Common use of Redemption at the Option of the Noteholders Clause in Contracts

Redemption at the Option of the Noteholders. This Condition 11.6 is applicable (if so specified in the relevant Final Terms) only in relation to Notes specified in the relevant Final Terms as being Unsubordinated Notes and references to “Notes” and “Noteholders” shall be construed accordingly. If the Put Option is specified in the relevant Final Terms as being applicable, upon the Holder of any Note giving to the Issuer no less than the minimum period nor more than the maximum period of notice specified in the relevant Final Terms, the Issuer shall, at the option of the Holder of any Note, redeem such Note on the Optional Redemption Date (Put) specified in the relevant Put Option Notice at the relevant Optional Redemption Amount (Put) together with interest (if any) accrued to (but excluding) such date. No Series of Subordinated Notes shall contain the Put Option. In order to exercise the option contained in this Condition 11.6, the Holder of a Note must, not less than 30 nor more than 60 days before the relevant Optional Redemption Date (Put), deposit with any Agent or the Registrar (in the case of Registered Notes) such Note together, in the case of Bearer Notes, with all unmatured Coupons relating thereto and a duly completed Put Option Notice in the form obtainable from any Agent. The Agent with which a Note is so deposited shall deliver a duly completed Put Option Receipt to the depositing Holder. No Note, once deposited with a duly completed Put Option Notice in accordance with this Condition 11.6, may be withdrawn; provided, however, that if, prior to the relevant Optional Redemption Date (Put), any such Note becomes immediately due and payable or, upon due presentation of any such Note on the relevant Optional Redemption Date (Put), payment of the redemption moneys is improperly withheld or refused, the relevant Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice and shall hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Put Option Receipt. For so long as any outstanding Note is held by an Agent in accordance with this Condition 11.6, the depositor of such Note and not such Agent shall be deemed to be the Holder of Note for all purposes.

Redemption at the Option of the Noteholders. This Condition 11.6 is applicable If a Put Event occurs, then the Noteholders shall have the option (if so specified in a “Put Option”) within 30 Business Days of a Put Event Notice (as defined below) being given to the relevant Final TermsNoteholders (the “Exercise Period”) only in relation to Notes specified in the relevant Final Terms as being Unsubordinated Notes and references to “Notes” and “Noteholders” shall be construed accordingly. If the Put Option is specified in the relevant Final Terms as being applicable, upon the Holder of any Note giving give to the Issuer no less than through a Paying Agent a Put Notice (as defined below) requiring the minimum period nor more than Issuer to redeem or purchase Notes held by such Noteholder on the maximum period Put Event Redemption Date (as defined below). The Issuer will, on such Put Event Redemption Date, redeem or repurchase at their principal amount outstanding, all, but not part only, of notice specified in the relevant Final TermsNotes which are the subject of the Put Notice, together with interest accrued and unpaid to but excluding the Put Event Redemption Date. Promptly upon the Issuer becoming aware that a Put Event has occurred, the Issuer shallshall give notice (a “Put Event Notice”) to the Noteholders in accordance with Condition 13 (Notices), at which notice shall (i) refer specifically to this Condition 8.3, (ii) describe in reasonable detail the option of event or circumstances resulting in the Holder of any NotePut Event, (iii) specify the Put Event Redemption Date and (iv) offer to redeem such Note or purchase, on the Optional Put Event Redemption Date (Put) specified in the relevant Put Option Notice Date, all Notes at the relevant Optional Redemption Amount (Put) their principal amount together with interest (if any) accrued thereon to (but excluding) such date. No Series of Subordinated Notes shall contain the Put Option. In order to exercise the option contained in this Condition 11.6, the Holder of a Note must, not less than 30 nor more than 60 days before the relevant Optional Event Redemption Date (Put), deposit with any Agent or the Registrar (in the case of Registered Notes) such Note together, in the case of Bearer Notes, with all unmatured Coupons relating thereto and a duly completed Put Option Notice in the form obtainable from any Agent. The Agent with which a Note is so deposited shall deliver a duly completed Put Option Receipt to the depositing Holder. No Note, once