nggtf-20240331

EXECUTION VERSION Amended and Restated Trust Deed relating to National Grid North America Inc.’s Euro 8,000,000,000 Euro Medium Term Note Programme arranged by HSBC Bank plc Dated 4 August 2023 NATIONAL GRID NORTH AMERICA INC. as Issuer and THE LAW DEBENTURE TRUST CORPORATION p.l.c. as Trustee Ref: L-330144 i Table of Contents Contents Page 1 Interpretation ........................................................................................................................... 1 2 Issue of Instruments and Covenant to Pay ............................................................................. 6 3 Form of the Instruments .......................................................................................................... 8 4 Stamp Duties and Taxes ......................................................................................................... 9 5 Application of Moneys Received by the Trustee ................................................................... 10 6 Covenants ..............................................................................................................................11 7 Remuneration and Indemnification of the Trustee ................................................................ 13 8 Provisions Supplemental to the Trustee Acts ........................................................................ 15 9 Disapplication and Trustee Liability ....................................................................................... 19 10 Waiver and Proof of Default .................................................................................................. 19 11 Trustee not Precluded from Entering into Contracts ............................................................. 19 12 Modification and Substitution ................................................................................................ 20 13 Appointment, Retirement and Removal of the Trustee ......................................................... 21 14 Instruments held in Clearing Systems .................................................................................. 22 15 Currency Indemnity ............................................................................................................... 23 16 Enforcement .......................................................................................................................... 23 17 Communications ................................................................................................................... 24 18 Governing Law and Jurisdiction ............................................................................................ 25 Schedule 1 Part A Form of Global Certificates ................................................................................ 26 Schedule 1 Part B Form of Certificate ............................................................................................. 38 Schedule 2 Terms and Conditions of the Instruments ..................................................................... 42 Schedule 3 Provisions for Meetings of Instrumentholders .............................................................. 81

A42485973 1 This Trust Deed is made on 4 August 2023 between: (1) NATIONAL GRID NORTH AMERICA INC. (the “Issuer”); and (2) THE LAW DEBENTURE TRUST CORPORATION p.l.c. (the “Trustee”, which expression, where the meaning so admits, includes any other trustee for the time being of this Trust Deed). Whereas: (A) The Issuer proposes to issue from time to time debt instruments in registered form (the “Instruments”) in an aggregate nominal amount outstanding at any one time, not exceeding the Programme Limit in accordance with the Dealer Agreement (the “Programme”) and to be constituted by this Trust Deed. (B) This Trust Deed amends and restates the amended and restated trust deed dated 22 October 2021 between National Grid North America Inc. and The Law Debenture Trust Corporation p.l.c. (the “Original Trust Deed”) in respect of all Instruments issued pursuant to the Programme on or after the date of this Trust Deed. The Original Trust Deed will continue in full force and effect in respect of all Instruments issued prior to the date of this Trust Deed and any Instruments issued on or after the date of this Trust Deed which are to be consolidated and form a single series with any Instruments issued prior to the date hereof. (C) The Trustee has agreed to act as trustee of this Trust Deed on the following terms and conditions. This Deed witnesses and it is declared as follows: 1 Interpretation 1.1 Definitions In this Trust Deed: “Agency Agreement” means the amended and restated agency agreement (as amended, supplemented and/or restated from time to time) relating to the Programme dated 4 August 2023, between the Issuer, the Trustee, The Bank of New York Mellon, London Branch as Issuing and Paying Agent, Calculation Agent and Transfer Agent, The Bank of New York Mellon SA/NV, Dublin Branch as Registrar and Transfer Agent, Quintet Private Bank (Europe) S.A. as Paying Agent and Transfer Agent, BNY Trust Company of Canada as Canadian Paying Agent and the other agent(s) mentioned in it; “Agents” has the meaning given to it in the Agency Agreement; “Calculation Agent” means any person named as such in the Conditions or any Successor Calculation Agent; “Canadian Paying Agent” means BNY Trust Company of Canada as Canadian Paying Agent under the Agency Agreement (or such other Canadian Paying Agent as may be appointed from time to time under the Agency Agreement); “CDS” means CDS Clearing and Depository Services Inc.; “Certificate” means a registered certificate representing one or more Instruments of the same Series and, save as provided in the Conditions, comprising the entire holding by an Instrumentholder of his Instruments of that Series and, save in the case of Global Certificates, being substantially in the form set out in Schedule1 Part B; A42485973 2 “Common Safekeeper” means, in relation to a Series where the relevant Global Certificate is held under the NSS, the common safekeeper for Euroclear and Clearstream, Luxembourg appointed in respect of such Instruments; “Clearstream, Luxembourg” means Clearstream Banking S.A.; “Conditions” means in respect of the Instruments of each Series the terms and conditions applicable to them which shall be substantially in the form set out in Schedule 2 (Terms and Conditions of the Instruments) as modified, with respect to any Instruments represented by a Global Certificate, by the provisions of such Global Certificate, and shall incorporate any additional provisions forming part of such terms and conditions set out in Part A of the Final Terms relating to the Instruments of that Series and any reference to a particularly numbered Condition shall be construed accordingly; “Contractual Currency” means, in relation to any payment obligation of any Instrument, the currency in which that payment obligation is expressed and, in relation to Clause 8 (Provisions Supplemental to the Trustee Acts), such currency as may be agreed between the Issuer and the Trustee from time to time; “Dealer Agreement” means the amended and restated dealer agreement (as amended, supplemented and/or restated from time to time) relating to the Programme dated 4 August 2023 between the Issuer, the Arranger and the dealers named in it; “Definitive Instrument” means a Certificate other than a Global Certificate and includes any replacement Instrument or Certificate issued pursuant to the Conditions; “Effective Date” means the date on which the Arranger, has received, on behalf of the Dealers, each of the condition precedent documents listed in Schedule 2 to the Dealer Agreement and that each is, in form and substance, satisfactory to it; “Euroclear” means Euroclear Bank SA/NV; “Event of Default” means an event described in Condition 8 and that, if so required by that Condition, has been certified by the Trustee to be, in its opinion, materially prejudicial to the interests of the Instrumentholders; “Extraordinary Resolution” has the meaning set out in Schedule 3 (Provisions for Meetings of Instrumentholders); “Final Terms” means, in relation to a Tranche, the final terms document substantially in the form set out in the Prospectus which will be completed at or around the time of the agreement to issue each Tranche of Instruments and which will constitute final terms for the purposes of the UK Prospectus Regulation. For the avoidance of doubt, in the case of Instruments issued under the Programme which are not admitted to trading on the London Stock Exchange’s Main Market, all references to the Final Terms shall be construed as references to the pricing supplement substantially in the form set forth in the Prospectus; “Global Certificate” means a Temporary Global Certificate and/or the Permanent Global Certificate substantially in the forms set out in Part A of Schedule 1 representing Instruments of one or more Tranches of the same Series; “holder” in relation to an Instrument and “Instrumentholder” have the meanings given to them in the Conditions;

A42485973 3 “Instruments” means the debt instruments to be issued by the Issuer pursuant to the Dealer Agreement, constituted by this Trust Deed and for the time being outstanding or, as the context may require, a specific number of them; “Issuing and Paying Agent” means the person named as such in the Conditions or any Successor Issuing and Paying Agent in each case at its specified office; “month” means a calendar month; “NSS” means the new safekeeping structure which applies to Instruments held in global form by a Common Safekeeper for Euroclear and Clearstream, Luxembourg and which is required for such Instruments to be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations; “outstanding” means, in relation to the Instruments, all the Instruments issued except (a) those that have been redeemed in accordance with the Conditions, (b) those in respect of which the date for redemption has occurred and the redemption moneys (including all interest accrued on such Instruments to the date for such redemption and any interest payable after such date) have been duly paid to the Trustee or to the Issuing and Paying Agent or the Canadian Paying Agent, as applicable, as provided in Clause 2 (Issue of Instruments and Covenant to Pay) and remain available for payment against presentation and surrender of such Instruments, (c) those which have become void or in respect of which claims have become prescribed, (d) those which have been purchased and cancelled as provided in the Conditions, (e) those mutilated or defaced Instrument(s) which have been surrendered in exchange for replacement Certificate(s), (f) those Instruments alleged to have been lost, stolen or destroyed and in respect of which replacement Instruments have been issued, and (g) any Temporary Global Certificate to the extent that such Certificates have been exchanged for a Permanent Global Certificate, provided that for the purposes of (i) ascertaining the right to attend at any meeting of Instrumentholders and vote at any meeting of the Instrumentholders or to participate in any Written Resolution or Electronic Consent, (ii) the determination of how many Instruments are outstanding for the purposes of Conditions 8 and 10 and Schedule 3 (Provisions for Meetings of Instrumentholders), (iii) the exercise of any discretion, power or authority that the Trustee is required, expressly or impliedly, to exercise in or by reference to the interests of the Instrumentholders and (iv) the certification (where relevant) by the Trustee as to whether a Potential Event of Default is in its opinion materially prejudicial to the interests of the Instrumentholders, those Instruments which are beneficially held by or on behalf of the Issuer or any of its subsidiary undertakings and not cancelled shall (unless no longer so held) be deemed not to remain outstanding; “Paying Agents” means the persons (including the Issuing and Paying Agent and the Canadian Paying Agent, as applicable) referred to as such in the Conditions or any Successor Paying Agents in each case at their respective specified offices; “Permanent Global Certificate” means a permanent Global Certificate in the form set out in Part A of Schedule 1 hereto, issued in a denomination equal to the outstanding principal amount of the Temporary Global Certificate upon expiration of the Restricted Period and certification of non-U.S. beneficial ownership; “Potential Event of Default” means an event or circumstance that could with the giving of notice, lapse of time, issue of a certificate and/or fulfilment of any other requirement provided for in Condition 8 become an Event of Default; A42485973 4 “Programme Limit” means the maximum aggregate nominal amount of Instruments which may be issued and outstanding at any time under the Programme, as such limit may be increased pursuant to the Dealer Agreement; "Prospectus" means the prospectus prepared in connection with the Programme and constituting (i) a base prospectus in respect of the Issuer for the purposes of the UK Prospectus Regulation and (ii) listing particulars in respect of the Issuer for the purposes of Listing Rule 2.2.11 of the Listing Rules of the Financial Conduct Authority, as revised, supplemented or amended from time to time by the Issuer including any documents which are from time to time incorporated in the Prospectus by reference except that in relation to each Tranche of Instruments only the applicable Final Terms shall be deemed to be included in the Prospectus; “Redemption Amount” means the Final Redemption Amount, Early Redemption Amount or Optional Redemption Amount, as the case may be, all as defined in the Conditions; “Register” means the register maintained by the Registrar; “Registrar” means the person named as such in the Conditions or any Successor Registrar in each case at its specified office; “Restricted Period” means the 40-day distribution compliance period as defined in Regulation S under the Securities Act; “Securities Act” means the U.S. Securities Act of 1933, as amended; “Series” means a series of Instruments comprising one or more Tranches, whether or not issued on the same date, that (except in respect of the first payment of interest and their issue price) have identical terms on issue and are expressed to have the same series number; “specified office” means, in relation to a Paying Agent, the Registrar or a Transfer Agent the office identified with its name at the end of the Conditions or any other office approved by the Trustee and notified to Instrumentholders pursuant to Clause 6.6 (Notices to Instrumentholders); “Successor” means, in relation to an Agent such other or further person as may from time to time be appointed by the Issuer as such Agent with the written approval of, and on terms approved in writing by, the Trustee and notice of whose appointment is given to Instrumentholders pursuant to Clause 6.6 (Notices to Instrumentholders); “successor in business” means (a) an entity which acquires all or substantially all of the undertaking and/or assets of the Issuer or of a successor in business of the Issuer; or (b) any entity into which any of the previously referred to entity is amalgamated, merged or reconstructed and is itself not the continuing company; “T2” means the real time gross settlement system operated by the Eurosystem, or any successor system; “Temporary Global Certificate” means a temporary Global Certificate in the form set out in Part A of Schedule 1 hereto, bearing the Temporary Global Certificate Legend; “Temporary Global Certificate Legend” means the legend set forth in Clause 3 (Form of the Instruments);

A42485973 5 “Tranche” means, in relation to a Series, those Instruments of that Series which are issued on the same date at the same issue price and in respect of which the first payment of interest is identical; “Transfer Agents” means the persons (including the Registrar) referred to as such in the Conditions or any Successor Transfer Agents in each case at their specified offices; “trust corporation” means a trust corporation (as defined in the Law of Property Act 1925) or a corporation entitled to act as a trustee pursuant to applicable foreign legislation relating to trustees; “Trustee Acts” means both the Trustee Act 1925 and the Trustee Act 2000 of England and Wales; and “UK Prospectus Regulation” means Regulation 2017/1129 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018. 1.2 Construction of Certain References Unless the context otherwise requires, all references in this Trust Deed to: 1.2.1 the records of Euroclear and Clearstream, Luxembourg shall be to the records that each of Euroclear and Clearstream, Luxembourg holds for its customers which reflect the amount of such customers’ interests in the Instruments; 1.2.2 costs, charges, remuneration or expenses include any value added, turnover or similar tax charged in respect of them; 1.2.3 an action, remedy or method of judicial proceedings for the enforcement of creditors’ rights include references to the action, remedy or method of judicial proceedings in jurisdictions other than England as shall most nearly approximate to it; 1.2.4 the Trustee’s approval or consent shall, unless expressed otherwise, be subject to the requirement that any such approval or consent shall not be unreasonably withheld or delayed, such reasonableness to be determined by reference to acting in the interests of Instrumentholders as a whole; and 1.2.5 the appointment or employment of or delegation to any person by the Trustee shall be deemed to include a reference to, if in the opinion of the Trustee it is reasonably practicable, the prior notification of and consultation with the Issuer and, in any event, the notification forthwith of such appointment, employment or delegation, as the case may be. 1.3 Headings Headings shall be ignored in construing this Trust Deed. 1.4 Contracts References in this Trust Deed to this Trust Deed or any other document are to this Trust Deed or those documents as amended, supplemented or replaced from time to time in relation to the Programme and include any document that amends, supplements or replaces them. 1.5 Schedules The Schedules are part of this Trust Deed and have effect accordingly. A42485973 6 1.6 Alternative Clearing System References in this Trust Deed to Euroclear and/or Clearstream, Luxembourg shall, wherever the context so permits, be deemed to include reference to any additional or alternative clearing system approved by the Issuer, the Trustee and the Issuing and Paying Agent. In the case of Global Certificates held under the NSS, such alternative clearing system must also be authorised to hold Instruments as eligible collateral for Eurosystem monetary policy and intra-day credit operations. 1.7 Other Terms Other terms defined in the Dealer Agreement or the Conditions have the same meaning in this Trust Deed. 1.8 Contracts (Rights of Third Parties) Act 1999 A person who is not a party to this Trust Deed has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Trust Deed. 1.9 Effectiveness Upon execution of this Trust Deed by all the parties hereto, the Original Trust Deed shall be replaced by this Trust Deed and the Original Trust Deed shall be of no further force and effect, except in respect of Instruments issued prior to the date of this Trust Deed. 2 Issue of Instruments and Covenant to Pay 2.1 Issue of Instruments The Issuer may from time to time issue Instruments in Tranches of one or more Series on a continuous basis with no minimum issue size in accordance with the Dealer Agreement. Before issuing any Tranche and not later than 3.00 p.m. (London time) on the second business day in London which for this purpose shall be a day on which commercial banks are open for general business in London preceding each proposed issue date, the Issuer shall give written notice or procure that it is given to the Trustee of the proposed issue of such Tranche, specifying the details to be included in the relevant Final Terms. Upon the issue by the Issuer of any Instruments expressed to be constituted by this Trust Deed, such Instruments shall forthwith be constituted by this Trust Deed without any further formality and irrespective of whether or not the issue of such debt securities contravenes any covenant or other restriction in this Trust Deed or the Programme Limit. 2.2 Separate Series The provisions of Clauses 2.3 (Covenant to Pay), 2.4 (Discharge), 2.5 (Payment after a Default) and 2.6 (Rate of Interest after a Default) and of Clauses 3 (Form of the Instruments) to 15 (Currency Indemnity) and Schedule 3 (Provisions for Meetings of Instrumentholders) (all inclusive) shall apply mutatis mutandis separately and independently to the Instruments of each Series and in such Clauses and Schedule the expressions “Instrumentholders”, and “Certificates”, together with all other terms that relate to Instruments or their Conditions, shall be construed as referring to those of the particular Series in question and not of all Series unless expressly so provided, so that each Series shall be constituted by a separate trust pursuant to Clause 2.3 (Covenant to Pay) and that, unless expressly provided, events affecting one Series shall not affect any other.

A42485973 7 2.3 Covenant to Pay The Issuer shall on any date when any Instruments become due to be redeemed, in whole or in part, unconditionally pay to or to the order of the Trustee in the Contractual Currency, in the case of any Contractual Currency other than Euro, in the principal financial centre for the Contractual Currency and, in the case of Euro, in a city in which banks have access to T2, in same day funds the Redemption Amount of the Instruments becoming due for redemption on that date together with any applicable premium and shall (subject to the Conditions and other than in respect of Zero Coupon Instruments) until such payment (both before and after judgment) unconditionally so pay to or to the order of the Trustee interest in respect of the nominal amount of the Instruments outstanding as set out in the Conditions (subject to Clause 2.6 (Rate of Interest after a Default)) provided that (a) subject to the provisions of Clause 2.5 (Payment after a Default), payment of any sum due in respect of the Instruments made to the Issuing and Paying Agent or Canadian Paying Agent, as applicable, as provided in the Agency Agreement shall, to that extent, satisfy such obligation except to the extent that there is failure in its subsequent payment to the relevant Instrumentholders under the Conditions and (b) a payment made after the due date or as a result of the Instrument becoming repayable following an Event of Default shall be deemed to have been made when the full amount due has been received by the Issuing and Paying Agent or Canadian Paying Agent, as applicable, or the Trustee and notice to that effect has been given to the Instrumentholders (if required under Clause 6.8 (Notice of Late Payment)), except to the extent that there is failure in its subsequent payment to the relevant Instrumentholders under the Conditions. This covenant shall only have effect each time Instruments are issued and outstanding, when the Trustee shall hold the benefit of this covenant on trust for the Instrumentholders of the relevant Series. 2.4 Discharge Subject to Clause 2.5 (Payment after a Default), any payment to be made in respect of the Instruments by the Issuer or the Trustee may be made as provided in the Conditions and any payment so made shall (subject to Clause 2.5 (Payment after a Default)) to that extent be a good discharge to the Issuer or the Trustee, as the case may be, except to the extent that there is failure in its subsequent payment to the relevant Instrumentholders under the Conditions. 2.5 Payment after a Default At any time after an Event of Default or a Potential Event of Default has occurred the Trustee may: 2.5.1 by notice in writing to the Issuer and the Paying Agents, require the Paying Agents, until notified by the Trustee to the contrary, so far as permitted by applicable law: (i) to act as Paying Agents and the Transfer Agents of the Trustee under this Trust Deed and the Instruments on the terms of the Agency Agreement (with consequential amendments as necessary and except that the Trustee’s liability for the indemnification, remuneration and expenses of the Paying Agents shall be limited to the amounts for the time being held by the Trustee in respect of the Instruments on the terms of this Trust Deed) and thereafter to hold all Instruments and Certificates, and all moneys, documents and records held by them in respect of Instruments and Certificates to the order of the Trustee; or A42485973 8 (ii) to deliver all Instruments and Certificates and all moneys, documents and records held by them in respect of the Instruments and Certificates to the Trustee or as the Trustee directs in such notice; and 2.5.2 by notice in writing to the Issuer, require the Issuer to make all subsequent payments in respect of the Instruments to or to the order of the Trustee and not to the Issuing and Paying Agent or Canadian Paying Agent, as applicable, and with effect from the receipt of any such notice by the Issuer, until such notice is withdrawn, the first proviso to Clause 2.3 (Covenant to Pay) shall cease to have effect. 2.6 Rate of Interest after a Default If the Instruments bear interest at a floating or other variable rate and they become immediately payable under the Conditions following an Event of Default, the rate of interest payable in respect of them shall continue to be calculated by the Calculation Agent in accordance with the Conditions (with consequential amendments as necessary) except that the rates of interest need not be notified to Instrumentholders. The first period in respect of which interest shall be so calculable shall commence on the expiry of the Interest Period during which the Instruments become so repayable. 3 Form of the Instruments 3.1 The Global Certificates The Instruments shall initially be represented by one or more Temporary Global Certificates in the nominal amount of the Tranche being issued. Each Global Certificate shall be printed or typed substantially in the form set out in Part A of Schedule 1 and may be a facsimile. Interests in the Temporary Global Certificate shall be exchangeable for interests in a Permanent Global Certificate upon expiration of the Restricted Period and certification of non-U.S. beneficial ownership. Following termination of the Restricted Period and receipt by the Issuing and Paying Agent of copies of certificates from Euroclear and Clearstream, Luxembourg (if available) certifying that they have received certification of non-U.S. beneficial ownership of 100 per cent. of the aggregate principal amount of each Temporary Global Certificate, the Issuing and Paying Agent or Canadian Paying Agent, as applicable, shall complete a Permanent Global Certificate (being substantially in the form set out in Schedule 1 Part A of the Trust Deed) in an aggregate nominal amount up to that of the relevant Tranche, authenticate it (or cause its agent on its behalf to do so), and deliver the Permanent Global Certificate to the Common Safekeeper which is holding the Temporary Global Certificate representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg together with instructions to the Common Safekeeper to effectuate the same, and, in each case, procure the exchange of interests in such Temporary Global Certificate for interests in an equal nominal amount of such Permanent Global Certificate in accordance with such Temporary Global Certificate. In the case of a total exchange of interests in the Temporary Global Certificate, the Issuing and Paying Agent or Canadian Paying Agent, as applicable, shall cancel or arrange for the cancellation of the Temporary Global Certificate. 3.2 Temporary Global Certificate Legend The Temporary Global Certificate shall bear a legend in substantially the following form:

A42485973 9 “BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON, AS DEFINED IN THE U.S. SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), NOR IS IT PURCHASING FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON, AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.” 3.3 The Certificates The Certificates shall be printed in accordance with applicable legal and stock exchange requirements substantially in the form set out in Part B of Schedule 1. The Certificates (other than the Global Certificates) shall be endorsed with the Conditions. 3.4 Signature The Instruments and Certificates (other than the Instruments settling in CDS) shall be signed manually or in facsimile by an authorised signatory of the Issuer and the Certificates shall be authenticated by or on behalf of the Registrar. Instruments and Certificates settling in CDS will be signed manually by an authorised signatory of the Issuer (unless CDS agrees that it will accept a facsimile or electronic signature) and such Certificates shall be authenticated manually by or on behalf of the Canadian Paying Agent (unless CDS agrees that it will accept a facsimile or electronic authentication signature). The Issuer may use the facsimile signature of any person who at the date of this Trust Deed is such an authorised signatory even if at the time of issue of any Instruments or Certificates he no longer holds that office. In the case of a Global Certificate which is held under the NSS, the Issuing and Paying Agent or the Registrar shall also instruct the Common Safekeeper to effectuate the same. Certificates so executed and authenticated (and effectuated, if applicable) shall represent binding and valid obligations of the Issuer. Execution in facsimile of any Instruments and any photostatic copying or other duplication of any Global Certificates (in unauthenticated form, but executed manually on behalf of the Issuer as stated above) shall represent binding obligations upon the Issuer in the same manner as if such Certificates were signed manually by such signatories. 3.5 Title The holder of any Instrument whose name is entered in the Register as being entitled to such Instrument shall (save as otherwise required by law) be treated as its absolute owner for all purposes (whether or not it is overdue and regardless of any notice of ownership, trust or any interest in it, any writing on it or its theft or loss) and no person will be liable for so treating the holder. 4 Stamp Duties and Taxes 4.1 Stamp Duties The Issuer shall pay any stamp, issue, documentary or other similar taxes and duties payable in the United States of America in respect of the creation, issue and offering of the Instruments and/or Certificates issued by it and the execution or delivery of this Trust Deed. The Issuer shall also indemnify the Trustee and the relevant Instrumentholders from and against all stamp, issue, documentary or other similar taxes paid by any of them in any jurisdiction in connection with any action taken by or on behalf of the Trustee or, as the case may be (where entitled to do so), the relevant Instrumentholders to enforce the Issuer’s obligations under this Trust Deed or the relevant Instruments or Certificates. A42485973 10 4.2 Change of Taxing Jurisdiction If the Issuer becomes subject generally to the taxing jurisdiction of a territory or a taxing authority of or in that territory with power to tax other than, or in addition to, the United States of America or any political sub-division of the United States of America then the Issuer shall (unless the Trustee otherwise agrees) give the Trustee an undertaking satisfactory to the Trustee in terms corresponding to the terms of Condition 6 with the substitution for, or (as the case may require) the addition to, the references in that Condition to the United States of America of references to that other or additional territory or authority to whose taxing jurisdiction the Issuer has become so subject. In such event this Trust Deed and the relevant Instruments and Certificates shall be read accordingly. 5 Application of Moneys Received by the Trustee 5.1 Declaration of Trust All moneys received by the Trustee in respect of the Instruments or amounts payable under this Trust Deed shall, despite any appropriation of all or part of them by the Issuer, be held by the Trustee on trust to apply them (subject to Clause 5.2 (Accumulation)): 5.1.1 first, in payment of all costs, charges, expenses and liabilities properly incurred by the Trustee (including remuneration payable to it) in carrying out its functions under this Trust Deed; 5.1.2 secondly, in payment of any amounts owing in respect of the relevant Instruments pari passu and rateably; and 5.1.3 thirdly, in payment of any balance to the Issuer for itself. If the Trustee holds any moneys which represent principal, premium or interest in respect of Instruments which have become void in accordance with the Conditions the Trustee shall hold them on these trusts. 5.2 Accumulation If the amount of the moneys at any time available for payment in respect of the Instruments under Clause 5.1 (Declaration of Trust) is less than 10 per cent. of the nominal amount of the Instruments then outstanding, the Trustee may, at its discretion, invest such moneys as provided in Clause 5.3 (Investment). The Trustee may retain such investments and accumulate the resulting income until the investments and the accumulations, together with any other funds for the time being under its control and available for such payment, amount to at least 10 per cent. of the nominal amount of the Instruments then outstanding and then such investments, accumulations and funds (after deduction of, or provision for, any applicable taxes) shall be applied as specified in Clause 5.1 (Declaration of Trust). 5.3 Investment Moneys held by the Trustee may be invested in its name or under its control in any investments or other assets anywhere, whether or not they produce income, or deposited in its name or under its control at such bank or other financial institution in such currency as the Trustee may, in its absolute discretion, think fit. If that bank or institution is the Trustee or a subsidiary, parent or associated undertaking of the Trustee, it need only account for an amount of interest equal to the standard amount of interest payable by it on such a deposit to an independent customer. The Trustee may at any time vary or transpose any such

A42485973 11 investments or assets or convert any moneys so deposited into any other currency, and shall not be responsible for any resulting loss, whether by depreciation in value, change in exchange rates or otherwise. 6 Covenants So long as any Instrument issued by it is outstanding, the Issuer shall: 6.1 Books of Account Keep, and procure that each of its subsidiary undertakings keeps, proper books of account and, at any time after an Event of Default has occurred or if the Trustee reasonably believes that such an event has occurred, so far as permitted by applicable law, allow, and procure that each such subsidiary undertaking shall allow, the Trustee and anyone appointed by it to whom the Issuer and/or the relevant subsidiary undertaking has no reasonable objection, access to its books of account at all reasonable times during normal business hours. 6.2 Notice of Events of Default Notify the Trustee in writing immediately on becoming aware of the occurrence of any Event of Default or Potential Event of Default. 6.3 Information So far as permitted by applicable law, give the Trustee such information as it reasonably requires to perform its functions. 6.4 Financial Statements etc. Send to the Trustee at the time of their issue and, in the case of annual financial statements, in any event within 180 days of the end of each financial year, three copies in English of every balance sheet, profit and loss account, report or other notice, statement or circular issued, or that legally or contractually should be issued, to the members or creditors (or any class of them) of the Issuer or any parent undertaking of it generally in their capacity as such. 6.5 Certificate of a Director, etc. 6.5.1 Send to the Trustee, within 14 days of its annual audited financial statements being made available to its members, and also within 21 days of any request by the Trustee a certificate of the Issuer signed by a director that, having made all reasonable enquiries, to the best of the knowledge, information and belief of the Issuer as at a date (the “Certification Date”) not more than five days before the date of the certificate no Event of Default or Potential Event of Default had occurred (and, in the case of a Potential Event of Default, was continuing) since the Certification Date of the last such certificate or (if none) the date of this Trust Deed or, if such an event had occurred (and, in the case of a Potential Event of Default, was continuing), giving details of it and certifying that it has complied with its obligations under this Trust Deed or, to the extent that it has failed so to comply, stating such. 6.5.2 Give to the Trustee, as soon as reasonably practicable after the acquisition of any company which thereby becomes a Principal Subsidiary or after any transfer is made to any member of the Group (as defined in Condition 8) which thereby becomes a Principal Subsidiary, a certificate by the auditors of the Issuer at that time (the “Auditors”) addressed to the Trustee to such effect. A42485973 12 6.6 Notices to Instrumentholders Obtain the prior written approval of the Trustee to, and promptly give to the Trustee two copies of, the form of every notice given to the Instrumentholders in accordance with Condition 13 (such approval, unless so expressed, not to constitute approval for the purposes of Section 21 of the Financial Services and Markets Act 2000 of a communication within the meaning of that section). 6.7 Further Acts So far as permitted by applicable law, do such further things as may be necessary in the reasonable opinion of the Trustee to give effect to this Trust Deed. 6.8 Notice of Late Payment Forthwith upon request by the Trustee (if the Trustee determines such notice is necessary) give notice to the Instrumentholders of any unconditional payment to the Issuing and Paying Agent (or the Canadian Paying Agent, as applicable) or the Trustee of any sum due in respect of the Instruments made after the due date for such payment. 6.9 Listing If the Instruments are so listed, use all reasonable endeavours to maintain the listing of the Instruments but, if it is unable to do so, having used such endeavours, or if the maintenance of such listing is agreed by the Trustee to be unduly onerous and the Trustee is satisfied that the interests of the Instrumentholders would not by such action be materially prejudiced, instead use all reasonable endeavours to obtain and maintain a listing of the Instruments on another stock exchange approved in writing by the Trustee. 6.10 Change in Agents Give at least 14 days’ prior notice to the Instrumentholders in accordance with the Conditions of any future appointment, resignation or removal of an Agent or of any change by an Agent of its specified office. 6.11 Provision of Legal Opinions Procure the delivery of legal opinions addressed to the Trustee dated the date of such delivery, in form and content acceptable to the Trustee: 6.11.1 from Allen & Overy LLP as to the laws of England and as New York Counsel and the Issuer’s internal counsel as to the laws of the United States (or such other legal advisers as may be agreed between the Issuer and the Trustee) before the first issue of Instruments occurring after each anniversary of this Trust Deed or, if later, 12 months after the date of delivery of the latest such legal opinion and on the date of any amendment to this Trust Deed; 6.11.2 unless the Issuer has notified the Dealers and the Trustee in writing that it does not intend to issue Instruments under the Programme for the time being, from legal advisers reasonably acceptable to the Trustee as to such law as may reasonably be requested by the Trustee and in such form and with such content as the Trustee may require, on such occasions as the Trustee so requests on the basis that the Trustee considers it prudent in view of a change (or proposed change) in (or in the interpretation or application of) any applicable law, regulation or circumstance

A42485973 13 materially affecting the Issuer, the Trustee, the relevant Instruments, the Certificates, this Trust Deed or the Agency Agreement; and 6.11.3 on each occasion on which a legal opinion is given to any Dealer pursuant to the Dealer Agreement from the legal adviser giving such opinion. 6.12 Instruments Held by the Issuer Send to the Trustee as soon as practicable after being so requested by the Trustee a certificate of the Issuer signed by any director or the Company Secretary stating the number of Instruments held at the date of such certificate by or on behalf of the Issuer or its subsidiary undertakings. 6.13 Obligations of Agents Comply with and perform all its obligations under the Agency Agreement and use all reasonable endeavours to procure that the Agents comply with and perform all their respective obligations thereunder and not make any amendment or modification to the Agency Agreement without the prior written approval of the Trustee. 6.14 Copies of Dealer Agreement Provide the Trustee promptly with copies of all supplements and/or amendments to, and/or restatements of, the Dealer Agreement. 7 Remuneration and Indemnification of the Trustee 7.1 Normal Remuneration So long as any Instrument is outstanding the Issuer shall pay the Trustee as remuneration for its services as Trustee such sum on such dates in each case as they may from time to time agree. Such remuneration shall accrue from day to day from the date of this Trust Deed. However, if any payment to an Instrumentholder of moneys due in respect of any Instrument is improperly withheld or refused, such remuneration shall again accrue as from the date of such withholding or refusal until payment to such Instrumentholder is duly made. 7.2 Extra Remuneration If (i) an Event of Default, Potential Event of Default or Benchmark Event shall have occurred or (ii) in any other case, the Trustee finds it expedient or necessary or is requested by the Issuer to undertake duties that they both agree to be of an exceptional nature or otherwise outside the scope of the Trustee’s normal duties under this Trust Deed, the Issuer shall pay such additional remuneration as they may agree (and which may be calculated by reference to the Trustee’s normal hourly rates in force from time to time) or, failing agreement as to any of the matters in this Clause 7 (or as to such sums referred to in Clause 7.1 (Normal Remuneration)), as such matters shall be determined by a financial institution (acting as an expert) selected by the Trustee and approved by the Issuer or, failing such approval, nominated by the President for the time being of The Law Society of England and Wales. The expenses involved in such nomination and such person’s fee shall be shared equally between the Trustee and the Issuer. The determination of the relevant financial institution shall be conclusive and binding on the Issuer, the Trustee and the relevant Instrumentholders. A42485973 14 7.3 Expenses The Issuer shall also, on demand by the Trustee, pay or discharge all costs, charges, liabilities and expenses properly incurred by the Trustee in the preparation and execution of this Trust Deed and the performance of its functions under this Trust Deed including, but not limited to, legal and travelling expenses and any United Kingdom stamp, documentary or other taxes or duties paid by the Trustee in connection with any legal proceedings reasonably brought or contemplated by the Trustee against the Issuer to enforce any provision of this Trust Deed, the relevant Instruments and in addition shall pay to the Trustee (if required) an amount equal to the amount of any value added tax or similar tax chargeable in respect of the Trustee’s remuneration under this Trust Deed. Such costs, charges, liabilities and expenses shall: 7.3.1 in the case of payments made by the Trustee before such demand, carry interest from the date of the demand at the rate of the Trustee’s cost of funding on the date on which the Trustee made such payments; and 7.3.2 in other cases, carry interest at such rate from 30 days after the date of the demand or (where the demand specifies that payment is to be made on an earlier date) from such earlier date provided that in such event no such interest shall accrue unless payment is actually made on such earlier date. 7.4 Notice of Costs The Trustee shall wherever practicable give prior notice to the Issuer of any costs, charges and expenses properly to be incurred and of payments to be made by the Trustee in the lawful exercise of its powers under this Trust Deed so as to afford the Issuer a reasonable opportunity to meet such costs, charges and expenses itself or to put the Trustee in funds to make payment of such costs, charges and expenses. However, failure of the Trustee to give any such prior notice shall not prejudice its rights to reimbursement of such costs, charges and expenses under this Clause 7. 7.5 Indemnity The Issuer shall indemnify the Trustee in respect of all liabilities and expenses properly incurred by it or by anyone appointed by it or to whom any of its functions may be delegated by it in the carrying out of its functions and against any loss, liability, cost, claim, action, demand or expense (including, but not limited to, all costs, charges and expenses properly paid or incurred in disputing or defending any of the foregoing) which any of them may incur in relation to the Issuer or that may be made against any of them arising out of or in relation to or in connection with, its appointment or the exercise of its functions in relation to the Issuer. 7.6 Continuing Effect Clauses 7.3 (Expenses) and 7.5 (Indemnity) shall continue in full force and effect as regards the Trustee even if it no longer is Trustee. 7.7 Determination of Series The Trustee shall be entitled in its absolute discretion to determine in respect of which Series of Instruments any costs, charges, liabilities and expenses incurred under this Trust Deed have been incurred or to allocate any such costs, charges, liabilities and expenses between the Instruments of any two or more Series.

A42485973 15 8 Provisions Supplemental to the Trustee Acts 8.1 Advice The Trustee may act on the opinion or advice of, or information obtained from, any expert (including, without limitation, any report or advice received from an independent financial adviser or from any accountant pursuant to the Conditions), whether or not (1) such opinion, advice or information is addressed to the Trustee or any other person, and (2) such expert’s liability in respect of the same is limited by reference to a monetary cap or otherwise and shall not be responsible to anyone for any loss occasioned by so acting. Any such opinion, advice or information may be sent or obtained by letter, email or fax and the Trustee shall not be liable to anyone for acting in good faith on any opinion, advice or information purporting to be conveyed by such means even if it contains some error or is not authentic. 8.2 Trustee to Assume Performance The Trustee need not notify anyone of the execution of this Trust Deed or do anything to find out if an Event of Default, Potential Event of Default or Benchmark Event has occurred. Until it has actual knowledge or express notice to the contrary, the Trustee may assume that no such event has occurred and that the Issuer is performing all of its obligations under this Trust Deed and the relevant Instruments provided that the Trustee shall not be treated for any purposes as having any notice or knowledge which has been obtained by it or any officer or employee of it in some capacity other than as Trustee under this Trust Deed or in a private or confidential capacity such that it would not be proper to disclose to third parties. 8.3 Resolutions of Instrumentholders The Trustee shall not be responsible for having acted in good faith on a resolution purporting (i) to have been passed at a meeting of Instrumentholders in respect of which minutes have been made and signed, or (ii) to be a Written Resolution or an Electronic Consent made in accordance with paragraphs 26, 27 and 28 of Schedule 3 of this Trust Deed, even if it is later found that there was a defect in the constitution of the meeting or the passing of the resolution or that the resolution was not valid or binding on the Instrumentholders. 8.4 Certificate Signed by Directors, etc. If the Trustee, in the exercise of its functions, requires to be satisfied or to have information as to any fact or the expediency of any act, it may call for and accept as sufficient evidence of that fact or the expediency of that act a certificate signed by any two directors of the Issuer as to that fact or to the effect that, in their opinion, that act is expedient and the Trustee need not call for further evidence and shall not be responsible for any loss occasioned by acting on such a certificate. 8.5 Deposit of Documents The Trustee may deposit this Trust Deed and any other documents with any bank or entity whose business includes the safe custody of documents or with any lawyer or firm of lawyers believed by it to be of good repute and may pay all sums due in respect of them. 8.6 Discretion The Trustee shall have absolute and uncontrolled discretion as to the exercise of its functions and shall not be responsible for any loss, liability, cost, claim, action, demand, expense or inconvenience which may result from their exercise or non-exercise. A42485973 16 8.7 Agents Whenever it considers it expedient in the interests of the Instrumentholders, the Trustee may, in the conduct of its trust business, instead of acting personally, employ and pay an agent selected by it, whether or not a lawyer or other professional person, to transact or conduct, or concur in transacting or conducting, any business and to do or concur in doing all acts required to be done by the Trustee (including the receipt and payment of money). The Trustee shall not be responsible to anyone for any misconduct or omission by any such agent so employed by it or be bound to supervise the proceedings or acts of any such agent. 8.8 Delegation Whenever it considers it expedient in the interests of the Instrumentholders, the Trustee may delegate to any person on any terms (including power to sub-delegate) all or any of its functions. If the Trustee exercises reasonable care in selecting such delegate, it shall not have any obligation to supervise such delegate or be responsible for any loss, liability, cost, claim, action, demand or expense incurred by reason of any misconduct or default by any such delegate or sub-delegate. 8.9 Nominees In relation to any asset held by it under this Trust Deed, the Trustee may appoint any person to act as its nominee on any terms. 8.10 Forged Instruments The Trustee shall not be liable to the Issuer or any relevant Instrumentholder by reason of having accepted as valid or not having rejected any relevant Instrument or Certificate purporting to be such and later found to be forged or not authentic. 8.11 Confidentiality Unless ordered to do so by a court of competent jurisdiction, the Trustee shall not be required to disclose to any Instrumentholder any confidential financial or other information made available to the Trustee by the Issuer. 8.12 Determinations Conclusive As between itself and the Instrumentholders, the Trustee may determine all questions and doubts arising in relation to any of the provisions of this Trust Deed. Such determinations, whether made upon such a question actually raised or implied in the acts or proceedings of the Trustee, shall be conclusive and shall bind the Trustee and the Instrumentholders. 8.13 Currency Conversion Where it is necessary or desirable to convert any sum from one currency to another, it shall (unless otherwise provided hereby or required by law) be converted at such rate or rates, in accordance with such method and as at such date as may reasonably be specified by the Trustee but having regard to current rates of exchange, if available. Any rate, method and date so specified shall be binding on the Issuer and the relevant Instrumentholders.

A42485973 17 8.14 Payment for and Delivery of Instruments The Trustee shall not be responsible for the receipt or application by the Issuer of the proceeds of the issue of any relevant Instruments, any exchange of relevant Instruments or the delivery of relevant Instruments to the persons entitled to them. 8.15 Trustee’s consent Any consent given by the Trustee for the purposes of this Trust Deed may be given on such terms as the Trustee thinks fit. In giving such consent the Trustee may require the Issuer to agree to such modifications or additions to this Trust Deed as the Trustee may deem expedient in the interest of the Instrumentholders. 8.16 Instruments Held by the Issuer etc. In the absence of knowledge or express notice to the contrary, the Trustee may assume without enquiry (other than requesting a certificate under Clause 6.12 (Instruments Held by the Issuer)) that no Instruments are for the time being held by or on behalf of the Issuer or its subsidiary undertakings. 8.17 Legal Opinions The Trustee shall not be responsible to any person for failing to request, require or receive any legal opinion relating to any Instruments or for checking or commenting upon the content of any such legal opinion. 8.18 Programme Limit The Trustee shall not be concerned, and need not enquire, as to whether or not any Instruments are issued in breach of the Programme Limit. 8.19 Events of Default The Trustee may determine whether or not an Event of Default is in its opinion capable of remedy or (in relation to Condition 8(b)) materially prejudicial to the interests of relevant Instrumentholders. Any such determination shall be conclusive and binding on the Issuer and the relevant Instrumentholders. 8.20 Appointment of Independent Financial Adviser In connection with the Trustee’s right to appoint an independent financial adviser pursuant to Clause 8.1 (if applicable), the Trustee: 8.20.1 shall use its reasonable endeavours to identify and appoint the independent financial adviser but shall have no liability to any person if, having used its reasonable endeavours, it is unable to identify and appoint a suitable independent financial adviser; 8.20.2 shall not be responsible for carrying on the role of independent financial adviser itself during the time it is attempting to identify such independent financial adviser or thereafter if it is unable to find such independent financial adviser; and 8.20.3 shall not be required to take any action to find an independent financial adviser unless it has been previously indemnified and/or secured to its satisfaction or expend any of its own funds in the appointment of such an independent financial adviser. A42485973 18 8.21 Illegality No provision of this Trust Deed or the Conditions shall require the Trustee to do anything which may in its opinion be illegal or contrary to applicable law or regulation. 8.22 Banker, Lawyer, Broker or other Professional acting as Trustee Any trustee being a banker, lawyer, broker or other person engaged in any profession or business shall be entitled to charge and be paid all usual professional and other charges for business transacted and acts done by him or his partner or firm on matters arising in connection with the trusts of this Trust Deed and also his properly incurred charges in addition to disbursements for all other work and business done and all time spent by him or his partner or firm on matters arising in connection with the Trust Deed, including matters which might or should have been attended to in person by a trustee not being a banker, lawyer, broker or other professional person. 8.23 No Obligation to Risk Own Funds or Incur Financial Liability Nothing contained in this Trust Deed shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties or the exercise of any right, power, authority or discretion hereunder if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not assured to it. 8.24 No Obligation to Act without Indemnity, Security or Prefunding The Trustee shall not be bound to take any steps to enforce the performance of any provisions of this Trust Deed, the Instruments to appoint an independent financial advisor pursuant to the Conditions of the Instruments unless it shall be indemnified and/or secured and/or prefunded by the relevant Instrumentholders to its satisfaction against all proceedings, claims and demands to which it may be liable and against all costs, charges, liabilities and expenses which may be incurred by it in connection with such enforcement or appointment, including the cost of its managements’ time and/or other internal resources, calculated using its normal hourly rates in force from time to time. 8.25 Evaluation of Risk When determining whether an indemnity or any security is satisfactory to it, the Trustee shall be entitled to evaluate its risk in given circumstances by considering the worst-case scenario and, for this purpose, it may take into account, without limitation, the potential costs of defending or commencing proceedings in England or elsewhere and the risk however remote, of any award of damages against it in England or elsewhere. 8.26 Quality of Indemnity or Security The Trustee shall be entitled to require that any indemnity or security given to it by the Instrumentholders or any of them be given on a joint and several basis and be supported by evidence satisfactory to it as to the financial standing and creditworthiness of each counterparty and/or as to the value of the security and an opinion as to the capacity, power and authority of each counterparty and/or the validity and effectiveness of the security.

A42485973 19 9 Disapplication and Trustee Liability 9.1 Disapplication Section 1 of the Trustee Act 2000 shall not apply to the duties of the Trustee in relation to the trusts constituted by this Trust Deed. Where there are any inconsistencies between the Trustee Acts and the provisions of this Trust Deed, the provisions of this Trust Deed shall, to the extent allowed by law, prevail and, in the case of any such inconsistency with the Trustee Act 2000, the provisions of this Trust Deed shall constitute a restriction or exclusion for the purposes of that Act. 9.2 Trustee Liability Subject to Sections 750 and 751 of the Companies Act 2006 (if applicable) and notwithstanding anything to the contrary in this Trust Deed, the Instruments or the Agency Agreement, the Trustee shall not be liable to any person for any matter or thing done or omitted in any way in connection with or in relation to this Trust Deed, the Instruments or the Agency Agreement save in relation to its own gross negligence, wilful default or fraud. 10 Waiver and Proof of Default 10.1 Waiver The Trustee may, without the consent of the Instrumentholders and without prejudice to its rights in respect of any subsequent breach, from time to time and at any time, if in its opinion the interests of the Instrumentholders will not be materially prejudiced thereby, waive or authorise, on such terms as seem expedient to it, any breach or proposed breach by the Issuer of this Trust Deed or the Conditions or determine that an Event of Default or Potential Event of Default shall not be treated as such provided that the Trustee shall not do so in contravention of an express direction given by an Extraordinary Resolution or a request made pursuant to Condition 8. No such direction or request shall affect a previous waiver, authorisation or determination. Any such waiver, authorisation or determination shall be binding on the relevant Instrumentholders and, if the Trustee so requires, shall be notified to the Instrumentholders as soon as practicable. 10.2 Proof of Default Proof that the Issuer has failed to pay a sum due to the holder of any one Instrument shall (unless the contrary be proved) be sufficient evidence that it has made the same default as regards all other Instruments which are then payable. 11 Trustee not Precluded from Entering into Contracts The Trustee and any other person, whether or not acting for itself, may acquire, hold or dispose of any Instrument, Certificate or other security (or any interest therein) of the Issuer or any other person, may enter into or be interested in any contract or transaction with any such person and may act on, or as depositary or agent for, any committee or body of holders of any securities of any such person in each case with the same rights as it would have had if the Trustee were not acting as Trustee and need not account for any profit. A42485973 20 12 Modification and Substitution 12.1 Modification The Trustee may agree without the consent of the Instrumentholders to any modification to this Trust Deed of a formal, minor or technical nature or to correct a manifest error. The Trustee may also agree to any other modification to this Trust Deed which is in its opinion not materially prejudicial to the interests of the Instrumentholders of the relevant Series, but such power does not extend to any such modification as is mentioned in the proviso to paragraph 2 of Schedule 3 (Provisions for Meetings of Instrumentholders). In addition, the Trustee shall be obliged to concur with the Issuer in using its reasonable endeavours to effect any Benchmark Amendments in the circumstances and as otherwise set out in Condition 3.10 without the consent or approval of the Instrumentholders, provided that the Trustee shall not be obliged so to concur if in the opinion of the Trustee doing so would impose more onerous obligations upon it or expose it to any additional duties, responsibilities or liabilities or reduce or amend the rights and/or the protective provisions afforded to it in the Conditions and/or any documents to which it is a party (including, for the avoidance of doubt, any supplemental trust deed) in any way. Any such modification, authorisation or waiver shall be binding on the relevant Instrumentholders and if the Trustee so requires, such modification shall be notified to the relevant Instrumentholders as soon as practicable. 12.2 Substitution 12.2.1 The Trustee may, without the consent of the Instrumentholders, agree to the substitution of any other company (the “Substituted Obligor”) in place of the Issuer (or of any previous substitute under this Clause 12) as the principal debtor under this Trust Deed and the relevant Instruments provided that such substitution would not, in the opinion of the Trustee, be materially prejudicial to the interests of the Instrumentholders, and further provided that: (i) a deed is executed or undertaking given by the Substituted Obligor to the Trustee, in form and manner satisfactory to the Trustee, agreeing to be bound by this Trust Deed and the relevant Instruments (with consequential amendments as the Trustee may deem appropriate) as if the Substituted Obligor had been named in this Trust Deed and the relevant Instruments and Certificates as the principal debtor in place of the Issuer; (ii) if the Substituted Obligor is subject generally to the taxing jurisdiction of a territory or any authority of or in that territory with power to tax (the “Substituted Territory”) other than the territory to the taxing jurisdiction of which (or to any such authority of or in which) the Issuer is subject generally (the “Issuer’s Territory”), the Substituted Obligor shall (unless the Trustee otherwise agrees) give to the Trustee an undertaking satisfactory to the Trustee in terms corresponding to Condition 6 with the substitution for the references in that Condition to the Issuer’s Territory of references to the Substituted Territory whereupon the Trust Deed, and the relevant Instruments and Certificates shall be read accordingly; (iii) if any two directors of the Substituted Obligor certify that it will be solvent immediately after such substitution, the Trustee need not have regard to the Substituted Obligor’s financial condition, profits or prospects or compare them with those of the Issuer;

A42485973 21 (iv) the Issuer and the Substituted Obligor comply with such other requirements as the Trustee may direct in the interests of the relevant Instrumentholders; and (v) the Trustee is satisfied that (i) the Substituted Obligor has obtained all necessary governmental and regulatory approvals and consents necessary for its assumption of liability as principal debtor in respect of the relevant Instruments in place of the Issuer (or a previous substitute), (ii) all necessary governmental and regulatory approvals and consents necessary for or in connection with the assumption by the Substituted Obligor of its obligations under the relevant Instruments and (iii) such approvals and consents are at the time of substitution in full force and effect. 12.2.2 Release of Substituted Issuer An agreement by the Trustee pursuant to Clause 12.2 (Substitution) shall, if so expressed, release the Issuer (or a previous substitute) from any or all of its obligations under this Trust Deed and the relevant Instruments. Notice of the substitution shall be given to the Instrumentholders within 14 days of the execution of such documents and compliance with such requirements. 12.2.3 Completion of Substitution On completion of the formalities set out in Clause 12.2 (Substitution), the Substituted Obligor shall be deemed to be named in this Trust Deed and the relevant Instruments and Certificates as the principal debtor in place of the Issuer (or of any previous substitute) and this Trust Deed and the relevant Instruments and Certificates, shall be deemed to be amended as necessary to give effect to the substitution. 13 Appointment, Retirement and Removal of the Trustee 13.1 Appointment The Issuer has the power of appointing new trustees but no one may be so appointed unless previously approved by an Extraordinary Resolution. The Trustee shall at all times be a trust corporation and such trust corporation may be the sole Trustee. Any appointment of a new Trustee shall be notified by the Issuer to its Instrumentholders in accordance with Condition 13 as soon as practicable. 13.2 Retirement and Removal Any Trustee may retire at any time on giving at least three months’ written notice to the Issuer without giving any reason or being responsible for any costs occasioned by such retirement and the Instrumentholders may by Extraordinary Resolution remove any Trustee provided that the retirement or removal of a sole trust corporation shall not be effective until a trust corporation is appointed as successor Trustee. If a sole trust corporation gives notice of retirement or an Extraordinary Resolution is passed for its removal, it shall use all reasonable endeavours to procure that another trust corporation is appointed as Trustee. 13.3 Co-Trustees The Trustee may, despite Clause 13.1 (Appointment), by written notice to (i) the Issuer, appoint anyone to act as an additional Trustee jointly with the Trustee, or (ii) the Issuer appoint anyone to act as a separate Trustee in respect of any issue or: A42485973 22 13.3.1 if the Trustee considers the appointment to be in the interests of the Instrumentholders; or 13.3.2 to conform with a legal requirement, restriction or condition in a jurisdiction in which a particular act is to be performed; or 13.3.3 to obtain a judgment or to enforce a judgment or any provision of this Trust Deed in any jurisdiction. Subject to the provisions of this Trust Deed the Trustee may, in the instrument of appointment, confer on any person so appointed such functions as it thinks fit. The Trustee may by written notice to the Issuer and that person remove that person. At the Trustee’s request, the Issuer shall forthwith do all things as may be required to perfect such appointment or removal and the Issuer irrevocably appoints the Trustee as its attorney in its name and on its behalf to do so. Before appointing such person to act as separate Trustee or additional Trustee the Trustee shall (unless it is not, in the opinion of the Trustee, reasonably practicable to do so) give notice to the Issuer of its intention to make such appointment (and the reason for that) and shall give due consideration to representations made by the Issuer concerning such appointment. Where, as a result of this provision, not all the Instruments have the same Trustee, the provisions of this Trust Deed shall apply in respect of each such Trustee as if each were named as a party to this Trust Deed. 13.4 Competence of a Majority of Trustees If there are more than two Trustees the majority of them shall be competent to perform the Trustee’s functions provided the majority includes a trust corporation. 14 Instruments held in Clearing Systems 14.1 Instruments Held in Clearing Systems So long as any Instruments represented by a Global Certificate are held on behalf of a clearing system, in considering the interests of Instrumentholders, the Trustee may have regard to any information provided to it by such clearing system or its operator as to the identity (either individually or by category) of its accountholders or participants with entitlements to any such Instrument and may consider such interests on the basis that such accountholders or participants were the holder(s) of such Instrument. 14.2 Evidence of Holdings The Trustee and the Issuer may call for and, except in the case of manifest error, shall be at liberty to accept and place full reliance on as sufficient evidence thereof any certificate, letter of confirmation or other document issued on behalf of the relevant clearing system or any form of record made by the relevant clearing system or such other evidence and/or information and/or certification as it shall, in its absolute discretion, think fit to the effect that at any particular time or throughout any particular period any particular person is, was, or will be, shown in its records as the holder of a particular nominal amount of Instruments represented by a Global Certificate and if the Trustee or the Issuer does so rely, such letter of confirmation, form of record, evidence, information or certification shall be conclusive and binding on all concerned for all purposes. Any such certificate may comprise any form of statement or print out of electronic records provided by the relevant clearing system (including Euroclear's EUCLID or Clearstream, Luxembourg's Creation Online system) in

A42485973 23 accordance with its usual procedures and in which the holder of a particular nominal amount of Instruments is clearly identified together with the amount of such holding. Neither the Issuer nor the Trustee shall be liable to any person by reason of having accepted as valid or not having rejected any certificate or other document to such effect purporting to be issued by the relevant clearing system and subsequently found to be forged or not authentic. 15 Currency Indemnity 15.1 Currency of Account and Payment The Contractual Currency is the sole currency of account and payment for all sums payable by the Issuer under or in connection with this Trust Deed and the Instruments, including damages. 15.2 Extent of Discharge An amount received or recovered in a currency other than the Contractual Currency (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvency, winding-up or dissolution of the Issuer), by the Trustee or any Instrumentholder in respect of any sum expressed to be due to it from the Issuer, shall only discharge the Issuer to the extent of the Contractual Currency amount which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). 15.3 Indemnity If that Contractual Currency amount is less than the Contractual Currency amount expressed to be due to the recipient under this Trust Deed or the Instruments, the Issuer shall indemnify the recipient against any loss sustained by it as a result. In any event, the Issuer shall indemnify the recipient against the cost of making any such purchase. 15.4 Indemnity Separate The indemnities in this Clause 15 and in Clause 7.5 (Indemnity) constitute separate and independent obligations from the other obligations in this Trust Deed, shall give rise to a separate and independent course of action, shall apply irrespective of any indulgence granted by the Trustee and/or any Instrumentholder and shall continue in full force and effect despite any judgment, order, claim or proof for a liquidated amount in respect of any sum due under this Trust Deed or the Instruments or any other judgment or order. 16 Enforcement 16.1 Trustee to enforce Only the Trustee may enforce the rights of the Instrumentholders against the Issuer, whether the same arise under the general law, this Trust Deed, the Instruments or otherwise, and no Instrumentholder shall be entitled to proceed directly against the Issuer unless the Trustee, having become bound to proceed, fails to do so within a reasonable time and such failure is continuing. A42485973 24 16.2 Trustee’s Indemnity The Trustee shall not be bound to take any steps to enforce the performance of any provisions of this Trust Deed or the Instruments or to appoint an independent financial advisor pursuant to the Conditions of the Instruments unless it shall be indemnified and/or secured and/or prefunded by the relevant Instrumentholders to its satisfaction against all proceedings, claims and demands to which it may be liable and against all costs, charges, liabilities and expenses which may be incurred by it in connection with such enforcement or appointment, including the cost of its managements’ time and/or other internal resources, calculated using its normal hourly rates in force from time to time. 16.3 Legal proceedings If the Trustee (or any Instrumentholder where entitled in accordance with this Trust Deed so to do) institutes legal proceedings against the Issuer to enforce any obligations under this Trust Deed, proof in such proceedings that as regards any specified Instrument the Issuer has made default in paying any principal or interest due to the relevant Instrumentholder shall (unless the contrary be proved) be sufficient evidence that the Issuer has made the same default as regards all other Instruments which are then repayable or, as the case may be, in respect of which interest is then payable. 16.4 Powers additional to general powers The powers conferred on the Trustee by this Clause 16 shall be in addition to any powers which may from time to time be vested in the Trustee by general law or as the holder of any Instruments. 17 Communications 17.1 Method Each communication under this Trust Deed shall be made by electronic communication or otherwise in writing. Each communication or document to be delivered to any party under this Trust Deed shall be sent to that party at the electronic address, or address, and marked for the attention of the person (if any), from time to time designated by that party to each other party for the purpose of this Trust Deed. The initial telephone number, electronic address, address and person so designated by the parties under this Trust Deed are set out in the Procedures Memorandum. 17.2 Deemed Receipt Any communication from any party to any other under this Trust Deed shall be effective, (if in writing) when delivered and (if by electronic communication) when the relevant receipt of such communication being read is given, or where no read receipt is requested by the sender, at the time of sending, provided that no delivery failure notification is received by the sender within 24 hours of sending such communication (provided always that any electronic communication to the Trustee shall only be treated as having been received upon confirmation of receipt by the Trustee and an automatically generated “read” or “received” receipt shall not constitute such confirmation); provided that any electronic communication which is received (or deemed to take effect in accordance with the foregoing) after 5:00pm on a business day or on a non-business day in the place of receipt shall be deemed to take effect at the opening of business on the next following business day in such place. Any

A42485973 25 communication delivered to any party under this Trust Deed which is to be sent by electronic communication will be written legal evidence. 18 Governing Law and Jurisdiction 18.1 Governing Law This Trust Deed and any non-contractual obligations arising out of or in connection with it shall be governed by, and construed in accordance with, English law. 18.2 Jurisdiction The courts of England are to have exclusive jurisdiction to settle any disputes that may arise out of or in connection with this Trust Deed or the Instruments and accordingly any legal action or proceedings arising out of or in connection with this Trust Deed or the Instruments (“Proceedings”) may be brought in such courts. The Issuer irrevocably submits to the jurisdiction of such courts and waives any objection to Proceedings in such courts on the ground of venue or on the ground that the Proceedings have been brought in an inconvenient forum. This Clause is for the benefit of each of the Trustee and the relevant Instrumentholders and shall not limit the right of any of them to take Proceedings in any other court of competent jurisdiction nor shall the taking of Proceedings in any one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not). 18.3 Service of Process The Issuer irrevocably appoints National Grid plc of 1-3 Strand, London WC2N 5EH to receive, for it and on its behalf, service of process in any Proceedings in England. Such service shall be deemed completed on delivery to such process agent (whether or not it is forwarded to and received by the Issuer). If for any reason such process agent ceases to be able to act as such or no longer has an address in England the Issuer irrevocably agrees to appoint a substitute process agent acceptable to the Trustee and shall immediately notify the Trustee of such appointment. Nothing shall affect the right to serve process in any other manner permitted by law. A42485973 26 Schedule 1 Part A Form of Global Certificates Form of Global Certificate (Euroclear, Clearstream, Luxembourg and other Clearing Systems (other than CDS)) ISIN: Common Code: [BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON, AS DEFINED IN THE U.S. SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), NOR IS IT PURCHASING FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON, AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.]* NATIONAL GRID NORTH AMERICA INC. (incorporated in the State of Delaware, United States of America) EURO MEDIUM TERM NOTE PROGRAMME Series No. [•] Tranche No. [•] [TEMPORARY / PERMANENT] GLOBAL CERTIFICATE Global Certificate No. [●] This Global Certificate is issued in respect of the Instruments (the “Instruments”) of the Tranche and Series specified in Part A of the Schedule hereto of National Grid North America Inc. (the “Issuer”). This Global Certificate certifies that the person whose name is entered in the Register (the “Registered Holder”) is registered as the holder of an issue of Instruments of the nominal amount, specified currency and specified denomination set out in Part A of the Schedule hereto. Interpretation and Definitions References in this Global Certificate to the “Conditions” are to the Terms and Conditions applicable to the Instruments (which are in the form set out in Schedule 2 (Terms and Conditions of the Instruments) to the amended and restated trust deed (as amended or supplemented as at the Issue Date, the “Trust Deed”) dated 4 August 2023 between the Issuer and The Law Debenture Trust Corporation p.l.c. as trustee, as such form is supplemented and/or modified and/or superseded by the provisions of this Global Certificate (including the supplemental definitions and any modifications or additions set out the Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this Global Certificate shall have the meanings given to them in the Conditions or the Trust Deed. Promise to Pay The Issuer, for value received, promises to pay to the holder of the Instruments represented by this Global Certificate (subject to surrender of this Global Certificate if no further payment falls to be made in respect of such Instruments) on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable in accordance with the * To be included on the face of the Temporary Global Certificate and may be removed no earlier than 40 days after the issue date upon certification of non-U.S. beneficial ownership.

A42485973 27 Conditions) the amount payable upon redemption under the Conditions in respect of the Instruments represented by this Global Certificate and (unless the Instruments represented by this Certificate do not bear interest) to pay interest in respect of such Instruments from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the methods of calculation provided for in the Conditions, save that the calculation is made in respect of the total aggregate amount of the Instruments represented by this Global Certificate, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions. Each payment will be made to, or to the order of, the person whose name is entered on the Register at the close of business on the record date which shall be on the Clearing System Business Day immediately prior to the date for payment, where “Clearing System Business Day” means Monday to Friday inclusive except 25 December and 1 January. For the purposes of this Global Certificate, (a) the holder of the Instruments represented by this Global Certificate is bound by the provisions of the Agency Agreement, (b) the Issuer certifies that the Registered Holder is, at the date hereof, entered in the Register as the holder of the Instruments represented by this Global Certificate, (c) this Global Certificate is evidence of entitlement only, (d) title to the Instruments represented by this Global Certificate passes only on due registration on the Register, and (e) only the holder of the Instruments represented by this Global Certificate is entitled to payments in respect of the Instruments represented by this Global Certificate. Transfer of Instruments represented by Global Certificates If the Schedule hereto states that the Instruments are to be represented by a Global Certificate on issue, transfers of the holding of Instruments represented by this Global Certificate pursuant to Condition 17(a) may only be made in part: (i) if the Instruments represented by this Global Certificate are held on behalf of Euroclear or Clearstream, Luxembourg or any other clearing system (an “Alternative Clearing System”) other than CDS and any such clearing system is closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or announces an intention permanently to cease business or does in fact do so; or (ii) with the consent of the Issuer, provided that, in the case of the first transfer of part of a holding pursuant to (i) above, the holder of the Instruments represented by this Global Certificate has given the Registrar not less than 30 days’ notice at its specified office of such holder’s intention to effect such transfer. Where the holding of Instruments represented by this Global Certificate is only transferable in its entirety, the Certificate issued to the transferee upon transfer of such holding shall be a Global Certificate. Where transfers are permitted in part, Certificates issued to transferees shall not be Global Certificates unless the transferee so requests and certifies to the Registrar that it is, or is acting as a nominee for, Clearstream, Luxembourg, Euroclear and/or an Alternative Clearing System. Meetings For the purposes of any meeting of Instrumentholders, the holder of the Instruments represented by this Global Certificate shall (unless this Global Certificate represents only one Instrument) be treated as two persons for the purposes of any quorum requirements of a meeting of Instrumentholders and as being entitled to one vote in respect of each integral currency unit of the Specified Currency of the Instruments. This Global Certificate shall not become valid for any purpose until authenticated by or on behalf of the Registrar and in the case of instruments held under the NSS only, effectuated by the entity appointed as Common Safekeeper by the relevant Clearing Systems. A42485973 28 This Global Certificate and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law.

A42485973 29 In witness whereof the Issuer has caused this Global Certificate to be signed on its behalf. Dated as of the Issue Date. NATIONAL GRID NORTH AMERICA INC. By: CERTIFICATE OF AUTHENTICATION This Global Certificate is authenticated by or on behalf of the Registrar. THE BANK OF NEW YORK MELLON SA/NV, DUBLIN BRANCH as Registrar By: Authorised Signatory For the purposes of authentication only. [Effectuation This Global Certificate is effectuated by or on behalf of the Common Safekeeper CLEARSTREAM BANKING S.A. as Common Safekeeper By: Authorised Signatory For the purposes of effectuation of Instruments held through the NSS only.] A42485973 30 Form of Transfer For value received the undersigned transfers to .................................................................... .................................................................... (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF TRANSFEREE) [●] nominal amount of the Instruments represented by this Global Certificate, and all rights under them. Dated ........................................................ Signed ............................................. Certifying Signature Notes: (i) The signature of the person effecting a transfer shall conform to a list of duly authorised specimen signatures supplied by the holder of the Instruments represented by this Global Certificate or (if such signature corresponds with the name as it appears on the face of this Global Certificate) be certified by a notary public or a recognised bank or be supported by such other evidence as a Transfer Agent or the Registrar may reasonably require. (ii) A representative of the Instrumentholder should state the capacity in which he signs e.g. executor.

