Schedule 5 - Subscription & Sale

Version 1 - Released and Dated 14th November 2022

SCHEDULE 5 - SUBSCRIPTION AND SALE

Subscription

The Issuer may enter into distribution agreements with distributor(s) in respect of each issue of Notes, pursuant to which the distributor will, among other things, subscribe for the relevant Notes and may agree to procure purchasers for such Notes or to otherwise sell the Notes subsequent to their subscription.

Public offer

The offer of Notes to the public in a Member State of the European Union and/or the European Economic Area shall require the Issuer to publish a prospectus (or supplement an existing prospectus) pursuant to the Prospectus Regulation and the Prospectus Law. It is not anticipated that the Issuer will offer Notes to the public.

U.S. Selling Restriction

In regards to Regulation S, the definition of a US Person excludes any individual (or entity) not residing in (or organized under the laws of) the United States.

The Notes have not been and will not be registered under the U.S. Securities Law, and may not at any time be offered, held or sold within the United States or to, or for the account or benefit of, any person who is (a) a U.S. person as defined in Regulation S under the U.S. Securities Act or (b) not a Non-United States person as defined in Rule 4.7 under the U.S. Commodity Exchange Act of 1936, but excluding for purposes of subsection (D) thereof, the exception to the extent that it would apply to persons who are not Non-United States persons.

The Notes are subject to U.S. tax law requirements and may not at any time be offered, sold or delivered within the United States or its possessions or to a United States person, except in certain transactions permitted by U.S. tax regulations (but excluding for purposes of U.S. Treasury Regulations §1.163- 5(c)(2)(i)(D), transactions that would permit resale of the Notes after the expiration of the restricted period to a person who is within the United States or its possessions or to a United States person).

Terms used in this paragraph have the meanings given to them by the U.S. Internal Revenue Code of 1986 (the “Code”) and regulations promulgated thereunder. The relevant Final Terms will identify whether the TEFRA C Rules or TEFRA D Rules apply or whether TEFRA is not applicable.

Each dealer to be appointed under the Programme will be required to agree that, it will not offer, sell, in the case of Bearer Note or deliver, the Notes, (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering and the closing date of an identifiable tranche of which such Notes are a part, within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Regulation S of the Securities Act, and it will have sent to each dealer to which it sells Notes during the distribution compliance period a confirmation or other notice setting out the restrictions on offers and sales of the Notes within the United States or to, or for the account or benefit of, U.S. persons. Terms used in this paragraph have the meanings given to them by Regulation S.

In addition, until 40 days after the commencement of the offering of any identifiable tranche of Notes, an offer or sale of Notes within the United States by any dealer (whether or not participating in the offering of such tranche of Notes) may violate the registration requirements of the Securities Act.

This Private Placement Memorandum has been prepared by the Issuer for use in connection with the offer and sale of the Notes outside the United States. The Issuer and its dealers reserve the right to reject any offer to purchase the Notes, in whole or in part, for any reason. This Private Placement Memorandum does not constitute an offer to any person in the United States. Distribution of this Private Placement Memorandum by any non-U.S. person outside the United States to any U.S. person or to any other person within the United States is unauthorised and any disclosure without the prior written consent of the Issuer of any of its contents to any such U.S. person or other person within the United States, is prohibited.

The Notes are not appropriate for any person (natural, corporate or otherwise) who is (or who receives a guarantee or other credit support with respect to its obligations thereunder from) a “U.S. Person”. For this purpose, “U.S. Person” includes any person or entity that is either (1) a “U.S. person” as defined under Regulation S of the United States’ Securities Act of 1933, as amended or (2) a “U.S. person” under any of the 2013 Interpretative Guidance and Policy Statement Regarding Compliance with Certain Swap Regulations issued by the U.S. Commodity Futures Trading Commission (the “CFTC”), Section 240.3a71- 3(a)(4) of the regulations of the U.S. Securities and Exchange Commission (the “SEC”) or under any rule, regulation, guidance or interpretation of the CFTC or the SEC promulgated or issued on or after the date hereof (as amended). For the avoidance of doubt, “U.S. Person” as used herein includes, without limitation any U.S. resident, corporation, company, partnership or other entity established under the laws of the United States. Accordingly, the Notes may not be offered, sold, assigned, transferred or distributed (in whole or in part) to any U.S. Person (or to any person or entity that receives a guarantee or other credit support with respect to its obligations thereunder from a U.S. Person).

