Common use of MEETINGS OF NOTEHOLDERS Clause in Contracts

MEETINGS OF NOTEHOLDERS. As the Notes will be issued outside of the Republic of France within the meaning of Article L. 228-90 of the French Commercial Code, and as the Notes are governed by, and shall be construed in accordance with, English law, the provisions of the French Commercial Code relating to the masse will not apply to the Noteholders. The Agency Agreement contains provisions for convening meetings (including by way of conference call or by use of a videoconference platform) of Noteholders to consider matters affecting their interests, including the modification of any of these Conditions insofar as they may apply to the Notes. Any such modifications may be made if sanctioned by an Extraordinary Resolution (as defined in the Agency Agreement) of Noteholders (save where these Conditions provide that they may be modified otherwise than by Extraordinary Resolution). Such a meeting may be convened by Noteholders holding not less than 10% in nominal amount of the Notes for the time being outstanding. The quorum for any meeting convened to consider an Extraordinary Resolution shall be two or more persons holding or representing a clear majority in nominal amount of the Notes for the time being outstanding, or at any adjourned meeting two or more persons being or representing Noteholders whatever the nominal amount of Notes held or represented, unless the business of such meeting includes the consideration of proposals, inter alia, (i) to amend the dates of maturity or redemption of any of the Notes or any date for payment of interest or Interest Amounts on the Notes, (ii) to reduce or cancel the nominal amount or any premium payable on redemption of the Notes, (iii) to reduce the rate or rates of interest in respect of the Notes or 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, (iv) if a Minimum and/or a Maximum Rate of Interest or Redemption Amount applies to any Notes and is specified in the applicable Pricing Supplement, to reduce any such Minimum and/or such Maximum Rate of Interest, (v) to change the method of, or basis for, calculating the Final Redemption Amount, the Early Redemption Amount or the Optional Redemption Amount or, in the case of Zero Coupon Notes, changes to the method of calculating any Amortised Face Amount or Zero Coupon Early Redemption Amount, as the case may be, (vi) to change the currency or currencies of payment or denomination of the Notes, or (vii) to modify the provisions concerning the quorum required at any meeting of Noteholders or the majority required to pass an Extraordinary Resolution, in which case the necessary quorum will be two or more persons holding or representing not less than 75% of the Notes for the time being outstanding. Any Extraordinary Resolution duly passed shall be binding on Noteholders (whether or not they were present at the meeting at which such resolution was passed). A Written Resolution or Electronic Consent shall take effect as if it were an Extraordinary Resolution. The provisions set out in these Conditions relating to the powers of meetings and notification of Extraordinary Resolutions shall apply mutatis mutandis to Written Resolutions or Electronic Consent.

MEETINGS OF NOTEHOLDERS. As the Notes will be issued outside of the Republic of France within the meaning of Article L. 228-90 of the French Commercial Code, and as the Notes are governed by, and shall be construed in accordance with, English law, the provisions of the French Commercial Code relating to the masse will not apply to the Noteholders. The Agency Agreement Trust Deed contains provisions for convening meetings (including by way of conference call or by use of a videoconference platform) of Noteholders to consider any matters affecting their interests, including the modification of any of these Conditions insofar as they may apply to the Notes. Any such modifications may be made if sanctioned sanctioning by an Extraordinary Resolution (as defined in the Agency AgreementTrust Deed) of Noteholders (save where a modification of any of these Conditions provide that they may be modified otherwise than by Extraordinary Resolution)or any provisions of the Trust Deed. Such a meeting may be convened by the Trustee (subject to its being indemnified and/or prefunded and/or secured to its satisfaction) upon request by Noteholders holding not less than 10% in nominal 10 per cent. of the principal amount of the Notes for the time being outstanding. The quorum for any meeting convened to consider an Extraordinary Resolution shall be two one or more persons holding or representing a clear majority in nominal principal amount of the Notes for the time being outstandingoutstanding or, or at any adjourned meeting two meeting, one or more persons being or representing Noteholders whatever the nominal principal amount of the Notes held or represented, unless the business of such meeting includes the consideration of proposals, inter alia, (i) to amend the dates of maturity or redemption of any of the Notes or any date for payment of interest or Interest Amounts on the Notes, (ii) to reduce or cancel the nominal principal amount of, or any premium payable on redemption of of, the Notes, (iii) to reduce the rate or rates of interest in respect of the Notes or to vary the method or basis of calculating the rate or rates or amount of interest or the basis for calculating any Interest Amount interest amount in respect of the Notes, (iv) if a Minimum and/or a Maximum Rate of Interest or Redemption Amount applies to vary any Notes and is specified in the applicable Pricing Supplement, to reduce any such Minimum and/or such Maximum Rate of Interest, (v) to change the method of, or basis for, calculating the Final any redemption amount pursuant to Condition 6 (Redemption Amount, the Early Redemption Amount or the Optional Redemption Amount or, in the case of Zero Coupon Notes, changes to the method of calculating any Amortised Face Amount or Zero Coupon Early Redemption Amount, as the case may beand Purchase), (viv) to change vary the currency or currencies of payment or denomination of the Notes, or (viivi) to modify the provisions concerning the quorum required at any meeting of Noteholders or the majority required to pass an the Extraordinary Resolution, or (vii) to modify or cancel any Guarantee, in which case the necessary quorum will shall be two one or more persons holding or representing not less than 75% 75 per cent. or, at any adjourned meeting, not less than 25 per cent. of the principal amount of the Notes for the time being outstanding. Any Extraordinary Resolution duly passed shall be binding on Noteholders (whether or not they were present at the meeting at which such resolution was passed)passed).The Trust Deed provides that a resolution in writing signed by or on behalf of the holders of not less than 75 per cent. A Written Resolution or Electronic Consent of the principal amount of the Notes outstanding shall take effect for all purposes be as if it were valid and effective as an Extraordinary ResolutionResolution passed at a meeting of Noteholders duly convened and held. The provisions set out Such a resolution in these Conditions relating to writing may be contained in one document or several documents in the powers same form, each signed by or on behalf of meetings and notification of Extraordinary Resolutions shall apply mutatis mutandis to Written Resolutions one or Electronic Consentmore Noteholders.