A42485973 31 Schedule [Insert the provisions of the relevant Final Terms that relate to the Conditions or the Global Certificate as the Schedule.] A42485973 32 Form of Global Certificate (CDS)* Unless this certificate is presented by an authorised representative of CDS Clearing and Depository Services Inc. (“CDS”) to National Grid North America Inc. or its agent for registration of transfer, exchange or payment, and any certificate issued in respect thereof is registered in the name of CDS & CO., or in such other name as is requested by an authorised representative of CDS (and any payment is made to CDS & CO. or to such other entity as is requested by an authorised representative of CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered holder hereof, CDS & CO., has a property interest in the securities represented by this certificate herein and it is a violation of its rights for another person to hold, transfer or deal with this certificate. ISIN: CUSIP: [Common Code:] [BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON, AS DEFINED IN THE U.S. SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), NOR IS IT PURCHASING FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON, AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.]† NATIONAL GRID NORTH AMERICA INC. (incorporated in the State of Delaware, United States of America) EURO MEDIUM TERM NOTE PROGRAMME [Title of Instruments] Series No. [•] Tranche No. [•] [TEMPORARY / PERMANENT] GLOBAL CERTIFICATE Global Certificate No. [●] This Global Certificate is issued in respect of the Instruments (the “Instruments”) of the Tranche and Series specified in Part A of the Schedule hereto of National Grid North America Inc. (the “Issuer”). This Global Certificate certifies that the person whose name is entered in the Register being CDS & CO. of 100 Adelaide Street West, Toronto, Ontario, Canada M5H 1S3 (the “Registered Holder”) is registered as the holder of an issue of Instruments of the nominal amount, specified currency and specified denomination set out in Part A of the Schedule hereto. Interpretation and Definitions References in this Global Certificate to the “Conditions” are to the Terms and Conditions applicable to the Instruments (which are in the form set out in Schedule 2 (Terms and Conditions of the Instruments) to the amended and restated trust deed (as amended or supplemented as at the Issue Date, the “Trust Deed”) dated 4 August 2023 between the Issuer and The Law Debenture Trust Corporation p.l.c. as trustee, as such form is supplemented and/or modified and/or superseded by the provisions of this Global Certificate (including the supplemental definitions and any modifications or additions set out the Schedule hereto), which in the event of any conflict shall prevail). Other * CDS requires manual “wet ink” signatures. Master note cannot be used. † To be included on the face of the Temporary Global Certificate and may be removed no earlier than 40 days after the issue date upon certification of non-U.S. beneficial ownership.

A42485973 33 capitalised terms used in this Global Certificate shall have the meanings given to them in the Conditions or the Trust Deed. Promise to Pay The Issuer, for value received, promises to pay to the holder of the Instruments represented by this Global Certificate (subject to surrender of this Global Certificate if no further payment falls to be made in respect of such Instruments) on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the Instruments represented by this Global Certificate and (unless the Instruments represented by this Certificate do not bear interest) to pay interest in respect of such Instruments from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the methods of calculation provided for in the Conditions, save that the calculation is made in respect of the total aggregate amount of the Instruments represented by this Global Certificate, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions. Each payment will be made to, or to the order of, the person whose name is entered on the Register at the close of business on the record date which shall be on the Clearing System Business Day immediately prior to the date for payment, where “Clearing System Business Day” means a day on which CDS is open for business. For the purposes of this Global Certificate, (a) the holder of the Instruments represented by this Global Certificate is bound by the provisions of the Agency Agreement, (b) the Issuer certifies that the Registered Holder is, at the date hereof, entered in the Register as the holder of the Instruments represented by this Global Certificate, (c) this Global Certificate is evidence of entitlement only, (d) title to the Instruments represented by this Global Certificate passes only on due registration on the Register, (e) only the holder of the Instruments represented by this Global Certificate is entitled to payments in respect of the Instruments represented by this Global Certificate, and (f) the rights of a person holding an interest in any Instruments held in or through CDS are subject to the rules and procedures of CDS (as amended or replaced from time to time), established by CDS, together with any procedures (as amended or replaced from time to time), established by CDS in respect of the CDSX system. Transfer of Instruments represented by Global Certificates If the Schedule hereto states that the Instruments are to be represented by a Global Certificate on issue, transfers of the holding of Instruments represented by this Global Certificate pursuant to Condition 17(a) may only be made in part: (i) if the Global Certificate is held by or on behalf of CDS and (A) CDS has notified the Issuer that it is unwilling or unable to continue to act as a depositary for the Instruments and a successor depositary is not appointed by the Issuer within 90 working days after receiving such notice; or (B) CDS ceases to be a recognised clearing agency under applicable Canadian or provincial securities legislation and no successor clearing system satisfactory to the Trustee is available within 90 working days after the Issuer becomes aware that CDS is no longer so recognised; or (ii) with the consent of the Issuer. Where the holding of Instruments represented by this Global Certificate is only transferable in its entirety, the Certificate issued to the transferee upon transfer of such holding shall be a Global Certificate. Where transfers are permitted in part, Certificates issued to transferees shall not be A42485973 34 Global Certificates unless the transferee so requests and certifies to the Registrar that it is, or is acting as a nominee for, CDS and/or an Alternative Clearing System. Meetings For the purposes of any meeting of Instrumentholders, the holder of the Instruments represented by this Global Certificate shall (unless this Global Certificate represents only one Instrument) be treated as two persons for the purposes of any quorum requirements of a meeting of Instrumentholders and as being entitled to one vote in respect of each integral currency unit of the Specified Currency of the Instruments. This Global Certificate shall not become valid for any purpose until authenticated by or on behalf of the Canadian Paying Agent and in the case of instruments held under the NSS only, effectuated by the entity appointed as Common Safekeeper by the relevant Clearing Systems. This Global Certificate and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law.

A42485973 35 In witness whereof the Issuer has caused this Global Certificate to be signed on its behalf. Dated [include actual issue date for Instruments settling in CDS]. NATIONAL GRID NORTH AMERICA INC. By: CERTIFICATE OF AUTHENTICATION This Global Certificate is authenticated by or on behalf of the Canadian Paying Agent. BNY TRUST COMPANY OF CANADA as Canadian Paying Agent By: Authorised Signatory For the purposes of authentication only. A42485973 36 Form of Transfer For value received the undersigned transfers to .................................................................... .................................................................... (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF TRANSFEREE) [●] nominal amount of the Instruments represented by this Global Certificate, and all rights under them. Dated ........................................................ Signed ............................................. Certifying Signature Notes: (i) The signature of the person effecting a transfer shall conform to a list of duly authorised specimen signatures supplied by the holder of the Instruments represented by this Global Certificate or (if such signature corresponds with the name as it appears on the face of this Global Certificate) be certified by a notary public or a recognised bank or be supported by such other evidence as a Transfer Agent or the Registrar may reasonably require. (ii) A representative of the Instrumentholder should state the capacity in which he signs e.g. executor.

A42485973 37 Schedule [Insert the provisions of the relevant Final Terms that relate to the Conditions or the Global Certificate as the Schedule.] A42485973 38 Schedule 1 Part B Form of Certificate NATIONAL GRID NORTH AMERICA INC. (incorporated in the State of Delaware, United States of America) EURO MEDIUM TERM NOTE PROGRAMME Series No. [●] Tranche No. [●] [Title of issue] This Certificate certifies that [●] of [●] (the “Registered Holder”) is, as at the date hereof, registered as the holder of [nominal amount] of Instruments of the Series of Instruments referred to above (the “Instruments”) of National Grid North America Inc. (the “Issuer”), designated as specified in the title hereof. The Instruments are subject to the Terms and Conditions (the “Conditions”) endorsed hereon and are issued subject to, and with the benefit of, the Trust Deed referred to in the Conditions. Expressions defined in the Conditions have the same meanings in this Certificate. The Issuer, for value received, promises to pay to the holder of the Instrument(s) represented by this Certificate (subject to surrender of this Certificate if no further payment falls to be made in respect of such Instruments) on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the Instruments represented by this Certificate and (unless the Instrument(s) represented by this Certificate do not bear interest) to pay interest in respect of such Instruments from the Interest Commencement Date in arrear at the rates, in the amounts and on the dates for payment provided for in the Conditions together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions. For the purposes of this Certificate, (a) the holder of the Instrument(s) represented by this Certificate is bound by the provisions of the Agency Agreement, (b) the Issuer certifies that the Registered Holder is, at the date hereof, entered in the Register as the holder of the Instrument(s) represented by this Certificate, (c) this Certificate is evidence of entitlement only, (d) title to the Instrument(s) represented by this Certificate passes only on due registration on the Register, and (e) only the holder of the Instrument(s) represented by this Certificate is entitled to payments in respect of the Instrument(s) represented by this Certificate. This Certificate shall not become valid for any purpose until authenticated by or on behalf of the Registrar.

A42485973 39 In witness whereof the Issuer has caused this Certificate to be signed on its behalf. Dated as of the Issue Date. NATIONAL GRID NORTH AMERICA INC. By: CERTIFICATE OF AUTHENTICATION This Certificate is authenticated by or on behalf of the Registrar. THE BANK OF NEW YORK MELLON SA/NV, DUBLIN BRANCH as Registrar By: Authorised Signatory For the purposes of authentication only. A42485973 40 On the back: Terms and Conditions of the Instruments [The Terms and Conditions that are set out in Schedule 2 to the Trust Deed as amended by and incorporating any additional provisions forming part of such Terms and Conditions and set out in Part A of the relevant Final Terms shall be set out here.]

A42485973 41 Form of Transfer For value received the undersigned transfers to .................................................................... .................................................................... (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF TRANSFEREE) [●] nominal amount of the Instruments represented by this Certificate, and all rights under them. Dated ........................................................ Signed ............................................. Certifying Signature Notes: (i) The signature of the person effecting a transfer shall conform to a list of duly authorised specimen signatures supplied by the holder of the Instruments represented by this Certificate or (if such signature corresponds with the name as it appears on the face of this Certificate) be certified by a notary public or a recognised bank or be supported by such other evidence as a Transfer Agent or the Registrar may reasonably require. (i) A representative of the Instrumentholder should state the capacity in which he signs. Unless the context otherwise requires capitalised terms used in this Form of Transfer have the same meaning as in the amended and restated Trust Deed dated 4 August 2023 between the Issuer and the Trustee, [OTHER]. [TO BE COMPLETED BY TRANSFEREE: [INSERT ANY REQUIRED TRANSFEREE REPRESENTATIONS, CERTIFICATIONS, ETC.]] ISSUING AND PAYING AGENT, TRANSFER AGENT, CALCULATION AGENT AND REGISTRAR ISSUING AND PAYING AGENT AND TRANSFER AGENT AND CALCULATION AGENT The Bank of New York Mellon, London Branch 160 Queen Victoria Street London EC4V 4LA REGISTRAR AND TRANSFER AGENT The Bank of New York Mellon SA/NV, Dublin Branch Riverside Two Sir John Rogerson's Quay Grand Canal Dock Dublin 2 Ireland PAYING AGENT AND TRANSFER AGENT Quintet Private Bank (Europe) S.A. 43 Boulevard Royal L-2955 Luxembourg A42485973 42 Schedule 2 Terms and Conditions of the Instruments National Grid North America Inc. (“NGNA” and, the “Issuer”) has established a Euro Medium Term Note Programme (the “Programme”) for the issuance of up to Euro 8,000,000,000 in aggregate principal amount of debt instruments (the “Instruments”). The Instruments are constituted by an amended and restated Trust Deed (as amended or supplemented from time to time, the “Trust Deed”) dated 4 August 2023 between the Issuer and The Law Debenture Trust Corporation p.l.c. (the “Trustee”, which expression shall include all persons for the time being the trustee or trustees under the Trust Deed) as trustee for the Instrumentholders (as defined below). These terms and conditions (the “Conditions”) include summaries of, and are subject to, the detailed provisions of the Trust Deed which includes the form of the Certificates. An amended and restated Agency Agreement (as amended or supplemented from time to time, the “Agency Agreement”) dated 4 August 2023 has been entered into in relation to the Instruments between the Issuer, the Trustee, The Bank of New York Mellon, London Branch as initial issuing and paying agent, calculation agent and transfer agent, The Bank of New York Mellon SA/NV, Dublin Branch as the registrar and transfer agent, Quintet Private Bank (Europe) S.A. as paying agent and transfer agent, BNY Trust Company of Canada as Canadian paying agent and the other agent(s) named in it. The issuing and paying agent, the paying agent(s), the registrar, the transfer agents, the calculation agent(s) and the Canadian paying agent for the time being (if any) are referred to below respectively as the “Issuing and Paying Agent”, the “Paying Agents” (which expression shall include the Issuing and Paying Agent), the “Registrar”, the “Transfer Agents” (which expression shall include the Registrar) the “Calculation Agent(s)” and the “Canadian Paying Agent”. Electronic copies of the Trust Deed and the Agency Agreement may be provided by email to an Instrumentholder following such Instrumentholder prior written request to the Trustee, any Paying Agent or the Registrar, in any such case upon provision of proof of holding and identity (in a form satisfactory to the Trustee, the relevant Paying Agent or the Registrar, as the case may be). 1 Form, Denomination and Title The Instruments are issued in registered form in the Specified Denomination(s) specified in the relevant Final Terms and are serially numbered. Instruments of one Specified Denomination are not exchangeable for Instruments of another Specified Denomination. This Instrument is a Fixed Rate Instrument, a Floating Rate Instrument, a Zero Coupon Instrument, or a combination of any of the preceding kinds of Instruments, depending upon the Interest and Redemption Basis specified in the relevant Final Terms. Instruments are represented by registered certificates (“Certificates”) and, save as provided in Condition 17(a), each Certificate shall represent the entire holding of Instruments by the same holder. Certificates will initially be represented by a Temporary Global Certificate. Beneficial interests in a Temporary Global Certificate will be exchangeable for a Permanent Global Certificate not earlier than 40 days after the issue date upon certification of non-U.S. beneficial ownership. Title to the Instruments shall pass by registration in the register (the “Register”) that the Issuer shall procure to be kept by the Registrar in accordance with the provisions of the Agency Agreement. Except as ordered by a court of competent jurisdiction or as required by law, the Issuer and the Paying Agents shall be entitled to treat the holder (as defined below) of any Instrument as the absolute owner of that Instrument, whether or not it is overdue and regardless of any notice of ownership, trust or an interest in it, any writing on it (or on the Certificate representing it) or its theft or loss (or that of the related Certificate) and shall not be required to obtain any proof of ownership as to the identity of the holder.

A42485973 43 In these Conditions, “Instrumentholder” and “holder” means the person in whose name an Instrument is registered and capitalised terms have the meanings given to them herein, the absence of any such meaning indicating that such term is not applicable to the Instruments. 2 Status and Negative Pledge 2.1 Status The Instruments constitute direct, unconditional and unsecured obligations of the Issuer and rank pari passu without any preference or priority among themselves. The payment obligations of the Issuer under the Instruments shall, subject to such exceptions as are from time to time applicable under the laws of England, rank equally with all other present and future unsecured obligations (other than subordinated obligations, if any) of the Issuer. 2.2 Negative Pledge So long as any Instrument remains outstanding (as defined in the Trust Deed) the Issuer will not create or permit to subsist any mortgage, charge, pledge, lien or other form of encumbrance or security interest (“Security”) upon the whole or any part of its undertaking, assets or revenues present or future to secure any Relevant Indebtedness, or any guarantee of or indemnity in respect of any Relevant Indebtedness unless, at the same time or prior thereto, the Issuer’s obligations under the Instruments and the Trust Deed (a) are secured equally and rateably therewith or benefit from a guarantee or indemnity in substantially identical terms thereto, as the case may be, in each case to the satisfaction of the Trustee, or (b) have the benefit of such other security, guarantee, indemnity or other arrangement as the Trustee in its absolute discretion shall deem to be not materially less beneficial to the Instrumentholders or as shall be approved by an Extraordinary Resolution (as defined in the Trust Deed) of the Instrumentholders. For the purposes of these Conditions, “Relevant Indebtedness” means any present or future indebtedness in the form of, or represented by, bonds, notes, debentures, loan stock or other securities which (in each case, with the agreement of the Issuer) is quoted, listed or ordinarily dealt in on any stock exchange. 3 Interest 3.1 Interest on Fixed Rate Instruments Each Fixed Rate Instrument bears interest on its outstanding nominal amount from the Interest Commencement Date at the rate per annum (expressed as a percentage) equal to the Rate of Interest, payable in arrear on each Interest Payment Date. The amount of Interest payable shall be determined in accordance with Condition 3.6. If a Fixed Coupon Amount or a Broken Amount is specified in the relevant Final Terms, the amount of interest payable on each Interest Payment Date will amount to the Fixed Coupon Amount, or, if applicable, the Broken Amount so specified and in the case of a Broken Amount will be payable on the particular Interest Payment Date(s) specified in the relevant Final Terms. 3.2 Interest on Floating Rate Instruments 3.2.1 Interest Payment Dates Each Floating Rate Instrument bears interest on its outstanding nominal amount from the Interest Commencement Date at the rate per annum (expressed as a percentage) equal to the Rate of Interest, such interest being payable in arrear on each Interest Payment Date. The amount of Interest payable shall be determined in accordance with Condition 3.6. Such Interest Payment Date(s) is/are either specified in the relevant A42485973 44 Final Terms as Specified Interest Payment Dates or, if no Specified Interest Payment Date(s) is/are specified in the relevant Final Terms, Interest Payment Date shall mean each date which falls the number of months or other period shown on this Instrument as the Interest Period after the preceding Interest Payment Date or, in the case of the first Interest Payment Date, after the Interest Commencement Date. 3.2.2 Business Day Convention If any date which is specified to be subject to adjustment in accordance with a Business Day Convention would otherwise fall on a day which is not a Business Day, then, if the Business Day Convention specified is (a) the Floating Rate Convention, such date shall be postponed to the next day which is a Business Day unless it would then fall into the next calendar month, in which event (x) such date shall be brought forward to the immediately preceding Business Day and (y) each subsequent such date shall be the last Business Day of the month in which such date would have fallen had it not been subject to adjustment, (b) the Following Business Day Convention, such date shall be postponed to the next day which is a Business Day, (c) the Modified Following Business Day Convention, such date shall be postponed to the next day which is a Business Day unless it would then fall into the next calendar month, in that event such date shall be brought forward to the immediately preceding Business Day or (d) the Preceding Business Day Convention, such date shall be brought forward to the immediately preceding Business Day. 3.2.3 Rate of Interest for Floating Rate Instruments The Rate of Interest in respect of Floating Rate Instruments for each Interest Accrual Period shall be determined in the manner specified in the relevant Final Terms and the provisions below relating to either ISDA Determination or Screen Rate Determination shall apply, depending upon which is specified on this Instrument. (a) ISDA Determination for Floating Rate Instruments: Where ISDA Determination is specified in the relevant Final Terms as the manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest Accrual Period shall be determined by the Calculation Agent as a rate equal to the relevant ISDA Rate. For the purposes of this sub-paragraph (a), “ISDA Rate” for an Interest Accrual Period means a rate equal to the Floating Rate which would be determined by the Calculation Agent under a Swap Transaction under the terms of an agreement incorporating the ISDA Definitions and under which: (i) the Floating Rate Option is as specified in the relevant Final Terms; (ii) the Designated Maturity is a period specified in the relevant Final Terms; and (iii) the relevant Reset Date is the first day of that Interest Accrual Period unless otherwise specified in the relevant Final Terms. For the purposes of this sub-paragraph (a), “Floating Rate”, “Calculation Agent”, “Floating Rate Option”, “Designated Maturity”, “Reset Date” and “Swap Transaction” have the meanings given to those terms in the ISDA Definitions. (b) Screen Rate Determination for Floating Rate Instruments not referencing SONIA or CORRA: (i) Where Screen Rate Determination is specified in the relevant Final Terms as the manner in which the Rate of Interest is to be determined, and unless the Reference Rate in respect of the relevant Series of

A42485973 45 Floating Rate Instruments is specified in the relevant Final Terms as being “SONIA Compounded Index Rate”, “SONIA Compounded Daily Reference Rate” or “CORRA”, the Rate of Interest for each Interest Accrual Period will, subject to Condition 3.10 and as provided below, be either: (x) the offered quotation; or (y) the arithmetic mean of the offered quotations, (expressed as a percentage rate per annum) for the Reference Rate (being EURIBOR) which appears or appear, as the case may be, on the Relevant Screen Page (or such replacement page on that service which displays the information) as at 11.00 a.m. Brussels time on the Interest Determination Date in question as determined by the Calculation Agent. If five or more of such offered quotations are available on the Relevant Screen Page, the highest (or, if there is more than one such highest quotation, one only of such quotations) and the lowest (or, if there is more than one such lowest quotation, one only of such quotations) shall be disregarded by the Calculation Agent for the purpose of determining the arithmetic mean of such offered quotations. (ii) If the Relevant Screen Page is not available or if, sub-paragraph (i)(x) applies and no such offered quotation appears on the Relevant Screen Page or if sub-paragraph (i)(y) above applies and fewer than three such offered quotations appear on the Relevant Screen Page in each case as at the time specified above, subject as provided below, the Issuer shall request the principal Euro-zone office of each of the Reference Banks to provide the Calculation Agent with its offered quotation (expressed as a percentage rate per annum) for the Reference Rate at approximately 11.00 a.m. (Brussels time) on the Interest Determination Date in question. If two or more of the Reference Banks provide the Calculation Agent with such offered quotations, the Rate of Interest for such Interest Accrual Period shall be the arithmetic mean of such offered quotations as determined by the Calculation Agent; and (iii) if paragraph (ii) above applies and the Calculation Agent determines that fewer than two Reference Banks are providing offered quotations, subject as provided below, the Rate of Interest shall be the arithmetic mean of the rates per annum (expressed as a percentage) as communicated to (and at the request of) the Calculation Agent by the Reference Banks or any two or more of them, at which such banks were offered at approximately 11.00 a.m. (Brussels time) on the relevant Interest Determination Date, deposits in the Specified Currency for a period equal to that which would have been used for the Reference Rate by leading banks in the Euro-zone inter-bank market, or, if fewer than two of the Reference Banks provide the Calculation Agent with such offered rates, the offered rate for deposits in the Specified Currency for a period equal to that which would have been used for the Reference Rate, or the arithmetic mean of the offered rates for deposits in the Specified Currency for a period equal to that which would have been used for the Reference Rate, at which, at approximately 11.00 a.m. (Brussels time), on the relevant Interest Determination Date, any one or more banks (which bank or banks is or are in the opinion of the Trustee A42485973 46 and the Issuer suitable for such purpose) informs the Calculation Agent it is quoting to leading banks in the Euro-zone inter-bank market, provided that, if the Rate of Interest cannot be determined in accordance with the foregoing provisions of this paragraph, the Rate of Interest shall be determined as at the last preceding Interest Determination Date (though substituting, where a different Margin or Maximum or Minimum Rate of Interest is to be applied to the relevant Interest Accrual Period from that which applied to the last preceding Interest Accrual Period, the Margin or Maximum or Minimum Rate of Interest relating to the relevant Interest Accrual Period, in place of the Margin or Maximum or Minimum Rate of Interest relating to that last preceding Interest Accrual Period). (c) Screen Rate Determination for Floating Rate Instruments referencing SONIA: (A) SONIA Compounded Index Rate Where (i) Screen Rate Determination is specified in the relevant Final Terms as the manner in which the Rate of Interest is to be determined and (ii) the Reference Rate is specified in the relevant Final Terms as being “SONIA Compounded Index Rate”, the Rate of Interest for each Interest Accrual Period will, subject to Conditions 3.5 and 3.10, be the SONIA Compounded Index Rate, where: “SONIA Compounded Index Rate” means, with respect to an Interest Accrual Period, the rate of return of a daily compound interest investment during the Observation Period corresponding to such Interest Accrual Period (with the daily Sterling overnight reference rate as reference rate for the calculation of interest) and will be calculated by the Calculation Agent on the relevant Interest Determination Date, as follows, and the resulting percentage will be rounded, if necessary, to the fourth decimal place, with 0.00005 being rounded upwards, ( 𝑆𝑂𝑁𝐼𝐴 𝐶𝑜𝑚𝑝𝑜𝑢𝑛𝑑𝑒𝑑 𝐼𝑛𝑑𝑒𝑥𝐸𝑁𝐷 𝑆𝑂𝑁𝐼𝐴 𝐶𝑜𝑚𝑝𝑜𝑢𝑛𝑑𝑒𝑑 𝐼𝑛𝑑𝑒𝑥𝑆𝑇𝐴𝑅𝑇 − 1) × ( 365 𝑑 ) provided, however, that, and subject to Condition 3.10, if the SONIA Compounded Index Value is not available in relation to any Interest Accrual Period on the Relevant Screen Page or on the Bank of England's website at www.bankofengland.co.uk/boeapps/database/ (or such other page or website as may replace such page for the purposes of publishing the SONIA Compounded Index) for the determination of either or both of SONIA Compounded IndexSTART and SONIA Compounded IndexEND, the Rate of Interest shall be calculated for such Interest Accrual Period on the basis of the SONIA Compounded Daily Reference Rate as set out in Condition 3.2.3(c)(B) as if SONIA Compounded Daily Reference Rate with Observation Shift had been specified in the relevant Final Terms and the Relevant Screen Page shall be deemed to be the Relevant Fallback Screen Page as specified in the relevant Final Terms, where: “d” means the number of calendar days in the relevant Observation Period;

A42485973 47 “London Business Day” means any day on which commercial banks are open for general business (including dealing in foreign exchange and foreign currency deposits) in London; “Observation Period” means, in respect of an Interest Accrual Period, the period from (and including) the date falling “p” London Business Days prior to the first day of such Interest Accrual Period (and the first Observation Period shall begin on and include the date which is “p” London Business Days prior to the Interest Commencement Date) and ending on (but excluding) the date which is “p” London Business Days prior to the relevant Interest Payment Date (or the date falling “p” London Business Days prior to such earlier date, if any, on which the Instruments become due and payable); “p” means, for any Interest Accrual Period the whole number specified in the relevant Final Terms (or, if no such number is so specified, five London Business Days, provided that a number lower than five shall only be so specified with the prior agreement of the Calculation Agent) representing a number of London Business Days; “SONIA Compounded Index” means the index known as the SONIA Compounded Index administered by the Bank of England (or any successor administrator thereof); “SONIA Compounded IndexEND” means the SONIA Compounded Index Value on the last day of the relevant Observation Period; “SONIA Compounded IndexSTART” means the SONIA Compounded Index Value on the first day of the relevant Observation Period; and “SONIA Compounded Index Value” means in relation to any London Business Day, the value of the SONIA Compounded Index as published by authorised distributors on the Relevant Screen Page on such London Business Day or, if the value of the SONIA Compounded Index cannot be obtained from the Relevant Screen Page, as published on the Bank of England’s Website at www.bankofengland.co.uk/boeapps/database/ (or such other page or website as may replace such page for the purposes of publishing the SONIA Compounded Index) on such London Business Day. (B) SONIA Compounded Daily Reference Rate Where (i) Screen Rate Determination is specified in the relevant Final Terms as the manner in which the Rate of Interest is to be determined and (ii) the Reference Rate is specified in the relevant Final Terms as being SONIA Compounded Daily Reference Rate, the Rate of Interest for each Interest Accrual Period will, subject to Conditions 3.5 and 3.10, be the SONIA Compounded Daily Reference Rate as follows, “SONIA Compounded Daily Reference Rate” means, in respect of an Interest Accrual Period, the rate of return of a daily compound interest investment (with the daily Sterling overnight reference rate as reference rate for the calculation of interest) and will be calculated by the Calculation Agent on the relevant Interest Determination Date, as follows, and the resulting percentage will be rounded, if necessary, to the fourth decimal place, with 0.00005 being rounded upwards, A42485973 48 [∏ (1 + 𝑆𝑂𝑁𝐼𝐴i × ni 365 ) 𝑑𝑜 𝑖 = 1 − 1] × 365 𝑑 Where: “London Business Day”, “Observation Period” and “p” have the respective meanings set out under Condition 3.2.3(c)(A); “d” is the number of calendar days in the relevant: (i) Observation Period, where Observation Shift is specified in the relevant Final Terms; or (ii) Interest Accrual Period, where Lag is specified in the relevant Final Terms; “do” is the number of London Business Days in the relevant: (i) Observation Period, where Observation Shift is specified in the relevant Final Terms; or (ii) Interest Accrual Period, where Lag is specified in the relevant Final Terms; “i” is a series of whole numbers from one to do, each representing the relevant London Business Day in chronological order from, and including, the first London Business Day in the relevant: (i) Observation Period, where Observation Shift is specified in the relevant Final Terms to, and including, the last London Business Day in the relevant Observation Period; or (ii) Interest Accrual Period, where Lag is specified in the relevant Final Terms to, and including, the last London Business Day in the relevant Interest Accrual Period; “ni”, for any London Business Day “i”, means the number of calendar days from, and including, such London Business Day “i” up to, but excluding, the following London Business Day; “SONIAi” means, in relation to any London Business Day, the SONIA reference rate in respect of: (i) that London Business Day “i”, where Observation Shift is specified in the relevant Final Terms; or (ii) the London Business Day (being a London Business Day falling in the relevant Observation Period) falling “p” London Business Days prior to the relevant London Business Day “i”, where Lag is specified in the relevant Final Terms; and the “SONIA reference rate”, in respect of any London Business Day, is a reference rate equal to the daily Sterling Overnight Index Average (“SONIA”) rate for such London Business Day as provided by the administrator of SONIA to authorised distributors and as then published on the Relevant Screen Page on the next following London Business Day or, if the Relevant Screen Page is unavailable, as published by authorised distributors on such London Business Day or, if SONIA

A42485973 49 cannot be obtained from the Relevant Screen Page, as published on the Bank of England’s Website at www.bankofengland.co.uk/boeapps/database/ (or such other page or website as may replace such page for the purposes of publishing the SONIA reference rate). (C) Subject to Condition 3.10, where either (i) SONIA Compounded Daily Reference Rate is specified in the relevant Final Terms, or (ii) the SONIA Compounded Index Rate is specified in the relevant Final Terms and Condition 3.2.3(c)(B) applies, if, in respect of any London Business Day, the SONIA reference rate is not available on the Relevant Screen Page or Relevant Fallback Screen Page as applicable, (or as otherwise provided in the relevant definition thereof) or as published on the Bank of England's website at www.bankofengland.co.uk/boeapps/database/ (or such other page or website as may replace such page for the purposes of publishing the SONIA reference rate), such Reference Rate shall be: (i) (i) the Bank of England’s Bank Rate (the “Bank Rate”) prevailing at 5.00 p.m. (or, if earlier, close of business) on the relevant London Business Day; plus (ii) the mean of the spread of the SONIA reference rate to the Bank Rate over the previous five days on which the SONIA reference rate has been published, excluding the highest spread (or, if there is more than one highest spread, one only of those highest spreads) and lowest spread (or, if there is more than one lowest spread, one only of those lowest spreads) to the Bank Rate, or (ii) if such Bank Rate is not available, the SONIA reference rate published on the Relevant Screen Page (or as otherwise provided in the relevant definition thereof) or (if later) as published on the Bank of England’s website at www.bankofengland.co.uk/boeapps/database/ (or such other page or website as may replace such page for the purposes of publishing the SONIA reference rate) for the first preceding London Business Day on which the SONIA reference rate was published on the Relevant Screen Page (or as otherwise provided in the relevant definition thereof) or (if later) as published on the Bank of England’s website at www.bankofengland.co.uk/boeapps/database/ (or such other page or website as may replace such page for the purposes of publishing the SONIA reference rate), and in each case, SONIAi shall be interpreted accordingly. (D) If the Rate of Interest cannot be determined in accordance with the foregoing provisions, but without prejudice to Condition 3.10, the Rate of Interest shall be (i) that determined as at the last preceding Interest Determination Date (though substituting, where a different Margin or Maximum Rate of Interest or Minimum Rate of Interest is to be applied to the relevant Interest Accrual Period from that which applied to the last preceding Interest Accrual Period, the Margin or Maximum Rate of Interest or Minimum Rate of Interest relating to the relevant Interest Accrual Period, in place of the Margin or Maximum Rate of Interest or A42485973 50 Minimum Rate of Interest relating to that last preceding Interest Accrual Period) or (ii) if there is no such preceding Interest Determination Date, the initial Rate of Interest which would have been applicable to such Series of Instruments for the first Interest Accrual Period had the Instruments been in issue for a period equal in duration to the scheduled first Interest Accrual Period but ending on (and excluding) the Interest Commencement Date (but applying the Margin and any Maximum Rate of Interest or Minimum Rate of Interest applicable to the first Interest Accrual Period). (E) If the relevant Series of Instruments become due and payable prior to the Maturity Date, the final Interest Determination Date shall, notwithstanding any Interest Determination Date specified in the relevant Final Terms, be deemed to be the date on which such Instruments became due and payable and the Rate of Interest on such Instruments shall, for so long as any such Instrument remains outstanding, be that determined on such date and as if (solely for the purpose of such interest determination) the relevant Interest Accrual Period had been shortened accordingly. (d) Screen Rate Determination for Floating Rate Instruments referencing CORRA Where (i) Screen Rate Determination is specified in the relevant Final Terms as the manner in which the Rate of Interest is to be determined and (ii) the Reference Rate is specified in the relevant Final Terms as being “CORRA”, the Rate of Interest for each Interest Accrual Period will, subject to Conditions 3.5 and 3.10, be Compounded Daily CORRA as follows: “Compounded Daily CORRA” means, in respect of an Interest Accrual Period, the rate of return of a daily compounded interest investment (with the daily Canadian Dollar overnight repurchase rate as the reference rate for the calculation of interest) and will be calculated by the Calculation Agent on the relevant Interest Determination Date, as follows and the resulting percentage will be rounded, if necessary, to the fourth decimal place, with 0.00005 being rounded upwards: ⌈ 𝑑° ∏ 𝑖 = 1 (1 + 𝐶𝑂𝑅𝑅𝐴𝑖−𝑝𝑇𝐵𝐷 × 𝑛𝑖 365 ) − 1⌉ × 365 𝑑 where: “d” means the number of calendar days in the relevant Interest Accrual Period; “d0” is the number of Toronto Business Days in the relevant Interest Accrual Period; “i” means a series of whole numbers from one to d0, each representing the relevant Business Day in chronological order from, and including, the first Toronto Business Day in the relevant Interest Accrual Period to, and including, the last Toronto Business Day in the relevant Interest Accrual Period; “ni” for any Toronto Business Day “i”, means the number of calendar days from, and including, such Business Day “i” to, but excluding, the following such Business Day (which is “i” + 1); “Observation Period” means the period from, and including, the date falling “p” Toronto Business Days prior to the relevant Interest Payment Date (and the first

A42485973 51 Interest Accrual Period shall begin on and include the Issue Date) and ending on, but excluding, the date falling “p” Toronto Business Days prior to the next Interest Payment Date for such Interest Accrual Period (or the date falling “p” Toronto Business Days prior to such earlier date, if any, on which the Instruments become due and payable); “Toronto Business Day” a day on which Schedule I banks under the Bank Act (Canada) are open for business in the city of Toronto, Canada; “CORRAi–pTBD” means the CORRA rate for the Toronto Business Day falling “p” number of Toronto Business Days prior to the relevant Toronto Business Day “i”; and “CORRA” with respect to any Toronto Business Day is a reference rate equal to the daily Canadian Overnight Repo Rate Average rate for that day, as published by the Bank of Canada, as the administrator of such rate (or any successor administrator of such rate) on the website of the Bank of Canada or any successor website, in each case as it appears on the Bank of Canada website at 11:30 am, Toronto time, on the Toronto Business Day immediately following that day. If, in respect of any Toronto Business Day in the relevant Observation Period, the applicable CORRA reference rate is not available or has not otherwise been published by the authorised administrator and there has been no Benchmark Event, then (i) the CORRA reference rate shall be equal to the prevailing Bank of Canada target for the overnight rate as displayed on the Bank of Canada website (or any successor website or official publication of the Bank of Canada) on such Toronto Business Day or, if the Bank of Canada does not target a single rate, the mid-point of the target range set by the Bank of Canada and so published (calculated as the arithmetic average of the upper bound of the target range and the lower bound of the target range, rounded, if necessary, to the nearest second decimal place, 0.005 being rounded upwards), and (ii) if no such overnight rate exists the CORRA reference rate in respect of such Toronto Banking Day shall be the CORRA reference rate in respect of the last Toronto Business Day for which such CORRA reference rate was published by the authorised administrator. In the event that the Rate of Interest cannot be determined in accordance with the foregoing provisions and there has not been a Benchmark Event, the Rate of Interest shall be (i) that determined as at the last preceding Interest Determination Date (though substituting, where a different Margin or Maximum Rate of Interest or Minimum Rate of Interest is to be applied to the relevant Interest Accrual Period from that which applied to the last preceding Interest Accrual Period, the Margin or Maximum Rate of Interest or Minimum Rate of Interest relating to the relevant Interest Accrual Period, in place of the Margin or Maximum Rate of Interest or Minimum Rate of Interest relating to that last preceding Interest Accrual Period) or (ii) if there is no such preceding Interest Determination Date, the initial Rate of Interest which would have been applicable to such Series of Instruments for the first Interest Accrual Period had the Instruments been in issue for a period equal in duration to the scheduled first Interest Accrual Period but ending on (and excluding) the Interest Commencement Date (but applying the Margin and any Maximum Rate of Interest or Minimum Rate of Interest applicable to the first Interest Accrual Period). A42485973 52 If the Instruments become due and payable prior to the Maturity Date, the final Interest Determination Date shall, notwithstanding any Interest Determination Date specified in the Final Terms, be deemed to be the date on which the Instruments became due and payable and the Rate of Interest on the Instruments shall, for so long as any such Instruments remain outstanding, be the Rate of Interest determined on such date and as if (solely for the purpose of such interest determination) the relevant Interest Accrual Period had been shortened accordingly. (e) CDOR Rate Determination Where CDOR Rate Determination is specified in the relevant Final Terms as the manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest Accrual Period shall be the sum of the Margin and the average bid rate (expressed as an annual percentage rate) rounded to the nearest one- hundred-thousandth of one per cent. (with 0.000005 per cent. being rounded up) for bankers’ acceptances in Canadian dollars for the relevant Interest Accrual Period which appears on the Reuters Screen CDOR Page (being the Relevant Screen Page) as of approximately 10:15 a.m. (Toronto time) (or the amended publication time for CDOR, if any, specified by Refinitiv Benchmark Services (UK) Limited (or any successor thereto) as CDOR administrator (the “Administrator”) in accordance with its CDOR methodology, as amended from time to time) on the Interest Determination Date, all as determined by the Calculation Agent; provided that if such rate does not appear on the Relevant Screen Page on such day and such day is on or before the CDOR Cessation Date, then CDOR for such Interest Determination Date will be determined using an Alternative CDOR Page as of an Alternative Time on such day. If no such Alternative CDOR Page is available on such day and such day is on or before the CDOR Cessation Date, CDOR for such Interest Determination Date shall be the average of the bid rates of interest (expressed and rounded as set forth above) for Canadian dollar bankers’ acceptances with maturities equal to the relevant Interest Accrual Period for same day settlement as quoted by such of the Schedule I banks (as defined in the Bank Act (Canada)) as may quote such a rate as of approximately 10:15 a.m., Toronto time, on such Interest Determination Date. As used in the foregoing terms and provisions relating to the determination of CDOR: “Alternative CDOR Page” shall mean the display, designated as page “CDOR” on Bloomberg, or an equivalent service that displays average bid rates of interest for Canadian dollar bankers’ acceptances having the index maturity specified in the applicable supplement; “Alternative Time” for any Alternative CDOR Page, shall mean the time of day at which such Alternative CDOR Page becomes available; and “Reuters Screen CDOR Page” means the display designated as page “CDOR03” on the Refinitiv Benchmark Services (UK) Limited (or such other page as may replace the CDOR page on that service) for purposes of publishing or displaying, among other things, Canadian dollars bankers’ acceptance rates. If CDOR cannot be determined as described above on any Interest Determination Date and such Interest Determination Date is on or before the CDOR Cessation Date, then CDOR for that Interest Determination Date will be

A42485973 53 equal to CDOR in effect for the prior Interest Accrual Period or, in the case of the first Interest Accrual Period during the Floating Rate Period, the most recent rate that could have been determined in accordance with the first sentence of the preceding paragraph had the interest rate been a floating rate during the Fixed Rate Period. Notwithstanding the foregoing, if the Issuer or its designee determines that any of the events described below in paragraphs (i), (ii), (iii), (iv) or (v) have occurred, the Calculation Agent shall substitute for CDOR the alternative rates contemplated by paragraphs (i), (ii), (iii), (iv) or (v), but subject to the provisions of paragraph (vi) as applicable, provided that: (a) the rate set out in paragraph (ii) shall only apply if the rate set out in paragraph (i) is not available, (b) the rate set out in paragraph (iii) shall only apply if neither rate set out in paragraphs (i) or (ii) is available, (c) the rate set out in paragraph (iv) shall only apply if none of the rates set out in paragraphs (i), (ii) or (iii) are available, and (d) the rate set out in paragraph (v) shall only apply if none of the rates set out in paragraphs (i), (ii), (iii) or (iv) are available. (i) CDOR Cessation Date After the CDOR Cessation Date, the Rate of Interest will, subject to the provisions of paragraph (vi) below as applicable, be determined as if references to CDOR were references to Fallback Rate (CORRA) for the Original IBOR Rate Record Day that corresponds to the first Toronto Business Day of a relevant Interest Accrual Period (each a “Reset Date”), as most recently provided or published as at 11:30 a.m., Toronto time, on the related Fallback Observation Day. If neither Bloomberg Index Services Limited (or a successor provider as approved and/or appointed by ISDA from time to time) provides, nor authorised distributors publish, Fallback Rate (CORRA) for that Original IBOR Rate Record Day at, or prior to, 11:30 a.m., Toronto time, on the related Fallback Observation Day and a Fallback Index Cessation Effective Date with respect to Fallback Rate (CORRA) has not occurred, then the rate for that Reset Date will be Fallback Rate (CORRA) as most recently provided or published at that time for the most recent Original IBOR Rate Record Day, notwithstanding that such day does not correspond to the Reset Date. (ii) Fallback Rate (CORRA) Upon the occurrence of a Fallback Index Cessation Event with respect to Fallback Rate (CORRA), the rate for a Reset Date for a relevant Interest Accrual Period in respect of which the Fallback Observation Day occurs on or after the Fallback Index Cessation Effective Date with respect to Fallback Rate (CORRA) will be the Canadian Overnight Repo Rate Average (“CORRA”) administered by the Bank of Canada (or any successor administrator), to which the Calculation Agent shall apply the most recently published spread, as at the Fallback Index Cessation Effective Date with respect to Fallback Rate (CORRA), referred to in the definition of “Fallback Rate (CORRA)” after making such adjustments to CORRA as are necessary to account for any difference in term structure or tenor of CORRA by comparison to Fallback Rate (CORRA) and by reference to the Bloomberg IBOR Fallback Rate Adjustments Rule Book. A42485973 54 (iii) CORRA If neither the administrator nor authorised distributors provide or publish CORRA and a Fallback Index Cessation Effective Date with respect to CORRA has not occurred, then, in respect of any day for which CORRA is required, references to CORRA will be deemed to be references to the last provided or published CORRA. If a Fallback Index Cessation Effective Date occurs with respect to each of Fallback Rate (CORRA) and CORRA, then the rate for a Reset Date for a relevant Interest Accrual Period in respect of which the Fallback Observation Day occurs on or after the Fallback Index Cessation Effective Date with respect to Fallback Rate (CORRA) (or, if later, the Fallback Index Cessation Effective Date with respect to CORRA) will be the CAD Recommended Rate, to which the Calculation Agent shall apply the most recently published spread, as at the Fallback Index Cessation Effective Date with respect to Fallback Rate (CORRA), referred to in the definition of “Fallback Rate (CORRA)” after making such adjustments to the CAD Recommended Rate as are necessary to account for any difference in term structure or tenor of the CAD Recommended Rate by comparison to Fallback Rate (CORRA) and by reference to the Bloomberg IBOR Fallback Rate Adjustments Rule Book. (iv) CAD Recommended Rate If there is a CAD Recommended Rate before the end of the first Toronto Business Day following the Fallback Index Cessation Effective Date with respect to Fallback Rate (CORRA) (or, if later, the end of the first Toronto Business Day following the Fallback Index Cessation Effective Date with respect to CORRA) but neither the administrator nor authorised distributors provide or publish the CAD Recommended Rate and a Fallback Index Cessation Effective Date with respect to it has not occurred, then, in respect of any day for which the CAD Recommended Rate is required, references to the CAD Recommended Rate will be deemed to be references to the last provided or published CAD Recommended Rate. If there is no CAD Recommended Rate before the end of the first Toronto Business Day following the Fallback Index Cessation Effective Date with respect to Fallback Rate (CORRA) (or, if later, the end of the first Toronto Business Day following the Fallback Index Cessation Effective Date with respect to CORRA); or there is a CAD Recommended Rate and a Fallback Index Cessation Effective Date subsequently occurs with respect to it, then the rate for a Reset Date for a relevant Interest Accrual Period in respect of which the Fallback Observation Day occurs on or after the Fallback Index Cessation Effective Date with respect to Fallback Rate (CORRA) (or, if later, the Fallback Index Cessation Effective Date with respect to CORRA) or the Fallback Index Cessation Effective Date with respect to the CAD Recommended Rate (as applicable) will be the Bank of Canada's Target for the Overnight Rate as set by the Bank of Canada and published on the Bank of Canada's Website (the “BOC Target Rate”), to which the Calculation Agent shall apply the most recently published spread, as at the Fallback Index Cessation Effective Date with respect to Fallback Rate

A42485973 55 (CORRA), referred to in the definition of “Fallback Rate (CORRA)” after making such adjustments to the BOC Target Rate as are necessary to account for any difference in term structure or tenor of the BOC Target Rate by comparison to Fallback Rate (CORRA) and by reference to the Bloomberg IBOR Fallback Rate Adjustments Rule Book. (v) BOC Target Rate If neither the administrator nor authorised distributors provide or publish the BOC Target Rate and a Fallback Index Cessation Effective Date with respect to the BOC Target Rate has not occurred, then, in respect of any day for which the BOC Target Rate is required, references to the BOC Target Rate will be deemed to be references to the last provided or published BOC Target Rate. (vi) Notwithstanding the foregoing, in connection with the implementation of an Applicable Fallback Rate, the Issuer or its designee may make such adjustments to the Applicable Fallback Rate or the spread thereon, as well as the business day convention, Reset Dates and related provisions and definitions including the Fallback Observation Day, in each case that are consistent with accepted market practice for the debt obligations such as the Instruments in such circumstances. (vii) Definitions For the purposes of paragraphs (i)-(vi) above, the following terms shall have the meaning set out below: “Applicable Fallback Rate” means one of Fallback Rate (CORRA), CORRA, the CAD Recommended Rate, or the BOC Target Rate, as applicable; “Bloomberg IBOR Fallback Rate Adjustments Rule Book” means the IBOR Fallback Rate Adjustments Rule Book published by Bloomberg Index Services Limited (or a successor provider as approved and/or appointed by ISDA from time to time) as updated from time to time in accordance with its terms; “CAD Recommended Rate” means the rate (inclusive of any spreads or adjustments) recommended as the replacement for CORRA by a committee officially endorsed or convened by the Bank of Canada for the purpose of recommending a replacement for CORRA (which rate may be produced by the Bank of Canada or another administrator) and as provided by the administrator of that rate or, if that rate is not provided by the administrator thereof (or a successor administrator), published by an authorised distributor; “CDOR Cessation Date” means, in respect of one or more Index Cessation Events, the first date on which CDOR is no longer provided. If CDOR ceases to be provided on the Relevant Original Fixing Date but it was provided at the time at which it is to be observed pursuant to the terms of the Instruments, then the CDOR Cessation Date will be the next day on which the rate would ordinarily have been published; A42485973 56 “Fallback Index Cessation Effective Date” means, in respect of a Fallback Index Cessation Event, the first date on which the Applicable Fallback Rate is no longer provided. If the Applicable Fallback Rate ceases to be provided on the same day that it is required to determine the rate for a Reset Date pursuant to the terms of the Instruments but it was provided at the time at which it is to be observed pursuant to the terms of the Instruments (or, if no such time is specified in the Instruments, at the time at which it is ordinarily published), then the Fallback Index Cessation Effective Date will be the next day on which the rate would ordinarily have been published; “Fallback Index Cessation Event” means: (A) a public statement or publication of information by or on behalf of the administrator or provider of the Applicable Fallback Rate announcing that it has ceased or will cease to provide the Applicable Fallback Rate permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator or provider that will continue to provide the Applicable Fallback Rate; or (B) if the Applicable Fallback Rate is: (1) Fallback Rate (CORRA), a public statement or publication of information by the regulatory supervisor for the administrator of Fallback Rate (CORRA), the Bank of Canada, an insolvency official with jurisdiction over the administrator for Fallback Rate (CORRA), a resolution authority with jurisdiction over the administrator for Fallback Rate (CORRA) or a court or an entity with similar insolvency or resolution authority over the administrator for Fallback Rate (CORRA), which states that the administrator of Fallback Rate (CORRA) has ceased or will cease to provide the Fallback Rate (CORRA) permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator that will continue to provide Fallback Rate (CORRA); or (2) CORRA, the CAD Recommended Rate, or the BOC Target Rate, a public statement or publication of information by the regulatory supervisor for the administrator or provider of the Applicable Fallback Rate, the Bank of Canada, an insolvency official with jurisdiction over the administrator or provider for the Applicable Fallback Rate, a resolution authority with jurisdiction over the administrator or provider for the Applicable Fallback Rate or a court or an entity with similar insolvency or resolution authority over the administrator or provider for the Applicable Fallback Rate, which states that the administrator or provider of the Applicable Fallback Rate has ceased or will cease to provide the Applicable Fallback Rate permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator or provider that will continue to provide the Applicable Fallback Rate; “Fallback Observation Day” means, in respect of a Reset Date and the relevant Interest Accrual Period to which that Reset Date relates, the day that is two Toronto Business Days preceding the related interest payment date;

A42485973 57 “Fallback Rate (CORRA)” means the term adjusted CORRA plus the spread relating to CDOR, in each case, for a relevant Interest Accrual Period provided by Bloomberg Index Services Limited (or a successor provider as approved and/or appointed by ISDA from time to time), as the provider of term adjusted CORRA and the spread, on the Fallback Rate (CORRA) Screen (or by other means) or provided to, and published by, authorised distributors; “Fallback Rate (CORRA) Screen” means the Bloomberg Screen corresponding to the Bloomberg ticker for the fallback for CDOR for a relevant Interest Accrual Period accessed via the Bloomberg Screen Page (or, if applicable, accessed via the Bloomberg Screen) or any other published source designated by Bloomberg Index Services Limited (or a successor provider as approved and/or appointed by ISDA from time to time); “Index Cessation Event” means: (A) a public statement or publication of information by or on behalf of the Administrator announcing that it has ceased or will cease to provide CDOR permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator that will continue to provide CDOR; or (B) a public statement or publication of information by the regulatory supervisor for the Administrator, the Bank of Canada, an insolvency official with jurisdiction over the administrator for CDOR, a resolution authority with jurisdiction over the administrator for CDOR or a court or an entity with similar insolvency or resolution authority over the administrator for CDOR, which states that the Administrator has ceased or will cease to provide CDOR permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator that will continue to provide CDOR; “Original IBOR Rate Record Day” means Original IBOR Rate Record Date as that term is used on the Fallback Rate (CORRA) Screen; and “Relevant Original Fixing Date” means, unless otherwise agreed, the day on which CDOR would have been observed. Any decision or determination pursuant to the terms and provisions set forth in the preceding paragraphs not made by the Calculation Agent will be made by the Issuer in its sole discretion (or its agent or financial adviser) and will be conclusive and binding on the Agent, the Calculation Agent, the Trustee, the holders of the Instruments and the beneficial owners of interests in the Instruments, absent manifest error. In addition, the Issuer may designate an entity (which may be its affiliate, agent or financial adviser) to make any determination or decision that it has the right to make in connection with such terms and provisions. In any circumstances where under the terms and provisions set forth in the preceding paragraphs The Bank of New York Mellon, London Branch acting in its capacity as the Calculation Agent would be required to exercise any discretion when calculating the relevant Rate of Interest, the relevant determination(s) shall instead be made by the Issuer or its designee. (f) Linear Interpolation A42485973 58 Where Linear Interpolation is specified in the relevant Final Terms as applicable in respect of an Interest Accrual Period, the Rate of Interest for such Interest Accrual Period shall be calculated by the Calculation Agent by straight line linear interpolation by reference to two rates based on the relevant Reference Rate (where Screen Rate Determination is specified in the relevant Final Terms as applicable) or the relevant Floating Rate Option (where ISDA Determination is specified in the relevant Final Terms as applicable), one of which shall be determined as if the Applicable Maturity were the period of time for which rates are available next shorter than the length of the relevant Interest Accrual Period and the other of which shall be determined as if the Applicable Maturity were the period of time for which rates are available next longer than the length of the relevant Interest Accrual Period provided however that if there is no rate available for the period of time next shorter or, as the case may be, next longer, then the Issuer shall determine, or shall appoint an agent to determine, such rate at such time and by reference to such sources as it determines appropriate, acting in good faith and in a commercially reasonable manner. “Applicable Maturity” means: (a) in relation to Screen Rate Determination, the period of time designated in the Reference Rate and (b) in relation to ISDA Determination, the Designated Maturity. 3.3 Zero Coupon Instruments Where an Instrument, the Interest Basis of which is specified to be Zero Coupon, is repayable prior to the Maturity Date and is not paid when due, the amount due and payable prior to the Maturity Date shall be the Early Redemption Amount of such Instrument. As from the Maturity Date, the Rate of Interest for any overdue principal of such an Instrument shall be a rate per annum (expressed as a percentage) equal to the Amortisation Yield (as defined in Condition 4.4.1(b)). 3.4 Accrual of Interest Interest shall cease to accrue on each Instrument on the due date for redemption unless, upon due presentation, payment is improperly withheld or refused, in which event interest shall continue to accrue (as well after as before judgment) at the Rate of Interest in the manner provided in this Condition 3 to the Relevant Date (as defined in Condition 6). 3.5 Margin, Maximum/Minimum Rates of Interest, Redemption Amounts and Rounding (i) If any Margin is specified in the relevant Final Terms (either (x) generally, or (y) in relation to one or more Interest Accrual Periods), an adjustment shall be made to all Rates of Interest, in the case of (x), or the Rates of Interest for the specified Interest Accrual Periods, in the case of (y), calculated in accordance with Condition 3.2.3(b), Condition 3.2.3(c), Conditions 3.2.3(d) or Condition 3.2.3(e) above, as applicable, by adding (if a positive number) or subtracting (if a negative number) the absolute value of such Margin, subject always to the next paragraph. (ii) If any Maximum or Minimum Rate of Interest, or Redemption Amount is specified in the relevant Final Terms, then any Rate of Interest, or Redemption Amount shall be subject to such maximum or minimum, as the case may be. (iii) For the purposes of any calculations required pursuant to these Conditions (unless otherwise specified), (x) all percentages resulting from such calculations shall be rounded, if necessary, to the nearest one hundred thousandth of a percentage point (with halves being rounded up), (y) all figures shall be rounded to seven significant figures (with halves being rounded up) and (z) all currency amounts that fall due and

A42485973 59 payable shall be rounded to the nearest unit of such currency (with halves being rounded up), save in the case of yen, which shall be rounded down to the nearest yen. For these purposes “unit” means the lowest amount of such currency which is available as legal tender in the country of such currency. 3.6 Calculations The amount of interest payable per Calculation Amount in respect of any Instrument for any Interest Accrual Period shall be equal to the product of the Rate of Interest, the Calculation Amount as specified in the relevant Final Terms, and the Day Count Fraction for such Interest Accrual Period, unless an Interest Amount (or a formula for its calculation) is applicable to such Interest Accrual Period, in which case the amount of interest payable per Calculation Amount in respect of such Instrument for such Interest Accrual Period shall equal such Interest Amount (or be calculated in accordance with such formula). Where any Interest Period comprises two or more Interest Accrual Periods, the amount of interest payable per Calculation Amount in respect of such Interest Period shall be the sum of the Interest Amounts payable in respect of each of those Interest Accrual Periods. In respect of any other period for which interest is required to be calculated, the provisions above shall apply save that the Day Count Fraction shall be for the period for which interest is required to be calculated. 3.7 Determination and Publication of Rates of Interest, Interest Amounts, Final Redemption Amounts, Early Redemption Amounts and Optional Redemption Amounts The Calculation Agent shall as soon as practicable on each Interest Determination Date or such other time on such date as the Calculation Agent may be required to calculate any rate or amount, obtain any quotation or make any determination or calculation, determine such rate and calculate the Interest Amounts for the relevant Interest Accrual Period, calculate the Redemption Amount, obtain such quote or make such determination or calculation, as the case may be, and cause the Rate of Interest and the Interest Amounts for each Interest Accrual Period and the relevant Interest Payment Date and, if required to be calculated, the Final Redemption Amount, Early Redemption Amount, or any Optional Redemption Amount to be notified to the Trustee, the Issuer, each of the Paying Agents, the Instrumentholders, any other Calculation Agent appointed in respect of the Instruments that is to make a further calculation upon receipt of such information and, if the Instruments are listed on a stock exchange and the rules of such exchange so require, such exchange as soon as possible after their determination but in no event later than (i) the commencement of the relevant Interest Period, if determined prior to such time, in the case of notification to such exchange of a Rate of Interest and Interest Amount, or (ii) in all other cases, the second Business Day after such determination. Where any Interest Payment Date or Interest Period Date is subject to adjustment pursuant to Condition 3.2.2, the Interest Amounts and the Interest Payment Date so published may subsequently be amended (or appropriate alternative arrangements made with the consent of the Trustee by way of adjustment) without notice in the event of an extension or shortening of the Interest Period. If the Instruments become due and payable under Condition 8, the accrued interest and the Rate of Interest payable in respect of the Instruments shall, subject, in the case of each of the SONIA Compounded Index Rate and the SONIA Compounded Daily Reference Rate, to Condition 3.2.3(c)(E), and in the case of CORRA, to the last paragraph of Condition 3.2.3(d), nevertheless continue to be calculated as previously in accordance with this Condition but no publication of the Rate of Interest or the Interest Amount so calculated need be made unless the Trustee otherwise requires. The determination of any rate or amount, the obtaining of each quotation and the making of each determination or calculation by the Calculation Agent(s) shall (in the absence of manifest error) be final and binding upon all parties. A42485973 60 3.8 Definitions In these Conditions, unless the context otherwise requires, the following defined terms shall have the meanings set out below: “Business Day” means: (a) in the case of a currency other than Euro, a day (other than a Saturday or Sunday) on which commercial banks and foreign exchange markets settle payments in the principal financial centre for such currency (which in the case of Canadian dollars is Toronto); and/or (b) in the case of Euro, any day on which T2 is open for the settlement of payments in euro (a “TARGET Business Day”); and/or (c) in the case of a currency and/or one or more Business Centres as specified in the relevant Final Terms, a day (other than a Saturday or a Sunday) on which commercial banks and foreign exchange markets settle payments in such currency or, if no currency is indicated, generally in each of the Business Centres. “Day Count Fraction” means, in respect of the calculation of an amount of interest on any Instrument for any period of time (from and including the first day of such period to but excluding the last) (whether or not constituting an Interest Period or Interest Accrual Period, the “Calculation Period”): (a) if “Actual/Actual” or “Actual/Actual-ISDA” is specified in the relevant Final Terms, the actual number of days in the Calculation Period divided by 365 (or, if any portion of that Calculation Period falls in a leap year, the sum of (i) the actual number of days in that portion of the Calculation Period falling in a leap year divided by 366 and (ii) the actual number of days in that portion of the Calculation Period falling in a non-leap year divided by 365); (b) if “Actual/365 (Fixed)” is specified in the relevant Final Terms, the actual number of days in the Calculation Period divided by 365; (c) if “Actual/360” is specified in the relevant Final Terms, the actual number of days in the Calculation Period divided by 360; (d) if “30/360”, “360/360” or “Bond Basis” is specified in the relevant Final Terms, the number of days in the Calculation Period divided by 360 calculated on a formula basis as follows: Day Count Fraction = [360 x (Y2 -Y1)] + [30 x (M2 -M1)]+ (D2 -D1) 360 where: “Y1” is the year, expressed as a number, in which the first day of the Calculation Period falls; “Y2” is the year, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls; “M1” is the calendar month, expressed as a number, in which the first day of the Calculation Period falls; “M2” is the calendar month, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;

A42485973 61 “D1” is the first calendar day, expressed as a number, of the Calculation Period, unless such number would be 31, in which case D1 will be 30; and “D2” is the calendar day, expressed as a number, immediately following the last day included in the Calculation Period, unless such number would be 31 and D1 is greater than 29, in which case D2 will be 30; (e) if “30E/360” or “Eurobond Basis” is specified in the relevant Final Terms, the number of days in the Calculation Period divided by 360 calculated on a formula basis as follows: Day Count Fraction = [360 x (Y2 -Y1)] + [30 x (M2 -M1)]+ (D2 -D1) 360 where: “Y1” is the year, expressed as a number, in which the first day of the Calculation Period falls; “Y2” is the year, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls; “M1” is the calendar month, expressed as a number, in which the first day of the Calculation Period falls; “M2” is the calendar month, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls; “D1” is the first calendar day, expressed as a number, of the Calculation Period, unless such number would be 31, in which case D1 will be 30; and “D2” is the calendar day, expressed as a number, immediately following the last day included in the Calculation Period, unless such number would be 31, in which case D2 will be 30; (f) if “30E/360 (ISDA)” is specified in the relevant Final Terms, the number of days in the Calculation Period divided by 360, calculated on a formula basis as follows: Day Count Fraction = [360 x (Y2 -Y1)] + [30 x (M2 -M1)]+ (D2 -D1) 360 where: “Y1” is the year, expressed as a number, in which the first day of the Calculation Period falls; “Y2” is the year, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls; “M1” is the calendar month, expressed as a number, in which the first day of the Calculation Period falls; “M2” is the calendar month, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls; “D1” is the first calendar day, expressed as a number, of the Calculation Period, unless (i) that day is the last day of February or (ii) such number would be 31, in which case D1 will be 30; and A42485973 62 “D2” is the calendar day, expressed as a number, immediately following the last day included in the Calculation Period, unless (i) that day is the last day of February but not the Maturity Date or (ii) such number would be 31, in which case D2 will be 30; (g) if “Actual/Actual-ICMA” is specified in the relevant Final Terms: (i) if the Calculation Period is equal to or shorter than the Determination Period during which it falls, the actual number of days in the Calculation Period divided by the product of (x) the actual number of days in such Determination Period and (y) the number of Determination Periods in any year; and (ii) if the Calculation Period is longer than one Determination Period, the sum of: (A) the actual number of days in such Calculation Period falling in the Determination Period in which it begins divided by the product of (a) the actual number of days in such Determination Period and (b) the number of Determination Periods in any year; and (B) the actual number of days in such Calculation Period falling in the next Determination Period divided by the product of (a) the actual number of days in such Determination Period and (b) the number of Determination Periods in any year, where: “Determination Period” means the period from and including a Determination Date in any year to but excluding the next Determination Date; and “Determination Date” means the date specified as such in the relevant Final Terms or, if none is so specified, the Interest Payment Date; and (h) if “Actual/Actual Canadian Compound Method” is specified in the relevant Final Terms, it means, in respect of an Interest Amount other than a Fixed Coupon Amount or Broken Amount, the actual number of days in the relevant period from and including the date from which interest begins to accrue to but excluding the date on which it falls due, divided by 365. “Euro-zone” means the region comprising of member states of the European Union that adopt the single currency in accordance with the Treaty establishing the European Community as amended. “Interest Accrual Period” means the period beginning on (and including) the Interest Commencement Date and ending on (but excluding) the first Interest Period Date and each successive period beginning on (and including) an Interest Period Date and ending on (but excluding) the next succeeding Interest Period Date. “Interest Amount” means: (a) in respect of an Interest Accrual Period, the amount of interest payable per Calculation Amount for that Interest Accrual Period and which, in the case of Fixed Rate Instruments, and unless otherwise specified in the relevant Final Terms, shall mean the Fixed Coupon Amount or Broken Amount specified in the relevant Final Terms as being payable on the Interest Payment Date ending the Interest Period of which such Interest Accrual Period forms part; and (b) in respect of any other period, the amount of interest payable per Calculation Amount for that period.