With regards to TEFRA, for the terms used in this Private Placement Memorandum and the relevant Final Terms :

“TEFRA” means the United States Tax Equity and Fiscal Responsibility Act of 1982, “TEFRA C Rules” means U.S. Treasury Regulation §1.163-5(c)(2)(i)(C), “TEFRA D Rules” means U.S. Treasury Regulation § 1.163-5(c)(2)(i)(D).

Where the relevant Final Terms for Bearer Notes specify that the TEFRA D Rules are applicable, the Bearer Notes will be issued in accordance with the provisions of the TEFRA D Rules.

Where the relevant Final Terms of a Bearer Notes specify that the TEFRA C Rules are applicable, the Bearer Notes will be issued in accordance with the provisions of TEFRA C Rules.

Where the relevant Final Terms specify that TEFRA is not applicable, the Notes will not be issued in accordance with the provisions of either the TEFRA D Rules or the TEFRA C Rules if the Notes do not have a maturity of more than 365 days.

Where the TEFRA D Rules are specified in the relevant Final Terms, the prospective Noteholder or purchaser of the Notes on any secondary market, as the case may be, will represent, warrant and undertake to the Issuer that:

(a) except to the extent permitted under the TEFRA D Rules, (i) it has not offered or sold, and during the restricted period will not offer or sell, any Notes to a person who is within the United States or its possessions or to a United States person, and (ii) it has not delivered and will not deliver within the United States or its possessions Notes in definitive form that are sold during the restricted period;

(b) it has, and throughout the restricted period will have, in effect procedures reasonably designed to ensure that its employees or agents who are directly engaged in selling Notes are aware that the Notes may not be offered or sold during the restricted period to a person who is within the United States or its possessions or to a United States person, except as permitted by the TEFRA D Rules;

(c) if such Noteholder is acquiring the Notes for purposes of resale in connection with their original issuance and, if such Noteholder retains Notes for its own account, it will only do so in accordance with the requirements of United States Treasury Regulation §1.163-5(c)(2)(i)(D)(6);

(d) with respect to each affiliate (if any) that acquires from such Noteholder Notes for the purposes of offering or selling such Notes during the restricted period, such Noteholder will undertake to the Issuer that it will obtain from such affiliate for the benefit of the Issuer the representations, warranties and undertakings contained in sub-clauses (a), (b) and (c); and

(e) such Noteholder shall obtain for the benefit of the Issuer the representations, and agreements contained in sub-paragraphs (a), (b), (c), and (d) of this paragraph from any person other than its affiliate with whom it enters into a written contract (a "distributor") as defined in U.S. Treasury Regulation § 1.163-5(c)(2)(i)(D)(4)) for the offer or sale during the restricted period of the Notes.

Where the TEFRA C Rules are specified in the relevant Final Terms as being applicable in relation to any Series of Notes, such Notes must in their original issuance, be issued and delivered outside the United States and its possessions and, accordingly, the Noteholder will represent, warrant and undertake to the Issuer that, in connection with the original issuance of the Notes:

(a) it has not offered, sold or delivered, and will not offer, sell or deliver, directly or indirectly, any Notes within the United States or its possessions; and

(b) it has not communicated, and will not communicate, directly or indirectly, with a prospective purchaser if such Noteholder or such prospective purchaser is within the United States or its possessions and will not otherwise involve the United States office of such Noteholder in the offer and sale of Notes.