deposited with a duly completed Put Option Notice in accordance with this Condition 11.6, may be withdrawn; provided, however, that if, prior to the relevant Optional Redemption Date (Put), any such Note becomes immediately due and payable or, upon due presentation of any such Note on the relevant Optional Redemption Date (Put), payment of the redemption moneys is improperly withheld or refused, the relevant Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice and shall hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Put Option ReceiptDate. For so long as the Notes are listed on the regulated market of Euronext Dublin and the rules of such exchange so require, the Issuer shall also notify Euronext Dublin promptly of any outstanding Note is Put Event. The Issuer shall redeem or purchase on the Put Event Redemption Date all of the Notes held by an Agent in accordance with this Condition 11.6Noteholders that require the redemption at the price specified above. If any Noteholder does not require early redemption during the Exercise Period, the depositor of such Note and not such Agent Noteholder shall be deemed to have waived its rights under this Condition 8.3 to require early redemption of all Notes held by such Noteholder in respect of such Put Event but not in respect of any subsequent Put Event. To exercise the Put Option provided in this Condition 8.3, the holder of the Notes must deliver at the Specified Office of any Paying Agent, on any Business Day during the Exercise Period, a duly signed and completed notice of exercise in the form (for the time being current and which may, if such Notes are held in a clearing system, be in any form acceptable to such clearing system and may be delivered in any manner acceptable to such clearing system) obtainable from the Holder Specified Office of any Paying Agent (a “Put Notice”) and in which the holder must specify a bank account to which payment is to be made under this Condition 8.3 accompanied by such Notes or evidence satisfactory to the Paying Agent concerned that such Notes will, following the delivery of the Put Notice, be held to its order or under its control. Upon delivery of a Put Notice and up to and including the Put Event Redemption Date, no transfer of title to the Notes for which the Put Option has been delivered will be allowed. A Put Notice given by a holder of any Note for all purposesshall be irrevocable except where, prior to the Put Event Redemption Date, an Event of Default has occurred and is continuing in which event such holder, at its option, may elect by notice to the Issuer to withdraw the Put Notice.

Redemption at the Option of the Noteholders. This Condition 11.6 is applicable (if so specified in Within 14 days following the relevant Final Terms) only in relation to Notes specified in the relevant Final Terms as being Unsubordinated Notes and references to “Notes” and “Noteholders” shall be construed accordingly. If the occurrence of a Put Option is specified in the relevant Final Terms as being applicable, upon the Holder of any Note giving to the Issuer no less than the minimum period nor more than the maximum period of notice specified in the relevant Final TermsEvent, the Issuer shall, shall give notice thereof to the Commissioner and the Noteholders in accordance with Condition 16 (a “Put Event Notice”). Such notice shall contain a statement informing Noteholders of their entitlement to exercise their rights to require redemption of their Notes pursuant to this Condition 10(c). The Put Event Notice shall also specify: (A) the Value of the pro rata share of the Exchange Property attributable to each U.S.$200,000 principal amount of the Notes as at the option last practicable date prior to the publication of the Holder Put Event Notice; (B) the last day of the Put Event Period; (C) the Put Date; (D) the Make-whole Amount (if any): (E) in the case of a Put Event which is a Change of Control and where the Issuer determines to exercise the Share Redemption Option, that the Share Redemption Option is being exercised in respect of any NoteNotes to be redeemed at the election of holders pursuant to Condition 10(b) (and in the event that the Issuer does so specify, the Put Event Notice shall for the purposes of Condition 10(g) be deemed to constitute a Share Redemption Option Notice); and (F) such other information relating to the Put Event as the Issuer determines. Following the occurrence of a Put Event, the holder of each Note will have the right to require the Issuer to redeem such that Note on the Optional Redemption Put Date (Put) specified in the relevant Put Option Notice at the relevant Optional Redemption Amount (Put) its principal amount, together with accrued and unpaid interest (if any) accrued up to (but excluding) such