Notice of Meeting and Extraordinary Resolution

Natwest Markets PLC

11 October 2023

 

NOTICE OF MEETING AND EXTRAORDINARY RESOLUTION

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS.  IF ANY NOTEHOLDER IS IN ANY DOUBT AS TO THE ACTION IT SHOULD TAKE OR IS UNSURE OF THE IMPACT OF THE IMPLEMENTATION OF THE EXTRAORDINARY RESOLUTION TO BE PROPOSED AT THE MEETING, IT SHOULD SEEK ITS OWN FINANCIAL AND LEGAL ADVICE, INCLUDING AS TO ANY TAX CONSEQUENCES, IMMEDIATELY FROM ITS STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL OR LEGAL ADVISER.

NatWest Markets Plc

Legal Entity Identifier (LEI): RR3QWICWWIPCS8A4S074

(Incorporated in Scotland with limited liability under the
Companies Acts 1948 to 1980, registered number SC090312)

NOTICE OF HOLDER MEETING

to all of the holders of the outstanding securities listed in the table below

ISIN	Description
XS0311807241	£150,000,000 TelSec Credit-Linked Notes due 2033 (the "Notes")

 (the "Notes")

of the Issuer presently outstanding

NOTICE IS HEREBY GIVEN that a meeting (the "Meeting") of the holders of the Notes (the "Noteholders") convened by the Issuer will be held via teleconference (using a video enabled platform) at 10.00 hours London time  on 2 November 2023 for the purpose of considering and, if thought fit, passing the following resolution which will, in respect of the Notes, be proposed as an Extraordinary Resolution in accordance with the provisions of the trust deed dated 12 November 2002, as modified, supplemented and/or restated 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 the Noteholders, and constituting the Notes.  Capitalised terms used but not defined in this Notice have the meanings given to them in the Trust Deed or the terms and conditions of the Notes (the "Conditions").

In light of the efficiencies in holding the Meeting virtually rather than at a physical location and in accordance with the provisions of the Trust Deed further regulations regarding the holding of the Meeting will be prescribed providing that the Meeting (and any adjourned Meeting) will be held via teleconference (using a video enabled platform). Accordingly, the Meeting (and any adjourned Meeting) will not be convened at a physical location. In such circumstances, those Noteholders who have indicated that they wish to attend the Meeting will be provided with further details about attending the Meeting (and any adjourned Meeting) via teleconference (using a video enabled platform).

The period for voting in relation to the Extraordinary Resolution will expire at 4.00 p.m. (London time) on 30 October 2023 (such time and date, the "Expiration Deadline"). The deadlines set by any intermediary or Euroclear Bank SA/NV or Clearstream Banking, S.A. (each, a "Clearing System") will be earlier than the deadlines set out in this document. Noteholders who do not deliver a valid electronic voting instruction to the relevant Clearing System (a "Consent Instruction"), but who wish to participate in, or otherwise be represented at, the Meeting other than by way of submission of a valid Consent Instruction must make the necessary arrangements by the Expiration Deadline.

No consent fee will be payable in connection with the Meeting.

EXTRAORDINARY RESOLUTION IN RESPECT OF THE £150,000,000 TELSEC CREDIT-LINKED NOTES DUE 2033

"THAT this meeting of the holders of the outstanding £150,000,000 TelSec Credit-Linked Notes due 2033 (ISIN: XS0311807241) of NatWest Markets Plc (the "Notes" and the "Issuer" respectively) constituted by the trust deed dated 12 November 2002, as modified, supplemented and/or restated 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 the holders of the Notes (the "Noteholders"), hereby:

1.        assents to the modification of the terms and conditions of the Notes as set out in Schedule 1 to the Trust Deed (the "Conditions") as any of the same may from time to time be modified or amended and restated in accordance with the Trust Deed, to provide for the replacement of LIBOR with SONIA as the reference rate for calculating interest in respect of the Notes and certain other related amendments (including to add benchmark fallback provisions);

2.        sanctions every abrogation, modification or compromise of, 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, involved in or resulting from or to be effected by, the modifications referred to in paragraphs ‎1 and 2 of this Extraordinary Resolution and their implementation;

3.        authorises, directs, requests, empowers and instructs the Trustee to:

(i)            concur in the modifications referred to in paragraph ‎1 of this Extraordinary Resolution and, in order to give effect to and implement such modifications, on or shortly after the passing of this Extraordinary Resolution, to execute a supplemental trust deed (the "Supplemental Trust Deed") in the form of the draft produced to this meeting and signed by the chairman of the meeting for the purpose of identification, with such amendments (if any) as may be requested by the Issuer and approved by the Trustee, in its sole and absolute discretion, or required by the Trustee in order to give effect to this Extraordinary Resolution; and

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

4.        discharges and exonerates the Trustee from any and all liability for which it may have become or may become responsible under the Trust Deed or the Notes in respect of any act or omission in connection with this Extraordinary Resolution or its implementation (including but not limited to the execution by the Trustee and the Issuer of the Supplemental Trust Deed for the purpose of implementing this Extraordinary Resolution);

5.        irrevocably waives any claim that we may have against the Trustee arising as a result of any loss or damage which we 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 we further confirm that we will not seek to hold the Trustee liable for any such loss or damage;

6.        agrees and undertakes fully and effectively to indemnify and hold harmless the Trustee from and against all liability which may be suffered or incurred by the Trustee as a result of any claims, actions, demands or proceedings brought or established (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 this Extraordinary Resolution;

7.        approves that the Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into, the power and capacity of any person to enter into the Supplemental Trust Deed, or the due execution and delivery thereof by any party thereto or the validity or enforceability thereof and that it shall not be liable to any Noteholder for any consequences resulting from following this instruction; and

8.        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 of Meeting, as applicable."

Background

The Issuer has convened the Meeting for the purpose of enabling Noteholders to consider and resolve, if they think fit, to pass the Extraordinary Resolution proposed in relation to the Notes.

The Notes are linked to GBP LIBOR which is no longer published on a representative basis.

The purpose of the Meeting is to modify the Conditions of the Notes (as set out in the Trust Deed) in order to replace GBP LIBOR with Compounded Daily Sonia as the Reference Rate for the calculation of interest (the "Proposal") and to authorise the Trustee to agree to such modifications as set out in the Annex to this Notice.

The Trustee has not been involved in the formulation of the Extraordinary Resolution and the Trustee expresses no opinion on the merits of the Extraordinary Resolution or on whether Noteholders would be acting in their best interests in approving the Extraordinary Resolution, and nothing in this Notice should be construed as a recommendation to Noteholders from the Trustee to vote in favour of, or against, the Extraordinary Resolution. Noteholders should take their own independent financial and legal advice on the merits and on the consequences of voting in favour of, or against, the Extraordinary Resolution, including as to any tax consequences.  The Trustee has not reviewed, nor will it be reviewing, any documents relating to the Meeting, except those to which it will be a party and this Notice. On the basis of the information set out in this Notice, the Trustee has authorised it to be stated that the Trustee has no objection to the Extraordinary Resolution being put to Noteholders for their consideration.

Any questions or requests for assistance in connection with the delivery of Electronic Voting Instructions, or inspection of copies of any related documents, from the date of this Notice up to the time of the Meeting, may be directed to The Bank of New York Mellon, London Branch (the "Tabulation Agent"), whose contact details are provided at the bottom of this Notice.

None of the Issuer, the Tabulation Agent, the Trustee (or, in each case, any of their respective agents, affiliates, directors, members, employees or representatives) expresses any opinion on the merits of, or makes any representation or recommendation whatsoever regarding the Extraordinary Resolution or the Proposal (or the impact thereof on particular Noteholders) or makes any recommendation whether Noteholders should participate in the Meeting.

General

Copies of (i) the Trust Deed, (ii) the relevant Pricing Supplement for the Notes (iii) this Notice; and (iv) the current draft of the Supplemental Trust Deed as referred to in paragraph ‎3 of the Extraordinary Resolution, are also available for inspection (in electronic form) by Noteholders on and from the date of this Notice up to and including the date of the Meeting from the Tabulation Agent and the Paying Agent during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) up to and including the date of the Meeting and at the Meeting.  Any revised version of the draft Supplemental Trust Deed made available as described above and marked to indicate changes to the draft made available on the date of this Notice will supersede the previous draft of the Supplemental Trust Deed and Noteholders will be deemed to have notice of any such changes.