General

Selling restrictions may be introduced or modified by an agreement of the Issuer and the distributor following a change in a relevant law, regulation or directive. Any such new selling restriction or modification of an existing one will be set out in a supplement to this Private Placement Memorandum.

No action has been or will be taken in any jurisdiction that would permit a public offering of any of the Notes, or possession or distribution of the Private Placement Memorandum or any part thereof or any supplement to this Private Placement Memorandum or any other offering material, in any country or jurisdiction outside of the European Union and the European Economic Area where action for that purpose is required.

In each distribution agreement between the Issuer and distributor pursuant to which it subscribes for Notes, the distributor will, to the best of its knowledge, comply with all relevant laws, regulations and directives in each jurisdiction in which it purchases, offers, sells or delivers Notes or has in its possession or distributes the Private Placement Memorandum or any part thereof, any supplement to this Private Placement Memorandum or any other offering material, in all cases at its own expense unless otherwise agreed, and the Issuer shall not have any responsibility therefor.

European Economic Area (EEA)

Prohibition of sales to EEA Retail Investors

specifyUnless the Final Terms in respect of any Notes specify “Prohibition of Sales to EEA Retail Investors” as “Not Applicable”, each party, dealer, agent, and prospective investor has represented and agreed, and each distributor appointed under the Programme will be required to represent and agree, that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Notes which are the subject of the offering contemplated by this Private Placement Memorandum as completed by the Final Terms in relation thereto to any retail investor in the EEA. For the purposes of this provision:

The expression “retail investor” means a person who is one (or more) of the following:

(a) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended,“MiFID II”); or

(b) a customer within the meaning of Directive (EU) 2016/97 (the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or

(c) not a qualified investor as defined in Regulation (EU) 2017/1129 (the “Prospectus Regulation”); and

(d) the expression of “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe to the Notes.

If the Final Terms specify “Prohibition of Sales to EEA Retail Investors” as “Applicable”, in relation to each Member State of the EEA, each dealer has represented and agreed, and each further distributor appointed under the Programme will be required to represent and agree, that it has not made and will not make an offer of Notes which are the subject of the offering contemplated by this Private Placement Memorandum as completed by the Final Terms in relation thereto to the public in that Member State except that it may make an offer of such Notes to the public in that Member State:

(a) at any time to any legal entity which is a qualified investor as defined in the Prospectus Regulation;

(b) at any time to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Regulation) subject to obtaining the prior consent of the relevant dealer or dealers nominated by the Issuer for any such offer; or

(c) at any time in any other circumstances falling within Article 1(4) of the Prospectus Regulation,

provided that no such offer of Notes referred to in (A) to (C) above shall require the Issuer or any distributor to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation.

For the purposes of this provision:

• the expression an offer of Notes to the public in relation to any Notes in any Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Notes; and

• the expression Prospectus Regulation means Regulation (EU) 2017/1129.

United Kingdom

Each dealer has represented and agreed, and each further distributor appointed under the Programme will be required to represent and agree, that:

(a) No deposit-taking: in relation to any Notes having a maturity of less than one year: (i) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business; and (ii) it has not offered or sold and will not offer or sell any Notes other than to persons: (A) whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses; or (B) who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses, where the issue of the Notes would otherwise constitute a contravention of section 19 of the FSMA by the Issuer.

(b) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received by it in connection with the issue or sale of any Notes to persons who (i) have professional experience in matters relating to investments, being investment professionals as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “FPO”); or (ii) are high net worth companies, trusts or unincorporated associations falling within Article 49(2)(a) to (d) of the FPO; or (iii) are persons to whom this Base Memorandum may otherwise be lawfully communicated; such persons being collectively, “Relevant Persons”. Readers of this Base Memorandum acknowledge and understand that Notes shall not be offered, sold or otherwise made available to and should not be relied upon by United Kingdom persons who are not Relevant Persons. (c) General compliance: it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Notes in, from or otherwise involving the United Kingdom.

