的任何訴訟、訴訟或法律程序(“法律程序”),併為此目的不可撤銷地接受該等法院的司法管轄權管轄。發行人已於信託契據中同意,在英格蘭開展任何法律程序的法律程序文件,可透過預付郵資的掛號或記錄派遞函件寄往聯合利華(英國)信託契據第32條所載地址寄往發行人。本協議或信託契約中包含的任何內容均不影響以法律允許的任何其他方式送達法律程序文件的權利。提交英格蘭法院的司法管轄權並不(亦不得解釋為)限制受託人或票據持有人或他們中的任何人在任何其他具司法管轄權的法院提起法律程序的權利,如適用法律容許在任何其他司法管轄區提起法律程序,則在任何一個或多個司法管轄區提起法律程序亦不妨礙在任何其他司法管轄區提起法律程序(不論是否同時進行)。[4在德意志銀行倫敦分行確認並代表德意志銀行倫敦分行為主要支付代理之前,本臨時全球紙幣在任何情況下均無效,且如果相關最終條款表明本臨時全球紙幣擬為一種新的全球紙幣,其持有方式將允許歐元系統符合資格,或(Ii)發行人已通知主要支付代理適用,並由ICSD指定為共同保管人的實體完成。由一位正式授權的高級職員代表髮卡人手工簽署,作為見證。]簽發人姓名或名稱[通過]手動簽名[(正式授權)名稱:名稱:自]4如Issuer並非在英格蘭及威爾斯成立為法團,請填上。A43902758 42經德意志銀行倫敦分行認證為主要付款代理,無追索權、擔保或責任,由[●]手動簽名[s](正式授權)姓名:標題:[s]無追索權、無擔保或無責任地由共同保險人完成[手動簽名]5名稱:標題:5本臨時全球票據僅在以下情況下才需要生效:(I)按照相關最終條款的規定,本臨時全球票據旨在成為符合歐元系統條件的新全球票據,或(Ii)發行者已通知委託人付款代理適用生效。[A43902758 43附表6付款、最終票據的交付、永久全球票據的交換和票據的取消付款日期、交付或取消利息然後支付的本金金額或視情況而定,贖回金額然後支付最終本金總額然後交付本臨時全球票據的本金總額然後兑換永久全球票據本金總額然後註銷本臨時全球票據的剩餘本金授權簽署人6只有在相關的最終條款表明本臨時全球票據不打算成為新的全球票據的情況下,才應填寫本附表。A43902758 44附件一]就將本臨時通用票據兑換為永久通用票據或臨時通用票據而發出的證書格式:[簽發人姓名或名稱
債券本金總額及標題]茲證明,僅根據我們收到的書面證明、經測試的電傳或電子傳輸的證明,來自我們記錄中作為有權獲得以下部分本金的人的成員組織,(本公司「成員機構」),其效力大致載於1994年7月22日經修訂的信託契約,自本協議之日起,不時重申或補充。 [上述證券的本金金額(I)由下列人士擁有:(A)美國公民或居民,(B)國內合夥企業,(C)國內公司或其他應作為公司徵税的實體,(D)其收入應繳納美國聯邦所得税的遺產,或(E)信託(如果他們(X)受美國境內法院的主要監督)和一個或多個按1986年《國税法》(經修訂)定義的“美國人”,有權控制每個此類信託的所有重大決定或(Y)已根據適用的財政部法規作出有效選擇,將其視為國內信託基金(“美國人”),(Ii)由下列美國人擁有:(A)是美國金融機構(如美國財政部法規1.165-12(C)(1)(Iv)(“金融機構”)的定義)的外國分支機構)為自己的賬户購買或轉售,或(B)通過並在本協議日期持有證券(如美國財政部條例1.163-5(C)(2)(I)(D)(6)條所述)美國金融機構的外國分支機構(在(A)或(B)兩種情況下,每家此類美國金融機構已自行或通過其代理人同意,吾等可通知發行人或發行人的代理人其將遵守第165(J)(3)(A)條的要求,(B)或(C)經修訂的1986年《國税法》及其下的條例),(Iii)由美國或外國金融機構擁有,以便在限制期內轉售(如美國財政部條例1.163-5(C)(2)(I)(D)(7)條所界定),或(Iv)由非美國人士或在根據1933年美國證券法(“證券法”)(本條第(Iv)款中使用的術語應具有證券法下的S條例賦予它們的涵義)或州證券法賦予它們的交易中購買此類證券的美國人實益擁有,並進一步表明上文第(Iii)款所述的美國或外國金融機構(無論是否也在第(I)款中描述),(Ii)或(Iv))證明他們沒有為了直接或間接轉售給美國人或美國境內的人或其財產的目的而購買證券。吾等進一步證明:(I)吾等並無於此提供臨時全球證券的任何部分以供交換(或如相關,行使任何權利或收取任何利益),且(Ii)截至本證書日期,吾等並未收到任何成員組織的通知,表明該等成員組織就隨函提交的交換部分的任何部分(或行使任何權利或收取任何利益)所作的陳述不再真實,且於本證書日期不再可靠。這裏所用的“美國”是指美利堅合眾國(包括美國和哥倫比亞特區);其“財產”包括波多黎各、美屬維爾京羣島、關島、美屬薩摩亞、維克島和北馬裏亞納羣島。A43902758 45我們理解,根據美國的某些税法和某些證券法(如果適用),該認證是必需的。與此相關,如果與本認證相關或將與本認證相關的行政訴訟或法律訴訟被啟動或受到威脅,我們不可撤銷地授權您向該訴訟中的任何利害關係方出示本認證。日期:7][Euroclear Bank SA/NV/Clearstream Banking S.A.]通過[授權簽名]名稱:標題:7日期不得早於交換日期。A43902758 46附件II[就在交換日期前到期支付的利息而發出的證明書的格式:]簽發人姓名或名稱[債券本金總額及標題]茲證明,僅根據本公司已收到的書面證明、經測試的電傳或電子傳送,自本公司記錄中的成員組織(本公司的「成員組織」),作為有權獲得下文所列部分本金額的人士,其效力大致上載於1994年7月22日的信託契約(截至本協議日期) [●][●]上述證券的本金金額(I)由下列人士擁有:(A)美國公民或居民,(B)國內合夥企業,(C)國內公司或其他應作為公司徵税的實體,(D)其收入應繳納美國聯邦所得税的遺產,或(E)信託(如果他們(X)受美國境內法院的主要監督)和一個或多個按1986年《國税法》(經修訂)定義的“美國人”,有權控制每個此類信託的所有實質性決定,或(Y)已根據適用的財政部法規作出有效選擇,將其視為國內信託基金(“美國人”),(Ii)由下列美國人擁有:(A)為美國金融機構(如美國財政部法規1.165-12(C)(1)(Iv)(“金融機構”)的外國分支機構)為自己的賬户購買或轉售,或(B)通過並在本協議日期持有證券(如美國財政部條例1.163-5(C)(2)(I)(D)(6)節所述的“通過收購”和“持有”等術語)美國金融機構的外國分支機構(在(A)或(B)兩種情況下,每家美國金融機構均已代表其自身或通過其代理人同意,吾等可通知發行人或發行人的代理人其將遵守第165(J)(3)(A)條的要求,(B)或(C)經修訂的1986年《國税法》及其下的條例),或(Iii)由美國或外國金融機構擁有,目的是在限制期內轉售(如美國財政部條例1.163-5(C)(2)(I)(D)(7)條所界定),並進一步表明,上文第(Iii)款所述的美國或外國金融機構(無論是否也在第(I)或(Ii)款中所述)已證明它們沒有出於直接或間接轉售給美國人或在美國境內或其財產內的人的目的而購買該證券。這裏所用的“美國”是指美利堅合眾國(包括美國和哥倫比亞特區);其“財產”包括波多黎各、美屬維爾京羣島、關島、美屬薩摩亞、維克島和北馬裏亞納羣島。吾等進一步證明:(I)吾等並無於此提供臨時全球證券的任何部分以供交換(或如相關,行使任何權利或收取任何利益),且(Ii)截至本證書日期,吾等並未收到任何成員組織的通知,表明該等成員組織就隨函提交的交換部分的任何部分(或行使任何權利或收取任何利益)所作的陳述不再真實,且於本證書日期不再可靠。我們理解,根據美國的某些税法和某些證券法(如果適用),該認證是必需的。與此相關,如果與本認證相關或將與本認證相關的行政訴訟或法律訴訟被啟動或受到威脅,我們不可撤銷地授權您向該訴訟中的任何利害關係方出示本認證。[A43902758 47日期:8]Euroclear Bank SA/NV/Clearstream Banking S.A.[通過[授權簽名]名稱:標題:8不早於相關付息日期。A43902758 48附件III
前幾份證書中所指的賬户持有人證明格式:[簽發人姓名或名稱][債券本金總額及標題][茲證明,自本協議之日起,除下文所述外,您為我們的賬户持有的上述證券(I)由以下人士所有:(A)美國公民或居民;(B)國內合夥企業;(C)國內公司或其他應作為公司納税的實體;(D)其收入應繳納美國聯邦所得税的財產,不論其來源為何;或(E)信託(X)受美國境內法院的主要監督,且一個或多個1986年《國税法》(經修訂)所指的“美國人”有權控制每個此類信託的所有重大決定,或(Y)已根據適用的財政部條例作出有效選擇,被視為國內信託(“美國人”);(2)由美國人(S)擁有:(A)是美國金融機構(根據美國財政部條例1.165-12(C)(1)(Iv)節(“金融機構”)的定義)的外國分支機構,為自己的賬户購買或轉售,或(B)通過並在本協議日期持有證券(如美國財政部條例1.163-5(C)(2)(I)(D)(6)節所述的“通過”和“持有”等術語)美國金融機構的外國分支機構(在(A)或(B)兩種情況下,每一家美國金融機構特此代表其自身或通過其代理人同意:您可以告知發行人或發行人的代理人,其將遵守1986年修訂的《國税法》第165(J)(3)(A)、(B)或(C)節的要求,或(Iii)為美國或外國金融機構(S)所有,用於在限制期內轉售(定義見美國財政部條例1.163-5(C)(2)(I)(D)(7)),此外,如果證券的所有者是上文第(Iii)款所述的美國或外國金融機構(無論是否也在第(I)或(Ii)款中描述),則進一步證明該金融機構沒有出於直接或間接轉售給美國人或美國境內的人或其財產的目的而購買證券。這裏所用的“美國”是指美利堅合眾國(包括美國和哥倫比亞特區);其“財產”包括波多黎各、美屬維爾京羣島、關島、美屬薩摩亞、維克島和北馬裏亞納羣島。我們承諾,如果任何適用的聲明不正確,我們將在您打算按照您的操作程序為我們的賬户提交與您持有的證券有關的證明的日期或之前,通過測試過的電傳及時通知您,在沒有任何此類通知的情況下,可以假定此證明自該日期起適用。本認證例外且與以下內容無關]在吾等作出上述證明前,吾等不能就上述證券中的該等權益作出證明,而吾等亦明白,交換及交付最終證券(或如有關,行使任何權利或收取任何權益)是不能作出的。我們理解,根據美國的某些税法和某些證券法(如果適用),該認證是必需的。與此相關,如果與本認證相關或將與本認證相關的行政訴訟或法律訴訟被啟動或受到威脅,我們不可撤銷地授權您向該訴訟中的任何利害關係方出示本認證。A43902758 49日期:9[●]帳户持有人[●][作為票據受益所有人或其代理人。 通過 ]授權簽名[姓名: 標題: 9日期不得早於交易日期或(視情況而定)相關利息支付日期前15天。 A43902758 50永久全球票據系列號第二附表: ]序列號:[任何負有這一義務的美國人將受到美國所得税法的限制,包括國內税法第165(J)條和第1287(A)條規定的限制。][1本全球票據尚未也不會根據經修訂的1933年美國證券法(“證券法”)註冊,並且不得在美國或向美國人發行或出售,或為了美國人的利益而發行或出售,但某些交易除外。證券法和所有適用州證券法的註冊要求。此處使用的術語具有《證券法》規定的含義。 1在所有到期日超過365天的票據上包括方括號語言。 ][發行人名稱](合併於2 [●]有限責任)永久全球註釋
全球票據本金金額[●][表示高達]系列本金合計[附註的標題]由3無條件且不可撤銷地保證[本永久全球票據是針對以下對象發行的][永久全球票據本金金額][一次發行的本金]系列本金合計[●]合計本金金額[●][註釋標題](《註釋》)作者:[發行人名稱](the“發行人”),並享有擔保(“擔保”)的利益, [●](“擔保人”[●][”)包含在以下定義的信託契約中。該等票據由發行人與該等發行人的其他各方(擔保人)訂立的日期為一九九四年七月二十二日的信託契據(「信託契據」,其中包括任何修訂或補充)構成]及該文件所列為擔保人的其他各方及The Law Debrider Trust Corporation p.l.c.作為受託人(“受託人”,該詞應包括The Law Debrider Trust Corporation p.l.c.)的任何繼承人。以其身份不時為票據持有人提供)。 發行人已收到承諾,所有承諾均符合票據之條件(定義見信託契約)及就票據擬備之最終條款或定價補充(如適用)(“最終條款”),於交回本票據時向持票人付款,
A43902758 51 [到期日]或在較早的日期,按該日期支付本金。 [●]字數和數字命名[或其中指明的其他贖回金額 ]並在該通知書所指明的日期,按通知書所指明的利率,繳付該等本金的利息。[,均受條件所限,並符合條件。如果相關的最終條款表明該永久全球票據旨在成為一種新的全球票據,則該新全球票據所代表的票據的面值應為歐洲清算銀行SA/NV和Clearstream Banking S.A.(統稱為ICSD)不時記錄的總金額。ICSD的記錄(在本永久全球票據中的表述是指每個ICSD為其客户持有的反映該客户在該永久全球票據所代表的票據中的權益的金額的記錄)應為該永久全球票據所代表的票據面額的確鑿證據,而為此目的,由ICSD發佈的説明該永久全球票據在任何時間所代表的票據的名義金額的聲明應為該ICSD當時記錄的確鑿證據。如果相關的最終條款表明,這張永久全球票據不打算是一種新的全球票據,則該永久全球票據所代表的票據的面值應為2插入發行人註冊成立的管轄權,如果聯合利華金融荷蘭公司是發行人,則包括“並將其公司所在地設在荷蘭鹿特丹”。3填寫擔保人姓名或名稱(S)。A43902758 52適用的最終條款中所述的金額,如果金額較低,則為發行人或其代表最近在本合同附表相關欄中輸入的名義金額。本永久全球票據的持票人有權享有發票人方面的相同義務的利益,猶如該持票人是本書所述票據的持票人一樣,而根據本永久全球票據向持票人支付的所有款項均屬有效及有效,以清償及解除發票人就該等票據所承擔的相應法律責任。如有關最終條款有此規定,本永久全球票據可於持票人行使有關選擇權後全部(但非僅部分)兑換為實質上符合信託契約附表3所載格式的最終票據(“最終票據”),除非有關最終條款另有規定,否則費用由發行人承擔。為行使該選擇權,持票人必須於該最終票據交付日期前不少於45天,將本永久全球票據存入德意志銀行倫敦分行作為主要付款代理(“主要付款代理”),並於填妥本票據上註明的兑換表格後,於指定辦事處交存(“主要付款代理”一詞應包括德意志銀行倫敦分行以其身份的任何繼任者)。在任何情況下,如果任何票據在違約事件(定義見條件10A)後到期並應償還,並且在下午6點之前沒有適當贖回(就影響贖回的目的而言,贖回所需資金無法向主要付款代理提供),則該永久全球票據將可全部但不部分(費用由發行方承擔)兑換為最終票據。(倫敦時間)在該等票據可立即贖回的時間後第30天,或如歐洲結算銀行SA/NV或Clearstream Banking S.A.或任何其他有關結算系統的營運者停止作為結算系統運作(公眾假期除外),或應宣佈有意永久停止業務,而在90天內將該等票據轉移至另一結算系統並不切實可行。][在任何就該永久全球票據支付利息的情況下,發行人應促使:(A)如果相關的最終條款表明該永久全球票據擬為一種新的全球票據,則應在ICSD的記錄中記錄該付款的細節;或(B)如果相關的最終條款表明該永久全球票據的意圖不是一種新的全球票據,則在本協議的附表中註明該支付細節。]凡就本永久全球票據支付本金或贖回金額,或在本永久全球票據按上述方式兑換時,或在本永久全球票據所代表的任何票據將予註銷的情況下,發行人應促使:(A)如有關的最終條款顯示本永久全球票據擬為一種新的全球票據,則該等付款、贖回、交換或註銷(視屬何情況而定)的詳情應按比例記入ICSD的記錄內,並在作出任何該等記項後,記錄在ICSD記錄中並由本永久全球票據代表的票據的面值,應減去如此贖回和註銷的票據的面值總額,或減去支付此類款項的票據的總額(或在部分付款的情況下,減去相應部分);及(B)如有關的最終條款顯示本永久全球票據並非擬為新的全球票據,(I)已就其作出上述付款(或如屬部分付款,則為其相應部分)的票據的本金總額,或以最終形式交付或將予註銷的票據的本金總額,及(Ii)本永久全球票據的剩餘本金金額(即先前的本金金額減去上文(I)所述的款額),列於本附則的附表內,因此,就所有目的而言,本永久全球票據的本金金額應與最近如此註明的金額相同。就本永久全球票據當其時所代表的票據而到期的款項,須向本永久全球票據的持票人支付,而如此支付的每一筆款項,將會解除發行人對該票據的責任。任何未能填寫上述記項的情況,均不影響該項清繳。如果最初代表票據的臨時全球票據僅部分兑換了該永久全球票據,然後將就該永久全球票據的剩餘本金或部分進一步兑換,則在就該票據在其指定辦事處向主要付款代理人出示該永久全球票據時,如果該臨時全球票據的本金總額因該進一步交換而減少,則出票人應促使:(A)如果適用的最終條款表明該永久全球票據擬為一種新的全球票據,此種交流的細節應記入ICSD的記錄中;或(B)如果適用的最終條款表明本永久全球票據不打算成為新的全球票據,則此類交換的細節應由發行人或其代表在本協議的附表中填寫。在進行任何此類交換時,本永久全球票據所代表的票據的面值應增加所交換的票據的面值。本永久全球票據以及由此產生或與之相關的任何非合同義務均受英國法律管轄,並將根據英國法律進行解釋。[●]發行人已在信託契據內,為受託人及票據持有人的利益同意,英格蘭法院具有司法管轄權聆訊及裁定因信託契據或票據(包括與信託契約或票據產生或相關的任何非合約責任)(“法律程序”)可能引起或相關的任何訴訟、訴訟及法律程序(“法律程序”),併為此目的不可撤銷地接受該等法院的司法管轄權管轄。發行人在信託契約中同意,在英格蘭開展任何法律程序的法律程序文件,可透過預付郵資的掛號或記錄派遞函件郵寄至聯合利華(英國)當時的信託契約第32條所載地址而送達發行人。本協議或信託契約中包含的任何內容均不影響以法律允許的任何其他方式送達法律程序文件的權利。提交英格蘭法院的司法管轄權不應(也不得解釋為)限制受託人或票據持有人或他們中的任何人在任何其他具有司法管轄權的法院提起法律程序的權利,在適用法律允許的範圍內,在任何一個或多個司法管轄區提起法律程序,亦不得阻止在任何其他司法管轄區(不論是否同時進行)進行法律程序。[4在德意志銀行倫敦分行確認並代表德意志銀行倫敦分行為主要付款代理之前,本永久全球紙幣在任何情況下均無效,且如果相關最終條款表明,本永久全球紙幣擬為一種新的全球紙幣,其持有方式將允許歐元系統具有資格,或(Ii)發行人4在發行人並非在英格蘭或威爾士註冊成立的情況下插入。A43902758 54已通知委託人付款代理,生效將由ICSD指定為共同保險人的實體完成。由一位正式授權的高級職員代表髮卡人手工簽署,作為見證。]發行人名稱[通過]手動簽名[(正式授權)名稱:名稱:自]A43902758 55經德意志銀行倫敦分行認證為主要付款代理,無追索權、擔保或責任,由[手動簽名](正式授權)姓名:標題:[●]無追索權、無擔保或無責任地由共同保險人完成[s]手動簽名[s]5名稱:標題:5本永久全球票據僅在以下情況下才需要生效:(I)按照相關最終條款的規定,本永久全球票據旨在成為符合歐元系統條件的新全球票據,或(Ii)發行者已指示主要付款代理適用生效。A43902758 56更換通知……作為該永久全球票據的持有者,在該永久全球票據存放於其指定辦事處時,為該票據的目的,現行使選擇權,將該永久全球票據整體兑換為最終形式的票據,並指示該等最終形式的票據可供其從主要付款代理人的指定辦事處領取。按(正式授權)名稱:標題:A43902758 57附表6付款、交付最終票據、進一步交換臨時全球票據和取消票據付款日期、交付、進一步交換臨時全球票據或取消利息然後支付的本金或(視屬何情況而定)贖回金額然後支付最終票據的本金總額然後交付臨時全球票據的進一步交換的本金總額本次永久全球票據授權簽署的本金6只有在相關的最終條款表明本全球票據不打算成為新的全球票據的情況下,才應填寫附表。A43902758最終説明A部分的第三附表格式[在附註的封面上:]面額[任何負有這一義務的美國人將受到美國所得税法的限制,包括國內税法第165(J)條和第1287(A)條規定的限制。]1本票據沒有也不會根據1933年修訂後的《美國證券法》(以下簡稱《證券法》)進行登記,不得在美國境內或為美國人的賬户或利益進行發售或出售,除非在某些交易中不受證券法和所有適用州證券法的登記要求的約束。本辦法所用術語,與證券法S規定的含義相同。[聯合利華為總部設在荷蘭鹿特丹的荷蘭B.V.公司提供資金/聯合利華(英國)]系列本金合計[附註的標題]無條件且不可撤銷地保證[聯合利華(英國)和聯合利華美國公司在聯合和多個基礎上/聯合利華美國公司]2個這個[註釋標題]形成了一系列[註釋標題](“債券”)本金總額為[●][●]
插入系列本金總額[頒發者]聯合利華財務荷蘭公司/聯合利華(英國)[2作為發行人(“發行人”),並享有以下擔保的利益[聯合利華(英國)和聯合利華美國公司/聯合利華美國公司]3(“擔保人”[“載於下文界定的信託契據內)][以共同和各別為基礎][並依據一份日期為1994年7月22日的信託契據(“信託契據”,其表述須包括對該契據的任何修訂或補充)發出,而該契據是發行人與其內指名為發行人、擔保人的其他公司之間訂立的]和其他被指名為擔保人的公司和作為受託人的法律債權信託公司。價值發行者收到的承諾,全部符合條款和條件[在此批註/附於此/以引用方式併入本文]2 [及與票據及信託契據有關而擬備的最後條款,以在本證書交出時支付予持票人][到期日]或在可能因此而成為須支付的本金款額的較早日期:[文字和數字的面額]1在所有到期日超過365天的票據上包括括號內的語言。2適當修訂。[A43902758 59或其中指定的其他贖回金額]並在該通知書所指明的日期,按通知書所指明的利率支付本合同本金的利息。[根據荷蘭《儲蓄證法案》(Wet Inzake Spaarbewijzen),本票的每次轉讓和承兑(非從事專業或行業的個人之間的轉讓和承兑除外):(A)必須通過出票人或阿姆斯特丹泛歐交易所的一名成員進行調解;及(B)如果涉及實物交付,則必須記錄在交易票據中,其中包括每一方的名稱和地址、交易性質以及所轉讓票據的編號和序列號。]根據荷蘭《儲蓄證法案》(Wet Inzake Spaarbewijzen),凡轉讓及承兑本票(並非從事某專業或行業的人士者除外):(A)必須經由發票人或阿姆斯特丹泛歐交易所的一名成員調解;及(B)如涉及實物交付,且除非是在專業借款人與專業貸款人之間進行,則必須記錄在交易票據內,該票據須包括每一方的名稱及地址、交易性質及所轉讓票據的編號及序號。[本説明不應]本票據及任何附屬於本票據的利息券在本票據獲認證為主要付款代理及代表其作為主要付款代理前,在任何情況下均無效。本票據以及由此產生或與之相關的任何非合同義務均受英國法律管轄,並應按照英國法律進行解釋。一位正式授權的官員代表髮卡人的傳真簽名作為見證。[聯合利華荷蘭財務公司/聯合利華(英國)]簽發人姓名或名稱[通過]手動或傳真簽名[s](妥為授權)3只在附註有利息之處填寫。4如果票據(I)是零息票據或符合《荷蘭儲蓄券法案》(Wet Inzake Spaarbewijzen)定義的其他票據,(Ii)在主要交易過程中或緊隨其後在荷蘭實際發行或在荷蘭發行,(Iii)不在泛歐交易所阿姆斯特丹證券交易所上市,以及(Iv)不符合商業票據或存單的資格。5如果票據(I)是零息票據或符合《荷蘭儲蓄券法案》(Wet Inzake Spaarbewijzen)定義的儲蓄券的其他票據,(Ii)在主要交易過程中或緊隨其後在荷蘭實際發行或分發,(Iii)沒有在泛歐交易所阿姆斯特丹證券交易所上市,以及(Iv)符合商業票據或存單的資格。6只在不計息的附註之處填寫。7只在附註有利息的地方填寫。8適當修訂。A43902758 60名稱:標題:截至[經德意志銀行倫敦分行認證為主要付款代理,無追索權、擔保或責任,由]手動簽名[s](duly授權) 產品名稱: 標題: [如果沒有規定支付利息的單獨息票,則應包括適當的網格,以記錄本金和/或利息的支付(視情況而定)。]在附註的背面:[條款和條件 ]載於附表4,並由有關的最終條款補充[在條款和條件的末尾:]主要付款代理德意志銀行倫敦分行温徹斯特街1號倫敦EC2N 2DB付款代理荷蘭銀行Gustav Mahlerlaan 10郵政信箱283(HQ7050)1000 EA荷蘭阿姆斯特丹A43902758 61 B部分優惠券表格
隨附附註(計息、固定利率、有優惠券):[任何負有這一義務的美國人將受到美國所得税法的限制,包括國內税法第165(J)條和第1287(A)條規定的限制。]3. [聯合利華為總部設在荷蘭鹿特丹的荷蘭B.V.公司提供資金/聯合利華(英國)]4 [10由無條件且不可撤銷地保證 ]5 [UNILEVER PLC和UNILEVER United States,INC.聯合和個別的基礎上/UNILEVER United States,INC.]6 [債券的金額及名稱[序列號:]8 [優惠券]到期日期[此優惠券須支付給持票人(受條款和條件約束 ]背書/附於/以提述方式併入[●][●]這個[註釋標題](the“注”),本優惠券所涉及的最後條款,該票據對本息票持有人具有約束力,不論其當時是否附於該票據),在主要付款代理或任何付款代理的辦事處,(或任何其他或其他付款代理人及╱或不時妥為委任並通知票據持有人的指定辦事處)。 [本優惠券所涉及的票據,在該等條款及條件所指明的若干情況下,可能在本優惠券到期日前到期贖回。在此情況下,本優惠券將失效,且不會就此付款。][聯合利華荷蘭財務公司/聯合利華(英國)]13 通過 [手動或傳真簽名][14 (duly授權) 姓名: 標題: 9在所有到期日超過365天的票據上包括方括號語言。 10酌情修改。 11酌情修改。 12如果優惠券在提前贖回票據時不會失效,則刪除。 13酌情修改14就聯合利華金融荷蘭有限公司而言,包括簽署人的姓名和頭銜。 A43902758 62 ]在每張優惠券的反面[A43902758 63主要付款代理德意志銀行股份公司倫敦分行温徹斯特大廈1 Great Winchester Street London EC 2 N 2 DB 付款代理ABN AMRO Bank NV Gustav Mahlerlaan 10 PO Box 283(HQ7050)1000 EA阿姆斯特丹荷蘭 A43902758 64 C部分 ][附註(附息、浮息及附息):]9 [任何負有這一義務的美國人將受到美國所得税法的限制,包括國內税法第165(J)條和第1287(A)條規定的限制。]聯合利華為總部設在荷蘭鹿特丹的荷蘭B.V.公司提供資金/聯合利華(英國)[16由無條件且不可撤銷地保證 ]11 [UNILEVER PLC和UNILEVER United States,INC.聯合和個別的基礎上/UNILEVER United States,INC.][債券的金額及名稱[●]]年到期利息的票面利率[●]該款項須予支付(受條款及條件規限[●]批註/附連/以參考方式併入[這個]註釋標題[(“附註”)於主要付款代理人或本附註背面所列任何付款代理人的辦事處(或不時妥為委任並通知票據持有人的任何其他或其他付款代理人及/或指定辦事處),以及其中所指對本券持有人具約束力的最終條款(不論是否附於該票據)。]本優惠券所涉及的票據,在該等條款及條件所指明的若干情況下,可能在本優惠券到期日前到期贖回。在此情況下,本優惠券將失效,且不會就此付款。[聯合利華荷蘭財務公司/聯合利華(英國)]12 [●][19 通過 ]手動或傳真簽名[20 (duly授權) 姓名: 標題: 15在所有到期日超過365天的票據上包括方括號語言。 16酌情修改。 17酌情修改。 18如果優惠券在提前贖回票據時不會失效,則刪除。 19酌情修改。 20就聯合利華金融荷蘭有限公司而言,包括簽署人的姓名和頭銜。 A43902758 65 ]每張優惠券背面:[主要付款代理德意志銀行股份公司倫敦分行温徹斯特大廈1 Great Winchester Street London EC 2 N 2DB 付款代理ABN AMRO Bank NV Gustav Mahlerlaan 10 PO Box 283(HQ7050)1000 EA阿姆斯特丹荷蘭 A43902758 66 D部分Talon形式 ]
附註(附息及附息):[任何負有這一義務的美國人將受到美國所得税法的限制,包括國內税法第165(J)條和第1287(A)條規定的限制。][聯合利華為總部設在荷蘭鹿特丹的荷蘭B.V.公司提供資金/聯合利華(英國)]15 [22由無條件且不可撤銷地保證 ]UNILEVER PLC和UNILEVER United States,INC.聯合和個別的基礎上/UNILEVER United States,INC.[債券的金額及名稱]17 [爪子用於進一步的優惠券在所有屬於本爪子附屬的票據的優惠券到期後,進一步的優惠券](包括購買更多優惠券的塔龍)[●]將在主要付款代理或本協議背面所列的任何付款代理的指定辦事處(或任何其他或進一步付款代理和/或根據條款和條件不時正式提供的指定辦事處)發出 [背書/附於/以提述方式併入]這個[註釋標題](the在出示和交出本Talon後,本Talon所屬的“票據”)以及其中提及的最終條款(無論是否附於該票據,對本Talon持有人具有約束力)。初始付款代理人及其指定辦事處見本協議背面。 根據上述條款和條件,在某些情況下,該等票據可能在本Talon的原定兑換到期日之前到期贖回,在任何情況下,本Talon將失效,不得就本Talon進行兑換。 [聯合利華荷蘭財務公司/聯合利華(英國)]18 [●][23 通過 ]手動或傳真簽名[24 (duly授權) 姓名: 標題: 21在所有到期日超過365天的票據上包括方括號語言。 22酌情修改。 23酌情修改。 24就聯合利華金融荷蘭有限公司而言,包括簽署人的姓名和頭銜。 ]在每個爪的背面:[主要付款代理德意志銀行倫敦分行倫敦大温徹斯特街1號温徹斯特大廈EC2N 2DB付款代理荷蘭銀行Gustav Mahlerlaan 10 P.O.Box 283(HQ7050)1000 EA阿姆斯特丹A43902758 68票據的附表4條款及條件由聯合利華財務荷蘭公司(“聯合財務”)與聯合利華(英國)(“PLC”)作為發行人(“發行人”及各自的“發行人”)訂立的日期為1994年7月22日的信託契據(“信託契據”,表達將包括對該等條款或補充的任何修訂或補充或其任何重述)組成。該表述應包括根據條件15預期成為發行人的任何集團公司(定義見下文)、作為票據擔保人的PLC和Unilever United States,Inc.(“擔保人”和各自為“擔保人”)和法律債務信託公司。(“受託人”一詞應包括法律債券信託公司的任何繼承人。作為每個系列債券持有人(“債券持有人”)的受託人。根據信託契約,由(I)UFN發行的債券(“UFN債券”)由PLC及Unus以聯名及各別方式無條件及不可撤銷地擔保,及(Ii)PLC(“PLC票據”及連同UFN債券一起,“債券”)由Unus無條件及不可撤銷地擔保。本文中的若干陳述為信託契約的摘要,並受信託契約的詳細條文所規限,信託契約包括票據的形式及附屬於票據的息票(“息票”)(如有)。 票據持有人和優惠券持有人(“優惠券持有人”)有權享受信託契約和付款代理協議所有條款的利益、受其約束,並被視為已通知這些條款。信託契約和付款代理協議的副本可在正常營業時間內在受託人當時的註冊辦事處(截至本信息備忘錄日期,位於第八層,100 Bishopsgate,London EC 2 N 4AG)和每個付款代理人的指定辦事處查閲。債券按系列發行(每個系列為“系列”),而每個系列可包括一批或多批(“批”及“批”)債券。每一批債券將作為由發行人或其代表編制的最終條款或定價補充文件(“最終條款”)的標的,就將於阿姆斯特丹泛歐交易所(“阿姆斯特丹泛歐交易所”)及/或香港聯合交易所及/或新加坡交易所上市的債券而言,其副本將送交阿姆斯特丹泛歐交易所及/或香港聯合交易所及/或新加坡交易所,並可於就該等債券委任的付款代理人的指定辦事處查閲。在該等條款及條件中,除另有明文規定外,凡提及票據,即指有關係列票據,凡提及息票,即指有關係列票據所附的息票,凡提及發行人,即指該等票據的發行人,凡提及擔保人(S),即指該發行人(S)在該等票據項下的責任的擔保人(S),而凡提及付款代理人,即指就該等票據委任的付款代理人。除此外,大寫術語應具有信託契約中賦予該術語的含義,除非在本文中有此定義。A43902758 691表格及面額(A)紙幣以不記名形式發行。每張票據為固定利率票據、浮動利率票據或零息票據或上述任何一種票據的組合。每張紙幣的所有付款均須以紙幣上所示的貨幣支付。在相關部分的票據分發完成後40天,並提供了美國財政部規定的關於其實益所有權的證明(採用臨時全球票據或其他替代形式)的日期或之後,臨時全球票據的利息可交換為:(I)代表該部分票據的永久全球票據(“永久全球票據”)的利息,並基本上以信託契約所列的形式(視修訂和完成而定);或(Ii)不記名形式的最終票據(“最終票據”),按信託契約所列明的格式(視乎修訂及填寫而定)按順序編號。如根據上文第(I)款將臨時全球票據的權益交換為永久全球票據的權益,則該永久全球票據的權益其後可交換為上文第(Ii)條所述的最終票據。每次將臨時全球票據的利益交換為永久全球票據或最終票據的利益,以及每次將永久全球票據的利益交換為最終票據,均應在美國境外進行。(C)如果某一批票據的利息支付到期日期恰逢該批票據的任何一批票據由臨時全球票據代表時,則相關利息的支付將僅在美國財政部法規要求的關於其實益所有權的證明(以臨時全球票據中規定的形式或其他可能取代它的形式)已由歐洲結算銀行SA/NV(“歐洲結算”)、Clearstream Banking S.A.收到的範圍內進行。 永久全球票據的本金或利息(如果有)將通過Euroclear或Clearstream(盧森堡)支付,無需任何認證。(D)如有關最終條款有此規定,永久全球票據的權益可由該永久全球票據持有人選擇及根據EuroClear、Clearstream、盧森堡及/或任何其他相關結算系統當時的規則及程序全部(但非部分)交換,除非有關最終條款另有規定,否則可由發行人支付費用,以交換最終票據。為行使該選擇權,持有人必須於需以全球或最終形式交付最終票據的日期前不少於45天,將有關的永久全球票據存入主要付款代理,並在其上妥為填妥兑換通知表格。在任何情況下,永久全球票據的權益將可全部(但不是僅部分)交換,費用由發行人承擔。對於最終票據,(I)如果相關係列的任何票據在違約(定義見A43902758 70條件10A)後到期並應償還,或(Ii)如果歐洲結算或Clearstream、盧森堡或任何其他相關結算系統應停止作為結算系統(公眾假期除外),或應宣佈有意永久停止業務,且在90天內將有關票據轉移至另一結算系統並不切實可行。對於以臨時全球票據表示的可兑換為最終票據的任何發行的票據,或由持有者選擇可兑換為最終票據的永久全球票據表示的票據發行,此類票據只能以至少指定面額(或如果超過一種指定面額,則為最低指定面額)及其倍數的本金金額進行交易。“此外,任何發行的票據,如以可兑換為最終票據的臨時全球票據代表,則不得采用這種指定面額的結構。如果債券在以NGN形式發行的適用最終條款中註明,將通知相關結算系統,無論該等債券是否打算以允許歐元系統符合資格的方式持有。將全球票據存放在共同保管人處並不一定意味着這些票據在發行時或在其存續期內的任何或所有時間都將被歐元系統承認為歐元系統貨幣政策和日內信貸操作的合格抵押品。這種認可將取決於對歐元體系資格標準的滿足程度。(E)計息最終票據在首次交割時須附有票息,而在下述某些情況下,出示票息將是支付利息的先決條件。如果適用,計息最終票據在最初交付時也將附有進一步息票的爪子(“爪子”),在上下文允許的情況下,“息票”一詞應包括爪子。(F)在所有到期日超過365天的紙幣上以及(就最終紙幣而言)與此相關的票券和利爪上將出現以下圖例:“任何持有這一義務的美國人將受到美國所得税法規定的限制,包括《國內税法》第165(J)和1287(A)節規定的限制”。 票據的面額(g)在遵守當時適用的法律和監管要求的情況下,(i)票據將以一種或多種面額為單位(每個面額必須可以被最小面額或被面額之間的最小增量整除,相關最終條款中規定的以較小者為準)和(ii)不得根據該計劃發行最低面額低於100歐元的票據,000(或其等值的其他貨幣)。一種面額的紙幣在首次交付後不得兑換為任何其他面額的紙幣。 ]A43902758 71票據的貨幣(H)票據可以以任何貨幣(包括但不限於歐元(如條件8C(3)所界定)計值),但須遵守所有適用的法律或法規要求。提及“附註”(I)就本條款及條件而言,凡提及“附註”,應視乎文意所需,視為指臨時全球票據、永久全球票據或最終票據。2債券的地位在符合條件4的情況下,債券構成發行人的直接、無條件及無抵押債務(如上文所述),並將與發行人現有及未來的所有其他無抵押及無從屬債務(法律優先的債務除外)並列。3擔保的地位在符合條件4的情況下,每個擔保人在擔保下的債務構成該擔保人的無擔保債務,並且(在符合前述規定的情況下)與該擔保人現在和未來的所有其他無擔保和無從屬債務具有同等的地位(受法律所希望的任何義務的約束)。A43902758 72(B)對臨立會債券的否定質押只要任何臨立會債券仍未償還(定義見信託契約),臨立會將不會就其現時或將來的全部或任何主要部分業務或資產(包括任何未催繳資本)設立任何按揭、押記、留置權、質押或其他抵押權益,以擔保任何人的任何債務(或就其提供的任何擔保或彌償),除非該等按揭、押記、留置權、質押或其他抵押權益須以該等按揭、押記、留置權、質押或其他抵押權益作抵押,質押或其他抵押權益須以同樣方式或以受託人滿意的方式,或以受託人滿意的方式,或以受託人絕對酌情決定認為對債券持有人的利益不會較少的方式提供,或以受託人絕對酌情決定權認為對債券持有人的利益不會較少的方式或按信託契據所界定的特別決議批准的方式提供,但本條件第4(B)條所載的限制不適用於:(I)純粹因強制施行法律而產生的任何按揭、押記、留置權、質押或其他抵押權益;及(Ii)根據荷蘭銀行家協會(Nederlandse Vereniging Van Banken)的《阿爾蓋明·沃瓦登法案》(《一般條款和條件》)及/或金融機構適用的類似條款(如適用)而產生的對PLC資產的任何抵押。臨立會及其集團公司(指根據英國有關綜合賬目的立法規定須合併的公司)(“聯合利華集團”及聯合利華集團內的任何公司在此稱為“集團公司”)的固定資產及流動資產總值,該等價值及資產乃參照當時公佈的聯合利華集團經審計的綜合資產負債表釐定。臨時立法會核數師如認為(1)臨時公司所提供的證明書(顯示有關部分的固定資產及流動資產,以及以聯合利華集團固定資產及流動資產的百分比表示的固定資產及流動資產)所顯示的數額,已準確摘錄自聯合利華集團的會計紀錄,及(2)該部分的固定資產及流動資產佔聯合利華集團的固定資產及流動資產的百分比已正確計算,則在沒有明顯錯誤的情況下,即為該報告所涉及事項的確鑿證據。5標題(A)票據和優惠券的標題將以遞送方式傳遞。在此,凡提及票據或息票的“持有人”,即指該票據或息票的持有人。(B)就付款及所有其他目的而言,發行人、擔保人(S)、受託人及付款代理人可將任何票據或息票的持有人當作及視為該票據或息票的絕對擁有人(不論該票據或息票是否已逾期,亦不論該票據或息票曾否遺失或被盜,或任何其他人就其權益提出任何申索的明示或推定通知)。與每批計息票據有關的最終條款須指明條件6A、6B或6C中的哪一項(且只適用於其中一項)適用,而條件6D將適用於其中所指明的每批計息票據。條件6G適用於零息票據。(A)本條件第6A條在有關最終條款中指明為適用的固定利率票據,須自其發行日期(“發行日期”)(在有關最終條款中指明)或自有關最終條款中指明的其他日期起,按有關最終條款所指明的一個或多個年利率(或其他利率)(“固定利率”)計息。該等利息將於有關最終條款所指定的日期(“固定利息支付日期”)及其最終到期日(“到期日”)到期支付。就在有關的最終條款中指明為適用的本條件第6A條所關乎的任何票據而須支付的利息款額,須以固定利率與(I)如屬全球形式的任何該等票據的本金款額的乘積計算;或(Ii)如屬最終形式的任何該等票據,則在每種情況下,計算金額以有關最終條款所指明的適用日計算分數(定義見條件6E(6))計算,並將所得數字舍入至相關指定貨幣的最接近的子單位,任何該等子單位的一半將根據適用的市場慣例向上舍入或以其他方式向上舍入。如果相關最終條款中沒有規定計日分數,則對於以美元以外的任何貨幣計價的票據,適用的計日分數應為實際/實際(ICMA)(如條件6E(6)(Ii)所定義),對於以美元計價的票據,適用的計日分數應為30/360(如條件6E(6)(V)所定義)。(B)浮動利率(屏幕利率釐定)(1)在有關最終條款中指明適用本條件6B的票據,須按按照本條件6B釐定的年利率(或其他利率)計息。(2)該等票據須自發行日期(如有關最終條款所指明)或有關最終條款所指明的其他日期起計息。該等利息將於每個付息日(定義見條件6E(1))及最終到期日(“到期日”)(如有)支付。(3)與本條件6B被指明為適用的附註有關的相關最終條款應指明路透社屏幕或任何其他信息自動售賣服務上的哪一頁面(“相關屏幕頁面”)應適用。就這些目的而言,“路透社屏幕”是指路透社貨幣市場利率服務(或可能被指定為信息供應商的其他服務,目的是連續顯示可比利率)。該等票據的參考利率為歐元銀行同業拆息A43902758 74(“EURIBOR”),按有關最終條款(“參考利率”)所指明的有關期間計算。00005向上四捨五入)根據利息確定日期相關時間相關屏幕頁面上參考利率顯示的利率(或多個利率),在相關利息期的一段時間內以相關貨幣計算(定義見條件6 B(6))。 如果兩家或以上此類銀行向發行人提供此類報價,則該利息期的利率應為此類報價的算術平均值(四捨五入(如有必要)至小數點後四位,向上四捨五入0.0005)。“歐元區”是指由不時以歐元作為貨幣的歐盟成員國組成的地區; [A43902758 75(iii)如果在任何利息確定日期,該銀行僅引用三種此類存款利率,則確定代理將確定算術平均值(按上述四捨五入)所引用的費率;或(iv)如果該等銀行報價的利率少於三種或沒有,確定代理將確定相關金融中心四家主要銀行報價的算術平均值(如第8B(1)條所定義)(或者,如果是歐元計價的票據,則在發行人可能選擇的金融中心進行),由發行人選擇,時間約為上午11點除非在相關最終條款中另有規定,否則最低利率應視為零。(5)釐定代理人將在釐定每一利息期間的利率後,在切實可行範圍內儘快計算就有關利息期間的有關最終條款所指明的該等票據的每一面額的本金而須支付的利息款額(“利息款額”)。計算利息金額的方法是乘以該利息期間的利率與:(I)如屬全球形式的該等票據,則為該等票據的本金金額;或(Ii)如屬最終形式的該等票據,則計算金額分別乘以相關最終條款所載的適用日期計算分數,並將所得數字四捨五入至相關指定貨幣的最接近的子單位,任何該等子單位的一半將根據適用的市場慣例向上舍入或以其他方式向上舍入。如在相關最終條款中指明為適用此條件6B的票據的面額包括多於一項計算金額,則就該票據應付的利息款額須為組成面額的每項計算金額的總和(按上文所述方式釐定),而不作任何進一步舍入。如果相關最終條款中沒有指明計日分數,則對於以英鎊以外的任何貨幣計值的票據,適用的計日分數應為實際/360(如條件6E(5)所定義),而對於以英鎊計值的票據,適用的計日分數應為實際/實際(ISDA)(如條件6E(5)所定義)。上午00:00(布魯塞爾時間);或(B)在任何其他情況下,大約上午11點。(4)“目標日”是指目標系統開放的一天(如條件8B(1)(3)所界定);和(5)“次級單位”對於歐元以外的任何貨幣,是指該貨幣所在國家可用作法定貨幣的最低數額,對於歐元,是指1美分。參考複合每日索尼亞的浮動利率票據的屏幕利率釐定-非指數釐定(7)與下列票據有關的每一利息期間的利率(一如條件6E(1)所界定):(I)本條件6B指明為適用的票據;(Ii)有關票據的參考利率在有關的最終條款中指明為“複合每日索尼亞”;及(Iii)“指數釐定”在相關最終條款中被指明為“不適用”,則在下述規定的規限下,就該利息期間加或減去(如適用最終條款所示)釐定代理人(即主要付款代理人或適用最終條款所指名的任何其他一方)所釐定的適用保證金,須按每日索尼婭計算。000005向上四捨五入): A43902758 77 ][(1+ SONAi-pLBD x ni 365)-1 do i=1 ]21 [* 365天 其中:(i)“d”是日曆天數: a.如果適用的最終條款中將“滯後”指定為觀察方法,則相關利息期;或 B.如果適用的最終條款中將“輪班”指定為觀察方法,則相關觀察期; (ii)“做”的意思是: a.如果適用的最終條款中將“滯後”指定為觀察方法,則相關利息期內的倫敦銀行營業天數;或 B.如果適用的最終條款中將“轉移”指定為觀察方法,則相關觀察期內的倫敦銀行營業日數;(iii)“i”是一系列從一開始的整數,每個代表按時間順序從(包括)的第一個倫敦銀行營業日開始的相關倫敦銀行營業日: a.如果適用的最終條款中將“滯後”指定為觀察方法,則相關利息期;或b.如在適用的最終條款中指定“滯後”作為觀察方法,則觀察期先於相應利息期間的倫敦銀行天數,即在適用的最終條款中指定為“滯後期(P)”的倫敦銀行天數(未經確定代理人事先同意,不得少於五天,或如未如此指定,則不得少於五個倫敦銀行天數);或A43902758 78 B.如果在適用的最終條款中規定了“輪班”作為觀察方法,則觀察期先於相應利息期間的倫敦銀行天數,即在適用的最終條款中指定為“輪班期(P)”的倫敦銀行天數(未經確定代理人事先同意,該天數不得少於五個,如果沒有這樣規定,則不得少於五個倫敦銀行天數);(Viii)就任何倫敦銀行日(“LBDx”)而言,“SONIA參考利率”是相等於該LBDx的每日英鎊隔夜指數平均(“SONIA”)利率的參考利率,該利率由SONIA的管理人向授權分銷商提供,並在緊接LBDx之後的倫敦銀行日的相關屏幕頁面上公佈(或如相關屏幕頁面不可用,則由該授權分銷商以其他方式公佈);及(Ix)“SONIAi-pLBD”指:a.如在適用的最終條款中指明“滯後”為觀察方法,則就有關觀察期間內的任何倫敦銀行日而言,倫敦銀行日的SONIA參考利率在相關倫敦銀行日“i”之前的倫敦銀行日下跌“p”;或b.如果在相關觀察期內的任何倫敦銀行日,相關屏幕頁面上未提供適用的SONIA參考利率,或相關授權分銷商尚未以其他方式發佈,則(除非已根據條件4(D)通知確定代理人(或負責計算利率的其他方,如適用的最終條款所規定)任何後續利率或替代利率(以及任何相關的調整利差和/或基準修訂),如適用)該倫敦銀行日的SONIA參考利率應為:(I)英格蘭銀行在下午5時的現行利率(“銀行利率”)。(Ii)在公佈SONIA參考利率的前五個倫敦銀行日內,SONIA參考利率與銀行利率的利差的平均值,不包括最高利差(或,如有多個最高利差,則只有一個最高利差)和最低利差(或,如果有多個最低利差,則只有一個最低利差)。 “SONIA複合指數利率”是指,就利息期而言,觀察期內與該利息期相對應的每日複合利息投資的回報率(以每日英鎊隔夜參考利率作為參考利率) ](2)聯合利華財務荷蘭有限公司,這是一家根據荷蘭法律成立的公司,其公司總部設在鹿特丹,其地址是荷蘭鹿特丹,3013AL,Weena 455,荷蘭鹿特丹;聯合利華(英國),一家根據英國法律成立的公司,其註冊辦事處在聯合王國威拉爾的陽光港,默西塞德郡CH62 4ZD;以及聯合利華美國公司,這是一家根據美利堅合眾國特拉華州法律成立的公司,其註冊地址是美國特拉華州威爾明頓橙街1209號,郵編:19801;(3)根據英國法律註冊成立,註冊辦事處位於英國倫敦EC2N 4AG Bishopsgate 100號八樓的法律債券信託公司(“受託人”);。(4)[作為主要支付代理人(“主要支付代理人”,該表述應包括任何繼承人, ]23 [);及(5)]和[作為付款代理人(“付款代理人”,該詞應包括委託人付款代理人和如此委任的任何替代或額外的付款代理人)。鑑於:(A)本補充契約是對聯合利華財務荷蘭公司和聯合利華(英國)作為發行人(“原發行人”)、聯合利華(英國)和聯合利華美國公司作為擔保人(“原擔保人”)所簽訂的日期為1994年7月22日的信託契約(該信託契約根據其條款不時修訂、重述或補充)以及對1994年7月22日的付款代理協議(該付款代理協議,於原始發行人、原始擔保人、受託人、主要付款代理人及付款代理人之間訂立的“付款代理協議”(經受託人事先同意而不時修訂及重述或補充)。(B)新發行人是一家集團公司。(C)應下列人士的要求]新發行人擬籤立本補充契據(為信託契據的補充契據,以成為信託契據所界定的發行人),並根據其中所載條文及根據付款代理協議所載條文籤立本補充契據。 (D)根據付款代理協議的條款,各代理人(定義見本協議第1條)希望作為代理人(根據付款代理協議被任命的身份並根據協議的條款), [按照信託契約第17(E)條規定的方式成為發行人。(E)]已同意保證支付新發行人根據信託契據應支付的所有款項,以及就新發行人按本信託契據及信託契據所載方式發行的任何票據而支付的所有款項。A43902758 116(F)[受託人已收到新發行人註冊成立國家的法律顧問的法律意見, ]及英國法律顧問,令其合理滿意,其大意為,除其他外,新發行人, [●][每個人都有能力和權力簽署本補充契據,當該新發行人簽署和交付時, ],本補充契據將構成該新發行人的有效及具法律約束力的責任。[25現將本補充契約聲明如下:1.定義及解釋(A)在本補充契約中,凡提及“代理人”,均指主要付款代理人及其他付款代理人。(B)在適用的範圍內,除非本信託契約另有定義,否則本信託契約第1條所載的定義及條文應適用於本補充契約並納入本補充契約(包括本補充契約的摘要)。2新發行人認收新發行人現委任受託人(而受託人現接受該項委任)以信託契據所載相同條款行事。3.保證]茲確認信託契據第8條所載的保證適用於新發行人根據信託契據或根據信託契據而欠下的所有款項,以及任何附屬於該等款項的票據或息票。4代理人的委任新發行人特此按付款代理協議所載的相同條款委任每名代理人為其代理人,而每名代理人均接受就新發行人發行的任何票據而委任為新發行人的代理人,並須遵守適用於該等條款及條件、付款代理協議的規定,並須採取一切附帶的行動。5納入條款聲明:在不損害前述條文的一般性的原則下,與發行人有關或對發行人有影響的所有契諾、承諾、權力、義務及/或信託契據的附表、條件及付款代理協議的所有條文,須視為已納入本補充契據內,其方式及程度猶如該等契諾經必要變通後已在本補充契據中詳細列出並適用於新發行人一樣,而(在不損害前述條文的一般性的原則下)新發行人據此訂立契諾:(I)以受託人為受益人,妥為履行及遵守該等契諾並受其約束,或25演奏會(F)的承諾、權力、義務及/或其他條文及本補充契據第6條均為備選方案,其中一項(由受託人決定)應予以刪除。A43902758 117與信託契約、附表或條件有關或根據信託契據或附表或條件而對其產生影響;及(Ii)以受託人及每名代理人為受益人,妥為履行及遵守由或根據付款代理協議施加於其或有關或影響其的上述契諾、承諾、權力、義務及/或其他條文,並受其約束。6.