The attention of Noteholders is particularly drawn to the procedures for voting, quorum and other requirements for the passing of the Extraordinary Resolution at the Meeting or any meeting held following any adjournment of the Meeting, which are set out in paragraph 2 of "Voting and Quorum" below.  Having regard to such requirements, Noteholders are strongly urged either to attend the Meeting or to take steps to be represented at the Meeting (including by way of submitting Consent Instructions) as soon as possible.

Voting and Quorum

1.        The provisions governing the convening and holding of a meeting of the Noteholders are set out in Schedule 3 to the Trust Deed, a copy of which is available for inspection by the Noteholders as referred to above.

Each person (a "beneficial owner") who is the owner of a particular aggregate principal amount of the Notes through Euroclear, Clearstream, Luxembourg or a person who is shown in the records of Euroclear or Clearstream, Luxembourg as a holder of the Notes (a "Direct Participant"), should note that a beneficial owner will only be entitled to attend and vote at the 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.

A person attending the Meeting virtually via teleconference (using a video enabled platform) shall be deemed to be present in person at the Meeting, and all such references in this Notice shall be construed accordingly.

A Noteholder who wishes to attend and vote at the Meeting and any adjourned Meeting in person must produce at the Meeting a valid voting certificate or certificates issued by a Paying Agent.

A Noteholder may obtain a voting certificate in respect of its Notes from a Paying Agent by arranging for its Notes to be blocked in an account with Euroclear or Clearstream, Luxembourg (unless the Note is the subject of a block voting instruction which has been issued and is outstanding in respect of the Meeting or any adjourned Meeting) not less than 48 hours before the time fixed for the Meeting (or, if applicable, any adjourned Meeting) and within the relevant time limit specified by Euroclear or Clearstream, Luxembourg, as the case may be, upon terms that the Notes will not cease to be so blocked until the first to occur of the conclusion of the Meeting or any adjourned Meeting and the surrender of the voting certificate to the Paying Agent and notification by the Paying Agent to Euroclear or Clearstream, Luxembourg, as the case may be, of such surrender or the compliance in such other manner with the rules of Euroclear or Clearstream, Luxembourg, as the case may be.  For the purposes of this Notice, 48 hours shall mean a period of 48 hours including all or part of two days upon which banks are open for business in London and such period shall be extended by one or, to the extent necessary, more periods of 24 hours until there is included as aforesaid all or part of two days upon which banks are open for business as aforesaid.

A Noteholder not wishing to attend and vote at the Meeting in person may either deliver the voting certificate(s) to the person whom it wishes to attend on its behalf or give a voting instruction (in the form of an electronic voting instruction (an "Electronic Voting Instruction") in accordance with the standard procedures of Euroclear and/or Clearstream, Luxembourg) to, and require the Paying Agent to, include the votes attributable to its Notes in a block voting instruction issued by the Paying Agent for the Meeting or any adjourned Meeting, in which case the Paying Agent shall appoint a proxy to attend and vote at Meeting in accordance with such Noteholder's instructions.

If a Noteholder wishes the votes attributable to its Notes to be included in a block voting instruction for the Meeting or any adjourned Meeting, then (i) the Noteholder must arrange for its Notes to be blocked in an account with Euroclear or Clearstream, Luxembourg for that purpose and (ii) the Noteholder or a duly authorised person on its behalf must direct the Paying Agent as to how those votes are to be cast by way of an Electronic Voting Instruction, not less than 48 hours before the time fixed for the Meeting (or, if applicable, any adjourned Meeting) and within the time limit specified by Euroclear or Clearstream, Luxembourg, as the case may be, upon terms that the Notes will not cease to be so blocked until the first to occur of (i) the conclusion of the Meeting or any adjourned Meeting and (ii) not less than 48 hours before the time for which the Meeting is convened, the notification in writing of any revocation of a Noteholder's previous instructions to the Paying Agent and the same then being notified in writing by the Paying Agent to the Issuer and the Trustee at least 24 hours before the time appointed for holding the Meeting and such Notes ceasing in accordance with the procedures of Euroclear or Clearstream, Luxembourg, as the case may be, and with the agreement of the Agent to be held to its order or under its control, and that such instruction is, during the period commencing 48 hours prior to the time for which the Meeting or any adjourned Meeting is convened and within the time limit specified by Euroclear or Clearstream, Luxembourg, as the case may be, and ending at the conclusion or adjournment thereof, neither revocable nor capable of amendment.