Switzerland

The Notes may not be offered, sold, advertised or otherwise distributed, directly or indirectly, and neither this Private Placement Memorandum nor any other offering or marketing material relating to the Notes may be distributed or otherwise made available, in each case, in or from Switzerland, except (i) in the case of Notes that constitute structured products within the meaning of the Swiss Federal Act on Collective Investment Schemes (the “CISA”), to qualified investors as defined in article 10 of the CISA, and (ii) in the case of any other Notes, to a finite number of hand-picked potential investors who are approached on an individual basis. The Notes will not be listed on the SIX Swiss Exchange or any other exchange or regulated trading venue in Switzerland, and neither this Private Placement Memorandum nor any other offering or marketing material relating to the Notes constitutes a prospectus as such term is understood pursuant to article

652a or article 1156 of the Swiss Federal Code of Obligations, a simplified prospectus as such term is understood pursuant to article 5 of the CISA or a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange or any other exchange or regulated trading venue in Switzerland.

The Notes do not constitute participations in a collective investment scheme in the meaning of the CISA. Therefore, the Notes are not subject to the approval of, or supervision by, the Swiss Financial Market Supervisory Authority FINMA (“FINMA”), and investors in the Notes will not benefit from protection under the CISA or supervision by FINMA.

Belgium

Unless the Final Terms in respect of any Notes specifies "Prohibition of Sales to Belgian Consumers" as "Not Applicable", each distributor has represented and agreed and each further distributor appointed under the Programme will be required to represent and agree that it has not offered or sold or otherwise made available and that it will not offer or sell or otherwise make available the Notes to consumers (consumenten/consommateurs) within the meaning of the Belgian Code of Economic Law (Wetboek economisch recht/Code de droit économique).

Republic of Italy

The offering of the Notes has not been registered with the Commissione Nazionale per le Società e la Borsa (“CONSOB”) and, accordingly, no Notes may be offered, sold or delivered, nor may copies of this Private Placement Memorandum nor of any other document relating to any Notes be distributed in the Republic of Italy, except, in accordance with the exception provided under the Prospectus Regulation and any Italian securities, tax and other applicable laws and regulations.

Each distributor represents and agrees that it has not offered, sold or delivered, and will not offer, sell or deliver any Notes or distribute any copy of this Private Placement Memorandum or any other document relating to the Notes in the Republic of Italy:

(a) to qualified investors (investitori qualificati), as defined pursuant to Article 2 of the Prospectus Regulation and any applicable provision of Legislative Decree no. 58 of 24 February 1998 (the “Financial Services Act”) and/or Italian CONSOB Regulations; or

(b) in other circumstances which are exempted from the rules on public offerings pursuant to Article 1 of the Prospectus Regulation, Article 34-ter of CONSOB Regulation No. 11971 of 14 May 1999, as amended from time to time, and the applicable Italian laws.

In any event, any offer, sale or delivery of the Notes or distribution of copies of this Private Placement Memorandum or any other document relating to the Notes in Italy under paragraphs (a) or (b) above must:

(i) be made by an investment firm, bank or financial intermediary permitted to conduct such activities in Italy in accordance with the Financial Services Act, Legislative Decree No. 385 of 1 September 1993, as amended (the “Banking Act”) and CONSOB Regulation No. 20307 of 15 February 2018, all as amended from time to time; and

(ii) comply with any other applicable laws and regulations or requirement imposed by CONSOB, the Bank of Italy (including the reporting requirements, where applicable, pursuant to Article 129 of the Banking Act and the implementing guidelines of the Bank of Italy, as amended from time to time) and/or any other Italian authority.

Furthermore, where no exemption from the rules on public offerings applies, the Notes which are initially offered and placed in Italy or abroad to professional investors only but in the following year are ‘systematically’ distributed on the secondary market in Italy become subject to the public offer and the prospectus requirement rules provided under Prospectus Regulation, the Financial Services Act and the CONSOB’s implementing regulations, as amended from time to time. In accordance with Article 100-bis of the Financial Services Act, failure to comply with such rules may result in the sale of such Notes being declared null and void and in the liability of the intermediary transferring the financial instruments for any damages suffered by the purchasers of Notes who are acting outside of the course of their business or profession.