A43902758 67 [條件本補充契約將不會生效,除非及直至受託人已收到新發行人註冊成立的國家的法律顧問的意見及 ]及在英格蘭,令其合理滿意,其中包括新發行人,
各自有能力及權力訂立本補充契據,且本補充契據構成新發行人的有效及具法律約束力的責任,
7副本本補充契據可簽署任何數目的副本,每份副本均須相同,所有副本合併後應構成同一份文書,而任何一方均可簽署任何副本,以籤立本補充契據。 本協議各方面應受中華人民共和國大陸地區法律的管轄。 9 [司法管轄權關於本補充契據所產生的所有申索(包括與本補充契據所產生或與本補充契據有關的任何非合約義務有關的申索) ]雙方分別同意英格蘭法院有管轄權解決任何該等索賠,因此任何訴訟、訴訟或法律程序(統稱為“法律程序”)均可在該等法院提起。本條所載的任何內容均不限制對下列行為提起訴訟的任何權利。
A43902758 79 calculation of interest) (expressed as a percentage and rounded if necessary to the fifth decimal place, with 0.000005 being rounded upwards) and will be calculated by the Determination Agent (being the Principal Paying Agent or any other party named in the applicable Final Terms) on the Interest Determination Date in accordance with the following formula: ( 𝑆𝑂𝑁𝐼𝐴 𝐶𝑜𝑚𝑝𝑜𝑢𝑛𝑑𝑒𝑑 𝐼𝑛𝑑𝑒𝑥𝐸𝑁𝐷 𝑆𝑂𝑁𝐼𝐴 𝐶𝑜𝑚𝑝𝑜𝑢𝑛𝑑𝑒𝑑 𝐼𝑛𝑑𝑒𝑥𝑆𝑇𝐴𝑅𝑇 − 1) × ( 365 𝑑 ) where: (i) “London Banking Day” and “Observation Period” have the meanings set out under “Screen Rate Determination for Floating Rate Notes referencing Compounded Daily SONIA – Non-Index Determination” above; (ii) “d” means the number of calendar days in the relevant Observation Period; (iii) “p” means the number of London Banking Days included in the SONIA Compounded Index Observation Period specified in the relevant Final Terms (or, if no such number is specified, five London Banking Days); (iv) “SONIA Compounded Index” means the index known as the SONIA Compounded Index administered by the Bank of England (or any successor administrator thereof); (v) “SONIA Compounded IndexStart” means, with respect to an Interest Period, the SONIA Compounded Index Value on the first day of the relevant Observation Period; (vi) “SONIA Compounded IndexEnd” means the SONIA Compounded Index Value on the last day of the relevant Observation Period; and (vii) “SONIA Compounded Index Value” means, in relation to any London Banking Day, the value of the SONIA Compounded Index as published on the Relevant Screen Page on such London Banking Day or, if the value of the SONIA Compounded Index cannot be obtained from the Relevant Screen Page, as published on the Bank of England’s website at www.bankofengland.co.uk/boeapps/database/ (or such other page or website as may replace such page for the purposes of publishing the SONIA Compounded Index) in respect of the relevant London Banking Day. Subject to Condition 6H (Benchmark Discontinuation), if the SONIA Compounded Index Value is not available in relation to any Interest Period on the Relevant Screen Page or the Bank of England’s website (or such other page or website referred to in the definition of “SONIA Compounded Index Value” above) for the determination of either or both of SONIA Compounded IndexSTART and SONIA Compounded IndexEND, the Rate of Interest for such Interest Period shall be “Compounded Daily SONIA” determined in accordance with Condition 6B(7) above plus or minus (as indicated in the relevant Final Terms) the applicable Margin and as if Index Determination were specified in the applicable Final Terms as being “Not Applicable”, and for these purposes: (A) (i) the “Observation Method” shall be deemed to be “Shift” and (ii) the “Observation Period” shall be deemed to be equal to the “SONIA Compounded Index Observation Period”, as if those alternative elections had been made in the applicable Final Terms; and (B) the “Relevant Screen Page” shall be deemed to be the “Relevant Fallback Screen Page” specified in the relevant Final Terms. Screen Rate Determination for Floating Rate Notes referencing SOFR – Non-Index Determination A43902758 80 (9) Compounded Daily SOFR The Rate of Interest for each Interest Period (as defined in Condition 6E(1)) in relation to Notes in relation to which (i) this Condition 6B is specified as being applicable; (ii) the Reference Rate in respect of the Notes is specified in the relevant Final Terms as being “Compounded Daily SOFR” and (iii) “Index Determination” is specified as ‘Not Applicable’ in the relevant Final Terms shall, subject as provided below, be Compounded Daily SOFR with respect to such Interest Period plus or minus (as indicated in the applicable Final Terms) the applicable Margin all as determined by the Determination Agent (being the Principal Paying Agent or any other party named in the applicable Final Terms). “Compounded Daily SOFR” means, with respect to an Interest Period, the rate of return of a daily compound interest investment during the Observation Period corresponding to such Interest Period (with the daily U.S. dollars secured overnight financing rate as reference rate for the calculation of interest) as calculated by the Determination Agent as at the relevant Interest Determination Date in accordance with the following formula (and the resulting percentage will be rounded if necessary to the nearest fifth decimal place, with 0.000005 being rounded upwards): (∏ (1 + 𝑆𝑂𝐹𝑅𝑖 × 𝑛𝑖 360 ) 𝑑𝑜 𝑖 =1 − 1) × 360 𝑑 where: (i) “d” is the number of calendar days in: a. where “Lag” or “Lock-out” is specified as the Observation Method in the applicable Final Terms, the relevant Interest Period; or b. where “Shift” is specified as the Observation Method in the applicable Final Terms, the relevant Observation Period; (ii) “do” means: a. where “Lag” or “Lock-out” is specified as the Observation Method in the applicable Final Terms, the number of U.S. Government Securities Business Days in the relevant Interest Period; or b. where “Shift” is specified as the Observation Method in the applicable Final Terms, the number of U.S. Government Securities Business Days in the relevant Observation Period; (iii) “i” is a series of whole numbers from one to “do”, each representing the relevant U.S. Government Securities Business Day in chronological order from, and including, the first U.S. Government Securities Business Day in: a. where “Lag” or “Lock-out” is specified as the Observation Method in the applicable Final Terms, the relevant Interest Period; or b. where “Shift” is specified as the Observation Method in the applicable Final Terms, the relevant Observation Period; A43902758 81 (iv) “Lock-out Period” means the period from, and including, the day following the Interest Determination Date to, but excluding, the corresponding Interest Payment Date; (v) “New York Fed's Website” means the website of the Federal Reserve Bank of New York (or a successor administrator of SOFR) or any successor source; (vi) “ni” for any U.S. Government Securities Business Day "i", means the number of calendar days from, and including, such U.S. Government Securities Business Day "i" up to, but excluding, the following U.S. Government Securities Business Day; (vii) “Observation Period” means the period from, and including, the date falling "p" U.S. Government Securities Business Days prior to the first day of the relevant Interest Period to, but excluding, the date which is "p" U.S. Government Securities Business Days prior to the Interest Payment Date for such Interest Period (or the date falling "p" U.S. Government Securities Business Days prior to such earlier date, if any, on which the Instruments become due and payable); (viii) “p” means: a. where “Lag” is specified as the Observation Method in the applicable Final Terms, the number of U.S. Government Securities Business Days specified as the “Lag Period” in the applicable Final Terms (or, if no such number is so specified, five U.S. Government Securities Business Days); b. where “Lock-out” is specified as the Observation Method in the applicable Final Terms, zero U.S. Government Securities Business Days; or (iii) where “Shift” is specified as the Observation Method in the applicable Final Terms, the number of U.S. Government Securities Business Days specified as the “Observation Period” in the applicable Final Terms (or, if no such number is specified, five U.S. Government Securities Business Days); (ix) “Reference Day” means each U.S. Government Securities Business Day in the relevant Interest Period, other than any U.S. Government Securities Business Day in the Lock- out Period; (x) “SOFR” in respect of any U.S. Government Securities Business Day (“USBDx”), is are reference rate equal to the daily secured overnight financing rate as provided by the Federal Reserve Bank of New York, as the administrator of such rate (or any successor administrator of such rate) on the New York Fed's Website, in each case at or around 3.00 p.m. (New York City time) on the U.S. Government Securities Business Day immediately following such USBDx; (xi) “SOFRi” means the SOFR for: a. where “Lag” is specified as the Observation Method in the applicable Final Terms, the U.S. Government Securities Business Day falling “p” U.S. Government Securities Business Days prior to the relevant U.S. Government Securities Business Day “i”; b. where “Lock-out” is specified as the Observation Method in the applicable Final Terms: A43902758 82 (i) in respect of each U.S. Government Securities Business Day “i” that is a Reference Day, the SOFR in respect of the U.S. Government Securities Business Day immediately preceding such Reference Day; or (ii) in respect of each U.S. Government Securities Business Day “i" that is not a Reference Day (being a U.S. Government Securities Business Day in the Lock-out Period), the SOFR in respect of the U.S. Government Securities Business Day immediately preceding the last Reference Day of the relevant Interest Period (such last Reference Day coinciding with the Interest Determination Date); or c. where “Shift” is specified as the Observation Method in the applicable Final Terms, the relevant U.S. Government Securities Business Day “i”; (xii) “U.S. dollar” means the currency of the United States of America; and (xiii) “U.S. Government Securities Business Day” means any day except for a Saturday, Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities. (10) Weighted Average SOFR The Rate of Interest for each Interest Period (as defined in Condition 6E(1)) in relation to Notes in relation to which (i) this Condition 6B is specified as being applicable; (ii) the Reference Rate in respect of the Notes is specified in the relevant Final Terms as being “Weighted Average SOFR” and (iii) “Index Determination” is specified as ‘Not Applicable’ in the relevant Final Terms shall, subject as provided below, be Weighted Average SOFR with respect to such Interest Period plus or minus (as indicated in the applicable Final Terms) the applicable Margin all as determined by the Determination Agent (being the Principal Paying Agent or any other party named in the applicable Final Terms). "Weighted Average SOFR" means: (a) where “Lag” is specified as the Observation Method in the applicable Final Terms, the arithmetic mean of the SOFR in effect for each calendar day during the relevant Observation Period, calculated by multiplying each relevant SOFR by the number of calendar days such rate is in effect, determining the sum of such products and dividing such sum by the number of calendar days in the relevant Observation Period. For these purposes, the SOFR in effect for any calendar day which is not a U.S. Government Securities Business Day shall be deemed to be the SOFR in effect for the U.S. Government Securities Business Day immediately preceding such calendar day; and (b) where “Lock-out” is specified as the Observation Method in the applicable Final Terms, the arithmetic mean of the SOFR in effect for each calendar day during the relevant Interest Period, calculated by multiplying each relevant SOFR by the number of days such rate is in effect, determining the sum of such products and dividing such sum by the number of calendar days in the relevant Interest Period, provided however that for any calendar day of such Interest Period falling in the Lock-out Period, the relevant SOFR for each day during that Lock-out Period will be deemed to be the SOFR in effect for the Reference Day immediately preceding the first day of such Lock-out Period. For these purposes, the SOFR in
A43902758 83 effect for any calendar day which is not a U.S. Government Securities Business Day shall, subject to the proviso above, be deemed to be the SOFR in effect for the U.S. Government Securities Business Day immediately preceding such calendar day. Defined terms used in this Condition 6B(10) and not otherwise defined herein have the meanings given to them in Condition 6B(9). (11) SOFR Unavailable Subject to Condition 6H (Benchmark Discontinuation), if, where any Rate of Interest is to be calculated pursuant to Conditions 6B(9) or 6B(10), in respect of any U.S. Government Securities Business Day in respect of which an applicable SOFR is required to be determined, such SOFR is not available, such SOFR shall be the SOFR for the first preceding U.S. Government Securities Business Day in respect of which the SOFR was published on the New York Fed's Website. Screen Rate Determination for Floating Rate Notes referencing SOFR – Index Determination (12) The Rate of Interest for each Interest Period (as defined in Condition 6E(1)) in relation to Notes in relation to which (i) this Condition 6B is specified as being applicable; (ii) the Reference Rate in respect of the Notes is specified in the relevant Final Terms as being “Compounded Daily SOFR” and (iii) “Index Determination” is specified as ‘Applicable’ in the relevant Final Terms shall, subject as provided below, be the sum of Compounded SOFR with respect to such Interest Period plus or minus (as indicated in the applicable Final Terms) the applicable Margin all as determined by the Determination Agent (being the Principal Paying Agent or any other party named in the applicable Final Terms). “Compounded SOFR” means, with respect to an Interest Period, the rate (expressed as a percentage and rounded if necessary to the fifth decimal place, with 0.000005 being rounded upwards) determined by the Determination Agent in accordance with the following formula: ( 𝑆𝑂𝐹𝑅 𝐼𝑛𝑑𝑒𝑥𝐸𝑛𝑑 𝑆𝑂𝐹𝑅 𝐼𝑛𝑑𝑒𝑥𝑆𝑡𝑎𝑟𝑡 − 1) 𝑥 360 𝑑𝑐 where: (i) “dc” is the number of calendar days from, and including, the day in relation to which SOFR IndexStart is determined to, but excluding, the day in relation to which SOFR IndexEnd is determined; (ii) “Relevant Number” is the number specified as such in the applicable Final Terms (or, if no such number is specified, five); (iii) “SOFR” means the daily secured overnight financing rate as provided by the SOFR Administrator on the SOFR Administrator's Website; (iv) “SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of SOFR); (v) “SOFR Administrator's Website” means the website of the SOFR Administrator, or any successor source; (vi) “SOFR Index”, with respect to any U.S. Government Securities Business Day, means the SOFR index value as published by the SOFR Administrator as such index appears on A43902758 84 the SOFR Administrator's Website at or around 3.00 p.m. (New York time) on such U.S. Government Securities Business Day (the “SOFR Determination Time”); (vii) “SOFR IndexStart”, with respect to an Interest Period, is the SOFR Index value for the day which is the Relevant Number of U.S. Government Securities Business Days preceding the first day of such Interest Period; (viii) “SOFR IndexEnd”, with respect to an Interest Period, is the SOFR Index value for the day which is the Relevant Number of U.S. Government Securities Business Days preceding (A) the Interest Payment Date for such Interest Period, or (B) such other date on which the relevant payment of interest falls due (but which by its definition or the operation of the relevant provisions is excluded from such Interest Period); and If, as at any relevant SOFR Determination Time, the relevant SOFR Index is not published or displayed on the SOFR Administrator's Website by the SOFR Administrator, the Compounded SOFR for the applicable Interest Period for which the relevant SOFR Index is not available shall be “Compounded Daily SOFR” determined in accordance with Condition 6B(9) above as if “Index Determination” were specified in the applicable Final Terms as being ‘Not Applicable’, and for these purposes: (i) the “Observation Method” shall be deemed to be “Shift” and (ii) the “Observation Period” shall be deemed to be equal to the Relevant Number of U.S. Government Securities Business Days, as if such alternative elections had been made in the applicable Final Terms. Defined terms used in this Condition 6B(12) and not otherwise defined herein have the meanings given to them in Condition 6B(9). (13) In the event that the Rate of Interest cannot be determined in accordance with the foregoing provisions, the Rate of Interest shall be: (i) that determined as at the last preceding Interest Determination Date (though substituting, where a different Margin, Maximum Rate of Interest and/or Minimum Rate of Interest is to be applied to the relevant Interest Period from that which applied to the last preceding Interest Period, the Margin, Maximum Rate of Interest and/or Minimum Rate of Interest (as the case may be) relating to the relevant Interest Period, in place of the Margin, Maximum Rate of Interest and/or Minimum Rate of Interest (as applicable) relating to that last preceding Interest Period); or (ii) if there is no such preceding Interest Determination Date, the initial Rate of Interest which would have been applicable to such Series of Notes for the first scheduled Interest Period had the Notes been in issue for a period equal in duration to the first scheduled Interest Period but ending on (and excluding) the Interest Commencement Date (applying the Margin and, if applicable, any Maximum Rate of Interest and/or Minimum Rate of Interest, applicable to the first scheduled Interest Period). (14) If the relevant Series of Notes becomes due and payable in accordance with Condition 10, the final Rate of Interest shall be calculated for the Interest Period to (but excluding) the date on which the Notes become so due and payable, and such Rate of Interest shall continue to apply to the Notes for so long as interest continues to accrue thereon as provided in Condition 6E(5). A43902758 85 (C) Interest – Floating Rate (ISDA Determination) (1) Notes, in relation to which this Condition 6C is specified in the relevant Final Terms as being applicable, shall bear interest at the rates per annum (or otherwise) determined in accordance with this Condition 6C. (2) The Rate of Interest for such Notes for each Interest Period shall be determined by the Calculation Agent as a rate equal to the relevant ISDA Rate. For the purposes of this sub- paragraph, “ISDA Rate” for an Interest Period means a rate equal to the Floating Rate that would be determined by the Calculation Agent under a Swap Transaction under the terms of an agreement incorporating the ISDA Definitions and under which: (x) the Floating Rate Option is as specified in the relevant Final Terms (y) the Designated Maturity is a period specified in the relevant Final Terms and (z) the relevant Reset Date is the first day of that Interest Period unless otherwise specified in the relevant Final Terms. (3) For the purposes of this sub-paragraph, “Floating Rate”, “Calculation Agent”, “Floating Rate Option”, “Designated Maturity”, “Reset Date” and “Swap Transaction” have the meanings given to those terms in the ISDA Definitions. (D) Interest – Supplemental Provision Conditions 6E(1), 6E(2), 6E(3) and 6E(5) shall be applicable to all Notes which are interest-bearing in the manner specified therein and, as appropriate, in the relevant Final Terms. (E) Interest Payment Date Conventions (1) The Final Terms in relation to each Tranche of Notes to which Condition 6B is applicable shall specify which of the following conventions shall be applicable, namely: (i) the “FRN Convention”, in which case interest shall be payable in arrear on each date (each, an “Interest Payment Date”) which numerically corresponds to their Issue Date or such other date as may be specified in the relevant Final Terms or, as the case may be, the preceding Interest Payment Date in the calendar month which is the number of months specified in the relevant Final Terms after the calendar month in which such Issue Date or such other date as aforesaid or, as the