MEETINGS OF NOTEHOLDERS. As the Notes will be issued outside of the Republic of France within the meaning of Article L. 228-90 of the French Commercial Code, and as the Notes are governed by, and shall be construed in accordance with, English law, the provisions of the French Commercial Code relating to the masse will not apply to the Noteholders. The Fiscal Agency Agreement contains provisions for convening meetings (including by way of conference call or by use of a videoconference platform) of Noteholders to consider matters any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of any of these Conditions insofar as they may apply to the Notes. Any such modifications may be made if sanctioned by an Extraordinary Resolution (as defined in the Agency Agreement) of Noteholders (save where these Conditions provide that they may be modified otherwise than by Extraordinary Resolution)Conditions. Such a meeting may be convened by Noteholders holding not less than 10% 10 per cent. in nominal amount of the Notes for the time being outstanding. The quorum for any meeting convened to consider an Extraordinary Resolution shall be two or more persons holding or representing a clear majority more than 50 per cent. in nominal amount of the Notes for the time being outstanding, or at any adjourned meeting two or more persons being or representing Noteholders whatever the nominal amount of the Notes held or represented, unless the business of such meeting includes the consideration of proposals, inter alia, (i) to amend the dates of maturity or redemption of the Notes, any of the Notes Instalment Date or any date for payment of interest or Interest Amounts on the Notes, (ii) to reduce or cancel the nominal amount of, or any Instalment Amount of, or any premium payable on redemption of of, the Notes, (iii) to reduce the rate or rates of interest in respect of the Notes or 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, (iv) if a Minimum and/or a Maximum Rate of Interest Interest, Instalment Amount or Redemption Amount applies to any Notes and is specified in the applicable Pricing Supplementshown hereon, to reduce any such Minimum and/or such Maximum Rate of Interest, (v) to change the method of, Instalment Amount or basis for, calculating the Final Redemption Amount, the Early Redemption Amount or the Optional Redemption Amount or, in the case of Zero Coupon Notes, changes to the method of calculating any Amortised Face Amount or Zero Coupon Early Redemption Amount, as the case may be, (vi) to change the currency or currencies of payment or denomination of the Notes, or (vii) to modify the provisions concerning the quorum required at any meeting of Noteholders or the majority required to pass an Extraordinary Resolution, in which case the necessary quorum will be two or more persons holding or representing not less than 75% of the Notes for the time being outstanding. Any Extraordinary Resolution duly passed shall be binding on Noteholders (whether or not they were present at the meeting at which such resolution was passed). A Written Resolution or Electronic Consent shall take effect as if it were an Extraordinary Resolution. The provisions set out in these Conditions relating to the powers of meetings and notification of Extraordinary Resolutions shall apply mutatis mutandis to Written Resolutions or Electronic Consent.,

MEETINGS OF NOTEHOLDERS. As the Notes will be issued outside of the Republic of France within the meaning of Article L. 228-90 of the French Commercial Code, and as the Notes are governed by, and shall be construed in accordance with, English law, the provisions of the French Commercial Code relating to the masse will not apply to the Noteholders. The Agency Agreement contains provisions for convening meetings (including by way of conference call or by use of a videoconference platform) of Noteholders to consider matters any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of any of these Conditions insofar as they may apply to the Notes. Any such modifications may be made if sanctioned by an Extraordinary Resolution (as defined in the Agency Agreement) of Noteholders (save where these Conditions provide that they may be modified otherwise than by Extraordinary Resolution)Conditions. Such a meeting may be convened by Noteholders holding not less than 10% 10 per cent in nominal amount of the Notes for the time being outstanding. The quorum for any meeting convened to consider an Extraordinary extraordinary Resolution shall be two or more persons holding or representing a clear majority in nominal amount of the Notes for the time being outstanding, or at any adjourned meeting two or more persons being or representing Noteholders whatever the nominal amount of the Notes held or represented, unless the business of such meeting includes the consideration of proposals, inter alia, (i) to amend the dates of maturity or redemption of the Notes, any of the Notes Instalment Date or any date for payment of interest or Interest Amounts on the Notes, (ii) to reduce or cancel the nominal amount of, or any Instalment Amount of, or any premium payable on redemption of of, the Notes, (iii) to reduce the rate or rates of interest in respect of the Notes or to vary the method or on basis of calculating the rate or rates or amount of interest or the basis for calculating any Interest Amount in respect of the Notes, (iv) if a Minimum and/or a Maximum Rate of Interest Interest, Instalment Amount or Redemption Amount applies to any Notes and is specified in the applicable Pricing Supplementshown hereon, to reduce any such Minimum and/or such Maximum Rate of InterestMaximum, (v) to change the vary any method of, or basis basis, for, calculating the Final Redemption Amount, the Early Redemption Amount or the Optional Redemption Amount orAmount, in the case of Zero Coupon Notes, changes to including the method of calculating any the Amortised Face Amount or Zero Coupon Early Redemption Amount, as the case may be, (vi) to change vary the currency or currencies of payment or denomination of the Notes, (vii) to take any steps that as specified hereon may only be taken following approval by an Extraordinary Resolution to which the special quorum provisions apply or (viiviii) to modify the provisions concerning the quorum quorums required at any meeting of Noteholders or the majority required to pass an the Extraordinary Resolution, in which case the necessary quorum will shall be two or more persons holding or representing not less that 75 per cent., or at any adjourned meeting not less than 75% 25 per cent., in nominal amount of the Notes for the time being outstanding. Any Extraordinary Resolution duly passed shall be binding on Noteholders (whether or not they were present at the meeting at which such resolution was passed)) and on all Couponholders. A Written Resolution These Conditions may be amended, modified or Electronic Consent shall take effect as if it were an Extraordinary Resolution. The provisions set out varied in these Conditions relating relation to any Series of Notes by the powers terms of meetings and notification of Extraordinary Resolutions shall apply mutatis mutandis the relevant Pricing Supplement in relation to Written Resolutions or Electronic Consentsuch Series.