A42485973 63 “Interest Commencement Date” means the Issue Date or such other date as may be specified in the relevant Final Terms. “Interest Determination Date” means, with respect to a Rate of Interest and Interest Accrual Period, the date specified as such in the relevant Final Terms or, if none is so specified, (a) the first day of such Interest Accrual Period if the Specified Currency is Sterling or (b) the day falling two Business Days in London prior to the first day of such Interest Accrual Period if the Specified Currency is neither Sterling nor Euro or (c) the day falling two TARGET Business Days prior to the first day of such Interest Accrual Period if the Specified Currency is Euro. “Interest Payment Date” means the date or dates specified as such in, or determined in accordance with the provisions of, the relevant Final Terms and, if a Business Day Convention is specified in the relevant Final Terms, as the same may be adjusted in accordance with the relevant Business Day Convention. “Interest Period” means the period beginning on (and including) the Interest Commencement Date and ending on (but excluding) the first Interest Payment Date and each successive period beginning on (and including) an Interest Payment Date and ending on (but excluding) the next succeeding Interest Payment Date unless otherwise specified in the relevant Final Terms. “Interest Period Date” means each Interest Payment Date unless otherwise specified in the relevant Final Terms. “ISDA Definitions” means the 2006 ISDA Definitions as published by the International Swaps and Derivatives Association, Inc., as may be supplemented or amended from time to time. “Rate of Interest” means the rate of interest payable from time to time in respect of this Instrument and that is either specified on, or calculated in accordance with the provisions of, the relevant Final Terms. “Redemption Amount” means, as appropriate, the Final Redemption Amount, the Early Redemption Amount (Tax), the Optional Redemption Amount (Call), the Optional Redemption Amount (Put), the Early Termination Amount or such other amount in the nature of a redemption amount as may be specified in, or determined in accordance with the provisions of the relevant Final Terms. “Reference Banks” means the principal Euro-zone office of four major banks in the Euro- zone inter-bank market selected by the Issuer or as specified in the relevant Final Terms. “Reference Rate” means the rate specified as such in the relevant Final Terms. “Relevant Screen Page” means such page, section, caption, column or other part of a particular information service as may be specified in the relevant Final Terms. “Specified Currency” means the currency specified as such in the relevant Final Terms or, if none is specified, the currency in which the Instruments are denominated. “T2” means the real time gross settlement system operated by the Eurosystem, or any successor system. 3.9 Calculation Agent The Issuer shall procure that there shall at all times be one or more Calculation Agents if provision is made for them in the relevant Final Terms and for so long as any Instrument is outstanding. Where more than one Calculation Agent is appointed in respect of the Instruments, references in these Conditions to the Calculation Agent shall be construed as each Calculation Agent performing its respective duties under these Conditions. If the Calculation Agent is unable or unwilling to act as such or if the Calculation Agent fails duly to A42485973 64 establish the Rate of Interest for an Interest Period or Interest Accrual Period or to calculate any Interest Amount, Final Redemption Amount, Early Redemption Amount or Optional Redemption Amount, as the case may be, or to comply with any other requirement, the Issuer shall (with the prior approval of the Trustee) appoint a leading bank or financial institution engaged in the interbank market (or, if appropriate, money, swap or over-the-counter index options market) which is most closely connected with the calculation or determination to be made by the Calculation Agent (acting through its principal London office or any other office actively involved in such market) to act as such in its place. The Calculation Agent may not resign its duties without a successor having been appointed as specified in this paragraph. 3.10 Benchmark Discontinuation This Condition 3.10 applies only where Screen Rate Determination is specified in the relevant Final Terms as the manner in which the Rate of Interest is to be determined. 3.10.1 Independent Adviser Notwithstanding Conditions 3.2.3(b)(ii), 3.2.3(b)(iii), 3.2.3(c)(C), 3.2.3(c)(D) and 3.2.3(d) if the Issuer determines that a Benchmark Event has occurred in relation to an Original Reference Rate when any Rate of Interest (or any component part thereof) remains to be determined by reference to such Original Reference Rate, the Issuer shall use its reasonable endeavours to appoint and consult with an Independent Adviser, as soon as reasonably practicable, to advise the Issuer in determining a Successor Rate, failing which an Alternative Rate (in accordance with Condition 3.10.2) and, in either case, an Adjustment Spread and any Benchmark Amendments (in accordance with Condition 3.10.4). In making such determination and any other determination pursuant to this Condition 3.10, the Issuer shall act in good faith and in a commercially reasonable manner. In the absence of fraud, the Independent Adviser shall have no liability whatsoever to the Trustee, the Paying Agents, or the Instrumentholders for any advice given to the Issuer in connection with any determination made by the Issuer, pursuant to this Condition 3.10. If the Issuer fails to determine a Successor Rate or, failing which, an Alternative Rate in accordance with this Condition 3.10.1 prior to the date three Business Days prior to the relevant Interest Determination Date, the Rate of Interest applicable to the next succeeding Interest Accrual Period shall be equal to the Rate of Interest last determined in relation to the Instruments in respect of the immediately preceding Interest Accrual Period. If there has not been a first Interest Payment Date, the Rate of Interest shall be the initial Rate of Interest. Where a different Margin or Maximum or Minimum Rate of Interest is to be applied to the relevant Interest Accrual Period from that which applied to the last preceding Interest Accrual Period, the Margin or Maximum or Minimum Rate of Interest relating to the relevant Interest Accrual Period shall be substituted in place of the Margin or Maximum or Minimum Rate of Interest relating to that last preceding Interest Accrual Period. For the avoidance of doubt, this paragraph shall apply to the relevant next succeeding Interest Accrual Period only and any subsequent Interest Accrual Periods are subject to the subsequent operation of, and to adjustment as provided in, the first paragraph of this Condition 3.10. 3.10.2 Successor Rate or Alternative Rate If the Issuer, following consultation with the Independent Adviser or acting alone, as the case may be, determines that: (a) there is a Successor Rate, then such Successor Rate and any applicable Adjustment Spread shall subsequently be used in place of the Original

A42485973 65 Reference Rate to determine the Rate of Interest (or the relevant component part thereof) for all future payments of interest on the Instruments (subject to the operation of this Condition 3.10); or (b) there is no Successor Rate but that there is an Alternative Rate, then such Alternative Rate and any applicable Adjustment Spread shall subsequently be used in place of the Original Reference Rate to determine the Rate of Interest (or the relevant component part thereof) for all future payments of interest on the Instruments (subject to the operation of this Condition 3.10). 3.10.3 Adjustment Spread The Adjustment Spread (or the formula or methodology for determining the Adjustment Spread) shall be applied to the Successor Rate or the Alternative Rate (as the case may be). If the Issuer, following consultation with the Independent Adviser is unable to determine the quantum of, or a formula or methodology for determining, such Adjustment Spread, then the Successor Rate or Alternative Rate (as applicable) will apply without an Adjustment Spread. 3.10.4 Benchmark Amendments If any Successor Rate or Alternative Rate and, in either case, any applicable Adjustment Spread is determined in accordance with this Condition 3.10 and the Issuer, following consultation with the Independent Adviser, determines (i) that amendments to these Conditions, the Agency Agreement and/or the Trust Deed are necessary to ensure the proper operation of such Successor Rate or Alternative Rate and/or (in either case) any applicable Adjustment Spread (provided that the amendments do not, without the consent of the Calculation Agent, impose more onerous obligations upon it or expose it to any additional duties, responsibilities or liabilities or reduce or amend the protective provisions attached to it) (such amendments, the “Benchmark Amendments”) and (ii) the terms of the Benchmark Amendments, then the Issuer shall, subject to giving notice thereof in accordance with Condition 3.10.5, without any requirement for the consent or approval of Instrumentholders, vary these Conditions, the Agency Agreement and/or the Trust Deed to give effect to such Benchmark Amendments with effect from the date specified in such notice. At the request of the Issuer, but subject to receipt by the Trustee and the Issuing and Paying Agent of a certificate signed by two Directors of the Issuer pursuant to Condition 3.10.5, the Trustee and the Issuing and Paying Agent shall (at the expense and direction of the Issuer), without any requirement for the consent or approval of the Instrumentholders, be obliged to concur with the Issuer in using its reasonable endeavours to effect any Benchmark Amendments (including, inter alia, by the execution of a deed supplemental to or amending the Trust Deed) and the Trustee and the Issuing and Paying Agent shall not be liable to any party for any consequences thereof, provided that the Trustee and the Issuing and Paying Agent shall not be obliged so to concur if in the opinion of the Trustee or the Issuing and Paying Agent doing so would impose more onerous obligations upon it or expose it to any additional duties, responsibilities or liabilities or reduce or amend the rights and/or the protective provisions afforded to it in these Conditions and/or any documents to which it is a party (including, for the avoidance of doubt, any supplemental trust deed) in any way. In connection with any such variation in accordance with this Condition 3.10.4, the Issuer shall comply with the rules of any stock exchange on which the Instruments are for the time being listed or admitted to trading. A42485973 66 3.10.5 Notices, etc. Any Successor Rate, Alternative Rate, Adjustment Spread and the specific terms of any Benchmark Amendments determined under this Condition 3.10 will be notified promptly by the Issuer to the Trustee, the Calculation Agent, the Paying Agents and, in accordance with Condition 13, the Instrumentholders. Such notice shall be irrevocable and shall specify the effective date of the Benchmark Amendments, if any. No later than notifying the Trustee and the Issuing and Paying Agent of the same, the Issuer shall deliver to the Trustee and the Issuing and Paying Agent a certificate signed by two Directors of the Issuer: (a) confirming (i) that a Benchmark Event has occurred, (ii) the Successor Rate or, as the case may be, the Alternative Rate, (iii) any applicable Adjustment Spread and (iv) the specific terms of the Benchmark Amendments (if any), in each case as determined in accordance with the provisions of this Condition 3.10; and (b) certifying that the Benchmark Amendments (if any) are necessary to ensure the proper operation of such Successor Rate or Alternative Rate and (in either case) any applicable Adjustment Spread. The Trustee and the Issuing and Paying Agent shall be entitled to rely on such certificate (without enquiry or liability to any person) as sufficient evidence thereof. The Successor Rate or Alternative Rate and the Adjustment Spread and the Benchmark Amendments (if any) specified in such certificate will (in the absence of manifest error in the determination of the Successor Rate or Alternative Rate and the Adjustment Spread and the Benchmark Amendments (if any) and without prejudice to the Trustee’s and the Issuing and Paying Agent’s ability to rely on such certificate as aforesaid) be binding on the Issuer, the Trustee, the Calculation Agent, the Paying Agents and the Instrumentholders. 3.10.6 Survival of Original Reference Rate Without prejudice to the obligations of the Issuer under Condition 3.10.1, 3.10.2, 3.10.3 and 3.10.4, the Original Reference Rate and the fallback provisions provided for in Condition 3.2.3 will continue to apply unless and until the Issuer determines that a Benchmark Event has occurred and the relevant Paying Agent has been notified of the Successor Rate or the Alternative Rate (as the case may be), and any Adjustment Spread and Benchmark Amendments, in accordance with Condition 3.10.5. 3.10.7 Definitions As used in this Condition 3.10: “Adjustment Spread” means either (a) a spread (which may be positive, negative or zero) or (b) a formula or methodology for calculating a spread, in each case to be applied to the Successor Rate or the Alternative Rate (as the case may be) and is the spread, formula or methodology which: (a) in the case of a Successor Rate, is formally recommended in relation to the replacement of the Original Reference Rate with the Successor Rate by any Relevant Nominating Body; or (if no such recommendation has been made, or in the case of an Alternative Rate) (b) the Issuer, following consultation with the Independent Adviser or acting alone, as the case may be, determines is customarily applied to the relevant Successor Rate or the Alternative Rate (as the case may be) in international debt capital markets transactions to produce an industry-accepted replacement rate for the Original Reference Rate; or (if the Issuer determines that no such spread is

A42485973 67 customarily applied) the Issuer, following consultation with the Independent Adviser or acting alone, as the case may be, determines is recognised or acknowledged as being the industry standard for over-the-counter derivative transactions which reference the Original Reference Rate, where such rate has been replaced by the Successor Rate or the Alternative Rate (as the case may be). “Alternative Rate” means an alternative benchmark or screen rate which the Issuer following consultation with the Independent Adviser, determines is customarily applied in international debt capital markets transactions for the purposes of determining floating rates of interest (or the relevant component part thereof) in the same Specified Currency as the Instruments. “Benchmark Amendments” has the meaning given to it in Condition 3.10.4. “Benchmark Event” means: (1) the Original Reference Rate ceasing to be published for a period of at least five Business Days or ceasing to exist; or (2) a public statement by the administrator of the Original Reference Rate that it has ceased or that it will cease publishing the Original Reference Rate permanently or indefinitely (in circumstances where no successor administrator has been appointed that will continue publication of the Original Reference Rate); or (3) a public statement by the supervisor of the administrator of the Original Reference Rate that the Original Reference Rate has been or will be permanently or indefinitely discontinued; or (4) a public statement by the supervisor of the administrator of the Original Reference Rate as a consequence of which the Original Reference Rate will be prohibited from being used either generally, or in respect of the Instruments; or (5) the making of a public statement by the supervisor of the administrator of the Original Reference Rate that the Original Reference Rate is or will be (or is or will be deemed by such supervisor to be) no longer representative of its relevant underlying market; or (6) it has or will become unlawful for any Paying Agent, the Calculation Agent or the Issuer to calculate any payments due to be made to any Instrumentholders using the Original Reference Rate, provided that the Benchmark Event shall be deemed to occur (a) in the case of sub- paragraphs (2) and (3) above, on the date of the cessation of publication of the Original Reference Rate or the discontinuation of the Original Reference Rate, respectively, (b) in the case of sub-paragraph (4) above, on the date of the prohibition of use of the Original Reference Rate and (c) in the case of sub-paragraph (5) above, on the date with effect from which the Original Reference Rate will no longer be (or will be deemed by the relevant supervisor to no longer be) representative of its relevant underlying market and which is specified in the relevant public statement, and, in each case, not the date of the relevant public statement. “Independent Adviser” means an independent financial institution of international repute or an independent financial adviser with appropriate expertise appointed by the Issuer at its own expense under Condition 3.10.1 and notified in writing to the Trustee. A42485973 68 “Original Reference Rate” means the originally-specified benchmark or screen rate (as applicable) used to determine the Rate of Interest (or any component part thereof) on the Instruments or, if applicable, any other Successor or Alternative Rate (or any component part thereof) determined and applicable to the Instruments pursuant to the earlier operation of Condition 3.10. “Relevant Nominating Body” means, in respect of a benchmark or screen rate (as applicable): (i) the central bank for the currency to which the benchmark or screen rate (as applicable) relates, or any central bank or other supervisory authority which is responsible for supervising the administrator of the benchmark or screen rate (as applicable); or (ii) any working group or committee sponsored by, chaired or co-chaired by or constituted at the request of (a) the central bank for the currency to which the benchmark or screen rate (as applicable) relates, (b) any central bank or other supervisory authority which is responsible for supervising the administrator of the benchmark or screen rate (as applicable), (c) a group of the aforementioned central banks or other supervisory authorities or (d) the Financial Stability Board or any part thereof. “Successor Rate” means a successor to or replacement of the Original Reference Rate which is formally recommended by any Relevant Nominating Body. 4 Redemption, Purchase and Options 4.1 Final Redemption Unless previously redeemed, purchased and cancelled as provided below, this Instrument will be redeemed at its Final Redemption Amount (which, unless otherwise provided, is its nominal amount) on the Maturity Date specified in the relevant Final Terms. 4.2 Redemption for Taxation Reasons If, on the occasion of the next payment in respect of the Instruments the Issuer satisfies the Trustee immediately before the giving of the notice referred to below that it would be unable to make such payment without having to pay additional amounts as described in Condition 6, and such requirement to pay such additional amounts arises by reason of a change in the laws of the United States of America or any political sub-division of the United States of America or any authority in or of the United States of America having power to tax or in the interpretation or application of the laws of the United States of America or any political sub- division of the United States of America or any authority in or of the United States of America having power to tax or in any applicable double taxation treaty or convention, which change becomes effective on or after the date on which agreement is reached to issue the first Tranche of the Instruments, and such requirement cannot be avoided by the Issuer taking reasonable measures (such measures not involving any material additional payments by, or expense for, the Issuer), the Issuer may, at its option, at any time, having given not less than 30 nor more than 60 days’ notice to the Instrumentholders in accordance with Condition 13, redeem all, but not some only, of the Instruments at their Early Redemption Amount together with interest accrued to the date of redemption. Prior to the publication of any notice of redemption pursuant to this Condition 4.2, the Issuer shall deliver to the Trustee a certificate signed by two directors of the Issuer stating that the requirement referred to above cannot be avoided by the Issuer taking reasonable measures available to it and the Trustee shall be entitled to accept such certificate as sufficient evidence of the satisfaction of the condition

A42485973 69 precedent set out above in which event it shall be conclusive and binding on Instrumentholders. 4.3 Purchases The Issuer and any of its Subsidiaries may at any time purchase Instruments in the open market or otherwise at any price. “Subsidiary” means any corporation a majority of the outstanding voting stock of which is owned, directly or indirectly, by the Issuer. 4.4 Early Redemption 4.4.1 Zero Coupon Instruments (a) The Early Redemption Amount payable in respect of any Zero Coupon Instrument upon redemption of such Instrument pursuant to Condition 4.2 or upon it becoming due and payable as provided in Condition 8 shall be the Amortised Face Amount (calculated as provided below) of such Instrument. (b) Subject to the provisions of sub-paragraph (c) below, the Amortised Face Amount of any such Instrument shall be the scheduled Final Redemption Amount of such Instrument on the Maturity Date discounted at a rate per annum (expressed as a percentage) equal to the Amortisation Yield (which, if none is specified in the relevant Final Terms, shall be such rate as would produce an Amortised Face Amount equal to the issue price of the Instruments if they were discounted back to their issue price on the Issue Date) compounded annually. (c) If the Early Redemption Amount payable in respect of any such Instrument upon its redemption pursuant to Condition 4.2 or, if applicable, Condition 4.5 or upon it becoming due and payable as provided in Condition 8, is not paid when due, the Early Redemption Amount due and payable in respect of such Instrument shall be the Amortised Face Amount of such Instrument as defined in sub-paragraph (b) above, except that such sub-paragraph shall have effect as though the reference in that sub-paragraph to the date on which the Instrument becomes due and payable was replaced by a reference to the Relevant Date as defined in Condition 6. The calculation of the Amortised Face Amount in accordance with this sub-paragraph shall continue to be made (as well after as before judgment) until the Relevant Date, unless the Relevant Date falls on or after the Maturity Date, in which case the amount due and payable shall be the scheduled Final Redemption Amount of such Instrument on the Maturity Date together with any interest that may accrue in accordance with Condition 3.2. Where such calculation is to be made for a period of less than one year, it shall be made on the basis of the Day Count Fraction specified in the relevant Final Terms. 4.4.2 Other Instruments The Early Redemption Amount payable in respect of any Instrument (other than Instruments described in Condition 4.4.1), upon redemption of such Instrument pursuant to this Condition 4.4 or upon it becoming due and payable as provided in Condition 8, shall be the Final Redemption Amount unless otherwise specified in the relevant Final Terms. 4.5 Redemption at the Option of the Issuer and Exercise of Issuer’s Options 4.5.1 If (i) Residual Holding Call Option is specified in the relevant Final Terms, and (ii) if at any time the Residual Holding Percentage or more of the aggregate nominal amount of Instruments originally issued shall have been redeemed or purchased and A42485973 70 cancelled, the Issuer shall have the option to redeem such outstanding Instruments in whole, but not in part, at their Residual Holding Redemption Amount. Unless otherwise specified in the relevant Final Terms, the Residual Holding Redemption Amount will be calculated by the Calculation Agent by discounting the outstanding nominal amount of the Instruments and the remaining interest payments (if applicable) to the Maturity Date by a rate per annum (expressed as a percentage to the nearest one hundred thousandth of a percentage point (with halves being rounded up)) equal to the Benchmark Yield, being the yield on the Benchmark Security at the close of business on the third Business Day prior to the date fixed for such redemption, plus the Benchmark Spread. Where the specified calculation is to be made for a period of less than one year, it shall be calculated using the Benchmark Day Count Fraction. The Issuer will give not less than 15 nor more than 30 days’ irrevocable notice to the Instrumentholders and the Trustee of any such redemption pursuant to this Condition 4.5.1. 4.5.2 If Call Option is specified in the relevant Final Terms, the Issuer may, unless an Exercise Notice has been given pursuant to Condition 4.6, on giving not less than 15 nor more than 30 days’ irrevocable notice to the Instrumentholders (or such other notice period as may be specified in the relevant Final Terms), redeem, or exercise any Issuer’s option in relation to, all or, if so provided, some of such Instruments on any Optional Redemption Date(s) or Option Exercise Date, as the case may be. Any such redemption of Instruments shall be at their Optional Redemption Amount together with interest accrued to but excluding the date fixed for redemption. Any such redemption or exercise must relate to Instruments of a nominal amount at least equal to the minimum nominal amount (if any) permitted to be redeemed specified in the relevant Final Terms and no greater than the maximum nominal amount (if any) permitted to be redeemed specified in the relevant Final Terms. All Instruments in respect of which any such notice is given shall be redeemed, or the Issuer’s option shall be exercised, on the date specified in such notice in accordance with this Condition. In the case of a partial redemption or a partial exercise of the Issuer’s option, the notice to Instrumentholders shall also specify the nominal amount of Instruments drawn and the holder(s) of such Instruments, to be redeemed, which shall have been drawn in such place as the Trustee may approve and in such manner as it deems appropriate, subject to compliance with any applicable laws, listing authority and stock exchange requirements. 4.5.3 If Make-whole Redemption Option is specified in the relevant Final Terms as applicable, the Issuer may, unless an Exercise Notice has been given pursuant to Condition 4.6, on giving not less than 15 nor more than 30 days’ irrevocable notice to the Instrumentholders (or such other notice period as may be specified in the relevant Final Terms), redeem, or exercise any Issuer’s option in relation to, all or, if so provided, some of such Instruments on any Make-whole Redemption Date(s). Any such redemption of Instruments shall be at an amount equal to the higher of the following, in each case together with interest accrued to but excluding the date fixed for redemption: (i) the nominal amount of the Instrument; and (ii) (A) the nominal amount of the Instrument multiplied by the price (as reported in writing to the Issuer and the Trustee by a financial adviser (the “Financial Adviser”) appointed by the Issuer and approved by the Trustee) and confirmed in writing by the Issuer to the Trustee expressed as a percentage (rounded to

A42485973 71 the nearest five decimal places, 0.000005 being rounded upwards) at which the Gross Redemption Yield to maturity on such Instrument (or, if a Par Call Commencement Date is specified in the relevant Final Terms, the Gross Redemption Yield to the Par Call Commencement Date) on the Determination Date specified in the relevant Final Terms is equal to the Gross Redemption Yield at the Quotation Time specified in the relevant Final Terms on the Determination Date of the Reference Bond specified in the relevant Final Terms (or, where the Financial Adviser advises the Trustee that, for reasons of illiquidity or otherwise, such Reference Bond is not appropriate for such purpose, such other government stock as such Financial Adviser may recommend) plus any applicable Redemption Margin specified in the relevant Final Terms; or (B) if Canada Yield Price is specified in the relevant Final Terms, (I) at any time prior to the Par Call Commencement Date, the Canada Yield Price and (II) at any time on or after the Par Call Commencement Date, but prior to the Maturity Date, the nominal amount of the Instruments. Any such redemption or exercise must relate to Instruments of a nominal amount at least equal to the minimum nominal amount (if any) permitted to be redeemed specified in the relevant Final Terms and no greater than the maximum nominal amount (if any) permitted to be redeemed specified in the relevant Final Terms. All Instruments in respect of which any such notice is given shall be redeemed, or the Issuer’s option shall be exercised, on the date specified in such notice in accordance with this Condition. In the case of a partial redemption or a partial exercise of an Issuer’s option, the notice to Instrumentholders shall also contain the serial numbers of the Instruments to be redeemed, which shall have been drawn in such place as the Trustee may approve and in such manner as it deems appropriate (or the Instruments to be redeemed will be selected by the Canadian Paying Agent in such manner as the Canadian Paying Agent deems appropriate and as approved by the Trustee), subject to compliance with any applicable laws, listing authority and stock exchange requirements. In this Condition: “Canada Yield Price” means the price, calculated on the business day preceding the redemption date of the Instruments (the “Yield Determination Date”) equal to the net present value of all scheduled payments of outstanding principal and interest on the Instruments to be redeemed (not including any portion of the payment of interest accrued as of the redemption date) from the redemption date of the Instruments to be redeemed to the Par Call Commencement Date specified in the relevant Final Terms (and assuming, for this purpose, that the Instruments are scheduled to mature on the Par Call Commencement Date) using as a discount rate the Government of Canada Yield plus any applicable Redemption Margin specified in the relevant Final Terms. “Government of Canada Yield” means with respect to any redemption date, the arithmetic average (rounded to the nearest 1/100 of 1 per cent.) of the yield to maturity, provided by two major Canadian investment dealers selected by the Issuer as at noon (Toronto time) on the Yield Determination Date, as the yields which a non-callable Government of Canada bond would carry if issued, in Canadian dollars in Canada, at 100 per cent. of its principal amount on such date with a term to maturity which most closely approximates the remaining term to the Par Call Commencement Date. A42485973 72 “Gross Redemption Yield” means a yield calculated in accordance with generally accepted market practice at such time, as advised to the Trustee by the Financial Adviser. 4.6 Redemption at the Option of Instrumentholders If Put Option is specified in the relevant Final Terms, the Issuer shall, at the option of any Instrumentholder, upon such Instrumentholder giving not less than 15 nor more than 30 days’ notice to the Issuer (or such other notice period as may be specified in the relevant Final Terms) redeem such Instrument on the Optional Redemption Date(s) (as specified in the relevant Final Terms) at its Optional Redemption Amount (as specified in the Final Terms) together with interest accrued to the date fixed for redemption. To exercise such option (which must be exercised on an Option Exercise Date) the holder must deposit the Certificate representing the Instrument(s) with the Registrar or any Transfer Agent at its specified office, together with a duly completed option exercise notice (“Exercise Notice”) in the form obtainable from any Paying Agent, the Registrar or any Transfer Agent (as applicable) within the Instrumentholders’ Option Period (as specified in the Final Terms). No Instrument so deposited and option exercised may be withdrawn (except as provided in the Agency Agreement) without the prior consent of the Issuer. 4.7 Cancellation All Instruments redeemed pursuant to any of the foregoing provisions will be cancelled forthwith. All Instruments purchased by or on behalf of the Issuer or any of its Subsidiaries may, at the option of the Issuer be held by or may be surrendered for cancellation, but may not be resold and when held by the Issuer or any of its Subsidiaries shall not entitle the holder to vote at any meeting of Instrumentholders and shall not be deemed to be outstanding for the purposes of calculating quorums at meetings of Instrumentholders or for the purposes of Condition 10. Instruments may be surrendered for cancellation by surrendering the Certificate representing such Instruments to the Registrar and, in each case, if so surrendered, shall, together with all Instruments redeemed by the Issuer, be cancelled forthwith. 5 Payments 5.1 Payments in respect of Instruments Payments of principal in respect of Instruments shall be made against presentation and surrender of the relevant Certificates at the specified office of any of the Transfer Agents or of the Registrar and in the manner provided in paragraph (ii) below. Interest on Instruments shall be paid to the person shown on the Register at the close of business on the fifteenth day before the due date for payment thereof (the “Record Date”). Payments of interest on each Instrument shall be made in the relevant currency by cheque drawn on a bank and mailed to the holder (or to the first named of joint holders) of such Instrument at its address appearing in the Register. Upon application by the holder to the specified office of the Registrar or any Transfer Agent before the Record Date, such payment of interest may be made by transfer to an account in the relevant currency maintained by the payee with a bank. 5.2 Payments subject to Fiscal Laws etc. All payments are subject in all cases to (i) any applicable fiscal or other laws, regulations and directives, but without prejudice to the provisions of Condition 6 and (ii) any withholding or deduction required pursuant to an agreement described in Section 1471(b) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) or otherwise imposed pursuant to Sections 1471 to 1474 (inclusive) of the Code, any United States Treasury Regulations or

A42485973 73 agreements thereunder, any official interpretations thereof, any successor, substitute or similar legislation or law or any law implementing an intergovernmental approach thereto. No commission or expenses shall be charged to the Instrumentholders in respect of such payments. 5.3 Appointment of Agents The Issuing and Paying Agent, the Paying Agents and the Calculation Agent initially appointed by the Issuer and their respective specified offices are listed below. The Issuing and Paying Agent, the Paying Agents, the Registrar, the Transfer Agents and the Calculation Agent act solely as agents of the Issuer and do not assume any obligation or relationship of agency or trust for or with any holder. The Issuer reserves the right at any time with the approval of the Trustee to vary or terminate the appointment of the Issuing and Paying Agent, any other Paying Agent, the Registrar, any Transfer Agent or the Calculation Agent and to appoint additional or other Paying Agents or Transfer Agents, provided that the Issuer shall at all times maintain (a) an Issuing and Paying Agent, (b) a Paying Agent (which may be the Issuing and Paying Agent) having its specified office in a major European city, (c) a Calculation Agent where the Conditions so require one, (d) so long as the Instruments are listed on any stock exchange or admitted to listing by any other relevant authority, a Paying Agent having a specified office in such place as may be required by the rules and regulations of any other relevant stock exchange or other relevant authority and (e) a Registrar and a Transfer Agent. As used in these Conditions, the terms “Issuing and Paying Agent”, “Calculation Agent”, “Registrar”, “Transfer Agent” and “Paying Agent” include any additional or replacement Issuing and Paying Agent, Calculation Agent, Registrar, Transfer Agent or Paying Agent appointed under this Condition. Notice of any such change or any change of any specified office shall promptly be given to the Instrumentholders in accordance with Condition 13. 5.4 Non-business days If any date for payment in respect of any Instrument is not a business day, the holder shall not be entitled to payment until the next following business day nor to any interest or other sum in respect of such postponed payment. In this paragraph, “business day” means a day (other than a Saturday or a Sunday) on which banks and foreign exchange markets are open for business in the place in which the specified office of the Registrar is located, in such jurisdictions as shall be specified as “Financial Centres” in the relevant Final Terms and: 5.4.1 (in the case of a payment in a currency other than Euro) where payment is to be made by transfer to an account maintained with a bank in the relevant currency, on which foreign exchange transactions may be carried on in the relevant currency in the principal financial centre of the country of such currency; or 5.4.2 (in the case of a payment in Euro) which is a TARGET Business Day. 6 Taxation All payments of principal and interest by or on behalf of the Issuer in respect of the Instruments will be made without withholding or deduction for or on account of, any present or future taxes or duties of whatever nature imposed or levied by or on behalf of the United States of America or any political sub-division of the United States of America or any authority in or of the United States of America having power to tax, unless such withholding or deduction is compelled by law. In that event, the Issuer will pay such additional amounts of principal and interest as will result in the payment to the Instrumentholders of the amounts which would otherwise have been receivable in respect of the Instruments had no withholding or deduction been made, except that no such additional amounts A42485973 74 shall be payable in respect of any Instrument (or the Certificate representing it) held or presented for payment: (a) by or on behalf of, a person who is liable to such taxes or duties in respect of such Instrument (or the Certificate representing such Instrument) by reason of having some connection with the United States of America other than the mere holding of such Instrument (or the Certificate representing such Instrument); or (b) by or on behalf of a person who would not be liable or subject to such deduction or withholding by making a declaration of non-residence or other claim for exemption to a tax authority; or (c) more than 30 days after the Relevant Date except to the extent that the holder would have been entitled to such additional amounts on presenting the same (or in respect of which the Certificate representing it is presented) for payment on such 30th day; or (d) by a holder which is or was a controlled foreign corporation, personal holding company or passive foreign investment company with respect to the United States or a corporation that accumulates earnings to avoid United States federal income tax; or (e) if such tax is an estate, inheritance, gift, sales, transfer or personal property tax or any similar tax, assessment, or governance charge; or (f) by or on behalf of a holder which is or has been (i) a “10 per cent. shareholder” of the obligor of the Instruments as defined in Section 871(h)(3) of the Code or any successor provisions, (ii) a bank receiving such interest pursuant to a loan agreement entered into in the ordinary course of its trade or business as described in section 881(c)(3)(A) of the Code, or (iii) a controlled foreign corporation within the meaning of section 957 of the Code that is related to the Issuer within the meaning of section 864(d)(4) of the Code; or (g) by or on behalf of a holder who would have been able to avoid such withholding or deduction by satisfying any statutory or procedural requirements (including, without limitation, the provision of information or a United States Internal Revenue Service Form W-8 or Form W-9 (or a successor form)); or (h) in the case of any combination of items (a) to (g) above. Notwithstanding the foregoing, no additional amounts shall be payable for or on account of (i) any taxes, duties, assessments or governmental charges that are imposed otherwise than by deduction or withholding from payments made under or with respect to the Instruments, (ii) any taxes, duties, assessments or governmental charges that are imposed on or with respect to any payment on an Instrument to an Instrumentholder who is a fiduciary, partnership, limited liability company, or person other than the Beneficial Owner of such payment to the extent that the Beneficial Owner with respect to such payment (or portion thereof) would not have been entitled to the additional amounts had the payment (or the relevant portion thereof) been made directly to such Beneficial Owner and (iii) any deduction or withholding imposed or required pursuant to an agreement described in Section 1471(b) of the Code, or otherwise imposed pursuant to Sections 1471 through 1474 of the Code (or any regulations thereunder or official interpretations thereof) or an intergovernmental agreement between the United States of America and another jurisdiction facilitating the implementation thereof (or any fiscal or regulatory legislation, rules or practices implementing such an intergovernmental agreement). As used in clause (ii) above, “Beneficial Owner” means the person who is required by the laws of the relevant tax jurisdiction to include the payment in income for tax purposes. As used in these Conditions, “Relevant Date” in respect of any Instrument means the date on which payment in respect of it first becomes due or (if any amount of the money payable is improperly withheld or refused) the date on which payment in full of the amount outstanding is made or (if earlier) the date on which notice is duly given to the Instrumentholders in accordance with Condition 13 that, upon further presentation of the Instrument being made in accordance with the Conditions,

A42485973 75 such payment will be made, provided that payment is in fact made upon such presentation. References in these Conditions to (a) “principal” shall be deemed to include any premium payable in respect of the Instruments, all Final Redemption Amounts, Early Redemption Amounts, Optional Redemption Amounts, Amortised Face Amounts and all other amounts in the nature of principal payable pursuant to Condition 4 or any amendment or supplement to it, (b) “interest” shall be deemed to include all Interest Amounts and all other amounts payable pursuant to Condition 3 or any amendment or supplement to it and (c) “principal” and/or “interest” shall be deemed to include any additional amounts which may be payable under this Condition or any undertaking given in addition to or in substitution for it under the Trust Deed. 7 Prescription Claims against the Issuer for payment in respect of the Instruments shall be prescribed and become void unless made within 10 years (in the case of principal) or five years (in the case of interest) from the appropriate Relevant Date in respect of them. 8 Events of Default If any of the following events (each an “Event of Default”) occurs and is continuing, the Trustee at its discretion may, and if so requested by the holders of at least one-quarter in nominal amount of the Instruments then outstanding or if so directed by an Extraordinary Resolution shall (subject in each case to being indemnified and/or secured and/or prefunded to its satisfaction), give notice to the Issuer at its registered office that the Instruments are, and they shall accordingly immediately become due and repayable at their Redemption Amount together with accrued interest (if any) to the date of payment: (a) Non-Payment there is default for more than 30 days in the payment of any principal or interest due in respect of the Instruments; or (b) Breach of Other Obligations there is default in the performance or observance by the Issuer of any other obligation or provision under the Trust Deed or the Instruments (other than any obligation for the payment of any principal or interest in respect of the Instruments) which default is incapable of remedy or, if in the opinion of the Trustee capable of remedy, is not remedied within 90 days after notice of such default shall have been given to the Issuer by the Trustee; or (c) Cross-Acceleration if (i) any other present or future Relevant Indebtedness of the Issuer or a Principal Subsidiary becomes due and payable prior to its stated maturity by reason of any actual event of default or (ii) any amount in respect of such Relevant Indebtedness is not paid when due or, as the case may be, within any applicable grace period, provided that the aggregate amount of the Relevant Indebtedness in respect of which one or more of the events mentioned above in this paragraph (c) have occurred equals or exceeds U.S.$200,000,000; or (d) Winding-up a resolution is passed, or a final order of a court in the United States of America is made and, where possible, not discharged or stayed within a period of 90 days, that the Issuer be wound up or dissolved; or A42485973 76 (e) Enforcement Proceedings attachment is made of the whole or substantially the whole of the assets or undertakings of the Issuer and such attachment is not released or cancelled within 90 days or an encumbrancer takes possession or an administrative or other receiver or similar officer is appointed of the whole or substantially the whole of the assets or undertaking of the Issuer or an administration or similar order is made in relation to the Issuer and such taking of possession, appointment or order is not released, discharged or cancelled within 90 days; or (f) Insolvency the Issuer ceases to carry on all or substantially all of its business or is unable to pay its debts; or (g) Bankruptcy the Issuer is adjudged bankrupt or insolvent by a court of competent jurisdiction in the United States of America, provided that in the case of paragraph (b) the Trustee shall have certified that in its opinion such event is materially prejudicial to the interests of the Instrumentholders. For the purposes of this Condition 8, “Principal Subsidiary” means Niagara Mohawk Power Corporation, The Brooklyn Union Gas Company, KeySpan Gas East Corporation, Massachusetts Electric Company, National Grid USA and New England Power Company, and includes any successor entity thereto or any member of the group of companies comprising NGNA and each of its subsidiary undertakings (the “Group”) which the Auditors have certified to the Trustee as being a company to which all or substantially all of the assets of a Principal Subsidiary are transferred, provided that any such company shall cease to be a Principal Subsidiary for the purpose of this Condition if at any time the Issuer, or any Subsidiary of the Issuer, ceases to control (as defined below) such company. In the event that all or substantially all of the assets of a Principal Subsidiary are transferred to a member of the Group as described above, the transferor of such assets shall cease to be deemed to be a Principal Subsidiary for the purposes of this Condition. For the purposes of this Condition 8, “control” of a company means holding more than 50 per cent. of the issued or allotted ordinary shares in such company and “Auditors” means the auditors of NGNA or such other firm of accountants as may be nominated by NGNA. 9 Enforcement The Trustee may, at its discretion and without further notice, institute such proceedings against the Issuer as it may think fit to enforce any obligation, condition or provision binding on the Issuer under the Instruments or under the Trust Deed, but shall not be bound to do so unless: (a) it has been so directed by an Extraordinary Resolution or in writing by the holders of at least one-quarter of the principal amount of the Instruments outstanding; and (b) it has been indemnified to its satisfaction. No Instrumentholder shall be entitled to institute proceedings directly against the Issuer unless the Trustee, having become bound to proceed as specified above, fails to do so within a reasonable time and such failure is continuing.

A42485973 77 10 Meetings of Instrumentholders, Modifications and Substitution 10.1 Meetings of Instrumentholders The Trust Deed contains provisions for convening meetings of Instrumentholders (including meetings held by way of audio or video conference) to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution (as defined in the Trust Deed) of a modification of any of these Conditions or any provisions of the Trust Deed. An Extraordinary Resolution duly passed at any such meeting shall be binding on Instrumentholders (whether or not they were present at the meeting at which such resolution was passed) except that any Extraordinary Resolution proposed, inter alia, (a) to amend the dates of maturity or redemption of the Instruments or any date for payment of interest on the Instruments, (b) to reduce or cancel the nominal amount of or any premium payable on redemption of the Instruments, (c) to reduce the rate or rates of interest in respect of the Instruments 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 Instruments, (d) if a Minimum and/or a Maximum Rate of Interest is shown on the face of the Instrument, to reduce any such Minimum and/or Maximum Rate of Interest, (e) to vary any method of calculating the Final Redemption Amount, the Early Redemption Amount or the Optional Redemption Amount, (f) to take any steps that as specified in this Instrument may only be taken following approval by an Extraordinary Resolution to which the special quorum provisions apply, and (g) to modify the provisions concerning the quorum required at any meeting of Instrumentholders or the majority required to pass the Extraordinary Resolution will only be binding if passed at a meeting of the Instrumentholders (or at any adjournment of that meeting) at which a special quorum (as defined in the Trust Deed) is present. A resolution in writing signed by the holders of not less than 95 per cent. in nominal amount of the Instruments will be binding on all Instrumentholders. The Issuer may convene a meeting of the holders of any or all Instruments issued pursuant to the Agency Agreement and not forming a single series with the Instruments to which meeting the provisions referred to above apply as if all such Instruments formed part of the same series, provided that the proposals to be considered at such meeting affect the rights of the holders of the Instruments of each series attending the meeting in identical respects (save insofar as the Conditions applicable to each such series are not identical). 10.2 Modification of the Trust Deed The Trustee may agree, without the consent of the Instrumentholders to (a) any modification of any of the provisions of the Trust Deed that is of a formal, minor or technical nature or is made to correct a manifest error, and (b) any other modification (except as mentioned in the Trust Deed), and any waiver or authorisation of any breach or proposed breach, of any of the provisions of the Trust Deed that is in the opinion of the Trustee not materially prejudicial to the interests of the Instrumentholders. Any such modification, authorisation or waiver shall be binding on the Instrumentholders and, if the Trustee so requires, such modification shall be notified to the Instrumentholders as soon as practicable. In addition, the Trustee shall be obliged to concur with the Issuer in effecting any Benchmark Amendments in the circumstances and as otherwise set out in Condition 3.10 without the consent of the Instrumentholders. Any such modification shall be binding on Instrumentholders and, unless the Trustee otherwise agrees, the Issuer shall cause notice of such modification to be given to the Instrumentholders as soon as practicable thereafter. 10.3 Substitution The Trust Deed contains provisions permitting the Trustee to agree, subject to such amendment of the Trust Deed and such other conditions as the Trustee may require, but without the consent of the Instrumentholders, to the substitution of any other company in A42485973 78 place of the Issuer or of any previous substituted company, as principal debtor under the Trust Deed and the Instruments. In the case of such a substitution the Trustee may agree, without the consent of the Instrumentholders, to a change of the law governing the Instruments and/or the Trust Deed provided that such change would not in the opinion of the Trustee be materially prejudicial to the interests of the Instrumentholders. 10.4 Entitlement of the Trustee In connection with the exercise of its functions (including but not limited to those referred to in this Condition) the Trustee shall have regard to the interests of the Instrumentholders as a class and shall not have regard to the consequences of such exercise for individual Instrumentholders and the Trustee shall not be entitled to require, nor shall any Instrumentholder be entitled to claim, from the Issuer any indemnification or payment in respect of any tax consequence of any such exercise upon individual Instrumentholders. 11 Replacement of Certificates If a Certificate is lost, stolen, mutilated, defaced or destroyed, it may be replaced, subject to applicable laws, listing authority and stock exchange regulations, at the specified office of the Registrar or such other Paying Agent or Transfer Agent, as the case may be, as may from time to time be designated by the Issuer for the purpose and notice of whose designation is given to Instrumentholders, in each case on payment by the claimant of the fees and costs incurred in connection with that replacement and on such terms as to evidence, security and indemnity (which may provide, inter alia, that if the allegedly lost, stolen or destroyed Certificate is subsequently presented for payment there shall be paid to the Issuer on demand the amount payable by the Issuer in respect of such Certificates and otherwise as the Issuer may require. Mutilated or defaced Certificates must be surrendered before replacements will be issued. 12 Further Issues The Issuer may from time to time without the consent of the Instrumentholders create and issue further instruments having the same terms and conditions as the Instruments and so that such further issue shall be consolidated and form a single series with such Instruments. References in these Conditions to the Instruments include (unless the context requires otherwise) any other instruments issued pursuant to this Condition and forming a single series with the Instruments. Any such further instruments forming a single series with Instruments constituted by the Trust Deed or any deed supplemental to it shall, and any other instruments may (with the consent of the Trustee), be constituted by the Trust Deed. The Trust Deed contains provisions for convening a single meeting of the Instrumentholders and the holders of instruments of other series if the Trustee so decides. 13 Notices Notices to the Instrumentholders shall be mailed to them at their respective addresses shown in the Register and shall be deemed to have been given on the fourth weekday (being a day other than a Saturday or a Sunday) after the date of mailing. 14 Indemnification of Trustee The Trust Deed contains provisions for the indemnification of the Trustee and for its relief from responsibility, including but not limited to provisions relieving it from any obligation to (a) appoint an independent financial adviser and (b) take proceedings to enforce repayment unless indemnified to its satisfaction. The Trustee is entitled to enter into business transactions with the Issuer or any of

A42485973 79 its subsidiary undertakings, parent undertakings, joint ventures or associated undertakings without accounting for any profit resulting from these transactions and to act as trustee for the holders of any other securities issued by the Issuer or any of its subsidiary undertakings, parent undertakings, joint ventures or associated undertakings. 15 Contracts (Rights of Third Parties) Act 1999 No person shall have any right to enforce any term or condition of the Instruments under the Contracts (Rights of Third Parties) Act 1999. 16 Governing Law and Jurisdiction 16.1 Governing Law The Instruments and any non-contractual obligations arising out of or in connection with the Instruments are governed by, and shall be construed in accordance with, English law. 16.2 Jurisdiction The courts of England have exclusive jurisdiction to settle any dispute (a “Dispute”) arising from or connected with the Instruments. The Issuer agrees that the courts of England are the most appropriate and convenient courts to settle any Dispute and, accordingly, that it will not argue to the contrary. Nothing in this Condition 16 prevents the Trustee or any Instrumentholder from taking proceedings relating to a Dispute (“Proceedings”) in any other courts with jurisdiction. To the extent allowed by law, the Trustee or Instrumentholders may take concurrent Proceedings in any number of jurisdictions. 16.3 Process Agent The Issuer has irrevocably appointed National Grid plc at its registered office for the time being, currently at 1-3 Strand, London WC2N 5EH as its agent in England to receive, for it and on its behalf, service of process in any Proceedings in England. Nothing herein or in the Trust Deed shall affect the right to serve process in any other manner permitted by law. 17 Transfers of Instruments (a) Transfers of Instruments One or more Instruments may be transferred upon the surrender (at the specified office of the Registrar or any Transfer Agent) of the Certificate representing such Instruments to be transferred, together with the form of transfer endorsed on such Certificate (or another form of transfer substantially in the same form and containing the same representations and certifications (if any), unless otherwise agreed by the Issuer), duly completed and executed and any other evidence as the Registrar or such Transfer Agent may reasonably require. In the case of a transfer of part only of a holding of Instruments represented by one Certificate, a new Certificate shall be issued to the transferee in respect of the part transferred and a further new Certificate in respect of the balance of the holding not transferred shall be issued to the transferor. All transfers of Instruments and entries on the Register will be made subject to the detailed regulations concerning transfers of Instruments scheduled to the Agency Agreement. The regulations may be changed by the Issuer with the prior written approval of the Registrar and the Trustee. A copy of the current regulations will be made available by the Registrar to any Instrumentholder upon request. (b) Exercise of Options or Partial Redemption In the case of an exercise of an Issuer’s or Instrumentholders’ option in respect of, or a partial redemption of, a holding of Instruments represented by a single Certificate, a new Certificate A42485973 80 shall be issued to the holder to reflect the exercise of such option or in respect of the balance of the holding not redeemed. In the case of a partial exercise of an option resulting in Instruments of the same holding having different terms, separate Certificates shall be issued in respect of those Instruments of that holding that have the same terms. New Certificates shall only be issued against surrender of the existing Certificates to the Registrar or any Transfer Agent. In the case of a transfer of Instruments to a person who is already a holder of Instruments, a new Certificate representing the enlarged holding shall only be issued against surrender of the Certificate representing the existing holding. (c) Delivery of New Certificates Each new Certificate to be issued pursuant to Conditions 17(a) or (b) shall be available for delivery within three business days of receipt of the form of transfer or Exercise Notice and surrender of the Certificate for exchange. Delivery of the new Certificate(s) shall be made at the specified office of the Transfer Agent or of the Registrar (as the case may be) to whom delivery or surrender of such form of transfer, Exercise Notice or Certificate shall have been made or, at the option of the holder making such delivery or surrender as aforesaid and as specified in the relevant form of transfer, Exercise Notice or otherwise in writing, be mailed by uninsured post at the risk of the holder entitled to the new Certificate to such address as may be so specified, unless such holder requests otherwise and pays in advance to the relevant Transfer Agent the costs of such other method of delivery and/or such insurance as it may specify. In this Condition 17(c), “business day” means a day, other than a Saturday or Sunday, on which banks are open for business in the place of the specified office of the relevant Transfer Agent or the Registrar (as the case may be). (d) Transfers Free of Charge Transfers of Certificates on registration, transfer, exercise of an option or partial redemption shall be effected without charge by or on behalf of the Issuer, the Registrar or any Transfer Agent, but upon payment of any tax or other governmental charges that may be imposed in relation to it (or the giving of such indemnity as the Registrar or the relevant Transfer Agent may require). (e) Closed Periods No Instrumentholder may require the transfer of an Instrument to be registered (i) during the period of 15 days ending on the due date for redemption of that Instrument, (ii) during the period of 15 days prior to any date on which Instruments may be called for redemption by the Issuer at its option pursuant to Condition 4.5, (iii) after any such Instrument has been called for redemption or (iv) during the period of seven days ending on (and including) any Record Date.

A42485973 81 Schedule 3 Provisions for Meetings of Instrumentholders Interpretation 1 In this Schedule: 1.1 references to a meeting are to a physical meeting, a virtual meeting or a hybrid meeting of Instrumentholders of a single Series of Instruments issued by the Issuer and include, unless the context otherwise requires, any adjournment; 1.2 references to “Instruments” and “Instrumentholders” are only to the Instruments of the Series in respect of which a meeting has been, or is to be, called, and to the holders of these Instruments, respectively; 1.3 “agent” means a holder of a voting certificate or a proxy for, or representative of, an Instrumentholder; 1.4 “Alternative Clearing System” means any clearing system (including without limitation CDS or The Depositary Trust Company (“DTC”)) other than Euroclear or Clearstream, Luxembourg; 1.5 “Electronic Consent” has the meaning set out in paragraph 27; 1.6 “electronic platform” means any form of telephony or electronic platform or facility and includes, without limitation, telephone and video conference call and application technology systems; 1.7 “Extraordinary Resolution” means a resolution passed at (a) a meeting duly convened and held in accordance with this Trust Deed by a majority of at least 75 per cent. of the votes cast, (b) by Written Resolution or (c) by an Electronic Consent; 1.8 “hybrid meeting” means a combined physical meeting and virtual meeting convened pursuant to this Schedule by the Issuer or the Trustee at which persons may attend either at the physical location specified in the notice of such meeting or via an electronic platform 1.9 “meeting” means a meeting convened pursuant to this Schedule by the Issuer or the Trustee and whether held as a physical meeting or as a virtual meeting or as a hybrid meeting; 1.10 “physical meeting” means any meeting attended by persons present in person at the physical location specified in the notice of such meeting; 1.11 “present” means physically present in person at a physical meeting or a hybrid meeting, or able to participate in or join a virtual meeting or a hybrid meeting held via an electronic platform; 1.12 “virtual meeting” means any meeting held via an electronic platform; 1.13 “voting certificate” means a certificate issued in accordance with paragraphs 5, 6, 7 and 17; 1.14 “Written Resolution” means a resolution in writing signed by the holders of not less than 95 per cent. in nominal amount of the Instruments outstanding; A42485973 82 1.15 references to persons representing a proportion of the Instruments are to Instrumentholders or agents holding or representing in the aggregate at least that proportion in nominal amount of the Instruments for the time being outstanding; and 1.16 where Instruments are held in Euroclear or Clearstream, Luxembourg or an Alternative Clearing System, references herein to the deposit or release or surrender of Instruments shall be construed in accordance with the usual practices (including in relation to the blocking of the relevant account) of Euroclear or Clearstream, Luxembourg or such Alternative Clearing System. Powers of meetings 2 A meeting shall, subject to the Conditions and without prejudice to any powers conferred on other persons by this Trust Deed, have power by Extraordinary Resolution: 2.1 to sanction any proposal by the Issuer or the Trustee for any modification, abrogation, variation or compromise of, or arrangement in respect of, the rights of the Instrumentholders against the Issuer whether or not those rights arise under this Trust Deed; 2.2 to sanction the exchange or substitution for the Instruments of, or the conversion of the Instruments into, shares, bonds or other obligations or securities of the Issuer or any other entity; 2.3 to assent to any modification of this Trust Deed or the Instruments proposed by the Issuer or the Trustee; 2.4 to authorise anyone to concur in and do anything necessary to carry out and give effect to an Extraordinary Resolution; 2.5 to give any authority, direction or sanction required to be given by Extraordinary Resolution; 2.6 to appoint any persons (whether Instrumentholders or not) as a committee or committees to represent the Instrumentholders’ interests and to confer on them any powers or discretions which the Instrumentholders could themselves exercise by Extraordinary Resolution; 2.7 to approve a proposed new Trustee and to remove a Trustee; 2.8 to approve the substitution of any entity for the Issuer (or any previous substitute) as principal debtor under this Trust Deed; and 2.9 to discharge or exonerate the Trustee from any liability in respect of any act or omission for which it may become responsible under this Trust Deed or the Instruments, provided that the special quorum provisions in paragraph 13 shall apply to any Extraordinary Resolution (a “special quorum resolution”) for the purpose of sub-paragraph 2.2 or 2.8, any of the proposals listed in Condition 10.1 or any amendment to this proviso. Convening a meeting 3 The Issuer or the Trustee may at any time convene a meeting. If it receives a written request by Instrumentholders holding at least 10 per cent. in nominal amount of the Instruments of any Series for the time being outstanding and is indemnified to its satisfaction against all costs and expenses, the Trustee shall convene a meeting of the Instrumentholders of that Series. Every physical meeting shall be held at a time and place approved by the Trustee. Every virtual meeting shall be held via an electronic platform and at a time approved by the

A42485973 83 Trustee. Every hybrid meeting shall be held at a time and place and via an electronic platform approved by the Trustee. 4 At least 21 days’ notice (exclusive of the day on which the notice is given or deemed to be given and of the day of the meeting) shall be given to the Instrumentholders. A copy of the notice shall be given by the party convening the meeting to the other parties. The notice shall specify the day and time of the meeting and manner in which it is to be held, and if a physical meeting or hybrid meeting is to be held, the place of the meeting and, unless the Trustee otherwise agrees, the nature of the resolutions to be proposed and shall explain how Instrumentholders may appoint proxies or representatives, obtain voting certificates and use block voting instructions and the details of the time limits applicable. With respect to a virtual meeting or a hybrid meeting, each notice shall set out further details as required under paragraph 32. Cancellation of meeting 5 A meeting that has been validly convened in accordance with paragraph 3 above, may be cancelled by the person who convened such meeting by giving at least 5 days’ notice (exclusive of the day on which the notice is given or deemed to be given and of the day of the meeting) to the Instrumentholders (with a copy to the Trustee where such meeting was convened by the Issuer or to the Issuer where such meeting was convened by the Trustee). Any meeting cancelled in accordance with this paragraph 5 shall be deemed not to have been convened. Arrangements for voting 6 If a holder of an Instrument wishes to obtain a voting certificate in respect of it for a meeting, the holder must deposit it for that purpose at least 48 hours before the time fixed for the meeting with a Paying Agent or to the order of a Paying Agent with a bank or other depositary nominated by the Paying Agent for the purpose. The Paying Agent shall then issue a voting certificate in respect of it. 7 A voting certificate shall: 7.1 be a document in the English language; 7.2 be dated; 7.3 specify the meeting concerned and the serial numbers of the Instruments deposited; and 7.4 entitle, and state that it entitles, its bearer to attend and vote at that meeting in respect of those Instruments. 8 Once a Paying Agent has issued a voting certificate for a meeting in respect of an Instrument, it shall not release the Instrument until either: 8.1 the meeting has been concluded; or 8.2 the voting certificate has been surrendered to the Paying Agent. 9 9.1 A holder of an Instrument may, by an Instrument in writing in the form available from the specified office of a Transfer Agent in the English language executed by or on behalf of the holder and delivered to the Transfer Agent at least 24 hours before the time fixed for a A42485973 84 meeting, appoint any person (a “proxy”) to act on his behalf in connection with that meeting. A proxy need not be an Instrumentholder. 9.2 A corporation which holds an Instrument may, by delivering to a Transfer Agent at least 24 hours before the time fixed for a meeting a certified copy of a resolution of its directors or other governing body (with, if it is not in English, a certified translation into English), authorise any person to act as its representative (a “representative”) in connection with that meeting. Chair 10 The chair of a meeting shall be such person as the Trustee may nominate in writing, but if no such nomination is made or if the person nominated is not present within 15 minutes after the time fixed for the meeting the Instrumentholders or agents present shall choose one of their number to be chair, failing which the Issuer may appoint a chair. 11 The chair need not be an Instrumentholder or agent. The chair of an adjourned meeting need not be the same person as the chair of the original meeting. Attendance 12 The following may attend and speak at a meeting: 12.1 Instrumentholders and agents; 12.2 the chair; 12.3 the Issuer and the Trustee (through their respective representatives) and their respective financial and legal advisers; and 12.4 the Dealers and their advisers. No one else may attend, participate and/or speak. Quorum and Adjournment 13 No business (except choosing a chair) shall be transacted at a meeting unless a quorum is present at the commencement of business. If a quorum is not present within 15 minutes from the time initially fixed for the meeting, it shall, if convened on the requisition of Instrumentholders or if the Issuer and the Trustee agree, be dissolved. In any other case it shall be adjourned until such date, not less than 14 nor more than 42 days later, and time and place or manner in which it is to be held as the chair may decide. If a quorum is not present within 15 minutes from the time fixed for a meeting so adjourned, the meeting shall be dissolved. 14 Two or more Instrumentholders or agents present at the meeting shall be a quorum: 14.1 in the cases marked “No minimum proportion” in the table below, whatever the proportion of the Instruments which they represent; and 14.2 in any other case, only if they represent the proportion of the Instruments shown by the table below.

A42485973 85 Column 1 Column 2 Column 3 Purpose of meeting Any meeting except one referred to in column 3 Meeting previously adjourned through want of a quorum Required proportion Required proportion To pass a special quorum resolution Two thirds One third To pass any other Extraordinary Resolution A clear majority No minimum proportion Any other purpose 10 per cent. No minimum proportion 15 The chair, may with the consent of (and shall if directed by) a meeting, adjourn the meeting from time to time and from place to place and alternate manner. Only business which could have been transacted at the original meeting may be transacted at a meeting adjourned in accordance with this paragraph or paragraph 13. 16 At least 10 days’ notice (exclusive of the day on which the notice is given or deemed to be given and of the day of the adjourned meeting) of a meeting adjourned through want of a quorum shall be given in the same manner as for an original meeting and that notice shall state the quorum required at the adjourned meeting. However, no notice need otherwise be given of an adjourned meeting. Voting 17 At a meeting which is held only as a physical meeting, each question submitted to such meeting shall be decided by a show of hands unless a poll is (before, or on the declaration of the result of, the show of hands) demanded by the chair, the Issuer, the Trustee or one or more persons holding one or more Instruments or voting certificates or representing not less than 2 per cent. of the Instruments. 18 Unless a poll is demanded a declaration by the chair that a resolution has or has not been passed shall be conclusive evidence of the fact without proof of the number or proportion of the votes cast in favour of or against it. 19 If a poll is demanded, it shall be taken in such manner and (subject as provided below) either at once or after such adjournment as the chair directs. The result of the poll shall be deemed to be the resolution of the meeting at which it was demanded as at the date it was taken. A demand for a poll shall not prevent the meeting continuing for the transaction of business other than the question on which it has been demanded. 20 A poll demanded on the election of a chair or on a question of adjournment shall be taken at once. 21 On a show of hands every person who is present in person and who produces a Certificate of which he is the registered holder or a voting certificate or is a proxy or representative has one vote. On a poll every such person has one vote in respect of each integral currency unit of the Specified Currency of such Series of Instruments so produced or represented by the voting certificate so produced or for which he is a proxy or representative. Without prejudice A42485973 86 to the obligations of proxies, a person entitled to more than one vote need not use them all or cast them all in the same way. 22 In case of equality of votes the chair shall both on a show of hands and on a poll have a casting vote in addition to any other votes which he may have. 23 At a virtual meeting or a hybrid meeting, a resolution put to the vote of the meeting shall be decided on a poll in accordance with paragraph 34, and any such poll will be deemed to have been validly demanded at the time fixed for holding the meeting to which it relates. Effect and Publication of an Extraordinary Resolution 24 An Extraordinary Resolution shall be binding on all the Instrumentholders, whether or not present at the meeting, and each of them shall be bound to give effect to it accordingly. The passing of such a resolution shall be conclusive evidence that the circumstances justify its being passed. The Issuer shall give notice of the passing of an Extraordinary Resolution to Instrumentholders within 14 days but failure to do so shall not invalidate the resolution. Minutes 25 Minutes shall be made of all resolutions and proceedings at every meeting and, if purporting to be signed by the chair of that meeting or of the next succeeding meeting, shall be conclusive evidence of the matters in them. Until the contrary is proved every meeting for which minutes have been so made and signed shall be deemed to have been duly convened and held and all resolutions passed or proceedings transacted at it to have been duly passed and transacted. Written Resolution and Electronic Consent 26 A resolution in writing signed by or on behalf of the holders of not less than 95 per cent. in nominal amount of the Instruments who for the time being are entitled to receive notice of a meeting in accordance with the provisions of this Schedule shall for all purposes be as valid and effectual as an Extraordinary Resolution passed at a meeting of such Instrumentholders duly convened and held in accordance with the provisions of this Schedule. Subject to the following sentence, a Written Resolution may be contained in one document or in several documents in like form, each signed by or on behalf of one or more of the Instrumentholders. For so long as the Instruments are in the form of a Global Certificate held on behalf of one or more of Euroclear, Clearstream, Luxembourg or an Alternative Clearing System, then, in respect of any resolution proposed by the Issuer or the Trustee: 27 Electronic Consent: where the terms of the resolution proposed by the Issuer or the Trustee (as the case may be) have been notified to the Instrumentholders through the relevant clearing system(s) as provided in sub-paragraph (i) and/or (ii) below, each of the Issuer and the Trustee shall be entitled to rely upon approval of such resolution given by way of electronic consents communicated through the electronic communications systems of the relevant clearing system(s) to the relevant Paying Agent or another specified agent in accordance with their operating rules and procedures by or on behalf of the holders of not less than 95 per cent. in nominal amount of the Instruments outstanding (the “Required Proportion”) (“Electronic Consent”) by close of business on the Relevant Date. The relevant Paying Agent shall confirm the result of voting on any Electronic Consent in writing to the Issuer and the Trustee (in a form satisfactory to the Trustee), specifying (as of the

A42485973 87 Relevant Date): (i) the outstanding nominal amount of the Instruments and (ii) the outstanding nominal amount of the Instruments in respect of which consent to the resolution has been given in accordance with this provision. The Issuer and the Trustee may act without further enquiry on any such confirmation from the relevant Paying Agent and shall have no liability or responsibility to anyone as a result of such reliance or action. The Trustee shall not be bound to act on any Electronic Consent in the absence of such a confirmation from the relevant Paying Agent in a form satisfactory to it. Any resolution passed in such manner shall be binding on all Instrumentholders, even if the relevant consent or instruction proves to be defective. The Issuer shall not be liable or responsible to anyone for such reliance: (i) When a proposal for a resolution to be passed as an Electronic Consent has been made, at least 14 days’ notice (exclusive of the day on which the notice is given or deemed to be given and of the day on which affirmative consents will be counted) shall be given to the Instrumentholders through the relevant clearing system(s). The notice shall specify, in sufficient detail to enable Instrumentholders to give their consents in relation to the proposed resolution, the method by which their consents may be given (including, where applicable, blocking of their accounts in the relevant clearing system(s)) and the time and date (the “Relevant Date”) by which they must be received in order for such consents to be validly given, in each case subject to and in accordance with the operating rules and procedures of the relevant clearing system(s). (ii) If, on the Relevant Date on which the consents in respect of an Electronic Consent are first counted, such consents do not represent the Required Proportion, the resolution shall be deemed to be defeated. Such determination shall be notified in writing to the other party or parties to the Trust Deed by the relevant Paying Agent. Alternatively, the party proposing such resolution (the “Proposer”) may give a further notice to Instrumentholders in accordance with (i) above that the resolution will be proposed again. Such notice must inform Instrumentholders that insufficient consents were received in relation to the original resolution and the information specified in sub- paragraph (i) above. For the purpose of such further notice, references to “Relevant Date” shall be construed accordingly. For the avoidance of doubt, an Electronic Consent may only be used in relation to a resolution proposed by the Issuer or the Trustee which is not then the subject of a meeting that has been validly convened in accordance with paragraph 3 above, unless that meeting is or shall be cancelled or dissolved; and 28 Written Resolution: where Electronic Consent is not being sought, for the purpose of determining whether a Written Resolution has been validly passed, the Issuer and the Trustee shall be entitled to rely on consent or instructions given in writing directly to the Issuer and/or the Trustee, as the case may be, (a) by accountholders in the clearing system(s) with entitlements to such Global Certificates and/or, (b) where the accountholders hold any such entitlement on behalf of another person, on written consent from or written instruction by the person identified by that accountholder as the person for whom such entitlement is held. For the purpose of establishing the entitlement to give any such consent or instruction, the Issuer and the Trustee shall be entitled to rely on any certificate or other document issued by, in the case of (a) above, Euroclear, Clearstream, Luxembourg or any other relevant Alternative Clearing System and, in the case of (b) above, the relevant clearing systems and the accountholder identified by the relevant clearing systems for the purposes of (b) above. A42485973 88 Any resolution passed in such manner shall be binding on all Instrumentholders, even if the relevant consent or instruction proves to be defective. Any such certificate or other document shall, be conclusive and binding for all purposes. Any such certificate or other document may comprise any form of statement or print out of electronic records provided by the relevant clearing systems in accordance with their usual procedures and in which the accountholder of a particular nominal amount of the Instruments is clearly identified together with the amount of such holding. Neither the Issuer, nor the Trustee shall be liable to any person by reason of having accepted as valid or not having rejected any certificate or other document to such effect purporting to be issued by any such person and subsequently found to be forged or not authentic. A Written Resolution or Electronic Consent shall take effect as an Extraordinary Resolution. A Written Resolution and/or Electronic Consent will be binding on all Instrumentholders, whether or not they participated in such Written Resolution and/or Electronic Consent. Trustee’s Power to Prescribe Regulations 29 Subject to all other provisions in this Trust Deed the Trustee may without the consent of the Instrumentholders prescribe or approve such further regulations regarding the holding of meetings and attendance and voting at them as it in its sole discretion determines or as proposed by the Issuer including (without limitation) such requirements as the Trustee thinks reasonable to satisfy itself that the persons who purport to make any requisition in accordance with this Trust Deed are entitled to do so and as to the form of voting certificates or block voting instructions so as to satisfy itself that persons who purport to attend or vote at a meeting are entitled to do so. 30 The holder of a Global Certificate shall (unless such Global Certificate represents only one Instrument) be treated as two persons for the purposes of any quorum requirements of a meeting of Instrumentholders. 31 The above provisions of this Schedule shall have effect subject to the following provisions: 31.1 Meetings of Instrumentholders of separate Series will normally be held separately. However, the Trustee may from time to time determine that meetings of Instrumentholders of separate Series shall be held together. 31.2 A resolution that in the opinion of the Trustee affects one Series alone shall be deemed to have been duly passed if passed at a separate meeting of the Instrumentholders of the Series concerned. 31.3 A resolution that in the opinion of the Trustee affects the Instrumentholders of more than one Series but does not give rise to a conflict of interest between the Instrumentholders of the different Series concerned shall be deemed to have been duly passed if passed at a single meeting of the Instrumentholders of the relevant Series provided that for the purposes of determining the votes an Instrumentholder is entitled to cast pursuant to paragraph 20, each Instrumentholder shall have one vote in respect of each whole Euro 1.00 nominal amount of Instruments held, converted, if such Instruments are not denominated in Euro, in accordance with Clause 8.13 (Currency Conversion). 31.4 A resolution that in the opinion of the Trustee affects the Instrumentholders of more than one Series and gives or may give rise to a conflict of interest between the Instrumentholders of the different Series concerned shall be deemed to have been duly passed only if it shall be duly passed at separate meetings of the Instrumentholders of the relevant Series.

A42485973 89 31.5 To all such meetings as previously set out all the preceding provisions of this Schedule shall mutatis mutandis apply as though references therein to Instruments and to Instrumentholders were references to the Instruments and Instrumentholders of the Series concerned. Additional provisions applicable to Virtual and/or Hybrid Meetings 32 The Issuer (with the Trustee’s prior approval) or the Trustee in its sole discretion may decide to hold a virtual meeting or a hybrid meeting and, in such case, shall provide details of the means for Instrumentholders or their proxies or representatives to attend, participate in and/or speak at the meeting, including the electronic platform to be used. 33 The Issuer or the chair (in each case, with the Trustee’s prior approval) or the Trustee in its sole discretion may make any arrangement and impose any requirement or restriction as is necessary to ensure the identification of those entitled to take part in the virtual meeting or hybrid meeting and the suitability of the electronic platform. All documentation that is required to be passed between persons at or for the purposes of the virtual meeting or persons attending the hybrid meeting via the electronic platform (in each case, in whatever capacity) shall be communicated by email (or such other medium of electronic communication as the Trustee may approve). 34 All resolutions put to a virtual meeting or a hybrid meeting shall be voted on by a poll in accordance with paragraphs 19-22 above (inclusive). 35 Persons seeking to attend, participate in, speak at or join a virtual meeting or a hybrid meeting via the electronic platform shall be responsible for ensuring that they have access to the facilities (including, without limitation, IT systems, equipment and connectivity) which are necessary to enable them to do so. 36 In determining whether persons are attending, participating in or joining a virtual meeting, or a hybrid meeting via the electronic platform it is immaterial whether any two or more members attending it are in the same physical location as each other or how they are able to communicate with each other. 37 Two or more persons who are not in the same physical location as each other attend a virtual meeting or a hybrid meeting if their circumstances are such that if they have (or were to have) rights to speak or vote at that meeting, they are (or would be) able to exercise them. 38 The chair of the meeting reserves the right to take such steps as the chair shall determine in its absolute discretion to avoid or minimise disruption at the meeting, which steps may include (without limitation), in the case of a virtual meeting or a hybrid meeting, muting the electronic connection to the meeting of the person causing such disruption for such period of time as the chair may determine 39 The Issuer (with the Trustee’s prior approval) or the Trustee in its sole discretion may make whatever arrangements they consider appropriate to enable those attending a virtual meeting or a hybrid meeting to exercise their rights to speak or vote at it. 40 A person is able to exercise the right to speak at a virtual meeting or a hybrid meeting when that person is in a position to communicate to all those attending the meeting, during the meeting, as contemplated by the relevant provisions of this Schedule. A42485973 90 40.1 A person is able to exercise the right to vote at a virtual meeting or a hybrid meeting when: 40.2 that person is able to vote, during the meeting, on resolutions put to the vote at the meeting; and that person’s vote can be taken into account in determining whether or not such resolutions are passed at the same time as the votes of all the other persons attending the meeting who are entitled to vote at such meeting. 41 The Trustee shall not be responsible or liable to the Issuer or any other person for the security of the electronic platform used for any virtual meeting or hybrid meeting or for accessibility or connectivity or the lack of accessibility or connectivity to any virtual meeting or hybrid meeting.