case may be, the preceding Interest Payment Date occurred provided that: (a) if there is no such numerically corresponding day in the calendar month in which an Interest Payment Date should occur, then the relevant Interest Payment Date will be the last day which is a Business Day in that calendar month; (b) if an Interest Payment Date would otherwise fall on a day which is not a Business Day, then the relevant Interest Payment Date will be the first following day which is a Business Day unless that day falls in the next calendar month, in which case it will be the first preceding day which is a Business Day; and (c) if such Issue Date or such other date as aforesaid or the preceding Interest Payment Date occurred on the last day in a calendar month which was a Business Day, then all subsequent Interest Payment Dates will be the last day which is a Business Day in the calendar month which is the specified number of months A43902758 86 after the calendar month in which such Issue Date or such other date as aforesaid or, as the case may be, the preceding Interest Payment Date occurred; or (ii) the “Modified Following Business Day Convention”, in which case interest shall be payable in arrear on such dates (each, an “Interest Payment Date”) as are specified in the relevant Final Terms; provided that, if any Interest Payment Date would otherwise fall on a date which is not a Business Day, the relevant Interest Payment Date will be the first following day which is a Business Day unless that day falls in the next calendar month, in which case the relevant Interest Payment Date will be the first preceding day which is a Business Day, save in respect of Notes for which the reference rate is specified to be Compounded Daily SOFR or Weighted Average SOFR in the relevant Final Terms, for which the final Interest Payment Date will not be postponed and interest on that payment will not accrue during the period from and after the scheduled final Interest Payment Date. Each period beginning on (and including) such Issue Date or such other date as aforesaid and ending on (but excluding) the first Interest Payment Date and each period beginning on (and including) an Interest Payment Date and ending on (but excluding) the next Interest Payment Date is herein called an “Interest Period”. Notification of Rates of Interest, Interest Amounts and Interest Payment Dates (2) The Determination Agent will cause each Rate of Interest, floating rate, Interest Payment Date, final day of an interest calculation period, Interest Amount, floating amount or other item, as the case may be, determined or calculated by it to be notified to the Issuer, the Guarantor(s), the Trustee and the Principal Paying Agent (from whose respective specified offices such information will be available) and, in the case of Notes listed on Euronext Amsterdam and/or the Stock Exchange of Hong Kong and/or the Singapore Exchange (as specified in the relevant Final Terms), cause each such Rate of Interest, floating rate, Interest Payment Date, final day of an interest calculation period, Interest Amount, floating amount or other item, as the case may be, to be notified to Euronext Amsterdam and/or the Stock Exchange of Hong Kong and/or the Singapore Exchange (as specified in the relevant Final Terms) as soon as practicable after such determination but in any event not later than the fourth London Banking Day thereafter. The Determination Agent will be entitled (with the prior written consent of the Trustee) to amend any Interest Amount, floating amount, Interest Payment Date or final day of an interest calculation period (or to make appropriate alternative arrangements by way of adjustment) without prior notice in the event of the extension or abbreviation of the relevant Interest Period or an interest calculation period and such amendment or adjustment will be notified in accordance with the first sentence of this Condition 6E(2). (3) The determination or calculation by the Determination Agent of all rates of interest and amounts of interest and other items falling to be determined or calculated by it for the purposes of this Condition 6 shall, in the absence of manifest error, be final and binding on all parties. Accrual of Interest (4) Interest shall accrue on the principal amount of each Note or, in the case of a partly paid Note, on the paid-up principal amount of such Note or otherwise as indicated in the relevant Final Terms. Interest will cease to accrue as from the due date for redemption therefor unless (except in the case of any payment where presentation and/or surrender of the relevant Note is not required as a precondition of payment), upon due presentation or surrender thereof, payment in
A43902758 87 full of the principal amount or, as the case may be, redemption amount is improperly withheld or refused, in which case interest shall continue to accrue thereon as provided in the Trust Deed. (5) The applicable “Day Count Fraction” means, in respect of the calculation of an amount for any period of time (from and including the first day of such period to but excluding the last day of such period) whether or not constituting an Interest Period (a “Calculation Period”), such Day Count Fraction as may be specified in the relevant Final Terms or, if no Day Count Fraction is specified in the relevant Final Terms, such Day Count Fraction as is specified in Condition 6A or Condition 6B(5), as the case may be, and: (i) if “Actual/Actual (ISDA)” or “Actual/Actual” is so specified, means the actual number of days in such Calculation Period divided by 365 (or, if any portion of such Calculation Period falls in a leap year, the sum of (a) the actual number of days in such portion of such Calculation Period falling in a leap year divided by 366 and (b) the actual number of days in such portion of such Calculation Period falling in a non-leap year divided by 365); (ii) if “Actual/Actual (ICMA)” is so specified: (a) if such Calculation Period falls within a single Determination Period, means the actual number of days in such Calculation Period divided by the product of the number of days in the Determination Period in which it falls and the number of Determination Periods in any year; and (b) if such Calculation Period does not fall within a single Determination Period, means the sum of (x) the actual number of days in such Calculation Period falling in the Determination Period in which it begins divided by the product of the actual number of days in that Determination Period and the number of Determination Periods in any year and (y) the actual number of days in such Calculation Period falling in the subsequent Determination Period divided by the product of the actual number of days in the subsequent Determination Period and the number of Determination Periods in any year; “Determination Period” means, in the case of Notes in relation to which Condition 6A is specified in the relevant Final Terms, the period from, and including, a Fixed Interest Payment Date in any year to, and excluding, the next Fixed Interest Payment Date; (iii) if “Actual/365 (Fixed)” is so specified, means the actual number of days in such Calculation Period divided by 365; (iv) if “Actual/360” is so specified, means the actual number of days in such Calculation Period divided by 360; (v) if “30/360”, “360/360” or “Bond Basis” is so specified, means the number of days in such Calculation Period divided by 360, calculated on a formula basis as follows: Day Count Fraction = 360 )()](30[)](360[ 121212 DDMMxYYx where: “Y1” is the year, expressed as a number, in which the first day of such Calculation Period falls; A43902758 88 “Y2” is the year, expressed as a number, in which the day immediately following the last day of such Calculation Period falls; “M1” is the calendar month, expressed as a number, in which the first day of such Calculation Period falls; “M2” is the calendar month, expressed as a number, in which the day immediately following the last day of such Calculation Period falls; “D1” is the first calendar day, expressed as a number, of such Calculation Period, unless such number is 31, in which case D1 will be 30; and “D2” is the calendar day, expressed as a number, immediately following the last day included in such Calculation Period, unless such number would be 31 and D1 is greater than 29, in which case D2 will be 30; (vi) if “30E/360” or “Eurobond Basis” is so specified, means the number of days in such Calculation Period divided by 360, calculated on a formula basis as follows: Day Count Fraction = 360 )()](30[)](360[ 121212 DDMMxYYx where: “Y1” is the year, expressed as a number, in which the first day of such Calculation Period falls; “Y2” is the year, expressed as a number, in which the day immediately following the last day of such Calculation Period falls; “M1” is the calendar month, expressed as a number, in which the first day of such Calculation Period falls; “M2” is the calendar month, expressed as a number, in which the day immediately following the last day of such Calculation Period falls; “D1” is the first calendar day, expressed as a number, of such Calculation Period, unless such number would be 31, in which case D1 will be 30; and “D2” is the calendar day, expressed as a number, immediately following the last day included in such Calculation Period, unless such number would be 31, in which case D2 will be 30; and (vii) if “30E/360 (ISDA)” is so` specified, means the number of days in such Calculation Period divided by 360, calculated on a formula basis as follows: Day Count Fraction = 360 )()](30[)](360[ 121212 DDMMxYYx where: “Y1” is the year, expressed as a number, in which the first day of such Calculation Period falls; “Y2” is the year, expressed as a number, in which the day immediately following the last day of such Calculation Period falls; A43902758 89 “M1” is the calendar month, expressed as a number, in which the first day of such Calculation Period falls; “M2” is the calendar month, expressed as a number, in which the day immediately following the last day of such Calculation Period falls; “D1” is the first calendar day, expressed as a number, of such Calculation Period, unless (i) that day is the last day of February or (ii) such number would be 31, in which case D1 will be 30; and “D2” is the calendar day, expressed as a number, immediately following the last day included in such Calculation Period, unless (i) that day is the last day of February but not the Maturity Date or (ii) such number would be 31 and in which case D2 will be 30. (F) Interest – Floating Rate – Linear Interpolation Where Linear Interpolation is specified in the relevant final terms as applicable in respect of an Interest Period, the Rate of Interest for such Interest Period shall be calculated by the Determination Agent by straight line linear interpolation by reference to two rates based on the relevant Reference Rate (where Condition 6B (Screen Rate Determination) is specified hereon as applicable) or the relevant Floating Rate Option (where Condition 6C (ISDA Determination) is specified hereon as applicable), one of which shall be determined as if the Applicable Maturity were the period of time for which rates are available next shorter than the length of the relevant Interest Period and the other of which shall be determined as if the Applicable Maturity were the period of time for which rates are available next longer than the length of the relevant Interest Period provided however that if there is no rate available for the period of time next shorter or, as the case may be, next longer, then the Determination Agent shall determine such rate at such time and by reference to such sources as it determines appropriate. “Applicable Maturity” means: (a) in relation to Screen Rate Determination, the period of time designated in the Reference Rate, and (b) in relation to ISDA Determination, the Designated Maturity. (G) Zero Coupon Notes Where a Note the interest basis of which is specified in the relevant final terms to be Zero Coupon is repayable prior to the Maturity Date and is not paid when due, the amount due and payable prior to the Maturity Date shall be the early redemption amount of such Note. As from the Maturity Date, the Rate of Interest for any overdue principal of such a Note shall be a rate per annum (expressed as a percentage) equal to the Amortisation Yield (as described in Condition 7(i)). (H) Benchmark Discontinuation – Independent Adviser This Condition 6H shall apply to Notes only if “Benchmark Discontinuation – Independent Adviser” is specified in the applicable Final Terms. (1) Independent Adviser If the Issuer determines that a Benchmark Event occurs in relation to an Original Reference Rate when any Rate of Interest (or any component part thereof) remains to be determined by reference to such Original Reference Rate then the Issuer shall use its reasonable endeavours to appoint an Independent Adviser, as soon as reasonably practicable, to determine, in consultation with the Issuer, a Successor Rate, failing which an Alternative Rate (in accordance with Condition 6H(2)) and, in either case, an Adjustment Spread if any (in accordance with Condition 6H(3)) and any Benchmark Amendments (in accordance with Condition 6H(4)). A43902758 90 For the avoidance of doubt, the Principal Paying Agent shall not be obliged to monitor or inquire whether a Benchmark Event has occurred or have any liability in respect thereof. An Independent Adviser appointed pursuant to this Condition 6H shall act in good faith and in a commercially reasonable manner as an expert and in consultation with the Issuer. In the absence of bad faith or fraud, the Independent Adviser shall have no liability whatsoever to the Issuer, the Trustee, the Paying Agents, the Noteholders or the Couponholders for any determination made by it, pursuant to this Condition 6H. If (i) the Issuer is unable to appoint an Independent Adviser; or (ii) the Independent Adviser appointed by it fails to determine a Successor Rate or, failing which, an Alternative Rate in accordance with this Condition 6H(1) prior to the relevant Interest Determination Date, the Rate of Interest applicable to the next succeeding Interest Period shall be equal to the Rate of Interest last determined in relation to the Notes in respect of the immediately preceding Interest Period. If there has not been a first Interest Payment Date, the Rate of Interest shall be the initial Rate of Interest. Where a different Margin or Maximum or Minimum Rate of Interest is to be applied to the relevant Interest Period from that which applied to the last preceding Interest Period, the Margin or Maximum or Minimum Rate of Interest relating to the relevant Interest Period shall be substituted in place of the Margin or Maximum or Minimum Rate of Interest relating to that last preceding Interest Period. For the avoidance of doubt, this Condition 6H(1) shall apply to the relevant next succeeding Interest Period only and any subsequent Interest Periods are subject to the subsequent operation of, and to adjustment as provided in, this Condition 6H(1). (2) Successor Rate or Alternative Rate If the Independent Adviser, determines that: (a) there is a Successor Rate, then such Successor Rate shall (subject to adjustment as provided in Condition 6H(3)) subsequently be used in place of the Original Reference Rate to determine the Rate of Interest (or the relevant component part thereof) for all future payments of interest on the Notes (subject to the operation of this Condition 6H); or (b) there is no Successor Rate but that there is an Alternative Rate, then such Alternative Rate shall (subject to adjustment as provided in Condition 6H(3)) subsequently be used in place of the Original Reference Rate to determine the Rate of Interest (or the relevant component part thereof) for all future payments of interest on the Notes (subject to the operation of this Condition 6H). (3) Adjustment Spread If the Independent Adviser determines (i) that an Adjustment Spread is required to be applied to the Successor Rate or the Alternative Rate (as the case may be) and (ii) the quantum of, or a formula or methodology for determining, such Adjustment Spread, then such Adjustment Spread shall be applied to the Successor Rate or the Alternative Rate (as the case may be). If the Independent Adviser is unable to determine the quantum of, or a formula or methodology for determining, such Adjustment Spread, or determines that no Adjustment Spread is required to be applied, then the Successor Rate or Alternative Rate (as applicable) will apply without an Adjustment Spread. Notwithstanding any other provision of this Condition 6, if in the Determination Agent’s opinion there is any uncertainty between two or more alternative courses of action in making any determination or calculation under this Condition 6, the Determination Agent shall promptly notify the Issuer thereof and the Issuer or the Independent Adviser on behalf of the Issuer shall direct the Determination Agent
A43902758 91 in writing as to which alternative course of action to adopt. If the Determination Agent is not promptly provided with such direction, or is otherwise unable to make such calculation or determination for any reason, it shall notify the Issuer and the Trustee thereof and the Determination Agent shall be under no obligation to make such calculation or determination and shall not incur any liability for not doing so. (4) Benchmark Amendments If any Successor Rate, Alternative Rate or Adjustment Spread is determined in accordance with this Condition 6H and the Independent Adviser determines (i) that amendments to these Terms and Conditions, the Paying Agency Agreement and/or the Trust Deed are necessary to ensure the proper operation of such Successor Rate, Alternative Rate and/or Adjustment Spread or to follow market practice in relation thereof (such amendments, the “Benchmark Amendments”) and (ii) the terms of the Benchmark Amendments, then the Issuer shall, subject to giving notice thereof in accordance with Condition 6H(5), without any requirement for the consent or approval of Noteholders, vary these Terms and Conditions, the Paying Agency Agreement and/or the Trust Deed to give effect to such Benchmark Amendments with effect from the date specified in such notice. Such Benchmark Amendments shall not, without the prior consent of the party responsible for determining the Rate of Interest, either impose more onerous obligations on such party or expose such party to any additional duties. At the request of the Issuer, but subject to receipt by the Trustee of a certificate signed by an authorised signatory of the Issuer pursuant to Condition 6H(5), the Trustee shall (at the expense of the Issuer), without any requirement for the consent or approval of the Noteholders, be obliged to concur with the Issuer in effecting any Benchmark Amendments (including, inter alia, by the execution of a deed supplemental to or amending the Trust Deed and/or the Paying Agency Agreement), provided that the Trustee shall not be obliged so to concur if in the opinion of the Trustee doing so would impose more onerous obligations upon it or expose it to any additional duties, responsibilities or liabilities or reduce or amend the protective provisions afforded to the Trustee in these Terms and Conditions or the Trust Deed or the Paying Agency Agreement (including, for the avoidance of doubt, any supplemental trust deed or supplemental paying agency agreement) in any way. Notwithstanding any other provision of this Condition 6H, the Determination Agent or any Paying Agent is not obliged to concur with the Issuer or the Independent Adviser in respect of any changes or amendments as contemplated under this Condition 6H to which, in the sole opinion of the Determination Agent or the relevant Paying Agent, as the case may be, would impose more onerous obligations upon it or expose it to any additional duties, responsibilities or liabilities or reduce or amend the protective provisions afforded to the Determination Agent or the relevant Paying Agent (as applicable) in the Paying Agency Agreement and/or these Terms and Conditions. In connection with any such variation in accordance with this Condition 6H(4), the Issuer shall comply with the rules of any stock exchange on which the Notes are for the time being listed or admitted to trading. (5) Notices Any Successor Rate, Alternative Rate, Adjustment Spread and the specific terms of any Benchmark Amendments, determined under this Condition 6H will be notified promptly by the Issuer to the Trustee, the Determination Agent, the Paying Agents and, in accordance with Condition 14, the Noteholders. Such notice shall be irrevocable and shall specify the effective date of the Benchmark Amendments, if any. A43902758 92 No later than notifying the Noteholders of the same, the Issuer shall deliver to the Trustee, the