Any Electronic Voting Instructions given may not be revoked during the period starting 48 hours before the time fixed for the Meeting and within the time limit specified by Euroclear or Clearstream, Luxembourg, as the case may be, and ending at the close of the Meeting.

For the above purposes, instructions given by Direct Participants to the Tabulation Agent through Euroclear or Clearstream, Luxembourg will be deemed to be instructions given to the Paying Agent.

Noteholders who have not submitted or delivered or arranged for the submission or delivery of an Electronic Voting Instruction as provided above but who wish to attend and vote at the Meeting may do so in accordance with the procedures set out above. Those Noteholders who have indicated that they wish to attend the Meeting will be provided with further details about attending the teleconference.

2.        The quorum required for the Extraordinary Resolution to be considered at the Meeting is two or more persons present and holding or representing in the aggregate a two-thirds of the aggregate principal amount of the Notes for the time being outstanding.

In the event such quorum is not present within 30 minutes from the time initially fixed for the Meeting, the Meeting shall be adjourned until such date, not less than 28 nor more than 42 days later, and place as may be appointed by the chairman of the Meeting and approved by the Trustee.  At any such adjourned Meeting two or more persons present and holding or representing in the aggregate one-third  of the aggregate principal amount of the Notes for the time being outstanding will form a quorum.

Voting certificates obtained and Electronic Voting Instructions given in respect of the Meeting (unless revoked in accordance with the terms of the Trust Deed and, in the case of Electronic Voting Instructions, in accordance with the procedures of the Euroclear or Clearstream, Luxembourg, as the case may be) shall remain valid for any adjourned Meeting.

Noteholders should note these quorum requirements and should be aware that, if the Noteholders either present or appropriately represented at the Meeting are insufficient to form a quorum for the Extraordinary Resolution, the Extraordinary Resolution cannot be formally considered at the Meeting.  Noteholders are therefore encouraged either to attend the Meeting virtually or to arrange to be represented at the Meeting as soon as possible.

3.        Every question submitted to the Meeting shall be decided in the first instance by a show of hands and in case of equality of votes the chairman of the Meeting shall both on a show of hands and on a poll have a casting vote in addition to the vote or votes (if any) to which he may be entitled as a holder of a voting certificate or as a proxy.

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 any person present holding or representing in the aggregate not less than one-fiftieth of the aggregate principal amount of the Notes then outstanding, a declaration by the chairman of the Meeting that a resolution has been carried or carried by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour or against such resolution.

On a show of hands every person who is present virtually and produces a voting certificate or is a proxy or representative shall have one vote.  On a poll every such person shall have one vote in respect of each £1.00 in aggregate principal amount of the Notes represented by the voting certificate so produced or in respect of which he or she is a proxy or representative.

4.        To be passed at the Meeting, the Extraordinary Resolution requires a majority consisting of not less than three-quarters of the votes cast in respect of the Extraordinary Resolution. If passed, the Extraordinary Resolution shall be binding on all Noteholders, whether or not present at the Meeting at which it is passed and whether or not voting.

Any questions or requests for assistance in connection with the delivery of Electronic Voting Instructions, or inspection of copies of any related documents, from the date of this Notice up to the time of the Meeting, may be directed to The Bank of New York Mellon, London Branch (the "Tabulation Agent"), whose contact details are provided at the bottom of this Notice.

Timetable

This is an indicative timetable showing one possible outcome for the timing of the Meeting based on the date of this Notice and assuming that no Meeting is adjourned.  This timetable is subject to change and dates and times may be extended or amended by the Issuer.  Accordingly, the actual timetable may differ significantly from the timetable below.

