Common use of MiFID II Product Governance Clause in Contracts

MiFID II Product Governance. Solely for the purposes of the requirements of Article 9(8) of the MiFID Product Governance rules under EU Delegated Directive 2017/593 (the “Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the Product Governance Rules, each of the Underwriters that is subject to Directive 2014/65/EU (each a “MiFID Manufacturer” and together the “MiFID Manufacturers”) acknowledges to each other MiFID Manufacturer that it understands the responsibilities conferred upon it under the Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Securities and the related information set out in the Canadian Base Prospectus, Canadian Final Prospectus and Canadian Preliminary Prospectus in connection with the Securities. The Company and Underwriters note the application of the Product Governance Rules and acknowledge the target market and distribution channels identified as applying to the Securities by the MiFID Manufacturers and the related information set out in the Canadian Base Prospectus, Canadian Final Prospectus and Canadian Preliminary Prospectus in connection with the Securities.

MiFID II Product Governance. Solely for the purposes of the requirements of Article 9(8) of the MiFID MIFID Product Governance rules under EU Delegated Directive 2017/593 (the “Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the Product Governance Rules, : (a) each of the Underwriters that is subject to Directive 2014/65/EU Barclays Bank PLC, ▇▇▇▇▇▇▇ ▇▇▇▇▇ International and Deutsche Bank AG, London Branch (each a “MiFID Manufacturer” and together the “MiFID Manufacturers”) acknowledges to each other MiFID Manufacturer that it understands the responsibilities conferred upon it under the Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Securities Notes and the related information set out in the Canadian Base Prospectus, Canadian Final Prospectus and Canadian Preliminary Prospectus in connection with the Securities. The Notes; and (b) the Underwriters who are not deemed to be Manufacturers, the Issuers and the Company and Underwriters note the application of the Product Governance Rules and acknowledge the target market and distribution channels identified as applying to the Securities Notes by the MiFID Manufacturers and the related information set out in the Canadian Base Prospectus, Canadian Final Prospectus and Canadian Preliminary Prospectus in connection with the SecuritiesNotes.