Determination Agent and the Paying Agents a certificate signed by an authorised signatory of the Issuer: (a) confirming (i) that a Benchmark Event has occurred, (ii) the Successor Rate or, as the case may be, the Alternative Rate and, (iii) where applicable, any Adjustment Spread and/or the specific terms of any Benchmark Amendments, in each case as determined in accordance with the provisions of this Condition 6H; and (b) certifying that the Benchmark Amendments are necessary to ensure the proper operation of such Successor Rate, Alternative Rate and/or Adjustment Spread or to follow market practice in relation thereof. Each of the Trustee, the Determination Agent and the Paying Agents shall be entitled to rely on such certificate (without liability to any person) as sufficient evidence thereof. The Successor Rate or Alternative Rate and the Adjustment Spread (if any) and the Benchmark Amendments (if any) specified in such certificate will (in the absence of manifest error in the determination of the Successor Rate or Alternative Rate and the Adjustment Spread (if any) and the Benchmark Amendments (if any) and without prejudice to the Trustee’s or the Determination Agent’s or the Paying Agents’ ability to rely on such certificate as aforesaid) be binding on the Issuer, the Trustee, the Determination Agent, the Paying Agents and the Noteholders. (6) Survival of Original Reference Rate Without prejudice to the obligations of the Issuer under Condition 6H(1), (2) and (3), the Original Reference Rate and the fallback provisions provided for in Condition 6B(4) will continue to apply unless and until the Issuer determines that a Benchmark Event has occurred, and the Trustee and the Principal Paying Agent have been notified of the Successor Rate or Alternative Rate (as the case may be) and the Adjustment Spread and any Benchmark Amendments in accordance with this condition. (7) Definitions As used in this Condition 6H: “Adjustment Spread” means either a spread (which may be positive or negative), or the formula or methodology for calculating a spread, in each case to be applied to the Successor Rate or the Alternative Rate (as the case may be) and is the spread, formula or methodology which: (i) in the case of a Successor Rate, is formally recommended in relation to the replacement of the Original Reference Rate with the Successor Rate by any Relevant Nominating Body; or (if no such recommendation has been made, or in the case of an Alternative Rate); (ii) the Independent Adviser determines is customarily applied to the relevant Successor Rate or the Alternative Rate (as the case may be) in international debt capital markets transactions to produce an industry-accepted replacement rate for the Original Reference Rate; or (if the Independent Advisor determines no such spread is customarily applied); (iii) the Independent Adviser determines, is recognised or acknowledged as being the industry standard for over-the-counter derivative transactions which reference the Original Reference Rate, where such rate has been replaced by the Successor Rate or the Alternative Rate (as the case may be). “Alternative Rate” means an alternative benchmark or screen rate which the Independent Adviser, determines in accordance with Condition 6H(2) is customary in market usage in the international debt A43902758 93 capital markets for the purposes of determining rates of interest (or the relevant component part thereof) in the same Specified Currency as the Notes. “Benchmark Amendments” has the meaning given to it in Condition 6H(4). “Benchmark Event” means: (1) the Original Reference Rate ceasing be published for a period of at least 5 Business Days or ceasing to exist; or (2) the making of a public statement by the administrator of the Original Reference Rate that it has ceased or that it will by a specified future date cease publishing the Original Reference Rate permanently or indefinitely (in circumstances where no successor administrator has been appointed that will continue publication of the Original Reference Rate); or (3) the making of a public statement by the supervisor of the administrator of the Original Reference Rate, that the Original Reference Rate has been or will be permanently or indefinitely discontinued; or (4) the making of a public statement by the supervisor of the administrator of the Original Reference Rate as a consequence of which the Original Reference Rate will be prohibited from being used either generally, or in respect of the Notes; or (5) the making of a public statement by the supervisor of the administrator of the Original Reference Rate that, with effect from a date after 31 December 2021, the Original Reference Rate is or will be (or is or will be deemed by such supervisor to be) no longer representative of its relevant underlying market; or (6) it has become unlawful for any Paying Agent, Determination Agent or the Issuer to calculate any payments due to be made to any Noteholder using the Original Reference Rate, provided that the Benchmark Event shall be deemed to occur (a) in the case of sub-paragraphs (2) and (3) above, on the date of the cessation of publication of the Original Reference Rate or the discontinuation of the Original Reference Rate, as the case may be, (b) in the case of sub-paragraph (4) above, on the date of the prohibition of use of the Original Reference Rate and (c) in the case of sub- paragraph (5) above, on the date with effect from which the Original Reference Rate will no longer be (or will be deemed by the relevant supervisor to no longer be) representative of its relevant underlying market and which is specified in the relevant public statement, and, in each case, not the date of the relevant public statement. The occurrence of a Benchmark Event shall be determined by the Issuer and promptly notified to the Trustee, the Determination Agent and the Paying Agents. For the avoidance of doubt, neither the Trustee, the Determination Agent nor the Paying Agents shall have any responsibility for making such determination. “Independent Adviser” means an independent financial institution of international repute or an independent financial adviser with appropriate expertise appointed by the Issuer under Condition 6H(1). “Original Reference Rate” means the originally-specified benchmark or screen rate (as applicable) used to determine the Rate of Interest (or any component part thereof) on the Notes. “Relevant Nominating Body” means, in respect of a benchmark or screen rate (as applicable): A43902758 94 (i) the central bank, reserve bank, monetary authority or any such similar institution for the currency to which the benchmark or screen rate (as applicable) relates, or any other central bank or other supervisory authority which is responsible for supervising the administrator of the benchmark or screen rate (as applicable); or (ii) any working group or committee sponsored by, chaired or co-chaired by or constituted at the request of (a) the central bank, reserve bank, monetary authority or any such similar institution for the currency to which the benchmark or screen rate (as applicable) relates, (b) any central bank or other supervisory authority which is responsible for supervising the administrator of the benchmark or screen rate (as applicable), (c) a group of the aforementioned central banks or other supervisory authorities or (d) the Financial Stability Board or any part thereof. “Successor Rate” means a successor to or replacement of the Original Reference Rate (and related alternative screen page or source if available) which is formally recommended by any Relevant Nominating Body. (I) Benchmark Discontinuation – ARRC SOFR This Condition 6I shall apply to Notes only if “Benchmark Discontinuation – ARRC - SOFR” is specified in the applicable Final Terms. (1) Benchmark Replacement If the Issuer determines on or prior to the relevant Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred in respect of any determination of the Benchmark on any date, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Notes in respect of such determination on such date and for all determinations on all subsequent dates. (2) Benchmark Replacement Conforming Changes In connection with the implementation of a Benchmark Replacement, the Issuer will have the right to make Benchmark Replacement Conforming Changes from time to time, without any requirement for the consent or approval of Noteholders. At the request of the Issuer, but subject to receipt by the Trustee of a certificate signed by an authorised signatory of the Issuer pursuant to Condition 6I(4), the Trustee shall (at the expense of the Issuer), without any requirement for the consent or approval of the Noteholders, be obliged to concur with the Issuer in effecting any Benchmark Replacement Conforming Changes (including, inter alia, by the execution of a deed supplemental to or amending the Trust Deed and/or the Paying Agency Agreement), provided that the Trustee shall not be obliged so to concur if in the opinion of the Trustee doing so would impose more onerous obligations upon it or expose it to any additional duties, responsibilities or liabilities or reduce or amend the protective provisions afforded to the Trustee in these Terms and Conditions or the Trust Deed or the Paying Agency Agreement (including, for the avoidance of doubt, any supplemental trust deed or supplemental agency agreement) in any way. (3) Decisions and Determinations Any determination, decision or election that may be made by the Issuer pursuant to this Condition 6I, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non- occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection:
A43902758 95 (i) will be conclusive and binding absent manifest error; (ii) will be made in the sole discretion of the Issuer; and (iii) notwithstanding anything to the contrary in the documentation relating to the Notes, shall become effective without consent from the holders of the Notes or any other party. (4) Notices, etc: Any Benchmark Replacement and the specific terms of any Benchmark Replacement Conforming Changes determined under this Condition 6I will be notified promptly by the Issuer to the Trustee, the Determination Agent, the Paying Agents and, in accordance with Condition 14, the Noteholders. Such notice shall be irrevocable and shall specify the effective date of the Benchmark Replacement Conforming Changes, if any. No later than notifying the Noteholders of the same, the Issuer shall deliver to the Trustee, the Determination Agent and the Paying Agents a certificate signed by an authorised signatory of the Issuer: (a) confirming (i) that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, (ii) the relevant Benchmark Replacement and (iii) where applicable, the specific terms of any Benchmark Replacement Conforming Changes, in each case as determined in accordance with the provisions of this Condition 6I; and (b) certifying that the Benchmark Replacement Conforming Changes (if applicable) are appropriate to reflect the adoption of the relevant Benchmark Replacement. Each of the Trustee, the Determination Agent and the Paying Agents shall be entitled to rely on such certificate (without liability to any person) as sufficient evidence thereof. The Benchmark Replacement and the Benchmark Replacement Conforming Changes (if any) specified in such certificate will (in the absence of manifest error and without prejudice to the Trustee’s or the Determination Agent’s or the Paying Agents’ ability to rely on such certificate as aforesaid) be binding on the Issuer, the Trustee, the Determination Agent, the Paying Agents and the Noteholders. (5) Definitions For the purposes of this Condition 6I: “Benchmark” means, initially, Compounded SOFR or Weighted Average SOFR, as specified in the applicable Final Terms; provided that if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Compounded SOFR or Weighted Average SOFR (or the published daily SOFR used in the calculation thereof) or the then-current Benchmark, then “Benchmark” shall mean the applicable Benchmark Replacement; “Benchmark Replacement” means the first alternative set forth in the order below that can be determined by the Issuer as of the Benchmark Replacement Date: (i) the sum of (a) the alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the replacement for the then-current Benchmark and (b) the Benchmark Replacement Adjustment; (ii) the sum of (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment; or A43902758 96 (iii) the sum of (a) the alternate rate of interest that has been selected by the Issuer as the replacement for the then-current Benchmark giving due consideration to any industry-accepted rate of interest as a replacement for the then-current Benchmark for U.S. dollar-denominated floating rate notes at such time and (b) the Benchmark Replacement Adjustment; “Benchmark Replacement Adjustment” means the first alternative set forth in the order below that can be determined by the Issuer as of the Benchmark Replacement Date: (i) the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement; or (ii) if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, the ISDA Fallback Adjustment; or (iii) the spread adjustment (which may be a positive or negative value or zero) that has been selected by the Issuer giving due consideration to any industry-accepted spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated floating rate notes at such time; “Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the timing and frequency of determining rates and making payments of interest) that the Issuer decides may be appropriate to reflect the adoption of such Benchmark Replacement in a manner substantially consistent with market practice (or, if the Issuer decides that adoption of any portion of such market practice is not administratively feasible or if the Issuer determines that no market practice for use of the Benchmark Replacement exists, in such other manner as the Issuer determines is reasonably necessary); “Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark (including the daily published component used in the calculation thereof): (i) in the case of clause (i) or (ii) of the definition of “Benchmark Transition Event”, the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of the Benchmark (or such component) permanently or indefinitely ceases to provide the Benchmark (or such component); or (ii) in the case of clause (iii) of the definition of “Benchmark Transition Event”, the date of the public statement or publication of information referenced therein. For the avoidance of doubt, if the event that gives rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination; “Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark (including the daily published component used in the calculation thereof): (i) a public statement or publication of information by or on behalf of the administrator of the Benchmark (or such component) announcing that such administrator has ceased or will cease to provide the Benchmark (or such component), permanently or indefinitely, provided that, at the time of A43902758 97 such statement or publication, there is no successor administrator that will continue to provide the Benchmark (or such component); or (ii) a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark (or such component), the central bank for the currency of the Benchmark (or such component), an insolvency official with jurisdiction over the administrator for the Benchmark (or such component), a resolution authority with jurisdiction over the administrator for the Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for the Benchmark (or such component), which states that the administrator of the Benchmark (or such component) has ceased or will cease to provide the Benchmark (or such component) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark (or such component); or (iii) a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing that the Benchmark is no longer representative; “ISDA Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time; “ISDA Fallback Adjustment” means the spread adjustment, (which may be a positive or negative value or zero) that would apply for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark; “ISDA Fallback Rate” means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective upon the occurrence of an index cessation date with respect to the Benchmark for the applicable tenor excluding the applicable ISDA Fallback Adjustment; “Reference Time” with respect to any determination of the Benchmark means (1) if the Benchmark is Compounded SOFR, the Relevant Time, and (2) if the Benchmark is not Compounded SOFR, the time determined by the Issuer after giving effect to the Benchmark Replacement Conforming Changes; “Relevant Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto; and “Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment. 7 Redemption and Purchase (a) Final Redemption Unless previously redeemed, or purchased and cancelled, Notes shall be redeemed at their principal amount (or at such other redemption amount as may be specified in the relevant Final Terms) on the date or dates (or, in the case of Notes which bear interest at a floating rate, on the date or dates upon which interest is payable) specified in the relevant Final Terms. Notes may be redeemed before such date or dates in accordance with Condition 7(b). If stated as being applicable in the relevant Final Terms, Notes may also be redeemed before such date or dates in accordance with Condition 7(c) and/or Condition 7(f). The Issuer may also purchase Notes in accordance with Condition 7(g). A43902758 98 (b) Redemption for taxation reasons The Issuer may, at its option, redeem the Notes in whole, but not in part, upon giving not more than the Maximum Period of Notice nor less than the Minimum Period of Notice, each as specified in the applicable Final Terms (specifying, in the case of Notes which bear interest at a floating rate, a date for such redemption which is an Interest Payment Date) to the Holders of such Notes at their principal amount (or such other redemption amount as may be specified in these Terms and Conditions) less any additional amounts payable under Condition 9 or under any additional or substitute undertaking given pursuant to the Trust Deed (each a “Tax Early Redemption Amount”) provided that the Issuer or a Guarantor shall provide to the Trustee an opinion in writing of a reputable firm of lawyers of good standing (such opinion to be in a form, and such firm to be a firm, to which the Trustee shall have no reasonable objection) to the effect that there is a substantial likelihood that the Issuer or such Guarantor would be required to pay Additional Amounts in accordance with Condition 9 or under any additional or substitute undertaking given pursuant to the Trust Deed upon the next due date for a payment in respect of the Notes by reason of: (i) any actual or proposed change in or amendment to the laws, regulations or rulings of The Netherlands, the United Kingdom or the United States or any political subdivision or taxing authority thereof or therein; or (ii) any actual or proposed change in the official application or interpretation of such laws, regulations or rulings; or (iii) any action which shall have been taken by any taxing authority or any court of competent jurisdiction of The Netherlands, the United Kingdom or the United States or any political subdivision or taxing authority thereof or therein, whether or not such action was taken or brought with respect to the relevant Issuer or Guarantor; or (iv) any actual or proposed change in the official application or interpretation of, or any actual or proposed execution of, or amendment to, any treaty or treaties affecting taxation to which The Netherlands, the United Kingdom or the United States is or is to be a party, which change, amendment or execution becomes effective, taking of action occurs, or proposal is made, on or after the Issue Date of such Notes. (c) Optional Early Redemption (Call, Issuer Par Call, Make Whole Redemption and Clean-Up Call) (1) Call If Condition 7(c) – Call is specified in the relevant Final Terms as being applicable, then the Issuer may, upon the expiry of the appropriate notice (as specified in Condition 7(d)) redeem all (but not, unless and to the extent that the relevant Final Terms specifies otherwise, some only) of the Notes at any time or from time to time (i) where no particular period during which Call is applicable is specified, prior to their Maturity Date, or (ii) where Call is specified as only being applicable for a certain period, during such period, at their call early redemption amount (which shall be their principal amount or such other call early redemption amount as may be specified in the relevant Final Terms) (each, a “Call Early Redemption Amount”). (2) Issuer Par Call If Condition 7(c) – Issuer Par Call is specified in the relevant Final Terms as being applicable, then the Issuer may, upon the expiry of the appropriate notice (as specified in Condition 7(d)) redeem all (but not some only) of the Notes at any time during the Par Call Period specified as being applicable in the
