Aviva Notice to Noteholders Consent Solicitations

Apr 13 2021 10:00 BSTSource: RNS

RNS Number : 2796V

Aviva PLC

13 April 2021

NOTICE OF NOTEHOLDER MEETINGS

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF
NOTEHOLDERS.

If Noteholders are in any doubt about any aspect of the proposals in this notice and/or the action they should take, they are recommended to seek their own financial advice immediately from their broker, bank manager, solicitor, accountant or other financial adviser authorised under the Financial Services and Markets Act 2000 (if they are in the United Kingdom) or from another appropriately authorised independent financial adviser and such other professional adviser from their own professional advisers as they deem necessary.

FURTHER INFORMATION REGARDING THE MATTERS REFERRED TO IN THIS ANNOUNCEMENT IS AVAILABLE IN THE CONSENT SOLICITATION MEMORANDUM (THE "CONSENT SOLICITATION MEMORANDUM") ISSUED BY THE ISSUER TODAY, AND ELIGIBLE NOTEHOLDERS (AS DEFINED BELOW) ARE ENCOURAGED TO READ THIS ANNOUNCEMENT IN CONJUNCTION WITH THE SAME.

AVIVA plc

(incorporated in England with limited liability, registered number 2468686)

(the "Issuer")

NOTICE OF SEPARATE NOTEHOLDER MEETINGS

to the holders of the

£400,000,000 Tier 2 Fixed to Floating Rate Notes due 2049 (ISIN: XS1488459485) (the "2029/2049 Notes")

£400,000,000 Tier 2 Fixed to Floating Rate Notes due 2050 (ISIN: XS1242413166) (the "2030/2050 Notes")

£600,000,000 Tier 2 Fixed to Floating Rate Notes due 2058 (ISIN: XS0364880186) (the "2038/2058 Notes")

(each a "Series" and, together, the "Notes")

of the Issuer presently outstanding.

NOTICE IS HEREBY GIVEN that separate meetings (each a "Meeting" and together, the "Meetings") of the Noteholders of each Series convened by the Issuer will be held via teleconference on 5 May 2021 for the purpose of considering and, if thought fit, passing the applicable resolution set out below, with the implementation of that resolution being subject to satisfaction of the condition set out in paragraph 9(b) thereof (the "Eligibility Condition") and which resolution will be proposed as an Extraordinary Resolution in accordance with the provisions of (i) in the case of the 2029/2049 Notes, the Trust Deed dated 22 April 2016, as amended, restated, modified and/or supplemented from time to time, (the "2029/2049 Notes Trust Deed"), (ii) in the case of the 2030/2050 Notes, the Trust Deed dated 1 May 2015, as amended, restated, modified and/or supplemented from time to time, (the "2030/2050 Notes Trust Deed"), and (iii) in the case of the 2038/2058 Notes, the Trust Deed dated 27 November 2007, as amended, restated, modified and/or supplemented from time to time, (the "2038/2058 Notes Trust Deed" and, together with the 2029/2049 Notes Trust Deed and the 2030/2050 Notes Trust Deed, the "Trust Deeds" and each a "Trust Deed"), in each case made between, inter alios, the Issuer and The Law Debenture Trust Corporation p.l.c. (the "Trustee").

The initial Meeting in respect of:

(i) the 2029/2049 Notes (the "2029/2049 Notes Meeting") will commence at 10.00 a.m. (London time);

(ii) the 2030/2050 Notes (the "2030/2050 Notes Meeting") will commence at 10.15 a.m. (London time) or after the completion of the 2029/2049 Notes Meeting (whichever is later); and

(iii) the 2038/2058 Notes will commence at 10.30 a.m. (London time) or after the completion of the 2030/2050 Notes Meeting (whichever is later).

Capitalised terms used in this Notice and not otherwise defined herein shall have the meanings given to them in the Consent Solicitation Memorandum dated 13 April 2021 (the "Consent Solicitation Memorandum"), which is available to Eligible Noteholders (as defined below) from the Tabulation Agent (including on the website of the Tabulation Agent (http://www.lucid-is.com/aviva)) (see "Documents Available for Inspection" below). In accordance with normal practice, the Trustee, the Tabulation Agent and the Issuing and Paying Agent have not been involved in the formulation of the Noteholder Proposal (as defined below). The Trustee, the Tabulation Agent, the Solicitation Agent and the Issuing and Paying Agent express no opinion on, and make no representations as to the merits of, the Noteholder Proposal, the relevant Extraordinary Resolution or the proposed amendments referred to in the relevant Extraordinary Resolution set out below.

None of the Trustee, the Tabulation Agent, the Solicitation Agent or the Issuing and Paying Agent makes any representation that all relevant information has been disclosed to Noteholders in or pursuant to this Notice, the Consent Solicitation Memorandum or otherwise. None of the Trustee, the Tabulation Agent, the Solicitation Agent or the Issuing and Paying Agent has approved the draft Supplemental Trust Deed or the draft Amended and Restated Final Terms referred to in the relevant Extraordinary Resolution set out below and the Trustee recommends that Noteholders arrange to inspect and review such draft Supplemental Trust Deed and Amended and Restated Final Terms as provided below in this Notice. Accordingly, Noteholders of the relevant Series should take their own independent legal, financial, tax or other advice on the merits and the consequences of voting in favour of the relevant Extraordinary Resolution, including any tax consequences, and on the impact of the implementation of the relevant Extraordinary Resolution.

None of the Trustee, the Tabulation Agent, the Solicitation Agent or the Issuing and Paying Agent are responsible for the accuracy, completeness, validity or correctness of the statements made in the Consent Solicitation Memorandum or this Notice, or omissions therefrom.

Neither this Notice nor the Consent Solicitation Memorandum constitutes or forms part of, or should be construed as, an offer for sale, exchange or subscription of, or a solicitation of any offer to buy, exchange or subscribe for, any securities of the Issuer or any other entity. The distribution of the Consent Solicitation Memorandum may nonetheless be restricted by law in certain jurisdictions. Persons into whose possession the Consent Solicitation Memorandum comes are required to inform themselves about, and to observe, any such restrictions.

BACKGROUND

Status of LIBOR

The UK Financial Conduct Authority (the "FCA") announced on 5 March 2021 (the "FCA's 5 March 2021 Announcement") that all London Inter Bank Offered Rate ("LIBOR") settings will either cease to be provided by any administrator or no longer be representative of the underlying market and economic reality (and that representativeness will not be restored) immediately after (i) 31 December 2021, in the case of all sterling, euro, Japanese Yen and Swiss Franc, and certain U.S. dollar settings, or (ii) 30 June 2023, in the case of the remaining U.S. dollar settings. Regulators have continued to urge market participants to take active steps to implement the transition to SONIA and other risk-free rates ahead of the applicable LIBOR cessation date.

Proposed Amendments

On the basis that the Conditions of each Series currently envisage that, for the period from (and including) the applicable Fixed Rate End Date for the relevant Series to (but excluding) the maturity date of the relevant Series, the applicable rate of interest will be determined by reference to 3-month Sterling LIBOR, and such period commences after the end of 2021, the Issuer has convened the Meetings for the purpose of enabling the relevant Noteholders to consider and, if they think fit, approve a proposal (the "Noteholder Proposal") by way of an Extraordinary Resolution in relation to the relevant Series for the purposes of:

(a) amending the interest rate provisions that apply to the relevant Series from (and including) the applicable Fixed Rate End Date such that the Rate of Interest for each Interest Accrual Period shall not be determined by reference to 3-month Sterling LIBOR, and shall instead be the aggregate of:

(i) Compounded Daily SONIA (as described in the Annex below);

(ii) an adjustment (the "Reference Rate Adjustment") to reflect the economic difference between the LIBOR and SONIA rates (as described under "Rationale for the proposed Reference Rate Adjustment" below); and

(iii) the Margin applicable to the relevant Series (which shall remain unaltered by these amendments); and

(b) including new fallback provisions in case the applicable SONIA reference rate is not available when required (including fallback provisions in case a Benchmark Event occurs with respect to SONIA),

(the "Proposed Amendments").

The Proposed Amendments are set out in more detail in the Annex below, and will be implemented on a Series by Series basis as soon as reasonably practicable following the conclusion of the Meeting for the relevant Series at which the relevant Extraordinary Resolution is passed (and the Eligibility Condition satisfied). Provided an Extraordinary Resolution is passed (and the Eligibility Condition satisfied) at the initial Meeting for the relevant Series, implementation of the Proposed Amendments in respect of such Series is expected to occur on 5 May 2021 (the "Implementation Date").

"Fixed Rate End Date" means the date from (and including) which the applicable rate of interest ceases to be determined on the basis of a fixed percentage rate and is instead determined on the basis of a floating rate, being:

(i) in the case of the 2029/2049 Notes, 12 September 2029;

(ii) in the case of the 2030/2050 Notes, 4 June 2030; and

(iii) in the case of the 2038/2058 Notes, 20 May 2038.

Rationale for the proposed Reference Rate Adjustment

Due to the differences in the nature of LIBOR and SONIA, the replacement of 3-month Sterling LIBOR with Compounded Daily SONIA as the Reference Rate for each Series will require certain adjustments to the Rate of Interest payable in respect of each Series to the extent that such Series remains outstanding beyond the applicable Fixed Rate End Date. The Conditions of each Series will be amended by incorporating an adjustment (the "Reference Rate Adjustment") which will be added to Compounded Daily SONIA when calculating the relevant Rate of Interest in order to reflect the difference between LIBOR and SONIA-based Reference Rates.

The pricing methodology proposed to determine the relevant Reference Rate Adjustment is based on the approach of using a 5-year historical median lookback using principles outlined in the methodology for such adjustments contained in the ISDA IBOR Fallback Supplement, which incorporates into the ISDA definitions new interbank offered rate fallbacks.

The Issuer understands that the methodology used by ISDA is the result of several industry consultations conducted by ISDA, with 67 per cent. of respondents to the initial 2018 "Benchmark Fallback Consultation" undertaken by ISDA selecting the historical mean/median as their preferred spread adjustment approach.[1] Subsequently the ISDA "5 year historical median" methodology has been identified as the consensus for the credit spread adjustment methodology for fallbacks in sterling cash products among respondents to a survey conducted by the Bank of England Risk Free Rates Working Group, with 100 per cent. of respondents voting for this method.[2]

Using the principles outlined in the ISDA IBOR Fallback Supplement, the applicable Reference Rate Adjustment for a Series in respect of each Interest Accrual Period after the relevant Fixed Rate End Date will be the rate specified on Bloomberg screen "SBP0003M Index", or any successor page, as calculated by Bloomberg Index Services Limited (or a successor provider as approved and/or appointed by ISDA from time to time) ("Bloomberg") in relation to 3-month Sterling LIBOR on the date (the "determination date") on which the Extraordinary Resolution in respect of such Series is passed and the relevant Eligibility Condition is satisfied, as reported by the Solicitation Agent to the Issuer. As at the date of this Consent Solicitation Memorandum, and as a result of the FCA's 5 March 2021 Announcement, the rate specified on Bloomberg screen "SBP0003M Index" in relation to 3-month Sterling LIBOR has been fixed at 0.1193 per cent., and such rate (subject to any corrections or adjustments made to such rate by Bloomberg in accordance with its rule book as at the applicable determination date) will be the Reference Rate Adjustment in respect of the relevant Series.

For the avoidance of doubt, the Reference Rate Adjustment does not apply to the Rate of Interest for the period up to (but excluding) the applicable Fixed Rate End Date.

Prudential Regulation Authority (the "PRA")

In accordance with Condition 11(c) of each Series, the Proposed Amendments will not be implemented unless the Issuer has given at least one month's prior written notice to, and received no objection from, the PRA (or such other period of notice as the PRA may from time to time require or accept and, in any event, provided that there is a requirement to give such notice).

As the only changes which will be made to each Series pursuant to the Proposed Amendments are to change the underlying benchmark reference rate and supporting fallback provisions for such benchmark reference rate as described in this Notice and to make the necessary consequential adjustments, the Issuer considers that the capital eligibility of each Series will remain unaffected.

The PRA has been informed of the Consent Solicitations and the proposal to implement the Proposed Amendments in respect of each Series and, as at the date of this Notice, the PRA has not raised any objections in principle.

Rating Agencies

Copies of the Amended and Restated Final Terms in respect of each Series as referred to in the relevant Extraordinary Resolution set out below have been delivered to each of Moody's Investors Service Ltd. ("Moody's") and S&P Global Ratings Europe Limited ("S&P"). Based upon the information provided to them no comments have been raised with respect to the Amended and Restate Final Terms for any of the Series.

Risk Factors

The market continues to develop in relation to SONIA as a reference rate for securities which incorporate a floating rate interest basis

If the Extraordinary Resolution in respect of any Series is passed and implemented, SONIA will replace LIBOR as the Reference Rate for the relevant Series for each Interest Accrual Period beginning on or after the relevant Fixed Rate End Date (as set out in the Annex to this Notice).

Noteholders should be aware that the market continues to develop in relation to SONIA as a reference rate in the capital markets and its adoption as an alternative to Sterling LIBOR. In particular, market participants and relevant working groups are exploring alternative reference rates based on SONIA, including term SONIA reference rates which seek to measure the market's forward expectation of an average SONIA rate over a designated term.