A42485973 SIGNATURE PAGE TO THE AMENDED AND RESTATED TRUST DEED In witness of which this Trust Deed is delivered on the date stated at the beginning. EXECUTED AND DELIVERED AS A DEED BY NATIONAL GRID NORTH AMERICA INC. By: A42485973 SIGNATURE PAGE TO THE AMENDED AND RESTATED TRUST DEED EXECUTED AS A DEED FOR AND ON BEHALF OF THE LAW DEBENTURE TRUST CORPORATION p.l.c. BY: Director: Representing Law Debenture Corporate Services Limited, Secretary

11/81536398_4 1 __ AUGUST 2023 NATIONAL GRID ELECTRICITY DISTRIBUTION (EAST MIDLANDS) PLC NATIONAL GRID ELECTRICITY DISTRIBUTION (SOUTH WALES) PLC NATIONAL GRID ELECTRICITY DISTRIBUTION (SOUTH WEST) PLC and NATIONAL GRID ELECTRICITY DISTRIBUTION (WEST MIDLANDS) PLC (as Issuers) HSBC CORPORATE TRUSTEE COMPANY (UK) LIMITED (as Trustee) AMENDED AND RESTATED TRUST DEED related to the £6,000,000,000 Euro Medium Term Note Programme of the Issuers Herbert Smith Freehills EXECUTION VERSION 10 11/81536398_4 1 CONTENTS Clause Page 1. INTERPRETATION ............................................................................................................... 3 2. ISSUE OF NOTES AND COVENANT TO PAY .................................................................. 9 3. FORM OF THE NOTES ....................................................................................................... 11 4. STAMP DUTIES AND TAXES ............................................................................................ 13 5. APPLICATION OF MONEYS RECEIVED BY THE TRUSTEE ................................... 13 6. ENFORCEMENT AND PUT EVENT ................................................................................. 14 7. PROCEEDINGS .................................................................................................................... 15 8. COVENANT TO COMPLY WITH THE TRUST DEED ................................................. 15 9. COVENANTS ......................................................................................................................... 15 10. REMUNERATION AND INDEMNIFICATION OF THE TRUSTEE ............................ 18 11. PROVISIONS SUPPLEMENTAL TO THE TRUSTEE ACT 1925 AND THE TRUSTEE ACT 2000 ............................................................................................................. 20 12. TRUSTEE LIABLE FOR NEGLIGENCE.......................................................................... 26 13. WAIVER ................................................................................................................................. 26 14. FREEDOM TO ACT ............................................................................................................. 27 15. MODIFICATION AND SUBSTITUTION .......................................................................... 27 16. APPOINTMENT, RETIREMENT AND REMOVAL OF THE TRUSTEE ................... 28 17. NOTES HELD IN CLEARING SYSTEMS AND COUPONHOLDERS ......................... 30 18. CURRENCY INDEMNITY .................................................................................................. 30 19. COMMUNICATIONS ........................................................................................................... 31 20. SEVERAL OBLIGATIONS AND NO CROSS-DEFAULT .............................................. 31 21. FURTHER PROVISIONS .................................................................................................... 31 22. GOVERNING LAW AND JURISDICTION ...................................................................... 32 SCHEDULE 1 FORM OF GLOBAL NOTES ................................................................................. 33 PART 1 FORM OF CGN TEMPORARY GLOBAL NOTE ............................................. 33 PART 2 FORM OF CGN PERMANENT GLOBAL NOTE ............................................. 39 PART 3 FORM OF NGN TEMPORARY GLOBAL NOTE ............................................. 48 PART 4 FORM OF NGN PERMANENT GLOBAL NOTE ............................................. 54 PART 5 FORM OF GLOBAL CERTIFICATE ................................................................. 60 SCHEDULE 2 FORM OF DEFINITIVE BEARER NOTE ........................................................... 66 SCHEDULE 3 FORM OF CERTIFICATE ..................................................................................... 69 SCHEDULE 4 TERMS AND CONDITIONS OF THE NOTES .................................................... 73 SCHEDULE 5 FORM OF COUPON .............................................................................................. 124 SCHEDULE 6 FORM OF TALON ................................................................................................. 126 SCHEDULE 7 PROVISIONS FOR MEETINGS OF NOTEHOLDERS.................................... 128

11/81536398_4 2 THIS AMENDED AND RESTATED TRUST DEED IS MADE ON __ AUGUST 2023 BETWEEN: (1) NATIONAL GRID ELECTRICITY DISTRIBUTION (EAST MIDLANDS) PLC, NATIONAL GRID ELECTRICITY DISTRIBUTION (SOUTH WALES) PLC, NATIONAL GRID ELECTRICITY DISTRIBUTION (SOUTH WEST) PLC and NATIONAL GRID ELECTRICITY DISTRIBUTION (WEST MIDLANDS) PLC (each an "Issuer" and together the "Issuers"); and (2) HSBC CORPORATE TRUSTEE COMPANY (UK) LIMITED (the "Trustee", which expression, where the context so admits, includes any other trustee or the trustees for the time being of this Trust Deed). WHEREAS: (A) The Issuers have established a note programme pursuant to which the Issuers propose to issue from time to time euro medium term notes in an aggregate nominal amount outstanding at any one time not exceeding the Programme Limit in accordance with the Dealer Agreement (the "Programme"). Notes issued by each Issuer are obligations solely of that Issuer (the "relevant Issuer") and are without any recourse whatsoever to any other Issuer. (B) The Issuers have made applications to the United Kingdom Financial Conduct Authority (the "FCA") for Notes issued under the Programme to be to be admitted to listing on the Official List of the FCA and to trading on the Regulated Market of the London Stock Exchange plc. The Regulated Market of the London Stock Exchange plc is a regulated market for the purposes of Article 2(1)(13A) of Regulation (EU) 600/2014 on markets in financial instruments, as it forms part of United Kingdom domestic law ("UK MiFIR") by virtue of the European Union (Withdrawal) Act 2018, as amended (the "EUWA"). The Notes may be admitted to trading on other regulated markets. Notes may also be issued on the basis that they will not be admitted to listing, trading and/or quotation by any competent authority, stock exchange and/or quotation system or that they will be admitted to listing, trading and/or quotation on such unregulated markets as may be agreed with the relevant Issuer ("Exempt Notes"). (C) In connection with the Programme, the Issuers have prepared a prospectus dated __ August 2023 (the "Prospectus"). The Prospectus has been approved by the FCA as competent authority under Regulation (EU) 2017/1129, as it forms part of United Kingdom domestic law by virtue of the EUWA. The FCA has neither approved nor reviewed the information contained in the Prospectus in connection with the Exempt Notes. (D) Notice of the aggregate nominal amount of the Notes, interest (if any) payable in respect of the Notes, and the issue price of the Notes and certain other information which is applicable to each Tranche (as defined below) of the Notes will (other than in the case of Exempt Notes) be set out in a separate document containing the final terms for that Tranche (the "Final Terms"). In the case of Exempt Notes, notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of the Notes, and the issue price of the Notes and certain other information which is applicable to each Tranche will be set out in a pricing supplement document (the "Pricing Supplement"). (E) In connection with the Programme, National Grid Electricity Distribution (South Wales) plc, National Grid Electricity Distribution (South West) plc, National Grid Electricity Distribution (East Midlands) plc and National Grid Electricity Distribution (West Midlands) plc and the Trustee entered into an amended and restated trust deed dated 24 August 2022 (the "Original Trust Deed"). The Issuers and the Trustee wish to amend and restate the Original Trust Deed. 10 10 11/81536398_4 3 (F) The Original Trust Deed shall be amended and restated on the terms of this Trust Deed. Except as provided below, any Notes issued on or after the date of this Trust Deed shall be issued pursuant to this Trust Deed. This does not affect any Notes issued prior to the date of this Trust Deed or any Notes issued on or after the date of this Trust Deed so as to be consolidated and form a single Series issued prior to the date of this Trust Deed. Subject to such amendment and restatement, the Original Trust Deed shall continue in full force and effect. The Original Trust Deed as amended by this Amended and Restated Trust Deed is referred to herein as the "Trust Deed". (G) The Trustee has agreed to act as trustee of this Trust Deed on the following terms and conditions. THIS DEED WITNESSES AND IT IS DECLARED as follows: 1. INTERPRETATION 1.1 Definitions In this Trust Deed: "Agency Agreement" means the amended and restated agency agreement relating to the Programme dated __ August 2023 between the Issuers, the Trustee, the Issuing and Paying Agent and the other agents mentioned in it. "Agents" means the Issuing and Paying Agent, the Paying Agents, the Calculation Agent, the Registrar, the Transfer Agents or any of them. "Applicable Law" means any law or regulation including, but not limited to (a) any statute or regulation, (b) any rule or practice of any authority by which the relevant Issuer is bound or with which it is accustomed to comply, (c) any agreement between any authorities and (d) any customary agreement between any authority and any party. "Bearer Note" means a Note that is in bearer form and includes any replacement Bearer Note issued pursuant to the Conditions and any temporary Global Note or permanent Global Note. "Calculation Agent" means, in relation to the Notes of any Series, the person named as such in the Conditions or any successor Calculation Agent. "Certificate" means a registered certificate representing one or more Registered Notes of the same Series and, save as provided in the Conditions, comprising the entire holding by a Noteholder of his Registered Notes of that Series and, save in the case of Global Certificates, being substantially in the form set out in Schedule 3. "CGN" means a temporary Global Note in the form set out in Part 1 of Schedule 1 (Form of CGN Temporary Global Note) or a permanent Global Note in the form set out in Part 2 of Schedule 1 (Form of CGN Permanent Global Note). "Clearstream, Luxembourg" means Clearstream Banking S.A. "Common Safekeeper" means, in relation to a Series where the relevant Global Note is a NGN or the relevant Global Certificate is held under the NSS, the common safekeeper for Euroclear and Clearstream, Luxembourg appointed in respect of such Notes. "Conditions" means in respect of the Notes of each Series, the terms and conditions applicable thereto which shall be substantially in the form set out in Schedule 4 (Terms and Conditions of the Notes) or in such other form as may be agreed between the relevant Issuer, the Issuing and Paying Agent, the Trustee and the Relevant Dealer as modified, with respect to any Notes 10

11/81536398_4 4 represented by a Global Certificate or a Global Note, by the provisions of such Global Certificate or Global Note, and shall incorporate any additional provisions forming part of such terms and conditions set out in Part A of the Final Terms relating to the Notes of that Series and shall be endorsed on the Definitive Notes and any reference to a particularly numbered Condition shall be construed accordingly. "Contractual Currency" means, in relation to any payment obligation of any Note, the currency in which that payment obligation is expressed and, in relation to Clause 11 (Provisions supplemental to the Trustee Act 1925 and the Trustee Act 2000), pounds sterling or such other currency as may be agreed between the relevant Issuer and the Trustee from time to time. "Coupons" means the bearer coupons relating to interest bearing Bearer Notes or, as the context may require, a specific number of them and includes any replacement Coupons issued pursuant to the Conditions. "Dealer Agreement" means the amended and restated Dealer Agreement relating to the Programme dated __ August 2023 between the Issuers, NatWest Markets Plc and the other dealers and arrangers named in it. "Definitive Note" means a Bearer Note in definitive form having, where appropriate, Coupons and/or a Talon attached on issue and, unless the context requires otherwise, means a Certificate (other than a Global Certificate) and includes any replacement Note or Certificate issued pursuant to the Conditions. "Euroclear" means Euroclear Bank SA/NV. "Eurosystem-eligible NGN" means a NGN which is intended to be held in a manner which would allow Eurosystem eligibility, as stated in the applicable Final Terms. "Event of Default" means an event described in Condition 10 (Events of Default) of the Conditions that, if so required by that Condition, has been certified by the Trustee to be, in its opinion, materially prejudicial to the interests of the Noteholders. "Extraordinary Resolution" has the meaning set out in Schedule 7 (Provisions for Meetings of Noteholders). "Final Terms" means, in relation to a Tranche, the Final Terms issued specifying the relevant issue details of such Tranche, substantially in the form of Schedule 7 (Form of Final Terms) to the Dealer Agreement. "FSMA" means the Financial Services and Markets Act 2000, as amended. "Global Certificate" means a Certificate substantially in the form set out in Part 5 of Schedule 1 (Form of Global Certificate) representing Registered Notes of one or more Tranches of the same Series. "Global Note" means a temporary Global Note and/or, as the context may require, a permanent Global Note, a CGN and/or a NGN, as the context may require. "holder" in relation to a Note, Coupon or Talon, and "Couponholder" and "Noteholder" have the meanings given to them in the Conditions. "Issuing and Paying Agent" means the person named as such in the Conditions or any Successor Issuing and Paying Agent in each case at its specified office. "Liabilities" means in respect of any person, any losses, damages, costs, charges, awards, claims, demands, expenses, judgments, actions, proceedings, or other liabilities whatsoever 10 11/81536398_4 5 including legal fees and Taxes and penalties incurred by that person (but, for the avoidance of doubt, in each case, excluding tax on net income, profits or gains), together with any irrecoverable VAT charged or chargeable in respect of any sums referred to in this definition. "Market" means the regulated market of the London Stock Exchange. "Moody's" means Moody's Investors Service Limited or any of its subsidiaries and their successors. "NGN" or "New Global Note" means a temporary Global Note in the form set out in Part 3 Schedule 1 (Form of NGN Temporary Global Note) or a permanent Global Note in the form set out in Part 4 of Schedule 1 (Form of NGN Permanent Global Note). "Non-eligible NGN" means a NGN which is not intended to be held in a manner which would allow Eurosystem eligibility, as stated in the applicable Final Terms. "Notes" means the euro medium term notes to be issued by the Issuers pursuant to the Dealer Agreement, constituted by this Trust Deed and for the time being outstanding or, as the context may require, a specific number of them and, in respect of an Issuer shall only refer to the Notes issued by it. "NSS" means the new safekeeping structure which applies to Registered Notes held in global form by a Common Safekeeper for Euroclear and Clearstream, Luxembourg and which is required for such Registered Notes to be recognised as eligible collateral for Eurosystem monetary policy and intra day credit operations. "outstanding" means, in relation to the Notes, all the Notes issued except (a) those that have been redeemed in accordance with this Trust Deed, (b) those that have been redeemed in accordance with the Conditions, (c) those in respect of which the date for redemption has occurred and the redemption moneys (including all interest accrued on such Notes to the date for such redemption and any interest payable after such date) have been duly paid to the Trustee or to the Issuing and Paying Agent as provided in Clause 2 (Issue of Notes and Covenant to pay) and in the manner provided in the Agency Agreement and remain available for payment against presentation and surrender of Notes, Certificates and/or Coupons, as the case may be in accordance with the Conditions, (d) those that have become void or in respect of which claims have become prescribed, (e) those that have been purchased and cancelled as provided in the Conditions and notice of the cancellation of which has been given to the Trustee, (f) those mutilated or defaced Bearer Notes that have been surrendered or cancelled in exchange for replacement Bearer Notes, (g) (for the purpose only of determining how many Notes are outstanding and without prejudice to their status for any other purpose) those Bearer Notes alleged to have been lost, stolen or destroyed and in respect of which replacement Notes have been issued, (h) any temporary Global Note to the extent that it shall have been exchanged for a permanent Global Note and any Global Note to the extent that it shall have been exchanged for one or more Definitive Notes, in either case pursuant to its provisions provided that for the purposes of (1) ascertaining the right to attend and vote at any meeting of the Noteholders, (2) the determination of how many Notes are outstanding for the purposes of Conditions 10 (Events of Default) and 12 (Meetings of Noteholders, Modifications and Substitution) and Schedule 7 (Provisions for Meetings of Noteholders), (3) the exercise of any discretion, power or authority that the Trustee is required, expressly or impliedly, to exercise in or by reference to the interests of the Noteholders and (4) the certification (where relevant) by the Trustee as to whether an Event of Default is in its opinion materially prejudicial to the interests of the Noteholders, those Notes that are beneficially held by or on behalf of the relevant Issuer and not cancelled shall (unless no longer so held) be deemed not to remain outstanding. Save for the purposes of the proviso herein, in the case of each NGN, the Trustee shall rely on the records of Euroclear and Clearstream, Luxembourg in relation to any determination of the nominal amount outstanding of each NGN.

11/81536398_4 6 "Offering Circular" means the offering circular relating to the Notes (which term shall include those documents incorporated by reference into it in accordance with its terms and save as provided therein) as from time to time amended, supplemented or replaced and, in relation to each Tranche, the applicable Pricing Supplement. "Paying Agents" means the persons (including the Issuing and Paying Agent) referred to as such in the Conditions or any Successor Paying Agents in each case at their respective specified offices. "permanent Global Note" means a Global Note representing Bearer Notes of one or more Tranches of the same Series, either on issue or upon exchange of a temporary Global Note, or part of it, and which shall be substantially in the form set out in Part 2 (Form of CGN Temporary Global Note) or Part 4 (Form of CGN Temporary Global Note) of Schedule 1, as the case may be. "Pricing Supplement" means, in relation to any Tranche of Exempt Notes, the pricing supplement issued specifying the relevant issue details of such Tranche, substantially in the form of Schedule 8 (Form of Pricing Supplement) to the Dealer Agreement. "Procedures Memorandum" means administrative procedures and guidelines relating to the settlement of issues of Notes as shall be agreed upon from time to time by the Issuers, the Trustee, the Dealers (as defined in the Dealer Agreement) and the Issuing and Paying Agent. "Programme Limit" means the maximum aggregate nominal amount of Notes that may be issued and outstanding at any time under the Programme, as such limit may be increased pursuant to the Dealer Agreement. "Put Event" has the meaning given to it in Condition 6 (Redemption, Purchase and Options). "Redemption Amount" means the Final Redemption Amount, Early Redemption Amount (Tax), Optional Redemption Amount (Call), Optional Redemption Amount (Put), Early Termination Amount or Residual Holding Redemption Amount, as the case may be, all as defined in the Conditions. "Register" means the register maintained by the Registrar at its specified office. "Registered Note" means a Note in registered form. "Registrar" means the person named as such in the Conditions or any Successor Registrar in each case at its specified office. "S&P" means S&P Global Ratings Europe Limited or any of its subsidiaries and their successors. "Series" means a series of Notes comprising one or more Tranches, whether or not issued on the same date, that (except in respect of the first payment of interest and their issue price) have identical terms on issue and are expressed to have the same series number. "specified office" means, in relation to a Paying Agent, the Registrar or a Transfer Agent the office identified with its name at the end of the Conditions or any other office approved by the Trustee and notified to Noteholders pursuant to Clause 9(l) (Change in Agents). "Successor" means, in relation to an Agent such other or further person as may from time to time be appointed by the Issuers as such Agent with the written approval of, and on terms approved in writing by, the Trustee and notice of whose appointment is given to Noteholders pursuant to Clause 9(n) (Change in Agents). 11/81536398_4 7 "Talons" mean talons for further Coupons or, as the context may require, a specific number of them and includes any replacement Talons issued pursuant to the Conditions. "T2" means real time gross settlement system operated by the Eurosystem or any successor thereto or replacement thereof. "Tax" shall be construed so as to include any present or future tax, levy, impost, duty, charge, fee, deduction or withholding of any nature whatsoever (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same, but excluding taxes on net income, profits or gains) imposed or levied by or on behalf of any Tax Authority in the jurisdiction of the relevant Issuer and "Taxes" shall be construed accordingly. "Tax Authority" means any government, state or municipality or any local, state, federal or other authority, body or official anywhere in the world exercising a fiscal, revenue, customs or excise function (including, without limitation, His Majesty's Revenue and Customs). "temporary Global Note" means a Global Note representing Bearer Notes of one or more Tranches of the same Series on issue and which shall be substantially in the form set out in Part 1 of Schedule 1 (Form of CGN Temporary Global Note) or Part 3 of Schedule 1 (Form of NGN Temporary Global Note), as the case may be. "Tranche" means, in relation to a Series, those Notes of that Series that are issued on the same date at the same issue price and in respect of which the first payment of interest is identical. "Transfer Agents" means the persons (including the Registrar) referred to as such in the Conditions or any Successor Transfer Agents in each case at their specified offices. "trust corporation" means a trust corporation (as defined in the Law of Property Act 1925) or a corporation entitled to act as a trustee pursuant to applicable foreign legislation relating to trustees. "VAT" means value added tax provided for in the VAT Legislation and any other tax of a similar fiscal nature whether imposed in the United Kingdom (instead of or in addition to value added tax) or elsewhere. "VAT Legislation" means the Value Added Tax Act 1994. 1.2 Construction of Certain References References to: (a) the records of Euroclear and Clearstream, Luxembourg shall be to the records that each of Euroclear and Clearstream, Luxembourg holds for its customers which reflect the amount of such customers' interests in the Notes; (b) costs, charges, remuneration or expenses include any value added, turnover or similar tax charged in respect thereof; and (c) an action, remedy or method of judicial proceedings for the enforcement of creditors' rights include references to the action, remedy or method of judicial proceedings in jurisdictions other than England as shall most nearly approximate thereto. 1.3 Headings Headings shall be ignored in construing this Trust Deed. 1.4 Offering Circular and Pricing Supplement

11/81536398_4 8 1.5 In this Trust Deed, all references to "Final Terms" shall be deemed to include references to "Pricing Supplement", and all references to "Prospectus" in this Agreement shall be deemed to include references to the "Offering Circular", unless the context requires otherwise. 1.6 Legislation Any reference in this Trust Deed to any legislation (whether primary legislation or regulations or other subsidiary legislation made pursuant to primary legislation) shall be construed as a reference to such legislation as the same may have been, or may from time to time be, amended or re-enacted. 1.7 Contracts References in this Trust Deed to this Trust Deed or any other document are to this Trust Deed or those documents as amended, supplemented or replaced from time to time in relation to the Programme and include any document that amends, supplements or replaces them. 1.8 Schedules The Schedules are part of this Trust Deed and have effect accordingly. 1.9 Alternative Clearing System References in this Trust Deed to Euroclear and/or Clearstream, Luxembourg shall, wherever the context so permits, be deemed to include reference to any additional or alternative clearing system approved by the Issuers, the Trustee and the Issuing and Paying Agent. In the case of NGNs or Global Certificates held under the NSS, such alternative clearing system must also be authorised to hold such Notes as eligible collateral for Eurosystem monetary policy and intra- day credit operations. 1.10 Contracts (Rights of Third Parties) Act 1999 A person who is not a party to this Trust Deed has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Trust Deed except and to the extent (if any) that this Trust Deed expressly provides for such Act to apply to any of its terms. 1.11 Final Terms In the event of any inconsistency between the Trust Deed and the Final Terms, the Final Terms shall prevail. 1.12 Regulated markets Any reference in this Trust Deed to a regulated market shall be construed as a reference to a regulated market within the meaning given in UK MiFIR. 1.13 Amendment and Restatement The Original Trust Deed shall be amended and restated on the terms of this Trust Deed. Except as provided below, any Notes issued on or after the date of this Trust Deed shall be issued pursuant to this Trust Deed. This does not affect any Notes issued prior to the date of this Trust Deed or any Notes issued on or after the date of this Trust Deed so as to be consolidated and form a single series with Notes issued prior to the date of this Trust Deed. Subject to such amendment and restatement, the Original Trust Deed shall continue in full force and effect. 11/81536398_4 9 2. ISSUE OF NOTES AND COVENANT TO PAY 2.1 Issue of Notes Each Issuer may from time to time issue Notes in Tranches of one or more Series on a continuous basis with no minimum issue size in an aggregate nominal amount of up to the Programme Limit in accordance with the Dealer Agreement. Before issuing any Tranche, the relevant Issuer shall give written notice or procure that it is given to the Trustee of the proposed issue of such Tranche, specifying the details to be included in the relevant Final Terms. Upon the issue by the relevant Issuer of any Notes expressed to be constituted by this Trust Deed, such Notes shall forthwith be constituted by this Trust Deed without any further formality and irrespective of whether or not the issue of such debt securities contravenes any covenant or other restriction in this Trust Deed or the Programme Limit. 2.2 Separate Series The Notes of each Series shall form a separate series of Notes and accordingly, unless the Trustee in its absolute discretion shall otherwise determine, the provisions of this Trust Deed shall apply mutatis mutandis separately and independently to the Notes of each Series and in such Clauses and Schedules the expressions "Noteholders", "Certificates", "Coupons", "Couponholders" and "Talons", together with all other terms that relate to Notes or their Conditions, shall be construed as referring to those of the particular Series in question and not of all Series unless expressly so provided, so that each Series shall be constituted by a separate trust pursuant to Subclause 2.3 (Covenant to Pay) and that, unless expressly provided, events affecting one Series shall not affect any other. Each Issuer shall be at liberty from time to time (but subject always to the provisions of this Trust Deed) without the consent of the Noteholders or Couponholders to create and issue further Notes (whether in bearer or registered form) having terms and conditions the same as the Notes of any Tranche (or the same in all respects save for the Issue Date, Interest Commencement Date (as defined in the Conditions) and Issue Price (as defined in the Conditions)) and so that the same shall be consolidated and form a single Series with the outstanding Notes of a particular Tranche. 2.3 Covenant to Pay Each relevant Issuer covenants with the Trustee that it, in relation to itself only, shall on any date when any Notes become due to be redeemed, in whole or in part, or any principal of the Notes of any Series or any of them becomes due to be repaid in accordance with the Conditions, unconditionally pay to or to the order of the Trustee in the Contractual Currency, in the case of any Contractual Currency other than euro, in the principal financial centre for the Contractual Currency and in the case of euro, in a city in which banks have access to T2, in same day funds the Redemption Amount of the Notes becoming due for redemption on that date together with any applicable premium and shall (subject to the Conditions and except in the case of Zero Coupon Notes) until such payment (both before and after judgment) unconditionally so pay to or to the order of the Trustee interest in respect of the nominal amount of the Notes outstanding as set out in the Conditions (subject to Subclause 2.6 (Rate of interest After a Default)) provided that (1) subject to the provisions of Clause 2.5 (Payment after a Default) payment of any sum due in respect of the Notes or any of them made to the Issuing and Paying Agent, or as the case may be, the Registrar as provided in the Agency Agreement shall, to that extent, satisfy such obligation except to the extent that there is failure in its subsequent payment to the relevant Noteholders or Couponholders (as the case may be) under the Conditions, (2) a payment made after the due date or as a result of the Note becoming repayable following an Event of Default shall be deemed to have been made when the full amount due has been received by the Issuing and Paying Agent or the Trustee and notice to that effect has been given to the Noteholders (if required under Clause 9(j) (Notice of Late Payment)), except to the extent that there is failure in its subsequent payment to the relevant Noteholders or Couponholders (as the case may be)

11/81536398_4 10 under the Conditions; and (3) in any case where payment of the whole or any part of the principal amount due in respect of any Note is improperly withheld or refused upon due presentation of the relevant Note or (if so provided for in the Conditions) interest shall accrue on the whole or such part of such principal amount from the date of such withholding or refusal until the date either on which such principal amount due is paid to the relevant Noteholders or, if earlier, the seventh day after which notice is given to the relevant Noteholders in accordance with the Conditions that the full amount payable in respect of the said principal amount is available for collection by the relevant Noteholders provided that on further due presentation of the relevant Note or (if so provided for in the Conditions) the relevant Note Certificate such payment is in fact made. This covenant shall only have effect each time Notes are issued and outstanding, when the Trustee shall hold the benefit of this covenant and the covenant in Clause 8 (Covenant to comply with the Trust Deed) on trust for the Noteholders and Couponholders of the relevant Series. 2.4 Discharge Subject to Subclause 2.5 (Payment after a Default), any payment to be made in respect of the Notes or the Coupons by the relevant Issuer or the Trustee may be made as provided in the Conditions and any payment so made shall (subject to Subclause 2.5 (Payment after a Default)) to that extent be a good discharge to the relevant Issuer or the Trustee, as the case may be (including, in the case of Notes represented by a NGN whether or not the corresponding entries have been made in the records of Euroclear and Clearstream, Luxembourg), except to the extent that there is failure in its subsequent payment to the relevant Noteholders or Couponholders under the Conditions. 2.5 Payment after a Default At any time after an Event of Default has occurred in relation to a particular Series the Trustee may: (a) by notice in writing to the relevant Issuer, the Paying Agents and the other Agents, require the Paying Agents and the other Agents, or any of them until notified by the Trustee to the contrary, so far as permitted by Applicable Law: (i) to act thereafter until otherwise instructed by the Trustee as Agents of the Trustee under this Trust Deed and the Notes of such Series on the terms of the Agency Agreement (with consequential amendments as necessary and except that the Trustee's liability for the indemnification, remuneration and expenses of the Paying Agents and the Transfer Agents shall be limited to the amounts for the time being held by the Trustee in respect of such Series on the terms of this Trust Deed and available for that purpose) and thereafter to hold all Notes, Certificates, Coupons and Talons of such Series and all moneys, documents and records held by them in respect of Notes, Certificates, Coupons and Talons of such Series on behalf of or to the order of the Trustee; and/or (ii) to deliver all Notes, Certificates, Coupons and Talons of such Series and all moneys, documents and records held by them in respect of the Notes, Certificates, Coupons and Talons of such Series to the Trustee or as the Trustee directs in such notice provided that, such notice shall be deemed not to apply to any document or record which the relevant Agent is obliged not to release by any law or regulation; and (b) by notice in writing to the relevant Issuer require the relevant Issuer to make all subsequent payments in respect of the Notes, Coupons and Talons of such Series to or to the order of the Trustee and not to the Issuing and Paying Agent with effect from the 11/81536398_4 11 issue of any such notice to the relevant Issuer; and from then until such notice is withdrawn, proviso (1) to Clause 2.3 (Covenant to Pay) above shall cease to have effect. 2.6 Rate of interest After a Default If the Notes bear interest at a floating or other variable rate and they become immediately due and repayable under the Conditions, the rate and/or amount of interest payable in respect of them shall continue to be calculated by the Calculation Agent at such interest as if they had not become due and repayable in accordance with the Conditions (with consequential amendments as necessary) except that the rates of interest need not be published unless the Trustee otherwise requires. The first period in respect of which interest shall be so calculable shall commence on the expiry of the Interest Period during which the Notes become so due and repayable. 3. FORM OF THE NOTES 3.1 Global Notes (a) The Notes of each Tranche will initially be represented by a single temporary Global Note or a single permanent Global Note, as indicated in the applicable Final Terms. Each temporary Global Note shall be exchangeable, upon request as described therein, for either Definitive Notes together with, where applicable, Coupons (except in the case of Zero Coupon Notes) and, where applicable, Talons attached, or a permanent Global Note in each case in accordance with the provisions of such temporary Global Note. Each permanent Global Note shall be exchangeable for Definitive Notes together with, where applicable, Coupons (except in the case of Zero Coupon Notes) and, where applicable, Talons attached, in accordance with the provisions of such permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (in the case of a CGN) or Common Safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions of the Dealer Agreement or to another appropriate depositary in accordance with any other agreement between the relevant Issuer and the relevant Dealer(s) and, in each case, the Agency Agreement. (b) Each temporary Global Note shall be printed or typed in the form or substantially in the form set out in Part 1 of Schedule 1 (Form of CGN Temporary Global Note) or Part 3 of Schedule 1 (Form of NGN Temporary Global Note), as the case may be and may be a facsimile. Each temporary Global Note shall have annexed thereto a copy of the applicable Final Terms and shall be signed manually, electronically or in facsimile by a person duly authorised by the relevant Issuer on behalf of the relevant Issuer and shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the relevant Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the Common Safekeeper acting on the instructions of the Issuing and Paying Agent. Each temporary Global Note so executed, authenticated and (if applicable) effectuated shall be a binding and valid obligation of the relevant Issuer and title thereto shall pass by delivery. (c) Each permanent Global Note shall be printed or typed in the form or substantially in the form set out in Part 2 of Schedule 1 (Form of CGN Temporary Global Note) or Part 4 of Schedule 1 (Form of NGN Permanent Global Note), as the case may be and may be a facsimile. Each permanent Global Note shall have annexed thereto a copy of the applicable Final Terms and shall be signed manually, electronically or in facsimile by a person duly authorised by the relevant Issuer on behalf of the relevant Issuer and shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the relevant Issuer has notified the Issuing and Paying Agent that effectuation is to be

11/81536398_4 12 applicable, be effectuated by the Common Safekeeper acting on the instructions of the Issuing and Paying Agent. Each permanent Global Note so executed and authenticated and (if applicable) effectuated shall be a binding and valid obligation of the relevant Issuer and title thereto shall pass by delivery. 3.2 Global Certificates (a) The Registered Notes of each Tranche will initially be represented by a Global Certificate. Global Certificates shall be deposited with a common depositary for, and registered in the name of a nominee of such common depositary for, Euroclear and Clearstream, Luxembourg or a depositary for, and registered in the name of a nominee of a depositary for such additional or alternative clearing system approved by the Issuers, the Trustee and the Issuing and Paying Agent. (b) Each Global Certificate, and each interest represented by a Global Certificate, shall be exchangeable and transferable only in accordance with the provisions of such Global Certificate, the Dealer Agreement, the Agency Agreement and the rules and operating procedures for the time being of Euroclear and Clearstream, Luxembourg (as the case may be). (c) Each Global Certificate shall be printed or typed in the form or substantially in the form set out in Part 5 of Schedule 1 (Form of Global Certificate) and may be a facsimile. Each Global Certificate shall have annexed thereto a copy of the applicable Final Terms and shall be signed manually, electronically or in facsimile by a person duly authorised by the relevant Issuer on behalf of the relevant Issuer and shall be authenticated manually or electronically by or on behalf of the Registrar or such other agent as is appointed for such purpose. The Registrar shall also instruct the Common Safekeeper to effectuate the same. Each Global Certificate so executed, authenticated and effectuated shall be a binding and valid obligation of the relevant Issuer. 3.3 The Definitive Notes The Definitive Notes, Coupons and Talons shall be security printed and the Certificates shall be printed, in each case in accordance with applicable legal and stock exchange requirements substantially in the forms set out in Schedule 2 (Form of Definitive Bearer Note). The Notes and Certificates (other than Global Certificates) shall be endorsed with the Conditions. 3.4 Signature The Notes, Certificates, Coupons and Talons shall be signed manually, electronically or in facsimile by a duly authorised signatory of the relevant Issuer, the Notes shall be authenticated by or on behalf of the Issuing and Paying Agent and the Certificates shall be authenticated by or on behalf of the Registrar or such other agent as is appointed for such purpose. The relevant Issuer may use the facsimile signature of a person who at the date of this Trust Deed is such a duly authorised signatory even if at the time of issue of any Notes, Certificates, Coupons or Talons he is no longer so authorised. In the case of a Global Note which is a NGN or a Global Certificate which is held under the NSS, the Issuing and Paying Agent or the Registrar shall also instruct the Common Safekeeper to effectuate the same. Notes, Certificates, Coupons and Talons so executed and authenticated (and effectuated, if applicable) shall be or, in the case of Certificates, represent binding and valid obligations of the relevant Issuer. 3.5 Entitlement to treat holder as owner The relevant Issuer, the Trustee and any Agent may deem and treat the holder of any Bearer Note or Certificate as the absolute owner of such Bearer Note or Certificate, free of any equity, set-off or counterclaim on the part of the relevant Issuer against the original or any intermediate 11/81536398_4 13 holder of such Bearer Note or Certificate (whether or not such Bearer Note or the Registered Note represented by such Certificate shall be overdue and notwithstanding any notation of ownership or other writing thereon or any notice of previous loss or theft of such Bearer Note or Certificate) for all purposes and, except as ordered by a court of competent jurisdiction or as required by Applicable Law, the relevant Issuer, the Trustee and the Issuing and Paying Agent shall not be affected by any notice to the contrary. All payments made to any such holder shall be valid and, to the extent of the sums so paid, effective to satisfy and discharge the liability for the moneys payable upon the Notes. 4. STAMP DUTIES AND TAXES 4.1 Stamp Duties Each relevant Issuer (in respect of itself only) shall pay any stamp, issue, regulatory, documentary or other similar taxes and duties, including interest and penalties, payable in the United Kingdom and the country of each Contractual Currency in respect of the creation, issue and offering of the Notes, Certificates, Coupons and Talons and the execution or delivery of this Trust Deed. Each relevant Issuer (on a several (and not joint) basis) shall also pay to the Trustee, the Noteholders or the Couponholders (as applicable), an amount equal to any stamp, issue, documentary or other similar taxes paid by them in any jurisdiction in connection with any action taken by or on behalf of the Trustee or, as the case may be, the Noteholders or the Couponholders to enforce the relevant Issuer's obligations under this Trust Deed or the Notes, Certificates, Coupons or Talons. 4.2 Change of Taxing Jurisdiction If an Issuer becomes subject generally to the taxing jurisdiction of a territory or a taxing authority of or in that territory with power to tax other than or in addition to the United Kingdom or any such authority of or in such territory then the relevant Issuer shall (unless the Trustee otherwise agrees) give the Trustee an undertaking satisfactory to the Trustee in terms corresponding to the terms of Condition 8 (Taxation) with the substitution for, or (as the case may require) the addition to, the references in that Condition to the United Kingdom of references to that other or additional territory or authority to whose taxing jurisdiction the relevant Issuer has become so subject. In such event this Trust Deed and the Notes, Certificates, Coupons and Talons shall be read accordingly. 5. APPLICATION OF MONEYS RECEIVED BY THE TRUSTEE 5.1 Declaration of Trust All moneys received by the Trustee in respect of the Notes or amounts payable under this Trust Deed shall, despite any appropriation of all or part of them by the relevant Issuer, be held by the Trustee on trust to apply them (subject to Clause 5.2 (Accumulation)): (a) first, in payment of all costs, charges, expenses and Liabilities incurred by the Trustee (including remuneration payable to it) in carrying out its functions under this Trust Deed; (b) secondly, in payment of any amounts owing in respect of the Notes or Coupons pari passu and rateably (and where interest and principal is due and payable in respect of the Notes it shall be applied pari passu between each Series unless in respect of a specific Series only); and (c) thirdly, in payment of any balance to the relevant Issuer for itself.

11/81536398_4 14 If the Trustee holds any moneys in respect of Notes or Coupons that have become void or in respect of which claims have become prescribed, the Trustee shall hold them on these trusts. 5.2 Accumulation The Trustee may retain such investments and accumulate the resulting income until the investments and the accumulations, together with any other funds for the time being under its control and available for such payment, amount to at least 10 per cent. of the nominal amount of the Notes then outstanding and then such investments, accumulations and funds (after deduction of, or provision for, any applicable taxes) shall be applied as specified in Subclause 5.1 (Declaration of Trust). For the avoidance of doubt, the Trustee shall in no circumstances have any discretion to invest any moneys referred to in this Subclause 5.2 (Accumulation) in any investments or other assets. 5.3 Investment Moneys held by the Trustee may at its election be placed on deposit into an account bearing a market rate interest (and, for the avoidance of doubt, the Trustee shall not be required to obtain best rates, be responsible for any loss occasioned by such deposit or exercise any other form of investment discretion with respect to such deposits) in its name or under its control in any investments or other assets anywhere whether or not they produce income or deposited in its name or under its control at such bank or other financial institution in such currency as the Trustee may, in its absolute discretion, think fit. If that bank or institution is the Trustee or a subsidiary, holding or associated company of the Trustee, it need only account for an amount of interest equal to the standard amount of interest payable by it on such a deposit to an independent customer. 6. ENFORCEMENT AND PUT EVENT 6.1 Proceedings brought by the Trustee At any time after the occurrence of an Event of Default which is continuing, and, in the case of the proviso to Condition 10 (Event of Default), where the Trustee has certified (where applicable) (without liability on its part) that in its opinion such event is materially prejudicial to the interests of the Noteholders, the Trustee may at its discretion and without further notice take such proceedings as it may think fit against the relevant Issuer to enforce the terms of the Trust Deed, the Notes and the Coupons. 6.2 Proof of default Should the Trustee take legal proceedings against the relevant Issuer to enforce any of the provisions of this Trust Deed: (a) proof therein that as regards any specified Note the relevant Issuer has made default in paying any principal, premium or interest due in respect of such Note shall (unless the contrary be proved) be sufficient evidence that the relevant Issuer has made the like default as regards all other Notes which are then due and repayable; and (b) proof therein that as regards any specified Coupon the relevant Issuer has made default in paying any interest due in respect of such Coupon shall (unless the contrary be proved) be sufficient evidence that the relevant Issuer has made the like default as regards all other Coupons which are then due and payable. 6.3 Put Event 11/81536398_4 15 At any time upon the Trustee becoming aware that a Put Event has occurred, the Trustee may, and if so requested by the holders of at least 25 per cent. in nominal amount of the Notes then outstanding shall, give notice to the Noteholders in accordance with Condition 15 (Notices) specifying the nature of the Put Event and the procedure for exercising the Restructuring Put Option. 7. PROCEEDINGS 7.1 Action taken by Trustee The Trustee shall not be bound to take any such proceedings as are mentioned in Clause 6.1 (Proceedings brought by the Trustee) unless respectively directed or requested to do so (i) by an Extraordinary Resolution or (ii) in writing by the holders of at least 25 per cent. in nominal amount of the Notes of the relevant Series then outstanding and in either case then only if it shall be indemnified and/or secured and/or pre-funded to its satisfaction against all actions, proceedings, claims and demands to which it may thereby render itself liable and all costs, charges, damages and expenses which it may incur by so doing. 7.2 Trustee only to enforce Only the Trustee may enforce the provisions of this Trust Deed. No holder shall be entitled to proceed directly against the relevant Issuer to enforce the performance of any of the provisions of this Trust Deed unless the Trustee having become bound as aforesaid to take proceedings fails to do so within a reasonable period and such failure shall be continuing. 8. COVENANT TO COMPLY WITH THE TRUST DEED 8.1 Covenant to comply with the Trust Deed The relevant Issuer covenants with the Trustee to comply with those provisions of this Trust Deed, the Conditions and the other Programme documents which are expressed to be binding on it and to perform and observe the same. The Notes and the Coupons are subject to the provisions contained in this Trust Deed, all of which shall be binding upon the relevant Issuer, the Noteholders, the Couponholders and all persons claiming through or under them respectively. 8.2 Trustee may enforce Conditions The Trustee shall itself be entitled to enforce the obligations of the relevant Issuer under the Notes and the Conditions as if the same were set out and contained in this Trust Deed which shall be read and construed as one document with the Notes. 9. COVENANTS So long as any Note is outstanding, each Issuer severally (and not jointly) covenants with the Trustee that it shall: (a) Books of Account: at all times keep such books of account as may be necessary to comply with all Applicable Law and so as to enable the financial statements of the relevant Issuer to be prepared and allow the Trustee and anyone appointed by it, access to its books of account at all reasonable times during normal business hours and to discuss the same with responsible officers of the relevant Issuer; (b) Notice of Events of Default: notify the Trustee in writing immediately on becoming aware of the occurrence of any Event of Default and without waiting for the Trustee to take any further action;

11/81536398_4 16 (c) Information: So long as any of the Notes remains outstanding, and so far as permitted by applicable law, the relevant Issuer covenants with the Trustee that it shall give or procure to be given to the Trustee such opinions, certificates, information and evidence as it shall require and in such form as it shall require (including without limitation the procurement by the relevant Issuer of all such certificates called for by the Trustee pursuant to Clause 11.4 (Certificate Signed by directors)) for the purpose of the discharge or exercise of the duties, trusts, powers, authorities and discretions vested in it under this Trust Deed or any other Programme document or by operation of law; (d) Requests by the Trustee: So long as any of the Notes remains outstanding, the relevant Issuer covenants with the Trustee that it shall, within ten Business Days (as defined in the Conditions) of a written request by the Trustee, supply to the Trustee such forms, documents and other information relating to it, its operations or the Notes which the Trustee may reasonably request for the purposes of the Trustee's compliance with Applicable Law, and shall notify the Trustee reasonably promptly in the event that it becomes aware that any of such information is (or becomes) inaccurate in any material respect; provided, however, the relevant Issuer shall not be required to provide any such forms, documents or other information pursuant to this Clause to the extent that (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to the relevant Issuer and cannot be obtained by the relevant Issuer using reasonable efforts; or (ii) doing so would or might in the reasonable opinion of the relevant Issuer constitute a breach of any Applicable Law, fiduciary duty or duty of confidentiality; (e) Financial Statements etc: send to the Trustee and the Issuing and Paying Agent at the time of their issue, and, in the case of annual financial statements in any event within 180 days of the end of each financial year, electronic copies in English of every balance sheet, profit and loss account, report or other notice, statement or circular issued, or that legally or contractually should be issued, to its members or creditors (or any class of them) or any holding company thereof generally in their capacity as such and procure that the same are made available for inspection by Noteholders and Couponholders at the specified offices of the Paying Agents as soon as practicable thereafter; (f) Certificate of Directors: send to the Trustee promptly following (i) publication of its annual audited financial statements being made available to its members, and in any event not later than 180 days after the end of its financial year and (ii) any request by the Trustee, a certificate signed by any two of its directors certifying that, having made all reasonable enquiries, to the best of the knowledge, information and belief as at a date not more than five days before the date of the certificate (the "Certification Date") the relevant Issuer has complied with its obligations under this Trust Deed (or, if such is not the case, giving details of such non-compliance) and that as at such date there did not exist nor had there existed at any time prior thereto since the Certification Date in respect of the previous such certificate (or, in the case of the first such certificate, since the date of this Trust Deed) any Event of Default or Restructuring Event or (if such is not the case) specifying the same; (g) Certificate of Notes Held: send to the Trustee as soon as practicable after being so requested by the Trustee a certificate of the relevant Issuer signed by any two of its directors setting out the total number of Notes which, at the date of such certificate, were held by or on behalf of that relevant Issuer or any Subsidiary; (h) Notices to Noteholders: send to the Trustee not less than five Business Days prior to the date of publication, for the Trustee's approval the form of each notice to be given to Noteholders in accordance with the Conditions and not publish such notice without such approval and, once given, two copies of each such notice (such approval, unless 11/81536398_4 17 so expressed, not to constitute approval for the purposes of section 21 of the FSMA of any such notice which is a communication within the meaning of section 21 of the FSMA); (i) Further Acts: so far as permitted by Applicable Law, do such further things and execute all such further documents as may be necessary in the opinion of the Trustee to give effect to this Trust Deed; (j) Notice of Late Payment: forthwith give notice to the Noteholders of any unconditional payment to the Issuing and Paying Agent or the Trustee of any sum due in respect of the Notes or Coupons made after the due date for such payment; (k) Listing and Trading: if the Notes are so listed and traded, use reasonable endeavours to maintain the listing and trading of the Notes on the Market but, if it is unable to do so, having used such endeavours, or if the maintenance of such listing or trading is agreed by the Trustee to be unduly onerous and the Trustee is satisfied that the interests of the Noteholders would not be thereby materially prejudiced, instead use reasonable endeavours to obtain and maintain a listing of the Notes on another stock exchange and the admission to trading of the Notes on another market, in each case approved in writing by the Trustee; (l) Change in Agents: give at least 14 days' prior notice to the Noteholders of any future appointment, resignation or removal of an Agent or of any change by an Agent of its specified office and not make any such appointment or removal without the Trustee's written approval; (m) Provision of Legal Opinions: procure the delivery of legal opinions addressed to the Trustee dated the date of such delivery, in form and content acceptable to the Trustee: (i) from Herbert Smith Freehills LLP as to the laws of England on the date of any update of the Programme and on the date of any amendment to this Trust Deed; (ii) from legal advisers reasonably acceptable to the Trustee as to such law as may reasonably be requested by the Trustee on the date of any update of the Programme and on the issue date for the Notes in the event of a proposed issue of Notes of such a nature and having such features as might lead the Trustee to conclude (acting reasonably (and only in circumstances where, in the reasonable opinion of the Trustee, a legal opinion has not previously been issued in respect of Notes having such features and/or a relevant material change in law has occurred)) that it would be prudent, having regard to such nature and features, to obtain such legal opinion(s) or in the event that the Trustee considers it prudent (acting reasonably) in view of a change (or proposed change) in (or in the interpretation or application of) any Applicable Law, regulation or circumstance affecting it, the Trustee, the Notes, the Certificates, the Coupons, the Talons, this Trust Deed or the Agency Agreement; and (iii) on each occasion on which a legal opinion is given to any Dealer in relation to any Notes pursuant to the Dealer Agreement from the legal adviser giving such opinion; (n) Notification of redemption or payment: not less than the number of days specified in the relevant Condition prior to the redemption or payment date in respect of any Note or Coupon give to the Trustee notice in writing of the amount of such redemption or payment pursuant to the Conditions and duly proceed to redeem or pay such Notes or Coupons accordingly;

11/81536398_4 18 (o) Tax or optional redemption: if the relevant Issuer gives notice to the Trustee that it intends to redeem the Notes pursuant to Conditions 5.6, 6.2 and 6.5 the relevant Issuer shall, prior to giving such notice to the Noteholders, provide such information to the Trustee as the Trustee reasonably requires in order to satisfy itself of the matters referred to in such Condition; (p) Change of taxing jurisdiction: if the relevant Issuer shall become subject generally to the taxing jurisdiction of any territory or any political sub-division thereof or any authority therein or thereof having power to tax other than or in addition to relevant Issuer's taxing jurisdiction, immediately upon becoming aware thereof notify the Trustee of such event and (unless the Trustee otherwise agrees) enter forthwith into a trust deed supplemental hereto, giving to the Trustee an undertaking or covenant in form and manner satisfactory to the Trustee in terms corresponding to the terms of Condition 8 with the substitution for (or, as the case may be, the addition to) the references therein to relevant Issuer's taxing jurisdiction of references to that other or additional territory to whose taxing jurisdiction, or that of a political subdivision thereof or an authority therein or thereof, the relevant Issuer shall have become subject as aforesaid, such trust deed also to modify Condition 8 so that such Condition shall make reference to that other or additional territory; (q) Authorised Signatories: upon the execution hereof and thereafter forthwith upon any change of the same, deliver to the Trustee (with a copy to the Issuing and Paying Agent) a list of the Authorised Signatories of the relevant Issuer, together with certified specimen signatures of the same; (r) Payments: pay moneys payable by it to the Trustee hereunder without set off, counterclaim, deduction or withholding, unless otherwise compelled by law and in the event of any deduction or withholding compelled by law pay such additional amount as will result in the payment to the Trustee of the amount which would otherwise have been payable by it to the Trustee hereunder (save that, for the avoidance of doubt, this shall not apply to any payments of interest or principal in respect of the Notes or the Coupons, any additional amounts to be paid in respect of such sums to be instead determined in accordance with Condition 8); (s) Obligations of Agents: enforce its rights as against the Agents and the Registrar under the Agency Agreement and notify the Trustee immediately upon it becoming aware of any material breach or failure by an Agent in relation to the Notes or Coupons; (t) Notice of Put Event: notify the Trustee in writing immediately on becoming aware of the occurrence of any Put Event; and (u) Cancellation of Notes: procure the delivery of a certificate of cancellation to the Trustee detailing all Notes redeemed, converted or purchased by the relevant Issuer upon which the Trustee can rely as conclusive evidence of repayment or discharge of the relevant Notes. 10. REMUNERATION AND INDEMNIFICATION OF THE TRUSTEE 10.1 Normal Remuneration So long as any Note is outstanding each relevant Issuer shall pay the Trustee as remuneration for its services as Trustee such sum on such dates in each case as the Trustee and the relevant Issuer may agree in writing. Such remuneration shall accrue from day to day from the date of this Trust Deed. However, if any payment to a Noteholder or Couponholder of moneys due in respect of any Note or Coupon is improperly withheld or refused, such remuneration shall again 11/81536398_4 19 accrue as from the date of such withholding or refusal until payment to such Noteholder or Couponholder is duly made. 10.2 Extra Remuneration If an Event of Default (or an event has occurred which has led the Trustee, acting reasonably, to take steps to determine whether an Event of Default has occurred) shall have occurred in relation to a relevant Issuer, such relevant Issuer hereby agrees that the Trustee shall be entitled to be paid additional remuneration calculated at its normal hourly rates in force from time to time. In any other case, if the Trustee finds it expedient or necessary or is requested by such relevant Issuer to undertake duties that they both agree to be of an exceptional nature or otherwise outside the scope of the Trustee's normal duties under this Trust Deed, such relevant Issuer shall pay such additional remuneration as they may agree (and which may be calculated by reference to the Trustee's normal hourly rates in force from time to time) or, failing agreement as to any of the matters in this Subclause (or as to such sums referred to in Subclause 10.1 (Normal Remuneration)), as determined by a financial institution or person (acting as an expert) selected by the Trustee and approved by that relevant Issuer or, failing such approval, nominated by the President for the time being of The Law Society of England and Wales. The expenses involved in such nomination and such financial institution's fee shall be borne by such relevant Issuer. The determination of such financial institution or person shall be conclusive and binding on the relevant Issuer, the Trustee, the Noteholders and the Couponholders. 10.3 Expenses Each relevant Issuer shall (on a several (and not joint) basis only) pay or discharge all costs, charges, Liabilities and expenses properly incurred by the Trustee and (if applicable) any receiver in relation to the preparation and execution of, the exercise of its powers and the performance of its duties under, and in any other manner in relation to, this Trust Deed and the other Programme documents including, but not limited to, legal and travelling expenses and any stamp, issue, registration, documentary or other taxes or duties paid by the Trustee in connection with any action taken or contemplated by or on behalf of the Trustee for enforcing or resolving any doubt concerning this Trust Deed, the Notes, the Coupons, the Talons or any other Programme document. Such costs, charges, Liabilities and expenses shall: (a) in the case of payments made by the Trustee before such demand, carry interest from the date of the demand at the rate of 2 per cent. per annum over the base rate of the Bank of England on the date on which the Trustee made such payments and (b) in other cases, carry interest at such rate from 30 days after the date of the demand or (where the demand specifies that payment is to be made on an earlier date) from such earlier date. 10.4 Value Added Tax The relevant Issuer shall in addition pay to the Trustee an amount equal to the amount of any value added tax or similar tax chargeable in respect of its remuneration (including extra remuneration and expenses) under this Trust Deed. 10.5 Indemnity Without prejudice to the right of indemnity given by law to trustees, the relevant Issuer will indemnify the Trustee and every receiver, attorney, manager, agent or other person appointed by the Trustee hereunder and keep it or him indemnified against all liabilities and expenses (including any VAT payable) to which it or he may become subject or which may be incurred by it or him in the negotiation and preparation of this Trust Deed and the other Programme documents and the execution or purported execution or exercise of any of its or his trusts, duties,

11/81536398_4 20 rights, powers, authorities and discretions under this Trust Deed or any other Programme document or its or his functions under any such appointment or in respect of any other matter or thing done or omitted in any way relating to this Trust Deed or any other Programme document or any such appointment (including, without limitation, liabilities incurred in disputing or defending any of the foregoing). 10.6 Continuing Effect Unless otherwise specifically stated in any discharge of this Trust Deed, the provisions of this Clause 10 shall continue in full force and effect notwithstanding such discharge and whether or not the Trustee is then the trustee of this Trust Deed. 11. PROVISIONS SUPPLEMENTAL TO THE TRUSTEE ACT 1925 AND THE TRUSTEE ACT 2000 11.1 Advice The Trustee may act on the advice, opinion or report of or any information obtained from any lawyer, valuer, accountant (including the auditors), surveyor, banker, broker, auctioneer, or other expert (whether obtained by the relevant Issuer, the Trustee or otherwise, whether or not addressed to the Trustee, and whether or not the advice, opinion, report or information, or any engagement letter or other related document, contains a monetary or other limit on liability or limits the scope and/or basis of such advice, opinion, report or information). The Trustee will not be responsible to anyone for any liability occasioned by so acting. Any such advice, opinion or information may be sent or obtained by letter, telex, fax or electronic communication and the Trustee shall not be liable for acting in good faith on any advice, opinion or information purporting to be conveyed by such means even if it contains an error or is not authentic. 11.2 Trustee to Assume Performance The Trustee need not notify anyone of the execution of this Trust Deed or do anything to find out if a Restructuring Event or an Event of Default has occurred. Until it has actual knowledge or express notice to the contrary, the Trustee may assume that no such event has occurred and that the relevant Issuer is performing all its obligations under this Trust Deed, the Notes, the Coupons and the Talons. 11.3 Resolutions of Noteholders The Trustee shall not be responsible for having acted on a resolution purporting to be a Written Resolution or to have been passed at a meeting of Noteholders in respect of which minutes have been made and signed or a direction of a specified percentage of Noteholders even if it is later found that there was a defect in the constitution of the meeting or the passing of the resolution or the making of the directions or that the resolution was not valid or binding on the Noteholders or Couponholders. 11.4 Certificate Signed by directors If the Trustee, in the exercise of its functions, requires to be satisfied or to have information as to any fact or the expediency of any act, it may call for and accept as sufficient evidence of that fact or the expediency of that act a certificate signed by any two directors of the relevant Issuer as to that fact or to the effect that, in their opinion, that act is expedient and the Trustee need not call for further evidence and shall not be responsible for any Liability occasioned by acting on such a certificate. 11/81536398_4 21 11.5 Certificate of Auditors A certificate of the Auditors that in their opinion a Subsidiary is or is not or was or was not at any particular time or during any particular period a Principal Subsidiary shall, in the absence of manifest error, be conclusive and binding on the relevant Issuer, the Trustee, the Noteholders and the Couponholders; 11.6 Delivery of Certificate The Trustee shall have no Liability whatsoever for any loss, cost, damages or expenses directly or indirectly suffered or incurred by the relevant Issuer, any Noteholder, or any other person as a result of the delivery by the Trustee to the relevant Issuer of a certificate as to material prejudice pursuant to Condition 10 (Events of Default) on the basis of an opinion formed by it in good faith. 11.7 Deposit of Documents The Trustee may appoint as custodian, on any terms, any bank or entity whose business includes the safe custody of documents or any lawyer or firm of lawyers believed by it to be of good repute and may deposit this Trust Deed and any other documents with such custodian and pay all sums due in respect thereof. The Trustee is not obliged to appoint a custodian of securities payable to bearer. 11.8 Discretion The Trustee shall have absolute and uncontrolled discretion as to the exercise of its functions and shall not be responsible for any loss, liability, cost, claim, action, demand, expense or inconvenience that may result from their exercise or non- exercise. 11.9 Trustee's consent Any consent given by the Trustee for the purposes of this Trust Deed may be given on such terms and subject to such conditions (if any) as the Trustee may require. 11.10 Agents Whenever it considers it expedient in the interests of the Noteholders, the Trustee (using due skill, care and attention) may, in the conduct of its trust business, instead of acting personally, employ on any terms and pay an agent selected by it, whether or not a lawyer or other professional person, to transact or conduct, or concur in transacting or conducting, any business and to do or concur in doing all acts required to be done by the Trustee (including the receipt and payment of money) and the Trustee shall not be responsible for any loss, liability, expense, demand, cost, claim or proceedings incurred by reason of the misconduct, omission or default on the part of any person appointed by it hereunder or be bound to supervise the procedures or work of any such person. 11.11 Delegation Whenever it considers it expedient in the interests of the Noteholders, the Trustee (using due skill, care and attention) may delegate to any person on any terms (including power to sub- delegate) all or any of its functions and the Trustee shall not be responsible for any loss, liability, expense, demand, cost, claim or proceedings incurred by reason of the misconduct, omission or default on the part of any person appointed by it hereunder or be bound to supervise the procedures or work of any such person.

11/81536398_4 22 11.12 Nominees In relation to any asset held by it under this Trust Deed, the Trustee (using due skill, care and attention) may appoint any person to act as its nominee on any terms and the Trustee shall not be responsible for any loss, liability, expense, demand, cost, claim or proceedings incurred by reason of the misconduct, omission or default on the part of any person appointed by it hereunder or be bound to supervise the procedures or work of any such person. 11.13 Forged Notes The Trustee shall not be liable to any of the Issuers or any Noteholder or Couponholder by reason of having accepted as valid or not having rejected any Note, Certificate, Coupon or Talon purporting to be such and later found to be forged or not authentic. 11.14 Confidentiality Unless ordered to do so by a court of competent jurisdiction, the Trustee shall not be required to disclose to any Noteholder or Couponholder any confidential financial or other information made available to the Trustee by the relevant Issuer. 11.15 Determinations Conclusive As between itself and the Noteholders and Couponholders, the Trustee may determine all questions and doubts arising in relation to any of the provisions of this Trust Deed. Such determinations, whether made upon such a question actually raised or implied in the acts or proceedings of the Trustee, shall be conclusive and shall bind the Trustee, the Noteholders and the Couponholders. 11.16 Currency Conversion Where it is necessary or desirable to convert any sum from one currency to another, it shall (unless otherwise provided hereby or required by law) be converted at such rate or rates, in accordance with such method and as at such date as may reasonably be specified by the Trustee but having regard to current rates of exchange, if available. Any rate, method and date so specified shall be binding on the relevant Issuer, the Noteholders and the Couponholders. 11.17 Events of Default etc. The Trustee shall not be bound to give notice to any person of the execution of this Trust Deed or to take any steps to ascertain whether any Event of Default has happened and, until it shall have actual knowledge or express notice to the contrary, the Trustee shall be entitled to assume that no such Event of Default has happened and that the relevant Issuer is observing and performing all the obligations on its part contained in the Notes and Coupons and under this Trust Deed and no event has happened as a consequence of which any of the Notes may become repayable. Without prejudice to the foregoing, the Trustee may determine whether or not an Event of Default is in its opinion capable of remedy and/or materially prejudicial to the interests of the Noteholders. Any such determination shall be conclusive and binding on the relevant Issuer, the Noteholders and the Couponholders. 11.18 Payment for and Delivery of Notes The Trustee shall not be responsible for the receipt or application by the relevant Issuer of the proceeds of the issue of the Notes, any exchange of Notes or the delivery of Notes to the persons entitled to them. 11/81536398_4 23 11.19 Notes Held by the relevant Issuer etc. In the absence of knowledge or express notice to the contrary, the Trustee may assume without enquiry (other than requesting a certificate under Clause 9(g) (Certificate of Notes Held)) that no Notes are for the time being held by or on behalf of the relevant Issuer or its Subsidiaries. 11.20 Legal Opinions The Trustee shall not be responsible to any person for failing to request, require or receive any legal opinion relating to any Notes or for checking or commenting upon the content of any such legal opinion. 11.21 Programme Limit The Trustee shall not be concerned, and need not enquire, as to whether or not any Notes are issued in breach of the Programme Limit. 11.22 Responsibility for agents etc. The Trustee will not have any obligation to supervise any custodian, agent, delegate or nominee appointed under this clause (an "Appointee") or be responsible for any Liability incurred by reason of the Appointee's misconduct or default or the misconduct or default of any substitute appointed by the Appointee. 11.23 Reliance on certification of clearing system The Trustee may call for any certificate or other document issued by Euroclear, Clearstream, Luxembourg or any other relevant clearing system in relation to any matter. Any such certificate or other document shall, in the absence of manifest error, be conclusive and binding for all purposes. Any such certificate or other document may comprise any form of statement or print out of electronic records provided by the relevant clearing system (including Euroclear's EUCLID or Clearstream, Luxembourg's Cedcom system) in accordance with its usual procedures and in which the holder of a particular principal or nominal amount of the Notes is clearly identified together with the amount of such holding. The Trustee shall not be liable to any person by reason of having accepted as valid or not having rejected any such certificate or other document purporting to be issued by Euroclear or Clearstream, Luxembourg or any other relevant clearing system and subsequently found to be forged or not authentic. 11.24 Noteholders as a class Whenever in this Trust Deed the Trustee is required in connection with any exercise of its powers, trusts, authorities or discretions to have regard to the interests of the Noteholders, it shall have regard to the interests of the Noteholders as a class and in particular, but without prejudice to the generality of the foregoing, shall not be obliged to have regard to the consequences of such exercise for any individual Noteholder resulting from his or its being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory. 11.25 Trustee not responsible for investigations The Trustee shall not be responsible for, or for investigating any matter which is the subject of, any recital, statement, representation, warranty or covenant of any person contained in this Trust Deed, the Notes or any other agreement or document relating to the transactions herein or therein contemplated or for the execution, legality, effectiveness, adequacy, genuineness, validity, enforceability or admissibility in evidence thereof.