Japan

The Notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended, the “Financial Instruments and Exchange Act”).

Accordingly, each distributor has represented and agreed, and each further distributor appointed under the Programme will be required to represent, and agree, that it has not, directly or indirectly, offered or sold and will not, directly or indirectly, offer or sell any Notes in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organised under the laws of Japan) or to others for re- offering or re- sale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Act and other relevant laws and regulations of Japan.

Singapore

Each distributor has acknowledged, and each further distributor appointed under the Programme will be required to acknowledge, that this Private Placement Memorandum has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, each distributor has represented, warranted and agreed, and each further distributor appointed under the Programme will be required to represent, warrant and agree, that it has not offered or sold any Notes or caused the Notes to be made the subject of an invitation for subscription or purchase and will not offer or sell any Notes or cause the Notes to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, this Private Placement Memorandum or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Notes, whether directly or indirectly, to any person in Singapore other than (i) to an institutional investor (as defined in Section 4A of the SFA) pursuant to Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where Notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

(a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,

securities or securities-based derivatives contracts (each term as defined in Section 2(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the Notes pursuant to an offer made under Section 275 of the SFA except:

(i) to an institutional investor or to a relevant person, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;

(ii) where no consideration is or will be given for the transfer;

(iii) where the transfer is by operation of law;

(iv) as specified in Section 276(7) of the SFA; or

(v) as specified in Regulation 37A of the Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018 of Singapore.

In connection with Section 309B of the SFA and the CMP Regulations 2018, unless otherwise specified in the Final Terms, the Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that the Notes to be issued under the Programme are prescribed capital markets products (as defined in the CMP Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04- N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

Hong Kong

The contents of this Private Placement Memorandum have not been reviewed or approved by any regulatory authority in Hong Kong. This Private Placement Memorandum does not constitute an offer or invitation to the public in Hong Kong to acquire the Notes. The Notes may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the companies ordinance (Cap. 32, Laws of Hong Kong), or (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) (the SFO) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong) and no advertisement, invitation or document relating to the Notes may be issued or may be in the possession of any person for the purpose of the issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed by or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to Notes which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the SFO or any rules made thereunder. No person to whom a copy of this Private Placement Memorandum is issued may issue, circulate or distribute this Private Placement Memorandum in Hong Kong or make or give a copy of this Private Placement Memorandum to any other person. You are advised to exercise caution in relation to the offer. If the prospective Noteholder is in any doubt about any of the contents of this Private Placement Memorandum, you should obtain independent professional advice.

Indonesia

This Private Placement Memorandum is not a public offering within the meaning of the Indonesian Capital Market Law, Law no. 8 of 1995 (the Capital Market Law) and is not intended to become a public offering under the Indonesian Capital Market Law and regulations. Accordingly (i) this Private Placement Memorandum may not be distributed or passed on within the territory of the Republic of Indonesia or to persons who are citizens of Indonesia (wherever they are domiciled or located) or entities of or residents in the Republic of Indonesia in any manner which constitutes a public offering of securities under the Indonesian Capital Market Law and its implementing regulations; and/or (ii) the Notes may not be offered or sold, directly or indirectly, within the territory of the Republic of Indonesia or to Indonesian citizens (wherever they are domiciled or located), entities or residents in the Republic of Indonesia in any manner which constitutes a public offer of securities under.