The market, or a significant part thereof, may adopt an application of SONIA that differs significantly from that set out in the Proposed Amendments. As SONIA is published and calculated by a third party based on data received from other sources, the Issuer has no control over its determination, calculation or publication. Furthermore, the Issuer may in future issue debt securities referencing SONIA that differ materially in terms of interest determination when compared with the Proposed Amendments. The nascent development of Compounded Daily SONIA as an interest reference rate for the Eurobond markets, as well as continued development of SONIA-based rates for such market and the market infrastructure for adopting such rates, could result in reduced liquidity or increased volatility or could otherwise affect the market price of any SONIA-referenced securities. There can be no guarantee that SONIA will not be discontinued or fundamentally altered in a manner that is materially adverse to the interests of Noteholders (or that any applicable benchmark fallback provisions proposed by way of the Proposed Amendments will provide a rate which is economically equivalent for Noteholders). The Bank of England has no obligation to consider the interests of Noteholders in calculating, adjusting, converting, revising or discontinuing SONIA. If the manner in which SONIA is calculated is changed, that change may result in a reduction of the amount of interest payable on the Notes and the trading prices of the Notes.

Furthermore, following implementation of the Proposed Amendments, the Rate of Interest for any Interest Accrual Period beginning on or after the relevant Fixed Rate End Date will only be capable of being determined at the end of the relevant Interest Accrual Period and immediately prior to the relevant Interest Payment Date. It may therefore be difficult for Noteholders to reliably estimate the amount of interest which will be payable on the Notes following the relevant Fixed Rate End Date and some investors may be unable or unwilling to trade such Notes without changes to their IT systems, both of which could adversely impact the liquidity of such Notes. Further, in contrast to LIBOR-based debt securities, if (following implementation of the Proposed Amendments) the Notes of any Series become due and payable as a result of an event of default under the relevant Conditions or are otherwise redeemed early on a date which is not an Interest Payment Date, the final Rate of Interest payable in respect of such Notes shall only be determined immediately prior to the date on which the Notes become due and payable and shall not be reset thereafter.

Noteholders should also be aware that the manner of adoption or application of SONIA as a reference rate in the international debt capital markets may differ materially compared with the application and adoption of SONIA in other markets, such as the derivatives and loan markets. Noteholders should carefully consider how any mismatch between the adoption of SONIA as a reference rate across these markets may impact any hedging or other arrangements which they may put in place in connection with the Notes.

Investors should consider these matters when considering the Consent Solicitations and the Proposed Amendments.

Future unavailability of SONIA and fallback arrangements in the event that SONIA is discontinued

Noteholders should be aware that, if the Extraordinary Resolution in respect of any Series is passed and implemented and SONIA were discontinued or otherwise unavailable, the interest rate on the relevant Series for each Interest Accrual Period beginning on or after the relevant Fixed Rate End Date will be determined for the relevant period by the fallback provisions applicable to the relevant Series.

If the circumstances described in the preceding paragraph occur in the case of any Series and a Benchmark Event occurs in relation to SONIA when any Rate of Interest (or any component part thereof) remains to be determined by reference to SONIA, such fallback arrangements will include the possibility that, despite the continued availability of SONIA, the Issuer shall use its best efforts to appoint an Independent Adviser to, or, failing which, the Issuer may, set a Successor Reference Rate or, failing which, an Alternative Reference Rate and in each case an Adjustment Spread (if any). All such terms have the meanings given in the Annex to this Notice.

The use of any such Successor Reference Rate or Alternative Reference Rate to determine the Rate of Interest may result in the relevant Notes performing differently (which may include payment of a lower Rate of Interest) than they would do if SONIA were to continue to apply in its current form. In addition, the market (if any) for Notes linked to any such Successor Reference Rate or Alternative Reference Rate may be less liquid than the market for Notes linked to SONIA. In certain circumstances, the ultimate fallback of interest for a particular Rate of Interest may result in the Rate of Interest for the last preceding Interest Determination Date being used. This may result in the effective application of a fixed rate for the relevant Notes. In addition, due to the uncertainty concerning the availability of Successor Reference Rates and Alternative Reference Rates and the involvement of an Independent Adviser, the relevant fallback provisions may not operate as intended at the relevant time.

No consent of the Noteholders shall be required in connection with effecting any relevant Successor Reference Rate or Alternative Reference Rate (as applicable) or any other related adjustments and/or amendments described above.

Any such consequences could have a material adverse effect on the value of and return on the relevant Notes. Moreover, any of the above matters or any other significant change to the setting or existence of any relevant rate could affect the ability of the Issuer to meet its obligations under such Notes or could have a material adverse effect on the value or liquidity of, and the amount payable under, such Notes. Investors should note that the relevant Independent Adviser or the Issuer (as applicable) will have discretion to apply an Adjustment Spread to the relevant Successor Reference Rate or Alternative Reference Rate (as applicable) in the circumstances described above. The aim of the Adjustment Spread is to reduce or eliminate, to the extent reasonably practicable, any economic prejudice or benefit (as the case may be) to Noteholders as a result of the replacement of SONIA with such Successor Reference Rate or the Alternative Reference Rate (as applicable). The Adjustment Spread could therefore be a spread or formula or methodology for calculating a spread in either case which: (i) in the case of a Successor Reference Rate, is formally recommended in relation to the replacement of SONIA with such Successor Reference Rate by any Relevant Nominating Body; or (ii) in the case of a Successor Reference Rate for which no such recommendation has been made or in the case of an Alternative Reference Rate, the Independent Adviser or the Issuer (as applicable) determines, is customarily applied to the relevant Successor Reference Rate or the Alternative Reference Rate (as the case may be) in international debt capital markets transactions to produce an industry-accepted replacement rate for SONIA; or (iii) in the case that the Independent Adviser or the Issuer (as applicable) determines that no such spread is customarily applied, the relevant Independent Adviser or the Issuer (as applicable) determines is recognised or acknowledged as being in customary market usage in international debt capital markets transactions which reference SONIA, where such rate has been replaced by such Successor Reference Rate or Alternative Reference Rate (as applicable); or (iv) if the Independent Adviser or the Issuer (as applicable) determines that no such industry standard is recognised or acknowledged, the Independent Adviser or the Issuer (as applicable) (acting in good faith and in a commercially reasonable manner), determines to be appropriate.

However, any such Adjustment Spread could have unexpected commercial consequences and there can be no assurance that, due to the particular circumstances of each Noteholder, any such adjustment will be favourable to each Noteholder.

Investors should consider all of these matters considering the Consent Solicitations and the Proposed Amendments.

NOTEHOLDER PROPOSAL

Pursuant to this Notice, the Issuer has convened separate Meetings to request that Noteholders of each Series consider and agree by Extraordinary Resolution to the matters contained in the relevant Extraordinary Resolution set out below.

The Issuer, under the Noteholder Proposal, is requesting that the Noteholders of the relevant Series consider and if thought fit, pass the relevant Extraordinary Resolution. If the relevant Extraordinary Resolution is passed by the Noteholders of the relevant Series, and if the related Eligibility Condition is satisfied, the Extraordinary Resolution will be binding on all Noteholders of the relevant Series, whether present or not at the relevant Meeting and whether or not voting.

The Noteholder Proposal is being put to Noteholders for the reasons set out in "Background" above.

Eligible Noteholders are also referred to the Consent Solicitation Memorandum which provides further background to the Noteholder Proposals and the reasons therefor.

CONSENT SOLICITATION

Noteholders are further given notice that the Issuer has invited Eligible Noteholders (as defined below) of each Series (each such invitation a "Consent Solicitation") to consent to the approval, by Extraordinary Resolution at the relevant Meeting, of the modification of the terms and conditions (the "Conditions") of, and the Final Terms and the Trust Deed for, the relevant Series as described in paragraph 1 of the relevant Extraordinary Resolution as set out below, all as further described in the Consent Solicitation Memorandum.

The Consent Solicitation Memorandum and any other documents or materials relating to the Consent Solicitations are only for distribution or to be made available to persons who are (i) located and resident outside the United States and not U.S. persons or acting for the account or benefit of a U.S. person (in each case, as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the "Securities Act")), (ii) not retail investors (as defined in each Extraordinary Resolution below) and, if applicable and acting on a non-discretionary basis, who are acting on behalf of beneficial owners that are not retail investors, and (iii) otherwise persons to whom the relevant Consent Solicitation can be lawfully made and that may lawfully participate in the relevant Consent Solicitation (all such persons, "Eligible Noteholders").

Subject to the restrictions described in the previous paragraph, Noteholders may obtain from the date of this Notice a copy of the Consent Solicitation Memorandum from the Tabulation Agent, the contact details for which are set out below. In order to receive a copy of the Consent Solicitation Memorandum, a Noteholder will be required to provide confirmation as to his or her status as an Eligible Noteholder.

EXTRAORDINARY RESOLUTION
IN RESPECT OF THE £400,000,000 TIER 2 FIXED TO FLOATING RATE NOTES DUE 2049

"THAT this Meeting of the holders (together, the "Noteholders") of the presently outstanding £400,000,000 Tier 2 Fixed to Floating Rate Notes due 2049 (the "Notes") of Aviva plc (the "Issuer"), constituted by the trust deed dated 22 April 2016 as amended, restated, modified and/or supplemented from time to time (the "Trust Deed") made between the Issuer and The Law Debenture Trust Corporation p.l.c. (the "Trustee") as trustee for, inter alios, the Noteholders:

1. (subject to paragraph 9 of this Extraordinary Resolution) assents to the modification of the terms and conditions of the Notes (the "Conditions"), as set out in Schedule 2 to the Trust Deed, as completed by the Final Terms applicable to the Notes dated 8 September 2016, and to consequential or related amendments to the Trust Deed and Final Terms for the Notes, as any of the same may from time to time be modified or amended and restated in accordance with the Trust Deed, such that:

a. for the purposes of any Interest Accrual Period beginning on or after 12 September 2029, the Rate of Interest for such Interest Accrual Period shall be the aggregate of (i) Compounded Daily SONIA, (ii) the applicable Reference Rate Adjustment, to be determined as set out in the Notice and (iii) the Margin; and

b. new fallbacks shall be included in case the applicable SONIA reference rate is not available when required (including fallback provisions in case a Benchmark Event occurs with respect to SONIA),

all as more fully set out and (where applicable) defined in the Annex to the Notice;

2. (subject to paragraph 9 of this Extraordinary Resolution) authorises, directs, requests and empowers:

(a) the Issuer and the Trustee to execute a deed supplemental to the Trust Deed (the "Supplemental Trust Deed") to effect the modifications referred to in paragraph 1 of this Extraordinary Resolution, in the form or substantially in the form of the draft produced to this Meeting, with such amendments thereto (if any) as the Trustee shall require or agree to;

(b) the Issuer to execute an amended and restated final terms in respect of the Notes (the "Amended and Restated Final Terms") to effect the modifications referred to in paragraph 1 of this Extraordinary Resolution, in the form or substantially in the form of the draft produced to this Meeting, with such amendments thereto (if any) as the Trustee shall require or agree to; and

(c) the Issuer and the Trustee to execute and to do all such other deeds, instruments, acts and things as may be necessary, desirable or expedient in its sole opinion to carry out and to give effect to this Extraordinary Resolution and the implementation of the modifications referred to in paragraph 1 of this Extraordinary Resolution;

3. (subject to paragraph 9 of this Extraordinary Resolution) discharges and exonerates the Trustee from all liability for which they may have become or may become responsible under the Trust Deed or the Notes or any document related thereto in respect of any act or omission in connection with the passing of this Extraordinary Resolution or its implementation, the modifications referred to in paragraph 1 of this Extraordinary Resolution or the implementation of those modifications or the executing of any deeds, agreements, documents or instructions, the performance of any acts, matters or things to be done to carry out and give effect to the matters contemplated in the Supplemental Trust Deed, the Amended and Restated Final Terms, the Notice or this Extraordinary Resolution;

4. (subject to paragraph 9 of this Extraordinary Resolution) irrevocably waives any claim that the Noteholders may have against the Trustee arising as a result of any loss or damage which they may suffer or incur as a result of the Trustee acting upon this Extraordinary Resolution (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding on the holders) and the Noteholders further confirm that the Noteholders will not seek to hold the Trustee liable for any such loss or damage;

5. (subject to paragraph 9 of this Extraordinary Resolution) expressly agrees and undertakes to indemnify and hold harmless the Trustee from and against all losses, liabilities, damages, costs, charges and expenses which may be suffered or incurred by them as a result of any claims (whether or not successful, compromised or settled), actions, demands or proceedings brought against the Trustee and against all losses, costs, charges or expenses (including legal fees) which the Trustee may suffer or incur which in any case arise as a result of the Trustee acting in accordance with the Extraordinary Resolution and the Trust Deed;

6. (subject to paragraph 9 of this Extraordinary Resolution) sanctions and assents to every abrogation, modification, compromise or arrangement in respect of the rights of the Noteholders appertaining to the Notes against the Issuer, whether or not such rights arise under the Trust Deed, the Conditions or otherwise, involved in, resulting from or to be effected by the amendments referred to in paragraph 1 of this Extraordinary Resolution and their implementation;