date. No Series of Subordinated Notes shall contain the Put Option. In order to exercise the option contained in this Condition 11.6, the Holder of a Note must, not less than 30 nor more than 60 days before the relevant Optional Redemption Date (Put), deposit with any Agent or the Registrar (provided that in the case of Registered Notes) such Note togethera Put Event which is an Exchange Property Event, in the case of Bearer Notes, with all unmatured Coupons relating thereto and a duly completed Put Option Notice in the form obtainable from any Agent. The Agent with which a Note is so deposited Issuer shall deliver a duly completed Put Option Receipt to the depositing Holder. No Note, once deposited with a duly completed Put Option Notice in accordance with this Condition 11.6, may be withdrawn; provided, however, that if, prior to redeem the relevant Optional Redemption Date (Put), any such Note becomes immediately due and payable or, upon due presentation of any such Note on the relevant Optional Redemption Date (Put), payment of the redemption moneys is improperly withheld or refused, the relevant Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice and shall hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Put Option Receipt. For so long as any outstanding Note is held by an Agent in accordance with this Condition 11.6, the depositor of such Note and not such Agent shall be deemed to be the Holder of Note for all purposes.greater of:

Redemption at the Option of the Noteholders. This Following the occurrence of a Relevant Event, the Issuer, failing which KTZ, will, give notice in accordance with Condition 11.6 is applicable 17 (if so specified in the relevant Final TermsNotices) only in relation to Notes specified in the relevant Final Terms as being Unsubordinated Notes and references to “Notes” and “Noteholders” shall be construed accordingly. If the Put Option is specified in the relevant Final Terms as being applicablewithin 30 days of such Relevant Event, upon the Holder of any Note giving with a copy to the Issuer no less than the minimum period nor more than the maximum period of notice specified in the relevant Final Terms, the Issuer shallTrustee, at the option of the Holder holder of any Note, redeem such Note on the Optional Redemption Date sixtieth day after notice thereof has been given by the Issuer to Noteholders (Putthe “Put Settlement Date”) specified in (with a copy to the relevant Put Option Notice Trustee) at the relevant Optional Redemption Amount (Put) 101 per cent. of its principal amount together with interest (if any) accrued to (but excluding) such date. No Series of Subordinated Notes shall contain the Put OptionSettlement Date. In order to exercise the option contained in this Condition 11.6, 10(c) the Holder holder of a Note must, not less than 30 nor more than 60 15 days before the relevant Optional Redemption Date (Put)Put Settlement date, deposit with any Paying and Transfer Agent or the Registrar (in the case of Registered Notes) such relevant Note together, in the case of Bearer Notes, with all unmatured Coupons relating thereto Certificate and a duly completed put option notice (a “Put Option Notice Notice”) in the form obtainable from any Paying and Transfer Agent. The Agent with which a No Note is so deposited shall deliver a duly completed Put Option Receipt to the depositing Holder. No NoteCertificate, once deposited with a duly completed Put Option Notice in accordance with this Condition 11.6, 10(c) may be withdrawn; provided, however, that if, prior to the relevant Optional Redemption Date (Put)Put Settlement Date, any such Note becomes immediately due and payable or, upon due presentation of any such Note Certificate on the relevant Optional Redemption Date (Put)Put Settlement Date, payment of the redemption moneys is improperly withheld or refused, such Note Certificate shall, without prejudice to the exercise of the relevant Agent shall mail notification thereof option, be returned to the depositing Noteholder holder by uninsured first class mail (airmail if overseas) at such address as may have been given by such Noteholder in the relevant Put Option Notice Notice. The Trustee shall not be required to take any steps to ascertain whether a Relevant Event or any event which could lead to a Relevant Event has occurred or may occur and shall hold such Note at its Specified Office for collection by will not be responsible or liable to the depositing Noteholder against surrender holder of the relevant Put Option Receipt. For so long as any outstanding Note is held by an Agent in accordance with this Condition 11.6, the depositor of such Note and not such Agent shall be deemed to be the Holder of Note for all purposesany loss arising from any failure by it to do so.