A43902758 99 applicable Final Terms at their Final Redemption Amount (which, unless otherwise specified in the applicable Final Terms, is their nominal amount) specified in the applicable Final Terms. (3) Make Whole Redemption If Condition 7(c) – Make Whole Redemption is specified in the relevant Final Terms as being applicable, then the Issuer may, upon the expiry of the appropriate notice (as specified in Condition 7(d)), redeem all (but not, unless and to the extent that the relevant Final Terms specifies otherwise, some only) of the Notes at any time or from time to time (i) where no particular period during which Make-Whole Redemption is applicable is specified, prior to their Maturity Date, or (ii) where Make- Whole Redemption is specified as only being applicable for a certain period, during such period, in each case on the date for redemption specified in such notice (the “Make Whole Redemption Date”) at the Make Whole Redemption Amount. The Make Whole Redemption Amount shall be equal to the higher of the following, in each case together with accrued interest (if any) thereon (calculated as provided in these Terms and Conditions and the Trust Deed) to but excluding the date fixed for redemption: (i) the nominal amount of the Note; and (ii) the sum of the then present values of the remaining scheduled payments of principal and the Remaining Term Interest on such Notes (exclusive of interest accrued to the Make Whole Redemption Date) and such present values shall be calculated by discounting such amounts to the Make Whole Redemption Date on an annual basis (based on the Day Count Fraction specified hereon) at the Reference Dealer Rate (as defined below) plus any applicable Redemption Margin specified in the applicable Final Terms, in each case as determined by the Determination Agent. Any such redemption or exercise must relate to Notes of a nominal amount at least equal to the Minimum Redemption Amount to be redeemed specified in the applicable Final Terms and no greater than the Maximum Redemption Amount to be redeemed specified in the applicable Final Terms. In the case of a partial redemption the notice to Noteholders shall also contain the certificate numbers of the Bearer Notes to be redeemed, which shall have been drawn in such place as the Trustee may approve and in such manner as it deems appropriate, subject to compliance with any applicable laws and stock exchange or other relevant authority requirements. In this Condition: “Determination Agent” means a financial adviser or bank which is independent of the Issuer appointed by the Issuer and approved by the Trustee for the purpose of determining the Make Whole Redemption Price. “Determination Date” means the date specified as such in the applicable Final Terms. “Gross Redemption Yield” means a yield calculated in accordance with generally accepted market practice at such time, as advised to the Issuer by the Determination Agent. “Reference Dealers” means those Reference Dealers specified in the applicable Final Terms; “Reference Dealer Rate” means with respect to the Reference Dealers and the Make Whole Redemption Date, the average of the five quotations of the mid-market annual yield to maturity of the Reference Bond specified in the relevant Final Terms or, if the Reference Bond is no longer outstanding, a similar security in the reasonable judgement of the Reference Dealers, at the Quotation Time specified in the applicable Final Terms on the Determination Date specified in the applicable A43902758 100 Final Terms quoted in writing to the Determination Agent and the Trustee by the Reference Dealers; and “Remaining Term Interest” means, with respect to any Note, the aggregate amount of scheduled payment(s) of interest on such Notes for the remaining term to maturity of such Notes (or if Issuer Par Call is specified as being applicable in the applicable Final Terms, the remaining term up to the Par Call Period Commencement Date as specified in the applicable Final Terms) determined on the basis of the rate of interest applicable to such Note from and including the date on which such Note is to be redeemed by the Issue pursuant to this Condition 7(c). (4) Clean-Up Call If Condition 7(c) – Clean-Up Call is specified in the relevant Final Terms as being applicable, in the event that at least 80 per cent. of the initial aggregate principal amount of the Notes has been purchased and cancelled by the Issuer, then the Issuer may, at its option, upon the expiry of the appropriate notice (as specified in Condition 7(d)) redeem all (but not some only) of the Notes at their Final Redemption Amount specified in the applicable Final Terms. (d) The Appropriate Notice The appropriate notice referred to in the relevant provision of Condition 7(c) is a notice given by the Issuer to the Trustee and the Principal Paying Agent which notice shall be signed by an authorised signatory of the Issuer and shall specify: (i) the Notes subject to redemption; (ii) (if the relevant Final Terms specifies that some only of the Notes may be redeemed) whether Notes are to be redeemed in whole or in part only and, if in part only, the aggregate principal amount of the Notes which are to be redeemed; (iii) the due date for such redemption, which shall be a Business Day (as defined in Condition 8B(1)) which shall be not less than 10 days after the date on which such notice is validly given, which shall be, in the case of Notes which bear interest at a floating rate, an Interest Payment Date; and (iv) the Call Early Redemption Amount at which such Notes are to be redeemed or, as applicable, the Determination Date on which the Make Whole Redemption Amount shall be determined. In addition, if Condition 7(c) – Make Whole Redemption is specified in the relevant Final Terms as being applicable, then the notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, in which case such notice shall state that, in the Issuer’s discretion, the Make Whole Redemption Date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the Make Whole Redemption Date, or by the Make Whole Redemption Date so delayed. Any such notice shall be given not more than the Maximum Period of Notice and not less than the Minimum Period of Notice, each as specified in the applicable Final Terms prior to the date fixed for redemption, shall also be given to the Holders of the Notes in accordance with Condition 14, shall be irrevocable (unless the Trustee otherwise agrees), and the delivery thereof shall oblige the Issuer to make the redemption therein specified. A43902758 101 (e) Partial Redemption If the Notes are to be redeemed in part only on any date in accordance with Condition 7(c) the Notes to be redeemed shall be drawn by lot in such European city as the Issuer and the Trustee may agree, or identified in such other manner or in such other place as the Trustee may, in its absolute discretion, approve and deem appropriate and fair, subject always to compliance with all applicable laws and the requirements and procedures of any stock exchange on which the relevant Notes may be listed and of any clearing system in which the Notes are held and, in the case of such clearing system being Euroclear and Clearstream, Luxembourg, such redemption to be reflected in the records of Euroclear and Clearstream, Luxembourg as either a pool factor or a reduction in nominal amount, at their discretion. (f) Optional Early Redemption (Put) If this Condition 7(f) is specified in the relevant Final Terms as being applicable, then the Issuer shall, upon the exercise of the relevant option by the Holder of any Note, redeem such Note on the date or the next of the dates specified in the relevant Final Terms at its principal amount (or such other redemption amount as may be specified in the relevant Final Terms) (each, a “Put Early Redemption Amount”). In order to exercise such option, the Holder must, not less than 45 days before the date so specified, deposit the relevant Note (together, in the case of an interest-bearing Definitive Note, with any unmatured Coupons appertaining thereto) with any Paying Agent together with a duly completed redemption notice in the form which is available from the specified office of any of the Paying Agents. (g) Purchase of Notes The Issuer, each Guarantor and any other Group Company may at any time purchase Notes at any price in the open market or otherwise. If purchases are made by tender, tenders must be made available to all Noteholders alike. (h) Cancellation All Notes (together, in the case of interest-bearing Definitive Notes, with unmatured Coupons attached thereto or surrendered therewith) redeemed in accordance with this Condition 7 shall be cancelled forthwith and may not be reissued or resold, and Notes (together, in the case of interest-bearing Definitive Notes, with unmatured Coupons attached thereto or surrendered therewith) purchased in accordance with this Condition 7 may, at the option of the purchaser, be cancelled, held or resold. (i) Zero Coupon Notes (i) The early redemption amount payable in respect of any Zero Coupon Note, upon redemption of such Note pursuant to Condition 7(b), Condition 7(c) or Condition 7(f) or upon it becoming due and payable as provided in Condition 10 shall be the Amortised Face Amount (calculated as provided below) of such Note unless otherwise specified in the relevant final terms. (ii) Subject to the provisions of sub-paragraph (iii) below, the Amortised Face Amount of any such Note shall be the scheduled Final Redemption Amount of such Note on the Maturity Date discounted at a rate per annum (expressed as a percentage) equal to the Amortisation Yield (which, if none is shown hereon, shall be such rate as would produce an Amortised Face Amount equal to the issue price of the Notes if they were discounted back to their issue price on the Issue Date) compounded annually. (iii) If the early redemption amount payable in respect of any such Note upon its redemption pursuant to Condition 7(b), Condition 7(c) or Condition 7(f) or upon it becoming due A43902758 102 and payable as provided in Condition 10 is not paid when due, the early redemption amount due and payable in respect of such Note shall be the Amortised Face Amount of such Note as defined in sub-paragraph (B) above, except that such sub-paragraph shall have effect as though the date on which the Note becomes due and payable were the Relevant Date. The calculation of the Amortised Face Amount in accordance with this sub-paragraph shall continue to be made (both before and after judgment) until the Relevant Date, unless the Relevant Date falls on or after the Maturity Date, in which case the amount due and payable shall be the scheduled Final Redemption Amount of such Note on the Maturity Date together with any interest that may accrue in accordance with Condition 6G. Where such calculation is to be made for a period of less than one year, it shall be made on the basis of the Day Count Fraction shown in the final terms. 8 Payments (A) Payments (1) Payment of amounts (whether principal, redemption amount or otherwise and including accrued interest other than interest due against surrender of matured Coupons) due in respect of a Note will be made against presentation of the relevant Note at the specified office of any of the Paying Agents outside (unless Condition 8A(3) applies) the United States provided that such payment is not made into the United States or into an account maintained in the United States. (2) Payment of amounts due in respect of interest on Notes will be made: (a) in the case of a Temporary Global Note or Permanent Global Note, against presentation of the relevant Temporary Global Note or Permanent Global Note at the specified office of any of the Paying Agents outside (unless Condition 8A(3) applies) the United States and, in the case of a Temporary Global Note, upon due certification as required therein; (b) in the case of Definitive Notes without Coupons attached thereto at the time of their initial delivery, against presentation of the relevant Definitive Notes at the specified office of any of the Paying Agents outside (unless Condition 8A(3) applies) the United States; and (c) in the case of Definitive Notes initially delivered with Coupons attached thereto, against surrender of the relevant Coupons at the specified office of any of the Paying Agents outside (unless Condition 8A(3) applies) the United States. (3) Payments of amounts due in respect of interest on Notes and exchanges of Talons for Coupon sheets in accordance with Condition 8A(6) will not be made at the specified office of any Paying Agent in the United States (as defined in the United States Internal Revenue Code of 1986, as amended, and U.S. Treasury regulations thereunder) unless: (a) payment in full of amounts due or, as the case may be, the exchange of Talons in respect of interest on such Notes when due at all the specified offices of the Paying Agents outside the United States is illegal or effectively precluded by exchange controls or other similar restrictions; (b) such payment or, as the case may be, exchange is permitted by applicable United States law; and
A43902758 103 (c) the Notes are denominated in and payable in United States Dollars. If paragraphs (i) to (iii) above apply, the Issuer and the Guarantor(s) shall forthwith appoint a further Paying Agent with a specified office in New York City. (4) If the due date for payment of any amount due in respect of any Note is not both a Relevant Financial Centre Day and a local banking day, then the Holder thereof will not be entitled to payment thereof until the next day which is such a day and, thereafter, will be entitled to receive payment by cheque on any local banking day, and will be entitled to payment by transfer to a designated account, on any day which is a local banking day, a Relevant Financial Centre Day and a day on which commercial banks and foreign exchange markets settle payments in the relevant currency in the place where the relevant designated account is located. No further payment on account of interest or otherwise shall be due in respect of such postponed payment unless there is subsequent failure to pay in accordance with these Terms and Conditions in which event interest shall continue to accrue as provided in Condition 6E(5). For the purpose of this Condition 8A(4), “Relevant Financial Centre Day” means, in the case of a currency other than euro, a day on which commercial banks and foreign exchange markets settle payments in the Relevant Financial Centre and any other place specified in the relevant Final Terms and, in the case of payment in euro, a TARGET Day and a “local banking day” means a day (other than a Saturday or Sunday) on which commercial banks are open for business in the place of presentation of the relevant Note or, as the case may be, Coupon. (5) Each Definitive Note initially delivered with Coupons attached thereto shall be presented and, save in the case of partial redemption of such Note, surrendered for final redemption together with all unmatured Coupons appertaining thereto, failing which: (a) in the case of Definitive Notes which bear interest at a fixed rate or rates, the amount of any missing unmatured Coupons (or, in the case of a payment not being made in full, that portion of the amount of such missing unmatured Coupon which that redemption amount paid bears to the total redemption amount due) (excluding for this purpose Talons) will be deducted from the amount otherwise payable on such final redemption, the principal amount so deducted being payable against surrender of the relevant Coupon at the specified office of any of the Paying Agents at any time within 10 years of the Relevant Date applicable to payment of such final redemption amount; and (b) in the case of Definitive Notes which bear interest at, or at a margin above or below, a floating rate, all unmatured Coupons relating to such Notes (whether or not surrendered therewith) shall become void and no payment shall be made thereafter in respect of them. The provisions of paragraph (i) of this Condition 8A(5) notwithstanding, if any Definitive Notes which bear interest at a fixed rate or rates should be issued with a maturity date and a fixed rate or fixed rates such that, on the presentation for payment of any such Definitive Note without any unmatured Coupons attached thereto or surrendered therewith, the amount required by paragraph (i) to be deducted would be greater than the amount otherwise due for payment, then, upon the due date for redemption of any such Definitive Note, such unmatured Coupons (whether or not attached) being Coupons representing an amount in excess of the relevant redemption amount shall become void (and no payment shall be made in respect thereof) as shall be required so that, upon application of the provisions of paragraph (i) in respect of such Coupons as have not so become void, the amount required by paragraph (i) to be deducted would not be greater than the amount otherwise due for payment. Where the application of the A43902758 104 foregoing sentence requires some but not all of the unmatured Coupons relating to a Definitive Note to become void, the relevant Paying Agent shall determine which unmatured Coupons are to become void, and shall select for such purpose Coupons maturing on later dates in preference to Coupons maturing on earlier dates. (6) In relation to Definitive Notes initially delivered with Talons attached thereto, on or after the due date for the payment of interest on which the final Coupon comprised in any Coupon sheet matures, the Talon comprised in the Coupon sheet may be surrendered at the specified office of any Paying Agent outside (unless Condition 8A(3) applies) the United States in exchange for a further Coupon sheet (including any appropriate further Talon), subject to the provisions of Condition 12 below. Each Talon shall, for the purpose of these Terms and Conditions, be deemed to mature on the due date for the payment of interest on which the final Coupon comprised in the relative Coupon sheet matures. (7) Payments of amounts due (whether principal, redemption amount, interest or otherwise) in respect of Notes will be made by (a) transfer to an account in the relevant currency specified by the payee or (b) cheque in the relevant currency drawn on a bank in the Relevant Financial Centre provided, however, that in the case of (a), payment shall not be made to an account within the United States unless permitted by applicable U.S. tax law requirements. (B) Payments – General Provisions (1) Save as otherwise specified herein, for the purposes of these Terms and Conditions: (a) “Business Day” means: in relation to Notes payable in euro, a TARGET Day; in relation to Notes payable in any other currency, a day on which commercial banks are open for business and foreign exchange markets settle payments in the Relevant Financial Centre in respect of the relevant currency; a day on which commercial banks are open for business and foreign exchange markets settle payments in any place specified in the relevant Final Terms; and in relation to Floating Rate Notes where the Reference Rate is specified in the relevant Final Terms as Compounded Daily SOFR or Weighted Average SOFR, a U.S. Government Securities Business Day; (b) “Relevant Financial Centre” means, in relation to the Notes denominated in a currency other than euro, such financial centre or centres as may be specified in relation to the relevant currency for the purposes of the definition of “Business Day” in the ISDA Definitions and, in relation to Notes denominated in euro, the principal financial centre of any of the member states in the Euro-zone; and (c) “TARGET System” means the Trans-European Automated Real-Time Gross Settlement Express Transfer (known as TARGET2) System, or any successor thereto. (2) Payments will, without prejudice to the provisions of Condition 9, be subject in all cases to: (i) any applicable fiscal or other laws and regulations; and (ii) any withholding or deduction required pursuant to an agreement described in Section 1471(b) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) or otherwise imposed pursuant to Sections 1471 through 1474 of the Code, any regulations or agreements thereunder, any official interpretations A43902758 105 thereof or any law implementing an intergovernmental approach with respect thereto (“FATCA”). (C) Redenomination (1) Unless disapplied in the relevant Final Terms, the Issuer may, without the consent of the Noteholders and the Couponholders, on giving prior notice to the Trustee, the Principal Paying Agent, Euroclear