7. (subject to paragraph 9 of this Extraordinary Resolution) waives any and all conditions precedent in respect of the execution and delivery of the Supplemental Trust Deed and the Amended and Restated Final Terms and implementation of this Extraordinary Resolution and authorises, requests and instructs the Trustee not to obtain a legal opinion in relation to the execution of the Supplemental Trust Deed and/or the Amended and Restated Final Terms;

8. (subject to paragraph 9 of this Extraordinary Resolution) discharges and exonerates the Issuer from all liability for which it may have become or may become responsible under the Trust Deed, the Notes or any document related thereto in respect of any act or omission in connection with the passing of this Extraordinary Resolution or the executing of any deeds, agreements, documents or instructions, the performance of any acts, matters or things to be done to carry out and give effect to the matters contemplated in the Supplemental Trust Deed, the Amended and Restated Final Terms, the Notice or this Extraordinary Resolution;

9. declares that the implementation of this Extraordinary Resolution shall be conditional on:

(a) the passing of this Extraordinary Resolution; and

(b) the quorum required for, and the requisite majority of votes cast at, this Meeting being satisfied by Eligible Noteholders only, irrespective of any participation at this Meeting by Ineligible Noteholders (and would also have been so satisfied if any Ineligible Noteholders who provide confirmation of their status as Ineligible Noteholders and waive their right to attend (via teleconference) and vote (or be represented (via teleconference)) at the Meeting had actually participated at the Meeting) and further resolves that, if the Extraordinary Resolution is passed at this Meeting but such condition is not satisfied, the chairman of this Meeting and the Trustee are hereby authorised, directed, requested and empowered to adjourn this Meeting until such date, not less than 14 days nor more than 42 days later, and time and place as may be appointed by the chairman of this Meeting and approved by the Trustee, for the purpose of reconsidering resolutions 1 to 11 of this Extraordinary Resolution with the exception of resolution 9(b) of this Extraordinary Resolution, and in place of the foregoing provisions of resolution 9(b) the relevant condition will be satisfied if the quorum required for, and the requisite majority of votes cast at, the adjourned Meeting are satisfied by Eligible Noteholders only, irrespective of any participation at the adjourned Meeting by Ineligible Noteholders (and would also have been so satisfied if any Ineligible Noteholders who provide confirmation of their status as Ineligible Noteholders and waive their right to attend (via teleconference) and vote (or be represented (via teleconference)) at the adjourned Meeting had actually participated at the adjourned Meeting);

10. acknowledges that the following terms, as used in this Extraordinary Resolution, shall have the meanings given below:

"Consent Solicitation in respect of the Notes" means the invitation by the Issuer to all Eligible Noteholders to consent to the modification of the Conditions relating to the Notes and consequential or related amendments to the Trust Deed and Final Terms for the Notes, as described in the Consent Solicitation Memorandum and as the same may be amended in accordance with its terms;

"Consent Solicitation Memorandum" means the consent solicitation memorandum dated 13 April 2021 prepared by the Issuer in relation to the Consent Solicitation in respect of the Notes;

"Eligible Noteholder" means each Noteholder who is (a) located and resident outside the United States and not a U.S. person or acting for the account or benefit of a U.S. person (in each case, as defined in Regulation S under the Securities Act), (b) not a retail investor and, if applicable and acting on a non-discretionary basis, who is acting on behalf of a beneficial owner that is not a retail investor, and (c) otherwise a person to whom the Consent Solicitation in respect of the Notes can be lawfully made and that may lawfully participate in the Consent Solicitation in respect of the Notes;

"Ineligible Noteholder" means each Noteholder who is not an Eligible Noteholder;

"Notice" means the notice given by the Issuer to Noteholders on or around 13 April 2021;

"retail investor" means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended or superseded, "MiFID II"), (ii) a customer within the meaning of Directive 2016/97 (the Insurance Distribution Directive), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II, (iii) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA"), or (iv) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the "FSMA") and any rules or regulations made under the FSMA which were relied on immediately before exit day to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; and

"Securities Act" means the U.S. Securities Act of 1933, as amended.

11. agrees that capitalised terms in this document where not defined herein shall have the meanings given to them in the Trust Deed or the Notice, as applicable."

EXTRAORDINARY RESOLUTION

IN RESPECT OF THE £400,000,000 TIER 2 FIXED TO FLOATING RATE NOTES DUE 2050

"THAT this Meeting of the holders (together, the "Noteholders") of the presently outstanding £400,000,000 Tier 2 Fixed to Floating Rate Notes due 2050 (the "Notes") of Aviva plc (the "Issuer"), constituted by the trust deed dated 1 May 2015 as amended, restated, modified and/or supplemented from time to time (the "Trust Deed") made between the Issuer and The Law Debenture Trust Corporation p.l.c. (the "Trustee") as trustee for, inter alios, the Noteholders:

1. (subject to paragraph 9 of this Extraordinary Resolution) assents to the modification of the terms and conditions of the Notes (the "Conditions"), as set out in Schedule 2 to the Trust Deed, as completed by the Final Terms applicable to the Notes dated 2 June 2015, and to consequential or related amendments to the Trust Deed and Final Terms for the Notes, as any of the same may from time to time be modified or amended and restated in accordance with the Trust Deed, such that:

a. for the purposes of any Interest Accrual Period beginning on or after 4 June 2030, the Rate of Interest for such Interest Accrual Period shall be the aggregate of (i) Compounded Daily SONIA, (ii) the applicable Reference Rate Adjustment, to be determined as set out in the Notice and (iii) the Margin; and

b. new fallbacks shall be included in case the applicable SONIA reference rate is not available when required (including fallback provisions in case a Benchmark Event occurs with respect to SONIA),

all as more fully set out and (where applicable) defined in the Annex to the Notice;

2. (subject to paragraph 9 of this Extraordinary Resolution) authorises, directs, requests and empowers:

9. declares that the implementation of this Extraordinary Resolution shall be conditional on:

(a) the passing of this Extraordinary Resolution; and

10. acknowledges that the following terms, as used in this Extraordinary Resolution, shall have the meanings given below:

"Consent Solicitation Memorandum" means the consent solicitation memorandum dated 13 April 2021 prepared by the Issuer in relation to the Consent Solicitation in respect of the Notes;

"Ineligible Noteholder" means each Noteholder who is not an Eligible Noteholder;

"Notice" means the notice given by the Issuer to Noteholders on or around 13 April 2021;

"Securities Act" means the U.S. Securities Act of 1933, as amended.

11. agrees that capitalised terms in this document where not defined herein shall have the meanings given to them in the Trust Deed or the Notice, as applicable."

EXTRAORDINARY RESOLUTION

IN RESPECT OF THE £600,000,000 TIER 2 FIXED TO FLOATING RATE NOTES DUE 2058

"THAT this Meeting of the holders (together, the "Noteholders") of the presently outstanding £600,000,000 Tier 2 Fixed to Floating Rate Notes due 2058 (the "Notes") of Aviva plc (the "Issuer"), constituted by the trust deed dated 27 November 2007 as amended, restated, modified and/or supplemented from time to time (the "Trust Deed") made between, inter alios, the Issuer and The Law Debenture Trust Corporation p.l.c. (the "Trustee") as trustee for, inter alios, the Noteholders:

1. (subject to paragraph 9 of this Extraordinary Resolution) assents to the modification of the terms and conditions of the Notes (the "Conditions"), as set out in Schedule 2 to the Trust Deed, as completed by the Final Terms applicable to the Notes dated 19 May 2008 and 6 August 2008, and to consequential or related amendments to the Trust Deed and Final Terms for the Notes, as any of the same may from time to time be modified or amended and restated in accordance with the Trust Deed, such that:

a. for the purposes of any Interest Accrual Period beginning on or after 20 May 2038, the Rate of Interest for such Interest Accrual Period shall be the aggregate of (i) Compounded Daily SONIA, (ii) the applicable Reference Rate Adjustment, to be determined as set out in the Notice and (iii) the Margin; and

b. new fallbacks shall be included in case the applicable SONIA reference rate is not available when required (including fallback provisions in case a Benchmark Event occurs with respect to SONIA),

all as more fully set out and (where applicable) defined in the Annex to the Notice;

2. (subject to paragraph 9 of this Extraordinary Resolution) authorises, directs, requests and empowers:

(b) the Issuer to execute amended and restated final terms in respect of the Notes (the "Amended and Restated Final Terms") to effect the modifications referred to in paragraph 1 of this Extraordinary Resolution, in the form or substantially in the form of the draft produced to this Meeting, with such amendments thereto (if any) as the Trustee shall require or agree to; and

9. declares that the implementation of this Extraordinary Resolution shall be conditional on:

(a) the passing of this Extraordinary Resolution; and

10. acknowledges that the following terms, as used in this Extraordinary Resolution, shall have the meanings given below:

"Consent Solicitation Memorandum" means the consent solicitation memorandum dated 13 April 2021 prepared by the Issuer in relation to the Consent Solicitation in respect of the Notes;

"Ineligible Noteholder" means each Noteholder who is not an Eligible Noteholder;

"Notice" means the notice given by the Issuer to Noteholders on or around 13 April 2021;

"Securities Act" means the U.S. Securities Act of 1933, as amended.

11. agrees that capitalised terms in this document where not defined herein shall have the meanings given to them in the Trust Deed or the Notice, as applicable."

INELIGIBLE NOTEHOLDERS

Submission of Ineligible Holder Instructions

Any Noteholder that is not an Eligible Noteholder may not participate in the Consent Solicitations. However, any Ineligible Noteholder may deliver, or arrange to have delivered on its behalf, a valid Ineligible Holder Instruction (as defined below).

In respect of any Notes held through Euroclear Bank SA/NV ("Euroclear") or Clearstream Banking S.A. ("Clearstream, Luxembourg" and, together with Euroclear, the "Clearing Systems"), the submission of Ineligible Holder Instructions will have occurred upon receipt by the Tabulation Agent from Euroclear or Clearstream, Luxembourg, as applicable, of a valid instruction (an "Ineligible Holder Instruction") submitted in accordance with the requirements of Euroclear or Clearstream, Luxembourg, as applicable. Each such Ineligible Holder Instruction must specify, among other things, the aggregate principal amount of the Notes of the relevant Series which are subject to such Ineligible Holder Instruction, and the securities account number at the relevant Clearing System in which the relevant Notes are held. The receipt of such Ineligible Holder Instruction by the relevant Clearing System will be acknowledged in accordance with the standard practices of such Clearing System and will result in the blocking of the relevant Notes in the relevant Ineligible Noteholder's account with such Clearing System so that no transfers may be effected in relation to such Notes until the earlier of (i) the date on which the relevant Ineligible Holder Instruction is validly revoked (including the automatic revocation of such Ineligible Holder Instruction on the termination of the related Consent Solicitation in accordance with the terms of the relevant Consent Solicitation) and (ii) the conclusion of the relevant Meeting (or, if applicable, any relevant adjourned Meeting).

Only Direct Participants (as defined under "Voting and Quorum" below) may submit Ineligible Holder Instructions. Each beneficial owner of Notes who is an Ineligible Noteholder and is not a Direct Participant, must arrange for the Direct Participant through which such beneficial owner of Notes who is an Ineligible Noteholder holds its Notes to submit an Ineligible Holder Instruction on its behalf to the relevant Clearing System before the deadlines specified by the relevant Clearing System.

By delivering, or arranging for the delivery on its behalf, of an Ineligible Holder Instruction in accordance with the procedures described below, a Noteholder shall (A) waive its right to attend (via teleconference) and vote (or be represented (via teleconference)) at the relevant Meeting (as the consequence of the eligibility condition set out in paragraph 9(b) of the relevant Extraordinary Resolution is that such Extraordinary Resolution will only be implemented where it is passed irrespective of any participation at the relevant Meeting by Ineligible Noteholders, such that the attendance and voting at the relevant Meeting by an Ineligible Noteholder will be of no consequence for such implementation) and (B) agree, acknowledge, represent, warrant and undertake to the Issuer, the Trustee, the Issuing and Paying Agent, the Solicitation Agent and the Tabulation Agent at (i) the time of submission of such Ineligible Holder Instruction, (ii) the Expiration Date, (iii) the time of the relevant Meeting and at the time of any adjourned Meeting and (iv) the Implementation Date (and if a Noteholder or Direct Participant (as defined below) on behalf of any Noteholder is unable to make any such agreement or acknowledgement or give any such representation, warranty or undertaking, such Noteholder or Direct Participant should contact the Tabulation Agent immediately) that:

(a) It is an Ineligible Noteholder.