MEETINGS OF NOTEHOLDERS. As the Notes will be issued outside of the Republic of France within the meaning of Article L. 228-90 of the French Commercial Code, and as the Notes are governed by, and shall be construed in accordance with, English law, the provisions of the French Commercial Code relating to the masse will not apply to the Noteholders. The Agency Agreement contains provisions for convening meetings (including by way of conference call or by use of a videoconference platform) of Noteholders to consider matters any matter affecting their interests, including the modification of any of these Conditions insofar as they may apply to the Notes. Any such modifications may be made if sanctioned sanctioning by an Extraordinary Resolution (as defined in the Agency Agreement) of Noteholders (save where a modification of any of these Conditions provide that they may be modified otherwise than by Extraordinary Resolution)Conditions. Such a meeting may be convened by Noteholders holding not less than 10% 10 per cent. in nominal amount of the Notes for the time being outstanding. The quorum for any meeting convened to consider an Extraordinary Resolution shall be two or more persons holding or representing a clear majority in nominal amount of the Notes for the time being outstanding, or at any adjourned meeting two or more persons being or representing Noteholders whatever the nominal amount of the Notes held or represented, unless the business of such meeting includes the consideration of proposals, inter alia, (i) to amend the dates of maturity or redemption of any of the Notes or Notes, any date for payment of interest or Interest Amounts on the Notes, (ii) to reduce or cancel the nominal amount of, or any premium payable on redemption of of, the Notes, (iii) to reduce the rate or rates of interest in respect of the Notes or 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, (iv) if a Minimum and/or a Maximum Rate of Interest or Redemption Amount applies to any Notes and is specified in the applicable Pricing Supplementshown hereon, to reduce any such Minimum and/or such Maximum Rate of InterestMaximum, (v) to change the vary any method of, or basis for, calculating the Final Redemption Amount, the Early Redemption Amount or the Optional Redemption Amount orAmount, in the case of Zero Coupon Notes, changes to including the method of calculating any the Amortised Face Amount or Zero Coupon Early Redemption Amount, as the case may be, (vi) to change vary the currency or currencies of payment or denomination of the Notes, or (vii) to modify the provisions concerning the quorum required at any meeting of Noteholders or the majority required to pass an the Extraordinary Resolution, or (viii) to modify or cancel the Guarantee, in which case the necessary quorum will shall be two or more persons holding or representing not less than 75% 75 per cent. or at any adjourned meeting not less than 25 per cent. in nominal amount of the Notes for the time being outstanding. Any Extraordinary Resolution duly passed shall be binding on Noteholders (whether or not they were present at the meeting at which such resolution was passed)) and on all Couponholders. The Agency Agreement provides that a resolution in writing signed by or on behalf of the holders of not less than 90 per cent. in nominal amount of the Notes outstanding shall for all purposes be as valid and effective as an Extraordinary Resolution passed at a meeting of Noteholders duly convened and held. Such a resolution in writing may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Noteholders. A Written Resolution or Electronic Consent modification of any of these Conditions in accordance with Condition 5(c) (Benchmark Discontinuation) shall take effect as if it were not require sanction by an Extraordinary Resolution. The provisions set out in these Conditions relating to the powers Resolution of meetings and notification of Extraordinary Resolutions shall apply mutatis mutandis to Written Resolutions or Electronic ConsentNoteholders.

MEETINGS OF NOTEHOLDERS. As the Notes will be issued outside of the Republic of France within the meaning of Article L. 228-90 of the French Commercial Code, and as the Notes are governed by, and shall be construed in accordance with, English law, the provisions of the French Commercial Code relating to the masse will not apply to the Noteholders. The Agency Agreement contains provisions for convening meetings (including by way of conference call or by use of a videoconference platform) of Noteholders to consider matters affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of any of these Conditions or any provisions of the Agency Agreement insofar as they may apply it relates to the Subordinated Notes. Any such modifications may be made if sanctioned by an Extraordinary Resolution (as defined in the Agency Agreement) of Noteholders (save where these Conditions provide that they may be modified otherwise than by Extraordinary Resolution). Such a meeting may be convened by Noteholders holding not less than 10% in nominal principal amount of the Subordinated Notes for the time being outstanding. The quorum for any meeting convened to consider an Extraordinary Resolution shall other than one relating to a Reserved Matter (as defined below) will be two or more persons holding or representing a clear majority in nominal principal amount of the Subordinated Notes for the time being outstanding, or at any adjourned meeting two or more persons being holding or representing Noteholders whatever the nominal principal amount of the Subordinated Notes held or represented, unless the business of such meeting includes the consideration of proposals, inter alia, (each a "Reserved Matter") (i) to amend the dates of maturity or redemption of any of the Notes or change any date fixed for payment of interest principal or Interest Amounts on the Notes, (ii) to reduce or cancel the nominal amount or any premium payable on redemption of the Notes, (iii) to reduce the rate or rates of interest in respect of the Notes or Subordinated Notes, to vary reduce the method or basis of calculating the rate or rates or amount of principal or interest or the basis for calculating payable on any Interest Amount date in respect of the Notes, (iv) if a Minimum and/or a Maximum Rate of Interest Subordinated Notes or Redemption Amount applies to any Notes and is specified in the applicable Pricing Supplement, to reduce any such Minimum and/or such Maximum Rate of Interest, (v) to change the method of, or basis for, calculating the Final Redemption Amount, the Early Redemption Amount or the Optional Redemption Amount or, in the case of Zero Coupon Notes, changes to alter the method of calculating the amount of any Amortised Face Amount payment in respect of the Subordinated Notes on redemption or Zero Coupon Early Redemption Amountmaturity or the date for any such payment; (ii) to effect the exchange or substitution of the Subordinated Notes for, as or the case may beconversion of the Subordinated Notes into, shares, bonds or other obligations or securities of the Issuer or any other person or body corporate formed or to be formed; (viiii) to change the currency or currencies of payment or denomination in which amounts due in respect of the Notes, or Subordinated Notes are payable; (viiiv) to modify the provisions concerning change the quorum required at any meeting of Noteholders or the majority required to pass an Extraordinary Resolution; or (v) to change or modify any of the preceding Reserved Matters, in which case the necessary quorum will be two or more persons holding or representing not less than 75% %, or at any adjourned meeting not less than 25%, in principal amount of the Subordinated Notes for the time being outstanding. An "Extraordinary Resolution" is defined in the Agency Agreement to mean a resolution passed at a meeting of Noteholders duly convened and held in accordance with these provisions by a majority of at least 75% of the votes cast. A written resolution of holders of not less than 90% in principal amount of the Subordinated Notes for the time being outstanding shall take effect as an Extraordinary Resolution for all purposes. Any Extraordinary Resolution duly passed shall be binding on all Noteholders (whether or not they were present or represented at the meeting at which such resolution was passed). A Written Resolution or Electronic Consent shall take effect as if it were an Extraordinary Resolution. The provisions set out in these Conditions relating to the powers of meetings and notification of Extraordinary Resolutions shall apply mutatis mutandis to Written Resolutions or Electronic Consent.