Redemption at the Option of the Noteholders. This Condition 11.6 is applicable (if so If Noteholders are specified in the relevant Final TermsApplicable Pricing Supplement as having an option to request the redemption of Notes, such Noteholders may exercise such option in respect of such Notes by delivering to the Transfer Agent, in accordance with Condition 20 (Notices), a duly executed notice (Put Notice), at least 30 (thirty) only Days but not more than 60 (sixty) Days, prior to the Optional Redemption Date. For redemption in relation to Notes part, the redemption amount specified in the relevant Final Terms as being Unsubordinated Notes and references to “Notes” and “Noteholders” shall be construed accordingly. If the such Put Option is specified Notice in the relevant Final Terms as being applicable, upon the Holder respect of any such Note giving must be of a principal amount equal to or greater than the Issuer no Minimum Redemption Amount or equal to or less than the minimum period nor more than the maximum period of notice specified Higher Redemption Amount, each as indicated in the relevant Final Terms, Applicable Pricing Supplement. The redemption by the Noteholders of uncertificated Notes shall take place in accordance with the Applicable Procedures. The Issuer shallshall proceed to redeem the Notes in respect of which such option has been exercised in accordance with the terms of the Applicable Pricing Supplement, at the option of the Holder of any Note, redeem such Note Optional Redemption Amount(s) and on the Optional Redemption Date (Put) specified in the relevant Put Option Notice at the relevant Optional Redemption Amount (Put) together Date(s), together, if appropriate, with interest (if any) accrued to (but excluding) the Optional Redemption Date(s). In the event that the redeeming Noteholder is the holder of an Individual Certificate, then such date. No Series of Subordinated Notes Noteholder shall contain (attached to the Put Option. In order Notice) deliver the Individual Certificate to exercise the option contained in this Condition 11.6, Transfer Agent at least 1 (one) Business Day prior to the Holder of a Note must, not less than 30 nor more than 60 days before the relevant Optional Redemption Date (Put)for cancellation, deposit with any Agent or failing which the Registrar (in the case Put Notice shall be invalid. A holder of Registered Notes) such Note togetheran Individual Certificate shall, in that holder’s Put Notice, specify a bank account in South Africa into which the case of Bearer Notes, with all unmatured Coupons relating thereto and a duly completed Put Option Notice in the form obtainable from any Agentredemption payment amount is to be paid. The Agent with which a Note is so deposited shall deliver a duly completed Put Option Receipt to the depositing Holder. No Note, once deposited with a duly completed Put Option Notice in accordance with this Condition 11.6, may be withdrawn; provided, however, that ifIf, prior to the relevant Optional Redemption Date (Put)such due date for its redemption, any such Note becomes immediately due and payable or, or if upon due presentation of any such Note on the relevant Optional Redemption Date (Put), payment of the such redemption moneys monies is improperly withheld or refused, the relevant Transfer Agent shall mail notification thereof post such Note by uninsured post to, and at the risk of, the relevant Noteholder (unless the Noteholder has otherwise requested and paid the costs of such insurance to the Transfer Agent at the time of depositing Noteholder the Notes) at such address as may have been given by such the Noteholder in the relevant Put Notice. At the end of each period for the exercise of such option, the Transfer Agent shall promptly notify the Issuer of the Nominal Amount of the Notes in respect of which such option has been exercised with it and the serial numbers in respect of any Notes represented by an Individual Certificate. The delivery of Put Notices shall be required to take place during normal office hours to the Issuer and Transfer Agent. Put Notices shall be available for inspection at the Specified Address of the Transfer Agent. Any Put Notice given by a Noteholder pursuant to this Condition 11.4 (Redemption at the Option Notice of the Noteholders) shall be irrevocable except where, after giving the notice but prior to the due date of redemption, an Event of Default shall have occurred and shall hold be continuing in which event such Noteholder, at its option, may elect by notice to the Issuer delivered at least 1 (one) Business Day prior to the Optional Redemption Date to withdraw the notice given pursuant to this Condition 11.4 (Redemption at the Option of the Noteholders) and instead to declare such Note at its Specified Office for collection by forthwith due and payable pursuant to Condition 18 (Events of Default). The Issuer shall have no liability to remedy any defects in any Put Notice or bring any such defects to the depositing Noteholder against surrender attention of the relevant Put Option Receipt. For so long as any outstanding Note is held by an Agent in accordance with this Condition 11.6, the depositor of such Note and not such Agent shall be deemed to be the Holder of Note for all purposesNoteholder.