and Clearstream, Luxembourg and at least 30 days’ prior notice to the Noteholders in accordance with Condition 14, elect that, in the case of Notes denominated in the currency of a member state of the European Union that has not adopted the single currency in accordance with the Treaty, with effect from the Redenomination Date specified in the notice, Notes denominated in the currency of such member state of the European Union that adopts the single currency in accordance with the Treaty shall be redenominated in euro. (2) The election will have effect as follows: (a) each Specified Denomination and, in the case of Fixed Rate Notes, each amount of interest specified in the Coupons will be deemed to be such amount of euro as is equivalent to its denomination or the amount of interest so specified in the Specified Currency at the Established Rate, rounded down to the nearest €0.01 (any fraction arising therefrom shall be paid on the Redenomination Date to the Noteholder in addition to the payment of interest otherwise payable on such Redenomination Date); (b) if definitive notes are required to be issued after the Redenomination Date they shall be issued at the expense of the Issuer in denominations of at least €100,000, or such higher denominations as the Agent shall determine and notify to the Noteholders; (c) after the Redenomination Date, all payments in respect of the Notes and the Coupons, other than payments of interest in respect of periods commencing before the Redenomination Date, will be made solely in euro as though references in the Notes to the Specified Currency were to euro. Payments will be made in euro by credit or transfer to a euro account (or any other account to which euro may be credited or transferred) specified by the payee or, at the option of the payee, by a euro cheque; (d) if the Notes are Fixed Rate Notes and interest for any period ending on or after the Redenomination Date is required to be calculated for a period ending other than on an Interest Payment Date it will be calculated: (A) in the case of the Notes in global form, by applying the Rate of Interest to the principal amount of such Notes; and (B) in the case of Notes in definitive form, by applying the Rate of Interest to the Calculation Amount, and, in each case, multiplying such sum by the applicable Day Count Fraction, which, in this case, shall be Actual/Actual (ICMA) and rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with the applicable market convention. Where the Denomination of a Fixed Rate Note in definitive form comprises more than one Calculation Amount, the amount of interest payable in respect of such Fixed Rate Note shall be the aggregate of the amounts (determined in the manner provided above) for each Calculation Amount comprising the Denomination without any further rounding; A43902758 106 (e) if the Notes are Floating Rate Notes the relevant Final Terms will specify any relevant changes to the provisions relating to interest; and (f) such other changes shall be made to these Terms and Conditions as the Issuer may decide, after consultation with the Principal Paying Agent, and as may be specified in the notice, to conform them to conventions then applicable to instruments denominated in euro to the satisfaction of the Trustee. (3) For the purposes of these Terms and Conditions: (a) “Established Rate” means the rate for the conversion of the Specified Currency (including compliance with rules relating to roundings in accordance with applicable European Community regulations) into euro established by the Council of the European Union pursuant to Article 123 of the Treaty; (b) “euro” means the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty; (c) “Redenomination Date” means (in the case of interest-bearing Notes) any date for payment of interest under the Notes or (in the case of Zero Coupon Notes) any date, in each case specified by the Issuer in the notice given to the Noteholders pursuant to paragraph 8C(1) above and which falls on or after the date on which the relevant member state of the European Union that has not adopted the single currency in accordance with the Treaty, adopts the single currency in accordance with the Treaty; (d) “Specified Currency” means the currency specified in the relevant Final Terms; (e) “Specified Denomination” means the denomination (of the relevant Notes in the Specified Currency) specified in the relevant Final Terms; and (f) “Treaty” means the Treaty establishing the European Community as amended. (D) Exchange The Issuer may, without the consent of the Noteholders and the Couponholders, on giving prior notice to the Trustee, the Principal Paying Agent, Euroclear and Clearstream, Luxembourg and not less than 30 days’ prior notice to the Noteholders in accordance with Condition 14, elect that, with effect from the Redenomination Date specified in the notice, the Notes shall be exchangeable for Notes expressed to be denominated in euro in accordance with such arrangements as the Issuer may decide, after consultation with the Principal Paying Agent, and as may be specified in the notice, including arrangements under which Coupons unmatured at the date so specified become void. (E) The Paying Agents (1) The Issuer and the Guarantor(s) together reserve the right, in accordance with the provisions of the Paying Agency Agreement, to vary or terminate the appointment of any Paying Agent (including the Principal Paying Agent) and to appoint additional or other Paying Agents provided that they will at all times maintain (i) a Principal Paying Agent, (ii) so long as any Notes are listed on any stock exchange, a Paying Agent in such place as may be required by such relevant stock exchange and (iii) in the circumstances described in Condition 8A(3), a Paying Agent with a specified office in New York City. The Paying Agents reserve the right at any time to change their respective offices to some other specified office in the same city. Notice of all changes in the identities or specified offices of the Paying Agents will be notified promptly by the Issuer to the Holders of the Notes in accordance with Condition 14.
A43902758 107 (2) The Paying Agents act solely as agents of the Issuer and the Guarantor(s) or, following the occurrence of a Default (as defined in Condition 10), the Trustee and, save as provided in the Paying Agency Agreement, do not assume any obligations towards or relationship of agency or trust for any Holder of any Note or Coupon and each of them shall only be responsible for the performance of the duties and obligations expressly imposed upon them in the Paying Agency Agreement or incidental thereto. (3) The initial Paying Agents and their respective initial specified offices are specified below. 9 Taxation All payments of principal of, and interest on, Notes by the Issuer or, as the case may be, a Guarantor will be made without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by or on behalf of The Netherlands (in the case of payment by UFN), the United Kingdom (in the case of payment by PLC) or the United States (in the case of payment by UNUS) or (in any such case) any political subdivision or taxing authority thereof or therein, unless such withholding or deduction is required by law. In such event, except to the extent that the withholding or deduction is made in respect of FATCA, the Issuer or, as the case may be, such Guarantor, will pay such additional amounts (“Additional Amounts”) as shall be necessary in order that the net amounts received by the holder of any Note or, as the case may be, Coupon, after such withholding or deduction, shall equal the respective amounts of principal and interest which would have been receivable in respect of the Notes or, as the case may be, Coupons in the absence of such withholding or deduction, provided however that no such Additional Amounts shall be payable: (A) by UFN or PLC (as the case may be) with respect to: (i) any Note or Coupon presented for payment by, or on behalf of, a Holder who is liable to such taxes or duties in respect of such Note or Coupon by reason of his having some connection with The Netherlands or, as the case may be, the United Kingdom other than the mere holding of such Note or Coupon; or (ii) any payment in respect of a Note or Coupon where the Holder thereof would be able to avoid such withholding or deduction by making a declaration of non-residence or other similar claim for exemption to the relevant tax authority; or (iii) if presentment is required, any Note or Coupon presented for payment more than 30 days after the Relevant Date except to the extent that the holder thereof would have been entitled to such Additional Amounts on presenting the same for payment on such thirtieth day; or (iv) any tax, assessment or other governmental charge required to be withheld or deducted by any Paying Agent from any payment by UFN or, as the case may be, PLC if such payment can be made without such withholding or deduction by any other Paying Agent; or (v) any estate, inheritance, gift, sales, transfer, excise, personal property or any similar tax, assessment or other governmental charge; or (vi) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of principal, premium, if any, or interest, if any, with respect to such Note or Coupon; or A43902758 108 (vii) any payment in respect of a Note or Coupon to any Holder who is not the sole beneficial owner of such Note or Coupon to the extent that a beneficial owner thereof would not have been entitled to payment thereof had such beneficial owner been the Holder of such Note or Coupon; or (viii) any withholding or deduction which is required to be made pursuant to the Dutch Withholding Tax Act 2021 (Wet bronbelasting 2021); or (ix) any combination of (i) to (viii); or (B) by UNUS with respect to: (i) any Note or Coupon presented for payment by, or on behalf of, a Holder who is liable for such taxes or duties in respect of such Note or Coupon by reason of his having some connection with the United States other than the mere holding of such Note or Coupon; or (ii) any payment in respect of a Note or Coupon where the Holder thereof would be able to avoid such withholding or deduction by making a declaration of non-residence or other similar claim for exemption to the relevant tax authority; or (iii) if presentment is required, any Note or Coupon presented for payment more than 30 days after the Relevant Date except to the extent that the holder thereof would have been entitled to such Additional Amounts on presenting the same for payment on such thirtieth day; or (iv) any tax, assessment or other governmental charge required to be withheld or deducted by any Paying Agent from any payment by UNUS in its capacity as Guarantor if such payment can be made without such withholding or deduction by any other Paying Agent; or (v) any estate, inheritance, gift, sales, transfer, excise, personal property or any similar tax, assessment or other governmental charge; or (vi) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of principal, premium, if any, or interest, if any, with respect to such Note or Coupon; or (vii) any payment in respect of a Note or Coupon to any Holder who is not the sole beneficial owner of such Note or Coupon to the extent that a beneficial owner thereof would not have been entitled to payment thereof had such beneficial owner been the Holder of such Note or Coupon; or (viii) any combination of (i) to (vii). As used herein, “Relevant Date” means whichever is the later of (i) the date on which such payment first becomes due and (ii) if the full amount of the moneys payable has not been made available to the Principal Paying Agent on or prior to such date, the date on which, the full amount of such moneys having been made available, notice to that effect shall have been given to the Noteholders in accordance with Condition 14. References herein to principal of, or interest on, the Notes shall be deemed also to refer to any Additional Amounts which may be payable with respect thereto under this Condition or any undertakings given in addition thereto or in substitution therefor pursuant to the Trust Deed. A43902758 109 The provisions of this Condition shall be without prejudice to the rights of substitution conferred by Condition 15. 10 Repayment Upon Event of Default (A) The following events or circumstances (each, a “Default”) shall be acceleration events in relation to the Notes of a Series: (a) there is a default in the payment of any principal of, or for more than 15 days in the payment of any interest due on, any of the Notes; or (b) there is a default in the performance or observance by (in the case of UFN Notes) UFN or PLC or (in the case of PLC Notes) PLC, of any other obligation under the Trust Deed or the UFN Notes or PLC Notes (as applicable) and such default continues for 30 days after written notice thereof shall have been given to the Issuer and the Guarantor(s) by the Trustee requiring the same to be remedied; or (c) (i) any other indebtedness in respect of borrowed money (amounting in aggregate principal amount to not less than U.S.$100,000,000 or the equivalent thereof in any other currency or currencies) of either (in the case of UFN Notes) UFN or PLC or (in the case of PLC Notes) PLC becomes prematurely repayable as a result of a default under the terms thereof, or (ii) (in the case of UFN Notes) either UFN or PLC or (in the case of PLC Notes) PLC, defaults in the repayment of any indebtedness in respect of borrowed money (amounting in aggregate principal amount to not less than U.S.$100,000,000 or the equivalent thereof in any other currency or currencies) at the maturity thereof (taking into account any applicable grace period therefor), or (iii) any guarantee or indemnity given by (in the case of UFN Notes) either UFN or PLC or (in the case of PLC Notes) PLC, in respect of any indebtedness in respect of borrowed money (amounting in aggregate principal amount to not less than U.S.$100,000,000 or the equivalent thereof in any other currency or currencies) shall not be honoured when due and called upon (taking into account any applicable grace period therefor) save where the Trustee is satisfied that liability under such guarantee or indemnity is being contested in good faith; or (d) an order is made or a decree or an effective resolution is passed for the winding-up, liquidation or dissolution of (in the case of UFN Notes) UFN or PLC or (in the case of PLC Notes) PLC or (in any case) an administration order is made or an administrator is appointed in relation to PLC (except for the purpose of a merger, reconstruction or amalgamation, under the terms of Condition 15 or the terms of which have previously been approved in writing by the Trustee) and (except where such order, decree or resolution is initiated or consented to by the relevant company or its shareholders) such order, decree or resolution is not discharged or stayed within a period of 60 days; or (e) (in the case of UFN Notes) UFN or PLC (except for the purpose of a merger, reconstruction or amalgamation, under the terms of Condition 15 or the terms of which have previously been approved in writing by the Trustee) ceases or threatens to cease to carry on the whole or substantially the whole of its business; or (f) an administrative receiver or other receiver, trustee, assignee or like officer is appointed in respect of the whole or a substantial part of the undertaking or assets of PLC or (in the case of UFN Notes only) an administrator (bewindvoerder) is provisionally or definitively appointed by the District Court in the event of a moratorium (surséance van betaling) over the whole or any part of the undertaking or assets of UFN and (except where any such appointment is made by or A43902758 110 at the instigation or motion of the relevant company or its shareholders) such appointment is not discharged within 30 days; or (g) (in the case of UFN Notes only) a trustee in bankruptcy (curator) is appointed by the District Court in the event of bankruptcy (faillissement) affecting the whole or any part of the undertaking or assets of UFN and such appointment is not discharged within 30 days; or (h) a distress or execution is levied or enforced upon or sued out against (in the case of the UFN Notes) any part of the assets of UFN (being either an executory attachment (executoriaal beslag) or a conservatory attachment (conservatoir beslag)) or (in any case) a substantial part of the assets of PLC and, in either case, is not removed, discharged, cancelled or paid out within 30 days after the making thereof or any encumbrancer takes possession of (in the case of UFN Notes) the whole or any part of the undertaking or assets of UFN or (in any case) the whole or any substantial part of the undertaking or assets of PLC and is not discharged within 30 days; or (i) (in the case of UFN Notes only) for any reason the guarantee of PLC in respect of the UFN Notes ceases to be in full force and effect. For the purposes of paragraphs (f) and (h) the expression “a substantial part” means a part whose value is equal to or greater than 25 per cent. of the aggregate value of the fixed assets and current assets of the Unilever Group, such value and such assets being determined by reference to the then most recently published audited consolidated balance sheet of the Unilever Group. A report by the auditors of PLC that, in their opinion, (i) the amounts shown in a certificate provided by PLC (showing the fixed assets and current assets of the relevant part and those fixed assets and current assets expressed as a percentage of the fixed assets and current assets of the Unilever Group) have been correctly extracted from the accounting records of the Unilever Group and (ii) the percentage of the fixed assets and current assets of that part to the fixed assets and the current assets of the Unilever Group has been correctly calculated, shall, in the absence of manifest error, be conclusive evidence of the matters to which it relates. (B) If any Default shall occur in relation to the Notes of a Series, the Trustee in its discretion may, and (subject to its rights under the Trust Deed to be indemnified and/or secured and/or prefunded to its satisfaction), if so directed by an Extraordinary Resolution of the Holders of the Notes of the relevant Series or if so requested in writing by the Holders of not less than 25 per cent. in principal amount of the Notes of the relevant Series, shall, but, in the case of the happening of any of the events referred to in paragraphs (b), (c), (e), (f), (g) or (h) of Condition 10A, only if the Trustee shall have certified to the Issuer and the Guarantor(s) that such event is, in its opinion, materially prejudicial to the interests of the Holders of the Notes of the relevant Series, by written notice to the Issuer and the Guarantor(s) declare that such Notes are immediately repayable whereupon the same shall become immediately repayable at their default early redemption amount (which shall be their principal amount or such other default early redemption amount as may be specified in the relevant Final Terms) together with all interest (if any) accrued thereon (calculated as provided in these Terms and Conditions and in the Trust Deed). 11 Enforcement At any time after the Notes of a Series shall have become repayable, the Trustee may, at its discretion and without further notice, institute such proceedings against the Issuer and the Guarantor(s) as it may think fit to enforce repayment of such Notes together with accrued interest and to enforce the provisions of the Trust Deed, but it shall not be bound to take any such proceedings unless (i) it shall have been so directed by an Extraordinary Resolution or so requested in writing by the holders of at least 25 per cent. in principal amount