11/81536398_4 24 11.26 No obligation to monitor The Trustee shall be under no obligation to monitor or supervise the functions of any other person under the Notes or any other agreement or document relating to the transactions herein or therein contemplated and shall be entitled, in the absence of actual knowledge of a breach of obligation, to assume that each such person is properly performing and complying with its obligations. 11.27 Entry on the Register The Trustee shall not be liable to the relevant Issuer or any Noteholder by reason of having accepted as valid or not having rejected any entry on the Register later found to be forged or not authentic and can assume for all purposes in relation hereto that any entry on the Register is correct. 11.28 Interests of accountholders or participants So long as any Note is held by or on behalf of Euroclear or Clearstream, Luxembourg, in considering the interests of Noteholders the Trustee may consider the interests (either individual or by category) of its accountholders or participants with entitlements to any such Note as if such accountholders or participants were the holder(s) thereof. 11.29 Trustee not Responsible The Trustee shall not be responsible for the execution, delivery, legality, effectiveness, adequacy, genuineness, validity, enforceability or admissibility in evidence of this Trust Deed or any other document relating thereto and shall not be liable for any failure to obtain or maintain any rating of Notes (where required), any licence, consent or other authority for the execution, delivery, legality, effectiveness, adequacy, genuineness, validity, performance, enforceability or admissibility in evidence of this Trust Deed or any other document relating thereto. In addition the Trustee shall not be responsible for the effect of the exercise of any of its powers, duties and discretions hereunder. 11.30 Freedom to Refrain Notwithstanding anything else herein contained, the Trustee may refrain from doing anything which would or might in its opinion be contrary to any law of any jurisdiction or any directive or regulation of any agency or any state or which would or might otherwise render it liable to any person and may do anything which is, in its opinion, necessary to comply with any such law, directive or regulation. 11.31 Right to Deduct or Withhold Notwithstanding anything contained in this Trust Deed, to the extent required by any Applicable Law, if the Trustee is or will be required to make any deduction or withholding from any distribution or payment made by it hereunder or if the Trustee is or will be otherwise charged to, or is or will become liable to, tax as a consequence of performing its duties hereunder whether as principal, agent or otherwise, and whether by reason of any assessment, prospective assessment or other imposition of liability to taxation of whatsoever nature and whensoever made upon the Trustee, and whether in connection with or arising from any sums received or distributed by it or to which it may be entitled under this Trust Deed (other than in connection with its remuneration as provided for herein) or any investments or deposits from time to time representing the same, including any income or gains arising therefrom or any action of the Trustee in connection with the trusts of this Trust Deed (other than the remuneration herein specified) or otherwise, then the Trustee shall be entitled to make such deduction or withholding or, as the case may be, to retain out of sums received by it an amount sufficient to discharge 11/81536398_4 25 any liability to tax which relates to sums so received or distributed or to discharge any such other liability of the Trustee to tax from the funds held by the Trustee upon the trusts of this Trust Deed. 11.32 Error of judgment The Trustee shall not be liable for any error of judgment made in good faith by any officer or employee of the Trustee assigned by the Trustee to administer its corporate trust matters. 11.33 Professional charges Any trustee being a banker, lawyer, broker or other person engaged in any profession or business shall be entitled to charge and be paid all usual professional and other charges for business transacted and acts done by him or his partner or firm on matters arising in connection with the trusts of this Trust Deed and also his properly incurred charges in addition to disbursements for all other work and business done and all time spent by him or his partner or firm on matters arising in connection with this Trust Deed, including matters which might or should have been attended to in person by a trustee not being a banker, lawyer, broker or other professional person. 11.34 Expenditure by the Trustee Nothing contained in this Trust Deed or any other Programme document shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties or the exercise of any right, power, authority or discretion hereunder if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, or prefunding against, such risk or liability is not reasonably assured to it. 11.35 Regulatory Position Notwithstanding anything in the Trust Deed or any other Programme document to the contrary, the Trustee shall not do, or be authorised or required to do, anything which might constitute a regulated activity for the purpose of FSMA, unless it is authorised under FSMA to do so. The Trustee shall have the discretion at any time: (a) to delegate any of the functions which fall to be performed by an authorised person under FSMA to any other agent or person which also has the necessary authorisations and licences; and (b) to apply for authorisation under FSMA and perform any or all such functions itself if, in its absolute discretion, it considers it necessary, desirable or appropriate to do so. Nothing in this Trust Deed shall require the Trustee to assume an obligation of the relevant Issuers arising under any provisions of the listing, prospectus, disclosure or transparency rules (or equivalent rules of any other competent authority besides the Financial Conduct Authority). 11.36 Not Bound to Act In relation to any discretion to be exercised or action to be taken by the Trustee under any Programme document, the Trustee may, at its discretion and without further notice or shall, if it has been so directed by an extraordinary resolution of the Noteholders of any Series or so requested in writing by the holders of at least 25 per cent. in principal amount of Notes of any Series, exercise such discretion or take such action, provided that, in either case, the Trustee shall not be obliged to exercise such discretion or take such action unless it shall have been indemnified, secured and/or prefunded to its satisfaction against all liabilities and provided that

11/81536398_4 26 the Trustee shall not be held liable for the consequences of exercising its discretion or taking any such action and may do so without having regard to the effect of such action on individual noteholders. 11.37 Personal Data Notwithstanding the other provisions of the Programme documents, the Trustee may collect, use and disclose personal data about the parties (if any are an individual) or individuals associated with the relevant Issuer and/or other parties, so that the Trustee can carry out its obligations to the relevant Issuer and the other parties and for other related purposes, including auditing, monitoring and analysis of its business, fraud and crime prevention, money laundering, legal and regulatory compliance and the marketing by the Trustee or members of the Trustee's corporate group of other services. The Trustee will keep the personal data up to date. The Trustee may also transfer the personal data to any country (including countries outside the European Economic Area where there may be less stringent data protection laws) to process information on the Trustee's behalf. Wherever it is processed, the personal data will be protected by a strict code of secrecy and security to which all members of the Trustee's corporate group, their staff and any third parties are subject, and will only be used in accordance with the Trustee's instructions. 12. TRUSTEE LIABLE FOR NEGLIGENCE Section 1 of the Trustee Act 2000 shall not apply to any function of the Trustee where there are any inconsistencies between the Trustee Acts and the provisions of this Trust Deed, the provisions of this Trust Deed shall, to the extent allowed by law, prevail and, in the case of any such inconsistency with the Trustee Act 2000, the provisions of this Trust Deed shall constitute a restriction or exclusion for the purposes of that Act. Subject to Sections 750 and 751 of the Companies Act 2006 (if applicable) and notwithstanding anything to the contrary the Programme documents, the Trustee shall not be liable to any person for any matter or thing done or omitted in any way in connection with or in relation to the Programme documents, save in connection with its own gross negligence, wilful default or fraud. Any liability of the Trustee arising under the Programme documents shall be limited to the amount of actual loss suffered (such loss shall be determined as at the date of default of the Trustee or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Trustee at the time of entering into the Programme documents, or at the time of accepting any relevant instructions, which increase the amount of the loss. In no event shall the Trustee be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive or consequential damages, whether or not the Trustee has been advised of the possibility of such loss or damages. This clause shall not apply in the event that a court with jurisdiction determines that the Trustee has acted fraudulently or to the extent the limitation of such liability would be precluded by virtue of Sections 750 and 751 of the Companies Act 2006. 13. WAIVER The Trustee may, without the consent or sanction of the Noteholders or Couponholders and without prejudice to its rights in respect of any subsequent breach, condition, event or act from time to time and at any time, if in its opinion the interests of the Noteholders will not be materially prejudiced thereby, waive or authorise, on such terms and conditions as seem expedient to it, any breach or proposed breach by the relevant Issuer of this Trust Deed or the Conditions or the Notes or Coupons or determine that an Event of Default shall not be treated as such for the purposes of this Trust Deed provided that the Trustee shall not do so in contravention of an express direction given by an Extraordinary Resolution or a request made 11/81536398_4 27 pursuant to Condition 10 (Events of Default). No such direction or request shall affect a previous waiver, authorisation or determination. Any such waiver, authorisation or determination shall be binding on the Noteholders and the Couponholders and, if the Trustee so requires the relevant Issuer shall cause such waiver, authorisation or determination to be notified to the Noteholders as soon as practicable in accordance with the Conditions. 14. FREEDOM TO ACT None of the Trustee or its directors and officers should be precluded from entering into transactions in the ordinary course of business with any of the other parties or be accountable for the same (including any profit therefrom) to Noteholders or any person. 15. MODIFICATION AND SUBSTITUTION 15.1 Modification The Trustee may agree without the consent of the Noteholders or Couponholders to any modification to this Trust Deed or the Conditions or the Notes or Coupons which is, in its opinion, of a formal, minor or technical nature or to correct a manifest error. The Trustee may also so agree to any modification to this Trust Deed or the Conditions or the Notes or Coupons that is in its opinion not materially prejudicial to the interests of the Noteholders, but such power does not extend to any such modification as is mentioned in the proviso to paragraph 2 of Schedule 7 (Provisions for Meetings of Noteholders). In addition, the Trustee shall be obliged to concur with the relevant Issuer in using its reasonable endeavours to effect any Benchmark Amendments in the circumstances and as otherwise set out in Condition 4.10.4 without the consent or approval of the Noteholders or Couponholders, provided that the Trustee shall not be obliged so to concur if in the opinion of the Trustee doing so would impose more onerous obligations upon it or expose it to any additional duties, responsibilities or liabilities, such Benchmark Amendment would be inoperable, or reduce or amend the rights and/or the protective provisions afforded to it in the Conditions and/or any documents to which it is a party (including, for the avoidance of doubt, any supplemental trust deed) in any way. Any such modification shall be binding on the Noteholders and the Couponholders and, unless the Trustee otherwise agrees, the relevant Issuer shall cause such modification to be notified to the Noteholders as soon as practicable thereafter in accordance with the Conditions. For the avoidance of doubt, with respect to any issuance of Notes in Canadian dollars and cleared through CDS Clearing & Depositary Services Inc. ("CDS"), the Trustee is entitled to enter into a supplemental agency agreement to appoint additional and/or replacement agents as may be required in connection with the issuance of such Notes and shall have no duty or liability to any person for negotiating or agreeing the terms of such supplemental agency agreement. 15.2 Substitution (a) The Trustee may, without the consent of the Noteholders or Couponholders, agree to the substitution of any other company (the "Substituted Obligor") in place of the relevant Issuer (or of any previous substitute under this Subclause) as the principal debtor under this Trust Deed, the Notes, the Coupons and the Talons provided that: (i) a deed is executed or undertaking given by the Substituted Obligor to the Trustee, in form and manner satisfactory to the Trustee, agreeing to be bound by this Trust Deed, the Notes, the Coupons and the Talons (with consequential amendments as the Trustee may deem appropriate, including any necessary change of the law governing the Notes, the Coupons, the Talons and/or the Trust Deed) as if the Substituted Obligor had been named in this Trust Deed, the Notes, the Certificates, the Coupons and the Talons as the principal debtor in place of the relevant Issuer or any previous substitute under this Subclause;

11/81536398_4 28 (ii) the Trustee is satisfied that (i) the Substituted Obligor has obtained all governmental and regulatory approvals and consents necessary for its assumption of liability as principal debtor in respect of the Notes and the Coupons in place of the relevant Issuer (or such previous substitute as aforesaid) and (ii) such approvals and consents are at the time of substitution in full force and effect; (iii) the Trustee may request legal opinions in a form and manner acceptable to it in relation to the Substituted Obligor: (iv) without prejudice to the rights of reliance of the Trustee under Subclause 15.2(b) the Trustee is satisfied that the said substitution is not materially prejudicial to the interests of the Noteholders; (v) if the Substituted Obligor is subject generally to the taxing jurisdiction of a territory or any authority of or in that territory with power to tax (the "Substituted Territory") other than the territory to the taxing jurisdiction of which (or to any such authority of or in which) the relevant Issuer is subject generally (the "Issuer's Territory"), the Substituted Obligor shall (unless the Trustee otherwise agrees) give to the Trustee an undertaking satisfactory to the Trustee in terms corresponding to Condition 8 (Taxation) with the substitution for the references in that Condition to the relevant Issuer's Territory of references to the Substituted Territory whereupon the Trust Deed, the Notes, the Certificates, the Coupons and the Talons shall be read accordingly; (vi) if any two directors of the Substituted Obligor certify that it will be solvent immediately after such substitution, the Trustee need not have regard to the Substituted Obligor's financial condition, profits or prospects or compare them with those of the relevant Issuer or any previous substitute under this Subclause; and (vii) the relevant Issuer, and the Substituted Obligor comply with such other requirements as the Trustee may direct in the interests of the Noteholders and the Couponholders. (b) Release of Substituted Issuer An agreement by the Trustee pursuant to this Clause 15.2 shall, if so expressed, release the relevant Issuer (or a previous substitute) from any or all of its obligations under this Trust Deed, the Notes, the Coupons and the Talons. Notice of the substitution shall be given to the Noteholders within 14 days of the execution of such documents and compliance with such requirements. (c) Completion of Substitution On completion of the formalities set out in this Clause 15.2, the Substituted Obligor shall be deemed to be named in this Trust Deed, the Notes, the Certificates, the Coupons and the Talons as the principal debtor in place of the relevant Issuer (or of any previous substitute) and this Trust Deed, the Notes, the Certificates, the Coupons and the Talons shall be deemed to be amended as necessary to give effect to the substitution. 16. APPOINTMENT, RETIREMENT AND REMOVAL OF THE TRUSTEE 16.1 Appointment 11/81536398_4 29 Subject as provided in Clause 16.2 (Retirement and Removal), each relevant Issuer has the power of appointing new trustees but no-one may be so appointed in relation to a Series of Notes unless previously approved by an Extraordinary Resolution of the Noteholders of such Series of Notes. A trust corporation shall at all times be a Trustee and may be the sole Trustee. Any appointment of a new Trustee shall be notified by the relevant Issuer to the Agents and to the Noteholders as soon as practicable. 16.2 Retirement and Removal Any Trustee may retire at any time on giving at least three calendar months' written notice to the Issuers without giving any reason or being responsible for any costs occasioned by such retirement and the Noteholders of any Series may by Extraordinary Resolution remove any Trustee in relation to such Series provided that the retirement or removal of a sole trust corporation shall not be effective until a trust corporation is appointed as successor Trustee. If a sole trust corporation gives notice of retirement or an Extraordinary Resolution is passed for its removal, the relevant Issuer shall use all reasonable endeavours to procure that another trust corporation be appointed as Trustee but if it fails to do so within 30 days of the expiry of such three month notice period, the Trustee shall have the power to appoint a new Trustee. 16.3 Co-Trustees The Trustee may, despite Subclause 16.1 (Appointment), by written notice to the relevant Issuer (with a copy to Moody's and S&P) appoint anyone to act as an additional Trustee jointly with the Trustee: (a) if the Trustee considers the appointment to be in the interests of the Noteholders and/or the Couponholders; or (b) to conform with a legal requirement, restriction or condition in a jurisdiction in which a particular act is to be performed; or (c) to obtain a judgment or to enforce a judgment or any provision of this Trust Deed in any jurisdiction. Subject to the provisions of this Trust Deed the Trustee may confer on any person so appointed such functions as it thinks fit. The Trustee may by written notice to each relevant Issuer and that person remove that person. At the Trustee's request, each relevant Issuer shall forthwith do all things as may be required to perfect such appointment or removal and each relevant Issuer irrevocably appoints the Trustee as its attorney in its name and on its behalf to do so. 16.4 Competence of a Majority of Trustees If there are more than two Trustees the majority of them shall be competent to perform the Trustee's functions provided the majority includes a trust corporation. 16.5 Merger Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Clause, without the execution or filing of any paper or any further act on the part of any of the parties thereto.

11/81536398_4 30 17. NOTES HELD IN CLEARING SYSTEMS AND COUPONHOLDERS 17.1 Notes Held in Clearing Systems So long as any Global Note is, or any Notes represented by a Global Certificate are, held on behalf of a clearing system, in considering the interests of Noteholders, the Trustee may have regard to any information provided to it by such clearing system or its operator as to the identity (either individually or by category) of its accountholders or participants with entitlements to any such Global Note or the Registered Notes and may consider such interests on the basis that such accountholders or participants were the holder(s) thereof. 17.2 Couponholders No notices need be given to Couponholders. They shall be deemed to have notice of the contents of any notice given to Noteholders. Even if it has express notice to the contrary, in exercising any of its functions by reference to the interests of the Noteholders, the Trustee shall assume that the holder of each Note is the holder of all Coupons and Talons relating to it. 18. CURRENCY INDEMNITY 18.1 Currency of Account and Payment The Contractual Currency is the sole currency of account and payment for all sums payable by the relevant Issuer under or in connection with this Trust Deed, the Notes and the Coupons, including damages. 18.2 Extent of Discharge An amount received or recovered in a currency other than the Contractual Currency (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvency, winding-up or dissolution of the relevant Issuer or otherwise), by the Trustee or any Noteholder or Couponholder in respect of any sum expressed to be due to it from the relevant Issuer shall only discharge the relevant Issuer to the extent of the Contractual Currency amount that the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). 18.3 Indemnity If that Contractual Currency amount is less than the Contractual Currency amount expressed to be due to the recipient under this Trust Deed, the Notes or the Coupons, each relevant Issuer (on a several (and not joint) basis only) shall indemnify it against any Liabilities sustained by it as a result. In any event, each relevant Issuer (on a several (and not joint) basis only) shall indemnify the recipient against the cost of making any such purchase. 18.4 Indemnity Separate The indemnities in this Clause 18 (Currency Indemnity) and in Subclause 10.5 (Indemnity) constitute separate and independent obligations from the other obligations in this Trust Deed, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by the Trustee and/or any Noteholder or Couponholder and shall continue in full force and effect despite any judgment, order, claim or proof for a liquidated amount in respect of any sum due under this Trust Deed, the Notes and/or the Coupons or any other judgment or order. Any such Liability as referred to in Subclause 18.3 (Indemnity) shall be deemed to constitute a Liability suffered by the Trustee, the Noteholders and the Couponholders 11/81536398_4 31 and no proof or evidence of any actual Liability shall be required by the relevant Issuer or its liquidator(s). 19. COMMUNICATIONS 19.1 Method Each communication under this Trust Deed shall be made in English by fax, electronic communication or otherwise in writing. Each communication or document to be delivered to any party under this Trust Deed shall be sent to that party at the fax number, postal address or electronic address, and marked for the attention of the person (if any), from time to time designated by that party to each other party for the purpose of this Trust Deed. The initial fax number, postal address, electronic address and person so designated by the parties under this Trust Deed are set out in the Procedures Memorandum. 19.2 Deemed Receipt Any communication from any party to any other under this Trust Deed shall be effective, (if by fax) when the relevant delivery receipt is received by the sender, (if in writing) when delivered and (if by electronic communication) when the relevant receipt of such communication being read is given, or where no read receipt is requested by the sender, at the time of sending, provided that no delivery failure notification is received by the sender within 24 hours of sending such communication; provided that any communication which is received (or deemed to take effect in accordance with the foregoing) outside business hours or on a non-business day in the place of receipt shall be deemed to take effect at the opening of business on the next following business day in such place. Any communication delivered to any party under this Trust Deed which is to be sent by fax or electronic communication will be written legal evidence. 19.3 No Notice to Couponholders Neither the Trustee nor the relevant Issuer shall be required to give any notice to the Couponholders for any purpose under this Trust Deed and the Couponholders shall be deemed for all purposes to have notice of the contents of any notice given to the Noteholders in accordance with Condition 15 (Notices). 20. SEVERAL OBLIGATIONS AND NO CROSS-DEFAULT Notwithstanding any other provision of this Trust Deed (or any other document entered into in connection with the issue of the Notes), the obligations of each Issuer are several and if a misrepresentation, breach, default or event of default (or anything analogous thereto) (a "Default") occurs as a result of any act or omission or state of affairs which, in each case, relates only to an Issuer, such Default shall be deemed not to have occurred in relation to the other Issuers (the "Other Issuers") and, accordingly, no liability, right, action, remedy, demand, claim, acceleration of any liability or other enforcement or remedied action may be taken against the Other Issuers. 21. FURTHER PROVISIONS 21.1 Partial Invalidity If, at any time, any provision of this Trust Deed is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

11/81536398_4 32 21.2 Counterparts This Trust Deed may be executed manually, electronically or by facsimile in any number of counterparts. This has the same effect as if the signatures on the counterparts were on a single copy of this Trust Deed. 22. GOVERNING LAW AND JURISDICTION 22.1 Governing Law This Trust Deed, the Notes and any non-contractual obligations arising out of or in connection with them shall be governed by and construed in accordance with English law. 22.2 Jurisdiction The courts of England are to have jurisdiction to settle any disputes that may arise out of or in connection with this Trust Deed, the Notes, the Coupons or the Talons (including any non- contractual obligations arising out of or in connection with them) and accordingly any legal action or proceedings arising out of or in connection with this Trust Deed, the Notes, the Coupons or the Talons ("Proceedings") may be brought in such courts. The Issuers irrevocably submit to the jurisdiction of such courts and waive any objections to Proceedings in such courts on the ground of venue or on the ground that the Proceedings have been brought in an inconvenient forum. This Clause is for the benefit of each of the Trustee, the Noteholders and the Couponholders and shall not limit the right of any of them to take Proceedings in any other court of competent jurisdiction nor shall the taking of Proceedings in any one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not). 22.3 Service of process Each Issuer agrees that the documents which start any Proceedings and any other documents required to be served in relation to those Proceedings may be served on it by being delivered to such Issuer at 1-3 Strand, London WC2N 5EH (for the attention of Group Treasurer), or to such other person with an address in England or Wales and/or at such other address in England or Wales as such Issuer may specify by notice in writing to the Trustee and the Noteholders. Nothing in this paragraph shall affect the right of the Trustee or any of the Noteholders to serve process in any other manner permitted by law. This clause applies to Proceedings in England and to Proceedings elsewhere. 11/81536398_4 33 SCHEDULE 1 FORM OF GLOBAL NOTES PART 1 FORM OF CGN TEMPORARY GLOBAL NOTE [NATIONAL GRID ELECTRICITY DISTRIBUTION (EAST MIDLANDS) PLC]/[ NATIONAL GRID ELECTRICITY DISTRIBUTION (SOUTH WALES) PLC]/[ NATIONAL GRID ELECTRICITY DISTRIBUTION (SOUTH WEST) PLC]/[ NATIONAL GRID ELECTRICITY DISTRIBUTION (WEST MIDLANDS) PLC] (Incorporated with limited liability in England and Wales under the Companies Act 1985 with registered number [02366923]/[02366985]/[02366894]/[03600574]) EURO MEDIUM TERM NOTE PROGRAMME TEMPORARY GLOBAL NOTE Temporary Global Note No. [•] This temporary Global Note is issued in respect of the Notes (the "Notes") of the Tranche and Series specified in Part A of the Second Schedule hereto of [ISSUER] (the "Issuer"). Interpretation and Definitions References in this temporary Global Note to the "Conditions" are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 4 (Terms and Conditions of the Notes) to the amended and restated Trust Deed (the "Trust Deed") dated __ August 2023 between the Issuer and HSBC Corporate Trustee Company (UK) Limited as trustee, as such form is supplemented and/or modified and/or superseded by the provisions of this temporary Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Second Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this temporary Global Note shall have the meanings given to them in the Conditions or the Trust Deed. If the Second Schedule hereto specifies that the applicable TEFRA exemption is either "C Rules" or "not applicable", this temporary Global Note is a "C Rules Note", otherwise this temporary Global Note is a "D Rules Note". Aggregate Nominal Amount The aggregate nominal amount from time to time of this temporary Global Note shall be an amount equal to the aggregate nominal amount of the Notes as shall be shown by the latest entry in the fourth column of the First Schedule hereto, which shall be completed by or on behalf of the Issuing and Paying Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of this temporary Global Note for a corresponding interest in a permanent Global Note or, for Definitive Notes and/or (iii) the redemption or purchase and cancellation of Notes represented hereby, all as described below. Promise to Pay Subject as provided herein, the Issuer, for value received, promises to pay to the bearer of this temporary Global Note, upon presentation and (when no further payment is due in respect of this temporary Global Note) surrender of this temporary Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by this temporary Global Note and (unless this temporary Global Note does not bear interest) to pay interest in respect of the Notes from the Interest Commencement 10

11/81536398_4 34 Date in arrear at the rates, on the dates for payment, and in accordance with the method of calculation provided for in the Conditions, save that the calculation is made in respect of the total aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions. Exchange On or after the first day following the expiry of 40 days after the Issue Date (the "Exchange Date"), this temporary Global Note may be exchanged (free of charge to the holder) in whole or (in the case of a D Rules Note only) from time to time in part by its presentation and, on exchange in full, surrender to or to the order of the Issuing and Paying Agent for interests in a permanent Global Note or, if so specified in the Second Schedule hereto, for Definitive Notes in an aggregate nominal amount equal to the nominal amount of this temporary Global Note submitted for exchange provided that, in the case of any part of a D Rules Note submitted for exchange for a permanent Global Note or Definitive Notes, there shall have been Certification with respect to such nominal amount submitted for such exchange dated no earlier than the Exchange Date. "Certification" means the presentation to the Issuing and Paying Agent of a certificate or certificates with respect to one or more interests in this temporary Global Note, signed by Euroclear or Clearstream, Luxembourg, substantially to the effect set out in Schedule 4 (Clearing System Certificate of Non-U.S. Citizenship and Residency) to the Agency Agreement to the effect that it has received a certificate or certificates substantially to the effect set out in Schedule 3 (Accountholder Certificate of Non-U.S. Citizenship and Residency) to the Agency Agreement with respect thereto and that no contrary advice as to the contents thereof has been received by Euroclear or Clearstream, Luxembourg, as the case may be. Upon the whole or a part of this temporary Global Note being exchanged for a permanent Global Note, such permanent Global Note shall be exchangeable in accordance with its terms for Definitive Notes. The Definitive Notes for which this temporary Global Note or a permanent Global Note may be exchangeable shall be duly executed and authenticated, shall, in the case of Definitive Notes, have attached to them all Coupons (and, where appropriate, Talons) in respect of interest that has not already been paid on this temporary Global Note or the permanent Global Note, as the case may be, shall be security printed and shall be substantially in the form set out in the Schedules to the Trust Deed as supplemented and/or modified and/or superseded by the terms of the Second Schedule hereto. On any exchange of a part of this temporary Global Note for an equivalent interest in a permanent Global Note or for Definitive Notes, as the case may be, the portion of the nominal amount hereof so exchanged shall be endorsed by or on behalf of the Issuing and Paying Agent in the First Schedule hereto, whereupon the nominal amount hereof shall be reduced for all purposes by the amount so exchanged and endorsed. Benefit of Conditions Except as otherwise specified herein, this temporary Global Note is subject to the Conditions and the Trust Deed and, until the whole of this temporary Global Note is exchanged for equivalent interests in a permanent Global Note or for Definitive Notes or cancelled, the holder of this temporary Global Note shall in all respects be entitled to the same benefits as if it were the holder of the permanent Global Note (or the relevant part of it) or the Definitive Notes, as the case may be, for which it may be exchanged as if such permanent Global Note or Definitive Notes had been issued on the Issue Date. Payments No person shall be entitled to receive any payment in respect of the Notes represented by this temporary Global Note that falls due on or after the Exchange Date unless, upon due presentation of this temporary Global Note for exchange, delivery of (or, in the case of a subsequent exchange, due endorsement of) a 11/81536398_4 35 permanent Global Note or delivery of Definitive Notes, as the case may be, is improperly withheld or refused by or on behalf of the Issuer. Payments due in respect of a D Rules Note before the Exchange Date shall only be made in relation to such nominal amount of this temporary Global Note with respect to which there shall have been Certification dated no earlier than such due date for payment. Any payments that are made in respect of this temporary Global Note shall be made to its holder against presentation and (if no further payment falls to be made on it) surrender of it at the specified office of the Issuing and Paying Agent or of any other Paying Agent provided for in the Conditions. If any payment in full of principal is made in respect of any Note represented by this temporary Global Note, the portion of this temporary Global Note representing such Note shall be cancelled and the amount so cancelled shall be endorsed by or on behalf of the Issuing and Paying Agent in the First Schedule hereto (such endorsement being prima facie evidence that the payment in question has been made) whereupon the nominal amount hereof shall be reduced for all purposes by the amount so cancelled and endorsed. If any other payments are made in respect of the Notes represented by this temporary Global Note, a record of each such payment shall be endorsed by or on behalf of the Issuing and Paying Agent on an additional schedule hereto (such endorsement being prima facie evidence that the payment in question has been made). For the purposes of any payments made in respect of this temporary Global Note, the words "in the relevant place of presentation" shall not apply in the definition of business day in Condition 7.7 (Non- Business Days). Cancellation Cancellation of any Note represented by this temporary Global Note that is required by the Conditions to be cancelled (other than upon its redemption) shall be effected by reduction in the nominal amount of this temporary Global Note representing such Note on its presentation to or to the order of the Issuing and Paying Agent for endorsement in the First Schedule hereto, whereupon the nominal amount hereof shall be reduced for all purposes by the amount so cancelled and endorsed. Notices Notwithstanding Condition 15 (Notices), notices required to be given in respect of the Notes represented by this temporary Global Note may be given by their being delivered (so long as this temporary Global Note is held on behalf of Euroclear and Clearstream, Luxembourg or any other clearing system) to Euroclear, Clearstream, Luxembourg or such other clearing system, as the case may be, or otherwise to the holder of this temporary Global Note, rather than by publication as required by the Conditions. No provision of this temporary Global Note shall alter or impair the obligation of the Issuer to pay the principal and premium of and interest on the Notes when due in accordance with the Conditions. This temporary Global Note shall not be valid or become obligatory for any purpose until authenticated by or on behalf of the Issuing and Paying Agent. This temporary Global Note and any non-contractual obligations arising out of or in connection with it shall be governed by English law.

11/81536398_4 36 IN WITNESS whereof the Issuer has caused this temporary Global Note to be duly signed on its behalf. Dated as of the Issue Date. [ISSUER] By: CERTIFICATE OF AUTHENTICATION This temporary Global Note is authenticated by or on behalf of the Issuing and Paying Agent. HSBC BANK PLC as Issuing and Paying Agent By: Authorised Signatory For the purposes of authentication only. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. 11/81536398_4 37 The First Schedule Nominal amount of Notes represented by this temporary Global Note The following (i) issue of Notes initially represented by this temporary Global Note, (ii) exchanges of the whole or a part of this temporary Global Note for interests in a permanent Global Note or for Definitive Notes and/or (iii) cancellations or forfeitures of interests in this temporary Global Note have been made, resulting in the nominal amount of this temporary Global Note specified in the latest entry in the fourth column below: Date Amount of decrease in nominal amount of this temporary Global Note Reason for decrease in nominal amount of this temporary Global Note (exchange, cancellation or forfeiture) Nominal amount of this temporary Global Note on issue or following such decrease Notation made by or on behalf of the Issuing and Paying Agent Issue Date not applicable not applicable

11/81536398_4 38 The Second Schedule [Insert the provisions of the relevant [Final Terms/Pricing Supplement] that relate to the Conditions or the Global Notes as the Second Schedule] 11/81536398_4 39 PART 2 FORM OF CGN PERMANENT GLOBAL NOTE [NATIONAL GRID ELECTRICITY DISTRIBUTION (EAST MIDLANDS) PLC]/[NATIONAL GRID ELECTRICITY DISTRIBUTION (SOUTH WALES) PLC]/[NATIONAL GRID ELECTRICITY DISTRIBUTION (SOUTH WEST) PLC]/[NATIONAL GRID ELECTRICITY DISTRIBUTION (WEST MIDLANDS) PLC] (Incorporated with limited liability in England and Wales under the Companies Act 1985 with registered number [02366923]/[02366985]/[02366894]/[03600574]) EURO MEDIUM TERM NOTE PROGRAMME PERMANENT GLOBAL NOTE Permanent Global Note No. [•] This permanent Global Note is issued in respect of the Notes (the "Notes") of the Tranche(s) and Series specified in Part A of the Third Schedule hereto of [ISSUER] (the "Issuer"). Interpretation and Definitions References in this permanent Global Note to the "Conditions" are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 4 (Terms and Conditions of the Notes) to the amended and restated Trust Deed (the "Trust Deed") dated __ August 2023 between the Issuer and HSBC Corporate Trustee Company (UK) Limited as trustee, as such form is supplemented and/or modified and/or superseded by the provisions of this permanent Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Third Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this permanent Global Note shall have the meanings given to them in the Conditions or the Trust Deed. Aggregate Nominal Amount The aggregate nominal amount from time to time of this permanent Global Note shall be an amount equal to the aggregate nominal amount of the Notes as shall be shown by the latest entry in the fourth column of the First Schedule hereto, which shall be completed by or on behalf of the Issuing and Paying Agent upon (i) the exchange of the whole or a part of the temporary Global Note initially representing the Notes for a corresponding interest herein (in the case of Notes represented by a temporary Global Note upon issue), (ii) the issue of the Notes represented hereby (in the case of Notes represented by this permanent Global Note upon issue), (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this permanent Global Note for Definitive Notes and/or (iv) the redemption or purchase and cancellation of Notes represented hereby, all as described below. Promise to Pay Subject as provided herein, the Issuer, for value received, hereby promises to pay to the bearer of this permanent Global Note, upon presentation and (when no further payment is due in respect of this permanent Global Note) surrender of this permanent Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by this permanent Global Note and (unless this permanent Global Note does not bear interest) to pay interest in respect of the Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the method of calculation provided for in the Conditions, save that the calculation is made in respect of the total 10

11/81536398_4 40 aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions. Exchange This permanent Global Note is exchangeable (free of charge to the holder) on or after the Exchange Date in whole but not, except as provided in the next paragraph, in part for the Definitive Notes if this permanent Global Note is held on behalf of Euroclear or Clearstream, Luxembourg or any other clearing system (an "Alternative Clearing System") and any such clearing system is closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or announces an intention permanently to cease business or does in fact do so. "Exchange Date" means a day falling not less than 60 days after that on which the notice requiring exchange is given and on which banks are open for business in the city in which the specified office of the Issuing and Paying Agent is located and, except in the case of exchange above, in the cities in which Euroclear and Clearstream, Luxembourg or, if relevant, the Alternative Clearing System, are located. Any such exchange may be effected on or after an Exchange Date by the holder of this permanent Global Note surrendering this permanent Global Note to or to the order of the Issuing and Paying Agent. In exchange for this permanent Global Note, the Issuer shall deliver, or procure the delivery of, duly executed and authenticated Definitive Notes in an aggregate nominal amount equal to the nominal amount of this permanent Global Note submitted for exchange (if appropriate, having attached to them all Coupons (and, where appropriate, Talons) in respect of interest that has not already been paid on this permanent Global Note), security printed and substantially in the form set out in the Schedules to the Trust Deed as supplemented and/or modified and/or superseded by the terms of the Third Schedule hereto. Benefit of Conditions Except as otherwise specified herein, this permanent Global Note is subject to the Conditions and the Trust Deed and, until the whole of this permanent Global Note is exchanged for Definitive Notes or cancelled, the holder of this permanent Global Note shall in all respects be entitled to the same benefits as if it were the holder of the Definitive Notes for which it may be exchanged and as if such Definitive Notes had been issued on the Issue Date. Payments No person shall be entitled to receive any payment in respect of the Notes represented by this permanent Global Note that falls due after an Exchange Date for such Notes, unless upon due presentation of this permanent Global Note for exchange, delivery of Definitive Notes is improperly withheld or refused by or on behalf of the Issuer or the Issuer does not perform or comply with any one or more of what are expressed to be its obligations under any Definitive Notes. Payments in respect of this permanent Global Note shall be made to its holder against presentation and (if no further payment falls to be made on it) surrender of it at the specified office of the Issuing and Paying Agent or of any other Paying Agent provided for in the Conditions. A record of each such payment shall be endorsed on the First or Second Schedule hereto, as appropriate, by the Issuing and Paying Agent or by the relevant Paying Agent, for and on behalf of the Issuing and Paying Agent, which endorsement shall (until the contrary is proved) be prima facie evidence that the payment in question has been made. For the purposes of any payments made in respect of this permanent Global Note, the words "in the relevant place of presentation" shall not apply in the definition of business day in Condition 7.7 (Non- Business Days). 11/81536398_4 41 Prescription Claims in respect of principal and interest (as each is defined in the Conditions) in respect of this permanent Global Note shall become void unless it is presented for payment within a period of ten years (in the case of principal) and five years (in the case of interest) from the appropriate Relevant Date. Meetings For the purposes of any meeting of Noteholders, the holder of this permanent Global Note shall be treated as having one vote in respect of each integral currency unit of the Specified Currency of the Notes. Cancellation Cancellation of any Note represented by this permanent Global Note that is required by the Conditions to be cancelled (other than upon its redemption) shall be effected by reduction in the nominal amount of this permanent Global Note representing such Note on its presentation to or to the order of the Issuing and Paying Agent for endorsement in the First Schedule hereto, whereupon the nominal amount hereof shall be reduced for all purposes by the amount so cancelled and endorsed. Purchase Notes may only be purchased by the Issuer if they are purchased together with the right to receive all future payments of interest thereon. Issuer's Options Any option of the Issuer provided for in the Conditions shall be exercised by the Issuer giving notice to the Noteholders within the time limits set out in and containing the information required by the Conditions, except that the notice shall not be required to contain the serial numbers of Notes drawn in the case of a partial exercise of an option and accordingly no drawing of Notes shall be required. Noteholders' Options Any option of the Noteholders provided for in the Conditions may be exercised by the holder of this permanent Global Note giving notice to the Issuing and Paying Agent within the time limits relating to the deposit of Notes with a Paying Agent set out in the Conditions substantially in the form of the notice available from any Paying Agent, except that the notice shall not be required to contain the certificate numbers of the Notes in respect of which the option has been exercised, and stating the nominal amount of Notes in respect of which the option is exercised and at the same time presenting this permanent Global Note to the Issuing and Paying Agent, or to a Paying Agent acting on behalf of the Issuing and Paying Agent, for notation accordingly in the Fourth Schedule hereto. Notices Notwithstanding Condition 15 (Notices), notices required to be given in respect of the Notes represented by this permanent Global Note may be given by their being delivered (so long as this permanent Global Note is held on behalf of Euroclear, Clearstream, Luxembourg or any other clearing system) to Euroclear, Clearstream, Luxembourg or such other clearing system, as the case may be, or otherwise to the holder of this permanent Global Note, rather than by publication as required by the Conditions.

11/81536398_4 42 Negotiability This permanent Global Note is a bearer document and negotiable and accordingly: (a) is freely transferable by delivery and such transfer shall operate to confer upon the transferee all rights and benefits appertaining hereto and to bind the transferee with all obligations appertaining hereto pursuant to the Conditions; (b) the holder of this permanent Global Note is and shall be absolutely entitled as against all previous holders to receive all amounts by way of amounts payable upon redemption, interest or otherwise payable in respect of this permanent Global Note and the Issuer has waived against such holder and any previous holder of this permanent Global Note all rights of set-off or counterclaim that would or might otherwise be available to it in respect of the obligations evidenced by this permanent Global Note; and (c) payment upon due presentation of this permanent Global Note as provided herein shall operate as a good discharge against such holder and all previous holders of this permanent Global Note. No provisions of this permanent Global Note shall alter or impair the obligation of the Issuer to pay the principal and premium of and interest on the Notes when due in accordance with the Conditions. This permanent Global Note shall not be valid or become obligatory for any purpose until authenticated by or on behalf of the Issuing and Paying Agent. This permanent Global Note and any non-contractual obligations arising out of or in connection with it shall be governed by English law. 11/81536398_4 43 IN WITNESS whereof the Issuer has caused this permanent Global Note to be duly signed on its behalf. Dated as of the Issue Date. [ISSUER] By: CERTIFICATE OF AUTHENTICATION This permanent Global Note is authenticated by or on behalf of the Issuing and Paying Agent. HSBC BANK PLC as Issuing and Paying Agent By: Authorised Signatory For the purposes of authentication only. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.

11/81536398_4 44 The First Schedule Nominal amount of Notes represented by this permanent Global Note The following (i) issues of Notes initially represented by this permanent Global Note, (ii) exchanges of interests in a temporary Global Note for interests in this permanent Global Note, (iii) exchanges of the whole or a part of this permanent Global Note for Definitive Notes, (iv) cancellations or forfeitures of interests in this permanent Global Note and/or (v) payments of amounts payable upon redemption in respect of this permanent Global Note have been made, resulting in the nominal amount of this permanent Global Note specified in the latest entry in the fourth column: Date Amount of increase/decrease in nominal amount of this permanent Global Note Reason for increase/decreas e in nominal amount of this permanent Global Note (initial issue, exchange, cancellation, forfeiture or payment, stating amount of payment made) Nominal amount of this permanent Global Note following such increase/decrease Notation made by or on behalf of the Issuing and Paying Agent 11/81536398_4 45 The Second Schedule Payments of Interest The following payments of interest or Interest Amount in respect of this permanent Global Note have been made: Due date of payment Date of payment Amount of interest Notation made by or on behalf of the Issuing and Paying Agent

11/81536398_4 46 The Third Schedule [Insert the provisions of the relevant [Final Terms/Pricing Supplement] that relate to the Conditions or the Global Notes as the Third Schedule.] 11/81536398_4 47 The Fourth Schedule Exercise of Noteholders' Option The following exercises of the option of the Noteholders provided for in the Conditions have been made in respect of the stated nominal amount of this permanent Global Note: Date of exercise Nominal amount of this permanent Global Note in respect of which exercise is made Date of which exercise of such option is effective Notation made by or on behalf of the Issuing and Paying Agent

11/81536398_4 48 PART 3 FORM OF NGN TEMPORARY GLOBAL NOTE [NATIONAL GRID ELECTRICITY DISTRIBUTION (EAST MIDLANDS) PLC]/[NATIONAL GRID ELECTRICITY DISTRIBUTION (SOUTH WALES) PLC]/[NATIONAL GRID ELECTRICITY DISTRIBUTION (SOUTH WEST) PLC]/[NATIONAL GRID ELECTRICITY DISTRIBUTION (WEST MIDLANDS) PLC] (Incorporated with limited liability in England and Wales under the Companies Act 1985 with registered number [02366923]/[02366985]/[02366894]/[03600574]) EURO MEDIUM TERM NOTE PROGRAMME TEMPORARY GLOBAL NOTE Temporary Global Note No. [•] This temporary Global Note is issued in respect of the Notes (the "Notes") of the Tranche and Series specified in Part A of the Schedule hereto of [ISSUER] (the "Issuer"). Interpretation and Definitions References in this temporary Global Note to the "Conditions" are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 4 (Terms and Conditions of the Notes) to the amended and restated Trust Deed (the "Trust Deed") dated __ August 2023 between the Issuer, and HSBC Corporate Trustee Company (UK) Limited as trustee, as such form is supplemented and/or modified and/or superseded by the provisions of this temporary Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this temporary Global Note shall have the meanings given to them in the Conditions or the Trust Deed. If the Second Schedule hereto specifies that the applicable TEFRA exemption is either "C Rules" or "not applicable", this temporary Global Note is a "C Rules Note", otherwise this temporary Global Note is a "D Rules Note". Aggregate Nominal Amount The aggregate nominal amount from time to time of this temporary Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered in the records of both Euroclear and Clearstream, Luxembourg (together the "relevant Clearing Systems"), which shall be completed and/or amended, as the case may be, upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of this temporary Global Note for a corresponding interest recorded in the records of the relevant Clearing Systems in a permanent Global Note or for Definitive Notes and/or (iii) the redemption or purchase and cancellation of Notes represented hereby, all as described below. The records of the relevant Clearing Systems (which expression in this temporary Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers' interests in the Notes, but excluding any interest in any Notes of one Clearing System sharing the records of another Clearing System) shall be conclusive evidence of the nominal amount of the Notes represented by this temporary Global Note and, for these purposes, a statement issued by a relevant Clearing System (which statement shall be made available to the bearer upon request) stating the nominal amount of Notes represented by this temporary Global Note at any time shall be conclusive evidence of the records of the relevant Clearing Systems at that time. Promise to Pay Subject as provided herein, the Issuer, for value received, promises to pay to the bearer of this temporary Global Note, upon presentation and (when no further payment is due in respect of this temporary Global 10 11/81536398_4 49 Note) surrender of this temporary Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by this temporary Global Note and (unless this temporary Global Note does not bear interest) to pay interest in respect of the Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the method of calculation provided for in the Conditions, save that the calculation is made in respect of the total aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions. Exchange On or after the first day following the expiry of 40 days after the Issue Date (the "Exchange Date"), this temporary Global Note may be exchanged (free of charge to the holder) in whole or (in the case of a D Rules Note only) from time to time in part by its presentation and, on exchange in full, surrender to or to the order of the Issuing and Paying Agent for interests recorded in the records of the relevant Clearing Systems in a permanent Global Note or, if so specified in Part A of the Schedule hereto, for Definitive Notes in an aggregate nominal amount equal to the nominal amount of this temporary Global Note submitted for exchange provided that, in the case of any part of a D Rules Note submitted for exchange for interests recorded in the records of the relevant Clearing Systems in a permanent Global Note or Definitive Notes, there shall have been Certification with respect to such nominal amount submitted for such exchange dated no earlier than the Exchange Date. "Certification" means the presentation to the Issuing and Paying Agent of a certificate or certificates with respect to one or more interests in this temporary Global Note, signed by Euroclear or Clearstream, Luxembourg, substantially to the effect set out in Schedule 4 (Clearing System Certificate of Non-U.S. Citizenship and Residency) to the Agency Agreement to the effect that it has received a certificate or certificates substantially to the effect set out in Schedule 3 (Accountholder Certificate of Non-U.S. Citizenship and Residency) to the Agency Agreement with respect thereto and that no contrary advice as to the contents thereof has been received by Euroclear or Clearstream, Luxembourg, as the case may be. Upon the whole or a part of this temporary Global Note being exchanged for a permanent Global Note, such permanent Global Note shall be exchangeable in accordance with its terms for Definitive Notes. The Definitive Notes for which this temporary Global Note or a permanent Global Note may be exchangeable shall be duly executed and authenticated, shall, in the case of Definitive Notes, have attached to them all Coupons (and, where appropriate, Talons) in respect of interest that has not already been paid on this temporary Global Note or the permanent Global Note, as the case may be, shall be security printed and shall be substantially in the form set out in the Schedules to the Trust Deed as supplemented and/or modified and/or superseded by the terms of Part A of the Schedule hereto. On any exchange of a part of this temporary Global Note for an equivalent interest recorded in the records of the relevant Clearing Systems in a permanent Global Note or for Definitive Notes, as the case may be, the Issuer shall procure that details of the portion of the nominal amount hereof so exchanged shall be entered pro rata in the records of the relevant Clearing Systems and upon any such entry being made, the nominal amount of the Notes recorded in the records of the relevant Clearing Systems and represented by this temporary Global Note shall be reduced by an amount equal to such portion so exchanged. Benefit of Conditions Except as otherwise specified herein, this temporary Global Note is subject to the Conditions and the Trust Deed and, until the whole of this temporary Global Note is exchanged for equivalent interests in a permanent Global Note or for Definitive Notes or cancelled, the holder of this temporary Global Note shall in all respects be entitled to the same benefits as if it were the holder of the permanent Global Note

11/81536398_4 50 (or the relevant part of it) or the Definitive Notes, as the case may be, for which it may be exchanged as if such permanent Global Note or Definitive Notes had been issued on the Issue Date. Payments No person shall be entitled to receive any payment in respect of the Notes represented by this temporary Global Note that falls due on or after the Exchange Date unless, upon due presentation of this temporary Global Note for exchange, delivery of (or, in the case of a subsequent exchange, a corresponding entry being recorded in the records of the relevant Clearing Systems) a permanent Global Note or delivery of Definitive Notes, as the case may be, is improperly withheld or refused by or on behalf of the Issuer. Payments due in respect of a D Rules Note before the Exchange Date shall only be made in relation to such nominal amount of this temporary Global Note with respect to which there shall have been Certification dated no earlier than such due date for payment. Any payments that are made in respect of this temporary Global Note shall be made to its holder against presentation and (if no further payment falls to be made on it) surrender of it at the specified office of the Issuing and Paying Agent or of any other Paying Agent provided for in the Conditions and each payment so made will discharge the Issuer's obligations in respect thereof. Any failure to make the entries in the records of the relevant Clearing Systems referred to herein shall not affect such discharge. If any payment in full or in part of principal is made in respect of any Note represented by this temporary Global Note the Issuer shall procure that details of such payment shall be entered pro rata in the records of the relevant Clearing Systems and, upon any such entry being made, the nominal amount of the Notes recorded in the records of the relevant Clearing Systems and represented by this temporary Global Note shall be reduced by the aggregate nominal amount of the Notes so redeemed. If any other payments are made in respect of the Notes represented by this temporary Global Note, the Issuer shall procure that a record of each such payment shall be entered pro rata in the records of the relevant Clearing Systems. For the purposes of any payments made in respect of this temporary Global Note, the words "in the relevant place of presentation" shall not apply in the definition of "business day" in Condition 7.7 (Non- Business Days). Cancellation On cancellation of any Note represented by this temporary Global Note that is required by the Conditions to be cancelled (other than upon its redemption), the Issuer shall procure that details of such cancellation shall be entered pro rata in the records of the relevant Clearing Systems and, upon any such entry being made, the nominal amount of the Note recorded in the records of the relevant Clearing Systems and represented by this temporary Global Note shall be reduced by the aggregate nominal amount of the Notes so cancelled. Notices Notwithstanding Condition 15 (Notices), notices required to be given in respect of the Notes represented by this temporary Global Note may be given by their being delivered (so long as this temporary Global Note is held on behalf of Euroclear and/or Clearstream, Luxembourg or any other permitted clearing system) to Euroclear, Clearstream, Luxembourg or such other permitted clearing system, as the case may be, or otherwise to the holder of this temporary Global Note, rather than by publication as required by the Conditions. No provision of this temporary Global Note shall alter or impair the obligation of the Issuer to pay the principal and premium of and interest on the Notes when due in accordance with the Conditions. This temporary Global Note shall not be valid or become obligatory for any purpose until authenticated by or on behalf of the Issuing and Paying Agent and effectuated by the entity appointed as Common Safekeeper by the relevant Clearing Systems. 11/81536398_4 51 This temporary Global Note and any non-contractual obligations arising out of or in connection with it shall be governed by English law.

11/81536398_4 52 IN WITNESS whereof the Issuer has caused this temporary Global Note to be duly signed on its behalf. Dated as of the Issue Date. [ISSUER] By: CERTIFICATE OF AUTHENTICATION This temporary Global Note is authenticated by or on behalf of the Issuing and Paying Agent. HSBC BANK PLC as Issuing and Paying Agent By: Authorised Signatory For the purposes of authentication only. Effectuation This temporary Global Note is effectuated by or on behalf of the Common Safekeeper. [COMMON SAFEKEEPER] as Common Safekeeper By: Authorised Signatory For the purposes of effectuation only. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. 11/81536398_4 53 Schedule [Insert the provisions of the relevant [Final Terms/Pricing Supplement] that relate to the Conditions or the Global Notes as the Schedule]

11/81536398_4 54 PART 4 FORM OF NGN PERMANENT GLOBAL NOTE [NATIONAL GRID ELECTRICITY DISTRIBUTION (EAST MIDLANDS) PLC]/[NATIONAL GRID ELECTRICITY DISTRIBUTION (SOUTH WALES) PLC]/[NATIONAL GRID ELECTRICITY DISTRIBUTION (SOUTH WEST) PLC]/[NATIONAL GRID ELECTRICITY DISTRIBUTION (WEST MIDLANDS) PLC] (Incorporated with limited liability in England and Wales under the Companies Act 1985 with registered number [02366923]/[02366985]/[02366894]/[03600574]) EURO MEDIUM TERM NOTE PROGRAMME PERMANENT GLOBAL NOTE Permanent Global Note No. [•] This permanent Global Note is issued in respect of the Notes (the "Notes") of the Tranche(s) and Series specified in Part A of the Schedule hereto of [ISSUER] (the "Issuer"). Interpretation and Definitions References in this permanent Global Note to the "Conditions" are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 4 (Terms and Conditions of the Notes) to the amended and restated Trust Deed (the "Trust Deed") dated __ August 2023 between the Issuer and HSBC Corporate Trustee Company (UK) Limited as trustee, as such form is supplemented and/or modified and/or superseded by the provisions of this permanent Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this permanent Global Note shall have the meanings given to them in the Conditions or the Trust Deed. Aggregate Nominal Amount The aggregate nominal amount from time to time of this permanent Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered in the records of both Euroclear and Clearstream, Luxembourg (together, the "relevant Clearing Systems"), which shall be completed and/or amended as the case may be upon (i) the exchange of the whole or a part of the interests recorded in the records of the relevant Clearing Systems in the temporary Global Note initially representing the Notes for a corresponding interest herein (in the case of Notes represented by a temporary Global Note upon issue), (ii) the issue of the Notes represented hereby (in the case of Notes represented by this permanent Global Note upon issue), (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this permanent Global Note for Definitive Notes and/or (iv) the redemption or purchase and cancellation of Notes represented hereby, all as described below. The records of the relevant Clearing Systems (which expression in this permanent Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers' interests in the Notes, but excluding any interest in any Notes of one Clearing System sharing the records of another Clearing System) shall be conclusive evidence of the nominal amount of the Notes represented by this permanent Global Note and, for these purposes, a statement issued by a relevant Clearing System (which statement shall be made available to the bearer upon request) stating the nominal amount of Notes represented by this permanent Global Note at any time shall be conclusive evidence of the records of the relevant Clearing System at that time. 10 11/81536398_4 55 Promise to Pay Subject as provided herein, the Issuer, for value received, hereby promises to pay to the bearer of this permanent Global Note, upon presentation and (when no further payment is due in respect of this permanent Global Note) surrender of this permanent Global Note on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by this permanent Global Note and (unless this permanent Global Note does not bear interest) to pay interest in respect of the Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the method of calculation provided for in the Conditions, save that the calculation is made in respect of the total aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions. Exchange This permanent Global Note is exchangeable (free of charge to the holder) on or after the Exchange Date in whole but not, except as provided in the next paragraph, in part for the Definitive Notes if this permanent Global Note is held on behalf of Euroclear or Clearstream, Luxembourg or any other permitted clearing system (an "Alternative Clearing System") and any such clearing system is closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or announces an intention permanently to cease business or does in fact do so. "Exchange Date" means a day falling not less than 60 days after that on which the notice requiring exchange is given and on which banks are open for business in the city in which the specified office of the Issuing and Paying Agent is located and, except in the case of exchange above, in the cities in which Euroclear and Clearstream, Luxembourg or, if relevant, the Alternative Clearing System, are located. Any such exchange may be effected on or after an Exchange Date by the holder of this permanent Global Note surrendering this permanent Global Note to or to the order of the Issuing and Paying Agent. In exchange for this permanent Global Note, the Issuer shall deliver, or procure the delivery of, duly executed and authenticated Definitive Notes in an aggregate nominal amount equal to the nominal amount of this permanent Global Note submitted for exchange (if appropriate, having attached to them all Coupons (and, where appropriate, Talons) in respect of interest, that has not already been paid on this permanent Global Note), security printed and substantially in the form set out in the Schedules to the Trust Deed as supplemented and/or modified and/or superseded by the terms of Part A of the Schedule hereto. Benefit of Conditions Except as otherwise specified herein, this permanent Global Note, the Issuer shall procure that is subject to the Conditions and the Trust Deed and, until the whole of this permanent Global Note is exchanged for Definitive Notes or cancelled, the holder of this permanent Global Note shall in all respects be entitled to the same benefits as if it were the holder of the Definitive Notes for which it may be exchanged and as if such Definitive Notes had been issued on the Issue Date. Payments No person shall be entitled to receive any payment in respect of the Notes represented by this permanent Global Note that falls due after an Exchange Date for such Notes, unless upon due presentation of this permanent Global Note for exchange, delivery of Definitive Notes is improperly withheld or refused by or on behalf of the Issuer or the Issuer does not perform or comply with any one or more of what are expressed to be its obligations under any Definitive Notes. Payments in respect of this permanent Global Note shall be made to its holder against presentation and (if no further payment falls to be made on it) surrender of it at the specified office of the Issuing and

11/81536398_4 56 Paying Agent or of any other Paying Agent provided for in the Conditions and each payment so made will discharge the Issuer's obligations in respect thereof. Any failure to make the entries in the records of the relevant Clearing Systems referred to herein shall not affect such discharge. The Issuer shall procure that details of each such payment shall be entered pro rata in the records of the relevant Clearing Systems and in the case of any payment of principal and upon any such entry being made, the nominal amount of the Notes recorded in the records of the relevant Clearing Systems and represented by this permanent Global Note shall be reduced by the aggregate nominal amount of the Notes so redeemed. For the purposes of any payments made in respect of this permanent Global Note, the words "in the relevant place of presentation" shall not apply in the definition of business day in Condition 7.7 (Non- Business Days). Prescription Claims in respect of principal and interest (as each is defined in the Conditions) in respect of this permanent Global Note shall become void unless it is presented for payment within a period of ten years (in the case of principal) and five years (in the case of interest) from the appropriate Relevant Date. Meetings For the purposes of any meeting of Noteholders, the holder of this permanent Global Note shall be treated as having one vote in respect of each integral currency unit of the Specified Currency of the Notes. Cancellation On cancellation of any Note represented by this permanent Global Note that is required by the Conditions to be cancelled (other than upon its redemption), the Issuer shall procure that details of such cancellation shall be entered pro rata in the records of the relevant Clearing Systems and, upon any such entry being made, the nominal amount of the Notes recorded in the records of the relevant Clearing Systems and represented by this permanent Global Note shall be reduced by the aggregate nominal amount of the Notes so cancelled. Purchase Notes may only be purchased by the Issuer if they are purchased together with the right to receive all future payments of interest thereon. Issuer's Options Any option of the Issuer provided for in the Conditions shall be exercised by the Issuer giving notice to the Issuing and Paying Agent, the Noteholders and the relevant Clearing Systems (or procuring that such notice is given on its behalf) within the time limits set out in and containing the information required by the Conditions, except that the notice shall not be required to contain the serial numbers of Notes drawn in the case of a partial exercise of an option and accordingly no drawing of Notes shall be required. In the case of a partial exercise of an option, the rights of accountholders with a clearing system in respect of the Notes will be governed by the standard procedures of Euroclear and/or Clearstream, Luxembourg and shall be reflected in the records of Euroclear and/or Clearstream, Luxembourg as either a pool factor or a reduction in nominal amount, at their discretion. Following the exercise of any such option, the Issuer shall procure that the nominal amount of the Notes recorded in the records of the relevant Clearing Systems and represented by this permanent Global Note shall be reduced accordingly. 11/81536398_4 57 Noteholders' Options Any option of the Noteholders provided for in the Conditions may be exercised by the holder of this permanent Global Note giving notice to the Issuing and Paying Agent within the time limits relating to the deposit of Notes with a Paying Agent set out in the Conditions substantially in the form of the notice available from any Paying Agent, except that the notice shall not be required to contain the certificate numbers of the Notes in respect of which the option has been exercised. Following the exercise of any such option, the Issuer shall procure that the nominal amount of the Notes recorded in the records of the relevant Clearing Systems and represented by this permanent Global Note shall be reduced by the aggregate nominal amount stated in the relevant exercise notice. Notices Notwithstanding Condition 15 (Notices), notices required to be given in respect of the Notes represented by this permanent Global Note may be given by their being delivered (so long as this permanent Global Note is held on behalf of Euroclear and/or Clearstream, Luxembourg and/or an Alternative Clearing System) to Euroclear, Clearstream, Luxembourg and/or such Alternative Clearing System, as the case may be, or otherwise to the holder of this permanent Global Note, rather than by publication as required by the Conditions. Negotiability This permanent Global Note is a bearer document and negotiable and accordingly: (a) is freely transferable by delivery and such transfer shall operate to confer upon the transferee all rights and benefits appertaining hereto and to bind the transferee with all obligations appertaining hereto pursuant to the Conditions; (b) the holder of this permanent Global Note is and shall be absolutely entitled as against all previous holders to receive all amounts by way of amounts payable upon redemption, interest or otherwise payable in respect of this permanent Global Note and the Issuer has waived against such holder and any previous holder of this permanent Global Note all rights of set-off or counterclaim that would or might otherwise be available to it in respect of the obligations evidenced by this permanent Global Note; and (c) payment upon due presentation of this permanent Global Note as provided herein shall operate as a good discharge against such holder and all previous holders of this permanent Global Note. No provisions of this permanent Global Note shall alter or impair the obligation of the Issuer to pay the principal and premium of and interest on the Notes when due in accordance with the Conditions. This permanent Global Note shall not be valid or become obligatory for any purpose until authenticated by or on behalf of the Issuing and Paying Agent and effectuated by the entity appointed as Common Safekeeper by the relevant Clearing Systems. This permanent Global Note and any non-contractual obligations arising out of or in connection with it shall be governed by English law.

11/81536398_4 58 IN WITNESS whereof the Issuer has caused this permanent Global Note to be duly signed on its behalf. Dated as of the Issue Date. [ISSUER] By: CERTIFICATE OF AUTHENTICATION This permanent Global Note is authenticated by or on behalf of the Issuing and Paying Agent. HSBC BANK PLC as Issuing and Paying Agent By: Authorised Signatory For the purposes of authentication only. Effectuation This permanent Global Note is effectuated by or on behalf of the Common Safekeeper. [COMMON SAFEKEEPER] as Common Safekeeper By: Authorised Signatory For the purposes of effectuation only. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. 11/81536398_4 59 Schedule [Insert the provisions of the relevant [Final Terms/Pricing Supplement] that relate to the Conditions or the Global Notes as the Schedule.]

11/81536398_4 60 PART 5 FORM OF GLOBAL CERTIFICATE [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. ("CDS") TO [NATIONAL GRID ELECTRICITY DISTRIBUTION (EAST MIDLANDS) PLC]/[NATIONAL GRID ELECTRICITY DISTRIBUTION (SOUTH WALES) PLC]/[NATIONAL GRID ELECTRICITY DISTRIBUTION (SOUTH WEST) PLC]/[NATIONAL GRID ELECTRICITY DISTRIBUTION (WEST MIDLANDS) PLC] (THE "ISSUER") OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.] THIS SECURITY HAS NOT AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY OTHER APPLICABLE U.S. STATE SECURITIES LAWS, OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE AGENCY AGREEMENT AND THE TRUST DEED AND PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT. THIS LEGEND SHALL CEASE TO APPLY UPON THE EXPIRY OF THE PERIOD OF 40 DAYS AFTER THE COMPLETION OF THE DISTRIBUTION OF ALL THE NOTES OF THE TRANCHE OF WHICH THIS NOTE FORMS PART. [NATIONAL GRID ELECTRICITY DISTRIBUTION (EAST MIDLANDS) PLC]/[NATIONAL GRID ELECTRICITY DISTRIBUTION (SOUTH WALES) PLC]/[NATIONAL GRID ELECTRICITY DISTRIBUTION (SOUTH WEST) PLC]/[NATIONAL GRID ELECTRICITY DISTRIBUTION (WEST MIDLANDS) PLC] (Incorporated with limited liability in England and Wales under the Companies Act 1985 with registered number [02366923]/[02366985]/[02366894]/[03600574]) EURO MEDIUM TERM NOTE PROGRAMME GLOBAL CERTIFICATE Global Certificate No. [•] [This Global Certificate is issued in respect of the nominal amount specified above of the Notes (the "Notes") of the Tranche and Series specified in Part A of the Schedule hereto of [ISSUER] (the "Issuer")] 1 . This Global Certificate certifies that [the person whose name is entered in the Register][CDS & CO. as nominee of CDS] (the "Registered Holder") is registered as the holder of an 1 For Notes held in CDS, insert the title of the Notes, CUSIP, Issue Date and ISIN on the face of the Global Certificate. 11/81536398_4 61 issue of Notes of the nominal amount, specified currency and specified denomination set out [in Part A of the Schedule hereto][above]. Interpretation and Definitions References in this Global Certificate to the "Conditions" are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 4 (Terms and Conditions of the Notes) to the amended and restated Trust Deed (the "Trust Deed") dated __ August 2023 between the Issuer and HSBC Corporate Trustee Company (UK) Limited as trustee, as such form is supplemented and/or modified and/or superseded by the provisions of this Global Certificate (including the supplemental definitions and any modifications or additions set out in Part A of the Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this Global Certificate shall have the meanings given to them in the Conditions or the Trust Deed. Promise to Pay The Issuer, for value received, promises to pay to the holder of the Notes represented by this Global Certificate upon presentation and (when no further payment is due in respect of the Notes represented by this Global Certificate) surrender of this Global Certificate on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the Notes represented by this Global Certificate and (unless the Notes represented by this Certificate do not bear interest) to pay interest in respect of such Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the methods of calculation provided for in the Conditions, save that the calculation is made in respect of the total aggregate amount of the Notes represented by this Global Certificate, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions. Each payment will be made to, or to the order of, the person whose name is entered on the Register at the close of business on the Clearing System Business Day immediately prior to the date for payment, where Clearing System Business Day means Monday to Friday inclusive except 25 December and 1 January. For the purposes of this Global Certificate, (a) the holder of the Notes represented by this Global Certificate is bound by the provisions of the Agency Agreement, (b) the Issuer certifies that the Registered Holder is, at the date hereof, entered in the Register as the holder of the Notes represented by this Global Certificate, (c) this Global Certificate is evidence of entitlement only, (d) title to the Notes represented by this Global Certificate passes only on due registration on the Register, and (e) only the holder of the Notes represented by this Global Certificate is entitled to payments in respect of the Notes represented by this Global Certificate. Transfer of Notes represented by permanent Global Certificates If the Schedule hereto states that the Notes are to be represented by a permanent Global Certificate on issue, transfers of the holding of Notes represented by this Global Certificate pursuant to Condition 2.2 (Transfer of Registered Notes) may only be made in part: (a) [if the Notes represented by this Global Certificate are held on behalf of Euroclear or Clearstream, Luxembourg or any other clearing system (other than CDS) (an "Alternative Clearing System") and any such clearing system is closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or announces an intention permanently to cease business or does in fact do so]2 (b) [if the Notes represented by this Global Certificate are held on behalf of CDS and (i) CDS has notified the Issuer that it is unwilling or unable to continue to act as a depository for the 2 Use this alternative for note settling in Euroclear/Clearstream or an alternate clearing system other than CDS. 10

11/81536398_4 62 Instruments and a successor depository is not appointed by the Issuer within 90 working days after receiving such notice; or (ii) CDS ceases to be a recognised clearing agency under applicable Canadian or provincial securities legislation and no successor clearing system satisfactory to the Trustee is available within 90 working days after the Issuer becoming aware that CDS is no longer so recognised]3 or (c) with the consent of the Issuer provided that, in the case of the first transfer of part of a holding pursuant to (a) above, the holder of the Notes represented by this Global Certificate has given the Registrar not less than 30 days' notice at its specified office of such holder's intention to effect such transfer. Where the holding of Notes represented by this Global Certificate is only transferable in its entirety, the Certificate issued to the transferee upon transfer of such holding shall be a Global Certificate. Where transfers are permitted in part, Certificates issued to transferees shall not be Global Certificates unless the transferee so requests and certifies to the Registrar that it is, or is acting as a nominee for, Clearstream, Luxembourg, Euroclear and/or an Alternative Clearing System. Issuer's Options In connection with an exercise of the option contained in Condition 6.5 (Redemption at the Option of the Issuer and Exercise of Issuer's Options) in relation to some only of the Notes, the Notes represented by this Global Certificate may be redeemed in part in the principal amount specified by the Issuer in accordance with the Conditions and the Notes to be redeemed will not be selected as provided in the Conditions. Noteholders' Options Any option of the Noteholders provided for in the Conditions may be exercised by the Noteholder giving notice to the Issuing and Paying Agent within the time limits relating to the deposit of Notes with a Paying Agent, as set out in the Conditions, substantially in the form of the notice available from any Paying Agent, except that the notice shall not be required to contain the certificate numbers of the Notes in respect of which the option has been exercised. Following the exercise of any such option, the Issuer shall procure that the nominal amount of the Notes recorded in the records of the relevant clearing systems and represented by the permanent Global Certificate shall be reduced by the aggregate nominal amount stated in the relevant exercise notice. Notices Notwithstanding Condition 15 (Notices), so long as this Global Certificate is held on behalf of Euroclear, Clearstream, Luxembourg, CDS or any other clearing system (an "Alternative Clearing System"), notices to Holders of Notes represented by this Global Certificate may be given by delivery of the relevant notice to Euroclear, Clearstream, Luxembourg, CDS or (as the case may be) such Alternative Clearing System. Determination of Entitlement This Global Certificate is evidence of entitlement only and is not a document of title. Entitlements are determined by the Register and only the Noteholder is entitled to payment in respect of this Global Certificate. Meetings 3 Use this alternative for Notes settling in the Canadian clearing system, CDS. 11/81536398_4 63 For the purposes of any meeting of Noteholders, the holder of the Notes represented by this Global Certificate shall be treated as being entitled to one vote in respect of each integral currency unit of the Specified Currency of the Notes. This Global Certificate shall not become valid for any purpose until authenticated by or on behalf of the Registrar and in the case of Registered Notes held under the NSS only, effectuated by the entity appointed as Common Safekeeper by the relevant Clearing Systems. This Global Certificate and any non-contractual obligations arising out of or in connection with it shall be governed by English law. IN WITNESS whereof the Issuer has caused this Global Certificate to be signed on its behalf. Dated as of the Issue Date. [ISSUER]4 By: CERTIFICATE OF AUTHENTICATION This Global Certificate is authenticated by or on behalf of the Registrar. [HSBC BANK PLC][name of Canadian agent] as Registrar By: Authorised Signatory For the purposes of authentication only. [Effectuation This Global Certificate is effectuated by or on behalf of the Common Safekeeper [COMMON SAFEKEEPER] as Common Safekeeper By: Authorised Signatory For the purposes of effectuation of Registered Notes held through the NSS only]5 4 CDS requires and original "wet ink" signature. Master notes cannot be used 5 Delete for Notes held in CDS

11/81536398_4 64 Form of Transfer For value received the undersigned transfers to ………………………………………. ………………………………………. (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF TRANSFEREE) [•] nominal amount of the Notes represented by this Global Certificate, and all rights under them. Dated ………………………………………. Signed ……………………………………. Certifying Signature Notes: (a) The signature of the person effecting a transfer shall conform to a list of duly authorised specimen signatures supplied by the holder of the Notes represented by this Global Certificate or (if such signature corresponds with the name as it appears on the face of this Global Certificate) be certified by a notary public or a recognised bank or be supported by such other evidence as a Transfer Agent or the Registrar may reasonably require. (b) A representative of the Noteholder should state the capacity in which he signs e.g. executor. 11/81536398_4 65 Schedule [Insert the provisions of the relevant [Final Terms/Pricing Supplement] that relate to the Conditions or the Global Certificate as the Schedule.]