Redemption at the Option of the Noteholders. This Condition 11.6 is applicable (if so specified Each Paying Agent will keep a stock of put notices for the purposes of Conditions 9(c) and 9(e) in the form similar to that set out in Schedule 4 and will make them available on demand to Noteholders. The Paying Agent with which a Certificate is deposited pursuant to the Conditions shall hold such Certificate on behalf of the depositing Noteholder (but shall not, save as provided below, release it without the prior written consent of the Issuer) until the due date for redemption of the Notes in respect of which it is deposited. On that date, subject as provided below, the relevant Final Terms) only Paying Agent shall surrender such Certificate to itself and treat it as if surrendered by the holder in relation to Notes specified accordance with the Conditions and (in the relevant Final Terms as being Unsubordinated case of the Global Certificate) endorse the Schedule to such Global Certificate with the principal amount of Notes to be redeemed and references to “Notes” and “Noteholders” shall be construed accordinglythe principal amount of Notes remaining after such redemption. If the Put Option is specified in Note (or Notes) evidenced by the deposited Certificate becomes (or become) immediately due and payable before that date, the Paying Agent concerned shall mail such Certificate by uninsured post to, and at the risk of, the relevant Final Terms Noteholder at the address shown for the Noteholder on the register of Noteholders as being applicablesupplied by the Registrar. At the end of the period for exercising the option, upon each Paying Agent shall promptly notify the Holder Principal Agent of any Note giving the principal amount of Notes in respect of which Put Notices and/or Delisting Put Notices (as the case may be) have been deposited with it and will forward such Put Notices and/or Delisting Put Notices (as the case may be) to the Principal Agent. The Principal Agent shall promptly notify such information, and details of the principal amount of Notes represented by the Global Certificate in respect of which the option has been exercised, to the Issuer no less than and the minimum period nor more than the maximum period of notice specified in the relevant Final Terms, the Issuer shallTrustee. The Principal Agent will, at the option expense of the Holder Issuer, (i) send notice of any Note, redeem such Note on the Optional Redemption Date (Put) specified in commencement of the relevant Put Option Notice at period for the relevant Optional Redemption Amount (Put) together with interest (if any) accrued deposit of Notes for redemption pursuant to (but excluding) such date. No Series of Subordinated Notes shall contain the Put Option. In order to exercise the option contained in this Condition 11.6, the Holder of a Note must9(c), not less than 30 nor more than 60 days before 45 days’ prior to the relevant Optional Redemption Date (Put), deposit with any Agent or the Registrar (in the case of Registered Notes) such Note together, in the case of Bearer Notes, with all unmatured Coupons relating thereto and a duly completed Put Option Notice in the form obtainable from any Agent. The Agent with first date on which a Note is so deposited shall deliver Put Notice may be delivered and (ii) send notice of a duly completed Put Option Receipt Delisting to Noteholders on behalf of the depositing Holder. No Note, once deposited with a duly completed Put Option Notice Issuer and otherwise in accordance with this Condition 11.6, may be withdrawn; provided, however, that if, prior to the relevant Optional Redemption Date (Put9(e), any such Note becomes immediately due and payable or, upon due presentation of any such Note on the relevant Optional Redemption Date (Put), payment of the redemption moneys is improperly withheld or refused, the relevant Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice and shall hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Put Option Receipt. For so long as any outstanding Note is held by an Agent in accordance with this Condition 11.6, the depositor of such Note and not such Agent shall be deemed to be the Holder of Note for all purposes.