Date	Action
11 October 2023	Notice of Meeting published through the Regulatory News Service provided by the London Stock Exchange plc and delivered to Clearing Systems for communication to Direct Participants.
	From this date, the relevant Noteholders may arrange for the relevant Notes held by Clearstream, Luxembourg and/or Euroclear in their accounts to be blocked in such accounts and held to the order and under the control of the Paying Agent in order to obtain voting certificates or give valid Consent Instructions, to the Tabulation Agent.
4.00 p.m., London time, 30 October 2023 (at least 48 hours before the Meeting)	Expiration Deadline Deadline for receipt by the Tabulation Agent of all valid Consent Instructions in order for Noteholders to be able to participate in the Meeting.
	Deadline for making any other arrangements to attend or be represented at the Meeting.
10.00 a.m., London time, 2 November 2023	Meeting Meeting in respect of the Notes to be held via teleconference.
As soon as reasonably practicable after the Meeting	Announcement of the results of the Meeting Announcement of the results of the Meeting. Such announcement to be published through the Regulatory News Service provided by the London Stock Exchange plc and delivered to Clearing Systems for communication to Direct Participants.
As soon as reasonably practicable after the Meeting	Implementation Date If the Extraordinary Resolution, the Supplemental Trust Deed as suitably modified to reflect the Extraordinary Resolution and to effect the relevant changes, is expected to be executed.

This Notice is given by NatWest Markets Plc.

Noteholders should contact the following for further information:

The Issuer

NatWest Markets Plc

250 Bishopsgate

London, EC2M 4AA

United Kingdom

Email: [e-mail]

The Tabulation Agent

The Bank of New York Mellon, London Branch

160 Queen Victoria Street

London EC4V 4LA

United Kingdom

Attention: Debt Restructuring Services

Tel:    [phone]

Email:         [e-mail]

Dated: 11 October 2023

ANNEX

1.1       The Conditions of the Notes shall be amended in the manner set out herein and in the Amended and Restated Final Terms as set out in the Annex to the Supplemental Trust Deed dated 2 November 2023.

1.2       Condition 3 of the Conditions of the Notes set out in the Subsisting Trust Deed shall be modified as follows:

1.2.1       Condition 3(b)(iv) shall be deleted and replaced with the following:

(iv)    Screen Rate Determination for Floating Rate Notes which reference to SONIA

Where Screen Rate Determination is specified in the applicable Final Terms as the manner in which the Rate of Interest is to be determined and the Reference Rate specified in the applicable Final Terms is SONIA:

(A)    where the Calculation Method in respect of the relevant Series of Floating Rate Notes is specified in the applicable Final Terms as being "Compounded Daily", the Rate of Interest for each Interest Period will, subject as provided below, be the Compounded Daily Reference Rate plus the Margin plus the Adjustment Rate, all as determined by the Calculation Agent, where:

"Compounded Daily Reference Rate" means, with respect to an Interest Period, the rate of return of a daily compound interest investment in the Specified Currency (with the applicable Reference Rate as the reference rate for the calculation of interest) and will be calculated by the Calculation Agent on the relevant Interest Determination Date, as follows, and the resulting percentage will be rounded, if necessary, to the Relevant Decimal Place:

where:

"Adjustment Rate" means 0.1193 per cent.;

"Business Day" or "BD" means a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in London;

"D" is 365;

"d" is, in relation to any Interest Accrual Period, the number of calendar days in such Interest Accrual Period;

"d_o" is, in relation to any Interest Accrual Period, the number of Business Days in such Interest Accrual Period;

"i" is, in relation to any Interest Accrual Period, a series of whole numbers from one to d_o, each representing the relevant Business Day in chronological order from, and including, the first Business Day in such Interest Accrual Period;

"Interest Accrual Period" means in relation to any Interest Period, such Interest Period;

"n_i", for any Business Day "i" in the relevant Interest Accrual Period, means the number of calendar days from and including such Business Day "i" up to but excluding the following Business Day;

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

"p" means, for any Interest Period, five Business Days;

"r" means in respect of any Business Day, the Relevant Reference Rate in respect of such Business Day; and

"Reference Day" means each Business Day in the relevant Interest Period, other than any Business Day in the Lock-out Period;

"Relevant Decimal Place" shall be the fifth decimal place, with 0.000005 being rounded upwards;

"Relevant Reference Rate" means the SONIA rate;

"r_i-pBD" means, in relation to any Interest Accrual Period, the applicable Reference Rate as set out in the definition of "r" above for the Business Day (being a Business Day falling in the relevant Observation Period) falling "p" Business Days prior to the relevant Business Day "i";