MEETINGS OF NOTEHOLDERS. As the Notes will be issued outside of the Republic of France within the meaning of Article L. 228-90 of the French Commercial Code, and as the Notes are governed by, and shall be construed in accordance with, English law, the provisions of the French Commercial Code relating to the masse will not apply to the Noteholders. The Agency Agreement contains provisions for convening meetings (including by way of conference call or by use of a videoconference platform) of Noteholders to consider matters any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of any of these Conditions insofar as they may apply to the Notes. Any such modifications may be made if sanctioned by an Extraordinary Resolution (as defined in the Agency Agreement) of Noteholders (save where these Conditions provide that they may be modified otherwise than by Extraordinary Resolution)Conditions. Such a meeting may be convened by Noteholders holding not less than 10% 10 per cent. in nominal principal amount of the Notes for the time being outstanding. The quorum for any meeting convened to consider an Extraordinary Resolution shall be two one or more persons holding or representing a clear majority in nominal principal amount of the Notes for the time being outstanding, or at any adjourned meeting two one or more persons being or representing Noteholders whatever the nominal principal amount of the Notes held or represented, unless the business of such meeting includes the consideration of proposals, inter alia, (i) to amend the dates of maturity or redemption of any of the Notes or any date for payment of interest or Interest Amounts on the Notes, (ii) to reduce or cancel the nominal principal amount of, or any premium payable on redemption of of, the Notes, (iii) to reduce the rate or rates of interest in respect of the Notes or 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, (iv) if a Minimum and/or a Maximum Rate of Interest or Redemption Amount applies to any Notes and is specified shown in the applicable Pricing Supplementrelevant Final Terms, to reduce any such Minimum and/or such Maximum Rate of InterestMaximum, (v) to change the vary any method of, or basis for, calculating the Final Redemption Amount, the Early Redemption Amount or the Optional Redemption Amount orAmount, in the case of Zero Coupon Notes, changes to including the method of calculating any the Amortised Face Amount or Zero Coupon Early Redemption Amount, as the case may be, (vi) to change vary the currency or currencies of payment or denomination of the Notes, or (vii) to modify the provisions concerning the quorum required at any meeting of Noteholders or the majority required to pass an the Extraordinary Resolution, in which case the necessary quorum will shall be two or more persons holding or representing not less than 75% 75 per cent. or at any adjourned meeting not less than 25 per cent. in principal amount of the Notes for the time being outstanding. Any Extraordinary Resolution duly passed shall be binding on Noteholders (whether or not they were present at the meeting at which such resolution was passed)) and on all Couponholders. A Written Resolution The Agency Agreement provides that a resolution in writing signed by or Electronic Consent on behalf of the holders of not less than 75 per cent. in principal amount of the Notes outstanding shall take effect for all purposes be as if it were valid and effective as an Extraordinary ResolutionResolution passed at a meeting of Noteholders duly convened and held. The provisions set out Such a resolution in these Conditions relating to writing may be contained in one document or several documents in the powers same form, each signed by or on behalf of meetings and notification of Extraordinary Resolutions shall apply mutatis mutandis to Written Resolutions one or Electronic Consentmore Noteholders.

MEETINGS OF NOTEHOLDERS. As the Notes will be issued outside of the Republic of France within the meaning of Article L. 228-90 of the French Commercial Code, and as the Notes are governed by, and shall be construed in accordance with, English law, the provisions of the French Commercial Code relating to the masse will not apply to the Noteholders. The Agency Agreement contains provisions for convening meetings (including by way of conference call or by use of a videoconference platform) of Noteholders to consider matters any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of any of these Conditions insofar as they may apply to the Notes. Any such modifications may be made if sanctioned by an Extraordinary Resolution (as defined in the Agency Agreement) of Noteholders (save where these Conditions provide that they may be modified otherwise than by Extraordinary Resolution)Conditions. Such a meeting may be convened by Noteholders holding not less than 10% 10 per cent in nominal amount of the Notes for the time being outstanding. The quorum for any meeting convened to consider an Extraordinary extraordinary Resolution shall be two or more persons holding or representing a clear majority in nominal amount of the Notes for the time being outstanding, or at any adjourned meeting two or more persons being or representing Noteholders whatever the nominal amount of the Notes held or represented, unless the business of such meeting includes the consideration of proposals, inter alia, (i) to amend the dates of maturity or redemption of the Notes, any of the Notes Instalment Date or any date for payment of interest or Interest Amounts on the Notes, (ii) to reduce or cancel the nominal amount of, or any Instalment Amount of, or any premium payable on redemption of of, the Notes, (iii) to reduce the rate or rates of interest in respect of the Notes or to vary the method or on basis of calculating the rate or rates or amount of interest or the basis for calculating any Interest Amount in respect of the Notes, (iv) if a Minimum and/or a Maximum Rate of Interest Interest, Instalment Amount or Redemption Amount applies to any Notes and is specified in the applicable Pricing Supplementshown hereon, to reduce any such Minimum and/or such Maximum Rate of InterestMaximum, (v) to change the vary any method of, or basis basis, for, calculating the Final Redemption Amount, the Early Redemption Amount or the Optional Redemption Amount orAmount, in the case of Zero Coupon Notes, changes to including the method of calculating any the Amortised Face Amount or Zero Coupon Early Redemption Amount, as the case may be, (vi) to change vary the currency or currencies of payment or denomination of the Notes, (vii) to take any steps that as specified hereon may only be taken following approval by an Extraordinary Resolution to which the special quorum provisions apply or (viiviii) to modify the provisions concerning the quorum quorums required at any meeting of Noteholders or the majority required to pass an the Extraordinary Resolution, in which case the necessary quorum will shall be two or more persons holding or representing not less that 75 per cent., or at any adjourned meeting not less than 75% 25 per cent., in nominal amount of the Notes for the time being outstanding. Any Extraordinary Resolution duly passed shall be binding on Noteholders (whether or not they were present at the meeting at which such resolution was passed). A Written Resolution or Electronic Consent shall take effect as if it were an Extraordinary Resolution. The provisions set out in these Conditions relating to the powers of meetings ) and notification of Extraordinary Resolutions shall apply mutatis mutandis to Written Resolutions or Electronic Consenton all Couponholders.