Redemption at the Option of the Noteholders. This If any holder of a Note elects to exercise its option under Condition 11.6 8.3 (Redemption at the Option of the Noteholders), it must deliver at the Specified Office of any Paying Agent, on any Business Day during the Exercise Period, a duly signed and completed notice of exercise in the form (for the time being current and which may, if such Notes are held in a Clearing System, be in any form acceptable to such Clearing System and may be delivered in any manner acceptable to such Clearing System) obtainable from the Specified Office of any Paying Agent (a Put Notice, the form of which shall be as set out in Schedule 7 (Form of Put Notice) to this Agreement) and in which the holder must specify a bank account to which payment is applicable to be made under Condition 8.3 (if Redemption at the Option of the Noteholders) accompanied by such Notes or evidence satisfactory to the Paying Agent concerned that such Notes will, following the delivery of the Put Notice, be held to its order or under its control. Upon delivery of a Put Notice and up to and including the Put Event Redemption Date, no transfer of title to the Notes for which the Put Option has been delivered will be allowed. Definitive Notes so delivered must be surrendered together with all Receipts and Coupons appertaining thereto maturing after the date of redemption. The Paying Agent to which such definitive Note and Put Notice are delivered will, against surrender of such Note in definitive form, issue to the Noteholder concerned a non-transferable receipt in respect of the definitive Note so surrendered. Upon the date on which any Note becomes due and repayable, all unmatured Receipts and Coupons appertaining to the Note (whether or not attached) shall become void and no payment shall be made in respect of such Receipts and Coupons. Payment in respect of any definitive Note so surrendered shall be made on the Put Event Redemption Date in accordance with the details specified in the relevant Final TermsPut Notice (whereupon the receipt issued in respect of such definitive Note shall become void) only and, in relation to Notes specified in the relevant Final Terms as being Unsubordinated Notes and references to “Notes” and “Noteholders” shall be construed accordingly. If every other case, on or after the Put Option is specified Event Redemption Date in each case against presentation and surrender or (as the relevant Final Terms case may be) endorsement of such receipt at any Specified Office of any Paying Agent, subject in any such case as being applicable, upon the Holder provided in Condition 7 (Payments). A Put Notice given by a holder of any Note giving shall be irrevocable except where, prior to the Put Event Redemption Date, an Event of Default has occurred and is continuing in which event such holder, at its option, may elect by notice to the Issuer no less than to withdraw the minimum period nor more than the maximum period of notice specified in the relevant Final Terms, the Issuer Put Notice. The Paying Agents shall, as soon as practicable after the date of redemption, notify the Fiscal Agent of the serial numbers and the aggregate principal amount of any Notes redeemed pursuant to this Clause 7.3 (Redemption at the option of the Holder of any Note, redeem such Note on the Optional Redemption Date (PutNoteholders) specified in the relevant Put Option Notice at the relevant Optional Redemption Amount (Put) together with interest (if any) accrued to (but excluding) such date. No Series of Subordinated Notes shall contain the Put Option. In order to exercise the option contained in this Condition 11.6, the Holder of a Note must, not less than 30 nor more than 60 days before the relevant Optional Redemption Date (Put), deposit with any Agent or the Registrar (in the case of Registered Notes) such Note together, in the case of Bearer Notes, with all unmatured Coupons relating thereto and a duly completed Put Option Notice in the form obtainable from any Agent. The Agent with which a Note is so deposited shall deliver a duly completed Put Option Receipt to the depositing Holder. No Note, once deposited with a duly completed Put Option Notice in accordance with this Condition 11.6, may be withdrawn; provided, however, that if, prior to the relevant Optional Redemption Date Clause 8.5 (PutCertificates), any such Note becomes immediately due and payable orthe Fiscal Agent shall, upon due presentation subject to receiving the necessary information from the other Paying Agents, promptly notify the Issuer of any such Note on the relevant Optional Redemption Date (Put), payment of the redemption moneys is improperly withheld or refused, the relevant Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice and shall hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Put Option Receipt. For so long as any outstanding Note is held by an Agent in accordance with this Condition 11.6, the depositor of such Note and not such Agent shall be deemed to be the Holder of Note for all purposesthose details.