"SONIA" means, in respect of any Business Day, a reference rate equal to the daily Sterling Overnight Index Average rate for such 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 in each case on the Business Day immediately following such Business Day;

(B)    where "SONIA" is specified as the Reference Rate in the applicable Final Terms, if, in respect of any Business Day, SONIA (as defined in paragraph (A) above) is not available on the Relevant Screen Page or has not otherwise been published by the relevant authorised distributors, such Reference Rate shall be:

(1)   (i) the Bank of England's Bank Rate (the "Bank Rate") prevailing at close of business on the relevant Business Day; plus (ii) the mean of the spread of SONIA to the Bank Rate over the previous five days on which SONIA 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) to the Bank Rate; or

(2)   subject to Condition 3(h), if such Bank Rate is not available, the SONIA rate published on the Relevant Screen Page (or otherwise published by the relevant authorised distributors) for the first preceding Business Day on which the SONIA rate was published on the Relevant Screen Page (or otherwise published by the relevant authorised distributors),

and in each case, "r" shall be interpreted accordingly;

1.2.2       The following provision shall be added as a new Condition 3(h) (Benchmark Replacement):

(h)        Benchmark replacement

Notwithstanding the provisions above in this Condition 3 but subject to Condition 3(b)(B)(1) above taking precedence, if the Issuer (in consultation, to the extent practicable, with the Calculation Agent) determines that a Benchmark Event has occurred or considers that there may be a Successor Rate, in either case, when any Rate of Interest (or the relevant component part thereof) remains to be determined by reference to a Reference Rate, then the following provisions shall apply:

(A)    the Issuer shall use reasonable endeavours to appoint an Independent Adviser to determine a Successor Rate or, alternatively, if the Independent Adviser determines that there is no Successor Rate, an Alternative Reference Rate no later than 3 Business Days prior to the Reset Determination Date or Interest Determination Date (as applicable) relating to the next succeeding Reset Period or Interest Period (as applicable) (the "IA Determination Cut-off Date") for purposes of determining the Rate of Interest applicable to the Notes for all future Reset Periods or Interest Periods (as applicable) (subject to the subsequent operation of this Condition 3(h));

(B)    if the Issuer is unable to appoint an Independent Adviser, or the Independent Adviser appointed by it fails to determine a Successor Rate or an Alternative Reference Rate prior to the IA Determination Cut-off Date in accordance with subparagraph (A) above, then the Issuer (in consultation, to the extent practicable, with the Calculation Agent and acting in good faith) may determine a Successor Rate or, if the Issuer determines that there is no Successor Rate, an Alternative Reference Rate for purposes of determining the Rate of Interest applicable to the Notes for all future Reset Periods or Interest Periods (as applicable) (subject to the subsequent operation of this Condition 3(h) in the event of a further Benchmark Event affecting the Successor Rate or Alternative Reference Rate); provided, however, that if this subparagraph (B) applies and the Issuer is unable or unwilling to determine a Successor Rate or an Alternative Reference Rate prior to the Reset Determination Date or Interest Determination Date (as applicable) relating to the next succeeding Reset Period or Interest Period (as applicable) in accordance with this subparagraph (B) (and for the avoidance of doubt, shall apply to only such Reset Period or Interest Period (as applicable)), the Rate of Interest applicable to such Reset Period or Interest Period shall be equal to the Rate of Interest last determined in relation to the Notes in respect of a preceding Reset Period or Interest Period as applicable (which may be the Initial Rate of Interest) (though substituting, where a different Margin is to be applied to the relevant Reset Period or Interest Period from that which applied to the last preceding Reset Period or Interest Period for which the Rate of Interest was determined, the Margin relating to the relevant Reset Period or Interest Period, in place of the Margin relating to that last preceding Reset Period or Interest Period);

(C)    if a Successor Rate or an Alternative Reference Rate is determined in accordance with the preceding provisions, such Successor Rate or Alternative Reference Rate (as applicable) shall be the  Reference Rate for all future Reset Periods or Interest Periods (as applicable) (subject to the subsequent operation of this Condition 3(h) in the event of a further Benchmark Event affecting the Successor Rate or Alternative Reference Rate);