(b) It is not a person or entity (a "Person") (A) that is, or is directly or indirectly owned or controlled by a Person that is, described or designated in (i) the most current "Specially Designated Nationals and Blocked Persons" list (which as of the date hereof can be found at: https://www.treasury.gov/ofac/downloads/sdnlist.pdf) or (ii) the Foreign Sanctions Evaders List (which as of the date hereof can be found at: http://www.treasury.gov/ofac/downloads/fse/fselist.pdf) or (iii) the most current "Consolidated list of persons, groups and entities subject to EU financial sanctions" (which as of the date hereof can be found at: https://eeas.europa.eu/headquarters/headquarters-homepage_en/8442/Consolidated%20list%20of%20sanctions) or (iv) the most current "UK sanctions list" (which as of the date hereof can be found at: https://www.gov.uk/government/publications/the-uk-sanctions-list); or (B) that is otherwise the subject of any sanctions administered or enforced by any Sanctions Authority, other than solely by virtue of their inclusion in: (i) the most current "Sectoral Sanctions Identifications" list (which as of the date hereof can be found at: https://www.treasury.gov/ofac/downloads/ssi/ssilist.pdf) (the "SSI List"), (ii) Annexes 3, 4, 5 and 6 of Council Regulation No. 833/2014, as amended from time to time including by Council Regulation No. 960/2014 and Council Regulation (EU) No 1290/2014 and Council Regulation (EU) No 2015/1797 and Council Regulation (EU) No 2017/2212 (the "EU Annexes"), or (iii) any other list maintained by a Sanctions Authority, with similar effect to the SSI List or the EU Annexes. For these purposes "Sanctions Authority" means each of: (i) the United States government; (ii) the United Nations; (iii) the European Union (or any of its member states); (iv) the United Kingdom; (v) any other equivalent governmental or regulatory authority, institution or agency which administers economic, financial or trade sanctions; and (vi) the respective governmental institutions and agencies of any of the foregoing including, without limitation, the Office of Foreign Assets Control of the US Department of the Treasury, the United States Department of State, the United States Department of Commerce and Her Majesty's Treasury.

(c) It has undertaken all appropriate analysis of the implications of the relevant Consent Solicitation without reliance on the Issuer, the Trustee, the Issuing and Paying Agent, the Solicitation Agent or the Tabulation Agent.

(d) It has observed the laws of all relevant jurisdictions, obtained all requisite governmental, exchange control or other required consents, complied with all requisite formalities and paid any issue, transfer or other taxes or requisite payments due from it in each respect in connection with its Ineligible Holder Instruction and/or the relevant Extraordinary Resolution in any jurisdiction and that it has not taken or omitted to take any action in breach of the representations or which will or may result in the Issuer, the Solicitation Agent, the Tabulation Agent or any other person acting in breach of the legal or regulatory requirements of any such jurisdiction in connection with the relevant Extraordinary Resolution.

(e) Its Ineligible Holder Instruction is made on the terms and conditions set out in this Notice and therein.

(f) Its Ineligible Holder Instruction is being submitted in compliance with the applicable laws or regulations of the jurisdiction in which the Noteholder is located or in which it is resident or located and no registration, approval or filing with any regulatory authority of such jurisdiction is required in connection with such Ineligible Holder Instruction.

(g) It holds and will hold, until the earlier of (i) the date on which its Ineligible Holder Instruction is validly revoked, and (ii) conclusion of the relevant Meeting or (if applicable) any relevant adjourned Meeting, as the case may be, the Notes the subject of the Ineligible Holder Instruction, in the relevant Clearing System and in accordance with the requirements of the relevant Clearing System and by the deadline required by the relevant Clearing System, it has submitted, or has caused to be submitted, an Ineligible Holder Instruction to the relevant Clearing System, as the case may be, to authorise the blocking of such Notes with effect on and from the date thereof so that no transfers of such Notes may be effected until the occurrence of any of the events listed in (i) or (ii) above.

(h) It acknowledges that none of the Issuer, the Trustee, the Solicitation Agent, the Tabulation Agent and the Issuing and Paying Agent or any of their respective affiliates, directors, officers, employees, representatives or agents has made any recommendation as to whether to vote on the relevant Extraordinary Resolution and it represents that it has made its own decision with regard to the relevant Extraordinary Resolution based on any independent legal, financial, tax or other advice that it has deemed necessary to seek.

(i) It acknowledges that all authority conferred or agreed to be conferred pursuant to these acknowledgements, representations, warranties and undertakings and every obligation of the Noteholder offering to waive its right to vote on the relevant Extraordinary Resolution shall to the extent permitted by applicable law be binding upon the successors, assigns, heirs, executors, trustees in bankruptcy and legal representatives of the Noteholder waiving its right to vote on the relevant Extraordinary Resolution and shall not be affected by, and shall survive, the death or incapacity of the Noteholder waiving its right to vote on the relevant Extraordinary Resolution, as the case may be.

(j) It acknowledges that the Notes have not been and will not be registered under the Securities Act, or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons, unless an exemption from the registration requirements of the Securities Act is available (terms used in this paragraph that are, unless otherwise specified, defined in Regulation S under the Securities Act are used as defined in Regulation S).

(k) The information given by or on behalf of such Noteholder in the Ineligible Holder Instruction is true and will be true in all respects at the time of the relevant Meeting (or any relevant adjourned Meeting).

(l) No information has been provided to it by the Issuer, Trustee, the Solicitation Agent or the Tabulation Agent, or any of their respective affiliates, directors, officers, employees, representatives or agents, with regard to the tax consequences for Noteholders arising from the participation in any Meeting or the implementation of any Extraordinary Resolution, and it acknowledges that it is solely liable for any taxes and similar or related payments imposed on it under the laws of any applicable jurisdiction as a result of its submission of the Ineligible Holder Instruction, and agrees that it will not and does not have any right of recourse (whether by way of reimbursement, indemnity or otherwise) against the Issuer, the Trustee, the Solicitation Agent or the Tabulation Agent, or any of their respective affiliates, directors, officers, employees, representatives or agents, or any other person, in respect of such taxes and payments.

The representation set out in paragraph (b) above shall not be sought or given at any time after such representation is first made if and to the extent that it is or would be unenforceable by reason of breach of (i) any provision of Council Regulation (EC) No 2271/1996 of 22 November 1996 (as amended) (or any law or regulation implementing such Regulation in any member state of the European Union) or (ii) Council Regulation (EC) No 2271/1996 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018.

If the relevant Ineligible Noteholder is unable to give any of the representations and warranties described above, such Ineligible Noteholder should contact the Tabulation Agent.

Each Ineligible Noteholder submitting an Ineligible Holder Instruction in accordance with its terms shall have agreed to indemnify the Issuer, the Solicitation Agent, the Tabulation Agent, the Issuing and Paying Agent, the Trustee and each of their respective affiliates, directors, officers, employees, representatives or agents against all and any losses, costs, fees, claims, liabilities, expenses, charges, actions or demands which any of them may incur or which may be made against any of them as a result of any breach of any of the terms of, or any of the representations, warranties and/or undertakings given pursuant to, such instruction by such Noteholder.

All questions as to the validity, form and eligibility (including the time of receipt) of any Ineligible Holder Instructions or revocation or revision thereof or delivery of Ineligible Holder Instructions will be determined by the Issuer in its sole discretion, which determination will be final and binding. The Issuer reserves the absolute right to reject any and all Ineligible Holder Instructions not in a form which is, in the opinion of the Issuer, lawful. The Issuer also reserves the absolute right to waive defects in Ineligible Holder Instructions with regard to any Notes. None of the Issuer, the Solicitation Agent, the Trustee, the Issuing and Paying Agent or the Tabulation Agent shall be under any duty to give notice to Noteholders or beneficial owners of Notes of any irregularities in Ineligible Holder Instructions; nor shall any of them incur any liability for failure to give notification of any material amendments to the terms and conditions of the Consent Solicitations.

REQUIREMENTS OF U.S. SECURITIES LAWS

In the event the Extraordinary Resolution in respect of a Series is passed and implemented, the Supplemental Trust Deed relating to the relevant Series will contain a statement that, until the expiry of the period of 40 days after the date of the relevant Supplemental Trust Deed, sales of the Notes of the relevant Series may not be made in the United States or to U.S. persons unless made outside the United States pursuant to Rules 903 and 904 of Regulation S under the Securities Act.

GENERAL INFORMATION

The attention of Noteholders is particularly drawn to the quorum required for the Noteholders Meetings and for any adjourned Meeting which is set out in paragraphs 1, 2, 3, 4 and 5 of "Voting and Quorum" below. Having regard to such requirements, Noteholders are strongly urged either to attend (via teleconference) the relevant Meeting or to take steps to be represented (via teleconference) at the relevant Meeting (including by way of submitting a Consent Instruction or Ineligible Holder Instruction) as soon as possible.

Voting and Quorum

Noteholders who have submitted and not revoked a valid Consent Instruction or Ineligible Holder Instruction in respect of the relevant Extraordinary Resolution by 5.00 p.m. (London time) on 30 April 2021 (the "Expiration Deadline"), by which they will (i) (in the case of Consent Instructions) have given instructions for the appointment by the Issuing and Paying Agent of one or more representatives of the Tabulation Agent as their proxy to vote in the manner specified or identified in such Consent Instruction at the relevant Meeting (or any adjourned such Meeting) or (ii) (in the case of Ineligible Holder Instructions) waived such rights, need take no further action to be represented at the relevant Meeting (or any such adjourned such Meeting).

Noteholders who have not submitted, or who have submitted and revoked, a Consent Instruction or Ineligible Holder Instruction in respect of the relevant Extraordinary Resolution by the Expiration Deadline should take note of the provisions set out below detailing how such Noteholders can attend or take steps to be represented (via teleconference) at the relevant Meeting (references to which, for the purposes of such provisions, include, unless the context otherwise requires, any adjourned such Meeting).

1. Subject as set out below, the provisions governing the convening and holding of each Meeting are set out in Schedule 3 (Provisions for Meetings of Noteholders) to the relevant Trust Deed, a copy of which is available for inspection by the Noteholders during normal business hours at the specified offices of the Issuing and Paying Agent on any weekday (public holidays excepted).

All of the Notes of each Series are represented by a global Note and are held by a common depositary for Euroclear and Clearstream, Luxembourg. For the purpose of the Meetings, a "Direct Participant" shall mean each person who is for the time being shown in the records of Euroclear or Clearstream, Luxembourg as the holder of a particular principal amount outstanding of the Notes.

Each person (a "beneficial owner") who is the owner of a particular principal amount of the Notes through Euroclear, Clearstream, Luxembourg or a Direct Participant, should note that a beneficial owner will only be entitled to attend (via teleconference) and vote at the relevant Meeting in accordance with the procedures set out below and where a beneficial owner is not a Direct Participant it will need to make the necessary arrangements, either directly or with the intermediary through which it holds its Notes, for the Direct Participant to complete these procedures on its behalf by all applicable deadlines.

A Direct Participant or beneficial owner of Notes wishing to attend (via teleconference) a Meeting in person must produce at the Meeting a valid voting certificate or certificates issued by the Issuing and Paying Agent relating to the Notes in respect of which such Direct Participant or beneficial owner wishes to vote.

A Direct Participant not wishing to attend (via teleconference) a Meeting in person may (or the beneficial owner of the relevant Notes may arrange for the relevant Direct Participant on its behalf to) give a voting instruction (by giving an electronic instruction to block its Notes and to vote in respect of the relevant Meeting to Euroclear or Clearstream, Luxembourg in accordance with the procedures of Euroclear or Clearstream, Luxembourg, as applicable) requiring the Issuing and Paying Agent to include the votes attributable to its Notes in a block voting instruction issued by the Issuing and Paying Agent for the relevant Meeting or any adjourned such Meeting, and the Issuing Paying Agent shall appoint a proxy to attend (via teleconference) and vote at the relevant Meeting in accordance with such Direct Participant's instructions. A Direct Participant holding Notes and not wishing to attend (via teleconference) a Meeting in person may alternatively deliver its valid voting certificate(s) to the person whom it wishes to attend (via teleconference) the relevant Meeting on its behalf.

Beneficial owners or their Direct Participants must have made arrangements to vote with the relevant Clearing System by not later than 48 hours before the time fixed for the relevant Meeting (or any adjourned such Meeting) and within the relevant time limit specified by the relevant Clearing System (who may set a significantly earlier deadline) and request or make arrangements for the relevant Clearing System to block the Notes in the relevant Direct Participant's account and to hold the same to the order or under the control of the Issuing and Paying Agent.

Notes blocked as set out above will not be released until the earlier of (i) the date on which the relevant electronic voting and blocking instruction is validly revoked (including its automatic revocation on the termination of the related Consent Solicitation); (ii) the conclusion of the relevant Meeting (or, if applicable, any adjourned such Meeting); and (iii) not less than 48 hours before the time for which the relevant Meeting (or, if applicable, any adjourned such Meeting) is convened, the notification in writing of any revocation of a Direct Participant's previous instructions to the relevant Paying Agent.

Noteholders should note that the timings and procedures set out in this notice reflect the requirements for Noteholders' Meetings set out in the relevant Trust Deed, but that the Clearing Systems and the relevant intermediaries may have their own additional requirements as to timings and procedures for voting on the relevant Extraordinary Resolution. Accordingly, Noteholders wishing to vote in respect of the relevant Extraordinary Resolution are strongly urged either to contact their custodian (in the case of a beneficial owner whose Notes are held in book-entry form by a custodian) or the relevant Clearing System (in the case of a Noteholder whose Notes are held in book-entry form directly in the relevant Clearing System), as soon as possible.