MEETINGS OF NOTEHOLDERS. As the Notes will be issued outside of the Republic of France within the meaning of Article L. 228-90 of the French Commercial Code, and as the Notes are governed by, and shall be construed in accordance with, English law, the provisions of the French Commercial Code relating to the masse will not apply to the Noteholders. The Agency Agreement Trust Deed contains provisions for convening meetings (including by way of conference call or by use of a videoconference platform) of Noteholders to consider matters any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of any of these Conditions insofar as they may apply or any provisions of the Trust Deed. The quorum for any meeting convened to the Notes. Any such modifications may be made if sanctioned by consider a resolution other than an Extraordinary Resolution (as defined shall be two or more persons holding or representing in the Agency Agreement) of Noteholders (save where these Conditions provide that they may be modified otherwise than by Extraordinary Resolution). Such a meeting may be convened by Noteholders holding aggregate not less than 10% one-tenth in nominal principal amount of the Notes for the time being outstanding. The , and the quorum for any meeting convened to consider an Extraordinary Resolution shall be two or more persons holding or representing a clear majority in nominal principal amount of the Notes for the time being outstanding, or at any adjourned meeting two or more persons being or representing Noteholders whatever the nominal principal amount of the Notes held or represented, unless the business of such meeting includes the consideration of proposals, inter alia, (i) to amend the dates of maturity or redemption of the Notes, any of the Notes Instalment Date or any date for payment of interest or Interest Amounts on the Notes, (ii) to reduce or cancel the nominal principal amount of, or any Instalment Amount of, or any premium payable on redemption of of, the Notes, (iii) to reduce the rate or rates of interest in respect of the Notes or 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, (iv) if a Minimum and/or a Maximum Rate of Interest Rate, Instalment Amount or Redemption Amount applies to any Notes and is specified in the applicable Pricing Supplement, to reduce any such Minimum and/or such Maximum Rate of InterestMaximum, (v) to change the vary any method of, or basis for, calculating the Final Redemption Amount, the Early Redemption Amount or the Optional Redemption Amount or, in the case of Zero Coupon Notes, changes to including the method of calculating any the Amortised Face Amount or Zero Coupon Early Redemption Amount, as the case may be, (vi) to change vary the currency or currencies of payment or denomination of the Notes, (vii) to take any steps that as specified in the Pricing Supplement may only be taken following approval by an Extraordinary Resolution to which the special quorum provisions apply, or (viiviii) to modify the provisions concerning the quorum required at any meeting of Noteholders or the majority required to pass an the Extraordinary Resolution, in which case the necessary quorum will shall be two or more persons holding or representing not less than 75% two-thirds or at any adjourned meeting not less than one third in principal amount of the Notes for the time being outstanding. Any Extraordinary Resolution resolution duly passed shall be binding on Noteholders (whether or not they were present at the meeting at which such resolution was passed)) and on all Couponholders. A Written Resolution The expression “Extraordinary Resolution” means a resolution passed at a meeting of Noteholders duly convened by a majority consisting of not less than three-quarters of the votes cast. All other resolutions shall be passed at a meeting of Noteholders duly convened by a clear majority of the votes cast. The Trust Deed provides that a resolution in writing signed by, or Electronic Consent on behalf of, the holders of not less than 90% in principal amount of Notes who for the time being are entitled to receive notice of a meeting shall take effect for all purposes be as if it were valid and effective as an Extraordinary Resolution. The provisions set out in these Conditions relating to the powers Resolution passed at a meeting of meetings such Noteholders duly convened and notification of Extraordinary Resolutions shall apply mutatis mutandis to Written Resolutions or Electronic Consentheld.

MEETINGS OF NOTEHOLDERS. As the Notes will be issued outside of the Republic of France within the meaning of Article L. 228-90 of the French Commercial Code, and as the Notes are governed by, and shall be construed in accordance with, English law, the provisions of the French Commercial Code relating to the masse will not apply to the Noteholders. The Agency Agreement contains provisions for convening meetings (which may be physical or virtual meetings, including meetings held by way of conference call or by use of on a videoconference platform) of Noteholders to consider matters any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of any of these Conditions insofar as they may apply to the Notes. Any such modifications may be made if sanctioned by an Extraordinary Resolution (as defined in the Agency Agreement) of Noteholders (save where these Conditions provide that they may be modified otherwise than by Extraordinary Resolution)Conditions. Such a meeting may be convened by Noteholders holding not less than 10% 10 per cent. in nominal principal amount of the Notes for the time being outstanding. The quorum for any meeting convened to consider an Extraordinary Resolution shall be two one or more persons holding or representing a clear majority in nominal principal amount of the Notes for the time being outstanding, or at any adjourned meeting two one or more persons being or representing Noteholders whatever the nominal principal amount of the Notes held or represented, unless the business of such meeting includes the consideration of proposals, inter alia, (i) to amend the dates of maturity or redemption of any of the Notes or any date for payment of interest or Interest Amounts on the Notes, (ii) to reduce or cancel the nominal principal amount of, or any premium payable on redemption of of, the Notes, (iii) to reduce the rate or rates of interest in respect of the Notes or 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, (iv) if a Minimum and/or a Maximum Rate of Interest or Redemption Amount applies to any Notes and is specified shown in the applicable Pricing Supplementrelevant Final Terms, to reduce any such Minimum and/or such Maximum Rate of InterestMaximum, (v) to change the vary any method of, or basis for, calculating the Final Redemption Amount, the Early Redemption Amount or the Optional Redemption Amount orAmount, in the case of Zero Coupon Notes, changes to including the method of calculating any the Amortised Face Amount or Zero Coupon Early Redemption Amount, as the case may be, (vi) to change vary the currency or currencies of payment or denomination of the Notes, or (vii) to modify the provisions concerning the quorum required at any meeting of Noteholders or the majority required to pass an the Extraordinary Resolution, in which case the necessary quorum will shall be two or more persons holding or representing not less than 75% 75 per cent. or at any adjourned meeting not less than 25 per cent. in principal amount of the Notes for the time being outstanding. Any Extraordinary Resolution duly passed shall be binding on Noteholders (whether or not they were present at the meeting at which such resolution was passed)) and on all Couponholders. The Agency Agreement provides that a resolution in writing signed by or on behalf of the holders of not less than 75 per cent. in principal amount of the Notes outstanding shall for all purposes be as valid and effective as an Extraordinary Resolution passed at a meeting of Noteholders duly convened and held. Such a resolution in writing may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Noteholders. A Written Resolution or Electronic Consent shall take effect as if it were modification of any of these Conditions in accordance with Condition 6(c) (Benchmark Discontinuation) does not need to be approved by an Extraordinary Resolution. The provisions set out Resolution of Noteholders in these Conditions relating order to the powers of meetings and notification of Extraordinary Resolutions shall apply mutatis mutandis to Written Resolutions or Electronic Consentbe effective.