Redemption at the Option of the Noteholders. This Condition 11.6 is applicable If a Put Event occurs, then the Noteholders shall have the option (if so specified in a “Put Option”) within 30 calendar days of a Put Event Notice (as defined below) being given to the relevant Final TermsNoteholders (the “Exercise Period”) only in relation to Notes specified in the relevant Final Terms as being Unsubordinated Notes and references to “Notes” and “Noteholders” shall be construed accordingly. If the Put Option is specified in the relevant Final Terms as being applicable, upon the Holder of any Note giving give to the Issuer no less than through a Paying Agent a Put Notice (as defined below) requiring the minimum period nor more than Issuer to redeem or purchase Notes held by such Noteholder on the maximum period Put Event Redemption Date. The Issuer will, on such Put Event Redemption Date, redeem or repurchase at their principal amount outstanding, all, but not part only, of notice specified the Notes which are the subject of the Put Notice, together with interest accrued and unpaid to but excluding the Put Event Redemption Date. Promptly (and in any event within 45 calendar days) upon the relevant Final TermsIssuer becoming aware that a Put Event has occurred, the Issuer shallshall give notice (a “Put Event Notice”) to the Principal Paying Agent and to the Noteholders in accordance with Condition 13 (Notices), at which notice shall (i) refer specifically to this Condition 8.3, (ii) describe in reasonable detail the option of event or circumstances resulting in the Holder of any NotePut Event, (iii) specify the Put Event Redemption Date and (iv) offer to redeem such Note or purchase, on the Optional Put Event Redemption Date (Put) specified in the relevant Put Option Notice Date, all Notes at the relevant Optional Redemption Amount (Put) their principal amount together with interest (if any) accrued thereon to (but excluding) such date. No Series of Subordinated Notes shall contain the Put Option. In order to exercise the option contained in this Condition 11.6, the Holder of a Note must, not less than 30 nor more than 60 days before the relevant Optional Event Redemption Date (Put), deposit with any Agent or the Registrar (in the case of Registered Notes) such Note together, in the case of Bearer Notes, with all unmatured Coupons relating thereto and a duly completed Put Option Notice in the form obtainable from any Agent. The Agent with which a Note is so deposited shall deliver a duly completed Put Option Receipt to the depositing Holder. No Note, once deposited with a duly completed Put Option Notice in accordance with this Condition 11.6, may be withdrawn; provided, however, that if, prior to the relevant Optional Redemption Date (Put), any such Note becomes immediately due and payable or, upon due presentation of any such Note on the relevant Optional Redemption Date (Put), payment of the redemption moneys is improperly withheld or refused, the relevant Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice and shall hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Put Option ReceiptDate. For so long as the Notes are listed on the regulated market of the Irish Stock Exchange and the rules of such exchange so require, the Issuer shall also notify the Irish Stock Exchange promptly of any outstanding Note is Put Event. The Issuer shall redeem or purchase on the Put Event Redemption Date all of the Notes held by an Agent in accordance with this Condition 11.6Noteholders that require the redemption at the price specified above. If any holder does not require early redemption during the Exercise Period, the depositor of such Note and not such Agent holder shall be deemed to have waived its rights under this Condition 8.3 to require early redemption of all Notes held by such holder in respect of such Put Event but not in respect of any subsequent Put Event. To exercise the Put Option, the holder of the Notes must deliver at the Specified Office of any Paying Agent, on any Business Day during the Exercise Period, a duly signed and completed notice of exercise in the form (for the time being current and which may, if such Notes are held in a clearing system, be in any form acceptable to such clearing system and may be delivered in any manner acceptable to such clearing system) obtainable from the Holder Specified Office of any Paying Agent (a “Put Notice”) and in which the holder must specify a bank account to which payment is to be made under this Condition 8.3 accompanied by such Notes or evidence satisfactory to the Paying Agent concerned that such Notes will, following the delivery of the Put Notice, be held to its order or under its control. Upon delivery of a Put Notice and up to and including the Put Event Redemption Date, no transfer of title to the Notes for which the Put Option has been delivered will be allowed. A Put Notice given by a holder of any Note for all purposesshall be irrevocable except where, prior to the Put Event Redemption Date, an Event of Default has occurred and is continuing in which event such holder, at its option, may elect by notice to the Issuer to withdraw the Put Notice.