In light of the ongoing developments in relation to coronavirus (COVID-19), and current guidance issued by the UK government, it may be impossible or inadvisable to hold the Meetings at a physical location. Therefore, the Issuer has determined that the Meetings be held electronically via teleconference rather than physically in person and, in accordance with the provisions of the Trust Deeds, has requested that the Trustee prescribe appropriate regulations regarding the holding of the Meetings via teleconference. Each Meeting will be held via teleconference using a platform hosted by the chairman of the relevant Meeting to allow attendees to participate electronically. Details for accessing the relevant Meeting will be made available to proxies who have been duly appointed under a block voting instruction and to holders of voting certificates, in each case issued in accordance with the procedures set out in this Notice. Any Noteholders who indicate to the Tabulation Agent that they wish to participate electronically in, or otherwise be represented on, the teleconference for the relevant Meeting (rather than being represented by the Tabulation Agent pursuant to a block voting instruction as described above) will be provided with further details about attending (via teleconference) the relevant Meeting.

All references in this Notice to attendance or voting "in person" shall refer to the attendance or voting at the relevant Meeting by way of the teleconference facility.

2. The quorum at any Meeting for passing the relevant Extraordinary Resolution shall (subject as provided below) be one or more persons present and holding or representing in the aggregate not less than two-thirds of the principal amount of the relevant Series for the time being outstanding (as defined in the relevant Trust Deed). If a quorum is not present within 15 minutes after the time fixed for a Meeting, the relevant Meeting will be adjourned until such date, not less than 14 days nor more than 42 days later, and such time as may be appointed by the chairman of the relevant Meeting and approved by the Trustee. In addition, if the quorum required for, and the requisite majority of votes cast at, the relevant Meeting is satisfied but the Eligibility Condition in respect of such Meeting is not satisfied, the chairman of the relevant Meeting will adjourn the relevant Meeting until such date, not less than 14 days nor more than 42 days later, and such time as may be appointed by the chairman of the Meeting and approved by the Trustee. The relevant Extraordinary Resolution will then be considered at an adjourned Meeting (notice of which will be given to the Noteholders of the relevant Series). At any adjourned Meeting, one or more persons present and holding or representing in the aggregate not less than one-third of the principal amount of the relevant Series for the time being outstanding shall (subject as provided below) form a quorum and shall have the power to pass the Extraordinary Resolution.

3. To be passed at the relevant Meeting, an Extraordinary Resolution requires a majority in favour consisting of not less than three-quarters of the votes cast at such Meeting.

The question submitted to the relevant Meeting shall be decided in the first instance by a show of hands unless a poll is (before, or on the declaration of the result of, the show of hands) demanded by the chairman of the Meeting, the Issuer, the Trustee or by one or more persons representing not less than 2 per cent. of the principal amount of the relevant Series for the time being outstanding.

At each Meeting, (A) on a show of hands every person who is present in person (via teleconference) and who produces a voting certificate or is a proxy or representative has one vote and (B) on a poll every such person has one vote in respect of each £1 of principal amount of Notes so represented by the voting certificate so produced or for which he is a proxy or representative.

At any Meeting a declaration by the Chairman that a resolution has or has not been passed shall be conclusive evidence of the fact without proof of the number or proportion of the votes cast in favour of or against such resolution.

4. The implementation of each Consent Solicitation and the related Extraordinary Resolution will be conditional on:

(a) the passing of the relevant Extraordinary Resolution; and

(b) the quorum required for, and the requisite majority of votes cast at, the relevant Meeting being satisfied by Eligible Noteholders only, irrespective of any participation at the relevant Meeting by Ineligible Noteholders (and would also have been so satisfied if any Ineligible Noteholders who provide confirmation only of their status as Ineligible Noteholders and waive their right to attend (via teleconference) and vote (or be represented (via teleconference)) at the relevant Meeting had actually participated at such Meeting), including, if applicable, the satisfaction of such condition at an adjourned Meeting (the "Eligibility Condition"),

(together, the "Consent Conditions").

5. If passed, the Extraordinary Resolution passed at the Meeting will be binding upon all the Noteholders of the relevant Series, whether present or not at the relevant Meeting and whether or not voting.

Documents Available for Inspection

Copies of items (a) to (d) below (together, the "Noteholder Information") will be available from the date of this Notice, for inspection during normal business hours at the specified offices of the Issuing and Paying Agent on any weekday (public holidays excepted) and on the website of the Tabulation Agent (http://www.lucid-is.com/aviva).

(a) this Notice;

(b) the current drafts of each Supplemental Trust Deed as referred to in the relevant Extraordinary Resolution set out above (the "Supplemental Trust Deeds");

(c) the current drafts of each Amended and Restated Final Terms as referred to in the relevant Extraordinary Resolution set out above (the "Amended and Restated Final Terms"); and

(d) such other ancillary documents as may be approved by the Trustee and/or such other relevant party as are necessary or desirable to give effect to the Noteholder Proposal in full.

This Notice should be read in conjunction with the Noteholder Information.

The Noteholder Information may be supplemented from time to time. Existing Noteholders should note that each Supplemental Trust Deed and each Amended and Restated Final Terms may be subject to amendment (where such amendments are in line with the Proposed Amendments) up until 7 days prior to the date fixed for the relevant Meeting. Should such amendments be made, blacklined copies (showing the changes from the originally available Supplemental Trust Deeds or Amended and Restated Final Terms, as the case may be) and clean versions will be available from the Tabulation Agent (including on the website of the Tabulation Agent (http://www.lucid-is.com/aviva)).

Existing Noteholders will be informed of any such amendments to the Supplemental Trust Deeds or Amended and Restated Final Terms by announcements released on the regulatory news service of the London Stock Exchange.

CONTACT INFORMATION

Further information relating to the Proposed Amendments can be obtained from the Solicitation Agent directly:

THE SOLICITATION AGENT

Lloyds Bank Corporate Markets plc

10 Gresham Street

London EC2V 7AE

United Kingdom

Attention: Liability Management Group

Telephone: +44 20 7158 1719 / 1726

Email: liability.management@lloydsbanking.com

The contact details for the Tabulation Agent, the Issuing and Paying Agent and the Trustee are set out below:

THE TABULATION AGENT

Lucid Issuer Services Limited

Tankerton Works

12 Argyle Walk

London WC1H 8HA

United Kingdom

Attention: Owen Morris

Telephone: +44 20 7704 0880

Email: aviva@lucid-is.com

Website: www.lucid-is.com/aviva

THE TRUSTEE

The Law Debenture Trust Corporation p.l.c.

8th Floor

100 Bishopsgate

London EC2N 4AG

United Kingdom

THE ISSUING AND PAYING AGENT

HSBC Bank plc

8 Canada Square

London E14 5HQ

United Kingdom

Noteholders whose Notes are held by Euroclear or Clearstream, Luxembourg should contact the Tabulation Agent at the address details above for further information on the process for voting at the Meeting.

ANNOUNCEMENTS

If the Issuer is required to make an announcement relating to matters set out in this Notice, any such announcement will be made in accordance with all applicable rules and regulations via notices to the Clearing Systems for communication to Noteholders and an announcement released on the regulatory news service of the London Stock Exchange.

This Notice is given by:

AVIVA plc

Dated: 13 April 2021

Annex to the Notice of Noteholder Meetings

AMENDMENTS TO THE CONDITIONS IN RESPECT OF EACH SERIES

PART 1

2029/2049 NOTES

The following amendments will be made to the Final Terms for the 2029/2049 Notes, which complete the Conditions for the 2029/2049 Notes:

1. Paragraph 16(v) of the Final Terms for the 2029/2049 Notes shall be deleted and replaced with the following:

(v) Manner in which the Rate(s) of Interest is/are to be determined:

SONIA Linked Interest, as set out in Part A of the Annex to these Final Terms

2. Paragraph 16(vii) of the Final Terms for the 2029/2049 Notes shall be deleted and replaced with the following:

(vii) Screen Rate Determination:

Not Applicable

3. The following wording shall be included as a new Paragraph 16(xiii) of the Final Terms for the 2029/2049 Notes:

(xiii) Fall back provisions relating to the method of calculating interest on Fixed to Floating Rate Notes, if different from those set out in the Conditions:

Applicable, as set out in Part B of the Annex to these Final Terms

The words "Subject to Condition 4(c)(iv)" shall be deemed to be included at the beginning of the existing Condition 4(c)(iii)(B)(x)

4. The following wording shall be included as a new Annex to the Final Terms for the 2029/2049 Notes:

" Part A

1. Amendment to Condition 4(c)(iii)

For the purpose of the Notes, the opening paragraph of Condition 4(c)(iii) shall be deleted in its entirety and replaced with the following wording:

"The Rate of Interest in respect of Floating Rate Notes and, from and including the Fixed Rate End Date, Fixed to Floating Rate Notes for each Interest Accrual Period shall be determined in the manner specified hereon and the provisions below relating to ISDA Determination, Screen Rate Determination or Rate of Interest for SONIA Linked Interest Notes shall apply, depending upon which is specified hereon."

2. Insertion of new Condition 4(c)(iii)(C)

For the purposes of the Notes, the following wording shall be deemed to be included in the Conditions as a new Condition 4(c)(iii)(C):

"(C) Rate of Interest for SONIA Linked Interest Notes

Where SONIA Linked Interest is specified hereon as the manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest Accrual Period beginning on or after the Fixed Rate End Date will, subject to the provisions of Condition 4(c)(iv), and as provided below, be the aggregate of:

(1) Compounded Daily SONIA for the relevant Interest Accrual Period;

(2) the Reference Rate Adjustment; and

(3) the Margin,

all as determined by the Calculation Agent (or such other party responsible for the calculation of the Rate of Interest, as specified in the Final Terms) on the Interest Determination Date (as defined in this Condition 4(c)(iii)(C)) for such Interest Accrual Period.

For the purposes of this Condition 4(c)(iii)(C):

"Compounded Daily SONIA" means with respect to an Interest Accrual Period, the rate of return of a daily compound interest investment during the Observation Period corresponding to such Interest Accrual Period (with the daily Sterling overnight reference rate as reference rate for the calculation of interest) and will be calculated by the Calculation Agent (or such other party responsible for the calculation of the Rate of Interest, as specified in the Final Terms) on the relevant Interest Determination Date, as follows, and the resulting percentage will be rounded, if necessary, to the fifth decimal place, with 0.000005 being rounded upwards:

Where:

"d" means the number of calendar days in the relevant Interest Accrual Period;

"d₀" means the number of London Business Days in the relevant Interest Accrual Period;

"i" means a series of whole numbers from one to d0, each representing the relevant London Business Days in chronological order from, and including, the first London Business Day in the relevant Interest Accrual Period;

"Interest Determination Date" means, in respect of any Interest Accrual Period, the day falling five London Business Days prior to the relevant Interest Payment Date;

"London Business Day" or "LBD" means a day (other than a Saturday or Sunday) on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits) in London;

"n_i" means, in relation to any London Business Day "i", the number of calendar days from and including such London Business Day "i" up to, but excluding, the following London Business Day;

"Observation Period" means, in respect of the relevant Interest Accrual Period, the period from, and including, the date falling "p" London Business Days prior to the first day of the relevant Interest Accrual Period (and the first Interest Accrual Period shall begin on and include the Fixed Rate End Date) and ending on, but excluding, the date falling "p" London Business Days prior to the Interest Payment Date for such Interest Accrual Period (or the date falling "p" London Business Days prior to such earlier date, if any, on which the Notes become due and payable);

"p" means five London Business Days;

"Reference Rate Adjustment" means [l][3] per cent.;

"Relevant Screen Page" means Reuters Screen SONIA page (or any replacement thereof);

the "SONIA reference rate", in respect of any London Business Day, is a reference rate equal to the daily Sterling Overnight Index Average ("SONIA") rate for such London Business Day as provided by the administrator of SONIA to authorised distributors and as then published on the Relevant Screen Page or, if the Relevant Screen Page is unavailable, as otherwise published by such authorised distributors (on the London Business Day immediately following such London Business Day); and

"SONIA_i-pLBD" means, in respect of any London Business Day "i" falling in the relevant Interest Accrual Period, the SONIA reference rate for the London Business Day falling "p" London Business Days prior to the relevant London Business Day "i".

Subject to the provisions of Condition 4(c)(iv), if, in respect of any London Business Day in the relevant Observation Period, the Calculation Agent (or such other party responsible for the calculation of the Rate of Interest, as specified in the Final Terms) determines that the SONIA reference rate is not available on the Relevant Screen Page or has not otherwise been published by the relevant authorised distributors, such SONIA reference rate shall be:

(x) the Bank of England's Bank Rate (the "Bank of England Base Rate") prevailing at 5:00 p.m. (or, if earlier, close of business) on the relevant London Business Day; plus

(y) the mean of the spread of the SONIA reference rate to the Bank of England Base Rate over the previous five London Business Days on which a SONIA reference rate has been published, excluding the highest spread (or, if there is more than one highest spread, one only of those highest spreads) and lowest spread (or, if there is more than one lowest spread, one only of those lowest spreads).

Subject to the provisions of Condition 4(c)(iv), if the Rate of Interest cannot be determined in accordance with paragraphs (x) and (y) by the Calculation Agent (or such other party responsible for the calculation of the Rate of Interest, as specified in the Final Terms), the Rate of Interest shall be:

(I) that determined as at the Interest Determination Date for the last preceding Interest Accrual Period; or

(II) if there is no such preceding Interest Determination Date, the sum of (A) 4.487 per cent. per annum and (B) 1.00 per cent. per annum, with such sum being converted from a semi-annual to a quarterly basis by the Calculation Agent (or such other party responsible for the calculation of the Rate of Interest, as specified in the applicable Final Terms) in accordance with the instructions of the Issuer, rounded to the nearest 0.001 per cent., with 0.0005 per cent. being rounded upwards (which instructions from the Issuer shall (in the absence of manifest error) be final and binding upon all parties).