(D)    if the Independent Adviser (in consultation with the Issuer) or (if the Issuer is unable to appoint an Independent Adviser, or the Independent Adviser appointed by it fails to determine whether an Adjustment Spread should be applied) the Issuer determines that an Adjustment Spread should be applied to the relevant Successor Rate or the relevant 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 Rate or Alternative Reference Rate (as applicable). If the Independent Adviser or the Issuer (as applicable) is unable to determine, prior to the Reset Determination Date or Interest Determination Date (as applicable) relating to the next succeeding Reset Period or Interest Period (as applicable), the quantum of, or a formula or methodology for determining, such Adjustment Spread, then such Successor Rate or Alternative Reference Rate (as applicable) will apply without an Adjustment Spread;

(E)     if the Independent Adviser or the Issuer (as the case may be) determines a Successor Rate or an Alternative Reference Rate or, in each case, any Adjustment Spread, in accordance with the above provisions, the Independent Adviser or the Issuer may also, following consultation, to the extent practicable, with the Calculation Agent, specify changes to the Day Count Fraction, Relevant Screen Page, Business Day Convention, Business Days, Reset Determination Date, Interest Determination Date, Interest Payment Dates and/or the definition of Mid-Swap Floating Leg Benchmark Rate, Reference Rate or Adjustment Spread applicable to the Notes (and in each case, related provisions and definitions), and the method for determining the fallback rate in relation to the Notes, in order to follow market practice in relation to such Successor Rate or Alternative Reference Rate (as applicable), which changes shall apply to the Notes for all future Reset Periods or Interest Periods (as applicable) (subject to the subsequent operation of this Condition 3(h). Subject as provided in the Trust Deed, the Trustee shall, at the direction and expense of the Issuer, but subject to receipt by the Trustee of a certificate signed by two directors or two authorised signatories of the Issuer pursuant to Condition 3(h)(F), and without any requirement for the consent or approval of the Noteholders or the Couponholders, be obliged to concur with the Issuer in using its reasonable endeavours to effect such consequential amendments to the Trust Deed, the Agency Agreement and these Terms and Conditions (including, inter alia, by the execution of a deed supplemental to/amending the Trust Deed) as may be required in order to give effect to this Condition 3(h) and the Trustee shall not be liable to any party for any consequences thereof (provided, however, that the Trustee shall not be obliged to agree to any such consequential amendments if the same would, in the sole opinion of the Trustee, impose more onerous obligations upon it or expose it to any additional duties, responsibilities or liabilities or reduce, or amend its rights and/or the protective provisions afforded to it in any document to which it is a party). An Independent Adviser appointed pursuant to this Condition 3(h) shall act in good faith and (in the absence of bad faith, gross negligence and wilful misconduct) shall have no liability whatsoever to the Issuer, the Trustee, the Agent, the Calculation Agent or the Noteholders for any determination made by it or for any advice given to the Issuer in connection with any determination made by the Issuer pursuant to this Condition 3(h). No Noteholder consent shall be required in connection with effecting the Successor Rate or the Alternative Reference Rate (as applicable), any Adjustment Spread or such other changes, including for the execution of any documents, amendments or other steps by the Issuer, the Trustee, the Calculation Agent or the Agent (if required); and

(F)     the Issuer shall promptly following the determination of any Successor Rate, Alternative Reference Rate or Adjustment Spread give notice thereof and of any changes pursuant to subparagraph (E) above to the Trustee, the Agent and the Noteholders. No later than notifying the Trustee of the same, the Issuer shall deliver to the Trustee a certificate signed by two directors or two authorised signatories of the Issuer confirming (i) that a Benchmark Event has occurred or that there is a Successor Rate, (ii) the Successor Rate or Alternative Reference Rate (as applicable), (iii) where applicable, any Adjustment Spread and (iv) where applicable, the terms of any changes pursuant to subparagraph (E) above. The Trustee shall be entitled to rely on such certificate (without enquiry or liability to any person, irrespective of whether any such modification is or may be materially prejudicial to the interests of any such person) as sufficient evidence thereof. The Successor Rate or Alternative Reference Rate (as applicable), where applicable, any Adjustment Spread and, where applicable, any such other relevant changes pursuant to this Condition 3(h) specified in such certificate will (in the absence of manifest error and without prejudice to the Trustee's ability to rely on such certificate as aforesaid) be binding on the Issuer, the Trustee, the Paying Agents, the Calculation Agent, the Noteholders and the Couponholders.