11/81536398_4 66 SCHEDULE 2 FORM OF DEFINITIVE BEARER NOTE On the front: [Denomination] [lSIN] [Series] [Certif. No.] [Currency and denomination] [NATIONAL GRID ELECTRICITY DISTRIBUTION (EAST MIDLANDS) PLC]/[NATIONAL GRID ELECTRICITY DISTRIBUTION (SOUTH WALES) PLC]/[NATIONAL GRID ELECTRICITY DISTRIBUTION (SOUTH WEST) PLC]/[NATIONAL GRID ELECTRICITY DISTRIBUTION (WEST MIDLANDS) PLC] (Incorporated with limited liability in England and Wales under the Companies Act 1985 with registered number [02366923]/[02366985]/[02366894]/[03600574]) EURO MEDIUM TERM NOTE PROGRAMME Series No. [•] [Title of issue] This Note forms one of the series of Notes referred to above (the "Notes") of [ISSUER] (the "Issuer") designated as specified in the title hereof. The Notes are subject to the Terms and Conditions (the "Conditions") endorsed hereon and are issued subject to, and with the benefit of, the Trust Deed referred to in the Conditions. Expressions defined in the Conditions have the same meanings in this Note. The Issuer for value received promises to pay to the bearer of this Note, on presentation and (when no further payment is due in respect of this Note) surrender of this Note on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable in accordance with the Conditions) the amount payable upon redemption under the Conditions and (unless this Note does not bear interest) to pay interest from the Interest Commencement Date in arrear at the rates, in the amounts and on the dates for payment provided for in the Conditions together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions. This Note shall not become valid or obligatory for any purpose until authenticated by or on behalf of the Issuing and Paying Agent. 11/81536398_4 67 IN WITNESS whereof the Issuer has caused this Note to be signed on its behalf. Dated as of the Issue Date. [ISSUER] By: CERTIFICATE OF AUTHENTICATION This Note is authenticated by or on behalf of the Issuing and Paying Agent. HSBC BANK PLC as Issuing and Paying Agent By: Authorised Signatory For the purposes of authentication only. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.

11/81536398_4 68 On the back: Terms and Conditions of the Notes [The Terms and Conditions that are set out in Schedule 4 (Terms and Conditions of the Notes) to the Trust Deed as amended by and incorporating any additional provisions forming part of such Terms and Conditions and set out in Part A of the relevant [Final Terms/Pricing Supplement] shall be set out here.] ISSUING AND PAYING AGENT [ISSUING AND PAYING AGENT] PAYING AGENT[S] • • • • • • 11/81536398_4 69 SCHEDULE 3 FORM OF CERTIFICATE On the front: [NATIONAL GRID ELECTRICITY DISTRIBUTION (EAST MIDLANDS) PLC]/[NATIONAL GRID ELECTRICITY DISTRIBUTION (SOUTH WALES) PLC]/[NATIONAL GRID ELECTRICITY DISTRIBUTION (SOUTH WEST) PLC]/[NATIONAL GRID ELECTRICITY DISTRIBUTION (WEST MIDLANDS) PLC] (Incorporated with limited liability in England and Wales under the Companies Act 1985 with registered number [02366923]/[02366985]/[02366894]/[03600574]) EURO MEDIUM TERM NOTE PROGRAMME Series No. [•] [Title of issue] This Certificate certifies that [•] of [•] (the "Registered Holder") is, as at the date hereof, registered as the holder of [nominal amount] of Notes of the series of Notes referred to above (the "Notes") of [ISSUER] (the "Issuer"), designated as specified in the title hereof. The Notes are subject to the Terms and Conditions (the "Conditions") endorsed hereon and are issued subject to, and with the benefit of, the Trust Deed referred to in the Conditions. Expressions defined in the Conditions have the same meanings in this Certificate. The Issuer, for value received, promises to pay to the holder of the Note(s) represented by this Certificate upon presentation and (when no further payment is due in respect of the Note(s) represented by this Certificate) surrender of this Certificate on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the Notes represented by this Certificate and (unless the Note(s) represented by this Certificate do not bear interest) to pay interest in respect of such Notes from the Interest Commencement Date in arrear at the rates, in the amounts and on the dates for payment provided for in the Conditions together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions. For the purposes of this Certificate, (a) the holder of the Note(s) represented by this Certificate is bound by the provisions of the Agency Agreement, (b) the Issuer certifies that the Registered Holder is, at the date hereof, entered in the Register as the holder of the Note(s) represented by this Certificate, (c) this Certificate is evidence of entitlement only, (d) title to the Note(s) represented by this Certificate passes only on due registration on the Register, and (e) only the holder of the Note(s) represented by this Certificate is entitled to payments in respect of the Note(s) represented by this Certificate. This Certificate shall not become valid for any purpose until authenticated by or on behalf of the Registrar.

11/81536398_4 70 IN WITNESS whereof the Issuer has caused this Certificate to be signed on its behalf. Dated as of the Issue Date. [ISSUER] By: CERTIFICATE OF AUTHENTICATION This Certificate is authenticated by or on behalf of the Registrar. HSBC BANK PLC as Registrar By: Authorised Signatory For the purposes of authentication only. 11/81536398_4 71 On the back: Terms and Conditions of the Notes [The Terms and Conditions that are set out in Schedule 4 (Terms and Conditions of the Notes) to the Trust Deed as amended by and incorporating any additional provisions forming part of such Terms and Conditions and set out in Part A of the relevant [Final Terms/Pricing Supplement] shall be set out here.]

11/81536398_4 72 Form of Transfer For value received the undersigned transfers to ………………………………………. ………………………………………. (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF TRANSFEREE) [•] nominal amount of the Notes represented by this Certificate, and all rights under them. Dated ………………………………………. Signed ………………………………………. Certifying Signature Notes: (a) The signature of the person effecting a transfer shall conform to a list of duly authorised specimen signatures supplied by the holder of the Notes represented by this Certificate or (if such signature corresponds with the name as it appears on the face of this Certificate) be certified by a notary public or a recognised bank or be supported by such other evidence as a Transfer Agent or the Registrar may reasonably require. (b) A representative of the Noteholder should state the capacity in which he signs. Unless the context otherwise requires capitalised terms used in this Form of Transfer have the same meaning as in the Trust Deed dated __ August 2023 between the Issuer and the Trustee, [OTHER]. [TO BE COMPLETED BY TRANSFEREE: [INSERT ANY REQUIRED TRANSFEREE REPRESENTATIONS, CERTIFICATIONS, ETC.]] ISSUING AND PAYING AGENT, TRANSFER AGENT [AND REGISTRAR] [ISSUING AND PAYING AGENT] [•] PAYING AGENT[S] AND TRANSFER AGENT[S] [•] 10 11/81536398_4 73 SCHEDULE 4 TERMS AND CONDITIONS OF THE NOTES References in these terms and conditions (the "Conditions") to "Notes" (as defined below) are to the Notes of one Series only of the relevant Issuer (as defined below), not to all Notes that may be issued under the Programme. National Grid Electricity Distribution (East Midlands) plc ("NGED East Midlands"), National Grid Electricity Distribution (West Midlands) plc ("NGED West Midlands"), National Grid Electricity Distribution (South West) plc ("NGED South West") and National Grid Electricity Distribution (South Wales) plc ("NGED South Wales") (each an "Issuer" and together, the "Issuers") have established a Euro Medium Term Note Programme (the "Programme") for the issuance of up to £6,000,000,000 in aggregate principal amount of notes (the "Notes"). The Notes, are constituted by a Trust Deed (as amended or supplemented from time to time, the "Trust Deed") dated __ August 2023 between the Issuers and HSBC Corporate Trustee Company (UK) Limited (the "Trustee", which expression shall include all persons for the time being the trustee or trustees under the Trust Deed) as trustee for the Noteholders (as defined below). The relevant Final Terms will specify the Issuer of each Series of Notes and, in the context of a Tranche of Notes, references in these Conditions to the “Issuer” shall be construed accordingly. Notes issued by each Issuer are obligations solely of that Issuer and without recourse whatsoever to any other Issuer. These Conditions include summaries of, and are subject to, the detailed provisions of the Trust Deed, which includes the form of Registered Notes, the Bearer Notes, Certificates, Coupons and Talons referred to below. An Agency Agreement (as amended or supplemented from time to time, the "Agency Agreement") dated __ August 2023 has been entered into in relation to the Notes between the Issuers, the Trustee, HSBC Bank plc, London Branch as initial issuing and paying agent, the paying agents and the other agent(s) named in it. The issuing and paying agent, the paying agent(s), the registrar, the transfer agent(s) and the calculation agent(s) for the time being (if any) are referred to below respectively as the "Issuing and Paying Agent", the "Paying Agents" (which expression shall include the Issuing and Paying Agent) the "Registrar", the "Transfer Agents" (which expression shall include the Registrar) and the "Calculation Agent(s)". The Paying Agents, the Transfer Agents and the Calculation Agent(s) are referred to together as the "Agents". Copies of the Trust Deed and the Agency Agreement are available for inspection upon reasonable request during usual business hours at the registered office of the Trustee (as at __ August 2023 at 8 Canada Square London E14 5HQ) and at the specified offices of the Paying Agents. The Noteholders, the holders of the interest coupons (the "Coupons") appertaining to interest bearing Notes in bearer form and, where applicable in the case of such Notes, talons for further Coupons (the "Talons") (the "Couponholders") are entitled to the benefit of, are bound by, and are deemed to have notice of, all the provisions of the Trust Deed and are deemed to have notice of those provisions of the Agency Agreement applicable to them. As used in these Conditions, a Tranche means Notes which are identical in all respects and a Series means a series of Notes comprising of one or more Tranches of Notes which are identical save for the issue date, issue price and/or the first payment of interest. Any reference in these Conditions to Final Terms shall be deemed to include a reference to Pricing Supplement, where relevant. 1 Form, Denomination and Title The Notes are issued in bearer form ("Bearer Notes") or registered form ("Registered Notes") in the Specified Denomination(s) specified in the relevant Final Terms and are serially numbered as specified in the relevant Final Terms. 10 10 10

11/81536398_4 74 Notes of one Specified Denomination are not exchangeable for Notes of another Specified Denomination. This Note is a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note, an Index Linked Interest Note or an Index Linked Redemption Note or a combination of any of the preceding, depending upon the Interest and Redemption/Payment Basis specified in the relevant Final Terms. If this Note is an Exempt Note, the Note may be a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note, an Index Linked Interest Note, an Index Linked Redemption Note or a combination of any of the foregoing or any other kind of Note, depending upon the Interest and Redemption/Payment Basis shown in the Pricing Supplement. Bearer Notes are serially numbered and are issued with Coupons (and, where appropriate, a Talon) attached, save in the case of Zero Coupon Notes in which case references to interest (other than in relation to interest due after the Maturity Date), Coupons and Talons in these Conditions are not applicable. Talons may be required if more than twenty seven coupon payments are to be made with regards to the relevant Notes. Registered Notes are represented by registered certificates ("Certificates") and, save as provided in Condition 2.3, each Certificate shall represent the entire holding of Registered Notes by the same holder. Title to the Bearer Notes and Coupons and Talons shall pass by delivery. Title to the Registered Notes shall pass by registration in the register that the Issuers shall procure to be kept by the Registrar in accordance with the provisions of the Agency Agreement (the "Register"). Except as ordered by a court of competent jurisdiction or as required by law, the holder (as defined below) of any Note, Coupon or Talon shall be deemed to be and may be treated as its absolute owner for all purposes whether or not it is overdue and regardless of any notice of ownership, trust or an interest in it, any writing on it (or on the Certificate representing it) or its theft or loss (or that of the related Certificate) and no person shall be liable for so treating the holder. In these Conditions, "Noteholder" means the bearer of any Bearer Note or the person in whose name a Registered Note is registered (as the case may be), "holder" (in relation to a Note, Coupon or Talon) means the bearer of any Bearer Note, Coupon or Talon or the person in whose name a Registered Note is registered (as the case may be) and capitalised terms have the meanings given to them in the Final Terms, the absence of any such meaning indicating that such term is not applicable to the Notes. For so long as any of the Notes is represented by a Global Note held on behalf of Euroclear Bank SA/NV ("Euroclear") and/or Clearstream Banking S.A. ("Clearstream, Luxembourg"), each person (other than Euroclear or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or Clearstream, Luxembourg as the holder of a particular nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream, Luxembourg as to the nominal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes save in the case of manifest error) shall be treated by the Issuer, the Trustee and the Agents as the holder of such nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on such nominal amount of such Notes, for which purpose the bearer of the relevant Bearer Global Note or the registered holder of the relevant Registered Global Note shall be treated by the Issuer, the Trustee and any Agent as the holder of such nominal amount of such Notes in accordance with and subject to the terms of the relevant Global Note and the expressions Noteholder and holder of Notes and related expressions shall be construed accordingly. 11/81536398_4 75 2 No Exchange of Notes and Transfers of Registered Notes 2.1 No Exchange of Notes: Registered Notes may not be exchanged for Bearer Notes. Bearer Notes of one Specified Denomination may not be exchanged for Bearer Notes of another Specified Denomination. Bearer Notes may not be exchanged for Registered Notes. 2.2 Transfer of Registered Notes: One or more Registered Notes may be transferred upon the surrender (at the specified office of the Registrar or any Transfer Agent) of the Certificate representing such Registered Notes to be transferred, together with the form of transfer endorsed on such Certificate, (or another form of transfer substantially in the same form and containing the same representations and certifications (if any), unless otherwise agreed by the Issuer), duly completed and executed and any other evidence as the Registrar or Transfer Agent may reasonably require. In the case of a transfer of part only of a holding of Registered Notes represented by one Certificate, a new Certificate shall be issued to the transferee in respect of the part transferred and a further new Certificate in respect of the balance of the holding not transferred shall be issued to the transferor. All transfers of Notes and entries on the Register will be made subject to the detailed regulations concerning transfers of Notes scheduled to the Agency Agreement. The regulations may be changed by the Issuers, with the prior written approval of the Registrar and the Trustee. A copy of the current regulations will be made available by the Registrar to any Noteholder upon request. 2.3 Exercise of Options or Partial Redemption in Respect of Registered Notes: In the case of an exercise of the Issuer's or Noteholders' option in respect of, or a partial redemption of, a holding of Registered Notes represented by a single Certificate, a new Certificate shall be issued to the holder to reflect the exercise of such option or in respect of the balance of the holding not redeemed. In the case of a partial exercise of an option resulting in Registered Notes of the same holding having different terms, separate Certificates shall be issued in respect of those Notes of that holding that have the same terms. New Certificates shall only be issued against surrender of the existing Certificates to the Registrar or any Transfer Agent. In the case of a transfer of Registered Notes to a person who is already a holder of Registered Notes, a new Certificate representing the enlarged holding shall only be issued against surrender of the Certificate representing the existing holding. 2.4 Delivery of New Certificates: Each new Certificate to be issued pursuant to Conditions 2.2 or 2.3 shall be available for delivery within three business days of receipt of the form of transfer or Exercise Notice (as defined in Condition 6.7) and surrender of the Certificate for exchange. Delivery of the new Certificate(s) shall be made at the specified office of the Transfer Agent or of the Registrar (as the case may be) to whom delivery or surrender of such form of transfer, Exercise Notice or Certificate shall have been made or, at the option of the holder making such delivery or surrender as aforesaid and as specified in the relevant form of transfer, Exercise Notice or otherwise in writing, be mailed by uninsured post at the risk of the holder entitled to the new Certificate to such address as may be so specified, unless such holder requests otherwise and pays in advance to the relevant Transfer Agent the costs of such other method of delivery and/or such insurance as it may specify. In this Condition 2.4, "business day" means a day, other than a Saturday or Sunday, on which banks are open for business in the place of the specified office of the relevant Transfer Agent or the Registrar (as the case may be). 2.5 Transfers Free of Charge: Transfers of Notes and Certificates on registration, transfer, exercise of an option or partial redemption shall be effected without charge by or on behalf of the Issuer, the Registrar or the Transfer Agents, but upon payment of any tax or other governmental charges that may be imposed in relation to it (or the giving of such indemnity as the Registrar or the relevant Transfer Agent may require).

11/81536398_4 76 2.6 Closed Periods: No Noteholder may require the transfer of a Registered Note to be registered (i) during the period of 15 days ending on the due date for redemption of that Note, or (ii) during the period of 15 days prior to any date on which Notes may be called for redemption by the Issuer at its option pursuant to Condition 6.5 or (iii) after any such Note has been called for redemption by the Issuer pursuant to Condition 6.2 or 6.5 or (iv) where the Noteholder has exercised its right to require redemption pursuant to Condition 6.6 or 6.7 or (v) during the period of seven days ending on (and including) any Record Date. 3 Status and Negative Pledge 3.1 Status The Notes and the Coupons relating to them constitute direct, unconditional and unsecured obligations of the Issuer and rank pari passu without any preference or priority among themselves. The payment obligations of the Issuer under the Notes and Coupons shall, subject to such exceptions as are from time to time applicable under the laws of England and as provided in Condition 3.2, rank equally with all other present and future unsecured obligations (other than subordinated obligations, if any) of the Issuer. 3.2 Negative Pledge So long as any Note or Coupon of the Issuer remains outstanding (as defined in the Trust Deed) the Issuer will not create or permit to subsist any mortgage, charge, pledge, lien or other form of encumbrance or security interest ("Security") upon the whole or any part of its undertaking, assets or revenues present or future to secure any Relevant Indebtedness, or any guarantee of or indemnity in respect of any Relevant Indebtedness unless, at the same time or prior thereto, the Issuer's obligations under the Notes, the Coupons and the Trust Deed (a) are secured equally and rateably therewith or benefit from a guarantee or indemnity in substantially identical terms thereto, as the case may be, in each case to the satisfaction of the Trustee, or (b) have the benefit of such other security, guarantee, indemnity or other arrangement as the Trustee in its absolute discretion shall deem to be not materially less beneficial to the Noteholders or as shall be approved by an Extraordinary Resolution (as defined in the Trust Deed) of the Noteholders. For the purposes of these Conditions, "Relevant Indebtedness" means any present or future indebtedness in the form of, or represented by, bonds, notes, debentures, loan stock or other securities which (in each case, with the agreement of the Issuer) is quoted, listed or ordinarily dealt in on any stock exchange. 4 Interest 4.1 Interest on Fixed Rate Notes Each Fixed Rate Note bears interest on its outstanding nominal amount from the Interest Commencement Date at the rate per annum (expressed as a percentage) equal to the Rate of Interest, payable in arrear on each Interest Payment Date. The amount of Interest payable shall be determined in accordance with Condition 4.6. If a Fixed Coupon Amount or a Broken Amount is specified in the relevant Final Terms, the amount of interest payable on each Interest Payment Date will amount to the Fixed Coupon Amount, or, if applicable, the Broken Amount so specified and in the case of a Broken Amount will be payable on the particular Interest Payment Date(s) specified in the relevant Final Terms. 11/81536398_4 77 4.2 Interest on Floating Rate Notes and Index Linked Interest Notes 4.2.1 Interest Payment Dates Each Floating Rate Note and Index Linked Interest Note bears interest on its outstanding nominal amount from the Interest Commencement Date at the rate per annum (expressed as a percentage) equal to the Rate of Interest, such interest being payable in arrear on each Interest Payment Date. The amount of Interest payable shall be determined in accordance with Condition 4.6. Such Interest Payment Date(s) is/are either specified in the relevant Final Terms as Specified Interest Payment Dates or, if no Specified Interest Payment Date(s) is/are specified in the relevant Final Terms, Interest Payment Date shall mean each date which falls the number of months or other period specified in the relevant Final Terms as the Interest Period after the preceding Interest Payment Date or, in the case of the first Interest Payment Date, after the Interest Commencement Date. 4.2.2 Business Day Convention If any date which is specified to be subject to adjustment in accordance with a Business Day Convention would otherwise fall on a day which is not a Business Day, then, if the Business Day Convention specified is (a) the Floating Rate Convention, such date shall be postponed to the next day which is a Business Day unless it would then fall into the next calendar month, in which event (x) such date shall be brought forward to the immediately preceding Business Day and (y) each subsequent such date shall be the last Business Day of the month in which such date would have fallen had it not been subject to adjustment, (b) the Following Business Day Convention, such date shall be postponed to the next day which is a Business Day, (c) the Modified Following Business Day Convention, such date shall be postponed to the next day which is a Business Day unless it would then fall into the next calendar month, in that event such date shall be brought forward to the immediately preceding Business Day or (d) the Preceding Business Day Convention, such date shall be brought forward to the immediately preceding Business Day. 4.2.3 Rate of Interest for Floating Rate Notes The Rate of Interest in respect of Floating Rate Notes for each Interest Accrual Period shall be determined in the manner specified in the relevant Final Terms and the provisions below relating to either ISDA Determination or Screen Rate Determination shall apply, depending upon which is specified in the relevant Final Terms. (a) ISDA Determination: Where ISDA Determination is specified in the relevant Final Terms as the manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest Accrual Period shall be determined by the Calculation Agent as a rate equal to the relevant ISDA Rate. For the purposes of this sub-paragraph (a), "ISDA Rate" for an Interest Accrual Period means a rate equal to the Floating Rate which would be determined by the Calculation Agent under a Swap Transaction under the terms of an agreement incorporating the ISDA Definitions and under which: (i) the Floating Rate Option is as specified in the relevant Final Terms; (ii) the Designated Maturity is a period specified in the relevant Final Terms; and (iii) the relevant Reset Date is the first day of that Interest Accrual Period unless otherwise specified in the relevant Final Terms.

11/81536398_4 78 For the purposes of this sub-paragraph (a), "Floating Rate", "Calculation Agent", "Floating Rate Option", "Designated Maturity", "Reset Date" and "Swap Transaction" have the meanings given to those terms in the ISDA Definitions. (b) Screen Rate Determination for Floating Rate Notes not referencing SONIA: (i) Where Screen Rate Determination is specified in the relevant Final Terms as the manner in which the Rate of Interest is to be determined, and unless the Reference Rate in respect of the relevant Series of Floating Rate Notes is specified in the relevant Final Terms as being "SONIA Compounded Index Rate", "SONIA Compounded Daily Reference Rate", "CDOR" or "CORRA" the Rate of Interest for each Interest Accrual Period will, subject to Condition 4.10 and as provided below, be either: (x) the offered quotation; or (y) the arithmetic mean of the offered quotations, (expressed as a percentage rate per annum) for the Reference Rate which appears or appear, as the case may be, on the Relevant Screen Page as at (1) 11:00 a.m. Brussels time, in the case of EURIBOR ("EURIBOR"); or (2) 11:00 a.m. Hong Kong time, in the case of HKD-HIBOR-HIBOR= ("HKD-HIBOR-HIBOR="); or (3) 11:00 a.m. Frankfurt time, in the case of EUR-ISDA-EURIBOR Swap Rate-11:00 ("EUR-ISDA- EURIBOR Swap Rate-11:00"), on the Interest Determination Date in question as determined by the Calculation Agent. If five or more of such offered quotations are available on the Relevant Screen Page, the highest (or, if there is more than one such highest quotation, one only of such quotations) and the lowest (or, if there is more than one such lowest quotation, one only of such quotations) shall be disregarded by the Calculation Agent for the purpose of determining the arithmetic mean of such offered quotations. (ii) If the Relevant Screen Page is not available or if, sub-paragraph (i)(x) applies and no such offered quotation appears on the Relevant Screen Page or if sub-paragraph (i)(y) above applies and fewer than three such offered quotations appear on the Relevant Screen Page in each case as at the time specified above, subject as provided below, the Issuer shall request, if the Reference Rate is EURIBOR, the principal Euro-zone office of each of the Reference Banks or, if the Reference Rate is EUR- ISDA-EURIBOR Swap Rate-11:00, the principal office of each of the Reference Banks or, if the Reference Rate is HKD-HIBOR-HIBOR=, the principal Hong Kong office of each of the Reference Banks, to provide the Calculation Agent with its offered quotation (expressed as a percentage rate per annum) for the Reference Rate if the Reference Rate is: (1) EURIBOR, at approximately 11.00 a.m. (Brussels time), or (2) EUR-ISDA-EURIBOR Swap Rate-11:00, at approximately 11:00 a.m. (Frankfurt time), or (3) HKD-HIBOR-HIBOR=, at approximately 11:00 a.m. (Hong Kong time), on the Interest Determination Date in question. If, two (in the case of EURIBOR or HKD-HIBOR-HIBOR=); or three (in the case of EUR-ISDA-EURIBOR Swap Rate-11:00), or more of the Reference Banks provide the Calculation Agent with such offered quotations, the Rate of Interest for such Interest Accrual Period shall be 11/81536398_4 79 the arithmetic mean of such offered quotations as determined by the Calculation Agent; (iii) If paragraph (ii) above applies and the Calculation Agent determines that fewer than the specified number of Reference Banks are providing offered quotations, subject as provided below, the Rate of Interest shall be (1) in case the Reference Rate is EURIBOR, the arithmetic mean of the rates per annum (expressed as a percentage) as communicated to (and at the request of) the Calculation Agent by the Reference Banks or any two or more of them, at which such banks were offered at approximately 11.00 a.m. (Brussels time) on the relevant Interest Determination Date, deposits in the Specified Currency for a period equal to that which would have been used for the Reference Rate by leading banks in the Euro-zone inter-bank market or, if fewer than two of the Reference Banks provide the Calculation Agent with such offered rates, the offered rate for deposits in the Specified Currency for a period equal to that which would have been used for the Reference Rate, or the arithmetic mean of the offered rates for deposits in the Specified Currency for a period equal to that which would have been used for the Reference Rate, at which, at approximately 11.00 a.m. (Brussels time), on the relevant Interest Determination Date, any one or more banks (which bank or banks is or are in the opinion of the Trustee and the Issuer suitable for such purpose) informs the Calculation Agent it is quoting to leading banks in the Euro- zone inter-bank market; (2) in case the Reference Rate is EUR-ISDA- EURIBOR Swap Rate-11:00, the rate shall be the arithmetic mean of the mid-market annual swap rate quotations provided by the principal office of each of the Reference Banks, eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest); and (3) in the case of HKD- HIBOR-HIBOR, the arithmetic mean of the quotations as communicated to (and at the request of) the Calculation Agent by major banks in Hong Kong, for loans in Hong Kong Dollars to leading European banks for a period of the applicable maturity as at approximately 11:00 a.m. Hong Kong time, provided that, if the Rate of Interest cannot be determined in accordance with the foregoing provisions of this paragraph, the Rate of Interest shall be determined as at the last preceding Interest Determination Date (though substituting, where a different Margin or Maximum or Minimum Rate of Interest is to be applied to the relevant Interest Accrual Period from that which applied to the last preceding Interest Accrual Period, the Margin or Maximum or Minimum Rate of Interest relating to the relevant Interest Accrual Period, in place of the Margin or Maximum or Minimum Rate of Interest relating to that last preceding Interest Accrual Period). (c) Screen Rate Determination for Floating Rate Notes referencing SONIA: (A) SONIA Compounded Index Rate Where (i) Screen Rate Determination is specified in the relevant Final Terms as the manner in which the Rate of Interest is to be determined and (ii) the Reference Rate is specified in the relevant Final Terms as being "SONIA Compounded Index Rate", the Rate of Interest for each Interest Accrual Period will, subject to Conditions 4.5 and 4.10, be the SONIA Compounded Index Rate, where:

11/81536398_4 80 "SONIA Compounded Index Rate" means, with respect to an Interest Accrual Period, the rate of return of a daily compound interest investment during the Observation Period corresponding to such Interest Accrual Period (with the daily Sterling overnight reference rate as reference rate for the calculation of interest) and will be calculated by the Calculation Agent on the relevant Interest Determination Date, as follows, and the resulting percentage will be rounded, if necessary, to the fourth decimal place, with 0.00005 being rounded upwards, ( 𝑆𝑂𝑁𝐼𝐴 𝐶𝑜𝑚𝑝𝑜𝑢𝑛𝑑𝑒𝑑 𝐼𝑛𝑑𝑒𝑥𝐸𝑁𝐷 𝑆𝑂𝑁𝐼𝐴 𝐶𝑜𝑚𝑝𝑜𝑢𝑛𝑑𝑒𝑑 𝐼𝑛𝑑𝑒𝑥𝑆𝑇𝐴𝑅𝑇 − 1) × ( 365 𝑑 ) provided, however, that, and subject to Condition 4.10, if the SONIA Compounded Index Value is not available in relation to any Interest Accrual Period on the Relevant Screen Page or on the Bank of England's website at www.bankofengland.co.uk/boeapps/database/ (or such other page or website as may replace such page for the purposes of publishing the SONIA Compounded Index) for the determination of either or both of SONIA Compounded IndexSTART and SONIA Compounded IndexEND, the Rate of Interest shall be calculated for such Interest Accrual Period on the basis of the SONIA Compounded Daily Reference Rate as set out in Condition 4.2.3(c)(B) as if SONIA Compounded Daily Reference Rate with Observation Shift had been specified in the relevant Final Terms and the Relevant Screen Page shall be deemed to be the Relevant Fallback Screen Page as specified in the relevant Final Terms, where: "d" means the number of calendar days in the relevant Observation Period; "London Business Day" means any day on which commercial banks are open for general business (including dealing in foreign exchange and foreign currency deposits) in London; "Observation Period" means, in respect of an Interest Accrual Period, the period from (and including) the date falling "p" London Business Days prior to the first day of such Interest Accrual Period (and the first Observation Period shall begin on and include the date which is "p" London Business Days prior to the Interest Commencement Date) and ending on (but excluding) the date which is "p" London Business Days prior to the relevant Interest Payment Date (or the date falling "p" London Business Days prior to such earlier date, if any, on which the Notes become due and payable); "p" means, for any Interest Accrual Period the whole number specified in the relevant Final Terms (or, if no such number is so specified, five London Business Days, provided that a number lower than five shall only be so specified with the prior agreement of the Calculation Agent) representing a number of London Business Days; 11/81536398_4 81 "SONIA Compounded Index" means the index known as the SONIA Compounded Index administered by the Bank of England (or any successor administrator thereof); "SONIA Compounded IndexEND" means the SONIA Compounded Index Value on the last day of the relevant Observation Period; "SONIA Compounded IndexSTART" means the SONIA Compounded Index Value on the first day of the relevant Observation Period; and "SONIA Compounded Index Value" means in relation to any London Business Day, the value of the SONIA Compounded Index as published by authorised distributors on the Relevant Screen Page on such London Business Day or, if the value of the SONIA Compounded Index cannot be obtained from the Relevant Screen Page, as published on the Bank of England's Website at www.bankofengland.co.uk/boeapps/database/ (or such other page or website as may replace such page for the purposes of publishing the SONIA Compounded Index) on such London Business Day. (B) SONIA Compounded Daily Reference Rate Where (i) Screen Rate Determination is specified in the relevant Final Terms as the manner in which the Rate of Interest is to be determined and (ii) the Reference Rate is specified in the relevant Final Terms as being SONIA Compounded Daily Reference Rate, the Rate of Interest for each Interest Accrual Period will, subject to Conditions 4.5 and 4.10, be the SONIA Compounded Daily Reference Rate as follows, "SONIA Compounded Daily Reference Rate" means, in respect of an Interest Accrual Period, the rate of return of a daily compound interest investment (with the daily Sterling overnight reference rate as reference rate for the calculation of interest) and will be calculated by the Calculation Agent on the relevant Interest Determination Date, as follows, and the resulting percentage will be rounded, if necessary, to the fourth decimal place, with 0.00005 being rounded upwards, [∏ (1 + 𝑆𝑂𝑁𝐼𝐴i × ni 365 ) 𝑑𝑜 𝑖 = 1 − 1] × 365 𝑑 Where: "London Business Day", "Observation Period" and "p" have the respective meanings set out under Condition 4.2.3(c)(A); "d" is the number of calendar days in the relevant: (i) Observation Period, where Observation Shift is specified in the relevant Final Terms; or (ii) Interest Accrual Period, where Lag is specified in the relevant Final Terms; "do" is the number of London Business Days in the relevant:

11/81536398_4 82 (i) Observation Period, where Observation Shift is specified in the relevant Final Terms; or (ii) Interest Accrual Period, where Lag is specified in the relevant Final Terms; "i" is a series of whole numbers from one to do, each representing the relevant London Business Day in chronological order from, and including, the first London Business Day in the relevant: (i) Observation Period, where Observation Shift is specified in the relevant Final Terms to, and including, the last London Business Day in the relevant Observation Period; or (ii) Interest Accrual Period, where Lag is specified in the relevant Final Terms to, and including, the last London Business Day in the relevant Interest Accrual Period; "ni", for any London Business Day "i", means the number of calendar days from, and including, such London Business Day "i" up to, but excluding, the following London Business Day; "SONIAi" means, in relation to any London Business Day, the SONIA reference rate in respect of: (i) that London Business Day "i", where Observation Shift is specified in the relevant Final Terms; or (ii) the London Business Day (being a London Business Day falling in the relevant Observation Period) falling "p" London Business Days prior to the relevant London Business Day "i", where Lag is specified in the relevant Final Terms; and the "SONIA reference rate", in respect of any London Business Day, is a reference rate equal to the daily Sterling Overnight Index Average ("SONIA") rate for such London Business Day as provided by the administrator of SONIA to authorised distributors and as then published on the Relevant Screen Page on the next following London Business Day or, if the Relevant Screen Page is unavailable, as published by authorised distributors on such London Business Day or, if SONIA cannot be obtained from the Relevant Screen Page, as published on the Bank of England's Website at www.bankofengland.co.uk/boeapps/database/ (or such other page or website as may replace such page for the purposes of publishing the SONIA reference rate). (C) Subject to Condition 4.10, where either (i) SONIA Compounded Daily Reference Rate is specified in the relevant Final Terms, or (ii) the SONIA Compounded Index Rate is specified in the relevant Final Terms and Condition 4.2.3(c)(B) applies, if, in respect of any London Business Day, the SONIA reference rate is not available on the Relevant Screen Page or Relevant Fallback Screen Page as applicable, (or as otherwise provided in the relevant definition thereof) or as published on the Bank of England's website at www.bankofengland.co.uk/boeapps/database/ (or such other page or website as may replace such page for the purposes of publishing the SONIA reference rate), such Reference Rate shall be: 11/81536398_4 83 (i) (i) the Bank of England's Bank Rate (the "Bank Rate") prevailing at 5.00 p.m. (or, if earlier, close of business) on the relevant London Business Day; plus (ii) the mean of the spread of the SONIA reference rate to the Bank Rate over the previous five days on which the SONIA reference rate has been published, excluding the highest spread (or, if there is more than one highest spread, one only of those highest spreads) and lowest spread (or, if there is more than one lowest spread, one only of those lowest spreads) to the Bank Rate, or (ii) if such Bank Rate is not available, the SONIA reference rate published on the Relevant Screen Page (or as otherwise provided in the relevant definition thereof) or (if later) as published on the Bank of England's website at www.bankofengland.co.uk/boeapps/database/ (or such other page or website as may replace such page for the purposes of publishing the SONIA reference rate) for the first preceding London Business Day on which the SONIA reference rate was published on the Relevant Screen Page (or as otherwise provided in the relevant definition thereof) or (if later) as published on the Bank of England's website at www.bankofengland.co.uk/boeapps/database/ (or such other page or website as may replace such page for the purposes of publishing the SONIA reference rate), and in each case, SONIAi shall be interpreted accordingly. (D) If the Rate of Interest cannot be determined in accordance with the foregoing provisions, but without prejudice to Condition 4.10, the Rate of Interest shall be (i) that determined as at the last preceding Interest Determination Date (though substituting, where a different Margin or Maximum Rate of Interest or Minimum Rate of Interest is to be applied to the relevant Interest Accrual Period from that which applied to the last preceding Interest Accrual Period, the Margin or Maximum Rate of Interest or Minimum Rate of Interest relating to the relevant Interest Accrual Period, in place of the Margin or Maximum Rate of Interest or Minimum Rate of Interest relating to that last preceding Interest Accrual Period) or (ii) if there is no such preceding Interest Determination Date, the initial Rate of Interest which would have been applicable to such Series of Notes for the first Interest Accrual Period had the Notes been in issue for a period equal in duration to the scheduled first Interest Accrual Period but ending on (and excluding) the Interest Commencement Date (but applying the Margin and any Maximum Rate of Interest or Minimum Rate of Interest applicable to the first Interest Accrual Period). (E) If the relevant Series of Notes become due and payable in accordance with Condition 10, the final Interest Determination Date shall, notwithstanding any Interest Determination Date specified in the relevant Final Terms, be deemed to be the date on which such Notes became due and payable and the Rate of Interest on such Notes shall, for so long as any such Note remains outstanding, be that determined on such date and as if (solely for the purpose of such interest determination) the relevant Interest Accrual Period had been shortened accordingly.

11/81536398_4 84 (d) CDOR Rate Determination: Where CDOR Rate Determination is specified in the relevant Final Terms as the manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest Accrual Period shall be the sum of the Margin and the average bid rate (expressed as an annual percentage rate) rounded to the nearest one-hundred-thousandth of one per cent. (with 0.000005 per cent. being rounded up) for bankers' acceptances in Canadian dollars for the relevant Interest Accrual Period which appears on the Reuters Screen CDOR Page (being the Relevant Screen Page) as of approximately 10:15 a.m. (Toronto time) (or the amended publication time for CDOR, if any, specified by Refinitiv Benchmark Services (UK) Limited (or any successor thereto) as CDOR administrator (the "Administrator") in accordance with its CDOR methodology, as amended from time to time) on the Interest Determination Date, all as determined by the Calculation Agent; provided that if such rate does not appear on the Relevant Screen Page on such day and such day is on or before the CDOR Cessation Date, then CDOR for such Interest Determination Date will be determined using an Alternative CDOR Page as of an Alternative Time on such day. If no such Alternative CDOR Page is available on such day and such day is on or before the CDOR Cessation Date, CDOR for such Interest Determination Date shall be the average of the bid rates of interest (expressed and rounded as set forth above) for Canadian dollar bankers' acceptances with maturities equal to the relevant Interest Accrual Period for same day settlement as quoted by such of the Schedule I banks (as defined in the Bank Act (Canada)) as may quote such a rate as of approximately 10:15 a.m., Toronto time, on such Interest Determination Date. As used in the foregoing terms and provisions relating to the determination of CDOR: "Alternative CDOR Page" shall mean the display, designated as page "CDOR" on Bloomberg, or an equivalent service that displays average bid rates of interest for Canadian dollar bankers' acceptances having the index maturity specified in the applicable supplement. "Alternative Time" for any Alternative CDOR Page, shall mean the time of day at which such Alternative CDOR Page becomes available. "Reuters Screen CDOR Page" means the display designated as page "CDOR03" on the Refinitiv Benchmark Services (UK) Limited (or such other page as may replace the CDOR page on that service) for purposes of publishing or displaying, among other things, Canadian dollars bankers' acceptance rates. If CDOR cannot be determined as described above on any Interest Determination Date and such Interest Determination Date is on or before the CDOR Cessation Date, then CDOR for that Interest Determination Date will be equal to CDOR in effect for the prior Interest Accrual Period or, in the case of the first Interest Accrual Period during the Floating Rate Period, the most recent rate that could have been determined in accordance with the first sentence of the preceding paragraph had the interest rate been a floating rate during the Fixed Rate Period. Notwithstanding the foregoing, if the Issuer or its designee determines that any of the events described below in paragraphs (i), (ii), (iii), (iv) or (v) have occurred, the Calculation Agent shall substitute for CDOR the alternative rates contemplated by paragraphs (i), (ii), (iii), (iv) or (v), but subject to the provisions of paragraph (vi) as applicable, provided that: (a) the rate set out in 11/81536398_4 85 paragraph (ii) shall only apply if the rate set out in paragraph (i) is not available, (b) the rate set out in paragraph (iii) shall only apply if neither rate set out in paragraphs (i) or (ii) is available, (c) the rate set out in paragraph (iv) shall only apply if none of the rates set out in paragraphs (i), (ii) or (iii) are available, and (d) the rate set out in paragraph (v) shall only apply if none of the rates set out in paragraphs (i), (ii), (iii) or (iv) are available. (i) CDOR Cessation Date After the CDOR Cessation Date, the Rate of Interest will, subject to the provisions of paragraph (vi) below as applicable, be determined as if references to CDOR were references to Fallback Rate (CORRA) for the Original IBOR Rate Record Day that corresponds to the first Toronto Business Day of a relevant Interest Accrual Period (each a "Reset Date"), as most recently provided or published as at 11:30 a.m., Toronto time, on the related Fallback Observation Day. If neither Bloomberg Index Services Limited (or a successor provider as approved and/or appointed by ISDA from time to time) provides, nor authorised distributors publish, Fallback Rate (CORRA) for that Original IBOR Rate Record Day at, or prior to, 11:30 a.m., Toronto time, on the related Fallback Observation Day and a Fallback Index Cessation Effective Date with respect to Fallback Rate (CORRA) has not occurred, then the rate for that Reset Date will be Fallback Rate (CORRA) as most recently provided or published at that time for the most recent Original IBOR Rate Record Day, notwithstanding that such day does not correspond to the Reset Date. (ii) Fallback Rate (CORRA) Upon the occurrence of a Fallback Index Cessation Event with respect to Fallback Rate (CORRA), the rate for a Reset Date for a relevant Interest Accrual Period in respect of which the Fallback Observation Day occurs on or after the Fallback Index Cessation Effective Date with respect to Fallback Rate (CORRA) will be the Canadian Overnight Repo Rate Average ("CORRA") administered by the Bank of Canada (or any successor administrator), to which the Calculation Agent shall apply the most recently published spread, as at the Fallback Index Cessation Effective Date with respect to Fallback Rate (CORRA), referred to in the definition of "Fallback Rate (CORRA)" after making such adjustments to CORRA as are necessary to account for any difference in term structure or tenor of CORRA by comparison to Fallback Rate (CORRA) and by reference to the Bloomberg IBOR Fallback Rate Adjustments Rule Book. (iii) CORRA If neither the administrator nor authorised distributors provide or publish CORRA and a Fallback Index Cessation Effective Date with respect to CORRA has not occurred, then, in respect of any day for which CORRA is required, references to CORRA will be deemed to be references to the last provided or published CORRA. If a Fallback Index Cessation Effective Date occurs with respect to each of Fallback Rate (CORRA) and CORRA, then the rate for a Reset Date for a relevant Interest Accrual Period in respect of which the Fallback Observation Day occurs on or after the Fallback Index Cessation Effective Date with respect to Fallback Rate (CORRA) (or, if later, the Fallback Index Cessation Effective Date with respect to CORRA) will be the CAD Recommended Rate, to which the Calculation Agent shall apply the most recently published spread, as at the

11/81536398_4 86 Fallback Index Cessation Effective Date with respect to Fallback Rate (CORRA), referred to in the definition of "Fallback Rate (CORRA)" after making such adjustments to the CAD Recommended Rate as are necessary to account for any difference in term structure or tenor of the CAD Recommended Rate by comparison to Fallback Rate (CORRA) and by reference to the Bloomberg IBOR Fallback Rate Adjustments Rule Book. (iv) CAD Recommended Rate If there is a CAD Recommended Rate before the end of the first Toronto Business Day following the Fallback Index Cessation Effective Date with respect to Fallback Rate (CORRA) (or, if later, the end of the first Toronto Business Day following the Fallback Index Cessation Effective Date with respect to CORRA) but neither the administrator nor authorised distributors provide or publish the CAD Recommended Rate and a Fallback Index Cessation Effective Date with respect to it has not occurred, then, in respect of any day for which the CAD Recommended Rate is required, references to the CAD Recommended Rate will be deemed to be references to the last provided or published CAD Recommended Rate. If there is no CAD Recommended Rate before the end of the first Toronto Business Day following the Fallback Index Cessation Effective Date with respect to Fallback Rate (CORRA) (or, if later, the end of the first Toronto Business Day following the Fallback Index Cessation Effective Date with respect to CORRA); or there is a CAD Recommended Rate and a Fallback Index Cessation Effective Date subsequently occurs with respect to it, then the rate for a Reset Date for a relevant Interest Accrual Period in respect of which the Fallback Observation Day occurs on or after the Fallback Index Cessation Effective Date with respect to Fallback Rate (CORRA) (or, if later, the Fallback Index Cessation Effective Date with respect to CORRA) or the Fallback Index Cessation Effective Date with respect to the CAD Recommended Rate (as applicable) will be Bank of Canada's Target for the Overnight Rate as set by the Bank of Canada and published on the Bank of Canada's Website (the "BOC Target Rate"), to which the Calculation Agent shall apply the most recently published spread, as at the Fallback Index Cessation Effective Date with respect to Fallback Rate (CORRA), referred to in the definition of "Fallback Rate (CORRA)" after making such adjustments to the BOC Target Rate as are necessary to account for any difference in term structure or tenor of the BOC Target Rate by comparison to Fallback Rate (CORRA) and by reference to the Bloomberg IBOR Fallback Rate Adjustments Rule Book. (v) BOC Target Rate If neither the administrator nor authorised distributors provide or publish the BOC Target Rate and a Fallback Index Cessation Effective Date with respect to the BOC Target Rate has not occurred, then, in respect of any day for which the BOC Target Rate is required, references to the BOC Target Rate will be deemed to be references to the last provided or published BOC Target Rate. (vi) Notwithstanding the foregoing, in connection with the implementation of an Applicable Fallback Rate, the Issuer or its designee may make such adjustments to the Applicable Fallback Rate or the spread thereon, as well as the Business Day Convention, Reset Dates and related provisions and definitions including the Fallback Observation Day, in each case that are 11/81536398_4 87 consistent with accepted market practice for the debt obligations such as the Notes in such circumstances. (vii) Definitions. For the purposes of paragraphs (i)-(vi) above, the following terms shall have the meaning set out below: "Applicable Fallback Rate" means one of Fallback Rate (CORRA), CORRA, the CAD Recommended Rate, or the BOC Target Rate, as applicable; "Bloomberg IBOR Fallback Rate Adjustments Rule Book" means the IBOR Fallback Rate Adjustments Rule Book published by Bloomberg Index Services Limited (or a successor provider as approved and/or appointed by ISDA from time to time) as updated from time to time in accordance with its terms; "CAD Recommended Rate" means the rate (inclusive of any spreads or adjustments) recommended as the replacement for CORRA by a committee officially endorsed or convened by the Bank of Canada for the purpose of recommending a replacement for CORRA (which rate may be produced by the Bank of Canada or another administrator) and as provided by the administrator of that rate or, if that rate is not provided by the administrator thereof (or a successor administrator), published by an authorised distributor; "CDOR Cessation Date" means, in respect of one or more Index Cessation Events, the first date on which CDOR is no longer provided. If CDOR ceases to be provided on the Relevant Original Fixing Date but it was provided at the time at which it is to be observed pursuant to the terms of the Notes, then the CDOR Cessation Date will be the next day on which the rate would ordinarily have been published; "Fallback Index Cessation Effective Date" means, in respect of a Fallback Index Cessation Event, the first date on which the Applicable Fallback Rate is no longer provided. If the Applicable Fallback Rate ceases to be provided on the same day that it is required to determine the rate for a Reset Date pursuant to the terms of the Notes but it was provided at the time at which it is to be observed pursuant to the terms of the Notes (or, if no such time is specified in the Notes, at the time at which it is ordinarily published), then the Fallback Index Cessation Effective Date will be the next day on which the rate would ordinarily have been published. "Fallback Index Cessation Event" means: (A) a public statement or publication of information by or on behalf of the administrator or provider of the Applicable Fallback Rate announcing that it has ceased or will cease to provide the Applicable Fallback Rate permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator or provider that will continue to provide the Applicable Fallback Rate; or (B) if the Applicable Fallback Rate is: (1) Fallback Rate (CORRA), a public statement or publication of information by the regulatory supervisor for the administrator of Fallback Rate (CORRA), the Bank of Canada, an insolvency official with jurisdiction over the administrator for Fallback Rate (CORRA), a resolution authority with jurisdiction over the administrator for Fallback Rate (CORRA) or a court or an

11/81536398_4 88 entity with similar insolvency or resolution authority over the administrator for Fallback Rate (CORRA), which states that the administrator of Fallback Rate (CORRA) has ceased or will cease to provide the Fallback Rate (CORRA) permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator that will continue to provide Fallback Rate (CORRA); or (2) CORRA, the CAD Recommended Rate, or the BOC Target Rate, a public statement or publication of information by the regulatory supervisor for the administrator or provider of the Applicable Fallback Rate, the Bank of Canada, an insolvency official with jurisdiction over the administrator or provider for the Applicable Fallback Rate, a resolution authority with jurisdiction over the administrator or provider for the Applicable Fallback Rate or a court or an entity with similar insolvency or resolution authority over the administrator or provider for the Applicable Fallback Rate, which states that the administrator or provider of the Applicable Fallback Rate has ceased or will cease to provide the Applicable Fallback Rate permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator or provider that will continue to provide the Applicable Fallback Rate; "Fallback Observation Day" means, in respect of a Reset Date and the relevant Interest Accrual Period to which that Reset Date relates, the day that is two Toronto Business Days preceding the related Interest Payment Date; "Fallback Rate (CORRA)" means the term adjusted CORRA plus the spread relating to CDOR, in each case, for a relevant Interest Accrual Period provided by Bloomberg Index Services Limited (or a successor provider as approved and/or appointed by ISDA from time to time), as the provider of term adjusted CORRA and the spread, on the Fallback Rate (CORRA) Screen (or by other means) or provided to, and published by, authorised distributors; "Fallback Rate (CORRA) Screen" means the Bloomberg Screen corresponding to the Bloomberg ticker for the fallback for CDOR for a relevant Interest Accrual Period accessed via the Bloomberg Screen Page (or, if applicable, accessed via the Bloomberg Screen) or any other published source designated by Bloomberg Index Services Limited (or a successor provider as approved and/or appointed by ISDA from time to time); "Index Cessation Event" means: (A) a public statement or publication of information by or on behalf of the Administrator announcing that it has ceased or will cease to provide CDOR permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator that will continue to provide CDOR; or (B) a public statement or publication of information by the regulatory supervisor for the Administrator, the Bank of Canada, an insolvency official with jurisdiction over the administrator for CDOR, a resolution authority with jurisdiction over the administrator for CDOR or a court or an entity with similar insolvency or resolution authority over the administrator for CDOR, which states that the Administrator has ceased or will cease to provide CDOR permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator that will continue to provide CDOR; "Original IBOR Rate Record Day" means Original IBOR Rate Record Date as that term is used on the Fallback Rate (CORRA) Screen; and 11/81536398_4 89 "Relevant Original Fixing Date" means, unless otherwise agreed, the day on which CDOR would have been observed. Any decision or determination pursuant to the terms and provisions set forth in the preceding paragraphs not made by the Calculation Agent will be made by the Issuer in its sole discretion and will be conclusive and binding on the Agent, the Calculation Agent, the holders of the Notes and the beneficial owners of interests in the Notes, absent manifest error. In addition, the Issuer may designate an entity (which may be its affiliate) to make any determination or decision that it has the right to make in connection with such terms and provisions. (e) CORRA: Where (i) Screen Rate Determination is specified in the relevant Final Terms as the manner in which the Rate of Interest is to be determined and (ii) the Reference Rate is specified in the relevant Final Terms as being CORRA, the Rate of Interest for each Interest Accrual Period will, subject to Conditions 4.5 and 4.10, be Compounded Daily CORRA as follows; "Compounded Daily CORRA" means the rate of return of a daily compounded interest investment (with the daily Canadian Dollar overnight repurchase rate as the reference rate for the calculation of interest) and will be calculated by the Calculation Agent on the relevant Interest Determination Date, as follows and the resulting percentage will be rounded, if necessary, to the fourth decimal place, with 0.00005 being rounded upwards: ⌈ 𝑑° ∏ 𝑖 = 1 (1 + 𝐶𝑂𝑅𝑅𝐴𝑖−𝑝𝑇𝐵𝐷 × 𝑛𝑖 365 ) − 1⌉ × 365 𝑑 where: "d" means the number of calendar days in the relevant Interest Accrual Period; "d0" is the number of Toronto Business Days in the relevant Interest Accrual Period; "i" means a series of whole numbers from one to d0, each representing the relevant Business Day in chronological order from, and including, the first Toronto Business Day in the relevant Interest Accrual Period; "ni" for any Business Day "i", means the number of calendar days from, and including, such Business Day "i" to, but excluding, the following Business Day (which is "i" + 1); "Observation Period" means the period from, and including, the date falling "p" Business Days prior to the relevant Interest Payment Date (and the first Interest Accrual Period shall begin on and include the Issue Date) and ending on, but excluding, the date falling "p" Toronto Business Days prior to the next Interest Payment Date for such Interest Accrual Period (or the date falling "p" Toronto Business Days prior to such earlier date, if any, on which the Notes become due and payable); "Toronto Business Day" a day on which Schedule I banks under the Bank Act (Canada) are open for business in the city of Toronto, Canada;

11/81536398_4 90 "CORRAi–pTBD" means the CORRA rate for the Toronto Business Day falling "p" number of Toronto Business Days prior to the relevant Toronto Business Day "i"; and "CORRA" with respect to any Toronto Business Day is a reference rate equal to the daily Canadian Overnight Repo Rate Average rate for that day, as published by the Bank of Canada, as the administrator of such rate (or any successor administrator of such rate) on the website of the Bank of Canada or any successor website, in each case as it appears on the Bank of Canada website at 11:30 am, Toronto time, on the Toronto Business Day immediately following that day. If, in respect of any Toronto Business Day in the relevant Observation Period, the applicable CORRA reference rate is not available or has not otherwise been published by the authorised administrator and there has been no Benchmark Event, then (i) the CORRA reference rate shall be equal to the prevailing Bank of Canada target for the overnight rate as displayed on the Bank of Canada website (or any successor website or official publication of the Bank of Canada) on such Toronto Business Day or, if the Bank of Canada does not target a single rate, the mid-point of the target range set by the Bank of Canada and so published (calculated as the arithmetic average of the upper bound of the target range and the lower bound of the target range, rounded, if necessary, to the nearest second decimal place, 0.005 being rounded upwards), and (ii) if no such overnight rate exists the CORRA reference rate in respect of such Toronto Banking Day shall be the CORRA reference rate in respect of the last Toronto Business Day for which such CORRA reference rate was published by the authorised administrator. In the event that the Rate of Interest cannot be determined in accordance with the foregoing provisions and there has not been a Benchmark Event, the Rate of Interest shall be (i) that determined as at the last preceding Interest Determination Date (though substituting, where a different Margin or Maximum Rate of Interest or Minimum Rate of Interest is to be applied to the relevant Interest Accrual Period from that which applied to the last preceding Interest Accrual Period, the Margin or Maximum Rate of Interest or Minimum Rate of Interest relating to the relevant Interest Accrual Period, in place of the Margin or Maximum Rate of Interest or Minimum Rate of Interest relating to that last preceding Interest Accrual Period) or (ii) if there is no such preceding Interest Determination Date, the initial Rate of Interest which would have been applicable to such Series of Notes for the first Interest Accrual Period had the Notes been in issue for a period equal in duration to the scheduled first Interest Accrual Period but ending on (and excluding) the Interest Commencement Date (but applying the Margin and any Maximum Rate of Interest or Minimum Rate of Interest applicable to the first Interest Accrual Period). If the Notes become due and payable prior to the Maturity Date, the final Interest Determination Date shall, notwithstanding any Interest Determination Date specified in the Final Terms, be deemed to be the date on which the Notes became due and payable and the Rate of Interest on the Notes shall, for so long as any such Notes remain outstanding, be the Rate of Interest determined on such date and as if (solely for the purpose of such interest determination) the relevant Interest Accrual Period had been shortened accordingly. (f) Linear Interpolation: Where Linear Interpolation is specified in the relevant Final Terms as applicable in respect of an Interest Accrual Period, the Rate of 11/81536398_4 91 Interest for such Interest Accrual Period shall be calculated by the Calculation Agent by straight line linear interpolation by reference to two rates based on the relevant Reference Rate (where Screen Rate Determination is specified in the relevant Final Terms as applicable) or the relevant Floating Rate Option (where ISDA Determination is specified in the relevant Final Terms as applicable), one of which shall be determined as if the Applicable Maturity were the period of time for which rates are available next shorter than the length of the relevant Interest Accrual Period and the other of which shall be determined as if the Applicable Maturity were the period of time for which rates are available next longer than the length of the relevant Interest Accrual Period provided however that if there is no rate available for the period of time next shorter or, as the case may be, next longer, then the Calculation Agent shall determine such rate at such time and by reference to such sources as the Issuer, in consultation with an Independent Adviser (as defined in Condition 4.10.7) appointed by the Issuer acting in good faith and in a commercially reasonable manner in its reasonable discretion, determines appropriate. "Applicable Maturity" means: (a) in relation to Screen Rate Determination, the period of time designated in the Reference Rate, and (b) in relation to ISDA Determination, the Designated Maturity. 4.2.4 Rate of Interest for Index Linked Interest Notes The Rate of Interest in respect of Index Linked Interest Notes for each Interest Accrual Period shall be determined in the manner specified in the relevant Final Terms and interest will accrue accordingly. 4.3 Zero Coupon Notes Where a Note, the Interest Basis of which is specified to be Zero Coupon, is repayable prior to the Maturity Date and is not paid when due, the amount due and payable prior to the Maturity Date shall be the Early Redemption Amount of such Note. As from the Maturity Date, the Rate of Interest for any overdue principal of such a Note shall be a rate per annum (expressed as a percentage) equal to the Amortisation Yield (as defined in Condition 6.4.1(ii)). 4.4 Accrual of Interest Interest shall cease to accrue on each Note on the due date for redemption unless, upon due presentation, payment is improperly withheld or refused, in which event interest shall continue to accrue (as well after as before judgment) at the Rate of Interest in the manner provided in this Condition 4 to the Relevant Date (as defined in Condition 8). 4.5 Margin, Maximum/Minimum Rates of Interest, Redemption Amounts and Rounding (i) If any Margin is specified in the relevant Final Terms (either (x) generally, or (y) in relation to one or more Interest Accrual Periods), an adjustment shall be made to all Rates of Interest, in the case of (x), or the Rates of Interest for the specified Interest Accrual Periods, in the case of (y), calculated in accordance with Condition 4.2.3(b), Condition 4.2.3(c), Condition 4.2.3(e) or Condition 4.2.3(f) above, as applicable, by adding (if a positive number) or subtracting (if a negative number) the absolute value of such Margin, subject always to the next paragraph. (ii) If any Maximum or Minimum Rate of Interest or Redemption Amount is specified in the relevant Final Terms, then any Rate of Interest or Redemption Amount shall be subject to such maximum or minimum, as the case may be.