MEETINGS OF NOTEHOLDERS. As the Notes will be issued outside of the Republic of France within the meaning of Article L. 228-90 of the French Commercial Code, and as the Notes are governed by, and shall be construed in accordance with, English law, the provisions of the French Commercial Code relating to the masse will not apply to the Noteholders. The Agency Agreement Trust Deed contains provisions for convening meetings of Noteholders (including which need not be a physical meeting and may be by way of conference call or call, including by use of a videoconference platformplatform or similar) of Noteholders to consider matters any matter affecting their interests, including any modification of, or any arrangement in respect of, the modification Notes or the Trust Deed. Noteholders will be entitled to one vote per U.S.$1,000 in principal amount of any of these Conditions insofar as they may apply to the Notes. Any such modifications may be made if sanctioned Notes held by an Extraordinary Resolution (as defined in the Agency Agreement) of Noteholders (save where these Conditions provide that they may be modified otherwise than by Extraordinary Resolution)them. Such a meeting may be convened by Noteholders the Issuer or the Trustee and shall be convened by the Trustee, subject to its being indemnified and/or secured and/or prefunded to its satisfaction, upon the request in writing of holders of the Notes holding not less than 10% one tenth of the aggregate principal amount of the outstanding Notes or when it considers it necessary to determine compliance with any covenant under the Notes. The Trust Deed provides that special quorum provisions apply for meetings of Noteholders convened for the purpose of, inter alia (i) altering the terms and conditions relating to the maturity, redemption, prepayment and repayment (including, without prejudice to the generality of the foregoing, Condition 4) or postponing any date for payment of interest, (ii) reducing the principal amount of the Notes, (iii) varying the amounts corresponding to interest or principal payable in nominal respect of the Notes or the method of determining such payments in respect of the Notes, (iv) varying the currency in which payments under the Notes are to be made, (v) amending the provisions of Schedule 3 of the Trust Deed concerning the quorum required at any meeting of the Noteholders or any adjourned such meeting thereof or concerning the majority required to pass an Extraordinary Resolution or (vi) amending the proviso to paragraph 6 of Schedule 3 of the Trust Deed, in which case the necessary quorum will be one or more persons holding or representing not less than 75 per cent, or at any adjourned meeting not less than one-half, in principal amount of the Notes for the time being outstanding. Any resolution duly passed at a meeting of Noteholders will be binding on all the Noteholders, whether present or not. The quorum for any meeting convened to consider an Extraordinary Resolution shall be two Trust Deed provides that a resolution in writing signed by or more persons holding or representing a clear majority on behalf of the holders of not less than 75 per cent. in nominal principal amount of the Notes outstanding shall for the time being outstanding, or all purposes be as valid and effective as an Extraordinary Resolution passed at any adjourned meeting two or more persons being or representing Noteholders whatever the nominal amount of Notes held or represented, unless the business of such meeting includes the consideration of proposals, inter alia, (i) to amend the dates of maturity or redemption of any of the Notes or any date for payment of interest or Interest Amounts on the Notes, (ii) to reduce or cancel the nominal amount or any premium payable on redemption of the Notes, (iii) to reduce the rate or rates of interest in respect of the Notes or 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, (iv) if a Minimum and/or a Maximum Rate of Interest or Redemption Amount applies to any Notes and is specified in the applicable Pricing Supplement, to reduce any such Minimum and/or such Maximum Rate of Interest, (v) to change the method of, or basis for, calculating the Final Redemption Amount, the Early Redemption Amount or the Optional Redemption Amount or, in the case of Zero Coupon Notes, changes to the method of calculating any Amortised Face Amount or Zero Coupon Early Redemption Amount, as the case may be, (vi) to change the currency or currencies of payment or denomination of the Notes, or (vii) to modify the provisions concerning the quorum required at any meeting of Noteholders duly convened and held. Such a resolution in writing may be contained in one document or several documents in the majority required to pass an Extraordinary Resolutionsame form, in which case the necessary quorum will be two each signed by or on behalf of one or more persons holding or representing not less than 75% of the Notes for the time being outstanding. Any Extraordinary Resolution duly passed shall be binding on Noteholders (whether or not they were present at the meeting at which such resolution was passed). A Written Resolution or Electronic Consent shall take effect as if it were an Extraordinary Resolution. The provisions set out in these Conditions relating to the powers of meetings and notification of Extraordinary Resolutions shall apply mutatis mutandis to Written Resolutions or Electronic ConsentNoteholders.

MEETINGS OF NOTEHOLDERS. As the Notes will be issued outside of the Republic of France within the meaning of Article L. 228-90 of the French Commercial Code, and as the Notes are governed by, and shall be construed in accordance with, English law, the provisions of the French Commercial Code relating to the masse will not apply to the Noteholders. The Agency Agreement Trust Deed contains provisions for convening meetings (including by way of conference call or by use of a videoconference platform) of Noteholders to consider matters affecting their interestsrelating to the Notes, including the modification of any provision of these Conditions insofar as they may apply to Conditions, the NotesAgency Agreement or the Trust Deed. Any such modifications modification may be made if sanctioned by an Extraordinary Resolution (as defined in the Agency Agreement) of Noteholders (save where these Conditions provide that they may be modified otherwise than by Extraordinary Resolution). Such a meeting may be convened by the Issuer or by the Trustee and shall be convened by the Trustee upon the request in writing of Noteholders holding not less than 10% in nominal one-tenth of the aggregate principal amount of the outstanding Notes for and subject to the time Trustee being outstandingindemnified and/or secured and/or pre-funded to its satisfaction against all costs and expenses. The quorum for at any meeting convened to consider vote on an Extraordinary Resolution shall will be two or more persons holding or representing a clear majority in nominal more than half of the aggregate principal amount of the outstanding Notes for the time being outstandingor, or at any adjourned meeting meeting, two or more persons being or representing Noteholders whatever the nominal principal amount of the Notes held or represented; provided, unless the business of such meeting includes the consideration of proposalshowever, inter alia, that certain proposals (i) including any proposal to amend the dates of maturity or redemption of any of the Notes or change any date fixed for payment of principal or interest or Interest Amounts on the Notes, (ii) to reduce or cancel the nominal amount or any premium payable on redemption in respect of the Notes, (iii) to reduce the rate amount of principal or rates interest payable on any date in respect of interest the Notes, to alter the method of calculating the amount of any payment in respect of the Notes or the date for any such payment, to vary effect the method exchange, conversion or basis of calculating the rate or rates or amount of interest or the basis for calculating any Interest Amount in respect substitution of the Notes, (iv) if a Minimum and/or a Maximum Rate of Interest Notes for other obligations or Redemption Amount applies to any Notes and is specified in the applicable Pricing Supplementsecurities, to reduce any such Minimum and/or such Maximum Rate of Interestamend Condition 3 (Covenants), (v) to change the method of, or basis for, calculating the Final Redemption Amount, the Early Redemption Amount or the Optional Redemption Amount or, in the case of Zero Coupon Notes, changes to the method of calculating any Amortised Face Amount or Zero Coupon Early Redemption Amount, as the case may be, (vi) to change the currency of payments under the Notes or currencies of payment or denomination of the Notes, or (vii) to modify the provisions concerning change the quorum required at any meeting of Noteholders requirements relating to meetings or the majority required to pass an Extraordinary ResolutionResolution (each, in a “Reserved Matter”)) may only be sanctioned by an Extraordinary Resolution passed at a meeting of Noteholders at which case the necessary quorum will be two or more persons holding or representing not less than 75% two-thirds or, at any adjourned meeting, one-third of the aggregate principal amount of the outstanding Notes for the time being outstandingform a quorum. Any Extraordinary Resolution duly passed at any such meeting shall be binding on all the Noteholders, whether present or not. In addition, a resolution in writing signed by or on behalf of Noteholders, who for the time being are entitled to receive notice of a meeting of Noteholders (whether or under the Trust Deed, holding not they were present at less than 90 per cent. in nominal amount of the meeting at which such resolution was passed). A Written Resolution or Electronic Consent shall Notes outstanding, will take effect as if it were an Extraordinary Resolution. The provisions set out Such a resolution in these Conditions relating to writing may be contained in one document or several documents in the powers same form, each signed by or on behalf of meetings and notification of Extraordinary Resolutions shall apply mutatis mutandis to Written Resolutions one or Electronic Consentmore Noteholders.