Redemption at the Option of the Noteholders. This Condition 11.6 is applicable (if so If Noteholders are specified in the relevant Final TermsApplicable Pricing Supplement as having an option to request the redemption of Notes, such Noteholders may exercise such option in respect of such Notes by delivering to the Transfer Agent, in accordance with Condition 19 (Notices), a duly executed notice (Put Notice), at least 30 (thirty) only Days but not more than 60 (sixty) Days, prior to the Optional Redemption Date. For redemption in relation to Notes part, the redemption amount specified in the relevant Final Terms as being Unsubordinated Notes and references to “Notes” and “Noteholders” shall be construed accordingly. If the such Put Option is specified Notice in the relevant Final Terms as being applicable, upon the Holder respect of any such Note giving must be of a principal amount equal to or greater than the Issuer no Minimum Redemption Amount or equal to or less than the minimum period nor more than the maximum period of notice specified Higher Redemption Amount, each as indicated in the relevant Final Terms, Applicable Pricing Supplement. The redemption by the Noteholders of uncertificated Notes shall take place in accordance with the Applicable Procedures. The Issuer shallshall proceed to redeem the Notes in respect of which such option has been exercised in accordance with the terms of the Applicable Pricing Supplement, at the option of the Holder of any Note, redeem such Note Optional Redemption Amount and on the Optional Redemption Date (Put) specified in the relevant Put Option Notice at the relevant Optional Redemption Amount (Put) together Date, together, if appropriate, with interest (if any) accrued to (but excluding) the Optional Redemption Date(s). In the event that the redeeming Noteholder is the holder of an Individual Certificate, then such date. No Series of Subordinated Notes Noteholder shall contain (attached to the Put OptionNotice) deliver the Individual Certificate to the Transfer Agent for cancellation. In order to exercise the option contained in this Condition 11.6, the Holder A holder of a Note must, not less than 30 nor more than 60 days before the relevant Optional Redemption Date (Put), deposit with any Agent or the Registrar (in the case of Registered Notes) such Note togetheran Individual Certificate shall, in that holder’s Put Notice, specify a bank account into which the case redemption payment amount is to be paid. The delivery of Bearer Notes, with all unmatured Coupons relating thereto and a duly completed Put Option Notice in Notices shall be required to take place during normal office hours to the form obtainable from any Transfer Agent. The Agent with which Put Notices shall be available for inspection at the Specified Offices of the Transfer Agent. Any Put Notice given by a holder of any Note is so deposited pursuant to this paragraph shall deliver a duly completed Put Option Receipt to be irrevocable except where, after giving the depositing Holder. No Note, once deposited with a duly completed Put Option Notice in accordance with this Condition 11.6, may be withdrawn; provided, however, that if, notice but prior to the relevant Optional Redemption Date (Put)due date of redemption, any an Event of Default shall have occurred and be continuing in which event such Noteholder, at its option, may elect by notice to the Issuer to withdraw the notice given pursuant to this paragraph and instead to declare such Note becomes immediately forthwith due and payable or, upon due presentation pursuant to Condition 17 (Events of Default). The Issuer shall have no liability to remedy any defects in any Put Notice or bring any such defects to the attention of any such Note on the relevant Optional Redemption Date (Put), payment of the redemption moneys is improperly withheld or refused, the relevant Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice and shall hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Put Option Receipt. For so long as any outstanding Note is held by an Agent in accordance with this Condition 11.6, the depositor of such Note and not such Agent shall be deemed to be the Holder of Note for all purposesNoteholder.