11/81536398_4 92 (iii) For the purposes of any calculations required pursuant to these Conditions (unless otherwise specified), (x) all percentages resulting from such calculations shall be rounded, if necessary, to the nearest one hundred thousandth of a percentage point (with halves being rounded up), (y) all figures shall be rounded to seven significant figures (with halves being rounded up) and (z) all currency amounts that fall due and payable shall be rounded to the nearest unit of such currency (with halves being rounded up), save in the case of yen, which shall be rounded down to the nearest yen. For these purposes "unit" means the lowest amount of such currency which is available as legal tender in the country of such currency. 4.6 Calculations The amount of interest payable per Calculation Amount in respect of any Note for any Interest Accrual Period shall be equal to the product of the Rate of Interest, the Calculation Amount as specified in the relevant Final Terms, and the Day Count Fraction for such Interest Accrual Period, unless an Interest Amount (or a formula for its calculation) is applicable to such Interest Accrual Period, in which case the amount of interest payable per Calculation Amount in respect of such Note for such Interest Accrual Period shall equal such Interest Amount (or be calculated in accordance with such formula). Where any Interest Period comprises two or more Interest Accrual Periods, the amount of interest payable per Calculation Amount in respect of such Interest Period shall be the sum of the Interest Amounts payable in respect of each of those Interest Accrual Periods. In respect of any other period for which interest is required to be calculated, the provisions above shall apply save that the Day Count Fraction shall be for the period for which interest is required to be calculated. 4.7 Determination and Publication of Rates of Interest, Interest Amounts and Redemption Amounts The Calculation Agent shall as soon as practicable on each Interest Determination Date or such other time on such date as the Calculation Agent may be required to calculate any rate or amount, obtain any quotation or make any determination or calculation, determine such rate and calculate the Interest Amounts for the relevant Interest Accrual Period, the Interest Period or the Interest Payment Date, calculate the Redemption Amount, obtain such quote or make such determination or calculation, as the case may be, and cause the Rate of Interest and the Interest Amounts for each Interest Accrual Period, the Interest Period and the relevant Interest Payment Date and, if required to be calculated, the Redemption Amount to be notified to the Trustee, the Issuer, each of the Paying Agents, the Noteholders, any other Calculation Agent appointed in respect of the Notes that is to make a further calculation upon receipt of such information and, if the Notes are listed on a stock exchange and the rules of such exchange so require, such exchange as soon as possible after their determination but in no event later than (i) the commencement of the relevant Interest Period, if determined prior to such time, in the case of notification to such exchange of a Rate of Interest and Interest Amount, or (ii) in all other cases, the second Business Day after such determination. Where any Interest Payment Date or Interest Period Date is subject to adjustment pursuant to Condition 4.2.2, the Interest Amounts and the Interest Payment Date so published may subsequently be amended (or appropriate alternative arrangements made with the consent of the Trustee by way of adjustment) without notice in the event of an extension or shortening of the Interest Period. If the Notes become due and payable under Condition 10, the accrued interest and the Rate of Interest payable in respect of the Notes shall, subject, in the case of each of the SONIA Compounded Index Rate and the SONIA Compounded Daily Reference Rate, to Condition 4.2.3(c)(E), and in the case of CORRA, to the last paragraph of Condition 4.2.3(f), nevertheless continue to be calculated as previously in accordance with this Condition but no publication of the Rate of Interest or the Interest Amount so calculated need be made unless the Trustee otherwise requires. The 11/81536398_4 93 determination of any rate or amount, the obtaining of each quotation and the making of each determination or calculation by the Calculation Agent(s) shall (in the absence of manifest error) be final and binding upon all parties. 4.8 Definitions In these Conditions, unless the context otherwise requires, the following defined terms shall have the meanings set out below: "Business Day" means: (a) in the case of a currency other than Euro, a day (other than a Saturday or Sunday) on which commercial banks and foreign exchange markets settle payments in the principal financial centre for such currency (which in the case of: (i) Canadian dollars is Toronto; and (ii) in the case of Australian dollars is Sydney); and/or (b) in the case of Euro, a day on which the T2 is operating (a "T2 Business Day"); and/or (c) in the case of a currency and/or one or more Business Centres as specified in the relevant Final Terms, a day (other than a Saturday or a Sunday) on which commercial banks and foreign exchange markets settle payments in such currency or, if no currency is indicated, generally in each of the Business Centres. "Day Count Fraction" means, in respect of the calculation of an amount of interest on any Note for any period of time (from and including the first day of such period to but excluding the last) (whether or not constituting an Interest Period or Interest Accrual Period, the "Calculation Period"): (a) if "Actual/Actual" or "Actual/Actual-ISDA" is specified in the relevant Final Terms, the actual number of days in the Calculation Period divided by 365 (or, if any portion of that Calculation Period falls in a leap year, the sum of (i) the actual number of days in that portion of the Calculation Period falling in a leap year divided by 366 and (ii) the actual number of days in that portion of the Calculation Period falling in a non- leap year divided by 365); (2) if "Actual/365 (Fixed)" is specified in the relevant Final Terms, the actual number of days in the Calculation Period divided by 365; (g) if "Actual/360" is specified in the relevant Final Terms, the actual number of days in the Calculation Period divided by 360; (h) if Actual/365 (Sterling) is specified in the relevant Final Terms, the actual number of days in the Calculation Period divided by 365 or, in the case of an Interest Period Date falling in a leap year, 366; (i) "if "30/360", "360/360" or "Bond Basis" is specified in the relevant Final Terms, the number of days in the Calculation Period divided by 360 calculated on a formula basis as follows: Day Count Fraction = [360 × (Y2 - Y1)] + [30 × (M2 - M1)] + (D2 - D1) 360 where: "Y1" is the year, expressed as a number, in which the first day of the Calculation Period falls;

11/81536398_4 94 "Y2" is the year, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls; "M1" is the calendar month, expressed as a number, in which the first day of the Calculation Period falls; "M2" is the calendar month, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls; "D1" is the first calendar day, expressed as a number, of the Calculation Period, unless such number would be 31, in which case D1 will be 30; and "D2" is the calendar day, expressed as a number, immediately following the last day included in the Calculation Period, unless such number would be 31 and D1 is greater than 29, in which case D2 will be 30; (j) "if "30E/360" or "Eurobond Basis" is specified in the relevant Final Terms, the number of days in the Calculation Period divided by 360 calculated on a formula basis as follows: Day Count Fraction = [360 × (Y2 - Y1)] + [30 × (M2 - M1)] + (D2 - D1) 360 where: "Y1" is the year, expressed as a number, in which the first day of the Calculation Period falls; "Y2" is the year, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls; "M1" is the calendar month, expressed as a number, in which the first day of the Calculation Period falls; "M2" is the calendar month, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls; "D1" is the first calendar day, expressed as a number, of the Calculation Period, unless such number would be 31, in which case D1 will be 30; and "D2" is the calendar day, expressed as a number, immediately following the last day included in the Calculation Period, unless such number would be 31, in which case D2 will be 30; (k) "if "30E/360 (ISDA)" is specified in the relevant Final Terms, the number of days in the Calculation Period divided by 360, calculated on a formula basis as follows: Day Count Fraction = [360 × (Y2 - Y1)] + [30 × (M2 - M1)] + (D2 - D1) 360 where: "Y1" is the year, expressed as a number, in which the first day of the Calculation Period falls; 11/81536398_4 95 "Y2" is the year, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls; "M1" is the calendar month, expressed as a number, in which the first day of the Calculation Period falls; "M2" is the calendar month, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls; "D1" is the first calendar day, expressed as a number, of the Calculation Period, unless (i) that day is the last day of February or (ii) such number would be 31, in which case D1 will be 30; and "D2" is the calendar day, expressed as a number, immediately following the last day included in the Calculation Period, unless (i) that day is the last day of February but not the Maturity Date or (ii) such number would be 31, in which case D2 will be 30; (l) if "Actual/Actual-ICMA" is specified in the relevant Final Terms: if the Calculation Period is equal to or shorter than the Determination Period during which it falls, the actual number of days in the Calculation Period divided by the product of (x) the actual number of days in such Determination Period and (y) the number of Determination Periods in any year; and if the Calculation Period is longer than one Determination Period, the sum of: (1) the actual number of days in such Calculation Period falling in the Determination Period in which it begins divided by the product of (a) the actual number of days in such Determination Period and (b) the number of Determination Periods in any year; and (2) the actual number of days in such Calculation Period falling in the next Determination Period divided by the product of (a) the actual number of days in such Determination Period and (b) the number of Determination Periods in any year, where: "Determination Period" means the period from and including a Determination Date in any year to but excluding the next Determination Date; and "Determination Date" means the date specified as such in the relevant Final Terms or, if none is so specified, the Interest Payment Date; and (m) if "Actual/Actual Canadian Compound Method" is specified in the relevant Final Terms, whenever it is necessary to compute any amount of accrued interest in respect of the Notes for a period of less than one full year, other than in respect of any specified Interest Amount, such interest will be calculated on the basis of the actual number of days in the Calculation Period and a year of 365 days. "Euro-zone" means the region comprising of member states of the European Union that adopt the single currency in accordance with the Treaty establishing the European Community as amended. "Interest Accrual Period" means the period beginning on (and including) the Interest Commencement Date and ending on (but excluding) the first Interest Period Date and

11/81536398_4 96 each successive period beginning on (and including) an Interest Period Date and ending on (but excluding) the next succeeding Interest Period Date. "Interest Amount" means: (i) in respect of an Interest Accrual Period, the amount of interest payable per Calculation Amount for that Interest Accrual Period and which, in the case of Fixed Rate Notes, and unless otherwise specified in the relevant Final Terms, shall mean the Fixed Coupon Amount or Broken Amount specified in the relevant Final Terms as being payable on the Interest Payment Date ending the Interest Period of which such Interest Accrual Period forms part; and in respect of any other period, the amount of interest payable per Calculation Amount for that period. "Interest Commencement Date" means the Issue Date or such other date as may be specified in the relevant Final Terms. "Interest Determination Date" means, with respect to a Rate of Interest and Interest Accrual Period, the date specified as such in the relevant Final Terms or, if none is so specified, (a) the first day of such Interest Accrual Period if the Specified Currency is Sterling or (b) the day falling two Business Days in London prior to the first day of such Interest Accrual Period if the Specified Currency is neither Sterling nor Euro or (c) the day falling two T2 Business Days prior to the first day of such Interest Accrual Period if the Specified Currency is Euro. "Interest Payment Date" means the date or dates specified as such in, or determined in accordance with the provisions of, the relevant Final Terms and, if a Business Day Convention is specified in the relevant Final Terms, as the same may be adjusted in accordance with the relevant Business Day Convention. "Interest Period" means the period beginning on (and including) the Interest Commencement Date and ending on (but excluding) the first Interest Payment Date and each successive period beginning on (and including) an Interest Payment Date and ending on (but excluding) the next succeeding Interest Payment Date unless otherwise specified in the relevant Final Terms. "Interest Period Date" means each Interest Payment Date unless otherwise specified in the relevant Final Terms. "ISDA Definitions" means the 2006 ISDA Definitions as published by the International Swaps and Derivatives Association, Inc., as may be supplemented or amended from time to time. "Rate of Interest" means the rate of interest payable from time to time in respect of this Note and that is either specified on, or calculated in accordance with the provisions of, the relevant Final Terms. "Redemption Amount" means, as appropriate, the Final Redemption Amount, the Early Redemption Amount (Tax), the Optional Redemption Amount (Call), the Optional Redemption Amount (Put), the Early Termination Amount, the Residual Holding Redemption Amount or such other amount in the nature of a redemption amount as may be specified in, or determined in accordance with the provisions of the relevant Final Terms. "Reference Banks" means, in the case of a determination of EURIBOR, the principal Euro-zone office of four major banks in the Euro-zone inter-bank market, in the case 11/81536398_4 97 of HKD-HIBOR-HIBOR=, four major banks in the Hong Kong interbank market and in the case of EUR-ISDA-EURIBOR Swap Rate-11:00, five leading swap dealers in the interbank market, in each case selected by the Issuer or as specified in the relevant Final Terms. "Reference Rate" means the rate specified as such in the relevant Final Terms. "Relevant Screen Page" means such page, section, caption, column or other part of a particular information service as may be specified in the relevant Final Terms. "Specified Currency" means the currency specified as such in the relevant Final Terms or, if none is specified, the currency in which the Notes are denominated. "T2" means the real time gross settlement system operated by the Eurosystem which was launched on 20 March 2023 or any successor thereto or replacement thereof. 4.9 Calculation Agent The Issuer shall procure that there shall at all times be one or more Calculation Agents if provision is made for them in the relevant Final Terms and for so long as any Note is outstanding. Where more than one Calculation Agent is appointed in respect of the Notes, references in these Conditions to the Calculation Agent shall be construed as each Calculation Agent performing its respective duties under these Conditions. If the Calculation Agent is unable or unwilling to act as such or if the Calculation Agent fails duly to establish the Rate of Interest for an Interest Period or Interest Accrual Period or to calculate any Interest Amount or Redemption Amount, as the case may be, or to comply with any other requirement, the Issuer shall (with the prior approval of the Trustee) appoint a leading bank or investment banking firm engaged in the interbank market (or, if appropriate, money, swap or over-the-counter index options market) which is most closely connected with the calculation or determination to be made by the Calculation Agent (acting through its principal London office or any other office actively involved in such market) to act as such in its place. The Calculation Agent may not resign its duties without a successor having been appointed as specified in this paragraph. 4.10 Benchmark Discontinuation This Condition 4.10 applies only where Screen Rate Determination is specified in the relevant Final Terms as the manner in which the Rate of Interest is to be determined. 4.10.1 Independent Adviser Notwithstanding Conditions 4.2.3(b)(ii), 4.2.3(b)(iii), 4.2.3(c)(C) and 4.2.3(c)(D) if the Issuer determines that a Benchmark Event has occurred in relation to an Original Reference Rate when any Rate of Interest (or any component part thereof) remains to be determined by reference to such Original Reference Rate, the Issuer shall use its reasonable endeavours to appoint and consult with an Independent Adviser, as soon as reasonably practicable, to advise the Issuer in determining a Successor Rate, failing which an Alternative Rate (in accordance with Condition 4.10.2) and, in either case, an Adjustment Spread and any Benchmark Amendments (in accordance with Condition 4.10.4). In making such determination and any other determination pursuant to this Condition 4.10, the Issuer shall act in good faith and in a commercially reasonable manner. In the absence of fraud, the Independent Adviser shall have no liability whatsoever to the Trustee, the Paying Agents, or the Noteholders for any advice given to the Issuer

11/81536398_4 98 in connection with any determination made by the Issuer, pursuant to this Condition 4.10. If the Issuer fails to determine a Successor Rate or, failing which, an Alternative Rate in accordance with this Condition 4.10.1 prior to the date three Business Days prior to the relevant Interest Determination Date, the Rate of Interest applicable to the next succeeding Interest Accrual Period shall be equal to the Rate of Interest last determined in relation to the Notes in respect of the immediately preceding Interest Accrual Period. If there has not been a first Interest Payment Date, the Rate of Interest shall be the initial Rate of Interest. Where a different Margin or Maximum or Minimum Rate of Interest is to be applied to the relevant Interest Accrual Period from that which applied to the last preceding Interest Accrual Period, the Margin or Maximum or Minimum Rate of Interest relating to the relevant Interest Accrual Period shall be substituted in place of the Margin or Maximum or Minimum Rate of Interest relating to that last preceding Interest Accrual Period. For the avoidance of doubt, this paragraph shall apply to the relevant next succeeding Interest Accrual Period only and any subsequent Interest Accrual Periods are subject to the subsequent operation of, and to adjustment as provided in, the first paragraph of this Condition 4.10. In no event shall any of the Trustee, the Calculation Agent, the Paying Agents be responsible for determining whether a Benchmark Event has occurred or monitoring whether or not such event has or is likely to occur, any substitute for any existing rate, or for making any adjustments to any alternative benchmark or spread thereon, the business day convention, interest determination dates or any other relevant methodology for calculating any such substitute or successor benchmark. In connection with the foregoing, each of the Trustee, the Calculation Agent, the Paying Agents will be entitled to conclusively rely on any determinations made by the Issuer, its designee or the Independent Adviser and will have no liability for such actions taken at the direction of the Issuer or its designee. 4.10.2 Successor Rate or Alternative Rate If the Issuer, following consultation with the Independent Adviser or acting alone, as the case may be, determines that: (a) there is a Successor Rate, then such Successor Rate and any applicable Adjustment Spread shall subsequently be used in place of the Original Reference Rate to determine the Rate of Interest (or the relevant component part thereof) for all future payments of interest on the Notes (subject to the operation of this Condition 4.10); or (b) there is no Successor Rate but that there is an Alternative Rate, then such Alternative Rate and any applicable Adjustment Spread shall subsequently be used in place of the Original Reference Rate to determine the Rate of Interest (or the relevant component part thereof) for all future payments of interest on the Notes (subject to the operation of this Condition 4.10). 4.10.3 Adjustment Spread The Adjustment Spread (or the formula or methodology for determining the Adjustment Spread) shall be applied to the Successor Rate or the Alternative Rate (as the case may be). If the Issuer, following consultation with the Independent Adviser is unable to determine the quantum of, or a formula or methodology for determining, such Adjustment Spread, then the Successor Rate or Alternative Rate (as applicable) will apply without an Adjustment Spread. 11/81536398_4 99 4.10.4 Benchmark Amendments If any Successor Rate or Alternative Rate and, in either case, any applicable Adjustment Spread is determined in accordance with this Condition 4.10 and the Issuer, following consultation with the Independent Adviser, determines (i) that amendments to these Terms and Conditions, the Agency Agreement and/or the Trust Deed are necessary to ensure the proper operation of such Successor Rate or Alternative Rate and/or (in either case) any applicable Adjustment Spread (provided that the amendments do not, without the consent of the Calculation Agent, impose more onerous obligations upon it or expose it to any additional duties, responsibilities or liabilities or reduce or amend the protective provisions attached to it) (such amendments, the "Benchmark Amendments") and (ii) the terms of the Benchmark Amendments, then the Issuer shall, subject to giving notice thereof in accordance with Condition 4.10.5, without any requirement for the consent or approval of Noteholders, vary these Conditions, the Agency Agreement and/or the Trust Deed to give effect to such Benchmark Amendments with effect from the date specified in such notice. At the request of the Issuer, but subject to receipt by the Trustee and the Issuing and Paying Agent of a certificate signed by two Directors of the Issuer pursuant to Condition 4.10.5, the Trustee and the Issuing and Paying Agent shall (at the expense and direction of the Issuer), without any requirement for the consent or approval of the Noteholders, be obliged to concur with the Issuer in using its reasonable endeavours to effect any Benchmark Amendments (including, inter alia, by the execution of a deed supplemental to or amending the Trust Deed) and the Trustee and the Issuing and Paying Agent shall not be liable to any party for any consequences thereof, provided that the Trustee and the Issuing and Paying Agent shall not be obliged so to concur if in the opinion of the Trustee or the Issuing and Paying Agent doing so would impose more onerous obligations upon it or expose it to any additional duties, responsibilities or liabilities, such Benchmark Amendment would be inoperable, or reduce or amend the rights and/or the protective provisions afforded to it in these Conditions and/or any documents to which it is a party (including, for the avoidance of doubt, any supplemental trust deed) in any way. In connection with any such variation in accordance with this Condition 4.10.4, the Issuer shall comply with the rules of any stock exchange on which the Notes are for the time being listed or admitted to trading. 4.10.5 Notices, etc. Any Successor Rate, Alternative Rate, Adjustment Spread and the specific terms of any Benchmark Amendments determined under this Condition 4.10 will be notified promptly by the Issuer to the Trustee, the Calculation Agent, the Paying Agents and, in accordance with Condition 15, the Noteholders. Such notice shall be irrevocable and shall specify the effective date of the Benchmark Amendments, if any. No later than notifying the Trustee and the Issuing and Paying Agent of the same, the Issuer shall deliver to the Trustee and the Issuing and Paying Agent a certificate signed by two Directors of the Issuer: (a) confirming (i) that a Benchmark Event has occurred, (ii) the Successor Rate or, as the case may be, the Alternative Rate, (iii) any applicable Adjustment Spread and (iv) the specific terms of the Benchmark Amendments (if any), in each case as determined in accordance with the provisions of this Condition 4.10; and

11/81536398_4 100 (b) certifying that the Benchmark Amendments (if any) are necessary to ensure the proper operation of such Successor Rate or Alternative Rate and (in either case) any applicable Adjustment Spread. The Trustee and the Issuing and Paying Agent shall be entitled to rely on such certificate (without enquiry or liability to any person) as sufficient evidence thereof. The Successor Rate or Alternative Rate and the Adjustment Spread and the Benchmark Amendments (if any) specified in such certificate will (in the absence of manifest error in the determination of the Successor Rate or Alternative Rate and the Adjustment Spread and the Benchmark Amendments (if any) and without prejudice to the Trustee's and the Issuing and Paying Agent's ability to rely on such certificate as aforesaid) be binding on the Issuer, the Trustee, the Calculation Agent, the Paying Agents and the Noteholders. 4.10.6 Survival of Original Reference Rate Without prejudice to the obligations of the Issuer under Conditions 4.10.1, 4.10.2, 4.10.3 and 4.10.4, the Original Reference Rate and the fallback provisions provided for in Condition 4.2.3 will continue to apply unless and until the Issuer determines that a Benchmark Event has occurred and the relevant Paying Agent has been notified of the Successor Rate or the Alternative Rate (as the case may be), and any Adjustment Spread and Benchmark Amendments, in accordance with Condition 4.10.5. 4.10.7 Definitions As used in this Condition 4.10: "Adjustment Spread" means either (a) a spread (which may be positive, negative or zero) or (b) a formula or methodology for calculating a spread, in each case to be applied to the Successor Rate or the Alternative Rate (as the case may be) and is the spread, formula or methodology which: (a) in the case of a Successor Rate, is formally recommended in relation to the replacement of the Original Reference Rate with the Successor Rate by any Relevant Nominating Body; or (if no such recommendation has been made, or in the case of an Alternative Rate) (b) the Issuer, following consultation with the Independent Adviser or acting alone, as the case may be, determines is customarily applied to the relevant Successor Rate or the Alternative Rate (as the case may be) in international debt capital markets transactions to produce an industry-accepted replacement rate for the Original Reference Rate; or (if the Issuer determines that no such spread is customarily applied) (c) the Issuer, following consultation with the Independent Adviser or acting alone, as the case may be, determines is recognised or acknowledged as being the industry standard for over-the-counter derivative transactions which reference the Original Reference Rate, where such rate has been replaced by the Successor Rate or the Alternative Rate (as the case may be). "Alternative Rate" means an alternative benchmark or screen rate which the Issuer following consultation with the Independent Adviser, determines is customarily applied in international debt capital markets transactions for the purposes of determining floating rates of interest (or the relevant component part thereof) in the same Specified Currency as the Notes. 11/81536398_4 101 "Benchmark Amendments" has the meaning given to it in Condition 4.10.4. "Benchmark Event" means: (a) the Original Reference Rate ceasing to be published for a period of at least five Business Days or ceasing to exist; or (b) a public statement by the administrator of the Original Reference Rate that it has ceased or that it will cease publishing the Original Reference Rate permanently or indefinitely (in circumstances where no successor administrator has been appointed that will continue publication of the Original Reference Rate); or (c) a public statement by the supervisor of the administrator of the Original Reference Rate that the Original Reference Rate has been or will be permanently or indefinitely discontinued; or (d) a public statement by the supervisor of the administrator of the Original Reference Rate as a consequence of which the Original Reference Rate will be prohibited from being used either generally, or in respect of the Notes; or (e) the making of a public statement by the supervisor of the administrator of the Original Reference Rate that the Original Reference Rate is or will be (or is or will be deemed by such supervisor to be) no longer representative of its relevant underlying market; or (f) it has or will become unlawful for any Paying Agent, the Calculation Agent or the Issuer to calculate any payments due to be made to any Noteholders using the Original Reference Rate, provided that the Benchmark Event shall be deemed to occur (a) in the case of sub- paragraphs (2) and (3) above, on the date of the cessation of publication of the Original Reference Rate or the discontinuation of the Original Reference Rate, respectively, (b) in the case of sub-paragraph (4) above, on the date of the prohibition of use of the Original Reference Rate and (c) in the case of sub-paragraph (5) above, on the date with effect from which the Original Reference Rate will no longer be (or will be deemed by the relevant supervisor to no longer be) representative of its relevant underlying market and which is specified in the relevant public statement, and, in each case, not the date of the relevant public statement. "Independent Adviser" means an independent financial institution of international repute or an independent financial adviser with appropriate expertise appointed by the Issuer at its own expense under Condition 4.10.1 and notified in writing to the Trustee. "Original Reference Rate" means the originally-specified benchmark or screen rate (as applicable) used to determine the Rate of Interest (or any component part thereof) on the Notes or, if applicable, any other Successor or Alternative Rate (or any component part thereof) determined and applicable to the Notes pursuant to the earlier operation of Condition 4.10. "Relevant Nominating Body" means, in respect of a benchmark or screen rate (as applicable): (a) the central bank for the currency to which the benchmark or screen rate (as applicable) relates, or any central bank or other supervisory authority which is

11/81536398_4 102 responsible for supervising the administrator of the benchmark or screen rate (as applicable); or (b) any working group or committee sponsored by, chaired or co-chaired by or constituted at the request of (a) the central bank for the currency to which the benchmark or screen rate (as applicable) relates, (b) any central bank or other supervisory authority which is responsible for supervising the administrator of the benchmark or screen rate (as applicable), (c) a group of the aforementioned central banks or other supervisory authorities or (d) the Financial Stability Board or any part thereof. "Successor Rate" means a successor to or replacement of the Original Reference Rate which is formally recommended by any Relevant Nominating Body 5 Indexation This Condition 5 is applicable only if the relevant Final Terms specifies the Notes as Index Linked Notes. 5.1 Definitions For the purposes of Conditions 5.1 to 5.6, unless the context otherwise requires, the following defined terms shall have the following meanings: "Base Index Figure" means (subject to Condition 5.3(i)) the base index figure as specified in the relevant Final Terms; "CPI" means the UK Consumer Prices Index (for all items) published by the Office for National Statistics (January 2015 = 100) or any comparable index which may replace the UK Consumer Prices Index for the purpose of calculating the amount payable on repayment of the Indexed Benchmark Gilt (if any). Where CPI is specified as the Index in the relevant Final Terms, any reference to the "Index Figure" which is specified in the relevant Final Terms as: (a) applicable to the first calendar day of any month shall, subject as provided in Conditions 5.3 and 5.5, be construed as a reference to the Index Figure published in the second month prior to that particular month and relating to the month before that of publication; or (b) applicable to any other day in any month shall, subject as provided in Conditions 5.3 and 5.5, be calculated by linear interpolation between (x) the Index Figure applicable to the first calendar day of the month in which the day falls, calculated as specified in paragraph (i) above and (y) the Index Figure applicable to the first calendar day of the month following, calculated as specified in paragraph (i) above and rounded to the nearest fifth decimal place. "CPIH" means the all items consumer prices index including owner occupiers' housing costs and council tax for the United Kingdom published by the Office for National Statistics (January 2015 = 100) or any comparable index which may replace the all items consumer prices index including owner occupiers' housing costs and council tax for the United Kingdom for the purpose of calculating the amount payable on repayment of the Indexed Benchmark Gilt (if any). Where CPIH is specified as the Index in the relevant Final Terms, any reference to the "Index Figure" which is specified in the relevant Final Terms as: (a) applicable to the first calendar day of any month shall, subject as provided in Conditions 5.3 and 5.5, be construed as a reference to the Index Figure published in the second 11/81536398_4 103 month prior to that particular month and relating to the month before that of publication; or (b) applicable to any other day in any month shall, subject as provided in Conditions 5.3 and 5.5, be calculated by linear interpolation between (x) the Index Figure applicable to the first calendar day of the month in which the day falls, calculated as specified in paragraph (i) above and (y) the Index Figure applicable to the first calendar day of the month following, calculated as specified in paragraph (i) above and rounded to the nearest fifth decimal place; "His Majesty's Treasury" means His Majesty's Treasury or any officially recognised party performing the function of a calculation agent (whatever such party's title), on its or its successor's behalf, in respect of the Reference Gilt; "Index" means, subject as provided in Condition 5.3(i), either CPI, CPIH or RPI as specified in the relevant Final Terms; "Indexed Benchmark Gilt" means the index-linked Sterling obligation of the United Kingdom Government listed on the Official List of the Financial Conduct Authority (in its capacity as competent authority under the Financial Services and Markets Act 2000, as amended) and traded on the London Stock Exchange whose average maturity most closely matches that of the Notes as a gilt-edged market maker or other adviser selected by the Issuer (an "Indexation Adviser") shall determine to be appropriate; "Index Figure" has the definition given to such term in the definition of "CPI", "CPIH" or "RPI", as applicable; "Index Ratio" applicable to any month or date, as the case may be, means the Index Figure applicable to such month or date, as the case may be, divided by the Base Index Figure and rounded to the nearest fifth decimal place; "Limited Index Ratio" means (a) in respect of any month or date, as the case may be, prior to the relevant Issue Date, the Index Ratio for that month or date, as the case may be, (b) in respect of any Limited Indexation Date after the relevant Issue Date, the product of the Limited Indexation Factor for that month or date, as the case may be, and the Limited Index Ratio as previously calculated in respect of the month or date, as the case may be, twelve months prior thereto; and (c) in respect of any other month, the Limited Index Ratio as previously calculated in respect of the most recent Limited Indexation Month; "Limited Indexation Date" means any date falling during the period specified in the relevant Final Terms for which a Limited Indexation Factor is to be calculated; "Limited Indexation Factor" means, in respect of a Limited Indexation Month or Limited Indexation Date, as the case may be, the ratio of the Index Figure applicable to that month or date, as the case may be, divided by the Index Figure applicable to the month or date, as the case may be, twelve months prior thereto, provided that (a) if such ratio is greater than the Maximum Indexation Factor specified in the relevant Final Terms, it shall be deemed to be equal to such Maximum Indexation Factor and (b) if such ratio is less than the Minimum Indexation Factor specified in the relevant Final Terms, it shall be deemed to be equal to such Minimum Indexation Factor; "Limited Indexation Month" means any month specified in the relevant Final Terms for which a Limited Indexation Factor is to be calculated;

11/81536398_4 104 "Limited Index Linked Notes" means Index Linked Notes to which a Maximum Indexation Factor and/or a Minimum Indexation Factor (as specified in the relevant Final Terms) applies; "Redemption Date" means any date on which the Notes are redeemed in accordance with Condition 5.6, Condition 6.1, Condition 6.2, Condition 6.4, Condition 6.5, Condition 6.6 or Condition 6.7; "Reference Gilt" means the index-linked Treasury Stock/Treasury Gilt specified as such in the relevant Final Terms for so long as such gilt is in issue, and thereafter such issue of index- linked Treasury Stock/Treasury Gilt determined to be appropriate by an Indexation Adviser; and "RPI" means the UK Retail Prices Index (for all items) published by the Office for National Statistics (January 1987 = 100) or any comparable index which may replace the UK Retail Prices Index for the purpose of calculating the amount payable on repayment of the Reference Gilt. Where RPI is specified as the Index in the relevant Final Terms, any reference to the "Index Figure" which is specified in the relevant Final Terms as: (a) applicable to a particular month, shall, subject as provided in Conditions 5.3 and 5.5, be construed as a reference to the Index Figure published in the seventh month prior to that particular month and relating to the month before that of publication; or (b) applicable to the first calendar day of any month shall, subject as provided in Conditions 5.3 and 5.5, be construed as a reference to the Index Figure published in the second month prior to that particular month and relating to the month before that of publication; or (c) applicable to any other day in any month shall, subject as provided in Conditions 5.3 and 5.5, be calculated by linear interpolation between (x) the Index Figure applicable to the first calendar day of the month in which the day falls, calculated as specified in paragraph (ii) above and (y) the Index Figure applicable to the first calendar day of the month following, calculated as specified in paragraph (ii) above and rounded to the nearest fifth decimal place. 5.2 Application of the Index Ratio Each payment of interest and principal in respect of the Notes shall be the amount provided in, or determined in accordance with, these Conditions, multiplied by the Index Ratio or Limited Index Ratio in the case of Limited Index Linked Notes applicable to the month or date, as the case may be, in or on which such payment falls to be made and rounded in accordance with Condition 4.5. 5.3 Changes in Circumstances Affecting the Index (i) Change in base: If at any time and from time to time the Index is changed by the substitution of a new base therefor, then with effect from the month from and including that in which such substitution takes effect or the first date from and including that on which such substitution takes effect, as the case may be, (1) the definition of "Index" and "Index Figure" in Condition 5.1 shall be deemed to refer to the new date, or month or year (as applicable) in substitution for January 1987 (where RPI is specified as the Index in the relevant Final Terms) or 2015 (where CPI or CPIH is specified as the Index in the relevant Final Terms) (or, as the case may be, to such other date, month or year as may have been substituted therefor), and (2) the new Base Index Figure shall be the product of the existing Base Index Figure and the Index 11/81536398_4 105 Figure for the date on which such substitution takes effect, divided by the Index Figure for the date immediately preceding the date on which such substitution takes effect. (ii) Delay in publication of RPI if paragraph (i) of the definition of Index Figure for RPI is applicable: If the Index Figure which is normally published in the seventh month and which relates to the eighth month (the "relevant month") before the month in which a payment is due to be made is not published on or before the fourteenth Business Day before the date on which such payment is due (the "date for payment"), the Index Figure applicable to the month in which the date for payment falls shall be (1) such substitute index figure (if any) as the Trustee considers (acting solely on the advice of the Indexation Adviser) to have been published by the United Kingdom Debt Management Office or the Bank of England, as the case may be, (or such other body designated by the UK Government for such purpose) for the purposes of indexation of payments on the Reference Gilt or, failing such publication, on any one or more issues of index-linked Treasury Stock selected by an Indexation Adviser (and approved by the Trustee (acting solely on the advice of the Indexation Adviser)) or (2) if no such determination is made by such Indexation Adviser within seven days, the Index Figure last published (or, if later, the substitute index figure last determined pursuant to Condition 4.3(i)) before the date for payment. (iii) Delay in publication of relevant Index if paragraph (i) and/or (ii) of the definition of Index Figure for CPI or CPIH is applicable or if paragraph (ii) and/or (iii) of the definition of Index Figure for RPI is applicable: If the Index Figure relating to any month (the "calculation month") which is required to be taken into account for the purposes of the determination of the Index Figure for any date is not published on or before the fourteenth Business Day before the date on which such payment is due (the "date for payment"), the Index Figure applicable for the relevant calculation month shall be (1) such substitute index figure (if any) as the Trustee considers (acting solely on the advice of the Indexation Adviser) to have been published by the United Kingdom Debt Management Office or the Bank of England, as the case may be, (or such other body designated by the UK Government for such purpose) for the purposes of indexation of payments on the Reference Gilt or the Indexed Benchmark Gilt (as applicable) or, failing such publication, on any one or more issues of index-linked Treasury Stock selected by an Indexation Adviser (and approved by the Trustee (acting solely on the advice of the Indexation Adviser)) or (2) if no such determination is made by such Indexation Adviser within seven days, the Index Figure last published (or, if later, the substitute index figure last determined pursuant to Condition 4.3(i)) before the date for payment. 5.4 Application of Changes Where the provisions of Condition 5.3(ii) or Condition 5.3(iii) apply, the determination of the Indexation Adviser as to the Index Figure applicable to the month in which the date for payment falls or the date for payment, as the case may be, shall be conclusive and binding. If, an Index Figure having been applied pursuant to Condition 5.3(ii)(2) or Condition 5.3(iii)(2), the Index Figure relating to the relevant month or relevant calculation month, as the case may be, is subsequently published while a Note is still outstanding, then: (i) in relation to a payment of principal or interest in respect of such Note other than upon final redemption of such Note, the principal or interest (as the case may be) next payable after the date of such subsequent publication shall be increased or reduced, as the case may be, by an amount equal to the shortfall or excess, as the case may be, of the amount of the relevant payment made on the basis of the Index Figure applicable by virtue of Condition 5.3(ii)(2) or Condition 5.3(iii)(2) below or above the amount of the relevant payment that would have been due if the Index Figure

11/81536398_4 106 subsequently published had been published on or before the fourteenth Business Day before the date for payment; and (ii) in relation to a payment of principal or interest upon final redemption, no subsequent adjustment to amounts paid will be made. 5.5 Material Changes to or Cessation of the Index (i) Material changes to the relevant Index: (a) CPI and CPIH: Where CPI or CPIH is specified in the relevant Final Terms as the Index and: (1) if notice is published by His Majesty's Treasury, or on its behalf, following a change to the coverage or the basic calculation of such Index, then the Calculation Agent shall make any such adjustments to the Index consistent with any adjustments made to the Index as applied to the relevant Indexed Benchmark Gilt; or (2) any change is made to the coverage or the basic calculation of such Index which constitutes a fundamental change which would, in the opinion of either the Issuer or the Trustee (acting solely on the advice of an Indexation Adviser), be materially prejudicial to the interests of the Issuer or the Noteholders, as the case may be, the Issuer or the Trustee (as applicable) shall give written notice of such occurrence to the other party. Promptly after the giving of such notice, the Issuer and the Trustee (acting solely on the advice of the Indexation Adviser) together shall seek to agree for the purpose of the Notes one or more adjustments to CPI or CPIH (as applicable) or a substitute index (with or without adjustments) with the intention that the same should leave the Issuer and the Noteholders in no materially better and no materially worse position than they would have been had the relevant fundamental change to CPI or CPIH (as applicable) not been made. If the Issuer and the Trustee (acting solely on the advice of the Indexation Adviser) fail to reach agreement as mentioned above within 20 Business Days following the giving of notice as mentioned above, a bank or other person in London shall be appointed by the Issuer and the Trustee or, failing agreement on and the making of such appointment within 20 Business Days following the expiry of the 20 day period referred to above, by the Trustee (acting solely on the advice of the Indexation Adviser) (in each case, such bank or other person so appointed being referred to as the "Expert"), to determine for the purpose of the Notes one or more adjustments to CPI or CPIH (as applicable) or a substitute index (with or without adjustments) with the intention that the same should leave the Issuer and the Noteholders in no materially better and no materially worse position than they would have been had the relevant fundamental change to CPI or CPIH (as applicable) not been made. Any Expert so appointed shall act as an expert and not as an arbitrator and all fees, costs and expenses of the Expert and of any Indexation Adviser and of any of the Issuer and the Trustee in connection with such appointment shall be borne by the Issuer. 11/81536398_4 107 (b) RPI: Where RPI is specified in the relevant Final Terms as the Index and if notice is published by His Majesty's Treasury, or on its behalf, following a change to the coverage or the basic calculation of such Index, then the Calculation Agent shall make any such adjustments to the Index consistent with any adjustments made to the Index as applied to the Reference Gilt. (i) Cessation of the relevant Index: If the Trustee and the Issuer have been notified by the Calculation Agent that the relevant Index has ceased to be published, or if His Majesty's Treasury or the Office for National Statistics, as the case may be, or a person acting on its behalf, announces that it has ceased to publish the relevant Index, then the Calculation Agent shall determine a successor index in lieu of any previously applicable index (the "Successor Index") by using the following methodology: (a) if at any time a successor index has been designated by His Majesty's Treasury in respect of the Reference Gilt, such successor index shall be designated the "Successor Index" for the purposes of all subsequent Interest Payment Dates, notwithstanding that any other Successor Index may previously have been determined under paragraph (b) or (c) below. This provision will only be applicable when RPI is specified in the relevant Final Terms as the Index; or (b) the Issuer and the Trustee (acting solely on the advice of the Indexation Adviser) together shall seek to agree for the purpose of the Notes one or more adjustments to the Index or a substitute index (with or without adjustments) with the intention that the same should leave the Issuer and the Noteholders in no materially better and no materially worse position than they would have been had the Index not ceased to be published. If the relevant Final Terms specify RPI as the Index then this paragraph (b) will only be applicable provided the Successor Index has not been determined under paragraph (a) above; or (c) if the Issuer and the Trustee (acting solely on the advice of the Indexation Adviser) fail to reach agreement as mentioned above within 20 Business Days following the giving of notice as mentioned in the first paragraph under this Condition 5.5(ii) above, a bank or other person in London shall be appointed by the Issuer and the Trustee or, failing agreement on and the making of such appointment within 20 Business Days following the expiry of the 20 day period referred to above, by the Trustee (acting solely on the advice of the Indexation Adviser) (in each case, such bank or other person so appointed being referred to as the "Expert"), to determine for the purpose of the Notes one or more adjustments to the Index or a substitute index (with or without adjustments) with the intention that the same should leave the Issuer and the Noteholders in no materially better and no materially worse position than they would have been had the Index not ceased to be published. Any Expert so appointed shall act as an expert and not as an arbitrator and all fees, costs and expenses of the Expert and of any Indexation Adviser and of any of the Issuer and the Trustee in connection with such appointment shall be borne by the Issuer. (ii) Adjustment or replacement: The Index shall be adjusted or replaced by a substitute index pursuant to the foregoing paragraphs, as the case may be, and references in these Conditions to the Index and to any Index Figure shall be deemed amended in such manner as the Trustee (acting solely on the advice of the Indexation Adviser) and the Issuer agree are appropriate to give effect to such adjustment or replacement. Such amendments shall be effective from the date of such notification and binding

11/81536398_4 108 upon the Issuer, the Trustee and the Noteholders, and the Issuer shall give notice to the Noteholders in accordance with Condition 15 of such amendments as promptly as practicable following such notification or adjustment. 5.6 Redemption for Index Reasons If either (i) the Index Figure for three consecutive months is required to be determined on the basis of an Index Figure previously published as provided in Condition 5.3(ii)(2) or 5.3 (iii)(2), as applicable and the Trustee has been notified by the Calculation Agent that publication of the Index has ceased or (ii) notice is published by His Majesty's Treasury, or on its behalf, following a change in relation to the Index, offering a right of redemption to the holders of the Reference Gilt or the Indexed Benchmark Gilt (as applicable), and (in either case) no amendment or substitution of the Index shall have been designated by His Majesty's Treasury in respect of the Reference Gilt or the Indexed Benchmark Gilt (as applicable) to the Issuer and such circumstances are continuing, the Issuer may, upon giving not more than 60 nor less than 30 days' notice to the Noteholders (or such other notice period as may be specified in the relevant Final Terms) in accordance with Condition 15, redeem all, but not some only, of the Notes at their principal amount together with interest accrued but unpaid up to and including the date of redemption (in each case adjusted in accordance with Condition 5.2). 6 Redemption, Purchase and Options 6.1 Final Redemption Unless previously redeemed, purchased and cancelled as provided below, this Note will be redeemed at its Final Redemption Amount (which, unless otherwise provided, is its nominal amount) on the Maturity Date specified in the relevant Final Terms provided. 6.2 Redemption for Taxation Reasons If, on the occasion of the next payment in respect of the Notes the Issuer satisfies the Trustee immediately before the giving of the notice referred to below that it would be unable to make such payment without having to pay additional amounts as described in Condition 8, and such requirement to pay such additional amounts arises by reason of a change in the laws of the United Kingdom or any political sub-division of the United Kingdom or taxing authority in the United Kingdom or any political sub-division of the United Kingdom or in the interpretation or application of the laws of the United Kingdom or any political sub-division of the United Kingdom or in any applicable double taxation treaty or convention, which change becomes effective on or after the date on which agreement is reached to issue the first Tranche of the Notes, and such requirement cannot be avoided by the Issuer taking reasonable measures (such measures not involving any material additional payments by, or expense for, the Issuer), the Issuer may, at its option, at any time, having given not less than 30 nor more than 45 days' notice to the Noteholders (or such other notice period as may be specified in the relevant Final Terms) in accordance with Condition 15, redeem all, but not some only, of the Notes at their Early Redemption Amount together with interest accrued to the date of redemption provided that the date fixed for redemption shall not be earlier than 90 days prior to the earliest date on which the Issuer would be obliged to pay such additional amounts or make such withholding or deduction, as the case may be, were a payment in respect of the Notes then due. Prior to the publication of any notice of redemption pursuant to this Condition 6.2, the Issuer shall deliver to the Trustee a certificate signed by two Directors of the Issuer stating that the requirement referred to above cannot be avoided by the Issuer taking reasonable measures available to it and the Trustee shall be entitled to accept such certificate as sufficient evidence of the satisfaction of the condition precedent 11/81536398_4 109 set out above in which event it shall be conclusive and binding on all Noteholders and Couponholders. 6.3 Purchases The Issuer and any of its subsidiary undertakings may at any time purchase Notes (provided that all unmatured Coupons and unexchanged Talons appertaining to them are attached or surrendered with them) in the open market or otherwise at any price. 6.4 Early Redemption 6.4.1 Zero Coupon Notes (i) The Early Redemption Amount payable in respect of any Zero Coupon Note, the Early Redemption Amount of which is not linked to an index and/or a formula, upon redemption of such Note pursuant to Condition 6.2 or upon it becoming due and payable as provided in Condition 10 shall be the Amortised Face Amount (calculated as provided below) of such Note unless otherwise specified in the relevant Final Terms. (ii) Subject to the provisions of sub-paragraph (iii) below, the Amortised Face Amount of any such Note shall be the scheduled Final Redemption Amount of such Note on the Maturity Date discounted at a rate per annum (expressed as a percentage) equal to the "Amortisation Yield" (which, if none is specified in the relevant Final Terms, shall be such rate as would produce an Amortised Face Amount equal to the issue price of the Notes if they were discounted back to their issue price on the Issue Date) compounded annually. (iii) If the Early Redemption Amount payable in respect of any such Note upon its redemption pursuant to Condition 6.2 or, if applicable, Condition 6.5 or 6.6 or upon it becoming due and payable as provided in Condition 10, is not paid when due, the Early Redemption Amount due and payable in respect of such Note shall be the Amortised Face Amount of such Note as defined in sub-paragraph (ii) above, except that such sub-paragraph shall have effect as though the reference in that sub-paragraph to the date on which the Note becomes due and payable was replaced by a reference to the Relevant Date. The calculation of the Amortised Face Amount in accordance with this sub- paragraph shall continue to be made (both before and after judgment) until the Relevant Date, unless the Relevant Date falls on or after the Maturity Date, in which case the amount due and payable shall be the scheduled Final Redemption Amount of such Note on the Maturity Date together with any interest that may accrue in accordance with Condition 4.3. Where such calculation is to be made for a period of less than one year, it shall be made on the basis of the Day Count Fraction specified in the relevant Final Terms. 6.4.2 Other Notes The Early Redemption Amount payable in respect of any Note (other than Notes described in Condition 6.4.1), upon redemption of such Note pursuant to this Condition 6.4 or upon it becoming due and payable as provided in Condition 10, shall be the Final Redemption Amount unless otherwise specified in the relevant Final Terms.

11/81536398_4 110 6.5 Redemption at the Option of the Issuer and Exercise of Issuer's Options 6.5.1 If (i) Residual Holding Call Option is specified in the relevant Final Terms, and (ii) if at any time the Residual Holding Percentage (as specified in the relevant Final Terms) or more of the aggregate nominal amount of Notes originally issued shall have been redeemed or purchased and cancelled, the Issuer shall have the option to redeem such outstanding Notes in whole, but not in part, at their Residual Holding Redemption Amount (as specified in the relevant Final Terms). Unless otherwise specified in the relevant Final Terms, the Residual Holding Redemption Amount will be calculated by an independent financial advisor by discounting the outstanding nominal amount of the Notes and the remaining interest payments (if applicable) to the Maturity Date by a rate per annum (expressed as a percentage to the nearest one hundred thousandth of a percentage point (with halves being rounded up)) equal to the Benchmark Yield (as specified in the relevant Final Terms), being the yield on the Benchmark Security at the close of business on the third Business Day prior to the date fixed for such redemption, plus the Benchmark Spread (as specified in the relevant Final Terms). Where the specified calculation is to be made for a period of less than one year, it shall be calculated using the Benchmark Day Count Fraction (as specified in the relevant Final Terms). The Issuer will give not less than 15 nor more than 30 days' irrevocable notice to the Noteholders and the Trustee of any such redemption pursuant to this Condition 6.5.1. 6.5.2 If Call Option is specified in the relevant Final Terms, the Issuer may, unless an Exercise Notice has been given pursuant to Condition 6.6 or 6.7, as applicable, on giving not less than 15 nor more than 30 days' irrevocable notice to the Noteholders (or such other notice period as may be specified in the relevant Final Terms), redeem, or exercise any Issuer's option in relation to, all or, if so provided, some of such Notes on any Optional Redemption Date(s) or Option Exercise Date, as the case may be. Any such redemption of Notes shall be at their Optional Redemption Amount together with interest accrued up to but excluding the Optional Redemption Date. Any such redemption or exercise must relate to Notes of a nominal amount at least equal to the minimum nominal amount (if any) permitted to be redeemed specified in the relevant Final Terms and no greater than the maximum nominal amount (if any) permitted to be redeemed specified in the relevant Final Terms. All Notes in respect of which any such notice is given shall be redeemed, or the Issuer's option shall be exercised, on the date specified in such notice in accordance with this Condition. In the case of a partial redemption or a partial exercise of an Issuer's option, the notice to Noteholders shall also contain the serial numbers of the Bearer Notes, or in the case of Registered Notes shall specify the nominal amount of Registered Notes drawn and the holder(s) of such Registered Notes to be redeemed, which shall have been drawn in such place as the Trustee may approve and in such manner as it deems appropriate, subject to compliance with any applicable laws, listing authority and stock exchange requirements. 6.5.3 If Make-whole Redemption Option is specified in the relevant Final Terms as applicable, the Issuer may, unless an Exercise Notice has been given pursuant to Condition 6.6 or 6.7, on giving not less than 15 nor more than 30 days' irrevocable notice to the Noteholders (or such other notice period as may be specified in the relevant Final Terms), redeem, or exercise any Issuer's option in relation to, all or, if so provided, some of such Notes on any Make-whole Redemption Date(s). Any such redemption of Notes shall be at an amount equal to the higher of the following, in 11/81536398_4 111 each case together with interest accrued to but excluding the Make-whole Redemption Date: (i) the nominal amount of the Note; and (ii) (a) the nominal amount of the Note multiplied by the price (as reported in writing to the Issuer and the Trustee by a financial adviser (the "Financial Adviser") appointed by the Issuer and approved by the Trustee) expressed as a percentage (rounded to the nearest fifth decimal places, 0.000005 being rounded upwards) at which the Gross Redemption Yield to maturity on such Note (or, if a Par Call Commencement Date is specified in the relevant Final Terms, the Gross Redemption Yield to the Par Call Commencement Date) on the Determination Date specified in the relevant Final Terms is equal to the Gross Redemption Yield at the Quotation Time specified in the relevant Final Terms on the Determination Date of the Reference Bond specified in the relevant Final Terms (or, where the Financial Adviser advises the Trustee that, for reasons of illiquidity or otherwise, such Reference Bond is not appropriate for such purpose, such other government stock as such Financial Adviser may recommend) plus any applicable Redemption Margin specified in the relevant Final Terms; or (b) if Canada Yield Price is specified in the relevant Final Terms, (1) at any time prior to the Par Call Commencement Date, the Canada Yield Price and (2) at any time on or after the Par Call Commencement Date, but prior to the Maturity Date, the nominal amount of the Notes. Any such redemption or exercise must relate to Notes of a nominal amount at least equal to the minimum nominal amount (if any) permitted to be redeemed specified in the relevant Final Terms and no greater than the maximum nominal amount (if any) permitted to be redeemed specified in the relevant Final Terms. All Notes in respect of which any such notice is given shall be redeemed, or the Issuer's option shall be exercised, on the date specified in such notice in accordance with this Condition. In the case of a partial redemption or a partial exercise of an Issuer's option, the notice to Noteholders shall also contain the serial numbers of the Notes to be redeemed, which shall have been drawn in such place as the Trustee may approve and in such manner as it deems appropriate (or the Notes to be redeemed will be selected by the Canadian Paying Agent (as specified in the relevant Final Terms) in such manner as the Canadian Paying Agent deems appropriate and as approved by the Trustee), subject to compliance with any applicable laws, clearing systems, listing authority and stock exchange requirements. In this Condition: "Canada Yield Price" means the price, calculated on the business day preceding the redemption date of the Notes (the "Yield Determination Date") equal to the net present value of all scheduled payments of outstanding principal and interest on the Notes to be redeemed (not including any portion of the payment of interest accrued as of the redemption date) from the redemption date of the Notes to be redeemed to the Par Call Commencement Date specified in the relevant Final Terms (and assuming, for this purpose, that the Notes are scheduled to mature on the Par Call Commencement Date) using as a discount rate the Government of Canada Yield plus any applicable Redemption Margin specified in the relevant Final Terms. "Government of Canada Yield" means with respect to any redemption date, the arithmetic average (rounded to the nearest 1/100 of 1 per cent.) of the yield to

11/81536398_4 112 maturity, provided by two major Canadian investment dealers selected by the Issuer as at noon (Toronto time) on the Yield Determination Date, as the yields which a non- callable Government of Canada bond would carry if issued, in Canadian dollars in Canada, at 100 per cent. of its principal amount on such date with a term to maturity which most closely approximates the remaining term to the Par Call Commencement Date. "Gross Redemption Yield" means a yield calculated in accordance with generally accepted market practice at such time, as advised to the Trustee by the Financial Adviser. 6.6. Redemption at the Option of Noteholders following a Restructuring Event 6.6.1. If Restructuring Put Option is specified in the relevant Final Terms, and: (1) if, at any time while any of the Notes remains outstanding, a Restructuring Event (as defined below) occurs and prior to the commencement of or during the Restructuring Period (as defined below): (a) an independent financial adviser (as described below) shall have certified in writing to the Trustee that such Restructuring Event will not be or is not, in its opinion, materially prejudicial to the interests of the Noteholders; or (b) if there are Rated Securities (as defined below), each Rating Agency (as defined below) that at such time has assigned a current rating to the Rated Securities confirms in writing to the Issuer at its request (which it shall make as set out below) that it will not be withdrawing or reducing the then current rating assigned to the Rated Securities by it from an investment grade rating (BBB-/Baa3, or their respective equivalents for the time being, or better) to a non-investment grade rating (BB+/Bal, or their respective equivalents for the time being, or worse) or, if the Rating Agency shall have already rated the Rated Securities below investment grade (as described above), the rating will not be lowered by one full rating category or more, in each case as a result, in whole or in part, of any event or circumstance comprised in or arising as a result of the applicable Restructuring Event, the following provisions of this Condition 6.6 shall cease to have any further effect in relation to such Restructuring Event. (2) if, at any time while any of the Notes remains outstanding, a Restructuring Event occurs and (subject to Condition 6.6.1(i)): (a) within the Restructuring Period, either: (A) if at the time such Restructuring Event occurs there are Rated Securities, a Rating Downgrade (as defined below) in respect of such Restructuring Event also occurs; or (B) if at such time there are no Rated Securities, a Negative Rating Event (as defined below) in respect of such Restructuring Event also occurs; and (b) an independent financial adviser shall have certified in writing to the Trustee that such Restructuring Event is, in its opinion, materially prejudicial to the interests of the Noteholders (a "Negative Certification"), then, unless at any time the Issuer shall have given notice under Condition 6.5 or the holder shall have given notice under Condition 6.7 (if applicable), the holder of each Note will, upon the giving of a Put Event Notice (as defined below), have the option (the "Restructuring Put Option") to require the Issuer to redeem or, at the option of the Issuer, purchase (or procure the purchase of) that Note on the Put Date (as defined below), at its Optional Redemption Amount (specified in the relevant Final Terms) together with (or, where purchased, together with an amount equal to) interest (if any) accrued to (but excluding) the Put Date. 11/81536398_4 113 A Restructuring Event shall be deemed not to be materially prejudicial to the interests of the Noteholders if, notwithstanding the occurrence of a Rating Downgrade or a Negative Rating Event, the rating assigned to the Rated Securities by any Rating Agency is subsequently increased to, or, as the case may be, there is assigned to the Notes or other unsecured and unsubordinated debt of the Issuer having an initial maturity of five years or more by any Rating Agency, an investment grade rating ((BBB-/Baa3) or their respective equivalents for the time being) or better prior to any Negative Certification being issued. Any Negative Certification shall be conclusive and binding on the Trustee, the Issuer and the Noteholders. The Issuer may, at any time, with the approval of the Trustee appoint an independent financial adviser for the purposes of this Condition 6.6. If, within five business days following the occurrence of a Rating Downgrade or a Negative Rating Event, as the case may be, in respect of a Restructuring Event, the Issuer shall not have appointed an independent financial adviser for the purposes of Condition 6.6.1(ii)(b) and (if so required by the Trustee) the Trustee is indemnified and/or prefunded and/or secured to its satisfaction against the costs of such adviser, the Trustee may appoint an independent financial adviser for such purpose following consultation with the Issuer. 6.6.2. Promptly upon the Issuer becoming aware that a Put Event (as defined below) has occurred, and in any event not later than 14 days after the occurrence of a Put Event, the Issuer shall, and at any time upon the Trustee if so requested by the holders of at least one-quarter in nominal amount of the Notes then outstanding shall, give notice (a "Put Event Notice") to the Noteholders in accordance with Condition 15 specifying the nature of the Put Event and the procedure for exercising the Restructuring Put Option. 6.6.3. To exercise the Restructuring Put Option, the holder of a Note must comply with the provisions of Condition 6.7. The applicable notice period for the purposes of Condition 6.7, as applied to a Restructuring Put Option, shall be the period (the "Put Period") of 45 days after that on which a Put Event Notice is given. Subject to the relevant Noteholder having complied with Condition 6.7, the Issuer shall redeem or, at the option of that Issuer, purchase (or procure the purchase of) the relevant Note on the fifteenth day after the date of expiry of the Put Period (the "Put Date") unless previously redeemed or purchased. 6.6.4. For the purposes of these Conditions: (1) "Distribution Licence" means an electricity distribution licence granted under section 6(1)(c) of the Electricity Act. (2) "Distribution Services Area" means, in respect of a Issuer, the area specified as such in the distribution licence granted to it on 1 October 2001 under section 6(l)(c) of the Electricity Act 1989 (as amended by section 30 of the Utilities Act 2000), as of the date of such distribution licence. (3) A "Negative Rating Event" shall be deemed to have occurred if (1) a Issuer does not, either prior to or not later than 14 days after the date of the relevant Restructuring Event, seek, and thereupon use all reasonable endeavours to obtain, a rating of the Notes or any other unsecured and unsubordinated debt of that Issuer having an initial maturity of five years or more from a Rating Agency or (2) if it does so seek and use such endeavours, it is unable, as a result of such Restructuring Event, to obtain such a rating of at least investment grade (BBB-/Baa3, or their respective equivalents for the time being). (4) A "Put Event" occurs on the date of the last to occur of (1) a Restructuring Event, (2) either a Rating Downgrade or, as the case may be, a Negative Rating Event and (3) the relevant Negative Certification. (5) "Rating Agency" means S&P Global Ratings Europe Limited or any of its subsidiaries and their successors or Moody's Investors Service Limited or any of its subsidiaries and their successors or any rating agency substituted for any of them (or any permitted substitute of them) by the Issuer from time to time with the prior written approval of the Trustee.

11/81536398_4 114 (6) A "Rating Downgrade" shall be deemed to have occurred in respect of a Restructuring Event if the then current rating assigned to the Rated Securities by any Rating Agency (whether provided by a Rating Agency at the invitation of the Issuer or by its own volition) is withdrawn or reduced from an investment grade rating (BBB-/Baa3), (or their respective equivalents for the time being, or better) to a non-investment grade rating (BB+/Bal) (or their respective equivalents for the time being) or worse or, if the Rating Agency shall then have already rated the Rated Securities below investment grade (as described above), the rating is lowered one full rating category or more. (7) "Rated Securities" means the Notes, if at any time and for so long as they have a rating from a Rating Agency, and otherwise any other unsecured and unsubordinated debt of a Issuer having an initial maturity of five years or more which is rated by a Rating Agency. (8) "Restructuring Event" means the occurrence of any one or more of the following events: (a) (A) the Secretary of State for Business, Energy and Industrial Strategy (or any successor) giving the Issuer written notice of any revocation of its Distribution Licence; or (B) the Issuer agreeing in writing with the Secretary of State for Business, Energy and Industrial Strategy (or any successor) to any revocation or surrender of its Distribution Licence; or (C) any legislation (whether primary or subordinate) being enacted which terminates or revokes the Distribution Licence of the Issuer, except, in each such case, in circumstances where a licence or licences on substantially no less favourable terms is or are granted to the Issuer or a wholly-owned subsidiary of the Issuer where such subsidiary at the time of such grant either executes in favour of the Trustee an unconditional and irrevocable guarantee in respect of all Notes issued by the Issuer in such form as the Trustee may approve or becomes the primary obligor under the Notes issued by the Issuer in accordance with Condition 12.3; or (b) any modification (other than a modification which is of a formal, minor or technical nature) being made to the terms and conditions upon which an Issuer is authorised and empowered under relevant legislation to distribute electricity in the Distribution Services Area unless two directors of such Issuer have certified in good faith to the Trustee that the modified terms and conditions are not materially less favourable to the business of that Issuer; or (c) any legislation (whether primary or subordinate) is enacted which removes, qualifies or amends (other than an amendment which is of a formal, minor or technical nature) the duties of the Secretary of State for Business, Energy and Industrial Strategy (or any successor) and/or the Gas and Electricity Markets Authority (or any successor) under section 3A of the Electricity Act 1989 (as amended by the Utilities Act 2000) (as this may be amended from time to time) unless two directors of such Issuer have certified in good faith to the Trustee that such removal, qualification or amendment does not have a materially adverse effect on the financial condition of that Issuer. (9) "Restructuring Period" means: (a) if at the time a Restructuring Event occurs there are Rated Securities, the period of 90 days starting from and including the day on which that Restructuring Event occurs; or (b) if at the time a Restructuring Event occurs there are no Rated Securities, the period starting from and including the day on which that Restructuring Event occurs and ending on the day 90 days following the later of (aa) the date (if any) on which the Issuer shall seek to obtain a rating as contemplated by the definition of Negative Rating Event; (bb) the expiry of the 14 days referred to in the definition of Negative Rating Event and (cc) the date on which a 11/81536398_4 115 Negative Certification shall have been given to the Trustee in respect of that Restructuring Event. A Rating Downgrade or a Negative Rating Event or a non-investment grade rating shall be deemed not to have occurred as a result or in respect of a Restructuring Event if the Rating Agency making the relevant reduction in rating or, where applicable, refusal to assign a rating of at least investment grade as provided in this Condition 6.6, does not announce or publicly confirm or inform the Issuer in writing at its request (which it shall make as set out in the following paragraph) that the reduction or, where applicable, declining to assign a rating of at least investment grade, was the result, in whole or in part, of any event or circumstance comprised in or arising as a result of the applicable Restructuring Event. The Issuer undertakes to contact the relevant Rating Agency immediately following that reduction, or where applicable the refusal to assign a rating of at least investment grade, to confirm whether that reduction, or refusal to assign a rating of at least investment grade was the result, in whole or in part, of any event or circumstance comprised in or arising as a result of the applicable Restructuring Event. The Issuer shall notify the Trustee immediately upon receipt of any such confirmation from the relevant Rating Agency. 6.7. Redemption at the Option of Noteholders If Put Option is specified in the relevant Final Terms, the Issuer shall, at the option of any Noteholder, upon such Noteholder giving not less than 15 nor more than 30 days' notice to the Issuer (or such other notice period as may be specified in the relevant Final Terms) redeem such Note on the Optional Redemption Date(s) (as specified in the relevant Final Terms) at its Optional Redemption Amount (as specified in the relevant Final Terms) together with interest accrued to the date fixed for redemption. To exercise such option (which must be exercised on an Option Exercise Date) the holder must deposit (in the case of Bearer Notes) such Note (together with all unmatured Coupons and unexchanged Talons) with any Paying Agent or (in the case of Registered Notes) the Certificate representing such Notes with the Registrar or any Transfer Agent at its specified office, together with a duly completed option exercise notice (" Exercise Notice") in the form obtainable from any Paying Agent, the Registrar or any Transfer Agent (as applicable) within the Noteholders' Option Period (as specified in the Final Terms). No Note or Certificate so deposited and option exercised may be withdrawn (except as provided in the Agency Agreement) without the prior consent of the Issuer. 6.8. Cancellation All Notes redeemed pursuant to any of the foregoing provisions will be cancelled forthwith together with all unmatured Coupons and unexchanged Talons attached thereto. All Notes purchased by or on behalf of the Issuer or any of its Subsidiaries may, at the option of the Issuer be held by or may be surrendered together with all unmatured Coupons and all unexchanged Talons attached to them to a Paying Agent for cancellation, but may not be resold and when held by the Issuer or any of its respective Subsidiaries shall not entitle the holder to vote at any meeting of Noteholders and shall not be deemed to be outstanding for the purposes of calculating quorums at meetings of Noteholders or for the purposes of Condition 12.

11/81536398_4 116 7 Payments and Talons 7.1 Payments: Bearer Notes Payments of principal and interest in respect of Bearer Notes will, subject as mentioned below, be made against presentation and surrender of the relevant Notes (in the case of all payments of principal and, in the case of interest, as specified in Condition 7.6.4) or Coupons (in the case of interest, save as specified in Condition 7.6.4), as the case may be, at the specified office of any Paying Agent outside the United States by a cheque payable in the currency in which such payment is due drawn on, or, at the option of the holder, by transfer to an account denominated in that currency with, a bank in the principal financial centre for that currency; provided that in the case of Euro, the transfer shall be in a city in which banks have access to T2. 7.2 Registered Notes: (a) Payments of principal in respect of Registered Notes shall be made against presentation and surrender of the relevant Certificates at the specified office of any of the Transfer Agents or of the Registrar and in the manner provided in paragraph (b) below. (b) Interest on Registered Notes shall be paid to the person shown on the Register at the close of business on the day before the due date for payment thereof (the Record Date). Payments of interest on each Registered Note shall be made in the relevant currency by cheque drawn on a Bank and mailed to the holder (or to the first named of joint holders) of such Note at its address appearing in the Register. Upon application by the holder to the specified office of the Registrar or any Transfer Agent before the Record Date, such payment of interest may be made by transfer to an account in the relevant currency maintained by the payee with a Bank. 7.3 Payments in the United States Notwithstanding the above, if any Notes are denominated in U.S. dollars, payments in respect of them may be made at the specified office of any Paying Agent in New York City in the same manner as specified above if (a) the Issuer shall have appointed Paying Agents with specified offices outside the United States with the reasonable expectation that such Paying Agents would be able to make payment of the amounts on the Notes in the manner provided above when due, (b) payment in full of such amounts at all such offices is illegal or effectively precluded by exchange controls or other similar restrictions on payment or receipt of such amounts and (c) such payment is then permitted by United States law, without involving, in the opinion of the Issuer, any adverse tax consequence to the Issuer. 7.4 Payments subject to Fiscal Laws etc. Save as provided in Condition 8, payments will be subject in all cases to any applicable fiscal or other laws, regulations and directives in the place of payment and the Issuer will not be liable for any taxes or duties of whatever nature imposed or levied by such laws, regulations, directives or agreements. No commission or expenses shall be charged to the Noteholders or Couponholders in respect of such payments. 7.5 Appointment of Agents The Issuing and Paying Agent, the Paying Agents and the Calculation Agent initially appointed by the Issuer and their respective specified offices are listed below. The Issuing and Paying Agent, the Paying Agents, the Registrar, the Transfer Agents and the Calculation Agent act solely as agents of the Issuer and do not assume any obligation or relationship of 11/81536398_4 117 agency or trust for or with any holder. The Issuer reserves the right at any time with the approval of the Trustee to vary or terminate the appointment of the Issuing and Paying Agent, any other Paying Agent, the Registrar, any Transfer Agent, or the Calculation Agent and to appoint additional or other Paying Agents or Transfer Agents, provided that the Issuer shall at all times maintain (a) an Issuing and Paying Agent, (b) a Registrar in relation to Registered Notes. (c) a Transfer Agent in relation to Registered Notes, (d) a Paying Agent (which may be the Issuing and Paying Agent) having its specified office in a major European city, (e) a Calculation Agent where the Conditions so require one, (f) so long as the Notes are listed on any stock exchange or admitted to listing by any other relevant authority, a Paying Agent having a specified office in such place as may be required by the rules and regulations of any other relevant stock exchange, listing authority or other relevant authority, and (g) so long as the Notes clear in a clearing system other than or in addition to Euroclear and Clearstream, Luxembourg, a Paying Agent that is able to make payments to such clearing system in accordance with the rules and procedure of such clearing system. As used in these Conditions, the terms "Issuing and Paying Agent", "Registrar", "Transfer Agent", "Calculation Agent", and "Paying Agent" include any additional or replacement Issuing and Paying Agent, Registrar, Transfer Agent, Calculation Agent or Paying Agent appointed under this Condition. In addition, the Issuer shall forthwith appoint a Paying Agent in New York City in respect of any Notes denominated in U.S. dollars in the circumstances described in Condition 7.3. Notice of any such change or any change of any specified office shall promptly be given to the Noteholders in accordance with Condition 15. 7.6 Unmatured Coupons and unexchanged Talons 7.6.1 Upon the due date for redemption of any Note, unmatured Coupons relating to such Note (whether or not attached) shall become void and no payment shall be made in respect of them. 7.6.2 Upon the due date for redemption of any Note, any unexchanged Talon relating to such Note (whether or not attached) shall become void and no Coupon shall be delivered in respect of such Talon. 7.6.3 Where any Note which provides that the relevant Coupons are to become void upon the due date for redemption of those Notes is presented for redemption without all unmatured Coupons, and where any Note is presented for redemption without any unexchanged Talon relating to it, redemption shall be made only against the provision of such indemnity as the Issuer may require. 7.6.4 If the due date for redemption of any Note is not a due date for payment of interest, interest accrued from the preceding due date for payment of interest or the Interest Commencement Date, as the case may be, shall only be payable against presentation (and surrender if appropriate) of the relevant Note or Certificate representing it. Interest accrued on a Note that only bears interest after its Maturity Date shall be payable on redemption of that Note against presentation of that Note as the case may be. 7.7 Non-Business Days If any date for payment in respect of any Note or Coupon is not a business day, the holder shall not be entitled to payment until the next following business day nor to any interest or other sum in respect of such postponed payment. In this paragraph, "business day" means a day (other than a Saturday or a Sunday) on which banks and foreign exchange markets are

11/81536398_4 118 open for business in the relevant place of presentation, in such jurisdictions as shall be specified as "Financial Centres" in the relevant Final Terms and: 7.7.1 (in the case of a payment in a currency other than Euro) where payment is to be made by transfer to an account maintained with a bank in the relevant currency, on which foreign exchange transactions may be carried on in the relevant currency in the principal financial centre of the country of such currency (which in the case of Australian dollars is Sydney); or 7.7.2 (in the case of a payment in Euro) which is a T2 Business Day. 7.8 Talons On or after the Interest Payment Date for the final Coupon forming part of a Coupon sheet issued in respect of any Note, the Talon forming part of such Coupon sheet may be surrendered at the specified office of the Issuing and Paying Agent in exchange for a further Coupon sheet (but excluding any Coupons which may have become void pursuant to Condition 9). 8 Taxation All payments of principal and interest by or on behalf of the Issuer in respect of the Notes and the Coupons will be made without withholding or deduction for or on account of, any present or future taxes or duties of whatever nature imposed or levied by or on behalf of the United Kingdom or any political sub-division of the United Kingdom or any authority in or of the United Kingdom having power to tax, unless such withholding or deduction is compelled by law. In that event, the Issuer will pay such additional amounts of principal and interest as will result in the receipt by the Noteholders or, as the case may be, the Couponholders of the amounts which would otherwise have been received by them in respect of the Notes or Coupons had no withholding or deduction been made, except that no such additional amounts shall be payable in respect of any Note or Coupon presented for payment: (a) by or on behalf of, a person who is liable to such taxes or duties in respect of such Note or Coupon by reason of his having some connection with the United Kingdom other than the mere holding of such Note or Coupon; or (b) by or on behalf of a person who would not be liable or subject to such deduction or withholding by making a declaration of non-residence or other claim for exemption to a tax authority; or (c) more than 30 days after the Relevant Date except to the extent that the holder would have been entitled to such additional amounts on presenting the same for payment on such 30th day. Notwithstanding any other provision of the Terms and Conditions or the Trust Deed, any amounts to be paid on the Notes by or on behalf of the Issuer, will be paid net of any deduction or withholding imposed or required pursuant to an agreement described in Section 1471(b) of the US Internal Revenue Code of 1986, as amended (the "Code"), or otherwise imposed pursuant to Sections 1471 through 1474 of the Code (or any regulations thereunder or official interpretations thereof) or an intergovernmental agreement between the United States and another jurisdiction facilitating the implementation thereof (or any fiscal or regulatory legislation, rules or practices implementing such an intergovernmental agreement) (any such withholding or deduction, a "FATCA Withholding"). Neither the Issuer nor any other person will be required to pay any additional amounts in respect of FATCA Withholding. 11/81536398_4 119 As used in these Conditions, "Relevant Date" in respect of any Note or Coupon means the date on which payment in respect of it first becomes due or (if any amount of the money payable is improperly withheld or refused) the date on which payment in full of the amount outstanding is made or (if earlier) the date on which notice is duly given to the Noteholders in accordance with Condition 15 that, upon further presentation of the Note (or relative Certificate) or Coupon being made in accordance with the Conditions, such payment will be made, provided that payment is in fact made upon such presentation. References in these Conditions to (a) "principal" shall be deemed to include any premium payable in respect of the Notes, Final Redemption Amounts, Early Redemption Amounts, Optional Redemption Amounts, Amortised Face Amounts and all other amounts in the nature of principal payable pursuant to Condition 6 or any amendment or supplement to it, (b) "interest" shall be deemed to include all Interest Amounts and all other amounts payable pursuant to Condition 4 or any amendment or supplement to it and (c) "principal" and/or "interest" shall be deemed to include any additional amounts which may be payable under this Condition or any undertaking given in addition to or in substitution for it under the Trust Deed. 9 Prescription Claims against the Issuer for payment in respect of the Notes and Coupons (which, for this purpose, shall not include Talons) shall be prescribed and become void unless presented for payment within 10 years (in the case of principal) or five years (in the case of interest) from the appropriate Relevant Date in respect of them. 10 Events of Default If any of the following events (each an "Event of Default") occurs and is continuing, the Trustee at its discretion may, and if so requested by the holders of at least one-quarter in nominal amount of the Notes then outstanding or if so directed by an Extraordinary Resolution shall (subject in each case to being indemnified and/or secured and/or prefunded to its satisfaction), give notice to the Issuer at its registered office that the Notes are, and they shall accordingly immediately become due and repayable at their Redemption Amount together with accrued interest (if any) to the date of payment: (a) Non-Payment: there is default for more than 30 days in the payment of any principal or interest due in respect of the Notes; or (b) Breach of Other Obligations: there is default in the performance or observance by the Issuer of any other obligation or provision under the Trust Deed or the Notes (other than any obligation for the payment of any principal or interest in respect of the Notes) which default is incapable of remedy or, if in the opinion of the Trustee capable of remedy, is not remedied within 90 days after notice of such default shall have been given to the Issuer by the Trustee; or (c) Cross-Acceleration: if (i) any other present or future Relevant Indebtedness of the Issuer becomes due and payable prior to its stated maturity by reason of any actual event of default or (ii) any amount in respect of such Relevant Indebtedness is not paid when due or, as the case may be, within any applicable grace period, provided that the aggregate amount of the Relevant Indebtedness in respect of which one or more of the events mentioned above in this paragraph (c) have occurred equals or exceeds £100,000,000. (d) Winding-up: a resolution is passed, or a final order of a court in the United Kingdom is made and, where possible, not discharged or stayed within a period of 90 days, that the Issuer be wound up or dissolved; or (e) Enforcement Proceedings: attachment is made of the whole or substantially the whole of the assets or undertakings of the Issuer and such attachment is not released or cancelled within 90 days or an encumbrancer takes possession or an administrative or other receiver or similar

11/81536398_4 120 officer is appointed of the whole or substantially the whole of the assets or undertaking of the Issuer or an administration or similar order is made in relation to the Issuer and such taking of possession, appointment or order is not released, discharged or cancelled within 90 days; or (f) Insolvency: the Issuer ceases to carry on all or substantially all of its business or is unable to pay its debts within the meaning of Section 123(1)(e) or Section 123(2) of the Insolvency Act 1986; or (g) Bankruptcy: the Issuer is adjudged bankrupt or insolvent by a court of competent jurisdiction in its country of incorporation, provided that in the case of paragraph (b) the Trustee shall have certified that in its opinion such event is materially prejudicial to the interests of the Noteholders. 11 Enforcement The Trustee may, at its discretion and without further notice, institute such actions, steps or proceedings against the Issuer as it may think fit to enforce any obligation, condition or provision binding on the Issuer under the Notes or under the Trust Deed, but shall not be bound to do so unless: (a) it has been so directed by an Extraordinary Resolution or in writing by the holders of at least one-quarter of the principal amount of the Notes outstanding; and (b) it has been indemnified and/or secured and/or prefunded to its satisfaction. No Noteholder or Couponholder shall be entitled to institute such actions, steps or proceedings directly against the Issuer unless the Trustee, having become bound to proceed as specified above, fails or is unable to do so within 60 days and such failure or inability is continuing. 12 Meetings of Noteholders, Modifications and Substitution 12.1 Meetings of Noteholders The Trust Deed contains provisions for convening meetings of Noteholders (including, in respect of the Trust Deed, meetings held by way of audio or video conference) to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution (as defined in the Trust Deed) of a modification of any of these Conditions or any provisions of the Trust Deed. An Extraordinary Resolution duly passed at any such meeting shall be binding on all Noteholders (whether or not they were present at the meeting at which such resolution was passed) and Couponholders, except that any Extraordinary Resolution proposed, inter alia, (a) to amend the dates of maturity or redemption of the Notes or any date for payment of interest on the Notes, (b) to reduce or cancel the nominal amount of, or any premium payable on redemption of, the Notes, (c) 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, (d) if a Minimum and/or a Maximum Rate of Interest is shown on the face of the Note, to reduce any such Minimum and/or Maximum Rate of Interest, (e) to vary any method of calculating the Final Redemption Amount, the Early Redemption Amount or the Optional Redemption Amount, (f) to take any steps that as specified in this Note may only be taken following approval by an Extraordinary Resolution to which the special quorum provisions apply, and (g) to modify the provisions concerning the quorum required at any meeting of Noteholders or the majority required to pass the Extraordinary Resolution will only be binding if passed at a meeting of the Noteholders (or at any adjournment of that meeting) at which a special quorum (as defined in the Trust Deed) is present. A resolution in writing signed by the holders of not less than 95 per cent. in nominal amount of the Notes will be 11/81536398_4 121 binding on all Noteholders and Couponholders. The Issuer may convene a meeting of Noteholders jointly with the holders of all other Notes issued pursuant to the Agency Agreement and not forming a single series with the Notes to which meeting the provisions referred to above apply as if all such Notes formed part of the same series, provided that the proposals to be considered at such meeting affect the rights of the holders of the Notes of each series attending the meeting in identical respects (save insofar as the Conditions applicable to each such series are not identical). 12.2 Modification of the Trust Deed The Trustee may agree, without the consent of the Noteholders or Couponholders, to (a) any modification of any of the provisions of the Trust Deed, the Notes, the Coupons or these Conditions that is of a formal, minor or technical nature or is made to correct a manifest error, and (b) any other modification (except as mentioned in the Trust Deed), and any waiver or authorisation of any breach or proposed breach, of any of the provisions of the Trust Deed, the Notes, the Coupons or these Conditions that is in the opinion of the Trustee not materially prejudicial to the interests of the Noteholders. In addition, the Trustee shall be obliged to concur with the Issuers in using its reasonable endeavours to effect any Benchmark Amendments in the circumstances and as otherwise set out in Condition 4.10 without the consent or approval of the Noteholders and Couponholders. Any such modification, authorisation or waiver shall be binding on all Noteholders and Couponholders and, if the Trustee so requires, such modification shall be notified to the Noteholders as soon as practicable. 12.3 Substitution The Trust Deed contains provisions permitting the Trustee to agree, subject to such amendment of the Trust Deed and such other conditions as the Trustee may require, but without the consent of the Noteholders or the Couponholders, to the substitution of any other company in place of the Issuer or of any previous substituted company, as principal debtor under the Trust Deed and the Notes. In the case of such a substitution the Trustee may agree, without the consent of the Noteholders or the Couponholders, to a change of the law governing the Notes, the Coupons, the Talons and/or the Trust Deed provided that such change would not in the opinion of the Trustee be materially prejudicial to the interests of the Noteholders. 12.4 Entitlement of the Trustee In connection with the exercise of its functions (including but not limited to those referred to in this Condition) the Trustee shall have regard to the interests of the Noteholders as a class and shall not have regard to the consequences of such exercise for individual Noteholders or Couponholders and the Trustee shall not be entitled to require, nor shall any Noteholder or Couponholder be entitled to claim, from the Issuer any indemnification or payment in respect of any tax consequence of any such exercise upon individual Noteholders or Couponholders. 13 Replacement of Notes, Certificates, Coupons and Talons If a Note, Certificate, Coupon or Talon is lost, stolen, mutilated, defaced or destroyed, it may be replaced, subject to applicable laws, listing authority and stock exchange regulations, at the specified office of such other Paying Agent (in the case of Bearer Notes, Coupons or Talons) and of the Registrar or Transfer Agent (in the case of Certificates) as may from time to time be designated by the Issuer for the purpose and notice of whose designation is given to Noteholders in accordance with Condition 15 on payment by the claimant of the fees and costs incurred in connection with that replacement and on such terms as to evidence, security and indemnity (which

11/81536398_4 122 may provide, inter alia, that if the allegedly lost, stolen or destroyed Note, Certificates, Coupon or Talon is subsequently presented for payment or, as the case may be, for exchange for further Certificates, Coupons, there shall be paid to the Issuer on demand the amount payable by the Issuer in respect of such Notes, Coupons or further Coupons) and otherwise as the Issuer may require. Mutilated or defaced Notes, Coupons or Talons must be surrendered before replacements will be issued. 14 Further Issues The Issuer may from time to time without the consent of the Noteholders or Couponholders create and issue further Notes having the same terms and conditions as the Notes and so that such further issue shall be consolidated and form a single series with such Notes. References in these Conditions to the Notes include (unless the context requires otherwise) any other Notes issued pursuant to this Condition and forming a single series with the Notes. Any such further Notes forming a single series with Notes constituted by the Trust Deed or any deed supplemental to it shall, and any other Notes may (with the consent of the Trustee), be constituted by the Trust Deed. The Trust Deed contains provisions for convening a single meeting of the Noteholders and the holders of Notes of other series if the Trustee so decides. 15 Notices Notices to the holders of Registered Notes shall be mailed to them at their respective address in the Register and deemed to have been given on the fourth weekday (being a day other than a Saturday or a Sunday) after the date of mailing. Notices to the holders of Bearer Notes shall be valid if published in a daily English language newspaper of general circulation in the United Kingdom (which is expected to be the Financial Times). If in the opinion of the Trustee any such publication is not practicable, notice shall be validly given if published in another leading daily English language newspaper with general circulation in Europe. Any such notice shall be deemed to have been given on the date of such publication or, if published more than once or on different dates, on the first date on which publication is made, as provided above. Couponholders shall be deemed for all purposes to have notice of the contents of any notice given to the holders of Notes in accordance with this Condition. 16 Indemnification of Trustee The Trust Deed contains provisions for the indemnification of the Trustee and for its relief from responsibility, including but not limited to provisions relieving it from any obligation to (a) appoint an independent financial adviser and (b) take proceedings to enforce repayment unless indemnified to its satisfaction. The Trustee is entitled to enter into business transactions with the Issuer or any of its subsidiary undertakings, parent undertakings, joint ventures or associated undertakings without accounting for any profit resulting from these transactions and to act as trustee for the holders of any other securities issued by the Issuer or any of its subsidiary undertakings, parent undertakings, joint ventures or associated undertakings. 17 Contracts (Rights of Third Parties) Act 1999 No person shall have any right to enforce any term or condition of the Notes under the Contracts (Rights of Third Parties) Act 1999. 11/81536398_4 123 18 Governing Law and Jurisdiction 18.1 The Notes, the Coupons and any non-contractual obligations arising out of or connected with them are governed by, and shall be construed in accordance with, English law. 18.2 The courts of England have exclusive jurisdiction to settle any dispute (a "Dispute"), arising from or connected with the Notes. 18.3 The Issuer agrees that the courts of England are the most appropriate and convenient courts to settle any Dispute and, accordingly, that it will not argue to the contrary. 18.4 Nothing in this Condition 18 prevents the Trustee or any Noteholder from taking proceedings relating to a Dispute ("Proceedings") in any other courts with jurisdiction. To the extent allowed by law, the Trustee or Noteholders may take concurrent Proceedings in any number of jurisdictions.