If the Notes become due and payable in accordance with Condition 10, the final Interest Determination Date shall, notwithstanding any Interest Determination Date specified in the Final Terms or in this Condition 4(c)(iii)(C), be deemed to be the date on which such Notes become due and payable and the Rate of Interest on the Notes shall, for so long as any of the Notes remain outstanding, be determined on such date and as if (solely for the purpose of such interest determination) the relevant Interest Accrual Period had been shortened accordingly."

Part B

1. Insertion of new Condition 4(c)(iv)

For the purposes of the Notes, the following wording shall be deemed to be included in the Conditions as a new Condition 4(c)(iv):

"(iv) Benchmark Discontinuation

If 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 following provisions shall apply to the Notes:

(1) The Issuer shall use its best efforts to appoint an Independent Adviser, at the Issuer's own expense and as soon as reasonably practicable, to determine a Successor Reference Rate or, if such Independent Adviser is unable so to determine a Successor Reference Rate, an Alternative Reference Rate and, in each case, an Adjustment Spread (if any) and any Benchmark Amendments (in any such case, acting in good faith and in a commercially reasonable manner) for the purposes of determining all future payments of interest on the Notes (subject to the subsequent further operation of this Condition 4(c)(iv)).

(2) An Independent Adviser appointed pursuant to this Condition 4(c)(iv) shall act in good faith and in a commercially reasonable manner as an expert. 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 4(c)(iv).

(3) If the relevant Independent Adviser (acting in good faith and in a commercially reasonable manner), no later than five Business Days prior to the Interest Determination Date relating to the next Interest Period (the "IA Determination Cut-off Date"), determines:

(i) there is a Successor Reference Rate, then such Successor Reference Rate shall (subject to any applicable Adjustment Spread) subsequently be used in place of the Original Reference Rate to determine the Rate of Interest (or the relevant component part thereof) for all relevant future payments of interest on the Notes (subject to the subsequent further operation of this Condition 4(c)(iv)); or

(ii) there is no Successor Reference Rate but that there is an Alternative Reference Rate, then such Alternative Reference Rate shall (subject to any applicable Adjustment Spread) subsequently be used in place of the Original Reference Rate to determine the Rate of Interest (or the relevant component part thereof) for all relevant future payments of interest on the Notes (subject to the subsequent further operation of this Condition 4(c)(iv)).

(4) If the Issuer is unable to appoint an Independent Adviser, or the Independent Adviser appointed by the Issuer in accordance with paragraph (1) of this Condition 4(c)(iv) fails to determine a Successor Reference Rate or an Alternative Reference Rate and, in each case, an Adjustment Spread (if any) prior to the relevant IA Determination Cut-off Date, then the Issuer (acting in good faith and in a commercially reasonable manner), no later than three Business Days prior to the Interest Determination Date relating to the next Interest Period (the "Issuer Determination Cut-off Date"), may determine a Successor Reference Rate or, if the Issuer fails so to determine a Successor Reference Rate, an Alternative Reference Rate (as applicable) and, in each case, an Adjustment Spread (if any) and/or any Benchmark Amendments (with the relevant provisions in this Condition 4(c)(iv) applying mutatis mutandis to allow such determination to be made by the Issuer without consultation with an Independent Adviser) (in any such case, acting in good faith and in a commercially reasonable manner) for the purposes of determining the Rate of Interest (or the relevant component part thereof) for all relevant future payments of interest on the Notes (subject to the subsequent further operation of this Condition 4(c)(iv)).

(5) If the Issuer is unable to appoint an Independent Adviser, or the Independent Adviser appointed by the Issuer in accordance with paragraph (1) of this Condition 4(c)(iv) fails to determine a Successor Reference Rate or an Alternative Reference Rate prior to the relevant IA Determination Cut-off Date, and subsequently the Issuer fails to determine a Successor Reference Rate or an Alternative Reference Rate and, in each case, an Adjustment Spread (if any) and/or any Benchmark Amendments in accordance with paragraph (4) of this Condition 4(c)(iv) prior to the Issuer Determination Cut-off Date, the Rate of Interest applicable to the next succeeding Interest Period shall be equal to the Rate of Interest determined as at the Interest Determination Date for the last preceding Interest Period or, in the case of the first Interest Determination Date, the Rate of Interest shall be the sum of (A) 4.487 per cent. per annum and (B) 1.00 per cent. per annum, with such sum being converted from a semi-annual to a quarterly basis by the Calculation Agent (or such other party responsible for the calculation of the Rate of Interest, as specified in the applicable Final Terms) in accordance with the instructions of the Issuer, rounded to the nearest 0.001 per cent., with 0.0005 per cent. being rounded upwards (which instructions from the Issuer shall (in the absence of manifest error) be final and binding upon all parties). This paragraph shall apply to the relevant Interest Period only. Any subsequent Interest Period(s) shall be subject to the subsequent operation of, and to adjustment as provided in, this Condition 4(c)(iv).

(6) If the relevant Independent Adviser or the Issuer (as applicable) determines that an Adjustment Spread is required to be applied to the Successor Reference Rate or Alternative Reference Rate (as applicable) and determines the quantum of, or a formula or methodology for determining, such Adjustment Spread, then such Adjustment Spread shall be applied to such Successor Reference Rate or Alternative Reference Rate (as applicable). For the avoidance of doubt, if the relevant Independent Adviser or the Issuer (as applicable) is unable to (i) determine whether an Adjustment Spread is required or (ii) calculate such Adjustment Spread, then the Rate of Interest applicable to the next succeeding Interest Period shall be equal to the Rate of Interest determined as at the Interest Determination Date for the last preceding Interest Period or, in the case of the first Interest Determination Date, the Rate of Interest shall be the sum of (A) 4.487 per cent. per annum and (B) 1.00 per cent. per annum, with such sum being converted from a semi-annual to a quarterly basis by the Calculation Agent (or such other party responsible for the calculation of the Rate of Interest, as specified in the applicable Final Terms) in accordance with the instructions of the Issuer, rounded to the nearest 0.001 per cent., with 0.0005 per cent. being rounded upwards (which instructions from the Issuer shall (in the absence of manifest error) be final and binding upon all parties).

(7) Without prejudice to the definitions thereof, for the purposes of determining a Successor Reference Rate, Alternative Reference Rate or an Adjustment Spread (if any), the Independent Adviser or the Issuer (as applicable) will take into account relevant and applicable market precedents as well as any published guidance from relevant associations involved in the establishment of market standards and/or protocols in the international debt capital markets and such other materials as the Issuer (as applicable), in its sole discretion, considers appropriate.

(8) Promptly following the determination of any Successor Reference Rate or Alternative Reference Rate (as applicable) as described in this Condition 4(c)(iv), the Issuer shall give notice thereof and of any Adjustment Spread (and the effective date(s) thereof) pursuant to this Condition 4(c)(iv) to the Trustee, the Issuing and Paying Agent, the Calculation Agent and the Noteholders. Such notice shall be irrevocable and shall specify the effective date of the Benchmark Amendments, if any.

(9) The Trustee and the Issuing and Paying Agent shall, at the direction and expense of the Issuer, be obliged to effect such waivers and consequential amendments to the Trust Deed, the Agency Agreement, these Conditions and any other document as may be required to give effect to any application of this Condition 4(c)(iv) (such amendments, the "Benchmark Amendments"), including, but not limited to:

(i) changes to these Conditions which the relevant Independent Adviser or the Issuer (as applicable) determines may be required in order to follow market practice (determined according to factors including, but not limited to, public statements, opinions and publications of industry bodies and organisations) in relation to such Successor Reference Rate or Alternative Reference Rate (as applicable), including, but not limited to (A) the relevant Additional Business Centre(s), Business Day, Business Day Convention, Day Count Fraction, Interest Determination Date, Additional Financial Centre(s), and/or Relevant Screen Page applicable to the Notes and (B) the method for determining the fallback to the Rate of Interest in relation to the Notes if such Successor Reference Rate or Alternative Reference Rate (as applicable) is not available; and

(ii) any other changes which the relevant Independent Adviser or the Issuer (as applicable) determines are reasonably necessary to ensure the proper operation and comparability to the Original Reference Rate of such Successor Reference Rate or Alternative Reference Rate (as applicable).

Prior to any such waivers and/or consequential amendments taking effect, the Issuer shall provide a certificate signed by two Directors or other Authorised Signatories (as defined in the Trust Deed) of the Issuer to the Trustee and the Issuing and Paying Agent (i) confirming that a Benchmark Event has occurred and (ii) that such waivers and/or Benchmark Amendments are required to give effect to any application of this Condition 4(c)(iv) and the Trustee and the Issuing and Paying Agent shall be entitled to rely on such certificate without further enquiry or liability to any person. For the avoidance of doubt, the Trustee shall not be liable to the Noteholders or any other person for so acting or relying, irrespective of whether any such modification is or may be materially prejudicial to the interests of any such person. Such changes shall apply to all future payments of interest on the Notes (subject to the subsequent further operation of this Condition 4(c)(iv)).

The Trustee shall not be obliged to agree to any modification if in the sole 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 rights and/or the protective provisions afforded to the Trustee in these Conditions or the Trust Deed.

No consent of the Noteholders shall be required in connection with effecting the relevant Successor Reference Rate or Alternative Reference Rate as described in this Condition 4(c)(iv) or such other relevant adjustments pursuant to this Condition 4(c)(iv), or any Adjustment Spread, including for the execution of, or amendment to, any documents (including, inter alia, by the execution of a deed supplemental to or amending the Trust Deed) or the taking of other steps by the Issuer or any of the parties to the Trust Deed and/or the Agency Agreement (if required).

Notwithstanding any other provision of this Condition 4(c)(iv) no Successor Reference Rate or Alternative Reference Rate will be adopted, nor will the applicable Adjustment Spread be applied, nor will any Benchmark Amendments be made if and to the extent that, in the sole determination of the Issuer, the same could reasonably be expected to prejudice the qualification of the Notes as Tier 2 Capital of the Issuer or of the Group, eligible liabilities or loss absorbing capacity instruments for the purposes of the Relevant Rules.

Notwithstanding any other provision of this Condition 4(c)(iv), no Successor Rate or Alternative Rate will be adopted, nor will the applicable Adjustment Spread be applied, nor will any Benchmark Amendments be made, if and to the extent that, in the determination of the Issuer, the same could reasonably be expected to cause a Capital Disqualification Event or a Rating Methodology Event to occur."

2. Amendment to Condition 4(h)

For the purposes of the Notes, the following additional definitions shall be deemed to be included in alphabetical order in Condition 4(h):

"Adjustment Spread" means either a spread (which may be positive, negative or zero) or formula or methodology for calculating a spread in either case, which the Independent Adviser, or the Issuer (as applicable) determines, is required to be applied to a Successor Reference Rate or an Alternative Reference Rate (as applicable) in order to reduce or eliminate, to the extent reasonably practicable in the circumstances, any economic prejudice or benefit (as applicable) to Noteholders and Couponholders as a result of the replacement of the Original Reference Rate with such Successor Reference Rate or Alternative Reference Rate (as applicable) and is the spread, formula or methodology which:

(i) in the case of a Successor Reference Rate, is formally recommended in relation to the replacement of the Original Reference Rate with such Successor Reference Rate by any Relevant Nominating Body; or

(ii) in the case of a Successor Reference Rate for which no such recommendation has been made or in the case of an Alternative Reference Rate, the Independent Adviser or the Issuer (as applicable) determines, is customarily applied to the relevant Successor Reference Rate or the Alternative Reference 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

(iii) in the case that the Independent Adviser or the Issuer (as applicable) determines that no such spread is customarily applied, the relevant Independent Adviser or the Issuer (as applicable) determines is recognised or acknowledged as being in customary market usage in international debt capital markets transactions which reference the Original Reference Rate, where such rate has been replaced by such Successor Reference Rate or Alternative Reference Rate (as applicable); or

(iv) if the Independent Adviser or the Issuer (as applicable) determines that no such industry standard is recognised or acknowledged, the Independent Adviser or the Issuer (as applicable) (acting in good faith and in a commercially reasonable manner), determines to be appropriate.

"Alternative Reference Rate" means an alternative benchmark or screen rate which the relevant Independent Adviser or the Issuer (as applicable) determines in accordance with Condition 4(c)(iv) is customarily applied in the international debt capital markets for the purposes of determining floating rates of interest in respect of notes denominated in the Specified Currency and of a comparable duration to the relevant Interest Period, and which, in the circumstances contemplated in limb (vii) of the definition of Benchmark Event shall be deemed to be the New Reference Rate.