MEETINGS OF NOTEHOLDERS. As the Notes will be issued outside of the Republic of France within the meaning of Article L. 228-90 of the French Commercial Code, and as the Notes are governed by, and shall be construed in accordance with, English law, the provisions of the French Commercial Code relating to the masse will not apply to the Noteholders. The Agency Agreement contains provisions for convening meetings (including by way of conference call or by use of a videoconference platform) of Noteholders to consider matters any matter affecting their interests, including the modification of any of these Conditions insofar as they may apply to the Notes. Any such modifications may be made if sanctioned sanctioning by an Extraordinary Resolution (as defined in the Agency Agreement) of Noteholders (save where a modification of any of these Conditions provide that they may be modified otherwise than by Extraordinary Resolution)Conditions. Such a meeting may be convened by Noteholders holding not less than 10% 10 per cent. in nominal amount of the Notes for the time being outstanding. The quorum for any meeting convened to consider an Extraordinary Resolution shall be two or more persons holding or representing a clear majority in nominal amount of the Notes for the time being outstanding, or at any adjourned meeting two or more persons being or representing Noteholders whatever the nominal amount of the Notes held or represented, unless the business of such meeting includes the consideration of proposals, inter alia, (i) to amend the dates of maturity or redemption of the Notes, any of the Notes Instalment Date or any date for payment of interest or Interest Amounts on the Notes, (ii) to reduce or cancel the nominal amount of, or any Instalment Amount of, or any premium payable on redemption of of, the Notes, (iii) to reduce the rate or rates of interest in respect of the Notes or 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, (iv) if a Minimum and/or a Maximum Rate of Interest Interest, Instalment Amount or Redemption Amount applies to any Notes and is specified in the applicable Pricing Supplementshown hereon, to reduce any such Minimum and/or such Maximum Rate of InterestMaximum, (v) to change the vary any method of, or basis for, calculating the Final Redemption Amount, the Early Redemption Amount or the Optional Redemption Amount orAmount, in the case of Zero Coupon Notes, changes to including the method of calculating any the Amortised Face Amount or Zero Coupon Early Redemption Amount, as the case may be, (vi) to change vary the currency or currencies of payment or denomination of the Notes, Notes or (vii) to modify the provisions concerning the quorum required at any meeting of Noteholders or the majority required to pass an the Extraordinary Resolution, in which case the necessary quorum will shall be two or more persons holding or representing not less than 75% 75 per cent., or at any adjourned meeting not less than 25 per cent., in nominal amount of the Notes for the time being outstanding. Any Extraordinary Resolution duly passed shall be binding on Noteholders (whether or not they were present at the meeting at which such resolution was passed). A Written Resolution or Electronic Consent shall take effect as if it were an Extraordinary Resolution. The provisions set out in these Conditions relating to the powers of meetings ) and notification of Extraordinary Resolutions shall apply mutatis mutandis to Written Resolutions or Electronic Consenton all Couponholders.

MEETINGS OF NOTEHOLDERS. As the Notes will be issued outside of the Republic of France within the meaning of Article L. 228-90 of the French Commercial Code, and as the Notes are governed by, and shall be construed in accordance with, English law, the provisions of the French Commercial Code relating to the masse will not apply to the Noteholders. The Agency Agreement Trust Deed contains provisions for convening meetings (including by way of conference call or by use of a videoconference platform) of Noteholders of one or more Series of Notes to consider matters any matter affecting their interests, including the modification of any of these Conditions insofar as they may apply to the Notes. Any such modifications may be made if sanctioned sanctioning by an Extraordinary Resolution (as defined in the Agency AgreementTrust Deed) of Noteholders (save where a modification of any of these Conditions provide that they may be modified otherwise than by Extraordinary Resolution)or any provisions of the Trust Deed. Such a meeting may be convened by Noteholders holding not less than 10% 10 per cent in nominal amount of the affected Series of Notes for the time being outstanding. The quorum for any meeting convened to consider an Extraordinary Resolution shall be two or more persons holding or representing a clear majority one more than 50 per cent. in nominal amount of the affected Series of Notes for the time being outstanding, or at any adjourned meeting two one or more persons being or representing Noteholders whatever the nominal amount of the affected Series of Notes held or represented, unless the business of such meeting includes the consideration of proposals, inter alia, : (i) to amend the dates of maturity or redemption of the Notes, any of the Notes Instalment Date or any date for payment of interest or Interest Amounts on the Notes, ; (ii) to reduce or cancel the nominal amount of, or any Instalment Amount of, or any premium payable on redemption of of, the Notes, ; (iii) to reduce the rate or rates of interest in respect of the Notes or 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, ; (iv) if a Minimum and/or a Maximum Rate of Interest Interest, Instalment Amount or Redemption Amount applies to any Notes and is specified shown in the applicable Pricing SupplementFinal Terms, to reduce any such Minimum and/or such Maximum Rate of Interest, Maximum; (v) to change the vary any method of, or basis for, calculating the Final Redemption Amount, the Early Redemption Amount or the Optional Redemption Amount orAmount, in the case of Zero Coupon Notes, changes to including the method of calculating any the Amortised Face Amount or Zero Coupon Early Redemption Amount, as the case may be, ; (vi) to change vary the currency or currencies of payment or denomination of the Notes; (vii) to sanction the exchange or substitution for the Notes of, or the conversion of the Notes into, shares, bonds or other obligations or securities of the Relevant Issuer, whether or not those rights arise under the Trust Deed; or (viiviii) to modify the provisions concerning the quorum required at any meeting of Noteholders or the majority required to pass an the Extraordinary Resolution, in which case the necessary quorum will shall be two or more persons holding or representing not less than 75% 75 per cent, or at any adjourned meeting not less than 25 per cent, in nominal amount of the affected Series of Notes for the time being outstanding. Any Extraordinary Resolution duly passed shall be binding on all Noteholders (whether or not they were present at the meeting at which such resolution was passed)) and on all Couponholders. A Written Resolution The Trust Deed provides that a resolution in writing signed by or Electronic Consent on behalf of the holders of not less than 75 per cent. in nominal amount of the Notes outstanding shall take effect for all purposes be as if it were valid and effective as an Extraordinary ResolutionResolution passed at a meeting of affected Series of Noteholders duly convened and held. The provisions set out Such a resolution in these Conditions relating to writing may be contained in one document or several documents in the powers same form, each signed by or on behalf of meetings and notification of Extraordinary Resolutions shall apply mutatis mutandis to Written Resolutions one or Electronic Consentmore Noteholders.