A43902758 111 of the Notes of the relevant Series then outstanding and (ii) it shall have been indemnified and/or prefunded and/or received security to its satisfaction. Only the Trustee may enforce the provisions of the Notes or the Trust Deed and no Holder or Couponholder shall be entitled to proceed directly against the Issuer or the Guarantor(s) unless the Trustee, having become bound so to proceed, fails to do so within a reasonable time and such failure is continuing. 12 Prescription (a) Claims against the Issuer and/or any Guarantor(s) in respect of Notes and Coupons will become void unless presented for payment within a period of 10 years, in the case of Notes and five years, in the case of Coupons, from the Relevant Date (as defined in Condition 9) relating thereto. (b) In relation to Definitive Notes initially delivered with Talons attached thereto, there shall not be included in any Coupon sheet issued upon exchange of a Talon pursuant to Condition 8A(6) any Coupon which would be void upon issue or the due date for payment of which would fall after the due date for the redemption of the relevant Note or which would be void pursuant to this Condition 12. 13 Replacement of Notes and Coupons If any Note or Coupon is lost, stolen, mutilated, defaced or destroyed, it may be replaced at the specified office of the Principal Paying Agent upon payment by the claimant of all expenses incurred in connection with such replacement and upon such terms as to evidence, security, indemnity and otherwise as the Issuer or the Principal Paying Agent may require. Mutilated or defaced Notes and Coupons must be surrendered before replacements will be delivered. 14 Notices Notices to Holders of Notes will be deemed to be validly given if published in one leading English language daily newspaper with circulation in London (which is expected to be the Financial Times) or, if this is not possible, in one other leading English language daily newspaper with circulation in Europe or, in the case of a Temporary Global Note or Permanent Global Note, if delivered to Euroclear and/or Clearstream, Luxembourg and/or any other applicable clearing system for communication by them to the persons shown in their respective records as having interests therein provided that the requirements of the relevant stock exchange(s) have been complied with. Any such notice shall be deemed to have been given on the date of such publication or, if so published more than once, on the date of first publication or, as the case may be, on the fourth day after the date of such delivery to Euroclear and/or Clearstream, Luxembourg and/or such other clearing system. If publication is not practicable in any such newspaper, notice will be validly given if made in such other manner, and shall be deemed to have been given on such date, as the Trustee may in each case approve in writing. Holders of Coupons will be deemed for all purposes to have notice of the contents of any notice given to Holders of Notes in accordance with this Condition. 15 Meetings of Noteholders; Modification; Waiver; Substitution The Trust Deed contains provisions for convening meetings of Holders (including meetings held by virtual means via an electronic platform) of any Series of Notes to consider any matter affecting their interests, including the modification by Extraordinary Resolution of these Terms and Conditions or the provisions of the Trust Deed. The quorum at any such meeting for passing an Extraordinary Resolution will be two or more persons holding or representing a clear majority in principal amount of the Notes of that Series for the time being outstanding or, at any adjourned meeting, two or more persons being or representing Noteholders A43902758 112 whatever the principal amount of the Notes of that Series so held or represented, except that, at any meeting the business of which includes the modification of certain of these Terms and Conditions or provisions of the Trust Deed, the necessary quorum for passing an Extraordinary Resolution will be two or more persons holding or representing not less than 66 per cent., or at any adjourned such meeting not less than 33 per cent., of the principal amount of the Notes of that Series for the time being outstanding. An Extraordinary Resolution passed at any meeting of Noteholders of any Series of Notes will be binding on all Noteholders of that Series, whether or not they are present at the meeting, and on all Couponholders of that Series. The Trust Deed contains provisions for the convening of a single meeting of Holders of Notes of more than one Series where the Trustee so decides. The Trustee may agree, without the consent of the Noteholders or Couponholders of any Series, to any modification (subject to certain exceptions) of, or to the waiver or authorisation of any breach or proposed breach of, any of these Terms and Conditions or any of the provisions of the Trust Deed which, in the opinion of the Trustee, is not materially prejudicial to the interests of the Holders of such Notes or to any modification which is of a formal, minor or technical nature or is made to correct a manifest error. The Trustee may also determine that any event which would or might otherwise constitute a Default under Condition 10 shall not do so, provided that, in the opinion of the Trustee, such event is not materially prejudicial to the interests of the Holders of the Notes of the relevant Series. In addition, the Trustee shall be obliged to concur with the Issuer in effecting any Benchmark Amendment in the circumstances and as otherwise set out in Condition 6H without the consent of the Noteholders or Couponholders. Any such modification, waiver, authorisation or determination shall be binding on the Holders of the Notes of such Series and of the Coupons (if any) relating thereto and (unless the Trustee agrees otherwise) any such modification shall be notified to the Noteholders as soon as practicable thereafter in accordance with Condition 14. The Trustee may also agree, subject to certain conditions set out in the Trust Deed, but without the consent of the Holders of the Notes of such Series and of the Coupons (if any) relating thereto, (i) to the substitution of any Group Company in place of the Issuer as principal debtor in respect of the Notes of any Series or (ii) to the substitution in place of the Issuer as principal debtor, or of any Guarantor, of any successor in business (as defined in the Trust Deed) of the Issuer or, as the case may be, that Guarantor. It is a condition of any such substitution in accordance with (i) above that such Notes and Coupons (if any) relating thereto thereupon become or remain, as the case may be, unconditionally and irrevocably guaranteed on a joint and several basis by PLC (except where PLC is the new principal debtor) and UNUS. So long as any Notes remain outstanding (as defined in the Trust Deed), neither UFN nor PLC will merge with, or transfer all or substantially all of its assets or undertaking to, another company (except where UFN or PLC, as the case may be, is the continuing company) unless that other company agrees, in form and manner reasonably satisfactory to the Trustee, to be bound by the terms of the Notes and the Coupons (if any) appertaining thereto and the Trust Deed in place of UFN or PLC and the Trustee is satisfied that the conditions set out in the Trust Deed are complied with. In considering the interests of the Noteholders for the purposes of any substitution, merger or transfer as aforesaid the Trustee shall not have regard to the consequences for individual Noteholders resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory or any political subdivision thereof. 16 Indemnification of the Trustee The Trust Deed contains provisions for the indemnification of the Trustee and for its relief from responsibility, including provisions relieving it from taking proceedings to enforce repayment unless indemnified to its satisfaction. The Trustee is entitled to enter into business transactions with PLC, UFN, A43902758 113 UNUS and/or any Group Company without accounting to any Noteholders or Couponholders for any profit resulting therefrom. 17 Further Issues and Additional Issuers (A) The Issuer may, from time to time, without the consent of the Holders of any Notes or Coupons of any Series, create and issue further notes, bonds or debentures having the same terms and conditions as the Notes of an existing Series in all respects (or, in all respects except for the first payment of interest, if any, on them and/or the denomination thereof) so as to form a single series with the Notes of the existing Series. (B) Subject as provided in the Trust Deed, PLC may designate any Group Company to become an Issuer of Notes under the Trust Deed. As provided in the Trust Deed, any such Group Company which is to become an Issuer of any Series of Notes shall become such under the terms of a supplemental deed in or substantially in the form scheduled to the Trust Deed (or in such other form as may be approved by the Trustee in writing) (which shall take effect in accordance with its terms) whereby such Group Company agrees to be bound as an Issuer under the Trust Deed and the Paying Agency Agreement, all as more fully provided in the Trust Deed. 18 Governing Law The Trust Deed, the Paying Agency Agreement, the Notes and the Coupons, and any non-contractual obligations arising out of or in connection with them, are governed by, and will be construed in accordance with, English law. 19 Jurisdiction UFN and UNUS have, in the Trust Deed, submitted to the jurisdiction of the English courts for all purposes in connection with the Trust Deed, the Notes and the Coupons. 20 Rights of Third Parties No person shall have any right to enforce any term or condition of the Notes under the Contracts (Rights of Third Parties) Act 1999. A43902758 114 The Fifth Schedule Form of Supplemental Deed increasing Programme Limit This deed made the [●] day of [●], [●] between: (1) UNILEVER FINANCE NETHERLANDS B.V., UNILEVER PLC and UNILEVER UNITED STATES, INC.; and (2) THE LAW DEBENTURE TRUST CORPORATION p.l.c. as Trustee. Supplemental to a Trust Deed dated 22 July 1994 made between the parties hereto relating to a Programme for the Issuance of Debt Instruments witnesses that the limit of U.S.$25,000,000,000 imposed by Clause 2(A) of the said Trust Deed as amended by Deeds supplemental thereto dated 24 July 1995, 11 July 1996, 13 November 1997, 11 November 1998, 4 July 2000, 2 July 2001, 1 July 2002, 27 June 2003, 2 June 2004, 10 August 2005, 15 May 2007, 13 May 2008, 11 May 2009, 6 May 2010, 5 May 2011, 4 May 2012, 3 May 2013, 2 May 2014, 1 May 2015, 22 April 2016, 15 May 2019 and 11 May 2021 is hereby increased to U.S.$[●]. In witness thereof the parties hereto have executed this Deed as a deed the day and year first above written.
A43902758 115 The Sixth Schedule Form of Supplemental Deed joining a New Issuer This Supplemental Deed is made this [●] day of [●], [●] by: (1) [●] a company incorporated in [●] having its registered office at [●] (the “New Issuer”); (2) UNILEVER FINANCE NETHERLANDS B.V., a company incorporated under the laws of The Netherlands, whose corporate seat is in Rotterdam and its address at Weena 455, 3013 AL, Rotterdam, The Netherlands, UNILEVER PLC, a company incorporated under the laws of England, whose registered office is at Port Sunlight, Wirral, Merseyside CH62 4ZD, United Kingdom and UNILEVER UNITED STATES, INC., a company incorporated under the laws of the State of Delaware, United States of America, whose registered office is at 1209 Orange Street, Wilmington, Delaware 19801, United States of America; (3) THE LAW DEBENTURE TRUST CORPORATION p.l.c., a company incorporated under the laws of England, whose registered office is at Eighth Floor, 100 Bishopsgate, London EC2N 4AG, United Kingdom (the “Trustee”); (4) [●] in its capacity as principal paying agent (the “Principal Paying Agent”, which expression shall include any successor to [●] in its capacity as such); and (5) [●] and [●] in their capacities as paying agents (the “Paying Agents”, which expression shall include the Principal Paying Agent and any substitute or additional paying agents so appointed). Whereas: (A) This Supplemental Deed is supplemental to the trust deed dated 22 July 1994 (such trust deed, as from time to time amended and restated or supplemented in accordance with its terms being referred to herein as the “Trust Deed”) made between Unilever Finance Netherlands B.V. and Unilever PLC as issuers (the “Original Issuers”), Unilever PLC and Unilever United States, Inc. as guarantors (the “Original Guarantors”) and the Trustee and to the paying agency agreement dated 22 July 1994 (such paying agency agreement, as from time to time amended and restated or supplemented with the prior consent of the Trustee being referred to herein as the “Paying Agency Agreement”) made between the Original Issuers, the Original Guarantors, the Trustee, the Principal Paying Agent and the Paying Agents. (B) The New Issuer is a Group Company. (C) At the request of [●], the New Issuer wishes to execute this Supplemental Deed (being a deed supplemental to the Trust Deed in order to become an Issuer as defined in the Trust Deed) and pursuant to the provisions therein contained, and pursuant to the provisions contained in the Paying Agency Agreement. (D) Each of the Agents (as defined in Clause 1 hereof) wishes, pursuant to the terms of the Paying Agency Agreement to act as an agent (in the capacity in which it has been appointed under the Paying Agency Agreement and in accordance with the terms thereof) of [●] which becomes an Issuer pursuant to, and in the manner provided in, Clause 17(E) of the Trust Deed. (E) [●] has agreed to guarantee the payment of all moneys payable by the New Issuer under the Trust Deed and in respect of any Notes issued by the New Issuer in the manner appearing hereunder and under the Trust Deed. A43902758 116 (F) [The Trustee has received legal opinion(s) from legal counsel in the country of incorporation of the New Issuer and of [●] and from legal counsel in England, reasonably satisfactory to it, to the effect, inter alia, that the New Issuer and [●] each have the capacity and power to enter into this supplemental deed and that, when executed and delivered by such New Issuer and [●], this supplemental deed will constitute valid and legally binding obligations of such New Issuer.]25 Now therefore this Supplemental Deed witnesseth and it is hereby declared as follows: 1 Definitions and Interpretations (A) In this Supplemental Deed, any reference to “Agents” is to the Principal Paying Agent and the other Paying Agents. (B) To the extent to which the same are applicable and unless otherwise defined herein, the definitions and provisions contained in Clause 1 of the Trust Deed shall apply to and be incorporated in this Supplemental Deed (including the recitals hereto). 2 Acknowledgement by New Issuer The New Issuer hereby appoints the Trustee (and the Trustee hereby accepts such appointment) to act as Trustee on the same terms as set out in the Trust Deed. 3 Guarantee [●] hereby confirms that the guarantee contained in Clause 8 of the Trust Deed applies to all amounts owing by the New Issuer under or pursuant to the Trust Deed and any Notes or Coupons appertaining thereto. 4 Appointment of Agents The New Issuer hereby appoints each of the Agents as its agent on the same terms set out in the Paying Agency Agreement and each of the Agents accepts its appointment as agent of the New Issuer in relation to any Notes issued by the New Issuer and shall comply with the terms and conditions applicable thereto, the provisions of the Paying Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. 5 Incorporation of Terms It is declared that there shall be deemed to be incorporated in this Supplemental Deed all the covenants, undertakings, powers, obligations and/or other provisions of the Trust Deed, the Schedules thereto, the Conditions and the Paying Agency Agreement relating to or affecting the Issuers in the same manner and to the same extent as if the same had been, mutatis mutandis, set out in full in this Supplemental Deed and made applicable to the New Issuer, and (without prejudice to the generality of the foregoing) the New Issuer accordingly covenants: (i) in favour of the Trustee to duly perform and observe and be bound by the said covenants, undertakings, powers, obligations and/or other provisions imposed on or 25 Recital (F) and Clause 6 of this Supplemental Deed are alternatives, one of which (to be determined by the Trustee) should be deleted. A43902758 117 relating to or affecting it by or under the Trust Deed or the Schedules or the Conditions; and (ii) in favour of the Trustee and each of the Agents, to duly perform and observe and be bound by the said covenants, undertakings, powers, obligations and/or other provisions imposed on or relating to or affecting it by or under the Paying Agency Agreement. 6 [Conditions This Supplemental Deed shall not take effect unless and until the Trustee shall have received opinions of legal counsel in the country of incorporation of the New Issuer and of [●] and in England, reasonably satisfactory to it, to the effect, inter alia, that the New Issuer and [●] each have the capacity and power to enter into this Supplemental Deed and that this Supplemental Deed constitutes valid and legally binding obligations of the New Issuer and [●].] 7 Counterparts This Supplemental Deed may be executed in any number of counterparts, each of which shall be identical and all of which, when taken together, shall constitute one and the same instrument and any one of the parties hereby may execute this Supplemental Deed by signing any such counterpart. 8 Governing Law This Supplemental Deed, and any non-contractual obligations arising out of or in connection with it, is governed by, and shall be construed in accordance with, the laws of England. 9 [Jurisdiction In relation to all claims arising hereunder (including a claim relating to any non-contractual obligations arising out of or in connection with this Supplemental Deed) [●] severally agree that the courts of England are to have jurisdiction to settle any such claim and that accordingly any suit, action or proceedings (together referred to as “Proceedings”) arising hereunder may be brought in such courts. Nothing contained in this Clause shall limit any right to take proceedings against [●] in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. Each of [●] irrevocably agrees that any legal proceedings or any demand or any notice may be made or served on it by the same being posted in a prepaid registered or recorded delivery letter addressed to it at the address set out in Clause 32 of the Trust Deed for the time being of Unilever PLC (or at such other office as it may have notified in writing to the Trustee and as the Trustee shall from time to time have approved) and marked for the attention of the Group Secretary of Unilever PLC or such other official of Unilever PLC as [●] may have notified in writing to the Trustee and the Trustee shall from time to time have approved.] In witness whereof this Supplemental Deed has been executed as a deed by the parties hereto and is intended to be and is hereby delivered on the date first above written. A43902758 118 The Seventh Schedule Form of Supplemental Deed releasing an Issuer This Supplemental Deed is made this [●] day of [●], [●] by: (1) [●] a duly incorporated company having its [registered office at [●]]26 [corporate seat in Rotterdam, The Netherlands]27 (the “Retiring Issuer”); (2) THE LAW DEBENTURE TRUST CORPORATION p.l.c., a company incorporated under the laws of England, whose registered office is at Eighth Floor, 100 Bishopsgate, London EC2N 4AG, United Kingdom (the “Trustee”); (3) [●] in its capacity as principal paying agent (the “Principal Paying Agent”, which expression shall include any successor to [●] in its capacity as such); (4) [●] and [●] in their capacities as paying agents (the “Paying Agents”, which expression shall include the Principal Paying Agent and any substitute or additional paying agents so appointed). Whereas: (A) This supplemental deed is supplemental to the trust deed dated 22 July 1994 (such trust deed, as from time to time amended and restated or supplemented in accordance with its terms being referred to herein as the “Trust Deed”) made between Unilever Finance Netherlands B.V. and Unilever PLC as Issuers (the “Original Issuers”), Unilever PLC and Unilever United States, Inc. as Guarantors (the “Original Guarantors”) and the Trustee and to the paying agency agreement dated 22 July 1994 (such paying agency agreement, as from time to time amended and restated or supplemented with the prior consent of the Trustee being referred to herein as the “Paying Agency Agreement”) made between the Original Issuers, the Original Guarantors, the Trustee, the Principal Paying Agent and the other Paying Agents. (B) [There are not outstanding any Notes issued by the Retiring Issuer.]/[●] has assumed the obligations under the Notes.]28 (C) At the request of the Retiring Issuer, the Trustee has agreed to execute this supplemental deed in order to release the Retiring Issuer from its obligations, undertakings and covenants under the Trust Deed. (D) The Trustee and each of the Agents (as defined in Clause 1 of these presents) have agreed that the Retiring Issuer shall be released from its obligations, undertakings and covenants under the Paying Agency Agreement upon the execution and delivery of this supplemental deed. Now therefore this Supplemental Deed witnesseth and it is hereby declared as follows: 1 (A) In this supplemental deed, any reference to “Agents” is to the Principal Paying Agent and the other Paying Agents as such expressions are defined in the Paying Agency Agreement. 26 Delete if UFN is the Retiring Issuer. 27 Include if UFN is the Retiring Issuer. 28 Delete as applicable.