Israel

This document has been prepared by the Issuer, which is not supervised or licensed by the Israel Securities Authority.No action has been or will be taken in Israel that would permit an offering of Notes to the public in Israel. In particular, none of the applicable Issuance Documentation has been or will be reviewed or approved by the Israel Securities Authority. The Notes are offered or sold to Qualified Investors or to fewer than 35 non-Qualified Investors, according to sections 15A(a)(1) and 15A(b) of the Securities Law 5728- 1968, by individual negotiation. This Issuance Documentation may not be reproduced or used for any other purpose, nor furnished to any other person other than those to whom copies have already been sent. Any Noteholder who purchases the Notes according to its own discretion, for its own benefit, and not with the aim or intention of distributing or offering such Notes to other parties. This Issuance Documentation does not constitute investment advice and has been prepared by the Issuer for information purposes only. Any decision to invest shall be based on the (prospective) Noteholder's own analysis regarding the advantages and risks of the investment, and the Noteholder shall obtain advice from appropriate advisors with respect to the investment’s profitability and suitability to him, including accounting and tax issues.

Monaco

The Notes may not be offered or sold, directly or indirectly, to the public in Monaco other than by an authorized intermediary. Neither this Private Placement Memorandum, which has not been submitted to the clearance procedure of the Monegasque authorities, including the Commission de Contrôle des Activités Financières, nor any offering material relating to the offer of Notes, may be released or issued to the public in Monaco in accordance with any such offer. This Private Placement Memorandum does not constitute an offer to sell securities under the securities laws of Monaco.

France

This Private Placement Memorandum has not been approved by the Autorité des marchés financiers (“AMF”).

The Issuer and, as the case may be, any distributor has represented and agreed that they have not offered or sold and will not offer or sell, directly or indirectly, the Notes to the public in France, and have not distributed or caused to be distributed and will not distribute or cause to be distributed to the public in France, the Private Placement Memorandum, any Final Terms or any other offering material relating to the Notes.

Such offers, sales and distributions have been and will be made in France only in circumstances that do constitute an offer exempted from the obligation to publish a prospectus pursuant to Article L.411-2 of the French Code monétaire et financier ("CMF") and more particularly to,

(a) a restricted circle of investors (cercle restreint d'investiseurs), other than qualified investors, of less than 150 persons acting for their own account in accordance with Article L. 411-2 1° of the CMF and/or

(b) qualified investors (investisseurs qualifiés) as defined in article 2(e) of the Prospectus Regulation in accordance with Article L 411-2 1° of the CMF, and/or

(c) investors who acquire Notes for a total consideration of at least EUR 100,000 (or its equivalent in another currency) per investor, for each separate offer in accordance with Article L. 411-2-1 2° of the CMF, and/or

(d) Notes whose nominal amount or equivalent amounts is at least EUR 100,000 (or its equivalent in another currency) in accordance with Article L. 411-2-1 3° of the CMF.

The direct or indirect resale of Notes which have been acquired in with respect to an offer to the public exempted from the obligation to publish a prospectus shall be subject to the same restrictions and shall only be made in accordance with Articles L.411-1 and L.411-2 of the CMF.

Ireland

The Issuer has represented and agreed, and each further Agent appointed under the Programme will be required to represent and agree, that:

• to the extent applicable, it has complied with and will comply with all applicable provisions of the Irish Companies Act 2014 (as amended), the Central Bank Acts 1942-2018 (as amended) and any codes of conduct rules made under Section 117(1) of the Central Bank Act 1989;

• to the extent applicable, it will not offer, sell, underwrite the issue of, place or otherwise act in Ireland in respect of the Notes, otherwise than in compliance with the provisions of the European Union (Markets in Financial Instruments) Regulations 2017 (as amended), (the “MiFID II Regulations”), including, without limitation, Regulation 5 (Requirement for authorisation and certain provisions concerning MTFs and OTFs) thereof or any codes of conduct made under the MiFID II Regulations and the provisions of the Investor Compensation Act 1998; and

• to the extent applicable, it will not offer, sell, underwrite the issue of, place or otherwise act in Ireland in respect of the Notes, otherwise than in compliance with the provisions of the Market Abuse Regulation (Regulation (EU) No 596/2014 as amended), the Irish European Union (Market Abuse) Regulations 2016 (as from time to time amended) and any rules or guidance issued by the Central Bank of Ireland from time to time under Section 1370 of the Irish Companies Act 2014 (as amended).