For the purposes of this Condition 3(h):

"Adjustment Spread" means a spread (which may be positive or negative) or formula or methodology for calculating a spread, which the Independent Adviser (in consultation with the Issuer) or the Issuer (as applicable), determines should be applied to the relevant Successor Rate or the relevant Alternative Reference Rate (as applicable), as a result of the replacement of the relevant  Reference Rate with the relevant Successor Rate or the relevant Alternative Reference Rate (as applicable), and is the spread, formula or methodology which:

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

(ii)   in the case of a Successor Rate for which no such recommendation has been made or in the case of an Alternative Reference Rate, the Independent Adviser (in consultation with the Issuer) or the Issuer (as applicable) determines is recognised or acknowledged as being in customary market usage for the purposes of determining floating rates of interest in respect of bonds denominated in the Specified Currency, where such rate has been replaced by such Successor Rate or Alternative Reference Rate (as applicable); or

(iii) if no such customary market usage is recognised or acknowledged, the Independent Adviser in its discretion (in consultation with the Issuer) or the Issuer in its discretion (as applicable) determines (acting in good faith) to be appropriate;

"Alternative Reference Rate" means the reference rate (and related alternative screen page or source, if available) that the Independent Adviser or the Issuer (as applicable) determines has replaced the relevant  Reference Rate in customary market usage for the purposes of determining floating rates of interest in respect of bonds denominated in the Specified Currency or, if the Independent Adviser or the Issuer (as applicable) determines that there is no such rate, such other rate as the Independent Adviser or the Issuer (as applicable) determines, each in its own discretion, acting in good faith, is most comparable to the relevant  Reference Rate;

"Benchmark Event" means:

(i)       the relevant Reference Rate has ceased to be published on the Relevant Screen Page as a result of such benchmark ceasing to be calculated or administered; or

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

(iii)     a public statement by the supervisor of the administrator of the relevant Reference Rate that such Reference Rate has been or will, by a specified future date, be permanently or indefinitely discontinued; or

(iv)     a public statement by the supervisor of the administrator of the relevant Reference Rate that means that such Reference Rate will, by a specified future date, be prohibited from being used or that its use will, by a specified future date, be subject to restrictions or adverse consequences; or

(v)      a public statement by the supervisor of the administrator of the relevant Reference Rate that, in the view of such supervisor, such Reference Rate is or will, by a specified future date, be no longer representative of an underlying market; or

(vi)     it has or will become unlawful for the Calculation Agent or the Issuer to calculate any payments due to be made to any Noteholder using the relevant Reference Rate (including, without limitation, under the Benchmark Regulation (EU) 2016/1011, as amended or replaced by any successor regulation applicable in the UK, if applicable),

provided that, notwithstanding the subparagraphs above, where the relevant Benchmark Event is a public statement within subparagraphs (ii), (iii), (iv) or (v) above and the relevant specified future date in the public statement is more than six months after the date of that public statement, the Benchmark Event shall not be deemed to occur until the date falling six months prior to such specified future date;

"Independent Adviser" means an independent financial institution of international repute or other independent financial adviser experienced in the international capital markets, in each case appointed by the Issuer at its own expense;

"Relevant Nominating Body" means, in respect of a reference rate:

(i)       the central bank, reserve bank, monetary authority or any similar institution for the currency to which such reference rate relates, or any other central bank or other supervisory authority which is responsible for supervising the administrator of such reference rate; or

(ii)      any working group or committee sponsored by, chaired or co-chaired by or constituted at the request of (a) the central bank, reserve bank, monetary authority or any similar institution for the currency to which such reference rate relates, (b) any central bank or other supervisory authority which is responsible for supervising the administrator of such reference rate, (c) a group of the aforementioned central banks or other supervisory authorities, (d) the International Swaps and Derivatives Association, Inc. or any part thereof, or (e) the Financial Stability Board or any part thereof;

"Successor Rate" means the reference rate (and related alternative screen page or source, if available) that the Independent Adviser or the Issuer (as applicable) determines is a successor to or replacement of the relevant Reference Rate (for the avoidance of doubt, whether or not such  Reference Rate has ceased to be available) which is recommended by any Relevant

 

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