Common use of Waiver of Right to Set-Off Clause in Contracts

Waiver of Right to Set-Off. By acquiring a Contingent Capital Note, each holder (and the Trustee acting on behalf of the holders) will be deemed to have waived to the fullest extent permitted by law any right of set-off, counterclaim or combination of accounts with respect to such Contingent Capital Note or the Indenture (or between our obligations under or in respect of any Contingent Capital Note and any liability owed by a holder) that they (or the Trustee acting on their behalf) might otherwise have against us, whether before or during any Winding-up or Administration Event. Notwithstanding the above, if any such rights and claims of any such holder against us are discharged by set-off, such holder will, immediately pay an amount equal to the amount of such discharge to us or, in the event of a Winding-Up or Administration Event, the liquidator or administrator (or other relevant insolvency official), as the case may be, to be held on trust for Senior Creditors, and until such time as payment is made will hold a sum equal to such amount on trust for Senior Creditors, and accordingly such discharge shall be deemed not to have taken place. Day Count Fraction: 30/360 Business Day Convention: Following; Unadjusted Business Days: New York / London Denominations: $200,000 and integral multiples of $1,000 in excess thereof Enforcement Events and Remedies: There are no events of default under the Contingent Capital Notes. In addition, under the terms of the Indenture neither the Automatic Conversion, the cancellation or deemed cancellation of interest, the exercise of the UK bail-in power by the relevant UK authority nor a write-down of the Contingent Capital Notes upon the occurrence of a Conversion Trigger Event following a Non-Qualifying Takeover Event with respect to the Contingent Capital Notes will be an Enforcement Event. Each of the following is an “Enforcement Event”:

Waiver of Right to Set-Off. By acquiring a Contingent Capital Note, each holder (and the Trustee acting on behalf of the holders) will be deemed to have waived to the fullest extent permitted by law any right of set-off, counterclaim or combination of accounts with respect to such Contingent Capital Note or the Indenture (or between our obligations under or in respect of any Contingent Capital Note and any liability owed by a holder) that they (or the Trustee acting on their behalf) might otherwise have against us, whether before or during any Winding-up or Administration Event. Notwithstanding the above, if any such rights and claims of any such holder against us are discharged by set-off, such holder will, immediately pay an amount equal to the amount of such discharge to us or, in the event of a Winding-Up or Administration Event, the liquidator or administrator (or other relevant insolvency official), as the case may be, to be held on trust for Senior Creditors, and until such time as payment is made will hold a sum equal to such amount on trust for Senior Creditors, and accordingly such discharge shall be deemed not to have taken place. Day Count Fraction: 30/360 Business Day Convention: Following; Unadjusted Business Days: New York / London Denominations: $200,000 and integral multiples of $1,000 in excess thereof Enforcement Events and Remedies: There are no events of default under the Contingent Capital Notes. In addition, under the terms of the Indenture neither the Automatic Conversion, the cancellation or deemed cancellation of interest, the exercise of the UK bail-in power by the relevant UK authority nor a write-down of the Contingent Capital Notes upon the occurrence of a Conversion Trigger Event following a Non-Qualifying Takeover Event with respect to the Contingent Capital Notes will be an Enforcement Event. Each of the following is an “Enforcement Event”:: (1) the occurrence of a Winding-up or Administration Event prior to the occurrence of a Conversion Trigger Event; (2) non-payment of principal when due; or (3) breach of a Performance Obligation. For certain remedies available for recovery of amounts owing in respect of any non-payment of any amount that has become due and payable under the Contingent Capital Notes, please refer to the Documentation. Governing Law: New York Law & Scots Law (Subordination, Solvency Condition and set-off) Clearing / Settlement: DTC Listing: London Stock Exchange (International Securities Market) Form: SEC-registered CUSIP: ▇▇▇▇▇▇▇▇▇ ISIN: US780097BQ34 Documentation: Preliminary Prospectus Supplement dated June 24 2020, Final Prospectus Supplement dated on or about June 29 2020 and Base Prospectus dated December 13 2017.