MEETINGS OF NOTEHOLDERS. As the Notes will be issued outside of the Republic of France within the meaning of Article L. 228-90 of the French Commercial Code, and as the Notes are governed by, and shall be construed in accordance with, English law, the provisions of the French Commercial Code relating to the masse will not apply to the Noteholders. The Agency Agreement Trust Deed contains provisions for convening meetings (including by way of conference call or by use of a videoconference platform) of Noteholders to consider matters any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of any of these Conditions insofar as they may apply to or any provisions of the Notes. Any such modifications may be made if sanctioned by an Extraordinary Resolution (as defined in the Agency Agreement) of Noteholders (save where these Conditions provide that they may be modified otherwise than by Extraordinary Resolution)Trust Deed. Such a meeting may be convened by Noteholders holding not less than 10% 10 per cent. in nominal amount of the Notes for the time being outstanding. The quorum for any meeting convened to consider an Extraordinary Resolution shall be two or more persons holding or representing a clear majority in nominal amount of the Notes for the time being outstanding, or at any adjourned meeting two or more persons being or representing Noteholders whatever the nominal amount of the Notes held or represented, unless the business of such meeting includes the consideration of proposals, inter alia, (i) to amend the dates of maturity or redemption of the Notes, any of the Notes Instalment Date or any date for payment of interest or Interest Amounts on the Notes, (ii) to reduce or cancel the nominal amount of, or any Instalment Amount of, or any premium payable on redemption of of, the Notes, (iii) to reduce the rate or rates of interest in respect of the Notes or 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, (iv) if a Minimum and/or a Maximum Rate of Interest Interest, Instalment Amount or Redemption Amount applies to any Notes and is specified shown in the applicable Pricing Supplement, relevant Offering Circular Supplement to reduce any such Minimum and/or such Maximum Rate of InterestMaximum, (v) to change the vary any method of, or basis for, calculating the Final Redemption Amount, the Early Redemption Amount or the Optional Redemption Amount or, in the case of Zero Coupon Notes, changes to including the method of calculating any the Amortised Face Amount or Zero Coupon Early Redemption Amount, as the case may be, (vi) to change vary the currency or currencies of payment or denomination of the Notes, or (vii) to take any steps that as specified in the relevant Offering Circular Supplement may only be taken following approval by an Extraordinary Resolution to which the special quorum provisions apply, (viii) to modify the provisions concerning the quorum required at any meeting of Noteholders or the majority required to pass an the Extraordinary Resolution, (ix) to modify the provisions of the Trust Deed concerning this exception or (x) to modify certain provisions of Condition 4, in which case the necessary quorum will shall be two or more persons holding or representing not less than 75% 75 per cent. or at any adjourned meeting not less than 25 per cent. in nominal amount of the Notes for the time being outstanding. Any Extraordinary Resolution duly passed shall be binding on Noteholders (whether or not they were present at the meeting at which such resolution was passed)) and on all Couponholders. A Written Resolution These Conditions may be amended, modified or Electronic Consent shall take effect as if it were an Extraordinary Resolution. The provisions set out varied in these Conditions relating relation to the powers Notes by the terms of meetings and notification of Extraordinary Resolutions shall apply mutatis mutandis the relevant Supplemental Trust Deed or as provided in Condition 12(b) below in relation to Written Resolutions or Electronic Consentsuch Notes.

MEETINGS OF NOTEHOLDERS. As the Notes will be issued outside of the Republic of France within the meaning of Article L. 228-90 of the French Commercial Code, and as the Notes are governed by, and shall be construed in accordance with, English law, the provisions of the French Commercial Code relating to the masse will not apply to the Noteholders. The Agency Agreement contains provisions for convening meetings (including by way of conference call or by use of a videoconference platform) of Noteholders to consider matters any matter affecting their interests, including the modification of any of these Conditions insofar as they may apply to the Notes. Any such modifications may be made if sanctioned sanctioning by an Extraordinary Resolution (as defined in the Agency Agreement) of Noteholders (save where a modification of any of these Conditions provide that they may be modified otherwise than by Extraordinary Resolution)Conditions. Such a meeting may be convened by Noteholders holding not less than 10% 10.0 per cent. in nominal amount of the Notes for the time being outstanding. The quorum for any meeting convened to consider an Extraordinary Resolution shall be two or more persons holding or representing a clear majority in nominal amount of the Notes for the time being outstanding, or at any adjourned meeting two or more persons being or representing Noteholders whatever the nominal amount of the Notes held or represented, unless the business of such meeting includes the consideration of proposals, inter alia, (i) to amend the dates of maturity or redemption of any of the Notes or any date for payment of interest or Interest Amounts on the Notes, (ii) to reduce or cancel the nominal amount of, or any premium payable on redemption of of, the Notes, (iii) to reduce the rate or rates of interest in respect of the Notes or 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 (other than any amendment arising from the discontinuation of any interest rate benchmark used to determine the amount of any payment in respect of the Notes), (iv) if a Minimum and/or a Maximum Rate of Interest or Redemption Amount applies to any Notes and is specified in the applicable Pricing Supplementshown hereon, to reduce any such Minimum and/or such Maximum Rate of InterestMaximum, (v) to change the vary any method of, or basis for, calculating the Final Redemption Amount, the Early Redemption Amount or the Optional Redemption Amount orAmount, in the case of Zero Coupon Notes, changes to including the method of calculating any the Amortised Face Amount or Zero Coupon Early Redemption Amount, as the case may be, (vi) to change vary the currency or currencies of payment or denomination of the Notes, or (vii) to modify the provisions concerning the quorum required at any meeting of Noteholders or the majority required to pass an the Extraordinary Resolution, or (viii) to modify or cancel the Senior Guarantee or the Subordinated Guarantee, in which case the necessary quorum will shall be two or more persons holding or representing not less than 75% two thirds or at any adjourned meeting not less than one-third in nominal amount of the Notes for the time being outstanding. Any Extraordinary Resolution duly passed shall be binding on Noteholders (whether or not they were present at the meeting at which such resolution was passed)) and on all Couponholders. A Written Resolution The Agency Agreement provides that a resolution in writing signed by or Electronic Consent on behalf of the holders of not less than 75.0 per cent. in nominal amount of the Notes outstanding shall take effect for all purposes be as if it were valid and effective as an Extraordinary ResolutionResolution passed at a meeting of Noteholders duly convened and held. The provisions set out Such a resolution in these writing may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Noteholders. These Conditions relating may be amended, modified or varied in relation to any Series of Notes by the powers terms of meetings and notification of Extraordinary Resolutions shall apply mutatis mutandis the relevant Final Terms in relation to Written Resolutions or Electronic Consentsuch Series.