"Benchmark Event" means:

(i) the Original Reference Rate ceasing to be published for a period of at least 5 Business Days or ceasing to exist; or

(ii) a public statement by the administrator of the Original Reference Rate that it has ceased or that it will cease publishing the Original Reference Rate permanently or indefinitely (in circumstances where no successor administrator has been appointed that will continue publication of the Original Reference Rate); or

(iii) 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

(iv) 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

(v) it has become unlawful for any Paying Agent, the Calculation Agent, the Issuer or other party to calculate any payments due to be made to any Noteholder using the Original Reference Rate; or

(vi) a public statement or publication of information by the supervisor of the administrator of the Original Reference Rate that the supervisor has determined that the Original Reference Rate is no longer, or as of a specified future date will no longer be, representative of its relevant underlying market; or

(vii) the Issuer determines in consultation with a bank of international standing selected by the Issuer in its sole discretion that there has taken place (or will otherwise take place, prior to the next following Interest Determination Date) a change in customary market practice in the international debt capital markets applicable generally to floating rate notes denominated in the Specified Currency (determined according to factors including, but not limited to, those in (i) to (vi) of this definition and public statements, opinions and publications of industry bodies and organisations) to refer to a base rate (the "New Reference Rate") other than the Original Reference Rate specified in the applicable Final Terms, despite the continued existence of such Original Reference Rate, when any Rate of Interest (or any component part thereof) remains to be determined by reference to the Original Reference Rate.

"FSB" means the Financial Stability Board.

"Independent Adviser" means an independent financial institution of international repute or other independent financial adviser experienced in the international debt capital markets.

"Original Reference Rate" means the originally specified reference rate (being SONIA) used to determine the Rate of Interest (or any component part thereof) for the relevant period, as specified hereon.

"Relevant Nominating Body" means, in respect of any Original Reference Rate:

(i) the central bank for the currency to which such Original Reference Rate relates, or any central bank or other supervisory authority which is responsible for supervising the administrator of such Original Reference Rate; or

(ii) any working group or committee established, approved or sponsored by, chaired or co-chaired by or constituted at the request of (a) the central bank for the currency to which such Original Reference Rate relates, (b) any central bank or other supervisory authority which is responsible for supervising the administrator of such Original Reference Rate, (c) a group of the aforementioned central banks or other supervisory authorities or (d) the FSB or any part thereof.

"Successor Reference Rate" means the rate which has been formally published, endorsed, approved, recommended or recognised as a successor or replacement to the relevant Original Reference Rate by any Relevant Nominating Body.

3. Amendment to Condition 11(a)

For the purposes of the Notes, the following paragraph shall be deemed to be included at the end of Condition 11(a):

"The consent or approval of the Noteholders and the Couponholders shall not be required in the case of amendments to the Conditions pursuant to Condition 4(c)(iv) to vary the method or basis of calculating the rate or rates or amount of interest or the basis for calculating any Interest Amount in respect of the Notes or for any other variation of these Conditions and/or the Trust Deed required to be made in the circumstances described in Condition 4(c)(iv), where the Issuer has delivered to the Trustee a certificate pursuant to Condition 4(c)(iv)(9)." "

PART 2

2030/2050 NOTES

The following amendments will be made to the Final Terms for the 2030/2050 Notes, which complete the Conditions for the 2030/2050 Notes:

1. Paragraph 16(v) of the Final Terms for the 2030/2050 Notes shall be deleted and replaced with the following:

(v) Manner in which the Rate(s) of Interest is/are to be determined:

SONIA Linked Interest, as set out in Part A of the Annex to these Final Terms

2. Paragraph 16(vii) of the Final Terms for the 2030/2050 Notes shall be deleted and replaced with the following:

(vii) Screen Rate Determination:

Not Applicable

3. The following wording shall be included as a new Paragraph 16(xiii) of the Final Terms for the 2030/2050 Notes:

(xiii) Fall back provisions relating to the method of calculating interest on Fixed to Floating Rate Notes, if different from those set out in the Conditions:

Applicable, as set out in Part B of the Annex to these Final Terms

The words "Subject to Condition 4(c)(iv)" shall be deemed to be included at the beginning of the existing Condition 4(c)(iii)(B)(x)

4. The following wording shall be included as a new Annex to the Final Terms for the 2029/2049 Notes:

" Part A

1. Amendment to Condition 4(c)(iii)

For the purpose of the Notes, the opening paragraph of Condition 4(c)(iii) shall be deleted in its entirety and replaced with the following wording:

2. Insertion of new Condition 4(c)(iii)(C)

For the purposes of the Notes, the following wording shall be deemed to be included in the Conditions as a new Condition 4(c)(iii)(C):

"(C) Rate of Interest for SONIA Linked Interest Notes

(1) Compounded Daily SONIA for the relevant Interest Accrual Period;

(2) the Reference Rate Adjustment; and

(3) the Margin,

For the purposes of this Condition 4(c)(iii)(C):

Where:

"d" means the number of calendar days in the relevant Interest Accrual Period;

"d₀" means the number of London Business Days in the relevant Interest Accrual Period;

"Interest Determination Date" means, in respect of any Interest Accrual Period, the day falling five London Business Days prior to the relevant Interest Payment Date;

"n_i" means, in relation to any London Business Day "i", the number of calendar days from and including such London Business Day "i" up to, but excluding, the following London Business Day;

"p" means five London Business Days;

"Reference Rate Adjustment" means [l][4] per cent.;

"Relevant Screen Page" means Reuters Screen SONIA page (or any replacement thereof);

(x) the Bank of England's Bank Rate (the "Bank of England Base Rate") prevailing at 5:00 p.m. (or, if earlier, close of business) on the relevant London Business Day; plus

(I) that determined as at the Interest Determination Date for the last preceding Interest Accrual Period; or

(II) if there is no such preceding Interest Determination Date, the sum of (A) 5.145 per cent. per annum and (B) 1.00 per cent. per annum, with such sum being converted from a semi-annual to a quarterly basis by the Calculation Agent (or such other party responsible for the calculation of the Rate of Interest, as specified in the applicable Final Terms) in accordance with the instructions of the Issuer, rounded to the nearest 0.001 per cent., with 0.0005 per cent. being rounded upwards (which instructions from the Issuer shall (in the absence of manifest error) be final and binding upon all parties).

Part B

1. Insertion of new Condition 4(c)(iv)

For the purposes of the Notes, the following wording shall be deemed to be included in the Conditions as a new Condition 4(c)(iv):

"(iv) Benchmark Discontinuation

(5) If the Issuer is unable to appoint an Independent Adviser, or the Independent Adviser appointed by the Issuer in accordance with paragraph (1) of this Condition 4(c)(iv) fails to determine a Successor Reference Rate or an Alternative Reference Rate prior to the relevant IA Determination Cut-off Date, and subsequently the Issuer fails to determine a Successor Reference Rate or an Alternative Reference Rate and, in each case, an Adjustment Spread (if any) and/or any Benchmark Amendments in accordance with paragraph (4) of this Condition 4(c)(iv) prior to the Issuer Determination Cut-off Date, the Rate of Interest applicable to the next succeeding Interest Period shall be equal to the Rate of Interest determined as at the Interest Determination Date for the last preceding Interest Period or, in the case of the first Interest Determination Date, the Rate of Interest shall be the sum of (A) 5.145 per cent. per annum and (B) 1.00 per cent. per annum, with such sum being converted from a semi-annual to a quarterly basis by the Calculation Agent (or such other party responsible for the calculation of the Rate of Interest, as specified in the applicable Final Terms) in accordance with the instructions of the Issuer, rounded to the nearest 0.001 per cent., with 0.0005 per cent. being rounded upwards (which instructions from the Issuer shall (in the absence of manifest error) be final and binding upon all parties). This paragraph shall apply to the relevant Interest Period only. Any subsequent Interest Period(s) shall be subject to the subsequent operation of, and to adjustment as provided in, this Condition 4(c)(iv).

(6) If the relevant Independent Adviser or the Issuer (as applicable) determines that an Adjustment Spread is required to be applied to the Successor Reference Rate or Alternative Reference Rate (as applicable) and determines the quantum of, or a formula or methodology for determining, such Adjustment Spread, then such Adjustment Spread shall be applied to such Successor Reference Rate or Alternative Reference Rate (as applicable). For the avoidance of doubt, if the relevant Independent Adviser or the Issuer (as applicable) is unable to (i) determine whether an Adjustment Spread is required or (ii) calculate such Adjustment Spread, then the Rate of Interest applicable to the next succeeding Interest Period shall be equal to the Rate of Interest determined as at the Interest Determination Date for the last preceding Interest Period or, in the case of the first Interest Determination Date, the Rate of Interest shall be the sum of (A) 5.145 per cent. per annum and (B) 1.00 per cent. per annum, with such sum being converted from a semi-annual to a quarterly basis by the Calculation Agent (or such other party responsible for the calculation of the Rate of Interest, as specified in the applicable Final Terms) in accordance with the instructions of the Issuer, rounded to the nearest 0.001 per cent., with 0.0005 per cent. being rounded upwards (which instructions from the Issuer shall (in the absence of manifest error) be final and binding upon all parties).

2. Amendment to Condition 4(h)

For the purposes of the Notes, the following additional definitions shall be deemed to be included in alphabetical order in Condition 4(h):

"Benchmark Event" means:

(i) the Original Reference Rate ceasing to be published for a period of at least 5 Business Days or ceasing to exist; or

(iii) 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

(v) it has become unlawful for any Paying Agent, the Calculation Agent, the Issuer or other party to calculate any payments due to be made to any Noteholder using the Original Reference Rate; or

"FSB" means the Financial Stability Board.

"Independent Adviser" means an independent financial institution of international repute or other independent financial adviser experienced in the international debt capital markets.

"Relevant Nominating Body" means, in respect of any Original Reference Rate:

3. Amendment to Condition 11(a)

For the purposes of the Notes, the following paragraph shall be deemed to be included at the end of Condition 11(a):

PART 3

2038/2058 NOTES

The following amendments will be made to the Final Terms for the first tranche of the 2038/2058 Notes (the Tranche 1 2038/2058 Notes) and/or to the Final Terms for the second tranche of the 2038/2058 Notes (the Tranche 2 2038/2058 Notes), as indicated below, which Final Terms complete the Conditions for the 2038/2058 Notes:

1. Paragraph 9 of the Final Terms for the 2038/2058 Notes shall be deleted and replaced with the following:

(a) In the case of the Final Terms for the Tranche 1 2038/2058 Notes:

Interest Basis:

In respect of the period from and including the Issue Date, to but excluding the Interest Payment Date in May 2038 (the "First Call Date"), 6.875 per cent. per annum and thereafter, from and including the First Call Date, to but excluding the Maturity Date, the aggregate of (a) Compounded Daily SONIA for the relevant Interest Accrual Period, (b) [l] per cent.[5] and (c) 3.26 per cent. per annum

(b) In the case of the Final Terms for the Tranche 2 2038/2058 Notes:

Interest Basis:

In respect of the period from and including 20 May 2008, to but excluding the Interest Payment Date in May 2038 (the "First Call Date"), 6.875 per cent. per annum and thereafter, from and including the First Call Date, to but excluding the Maturity Date, the aggregate of (a) Compounded Daily SONIA for the relevant Interest Accrual Period, (b) [l] per cent.[6] and (c) 3.26 per cent. per annum

2. Paragraph 16(v) of the Final Terms for the 2038/2058 Notes shall be deleted and replaced with the following:

(a) In the case of the Final Terms for the Tranche 1 2038/2058 Notes:

(v) Manner in which the Rate(s) of Interest is/are to be determined:

SONIA Linked Interest, as set out in Part 1 of Annex C to these Final Terms

(b) In the case of the Final Terms for the Tranche 2 2038/2058 Notes:

(v) Manner in which the Rate(s) of Interest is/are to be determined:

SONIA Linked Interest, as set out in Part 1 of Annex B to these Final Terms

3. Paragraph 16(vii) of the Final Terms for the Tranche 1 2038/2058 Notes and Paragraph 16(vii) of the Final Terms for the Tranche 2 2038/2058 Notes shall be deleted and replaced with the following:

(vii) Screen Rate Determination:

Not Applicable

4. Paragraph 16(xiii) of the Final Terms for the 2038/2058 Notes shall be deleted and replaced with the following:

(a) In the case of the Final Terms for the Tranche 1 2038/2058 Notes:

(xiii) Fall back provisions, rounding provisions, denominator and any other terms relating to the method of calculating interest on Floating Rate Notes, if different from those set out in the Conditions:

Applicable, as set out in Part 2 of Annex C to these Final Terms

The words "Subject to Condition 4(b)(iv)" shall be deemed to be included at the beginning of the existing Condition 4(b)(iii)(B)(x)

(b) In the case of the Final Terms for the Tranche 2 2038/2058 Notes:

Applicable, as set out in Part 2 of Annex B to these Final Terms

The words "Subject to Condition 4(b)(iv)" shall be deemed to be included at the beginning of the existing Condition 4(b)(iii)(B)(x)

5. The following wording shall be included as a new Annex C to the Final Terms for the Tranche 1 2038/2058 Notes and as a new Annex B to the Final Terms for the Tranche 2 2038/2058 Notes:

" Part 1

1. Amendment to Condition 4(b)(iii)

For the purpose of the Notes, the opening paragraph of Condition 4(b)(iii) shall be deleted in its entirety and replaced with the following wording:

"The Rate of Interest in respect of Floating Rate Notes for each Interest Accrual Period shall be determined in the manner specified hereon and the provisions below relating to ISDA Determination, Screen Rate Determination or Rate of Interest for SONIA Linked Interest Notes shall apply, depending upon which is specified hereon."