A43902758 119 (B) To the extent to which the same are applicable, the definitions and provisions contained in Clause 1 of the Trust Deed shall apply to and be incorporated in this supplemental deed (including the recitals hereto). 2 At the request of the Retiring Issuer: (a) the Trustee hereby releases the Retiring Issuer from its obligations, undertakings and covenants under the Trust Deed; and (b) the Trustee and each of the Agents hereby releases the Retiring Issuer from its obligations, undertakings and covenants under the Paying Agency Agreement. 3 The release of the Retiring Issuer shall not affect any accrued rights and liabilities as between the Retiring Issuer, the Trustee and the Agents pursuant to the Trust Deed and the Paying Agency Agreement. 4 This supplemental deed may be executed in any number of counterparts, each of which shall be identical and all of which, when taken together, shall constitute one and the same instrument and any one of the parties hereby may execute this supplemental deed by signing any such counterpart. 5 This supplemental deed, and any non-contractual obligations arising out of or in connection with it, is governed by, and shall be construed in accordance with, the laws of England. In witness whereof this supplemental deed has been executed as a deed by the parties hereto and is intended to be and is hereby delivered on the date first above written. A43902758 120 The Eighth Schedule Provisions for Meetings of Holders of Notes 1 (A) As used in this Schedule, the following expressions shall have the meanings hereinafter mentioned unless the context otherwise requires: (1) “voting certificate” shall mean a certificate in the English language issued by any Paying Agent and dated, in which it is stated: (a) that on the date thereof, Notes of any Series (not being Notes in respect of which a block voting instruction has been issued and is outstanding in respect of the meeting specified in such voting certificate or any adjournment thereof) of the principal amount(s) specified and bearing specified serial numbers have been deposited with such Paying Agent and that no such Notes will be released until the first to occur of: (i) the conclusion of the meeting specified in such certificate or if applicable any adjournment thereof or any poll taken on any resolution proposed thereat (whichever is the later); and (ii) the surrender of the voting certificate to the Paying Agent who issued the same; or (b) that until the release of the Notes represented thereby the bearer thereof is entitled to attend and vote at such meeting or any adjournment thereof in respect of the Notes represented by such certificate; (2) “block voting instruction” shall mean a document in the English language issued by any Paying Agent and dated, in which: (a) it is certified that Notes of the relevant Series (not being Notes in respect of which a voting certificate has been issued and is outstanding in respect of the meeting specified in such block voting instruction or any adjournment thereof) have been deposited with such Paying Agent and that no such Bearer Notes will be released until the first to occur of: (i) the conclusion of the meeting specified in such document or if applicable any adjournment thereof or any poll taken on any resolution proposed thereat (whichever is the later); and (ii) the surrender, not less than 48 hours before the time for which such meeting or adjourned meeting is convened or poll called, of the respective receipts to the Paying Agent who issued the same in respect of each such deposited Note which is to be released coupled with notice from the Paying Agent to the relevant Issuer of such surrender; (b) it is certified that each depositor of such Notes has instructed such Paying Agent that the vote(s) attributable to his or its Notes so deposited should be cast in a particular way in relation to the resolution A43902758 121 or resolutions to be put to such meeting or any adjournment thereof and that all such instructions are, during the period of 48 hours prior to the time for which such meeting or adjourned meeting is convened, neither revocable nor subject to amendment; (c) the total number, the principal amounts and the certificate numbers of the Notes so deposited are listed, distinguishing with regard to principal amount and with regard to each such resolution between those in respect of which instructions have been given as aforesaid that the votes attributable thereto should be cast in favour of the resolution, and those in respect of which instructions have been given that the votes attributable thereto should be cast against the resolution; and (d) one or more persons named in such document (hereinafter called a “proxy”) is or are authorised and instructed by such Paying Agent to cast the votes attributable to the Notes so listed in accordance with the instructions referred to in (c) above as set out in such document; (3) “electronic platform” means any form of telephony or electronic platform or facility and includes, without limitation, telephone and video conference call and application technology systems; (4) “meeting” means a meeting convened pursuant to this Schedule by the relevant Issuer or the or the Trustee and whether held as a physical meeting or as a virtual meeting; (5) “physical meeting” means any meeting attended by persons present in person at the physical location specified in the notice of such meeting; (6) “present” means physically present in person at a physical meeting, or able to participate in a virtual meeting via an electronic platform; and (7) “virtual meeting” means any meeting held via an electronic platform. (B) Voting certificates and block voting instructions shall only be issued in respect of Notes deposited with any Paying Agent not less than 48 hours before the time for which the meeting or the poll to which the same relate has been convened or called and shall be valid only for so long as the relevant Notes will not be released pursuant to this paragraph 1 hereof and during the validity thereof the Holder of any such voting certificate or (as the case may be) the proxy or proxies named in any block voting instruction shall, for all purposes in connection with any meeting of Holders of Notes, be deemed to be the Holder of the Notes of the relevant Series to which such voting certificate or block voting instruction relates and the Paying Agent with which such Notes have been deposited shall nevertheless be deemed for such purposes not to be the Holder of those Notes. 2 The Trustee, the relevant Issuer or the relevant Guarantor(s) at any time may, and the Trustee shall (subject to its being indemnified to its satisfaction against all costs and expenses thereby occasioned) upon a request in writing at the time by Holders of Notes holding not less than one-tenth of the principal amount outstanding of the Notes of any particular Series for the time being outstanding shall, convene a meeting of the Holders of Notes of such Series. Whenever the relevant Issuer or the relevant Guarantor(s) is or, as the case may be, are about to convene any such meeting it shall forthwith give notice in A43902758 122 writing to the Trustee of the day, time and place (or the details of the electronic platform to be used in the case of a virtual meeting) thereof and of the nature of the business to be transacted thereat. Every physical meeting shall be held at such place as the Trustee may approve. Every virtual meeting shall be held via an electronic platform and at a time approved by the Trustee. 3 At least 21 days’ notice (exclusive of the day on which the notice is given and of the day on which the meeting is held) specifying the day, time and place of meeting (or the details of the electronic platform to be used in the case of a virtual meeting) shall be given to the Holders of the Notes of the relevant Series in the manner provided in the Conditions. A copy of the notice shall be given to the Trustee unless the meeting shall be convened by the Trustee, and to the relevant Issuer or the relevant Guarantor(s) unless the meeting shall be convened by such relevant Issuer or the relevant Guarantor(s). Such notice shall be given in the manner provided in these presents and shall, unless in any particular case the Trustee otherwise agrees, specify the terms of the resolutions to be proposed and shall include to the extent applicable to the relevant Series, inter alia, statements to the effect that Notes of the relevant Series may be deposited with any Paying Agent for the purpose of obtaining voting certificates or appointing proxies until 48 hours before the time fixed for the meeting but not thereafter. With respect to a virtual meeting, each such notice shall set out such other and further details as are required under paragraph 25. 4 A person (who may, but need not, be the Holder of a Note of the relevant Series) nominated in writing by the Trustee shall be entitled to take the chair at every such meeting but if no such nomination is made or if at any meeting the person nominated shall not be present within 15 minutes after the time appointed for the holding of such meeting the Holders of Notes present shall choose one of their number to be chairperson and, failing such choice, the relevant Issuer may appoint a chairperson who may, but need not, be the Holder of a Note. 5 At any such meeting two or more persons present in person holding Notes of the relevant Series and/or voting certificates and/or being proxies or representatives and being or representing in the aggregate a clear majority in principal amount of the Notes of the relevant Series for the time being outstanding shall form a quorum for the action of business and no business (other than the choosing of a chairperson) shall be transacted at any meeting unless the requisite quorum be present at the commencement of business. The quorum at any such meeting for passing an Extraordinary Resolution shall (subject as provided below) be two or more persons present in person holding Notes of the relevant Series or voting certificates or being proxies and holding or representing in the aggregate a clear majority in principal amount of the Notes of the relevant Series for the time being outstanding; PROVIDED THAT at any meeting the business of which includes any of the following matters (each of which shall only be capable of being effected after having been approved by Extraordinary Resolution) namely: (i) varies the date of maturity or any date of redemption of any of the Notes of the relevant Series or any date for payment of any principal or interest in respect thereof; or (ii) reduces or cancels the principal amount of the Notes of the relevant Series, varies any provision regarding the calculation of the amount or the rate of interest payable thereon or varies the rate of discount, rate of amortisation or any other rate of return applicable thereto or reduces the amount of principal or interest payable on any date; or
A43902758 123 (iii) modifies the provisions contained in this Schedule concerning the quorum required at any meeting of Holders of Notes in respect of the Notes of the relevant Series or any adjournment thereof or concerning the majority required to pass an Extraordinary Resolution; or (iv) varies the currency in which any payment (or other obligation) in respect of the Notes of the relevant Series is to be made; or (v) amends this proviso in any manner, the quorum shall be two or more persons present holding Notes or voting certificates or being proxies and holding or representing in the aggregate not less than 66 per cent. of the principal amount of the Notes of the relevant Series for the time being outstanding. 6 If within half an hour from the time appointed for any such meeting a quorum is not present the meeting shall, if convened upon the requisition of Holders of Notes, be dissolved. In any other case it shall be adjourned for such period, not being less than fourteen days nor more than 42 days, and to such time and place or electronic platform (as the case may be) as may be appointed by the chairperson. Save as otherwise provided in the proviso to this paragraph, at such adjourned meeting two or more persons present in person holding Notes of the relevant Series and/or voting certificates and/or being proxies or representatives (whatever the principal amount of the Notes so held or represented) shall form a quorum and shall have the power to pass any resolution and to decide upon all matters which could properly have been dealt with at the meeting from which the adjournment took place had a quorum been present at such meeting Provided that at any adjourned meeting the business of which includes any of the matters specified in the proviso to paragraph 5 above, the quorum shall be two or more persons present holding Notes or voting certificates or being proxies or representatives and holding or representing in the aggregate no less than 33 per cent. of the principal amount of the Notes of the relevant Series for the time being outstanding. 7 The chairperson may with the consent of (and shall if directed by) any meeting adjourn the same from time to time and from place to place (including, for this purpose, an electronic platform) but no business shall be transacted at any adjourned meeting except business which might lawfully have been transacted at the meeting from which the adjournment took place. 8 At least fourteen days’ notice of any meeting adjourned through want of a quorum shall be given in the same manner as for an original meeting and such notice shall state the quorum required at such adjourned meeting. Subject as aforesaid, it shall not be necessary to give any notice of an adjourned meeting. 9 At a meeting which is held only as a physical meeting, every question submitted to such meeting shall be decided in the first instance by a show of hands and in case of equality of votes the chairperson shall both on a show of hands and on a poll have a casting vote in addition to the vote or votes (if any) to which he may be entitled as a Holder of a Note or as a Holder of a voting certificate and/or as a proxy. 10 At any meeting, unless a poll is (before or on the declaration of the result of the show of hands) demanded by the chairperson or the relevant Issuer or the relevant Guarantor(s) or by one or more persons holding one or more Notes of the relevant Series or voting certificates and/or being proxies or representatives and holding or representing in the aggregate not less than one-fiftieth part of the principal amount outstanding of the Notes of A43902758 124 the relevant Series for the time being outstanding, a declaration by the chairperson that a resolution has been carried or carried by a particular majority or lost or not carried by any particular majority shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. 11 If at any meeting a poll is so demanded, it shall be taken in such manner and (subject as hereinafter provided) either at once or after such an adjournment as the chairperson directs and the result of such poll shall be deemed to be the resolution of the meeting at which the poll was demanded as at the date of the taking of the poll. The demand for a poll shall not prevent the continuance of the meeting for the transaction of any business other than the question on which the poll has been demanded. 12 Any poll demanded at any meeting on the election of a chairperson or on any question of adjournment shall be taken at the meeting without adjournment. 13 At a virtual meeting, a resolution put to the vote of the meeting shall be decided on a poll in accordance with paragraph 27, and any such poll will be deemed to have been validly demanded at the time fixed for holding the meeting to which it relates. 14 The Trustee, the relevant Issuer and the relevant Guarantor(s) (through their respective representatives) and their respective financial and legal advisers shall be entitled to attend and speak at any meeting of the Holders of Notes. Save as aforesaid, no person shall be entitled to attend or vote at any meeting of the Holders of Notes or to join with others in requesting the convening of such a meeting unless he is the Holder of a voting certificate or is a proxy or representative. Neither the relevant Issuer nor the relevant Guarantor(s) nor any of their group companies shall be entitled to vote in respect of Notes held by or on its behalf but this shall not prevent any proxy or representative named in the block voting instructions from being a director, officer or representative of, or otherwise connected with, the relevant Issuer, the relevant Guarantor(s) or any of their group companies. 15 Subject as provided in paragraph 14 above, at any such meeting (a) on a show of hands every person who is present in person or who produces his appointment as a representative or a Note or a voting certificate or who is a proxy, shall have one vote and (b) on a poll every person who is so present shall have one vote in respect of each integral currency unit of the Specified Currency (a “Unit”) of Notes of the relevant Series so produced or represented by the voting certificate so produced or in respect of which he is a proxy. Without prejudice to the obligations of the proxies named in any block voting instruction or form of proxy, any person entitled to more than one vote need not use all his votes or cast all the votes to which he is entitled in the same way. 16 A proxy named in any block voting instruction need not be a Holder of any Note. 17 Each block voting instruction and each form of proxy, together (if so required by the Trustee) with proof satisfactory to the Trustee of its due execution on behalf of the relevant Paying Agent, shall be deposited at the registered office of the relevant Issuer (or at such other place or electronic platform as the Trustee shall designate or approve) not less than 24 hours before the time appointed for holding the meeting or adjourned meeting or for the taking of the poll at which the proxy named in the block voting instruction or form of proxy proposes to vote and in default the block voting instruction or form of proxy shall not be treated as valid unless the chairperson of the meeting decides otherwise before such meeting or adjourned meeting or poll proceeds to business. A notarially certified copy of each such block A43902758 125 voting instruction and form of proxy and satisfactory proof as aforesaid (if applicable) shall be deposited with the Trustee before the commencement of the meeting, adjourned meeting or poll but the Trustee shall not thereby be obliged to investigate or be concerned with the validity of, or the authority of the proxy named in, any such block voting instruction or form of proxy. 18 Any vote given in accordance with the terms of a block voting instruction or form of proxy shall be valid notwithstanding the previous revocation or amendment of the block voting instruction or form of proxy or of any of the Noteholders’ instructions pursuant to which it was executed; provided that no intimation in writing of such revocation or amendment shall have been received from the Principal Paying Agent by the relevant Issuer at its registered office or by the chairperson of the meeting in each case not less than 24 hours before the commencement of the meeting or adjourned meeting at which the block voting instruction or form of proxy is intended to be used. 19 A meeting of the Holders of Notes shall, in respect of the Notes of the relevant Series and subject to the provisions contained in the Conditions, in addition to the powers hereinbefore given, but without prejudice to any powers conferred on other persons by these presents, have the following powers exercisable by Extraordinary Resolution namely: (a) to sanction any proposal by the relevant Issuer or the relevant Guarantor(s) for any modification, abrogation, variation or compromise of, or arrangement in respect of, the rights of the Holders of Notes and/or the Couponholders in respect of the Notes of the relevant Series, against the relevant Issuer and/or Guarantor(s) whether such rights shall arise under these presents, the Notes or Coupons (if any) of that Series or otherwise; (b) power to sanction any scheme or proposal for the exchange or sale of the Notes of any Series, for the conversion of the Notes of any Series, into or the cancellation of the Notes of any Series, in consideration of, shares, stock, bonds, notes, debentures, debenture stocks and/or other obligations and/or securities of the relevant Issuer or any other company formed or to be formed, or for or into or in consideration of cash, or partly for or into or in consideration of such shares, stock, bonds, notes, debentures, debenture stock and/or other obligations and/or securities as aforesaid and partly for or into or in consideration of cash; (c) to assent to any modification or alteration of the provisions contained in the Notes or the Coupons of the relevant Series, the Conditions thereof or these presents which shall be proposed by the relevant Issuer, the relevant Guarantor(s) or the Trustee; (d) to waive or authorise any breach or proposed breach by the relevant Issuer or the relevant Guarantor(s) of its or their obligations under the Conditions applicable to the Notes of the relevant Series or these presents or determine that any act or omission which might otherwise constitute an Event of Default under the Conditions applicable to the Notes of the relevant Series shall not be treated as such; (e) to authorise the Trustee to concur in and execute and do all such documents, acts and things as may be necessary to carry out and give effect to any Extraordinary Resolution; (f) to give any authority, direction or sanction which under these presents or the Conditions applicable to the Notes of the relevant Series is required to be given by Extraordinary Resolution; A43902758 126 (g) to appoint any persons (whether Holders of Notes or not) as a committee or committees to represent the interests of the Holders of Notes in respect of the Notes of the relevant Series and to confer upon such committee or committees any powers or discretions which such Holders of Notes could themselves exercise by Extraordinary Resolution; (h) to approve a person proposed to be appointed a new Trustee under these presents and to remove any Trustee or Trustees for the time thereof; and (i) to discharge or exonerate the Trustee from any liability in respect of any act or omission for which the Trustee may have become responsible under these presents or under the Notes of the relevant Series. 20 An Extraordinary Resolution passed at a meeting of the Holders of Notes in respect of the Notes of the relevant Series duly convened and held in accordance with these presents shall be binding upon all the Holders of Notes of the relevant Series, whether present or not present at such meeting, and upon all the Couponholders in respect of Notes of the relevant Series and each of the Holders of Notes and Couponholders shall, in respect of the Notes of that Series, be bound to give effect thereto accordingly. The passing of any such resolution shall be conclusive evidence that the circumstances of such resolution justify the passing thereof. 21 The expression “Extraordinary Resolution” when used in these presents means a resolution passed at a meeting of the Holders of Notes in respect of the Notes of the relevant Series duly convened and held in accordance with the provisions contained herein by a majority consisting of not less than three-fourths of the votes cast thereon or an instrument or instruments in writing signed by the Holder or Holders of not less than 75 per cent. of the Notes of the relevant Series for the time being outstanding. 22 If and whenever an Issuer shall have issued and have outstanding any Notes which do not form one single Series then the foregoing provisions of this Schedule shall have effect subject to the following modifications: (i) a resolution which in the opinion of the Trustee affects one Series only of the Notes shall be deemed to have been duly passed if passed at a separate meeting of the Holders of the Notes of the relevant Series; (ii) a resolution which in the opinion of the Trustee affects more than one Series of the Notes but does not give rise to a conflict of interest between the Holders of Notes of any of the Series affected shall be deemed to have been duly passed if passed at a single meeting of the Holders of the Notes of all Series so affected; (iii) a resolution which in the opinion of the Trustee affects more than one Series of Notes and gives or may give rise to a conflict of interest between the Holders of the Notes of one Series or group of Series so affected and the Holders of the Notes of another Series or group of Series so affected shall be deemed to have been duly passed only if in lieu of being passed at a single meeting of the Holders of the Notes of all such Series it shall be duly passed at separate meetings of the Holders of the Notes of each Series so affected; and (iv) to all such meetings as aforesaid all preceding provisions of this Schedule shall, mutatis mutandis, apply as if references therein to Notes and Noteholders or Holders of Notes of the relevant Series were references to the Notes of the Series or group of Series in question and to the Holders of such Notes respectively.
A43902758 127 23 Minutes of all resolutions and proceedings at every such meeting as aforesaid shall be made and duly entered in books to be from time to time provided for that purpose by the relevant Issuer or the Trustee and any such minutes as aforesaid, if purporting to be signed by the chairperson of the meeting at which such resolutions were passed or proceedings transacted or by the chairperson of the next succeeding meeting of the Holders of Notes in respect of the Notes of the relevant Series, shall be conclusive evidence of the matters therein contained and until the contrary is proved every such meeting in respect of the proceedings of which minutes have been made and signed as aforesaid shall be deemed to have been duly held and convened and all resolutions passed or proceedings transacted thereat to have been duly passed and transacted. Subject to all other provisions contained in these presents, the Trustee may by agreement with UFN and PLC, without the consent of the Noteholders or the Couponholders, prescribe or approve such further regulations regarding the holding of meetings of Noteholders and attendance and voting thereat as the Trustee may in its discretion determine or as proposed by the relevant Issuer or the relevant Guarantor(s). 24 So long as the Notes of the relevant Series are represented by any Notes in global form, the Holder of the relevant Notes in global form shall for the purposes of this Schedule be deemed to be two persons and, at any such meeting, as having one vote in respect of each Unit for which such Notes in global form may be exchanged. 25 The relevant Issuer, the relevant Guarantor(s) (in each case, with the Trustee’s prior approval) or the Trustee in its sole discretion may decide to hold a virtual meeting and, in such case, shall provide details of the means for Holders of the relevant Notes or their proxies or representatives to attend and participate in the meeting, including the electronic platform to be used. 26 The relevant Issuer, or the relevant Guarantor(s) or the chairperson (in each case, with the Trustee’s prior approval) or the Trustee in its sole discretion may make any arrangement and impose any requirement or restriction as is necessary to ensure the identification of those entitled to take part in the virtual meeting and the security of the electronic platform. All documentation that is required to be passed between persons present at the virtual meeting (in whatever capacity) shall be communicated by email. 27 All resolutions put to a virtual meeting shall be voted on by a poll in accordance with paragraphs 9-13 above (inclusive) and such poll votes may be cast by such means as the Issuers, or the Guarantors (in each case, with the Trustee’s prior approval) or the Trustee in its sole discretion considers appropriate for the purposes of the virtual meeting. 28 Persons seeking to attend or participate in a virtual meeting shall be responsible for ensuring that they have access to the facilities (including, without limitation, IT systems, equipment and connectivity) which are necessary to enable them to do so. 29 In determining whether persons are attending or participating in a virtual meeting, it is immaterial whether any two or more members attending it are in the same physical location as each other or how they are able to communicate with each other. 30 Two or more persons who are not in the same physical location as each other attend a virtual meeting if their circumstances are such that if they have (or were to have) rights to speak or vote at that meeting, they are (or would be) able to exercise them. A43902758 128 31 The relevant Issuer, or the relevant Guarantor(s) (in each case, with the Trustee’s prior approval) or the Trustee in its sole discretion may make whatever arrangements they consider appropriate to enable those attending a virtual meeting to exercise their rights to speak or vote at it. 32 A person is able to exercise the right to speak at a virtual meeting when that person is in a position to communicate to all those attending the meeting, during the meeting, as contemplated by the relevant provisions of this Schedule. 33 A person is able to exercise the right to vote at a virtual meeting when: (i) that person is able to vote, during the meeting, on resolutions put to the vote at the meeting; and (ii) that person’s vote can be taken into account in determining whether or not such resolutions are passed at the same time as the votes of all the other persons attending the meeting who are entitled to vote at such meeting.