2. Insertion of new Condition 4(b)(iii)(C)

For the purposes of the Notes, the following wording shall be deemed to be included in the Conditions as a new Condition 4(b)(iii)(C):

"(C) Rate of Interest for SONIA Linked Interest Notes

Where SONIA Linked Interest is specified hereon as the manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest Accrual Period beginning on or after the First Call Date will, subject to the provisions of Condition 4(b)(iv), and as provided below, be the aggregate of:

(1) Compounded Daily SONIA for the relevant Interest Accrual Period;

(2) the Reference Rate Adjustment; and

(3) the Margin,

For the purposes of this Condition 4(b)(iii)(C):

Where:

"d" means the number of calendar days in the relevant Interest Accrual Period;

"d₀" means the number of London Business Days in the relevant Interest Accrual Period;

"Interest Determination Date" means, in respect of any Interest Accrual Period, the day falling five London Business Days prior to the relevant Interest Payment Date;

"n_i" means, in relation to any London Business Day "i", the number of calendar days from and including such London Business Day "i" up to, but excluding, the following London Business Day;

"Observation Period" means, in respect of the relevant Interest Accrual Period, the period from, and including, the date falling "p" London Business Days prior to the first day of the relevant Interest Accrual Period (and the first Interest Accrual Period shall begin on and include the First Call Date) and ending on, but excluding, the date falling "p" London Business Days prior to the Interest Payment Date for such Interest Accrual Period (or the date falling "p" London Business Days prior to such earlier date, if any, on which the Notes become due and payable);

"p" means five London Business Days;

"Reference Rate Adjustment" means [l][7] per cent.;

"Relevant Screen Page" means Reuters Screen SONIA page (or any replacement thereof);

Subject to the provisions of Condition 4(b)(iv), if, in respect of any London Business Day in the relevant Observation Period, the Calculation Agent (or such other party responsible for the calculation of the Rate of Interest, as specified in the Final Terms) determines that the SONIA reference rate is not available on the Relevant Screen Page or has not otherwise been published by the relevant authorised distributors, such SONIA reference rate shall be:

(x) the Bank of England's Bank Rate (the "Bank of England Base Rate") prevailing at 5:00 p.m. (or, if earlier, close of business) on the relevant London Business Day; plus

Subject to the provisions of Condition 4(b)(iv), if the Rate of Interest cannot be determined in accordance with paragraphs (x) and (y) by the Calculation Agent (or such other party responsible for the calculation of the Rate of Interest, as specified in the Final Terms), the Rate of Interest shall be:

(I) that determined as at the Interest Determination Date for the last preceding Interest Accrual Period; or

(II) if there is no such preceding Interest Determination Date, the sum of (A) 6.952 per cent. per annum and (B) 1.00 per cent. per annum, with such sum being converted from a semi-annual to a quarterly basis by the Calculation Agent (or such other party responsible for the calculation of the Rate of Interest, as specified in the applicable Final Terms) in accordance with the instructions of the Issuer, rounded to the nearest 0.001 per cent., with 0.0005 per cent. being rounded upwards (which instructions from the Issuer shall (in the absence of manifest error) be final and binding upon all parties).

If the Notes become due and payable in accordance with Condition 10, the final Interest Determination Date shall, notwithstanding any Interest Determination Date specified in the Final Terms or in this Condition 4(b)(iii)(C), be deemed to be the date on which such Notes become due and payable and the Rate of Interest on the Notes shall, for so long as any of the Notes remain outstanding, be determined on such date and as if (solely for the purpose of such interest determination) the relevant Interest Accrual Period had been shortened accordingly."

Part 2

1. Insertion of new Condition 4(b)(iv)

For the purposes of the Notes, the following wording shall be deemed to be included in the Conditions as a new Condition 4(b)(iv):

"(iv) Benchmark Discontinuation

(2) An Independent Adviser appointed pursuant to this Condition 4(b)(iv) shall act in good faith and in a commercially reasonable manner as an expert. 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 4(b)(iv).

(4) If the Issuer is unable to appoint an Independent Adviser, or the Independent Adviser appointed by the Issuer in accordance with paragraph (1) of this Condition 4(b)(iv) fails to determine a Successor Reference Rate or an Alternative Reference Rate and, in each case, an Adjustment Spread (if any) prior to the relevant IA Determination Cut-off Date, then the Issuer (acting in good faith and in a commercially reasonable manner), no later than three Business Days prior to the Interest Determination Date relating to the next Interest Period (the "Issuer Determination Cut-off Date"), may determine a Successor Reference Rate or, if the Issuer fails so to determine a Successor Reference Rate, an Alternative Reference Rate (as applicable) and, in each case, an Adjustment Spread (if any) and/or any Benchmark Amendments (with the relevant provisions in this Condition 4(b)(iv) applying mutatis mutandis to allow such determination to be made by the Issuer without consultation with an Independent Adviser) (in any such case, acting in good faith and in a commercially reasonable manner) for the purposes of determining the Rate of Interest (or the relevant component part thereof) for all relevant future payments of interest on the Notes (subject to the subsequent further operation of this Condition 4(b)(iv)).

(5) If the Issuer is unable to appoint an Independent Adviser, or the Independent Adviser appointed by the Issuer in accordance with paragraph (1) of this Condition 4(b)(iv) fails to determine a Successor Reference Rate or an Alternative Reference Rate prior to the relevant IA Determination Cut-off Date, and subsequently the Issuer fails to determine a Successor Reference Rate or an Alternative Reference Rate and, in each case, an Adjustment Spread (if any) and/or any Benchmark Amendments in accordance with paragraph (4) of this Condition 4(b)(iv) prior to the Issuer Determination Cut-off Date, the Rate of Interest applicable to the next succeeding Interest Period shall be equal to the Rate of Interest determined as at the Interest Determination Date for the last preceding Interest Period or, in the case of the first Interest Determination Date, the Rate of Interest shall be the sum of (A) 6.952 per cent. per annum and (B) 1.00 per cent. per annum, with such sum being converted from a semi-annual to a quarterly basis by the Calculation Agent (or such other party responsible for the calculation of the Rate of Interest, as specified in the applicable Final Terms) in accordance with the instructions of the Issuer, rounded to the nearest 0.001 per cent., with 0.0005 per cent. being rounded upwards (which instructions from the Issuer shall (in the absence of manifest error) be final and binding upon all parties). This paragraph shall apply to the relevant Interest Period only. Any subsequent Interest Period(s) shall be subject to the subsequent operation of, and to adjustment as provided in, this Condition 4(b)(iv).

(6) If the relevant Independent Adviser or the Issuer (as applicable) determines that an Adjustment Spread is required to be applied to the Successor Reference Rate or Alternative Reference Rate (as applicable) and determines the quantum of, or a formula or methodology for determining, such Adjustment Spread, then such Adjustment Spread shall be applied to such Successor Reference Rate or Alternative Reference Rate (as applicable). For the avoidance of doubt, if the relevant Independent Adviser or the Issuer (as applicable) is unable to (i) determine whether an Adjustment Spread is required or (ii) calculate such Adjustment Spread, then the Rate of Interest applicable to the next succeeding Interest Period shall be equal to the Rate of Interest determined as at the Interest Determination Date for the last preceding Interest Period or, in the case of the first Interest Determination Date, the Rate of Interest shall be the sum of (A) 6.952 per cent. per annum and (B) 1.00 per cent. per annum, with such sum being converted from a semi-annual to a quarterly basis by the Calculation Agent (or such other party responsible for the calculation of the Rate of Interest, as specified in the applicable Final Terms) in accordance with the instructions of the Issuer, rounded to the nearest 0.001 per cent., with 0.0005 per cent. being rounded upwards (which instructions from the Issuer shall (in the absence of manifest error) be final and binding upon all parties).

(8) Promptly following the determination of any Successor Reference Rate or Alternative Reference Rate (as applicable) as described in this Condition 4(b)(iv), the Issuer shall give notice thereof and of any Adjustment Spread (and the effective date(s) thereof) pursuant to this Condition 4(b)(iv) to the Trustee, the Issuing and Paying Agent, the Calculation Agent and the Noteholders. Such notice shall be irrevocable and shall specify the effective date of the Benchmark Amendments, if any.

(9) The Trustee and the Issuing and Paying Agent shall, at the direction and expense of the Issuer, be obliged to effect such waivers and consequential amendments to the Trust Deed, the Agency Agreement, these Conditions and any other document as may be required to give effect to any application of this Condition 4(b)(iv) (such amendments, the "Benchmark Amendments"), including, but not limited to:

Prior to any such waivers and/or consequential amendments taking effect, the Issuer shall provide a certificate signed by two Directors or other Authorised Signatories (as defined in the Trust Deed) of the Issuer to the Trustee and the Issuing and Paying Agent (i) confirming that a Benchmark Event has occurred and (ii) that such waivers and/or Benchmark Amendments are required to give effect to any application of this Condition 4(b)(iv) and the Trustee and the Issuing and Paying Agent shall be entitled to rely on such certificate without further enquiry or liability to any person. For the avoidance of doubt, the Trustee shall not be liable to the Noteholders or any other person for so acting or relying, irrespective of whether any such modification is or may be materially prejudicial to the interests of any such person. Such changes shall apply to all future payments of interest on the Notes (subject to the subsequent further operation of this Condition 4(b)(iv)).

No consent of the Noteholders shall be required in connection with effecting the relevant Successor Reference Rate or Alternative Reference Rate as described in this Condition 4(b)(iv) or such other relevant adjustments pursuant to this Condition 4(b)(iv), or any Adjustment Spread, including for the execution of, or amendment to, any documents (including, inter alia, by the execution of a deed supplemental to or amending the Trust Deed) or the taking of other steps by the Issuer or any of the parties to the Trust Deed and/or the Agency Agreement (if required).

Notwithstanding any other provision of this Condition 4(b)(iv) no Successor Reference Rate or Alternative Reference Rate will be adopted, nor will the applicable Adjustment Spread be applied, nor will any Benchmark Amendments be made if and to the extent that, in the sole determination of the Issuer, the same could reasonably be expected to prejudice the qualification of the Notes as Tier 2 Capital of the Issuer or of the Group, eligible liabilities or loss absorbing capacity instruments for the purposes of the Relevant Rules.

Notwithstanding any other provision of this Condition 4(b)(iv), no Successor Rate or Alternative Rate will be adopted, nor will the applicable Adjustment Spread be applied, nor will any Benchmark Amendments be made, if and to the extent that, in the determination of the Issuer, the same could reasonably be expected to cause a Capital Disqualification Event or a Rating Methodology Event to occur."

2. Amendment to Condition 4(g)

For the purposes of the Notes, the following additional definitions shall be deemed to be included in alphabetical order in Condition 4(g):

"Alternative Reference Rate" means an alternative benchmark or screen rate which the relevant Independent Adviser or the Issuer (as applicable) determines in accordance with Condition 4(b)(iv) is customarily applied in the international debt capital markets for the purposes of determining floating rates of interest in respect of notes denominated in the Specified Currency and of a comparable duration to the relevant Interest Period, and which, in the circumstances contemplated in limb (vii) of the definition of Benchmark Event shall be deemed to be the New Reference Rate.

"Benchmark Event" means:

(i) the Original Reference Rate ceasing to be published for a period of at least 5 Business Days or ceasing to exist; or

(iii) 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

(v) it has become unlawful for any Paying Agent, the Calculation Agent, the Issuer or other party to calculate any payments due to be made to any Noteholder using the Original Reference Rate; or

"FSB" means the Financial Stability Board.

"Independent Adviser" means an independent financial institution of international repute or other independent financial adviser experienced in the international debt capital markets.

"Relevant Nominating Body" means, in respect of any Original Reference Rate:

3. Amendment to Condition 11(a)

For the purposes of the Notes, the following paragraph shall be deemed to be included at the end of Condition 11(a):

"The consent or approval of the Noteholders and the Couponholders shall not be required in the case of amendments to the Conditions pursuant to Condition 4(b)(iv) to vary the method or basis of calculating the rate or rates or amount of interest or the basis for calculating any Interest Amount in respect of the Notes or for any other variation of these Conditions and/or the Trust Deed required to be made in the circumstances described in Condition 4(b)(iv), where the Issuer has delivered to the Trustee a certificate pursuant to Condition 4(b)(iv)(9)." "

[1] Source: http://assets.isda.org/media/04d213b6/db0b0fd7-pdf/

[2] Source: https://www.bankofengland.co.uk/-/media/boe/files/markets/benchmarks/summary-of-responses-on-consultation-credit-adjustment.pdf

[3] To be determined in the manner described in this Notice of Noteholder Meetings and inserted into the relevant Amended and Restated Final Terms prior to execution.

[4] To be determined in the manner described in this Notice of Noteholder Meetings and inserted into the relevant Amended and Restated Final Terms prior to execution.

[5] Reference Rate Adjustment. To be determined in the manner described in this Notice of Noteholder Meetings and inserted into the relevant Amended and Restated Final Terms prior to execution.

[6] Reference Rate Adjustment. To be determined in the manner described in this Notice of Noteholder Meetings and inserted into the relevant Amended and Restated Final Terms prior to execution.

[7] To be determined in the manner described in this Notice of Noteholder Meetings and inserted into the relevant Amended and Restated Final Terms prior to execution.

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