11/81536398_4 124 SCHEDULE 5 FORM OF COUPON On the front: [ISSUER] EURO MEDIUM TERM NOTE PROGRAMME Series No. [•] [Title of issue] Coupon for [[set out amount due, if known]/the amount] due on [the Interest Payment Date falling in]*[•],[•]. [Coupon relating to Note in the nominal amount of [•]]** This Coupon is payable to bearer (subject to the Conditions endorsed on the Note to which this Coupon relates, which shall be binding upon the holder of this Coupon whether or not it is for the time being attached to such Note) at the specified offices of the Issuing and Paying Agent and the Paying Agents set out on the reverse hereof (or any other Issuing and Paying Agent or further or other Paying Agents or specified offices duly appointed or nominated and notified to the Noteholders). [If the Note to which this Coupon relates shall have become due and payable before the maturity date of this Coupon, this Coupon shall become void and no payment shall be made in respect of it.]*** ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. [ISSUER] By: [Cp. No.] [Denomination] [ISIN] [Series] [Certif. No.] 11/81536398_4 125 On the back: ISSUING AND PAYING AGENT [•] PAYING AGENT[S] [•] [•] [*Only necessary where Interest Payment Dates are subject to adjustment in accordance with a Business Day Convention otherwise the particular interest Payment Date should be specified.] [**Only required for Coupons relating to Floating Rate or Index Linked Interest Notes that are issued in more than one denomination.] [***Delete if Coupons are not to become void upon early redemption of Note.]

11/81536398_4 126 SCHEDULE 6 FORM OF TALON On the front: [ISSUER] EURO MEDIUM TERM NOTE PROGRAMME Series No. [•] [Title of issue] Talon for further Coupons falling due on [the Interest Payment Dates falling in]*[][]. [Talon relating to Note in the nominal amount of [•]]** After all the Coupons relating to the Note to which this Talon relates have matured, further Coupons (including if appropriate a Talon for further Coupons) shall be issued at the specified office of the Issuing and Paying Agent set out on the reverse hereof (or any other Issuing and Paying Agent or specified office duly appointed or nominated and notified to the Noteholders) upon production and surrender of this Talon. If the Note to which this Talon relates shall have become due and payable before the original due date for exchange of this Talon, this Talon shall become void and no exchange shall be made in respect of it. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. [ISSUER] By: [Talon No.] [ISIN] [Series] [Certif. No.] 11/81536398_4 127 On the back: ISSUING AND PAYING AGENT [•] [* The maturity dates of the relevant Coupons should be set out if known, otherwise reference should be made to the months and years in which the Interest Payment Dates fall due.] [** Only required where the Series comprises Notes of more than one denomination.]

11/81536398_4 128 SCHEDULE 7 PROVISIONS FOR MEETINGS OF NOTEHOLDERS Interpretation 1. In this Schedule: (a) references to a meeting are to a meeting of Noteholders of one or more Series of Notes issued by the relevant Issuer and include, unless the context otherwise requires, any adjournment; (b) references to "Notes" and "Noteholders" are only to the Notes of the one or more Series in respect of which a meeting has been, or is to be, called, and to the holders of these Notes, respectively; (c) "agent" means a holder of a voting certificate or a proxy for, or representative of, a Noteholder; (d) "block voting instruction" means an instruction issued in accordance with paragraphs 8 to 14; (e) "electronic platform" means any form of telephony or electronic platform and includes, without limitation, telephone and video conference call and application technology systems; (f) "Extraordinary Resolution" means a resolution passed at a meeting duly convened and held in accordance with this Trust Deed by a majority of at least 75 per cent. of the votes cast; (g) "hybrid meeting" means a combined physical meeting and virtual meeting convened pursuant to this Schedule by the relevant Issuer or the Trustee at which persons may attend either at the physical location specified in the notice of such meeting or via an electronic platform; (h) "meeting" means a meeting convened pursuant to this Schedule by the relevant Issuer or the Trustee and whether held as a physical meeting or as a virtual meeting or as a hybrid meeting; (i) "proxy" has the meaning given to it in paragraph 9(f) below; (j) "required proportion" means the proportion of the Notes shown by the table in paragraph 19 below; (k) "virtual meeting" means any meeting held via an electronic platform; (l) "voting certificate" means a certificate issued in accordance with paragraphs 5, 6, 7 and 14; and (m) references to persons representing a proportion of the Notes are to Noteholders or agents holding or representing in the aggregate at least that proportion in nominal amount of the Notes for the time being outstanding. Powers of meetings 2. A meeting shall, subject to the Conditions and without prejudice to any powers conferred on other persons by this Trust Deed, have power by Extraordinary Resolution: 11/81536398_4 129 (a) to approve proposals relating to reserved matters listed in Condition 12 (Meetings of Noteholders, Modifications and Substitution); (b) to sanction any proposal by the relevant Issuer or the Trustee for any modification, abrogation, variation or compromise of, or arrangement in respect of, the rights of the Noteholders and/or the Couponholders against the relevant Issuer, whether or not those rights arise under this Trust Deed; (c) to assent to any modification of this Trust Deed, the Notes, the Talons or the Coupons proposed by the relevant Issuer or the Trustee; (d) to authorise anyone (including the Trustee) to concur in and do anything necessary to carry out and give effect to an Extraordinary Resolution; (e) to give any authority, direction or sanction required to be given by Extraordinary Resolution; (f) to appoint any persons (whether Noteholders or not) as a committee or committees to represent the Noteholders' interests and to confer on them any powers or discretions which the Noteholders could themselves exercise by Extraordinary Resolution; (g) to approve a proposed new Trustee and to remove a Trustee; (h) (other than as permitted under Clause 15.2 of this Trust Deed) to approve the substitution of any entity for the relevant Issuer (or any previous substitute) as principal debtor under this Trust Deed; and (i) to discharge or exonerate the Trustee from any liability in respect of any act or omission for which it may become responsible under this Trust Deed, the Notes, the Talons or the Coupons, provided that the special quorum provisions in paragraph 19 shall apply to any Extraordinary Resolution (a "special quorum resolution") for the purpose of sub-paragraph 2(b) or 2(h), any of the proposals listed in Condition 12.1 (Meetings of Noteholders) or any amendment to this proviso. Convening a meeting 3. The relevant Issuer or the Trustee may at any time convene a meeting. If it receives a written request by Noteholders holding at least 10 per cent. in nominal amount of the Notes of any Series for the time being outstanding and is indemnified and/or secured and/or pre-funded to its satisfaction against all costs and expenses, the Trustee shall convene a meeting of the Noteholders of that Series. Every meeting shall be held on a date and at a time and place approved by the Trustee. 4. At least 21 days' notice (exclusive of the day on which the notice is given and of the day of the meeting) shall be given to the Noteholders and the Paying Agents in relation to the Bearer Notes and the Registrar in relation to the Registered Notes (with a copy to the relevant Issuer). A copy of the notice shall be given by the party convening the meeting to the other parties. The notice shall specify the day, time and the place of meeting and, unless the Trustee otherwise agrees, the nature of the resolutions to be proposed and shall explain how Noteholders may appoint proxies or representatives, obtain voting certificates and use block voting instructions and the details of the time limits applicable. Arrangements for voting

11/81536398_4 130 5. If a holder of a Bearer Note wishes to obtain a voting certificate in respect of it for a meeting, he must deposit it for that purpose at least 48 hours before the time fixed for the meeting with a Paying Agent or to the order of a Paying Agent with a bank or other depositary nominated by the Paying Agent for the purpose. The Paying Agent shall then issue a voting certificate in respect of it. 6. A voting certificate shall: (a) be a document in the English language; (b) be dated; (c) specify the meeting concerned and the serial numbers of the Notes deposited; and (d) entitle, and state that it entitles, its bearer to attend and vote at that meeting in respect of those Notes. 7. Once a Paying Agent has issued a voting certificate for a meeting in respect of a Note, it shall not release the Note until either: (a) the meeting has been concluded; or (b) the voting certificate has been surrendered to the Paying Agent. 8. If a holder of a Bearer Note wishes the votes attributable to it to be included in a block voting instruction for a meeting, then, at least 48 hours before the time fixed for the meeting, (i) he must deposit the Note for that purpose with a Paying Agent or to the order of a Paying Agent with a bank or other depositary nominated by the Paying Agent for the purpose and (ii) he or a duly authorised person on his behalf must direct the Paying Agent how those votes are to be cast. The Paying Agent shall issue a block voting instruction in respect of the votes attributable to all Notes so deposited. 9. A block voting instruction shall: (a) be a document in the English language; (b) be dated; (c) specify the meeting concerned; (d) list the total number and serial numbers of the Notes deposited, distinguishing with regard to each resolution between those voting for and those voting against it; (e) certify that such list is in accordance with Notes deposited and directions received as provided in paragraphs 8, 11 and 14; and (f) appoint a named person (a "proxy") to vote at that meeting in respect of those Notes and in accordance with that list. A proxy need not be a Noteholder. 10. Once a Paying Agent has issued a block voting instruction for a meeting in respect of the votes attributable to any Notes: (a) it shall not release the Notes, except as provided in paragraph 11, until the meeting has been concluded; and 11/81536398_4 131 (b) the directions to which it gives effect may not be revoked or altered during the 48 hours before the time fixed for the meeting. 11. If the receipt for a Note deposited with a Paying Agent in accordance with paragraph 8 is surrendered to the Paying Agent at least 48 hours before the time fixed for the meeting, the Paying Agent shall release the Note and exclude the votes attributable to it from the block voting instruction. 12. Each block voting instruction shall be deposited at least 24 hours before the time fixed for the meeting at such place as the Trustee shall designate or approve, and in default it shall not be valid unless the chairman of the meeting decides otherwise before the meeting proceeds to business. If the Trustee requires, a notarially certified copy of each block voting instruction shall be produced by the proxy at the meeting but the Trustee need not investigate or be concerned with the validity of the proxy's appointment. 13. A vote cast in accordance with a block voting instruction shall be valid even if it or any of the Noteholders' instructions pursuant to which it was executed has previously been revoked or amended, unless written intimation of such revocation or amendment is received from the relevant Paying Agent by the relevant Issuer or the Trustee at its registered office or by the chairman of the meeting in each case at least 24 hours before the time fixed for the meeting. 14. No Note may be deposited with or to the order of a Paying Agent at the same time for the purposes of both paragraph 5 and paragraph 8 for the same meeting. 15. (a) A holder of a Registered Note may, by an instrument in writing in the form available from the specified office of a Transfer Agent in the English language executed by or on behalf of the holder and delivered to the Transfer Agent at least 48 hours before the time fixed for a meeting, appoint any person (a proxy) to act on his behalf in connection with that meeting. A proxy need not be a Noteholder. (b) A corporation which holds a Registered Note may by delivering to a Transfer Agent at least 24 hours before the time fixed for a meeting a certified copy of a resolution of its directors or other governing body (with, if it is not in English, a certified translation into English) authorise any person to act as its representative (a "representative") in connection with that meeting. Chairman 16. The chairman of a meeting shall be such person as the Trustee may nominate in writing, but if no such nomination is made or if the person nominated is not present within 15 minutes after the time fixed for the meeting the Noteholders or agents present shall choose one of their number to be chairman, failing which the relevant Issuer may appoint a chairman. The chairman need not be a Noteholder or agent. The chairman of an adjourned meeting need not be the same person as the chairman of the original meeting. Attendance 17. The following may attend and speak at a meeting: (a) Noteholders and agents; (b) the chairman;

11/81536398_4 132 (c) the relevant Issuer and the Trustee (through their respective representatives) and their respective financial and legal advisers; (d) the Dealers and their advisers; (e) any other person approved by the meeting or the Trustee; and (f) in relation to Registered Notes, the Registrar, or in relation to Bearer Notes, the Issuing and Paying Agent. No-one else may attend or speak. Quorum and Adjournment 18. No business (except choosing a chairman) shall be transacted at a meeting unless a quorum is present at the commencement of business. If a quorum is not present within 15 minutes from the time initially fixed for the meeting, it shall, if convened on the requisition of Noteholders or if the relevant Issuer and the Trustee agree, be dissolved. In any other case it shall be adjourned until such date, not less than 14 nor more than 42 days later, and time and place as the chairman may decide. If a quorum is not present within 15 minutes from the time fixed for a meeting so adjourned, the meeting shall be dissolved. 19. Two (or in the case of an adjourned meeting one) or more Noteholders or agents present in person shall be a quorum provided, however, that, so long as at least the required proportion of the aggregate principal amount of the outstanding Notes is represented by, in the case of Bearer Notes, the Global Notes or, in the case of Registered Notes, the Global Certificates or a single Certificate, in the context of Registered Notes, an agent appointed in relation thereto or a Noteholder of the Notes represented thereby shall be deemed to be two voters (or in the case of an adjourned meeting, one voter) for the purpose of forming a quorum: (a) in the cases marked "No minimum proportion" in the table below, whatever the proportion of the Notes which they represent; and (b) in any other case, only if they represent, in nominal amount of the affected Series of Notes for the time being outstanding, the proportion of the Notes shown by the table below. COLUMN 1 COLUMN 2 COLUMN 3 Purpose of meeting Any meeting except one referred to in column 3 Required proportion Meeting previously adjourned through want of a quorum Required proportion To pass a special quorum resolution Two thirds One third To pass any other Extraordinary Resolution One more than 50 per cent. No minimum proportion Any other purpose 10 per cent. No minimum proportion 20. The chairman may with the consent of (and shall if directed by) a meeting adjourn the meeting from time to time and from place to place. Only business which could have been transacted at 11/81536398_4 133 the original meeting may be transacted at a meeting adjourned in accordance with this paragraph or paragraph 18. 21. At least ten days' notice of a meeting adjourned through want of a quorum shall be given in the same manner as for an original meeting and that notice shall state the quorum required at the adjourned meeting. No notice need, however, otherwise be given of an adjourned meeting. Voting 22. Each question submitted to a meeting shall be decided by a show of hands unless a poll is (before, or on the declaration of the result of, the show of hands) demanded by the chairman, the relevant Issuer, the Trustee or one or more persons holding one or more Notes or voting certificates representing 2 per cent. of the Notes. 23. Unless a poll is demanded a declaration by the chairman that a resolution has or has not been passed shall be conclusive evidence of the fact without proof of the number or proportion of the votes cast in favour of or against it. 24. If a poll is demanded, it shall be taken in such manner and (subject as provided below) either at once or after such adjournment as the chairman directs. The result of the poll shall be deemed to be the resolution of the meeting at which it was demanded as at the date it was taken. A demand for a poll shall not prevent the meeting continuing for the transaction of business other than the question on which it has been demanded. 25. A poll demanded on the election of a chairman or on a question of adjournment shall be taken at once. 26. On a show of hands every person who is present in person and who produces a Bearer Note, a Certificate of which he is the registered holder or a voting certificate or is a proxy or representative has one vote. On a poll every such person has one vote in respect of each integral currency unit of the Specified Currency of such Series of Notes so produced or represented by the voting certificate so produced or for which he is a proxy or representative. Without prejudice to the obligations of proxies, a person entitled to more than one vote need not use them all or cast them all in the same way. 27. In case of equality of votes the chairman shall both on a show of hands and on a poll have a casting vote in addition to any other votes which he may have. Effect and Publication of an Extraordinary Resolution 28. An Extraordinary Resolution shall be binding on all the Noteholders, whether or not present at the meeting, and on all the Couponholders and each of them shall be bound to give effect to it accordingly. The passing of such a resolution shall be conclusive evidence that the circumstances justify its being passed. The relevant Issuer shall give notice of the passing of an Extraordinary Resolution to Noteholders and, in relation to Bearer Notes, to the Paying Agents, and in relation to Registered Notes, to the Registrar within 14 days but failure to do so shall not invalidate the resolution. Minutes 29. Minutes shall be made of all resolutions and proceedings at every meeting and, if purporting to be signed by the chairman of that meeting or of the next succeeding meeting, shall be conclusive evidence of the matters in them. Unless and until the contrary is proved, every meeting for which minutes have been so made and signed shall be deemed to have been duly convened and held and all resolutions passed or proceedings transacted at it to have been duly passed and transacted.

11/81536398_4 134 Written Resolutions 30. A written resolution signed by the holders of not less than 95 per cent., in nominal amount of the Notes outstanding shall take effect as if it were an Extraordinary Resolution. 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. Trustee's Power to Prescribe Regulations 31. Subject to all other provisions in this Trust Deed the Trustee may without the consent of the Noteholders prescribe such further regulations regarding the holding of meetings and attendance and voting at them as it in its sole discretion determines including (without limitation) such requirements as the Trustee thinks reasonable to satisfy itself that the persons who purport to make any requisition in accordance with this Trust Deed are entitled to do so and as to the form of voting certificates or block voting instructions so as to satisfy itself that persons who purport to attend or vote at a meeting are entitled to do so. 32. The foregoing provisions of this Schedule shall have effect subject to the following provisions: (a) Meetings of Noteholders of separate Series will normally be held separately. However, the Trustee may from time to time determine that meetings of Noteholders of separate Series shall be held together. (b) A resolution that in the opinion of the Trustee affects one Series alone shall be deemed to have been duly passed if passed at a separate meeting of the Noteholders of the Series concerned. (c) A resolution that in the opinion of the Trustee affects the Noteholders of more than one Series but does not give rise to a conflict of interest between the Noteholders of the different Series concerned shall be deemed to have been duly passed if passed at a single meeting of the Noteholders of the relevant Series provided that for the purposes of determining the votes a Noteholder is entitled to cast pursuant to paragraph 26, each Noteholder shall have one vote in respect of each £1,000 nominal amount of Notes held, converted, if such Notes are not denominated in sterling, in accordance with Subclause 11.16 (Currency Conversion). (d) A resolution that in the opinion of the Trustee affects the Noteholders of more than one Series and gives or may give rise to a conflict of interest between the Noteholders of the different Series concerned shall be deemed to have been duly passed only if it shall be duly passed at separate meetings of the Noteholders of the relevant Series. (e) To all such meetings as aforesaid all the preceding provisions of this Schedule shall mutatis mutandis apply as though references therein to Notes and to Noteholders were references to the Notes and Noteholders of the Series concerned. Additional provisions applicable to Virtual and/or Hybrid meetings 33. The relevant Issuer (with the Trustee's prior approval) or the Trustee in its sole discretion may decide to hold a virtual meeting or a hybrid meeting and, in such case, shall provide details of the means for Noteholders or their proxies or representatives to attend, participate in and/or speak at the meeting, including the electronic platform to be used. 34. The relevant Issuer or the chair (in each case, with the Trustee's prior approval) or the Trustee in its sole discretion may make any arrangement and impose any requirement or restriction as is necessary to ensure the identification of those entitled to take part in the virtual meeting or 11/81536398_4 135 hybrid meeting and the suitability of the electronic platform. All documentation that is required to be passed between persons at or for the purposes of the virtual meeting or persons attending the hybrid meeting via the electronic platform (in each case, in whatever capacity) shall be communicated by email (or such other medium of electronic communication as the trustee may approve). 35. All resolutions put to a virtual meeting or a hybrid meeting shall be voted on by a poll in accordance with paragraphs 24-27 above (inclusive). 36. Persons seeking to attend, participate in, speak at or join a virtual meeting or a hybrid meeting via the electronic platform shall be responsible for ensuring that they have access to the facilities (including, without limitation, it systems, equipment and connectivity) which are necessary to enable them to do so. 37. In determining whether persons are attending, participating in or joining a virtual meeting or a hybrid meeting via the electronic platform, it is immaterial whether any two or more members attending it are in the same physical location as each other or how they are able to communicate with each other. 38. Two or more persons who are not in the same physical location as each other attend a virtual meeting or a hybrid meeting if their circumstances are such that if they have (or were to have) rights to speak or vote at that meeting, they are (or would be) able to exercise them. 39. The chair of the meeting reserves the right to take such steps as the chair shall determine in its absolute discretion to avoid or minimise disruption at the meeting, which steps may include (without limitation), in the case of a virtual meeting or a hybrid meeting, muting the electronic connection to the meeting of the person causing such disruption for such period of time as the chair may determine. 40. The relevant Issuer (with the Trustee's prior approval) or the Trustee in its sole discretion may make whatever arrangements they consider appropriate to enable those attending a virtual meeting or a hybrid meeting to exercise their rights to speak or vote at it. 41. A person is able to exercise the right to speak at a virtual meeting or a hybrid meeting when that person is in a position to communicate to all those attending the meeting, during the meeting, as contemplated by the relevant provisions of this schedule. 42. A person is able to exercise the right to vote at a virtual meeting or a hybrid meeting when: (a) that person is able to vote, during the meeting, on resolutions put to the vote at the meeting; and (b) that person's vote can be taken into account in determining whether or not such resolutions are passed at the same time as the votes of all the other persons attending the meeting who are entitled to vote at such meeting. 43. The Trustee shall not be responsible or liable to the relevant Issuer or any other person for the security of the electronic platform used for any virtual meeting or hybrid meeting or for accessibility or connectivity or the lack of accessibility or connectivity to any virtual meeting or hybrid meeting. THIS DEED is delivered on the date stated at the beginning.

Signatories NATIONAL GRID ELECTRICITY DISTRIBUTION (EAST MIDLANDS) PLC EXECUTED as a deed by NATIONAL GRID ELECTRICITY DISTRIBUTION (EAST MIDLANDS) PLC ) ) acting by ) ........................................................... ) Director ) ........................................................... ) Company Secretary DocuSign Envelope ID: FAE72B9E-03CF-4021-812A-4A8C6CEFEE3F NATIONAL GRID ELECTRICITY DISTRIBUTION (SOUTH WALES) PLC EXECUTED as a deed by NATIONAL GRID ELECTRICITY DISTRIBUTION (SOUTH WALES) PLC ) ) acting by ) ........................................................... ) Director ) ........................................................... ) Company Secretary DocuSign Envelope ID: FAE72B9E-03CF-4021-812A-4A8C6CEFEE3F

NATIONAL GRID ELECTRICITY DISTRIBUTION (SOUTH WEST) PLC EXECUTED as a deed by NATIONAL GRID ELECTRICITY DISTRIBUTION (SOUTH WEST) PLC ) ) acting by ) ........................................................... ) Director ) ........................................................... ) Company Secretary DocuSign Envelope ID: FAE72B9E-03CF-4021-812A-4A8C6CEFEE3F NATIONAL GRID ELECTRICITY DISTRIBUTION (WEST MIDLANDS) PLC EXECUTED as a deed by NATIONAL GRID ELECTRICITY DISTRIBUTION (WEST MIDLANDS) PLC ) ) acting by ) ........................................................... ) Director ) ........................................................... ) Company Secretary DocuSign Envelope ID: FAE72B9E-03CF-4021-812A-4A8C6CEFEE3F

Exhibit 4(a).1 REDACTED VERSION FOR INFORMATION ONLY The securities offered pursuant to the rights issue have not been and will not be registered under the United States Securities Act of 1933 and may not be offered or sold in the United States unless in a transaction that is registered thereunder or exempt from the registration requirements thereof. No public offer has been or will be made in or into the United States. Certain identified information has been omitted from this document because it is not material and is customarily and actually treated as private or confidential, and has been marked with “[***]” to indicate where omissions have been made. [***] Dated 23 May 2024 Rights Issue Underwriting and Sponsors’ Agreement between National Grid plc the Company and [***] as Joint Sponsors, Joint Global Co-ordinators, Joint Bookrunners and Underwriters Table of Contents Page EMEA 127200694 v1 (i) 1. Definitions .......................................................................................................................... 3 2. Conditions......................................................................................................................... 12 3. Application for Listing, Admission to Trading and to CREST ........................................ 13 4. Approval, Release and Delivery of Documents................................................................ 15 5. Appointments.................................................................................................................... 17 6. Allotment .......................................................................................................................... 20 7. Placing of Fractional Entitlements.................................................................................... 21 8. New Shares not Taken Up ................................................................................................ 22 9. Underwriting..................................................................................................................... 23 10. Hedging of Underwriting Obligation................................................................................ 25 11. Commissions and Expenses.............................................................................................. 26 12. Undertakings..................................................................................................................... 29 13. Representations, Warranties and Undertakings ................................................................ 32 14. Exclusions of Liability...................................................................................................... 33 15. Indemnity .......................................................................................................................... 34 16. Contribution ...................................................................................................................... 40 17. Termination....................................................................................................................... 41 18. Withholding and Grossing Up .......................................................................................... 43 19. Miscellaneous ................................................................................................................... 44 20. Receiving Agent ............................................................................................................... 47 21. Time of the Essence.......................................................................................................... 47 22. Waiver and Variation........................................................................................................ 47 23. Third Party Rights............................................................................................................. 48 24. Severability ....................................................................................................................... 48 25. Notices .............................................................................................................................. 48 26. Further Assurances............................................................................................................ 49 27. Assignment ....................................................................................................................... 49 28. Entire Agreement .............................................................................................................. 49 29. Counterparts...................................................................................................................... 49 30. Recognition of the U.S. Special Resolution Regime ........................................................ 50 31. Governing Law ................................................................................................................. 50 Schedule 1 New Shares Taken Up........................................................................................ 52 Schedule 2 Delivery of Documents....................................................................................... 55 Part 1 Documents to be delivered on or prior to release of the Annual Results Announcement and the Rights Issue Announcement .......................................... 55 Part 2 Documents to be delivered on or prior to publication of the Prospectus ............. 56 Part 3 Documents to be delivered prior to Admission ................................................... 58

Page (ii) Part 4 Documents to be delivered on or prior to the publication of any Supplementary Prospectus ............................................................................................................ 60 Part 5 Documents to be delivered at the Time of Sale ................................................... 62 Part 6 Documents to be delivered on or prior to the Settlement Date............................ 63 Schedule 3 Representations, Warranties and Undertakings ............................................. 64 Schedule 4 Letter of Confirmation ...................................................................................... 82 Part 1 Pre-Admission ..................................................................................................... 82 Part 2 Post-Admission.................................................................................................... 83 Schedule 5 Selling Restrictions............................................................................................. 84 Schedule 6 Joint Global Co-ordinators and Due Proportions........................................... 87 This Agreement is made on 23 May 2024 Between: (1) National Grid plc, a public company incorporated under the laws of England and Wales with registered number 04031152, whose registered office is at 1-3 Strand, London WC2N 5EH, United Kingdom (the “Company”); (2) [***]; and (3) [***] and, together with [***], the “Joint Global Co-ordinators”). Whereas: (A) The Company proposes to offer the New Shares by way of rights at the Issue Price on the terms and subject to the conditions set out in the Prospectus and, where applicable, to be set out in the Provisional Allotment Letter. (B) On 10 July 2023, a general meeting of the Company’s shareholders provided the Directors with authority under section 551 of the Companies Act to allot the New Shares. (C) The consideration to be received by the Company for the issue and allotment of the New Shares at the Issue Price shall be the transfer of the JerseyCo Ordinary Shares and the JerseyCo Preference Shares by the Bank Subscriber to the Company in accordance with the Subscription and Transfer Agreement. (D) The Joint Global Co-ordinators have agreed on a several basis, on the terms of, and subject to the conditions referred to in, this Agreement, to underwrite the New Shares in their Due Proportions and the Joint Global Co-ordinators may (but are not obliged to) seek Sub- Underwriters on the basis of the Rights Issue Announcement, the Prospectus and the U-Proof. (E) The Company is seeking approval from the FCA for the publication of the Prospectus and will apply for admission of the New Shares to the premium listing segment of the Official List and for admission of the New Shares to trading on the London Stock Exchange’s main market for listed securities. (F) Each of [***] and [***] has agreed to act as joint sponsor for the purpose of the Prospectus and Admission (together, the “Joint Sponsors” and, each, a “Joint Sponsor”). (G) Those Directors who hold Ordinary Shares or ADSs in the Company have irrevocably undertaken with the Company, subject to the publication of the Prospectus, to apply under the Rights Issue for the New Shares to which they will be entitled as Qualifying Shareholders, in full or in part, as described in and on the terms and conditions set out in the Prospectus. Now it is agreed as follows: 1. Definitions 1.1 In this Agreement: “2024 AGM” means the annual general meeting of the Company to be held in 2024; “Acceptance Date” means 10 June 2024 or such later date as the Company and the Joint Global Co-ordinators (acting jointly) may agree in writing; “Accounts” means the audited consolidated balance sheets of the Group as at each of 31 March 2022, 2023 and 2024 and the related consolidated income statements and statements of comprehensive income, changes in equity and cash flows for each of the three years ended

4 31 March 2022, 2023 and 2024 and the related notes to the consolidated financial statements (including, without limitation, the related directors’ and auditors’ reports); “Accounts Date” means 31 March 2024; “Accredited Investor” has the meaning given in Regulation D; “Admission” means the admission of the New Shares (nil paid) to the premium listing segment of the Official List becoming effective in accordance with the Listing Rules and the admission of such shares (nil paid) to trading on the London Stock Exchange’s main market for listed securities becoming effective in accordance with the Admission and Disclosure Standards; “Admission and Disclosure Standards” means the current Admission and Disclosure Standards published by the London Stock Exchange; “ADS” means the American Depositary Shares issued by the Company and representing Ordinary Shares; “Adverse Interest” means any option, lien, mortgage, charge, equity, trust, any other right or interest of any third party and any other encumbrance of any kind; “affiliate” has the meaning given in Rule 501(b) of Regulation D or Rule 405 under the Securities Act, as applicable; “AI Letter” means the letter in the agreed form, to be delivered by certain Qualifying Shareholders in the United States who are both Accredited Investors and Directors in connection with their participation in the Rights Issue; “Annual Results” means the published audited consolidated balance sheet of the Group as at 31 March 2024 and the related consolidated income statement and statements of comprehensive income, changes in equity and cash flows for the year then ended, and the related notes to the consolidated financial statements, filed with the National Storage Mechanism; “Annual Results Announcement” means the announcement in relation to the publication of the Annual Results; “Anti-Money Laundering Laws” has the meaning given in paragraph 31 of Schedule 3; “‘A’ Preference Shares” means 300,000,000 redeemable ‘A’ preference shares of £0.01 each in the capital of JerseyCo; “associate” has the meaning given in section 345 of the Companies Act 2006; “Banks’ Counsel” means [***]; “Banks’ Indemnity Letter” means the indemnity letter between the Company and the Joint Global Co-ordinators dated 20 May 2024; “Bank Subscriber” means [***]; “Blocking Regulation” means any provision of Council Regulation (EC) No 2271/1996 of 22 November 1996 (or any law or regulation implementing such Regulation in any member state of the EU or the United Kingdom); “Board” means the board of directors of the Company or a duly constituted and authorised committee thereof; “‘B’ Preference Shares” means 300,000,000 redeemable ‘B’ preference shares of £0.01 each in the capital of JerseyCo; 5 “Bribery Act” means the Bribery Act 2010; “Business Day” means any day which is not a Saturday, a Sunday or a bank or public holiday in England and Wales; “Cash Box Memorandum” means the memorandum prepared by Company’s Counsel entitled “Project National Grid: overview of a cashbox structure”; “Claims” means any and all claims, actions, liabilities, demands, proceedings, regulatory or governmental investigations, judgements or awards whatsoever (and in each case whether or not successful, compromised or settled and whether joint or several) threatened, asserted, established or instituted against or otherwise involving any Indemnified Person and “Claim” shall be construed accordingly; “Companies Act” means the Companies Act 2006; “Company’s Counsel” means Linklaters LLP of One Silk Street, London EC2Y 8HQ, United Kingdom; “Company’s Jersey Counsel” means [***]; “Conditions” means the conditions set out in Clause 2.1; “CREST” means the relevant system (as defined in the Regulations) in respect of which Euroclear is the Operator (as defined in the Regulations); “Dealing Day” means a day on which dealings in domestic equity market securities may take place on the London Stock Exchange; “Deloitte” means Deloitte LLP, reporting accountants and auditors to the Company; “Directors” means the persons named in the Prospectus as directors of the Company; “Director-Shareholders” means those Directors who hold Ordinary Shares or ADSs in the Company as at the date of this Agreement; “Disclosure Guidance and Transparency Rules” means the Disclosure Guidance and Transparency Rules of the FCA made under Part VI of the FSMA, as amended from time to time; “Disclosure Requirements” means articles 17, 18 and 19 of MAR; “Due Proportion” means, in respect of [***], [***] per cent., and in respect of [***], [***] per cent.; “EU Prospectus Regulation” means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 and its implementing legislation; “Euroclear” means Euroclear UK & International Limited; “EUWA” means the European Union (Withdrawal) Act 2018; “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended; “Excluded Shareholders” means Ordinary Shareholders with registered addresses in Canada, Hong Kong, Japan, Saudi Arabia, Singapore, South Africa, the United Arab Emirates and any other jurisdiction (subject to certain limited exceptions) where the Company is advised that the allotment or issue of the New Shares pursuant to the Rights Issue may breach any applicable law or regulation on the Prospectus Date or the Record Date, as the context requires (other than

6 persons the Company reasonably believes are Qualifying US Shareholders and who have signed either an AI Letter or a QIB Letter, as the case may be, and delivered it to the Company); “Excluded Territories” has the meaning given in the Prospectus; “Facilities” has the meaning given to it in paragraph 12.3 of Schedule 3; “FCA” means the Financial Conduct Authority; “FCPA” means the US Foreign Corrupt Practices Act of 1977 and the rules and regulations thereunder; “First Notification” has the meaning given in Clause 8.3; “FS Act” means the Financial Services Act 2012; “FSMA” means the Financial Services and Markets Act 2000, as amended; “Fully Paid Rights” means fully paid rights to acquire New Shares; “Further JerseyCo Ordinary Shares” means the 12 JerseyCo Ordinary Shares subscribed for by the Bank Subscriber pursuant to the Subscription and Transfer Agreement; “Group” means the Company and its subsidiary undertakings as at the date hereof; “Group Company” means any company that is a member of the Group; “HMRC” means His Majesty’s Revenue & Customs; “IFRS” means International Financial Reporting Standards, as adopted by the United Kingdom; “Indemnified Person” has the meaning given in Clause 15.1; “Initial JerseyCo Ordinary Shares” means the 11 JerseyCo Ordinary Shares subscribed for by the Bank Subscriber pursuant to the Option Agreement; “Intellectual Property Rights” means patents, trade marks, service marks, logos, get-up, trade names, rights in designs, copyright (including rights in computer software), internet domain names, moral rights, utility models, rights in know how, rights in databases and other intellectual property rights, in each case whether registered or unregistered and including applications for the grant of any such rights and all rights or forms of protection having equivalent or similar effect anywhere in the world; “Investment Company Act” means the United States Investment Company Act of 1940, as amended; “Irrevocable Undertakings” means the irrevocable undertakings given by each of the Director-Shareholders as part of their director responsibility statement in connection with the Prospectus, in the agreed form, to take up his or her entitlement to New Shares at the Issue Price, in full or in part, as described in and on the terms and conditions set out in the Prospectus; “Issue Price” means 645 pence per New Share; “JerseyCo” means Project SPV (Jersey) Investments Limited, a company incorporated in Jersey; “JerseyCo Ordinary Shares” means the ordinary shares of £1.00 each in the capital of JerseyCo; 7 “JerseyCo Preference Shares” means the ‘A’ Preference Shares and the ‘B’ Preference Shares; “Joint Global Co-ordinators” means, together, [***] and [***] and, each, a “Joint Global Co-ordinator”; “Joint Sponsors” has the meaning given in Recital (F); “Limitation” has the meaning given in Clause 15.10; “Listing Rules” means the Listing Rules of the FCA made under Part VI of the FSMA; “London Stock Exchange” means London Stock Exchange plc; “Losses” means any and all loss, damage, cost, liability, demand, charge or expense (including properly incurred legal fees and expenses), in each case whether joint or several, which any Indemnified Person may suffer or incur (including, but not limited to all Losses suffered or incurred in investigating, preparing for or disputing or defending or settling any Claim and/or in establishing its right to be indemnified pursuant to Clause 15 or to receive a contribution pursuant to Clause 16 or in seeking advice regarding any Claim or in any way related to or in connection with the indemnity contained in Clause 15 or the provisions of Clause 16), but excluding any loss of profit or loss of business opportunity, and “Loss” shall be construed accordingly; “MAR” means Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse, as it forms part of domestic law in the United Kingdom by virtue of the EUWA, as amended by the Market Abuse (Amendment) (EU Exit) Regulations 2019 and the Technical Standards (Market Abuse Regulation) (EU Exit) Instrument 2019; “Material Adverse Change” means a material adverse change, or any development that would or would be reasonably likely to, cause a material adverse change, in or affecting the condition (financial, operational, legal or otherwise), or the earnings, liquidity, management, funding position, business affairs or operations, solvency or prospects of the Group taken as a whole, whether or not arising in the ordinary course of business; “New Shares” means the 1,085,448,980 new Ordinary Shares which are to be issued and allotted pursuant to the Rights Issue; “Nil Paid Rights” means the New Shares in nil paid form provisionally allotted to Qualifying Shareholders in connection with the Rights Issue; “NRSRO” has the meaning given in Warranty 11 of Schedule 3; “OECD Convention” means the OECD Convention on Bribery of Foreign Public Officials in International Business Transactions; “OFAC” means the Office of Foreign Assets Control of the US Department of the Treasury; “Official List” means the Official List of the FCA; “Option Agreement” means the option agreement relating to JerseyCo Ordinary Shares to be entered into on the date hereof between the Company, JerseyCo and the Bank Subscriber providing, inter alia, for the subscription of the Initial JerseyCo Ordinary Shares by the Bank Subscriber and the subscription of 89 JerseyCo Ordinary Shares by the Company; “Ordinary Shareholders” means holders of Ordinary Shares; “Ordinary Shares” means ordinary shares of 12 204/ 473 pence each in the capital of the Company; “Participating Security” has the meaning given to it in the Regulations;

8 “payee” has the meaning given in Clause 18.1; “Presentation Materials” means the written materials in the agreed form used and to be used by the Company in presentations to institutional investors, in connection with the Rights Issue; “Previous Announcements” means all documents issued and announcements (other than the Rights Issue Announcement) made by or on behalf of the Company or Group Company to the public or the press since the Accounts Date and before the date of this Agreement; “Profit Forecasts” means the FY25 Profit Forecast and the FY29 Profit Forecast (as such terms are defined in the Prospectus) as set out in Part X of the Prospectus; “Prospectus” means the prospectus (comprising a prospectus for the purposes of the UK Prospectus Regulation, the FSMA, the Listing Rules and the Prospectus Regulation Rules) in the agreed form to be published by the Company in connection with the Rights Issue; “Prospectus Date” means the date on which the Company publishes the Prospectus; “Prospectus Regulation Rules” means the Prospectus Regulation Rules of the FCA made under Part VI of the FSMA, as amended from time to time; “Provisional Allotment Letter” means the form of renounceable provisional allotment letter, in the agreed form, to be issued or made available by the Company, subject to Clause 4.7, to Qualifying Non-CREST Holders in connection with the Rights Issue; “QIBs” or “qualified institutional buyers” has the meaning given in Rule 144A promulgated under the Securities Act; “QIB Letter” means the letter, in the agreed form, to be delivered by Qualifying US Shareholders who are QIBs in connection with their participation in the Rights Issue; “Qualifying CREST Holders” means Qualifying Shareholders who hold Ordinary Shares in uncertificated form; “Qualifying Non-CREST Holders” means Qualifying Shareholders who hold Ordinary Shares in certificated form; “Qualifying Shareholders” means Ordinary Shareholders on the register of members of the Company as at the Record Date; “Qualifying US Shareholders” means Qualifying Shareholders in the United States who the Company reasonably believes are either QIBs or certain Directors who are Accredited Investors; “Receiving Agent” or “Registrar” means Equiniti Limited; “Receiving Agent Agreement” means the receiving agent agreement in the agreed form to be entered into on the date hereof between the Company and the Receiving Agent in relation to the Rights Issue; “Record Date” means 6.00 p.m. on 20 May 2024; “Regulation D” means Regulation D under the Securities Act; “Regulation S” means Regulation S under the Securities Act; “Regulations” means the Uncertificated Securities Regulations 2001 (SI 2001/3755); “Regulatory Information Service” has the meaning given in Appendix 1 to the Listing Rules; 9 “Relevant Documents” means the Prospectus, any Supplementary Prospectus, the U-Proof, the Provisional Allotment Letters, any explanatory documents which may accompany the Prospectus and/or Provisional Allotment Letters, the AI Letter, the QIB Letter, the Presentation Materials, the Rights Issue Announcement and any other documents, announcements or other communications issued in connection with the Rights Issue or the offering of the New Shares; “Relevant Time” means the earlier of: (a) the Time of Sale, provided that subscribers have been procured pursuant to Clause 8.5 for all of the New Shares not taken up pursuant to the Rights Issue; (b) 4.30 p.m. on the second Dealing Day following the Acceptance Date; (c) the date following the Acceptance Date on which the Joint Global Co-ordinators determine pursuant to Clause 8.5 that, in their reasonable opinion, it is unlikely that any subscribers can be procured for any New Shares which have not been taken up; and (d) 11.00 a.m. on the Acceptance Date, where all of the New Shares have been taken up; “Rights Issue” means the offer of the New Shares by way of rights on the terms set out in the Relevant Documents; “Rights Issue Announcement” means the press announcement in the agreed form to be dated the date of this Agreement giving details of, inter alia, the Rights Issue; “Sanctions” has the meaning given to it in paragraph 29 of Schedule 3; “Sanctioned Territory” has the meaning given in paragraph 29 of Schedule 3; “SEC” means the Securities and Exchange Commission in the United States; “Second Notification” has the meaning given in Clause 8.3; “Securities” means the Provisional Allotment Letters, the Nil Paid Rights, the Fully Paid Rights and the New Shares and “Security” shall be interpreted accordingly; “Securities Act” means the U.S. Securities Act of 1933, as amended, and the rules promulgated thereunder; “Selling Restrictions” means the selling restrictions set out in Schedule 5; “Settlement Date” means the date for settlement of the Joint Global Co-ordinators’ payment obligations to the Company pursuant to Clauses 8.6 and 9.2; “Subscription and Transfer Agreement” means the subscription and transfer agreement to be entered into on the date hereof between the Company, JerseyCo and the Bank Subscriber providing, inter alia, for the subscription of the Further JerseyCo Ordinary Shares and JerseyCo Preference Shares by the Bank Subscriber and the acquisition by the Company from the Bank Subscriber of the JerseyCo Preference Shares, the Initial JerseyCo Ordinary Shares and the Further JerseyCo Ordinary Shares, subject to the terms and conditions set out therein; “Sub-Underwriters” means any persons procured by the Joint Global Co-ordinators to subscribe for Shares for which placees are not procured in accordance with Clause 8.4, pursuant to the provisions of this Agreement and the sub-underwriting letter; “Supplementary Prospectus” means any supplement to the Prospectus published by the Company pursuant to Article 23 of the UK Prospectus Regulation; “taken up” has the meaning given in Schedule 1;

10 “Tax” means all present and future taxes, levies, imposts, duties or charges of any nature whatsoever (whether levied by way of withholding or otherwise) anywhere in the world, together with all penalties, charges and interest relating to any of the foregoing and regardless of whether or not such taxes, levies, imposts, duties, charges, penalties and interest are attributable directly or primarily to the person concerned, including (without limitation) corporation tax, advance corporation tax, income tax, capital gains tax, VAT, duties of customs and excise, national insurance contributions, capital duty, stamp duty, stamp duty reserve tax, stamp duty land tax and any other transfer tax or duty, all taxes, duties or charges replaced by or replacing any of them, and all other taxes on gross or net income, profits or gains, distributions, receipts, importations, sales, use, occupation, franchise, value added, and personal property; “Tax Authority” means any taxing or other authority anywhere in the world competent to impose any liability to Tax or responsible for the assessment, administration and/or collection of Tax or the enforcement of any law in relation to Tax; “Time of Sale” means a time falling within the period commencing at 7.00 a.m. on the first Dealing Day following the Acceptance Date and ending on the second Dealing Day following the Acceptance Date, as is notified to the Company by the Joint Global Co-ordinators as the time of sale with respect to their endeavours to procure acquirers of such number of New Shares equivalent to the number of New Shares which are not taken up, in accordance with Clause 8.5; “Transaction Bank Account” means the cash account in the name of the Receiving Agent to be established in accordance with the Receiving Agent Agreement; “Transfer Taxes” has the meaning given in Clause 11.6; “UK Prospectus Regulation” means Regulation (EU) 2017/1129 as supplemented by Commission Delegated Regulation 2019/980 and Commission Delegated Regulation 2019/979 as it forms part of UK domestic law by virtue of the EUWA; “United Kingdom” or “UK” means Great Britain and Northern Ireland; “United States” or “U.S.” means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia; “Untraceable Shareholders” means those Qualifying Non-CREST Holders in relation to whom notices or other communications have been returned undelivered on two consecutive occasions when such notices have been sent by post to such a Qualifying Non-CREST Holder at their registered address (or, in the case of shareholders whose registered address is not in the United Kingdom, any address given to the Company for sending notices); “U-Proof” means the draft of the Prospectus, in the agreed form, to be used by the Joint Global Co-ordinators in seeking Sub-Underwriters for the Rights Issue; “VAT” means (a) any tax charged in accordance with the UK Value Added Tax Act 1994, as may be amended or substituted from time to time, and (b) any other tax of a similar nature, whether imposed in substitution for, or levied in addition to, such tax referred to in (a); “Verification Materials” means the materials in the agreed form confirming the accuracy of certain information contained in the Relevant Documents and including copies of the documents referred to therein and a schedule of statements of directors’ belief and expectation contained in the Relevant Documents; “Warranties” means the representations, warranties and undertakings set out in Clause 13 and Schedule 3 and “Warranty” shall be construed accordingly; and 11 “Working Capital Report” means the cash flow and working capital report prepared by Deloitte in the agreed form relating to the Group and dated the date of the Prospectus. 1.2 In this Agreement unless the context otherwise requires: (a) a reference to “certificated” or “certificated form” in relation to a share or other security is a reference to a share or other security title to which is recorded on the relevant register of the share or other security as being held in certificated form; (b) a reference to “uncertificated” or “uncertificated form” in relation to a share or other security is a reference to a share or other security title to which is recorded on the relevant register of the share or other security as being held in uncertificated form, and title to which, by virtue of the Regulations, may be transferred by means of CREST; (c) words and expressions defined in the Companies Act shall bear the same meaning, including, for the avoidance of doubt, “holding company”, “subsidiary undertaking” and “subsidiary”; (d) headings are for convenience only and shall not affect the construction of this Agreement; (e) any reference to an enactment is a reference to it as from time to time amended, consolidated or re-enacted (with or without modification) (but, in the case of any amendment, consolidation or re-enactment effected after the date of Admission, only insofar as it applies in relation to a period before Admission and provided that no such amendment, consolidation or re-enactment shall increase or extend the liability of any party to this Agreement) and includes all instruments or orders made under the enactment; (f) references in this Agreement to any document expressed to be in the “agreed form” means a document in the form of the draft or proof thereof as evidenced as being in agreed form by written communications (including by email) between the Banks’ Counsel (on behalf of the Joint Global Co-ordinators) and the Company’s Counsel (on behalf of the Company) with such alterations (if any) as may subsequently be agreed with such alterations (if any) as may subsequently be agreed by or on behalf of the Joint Global Co-ordinators and the Company; no such written communication shall imply approval of all or any part of its contents by or on behalf of the person making the communication or any of the parties to this Agreement; (g) any reference to recitals, clauses and schedules are to recitals, clauses and schedules to this Agreement, and references to paragraphs are to paragraphs in the schedule in which such references appear, and the schedules to this Agreement form part of the Agreement; (h) each reference in this Agreement to the Joint Global Co-ordinators (or any of them), by any description or in any capacity, includes a reference to it in each other capacity in which it may act pursuant to this Agreement or otherwise with the agreement of the Company in connection with the Rights Issue; (i) any reference to the Joint Global Co-ordinators approving or agreeing the form of a Relevant Document, shall be a reference to such approval or agreement being given solely for the purposes of this Agreement; and (j) unless otherwise stated, references to time are references to London time.

12 2. Conditions 2.1 The Joint Global Co-ordinators’ respective obligations under this Agreement (save for the obligations of the Joint Sponsors under Clause 3.8) are conditional on: (a) publication of the Annual Results Announcement and the Rights Issue Announcement through a Regulatory Information Service by no later than 8.00 a.m. on the date of this Agreement; (b) approval of the Prospectus as a prospectus by the FCA and the Prospectus being filed with the FCA in accordance with the Prospectus Regulation Rules and the Listing Rules and made available to the public by no later than 5.00 p.m. on the date of this Agreement or such later time and/or date as the Company and the Joint Global Co- ordinators (acting jointly) may agree; (c) the posting of the Provisional Allotment Letters (other than to Untraceable Shareholders) and the sending of a CREST instruction to credit the CREST accounts of Qualifying Shareholders as contemplated in the Prospectus and in accordance with Clause 4.7; (d) the Company having complied with all of its obligations and undertakings under this Agreement and under the terms or conditions of the Rights Issue which fall to be performed or satisfied prior to Admission, in each case save for any non-compliance which, in the opinion of the Joint Global Co-ordinators (acting jointly and in good faith) is not material in the context of the Rights Issue, the underwriting of the New Shares or Admission; (e) (i) the Subscription and Transfer Agreement and the Option Agreement having been executed by the parties thereto and having become wholly unconditional prior to Admission (save for any condition relating to Admission); and (ii) there having occurred no default under or breach of either agreement prior to Admission, save for any default or breach which, in the opinion of the Joint Global Co-ordinators (acting jointly and in good faith) is not material in the context of the Rights Issue, the underwriting of the New Shares or Admission; (f) the Warranties on the part of the Company contained in this Agreement being true and accurate in all respects and not misleading in any respect on and as of the date of this Agreement and at all times before Admission, as if they had been repeated by reference to the facts and circumstances then existing; (g) (i) no matter referred to in Article 23 of the UK Prospectus Regulation arising between the time of publication of the Prospectus and Admission; and (ii) no Supplementary Prospectus being published by or on behalf of the Company before Admission, save, in each case, which the Joint Global Co-ordinators (acting jointly and in good faith) consider not to be material in the context of the Rights Issue, the underwriting of the New Shares or Admission; (h) Admission occurring not later than 8.00 a.m. on 24 May 2024 or such later time and/or date as the Company and the Joint Global Co-ordinators (acting jointly) may agree; (i) the Company having applied to Euroclear for the Nil Paid Rights and the Fully Paid Rights to be admitted as a Participating Security in CREST, each condition to enable the Nil Paid Rights and the Fully Paid Rights to be admitted as a Participating Security in CREST (other than Admission) being satisfied and no notification having been received from Euroclear on or before Admission becoming effective that such admission has been or is to be refused; 13 (j) delivery of all the documents referred to in Part 1, Part 2, Part 3 and Part 4 (if relevant and if and to the extent they fall due to be delivered at or prior to Admission) of Schedule 2 by the Company to the Joint Global Co-ordinators by the dates and times envisaged therein; (k) in the opinion of the Joint Global Co-ordinators (acting jointly and in good faith) there not having been at any time between the date of this Agreement and Admission (whether or not foreseeable at the date of this Agreement) any Material Adverse Change; and (l) the U-Proof not containing any information that is inconsistent with the Prospectus and there being no information contained in the published Prospectus that is not contained in the U-Proof, in each case which the Joint Global Co-ordinators, acting jointly and in good faith, consider: (i) would make it impracticable or inadvisable to proceed with the Rights Issue in the manner contemplated and on the terms set out in this Agreement; or (ii) may otherwise be material in the context of the Rights Issue, the underwriting of the New Shares or Admission. 2.2 The Joint Global Co-ordinators may, acting jointly, in their absolute discretion and subject to such conditions as they consider appropriate: (a) extend the time or date for satisfaction of any condition set out in Clause 2.1, in which case a reference in this Agreement to the satisfaction of such condition shall be to its satisfaction by the time or date as so extended; or (b) waive the satisfaction of any such condition, other than those conditions in Clauses 2.1(b) and 2.1(h) in whole or in part, by giving written notice to the Company. For the avoidance of doubt, the rights of the Joint Global Co-ordinators under this Clause 2.2: (i) may be exercised by the Joint Global Co-ordinators, acting jointly, for whatever reason or on whatever basis that they consider to be practicable, appropriate or advisable to them; and (ii) are conferred on the Joint Global Co-ordinators, and may be exercised by the Joint Global Co-ordinators, acting jointly, in their respective capacities as such, and not in any representative or fiduciary capacity. 2.3 If any condition set out in Clause 2.1 is not satisfied (or waived by the Joint Global Co- ordinators in accordance with Clause 2.2), or becomes incapable of being satisfied, by the required time and date therefor then Clause 17.2 will apply. 2.4 The Company shall use all reasonable endeavours to procure that each of the conditions referred to in Clause 2.1 is satisfied by the dates and/or times specified for the fulfilment thereof and shall as soon as reasonably practicable notify each of the Joint Global Co-ordinators in the event that the Company becomes aware that any of the Conditions has become, or might reasonably be expected to become, incapable of fulfilment by the time and/or date stated in such Condition (or such later time and/or date as the Joint Global Co-ordinators may agree in writing) or at all. 3. Application for Listing, Admission to Trading and to CREST 3.1 The Company undertakes to apply before the Business Day following the date of this Agreement to: (a) the FCA for admission of the New Shares (nil paid and fully paid) to the premium listing segment of the Official List;

14 (b) the London Stock Exchange for admission to trading of the New Shares (nil paid and fully paid) on the London Stock Exchange’s main market for listed securities; and (c) Euroclear for admission of each of the Nil Paid Rights and Fully Paid Rights as a Participating Security in CREST. 3.2 The Company shall use reasonable endeavours to obtain permission: (a) from the FCA for the admission of the New Shares (nil paid and fully paid) to the premium listing segment of the Official List (subject only to the allotment of the New Shares); (b) from the London Stock Exchange for admission to trading of the New Shares (nil paid and fully paid) on the London Stock Exchange’s main market for listed securities (subject only to the allotment of the New Shares); and (c) from Euroclear for admission of the Nil Paid Rights and Fully Paid Rights as a Participating Security in CREST (subject only to Admission), as soon as practicable and, in any event, prior to Admission. 3.3 The Company confirms that it has prepared the Prospectus and authorises and instructs the Joint Sponsors to submit (to the extent not already so submitted as at the date of this Agreement) the Prospectus to the FCA for formal approval for the purposes of, and in accordance with, the Listing Rules and the Prospectus Regulation Rules and to apply to the FCA and the London Stock Exchange for Admission, and the Company agrees to use reasonable endeavours to assist the Joint Sponsors, and to consult with the Joint Sponsors and take into account their reasonable requirements in relation to any amendments as are required for the purpose of securing the formal approval of the Prospectus by the FCA. 3.4 The Company shall supply all information, give all undertakings, execute all documents, pay all fees and do or procure to be done all things in each case as may be necessary or required: (a) by the FCA and/or the London Stock Exchange for the purposes of obtaining formal approval of the Prospectus by the FCA and obtaining Admission; or (b) to comply with the Listing Rules, the Prospectus Regulation Rules, the Admission and Disclosure Standards, the UK Prospectus Regulation, the FSMA, the FS Act and the Companies Act; or (c) by Euroclear for the purposes of obtaining permission for the admission of each of the Nil Paid Rights and the Fully Paid Rights as a Participating Security in CREST. 3.5 The Company shall notify the Joint Global Co-ordinators promptly of any matter referred to in Article 23 of the UK Prospectus Regulation which arises between the time that the Prospectus is formally approved by the FCA and 11.00 a.m. on the Acceptance Date. The Company shall deal with every such matter in accordance with Article 23 of the UK Prospectus Regulation, the Prospectus Regulation Rules and the Listing Rules and the Company shall: (a) not publish or cause to be published any Supplementary Prospectus without having previously consulted with the Joint Global Co-ordinators as to the contents of any Supplementary Prospectus and taken into account their reasonable requirements in relation thereto; and (b) not cause to be published any Supplementary Prospectus which names or references the Joint Global Co-ordinators in any manner whatsoever without the prior written consent of the Joint Global Co-ordinators (such consent not to be unreasonably withheld or delayed). The Company shall promptly provide the Joint Global Co- ordinators with as many copies of any Supplementary Prospectus as they may reasonably request. 15 3.6 The Company shall further, between 11.00 a.m. on the Acceptance Date and the Settlement Date, notify the Joint Global Co-ordinators if it becomes aware of any circumstances arising during that period which, had they arisen prior to 11.00 a.m. on the Acceptance Date, would have required the publication of a Supplementary Prospectus and shall: (a) consult the Joint Global Co-ordinators as to the contents of any announcement or notification reasonably requested by the Joint Global Co-ordinators and take into account their reasonable requirements in relation thereto; and (b) not cause to be published any announcement or notification which names or references the Joint Global Co-ordinators (such consent not to be unreasonably withheld or delayed) in any manner whatsoever without the prior written consent of the Joint Global Co-ordinators. 3.7 The Company shall procure (to the extent that it lies in its power to do so) to be communicated or delivered to the Joint Global Co-ordinators all such information and documents (signed by the appropriate person where so required) as the Joint Global Co-ordinators may reasonably require to enable them to discharge their obligations hereunder and pursuant to or in connection with obtaining Admission, the Rights Issue or as may be required to comply with the requirements of the FSMA, FS Act, MAR, Listing Rules, UK Prospectus Regulation, Prospectus Regulation Rules, FCA or the London Stock Exchange, and all applicable laws and regulations in connection with the Rights Issue including (without limitation) to provide to the FCA any information or explanation as the FCA may reasonably require for the purpose of verifying whether the Listing Rules, the Prospectus Regulation Rules, the Disclosure Requirements and the Disclosure Guidance and Transparency Rules (as applicable) are being and have been complied with by the Company. 3.8 The Joint Sponsors shall use their respective reasonable endeavours to provide to the Company such assistance as the Company shall reasonably request in connection with the procedural steps required for the performance of the obligations of the Company set out in Clauses 2.1(a), 2.1(b) and 2.1(h). For the avoidance of doubt, nothing in this Agreement shall oblige either of the Joint Sponsors to undertake any action or omit to take any action in circumstances where it reasonably believes to do so would cause it to breach its legal or regulatory obligations. 4. Approval, Release and Delivery of Documents 4.1 The Company confirms to the Joint Global Co-ordinators that a meeting or meetings of the Board or a duly authorised committee of the Board has been held (or, in the case of sub-paragraphs (f), (g) and (h) below, undertakes to hold such a meeting) which has (or will have, as the case may be): (a) authorised the Company to enter into and perform its obligations under this Agreement, the Option Agreement, the Subscription and Transfer Agreement and the Receiving Agent Agreement; (b) approved the form and release of the Annual Results Announcement and the Rights Issue Announcement; (c) approved the form of the U-Proof, the Prospectus and the Provisional Allotment Letter and authorised and approved the publication of the Prospectus, the Provisional Allotment Letter, each of the other Relevant Documents and all other documents connected with the Rights Issue and Admission, as appropriate; (d) approved the Verification Materials; (e) approved the making of the Rights Issue;

16 (f) approved the making of the applications for Admission; (g) approved the making of an application to Euroclear for admission of each of the Nil Paid Rights and the Fully Paid Rights as a Participating Security in CREST; and (h) authorised all necessary steps to be taken by the Company in connection with each of the above matters. 4.2 Before the Annual Results Announcement and the Rights Issue Announcement is released, the Company shall deliver, or procure the delivery of, the documents referred to in Part 1 of Schedule 2 to the Joint Global Co-ordinators. 4.3 The Company shall procure delivery of the Annual Results Announcement and the Rights Issue Announcement to a Regulatory Information Service for release not later than 8.00 a.m. on the date of this Agreement (or such later time and/or date as the Company and the Joint Global Co- ordinators may agree) and authorises the Joint Global Co-ordinators to deliver the Annual Results Announcement, the Rights Issue Announcement and/or the U-Proof to any potential Sub-Underwriters of the New Shares. 4.4 Promptly following the FCA having formally approved the Prospectus for the purpose of the Listing Rules and the Prospectus Regulation Rules, the Company shall: (a) make the Prospectus available to the public in accordance with paragraph 3.2 of the Prospectus Regulation Rules and make available to the Joint Global Co-ordinators such number of copies of the Prospectus as they may reasonably require; and (b) publish the Prospectus and despatch the Prospectus to Ordinary Shareholders other than (save as may be agreed with the Joint Global Co-ordinators) the Excluded Shareholders or their agents or intermediaries, in each case, as soon as practicable and in any event on the date of this Agreement. 4.5 Before publishing and despatching the Prospectus, the Company shall deliver, or procure the delivery of, the documents referred to in Part 2 of Schedule 2 to the Joint Global Co-ordinators. 4.6 On or prior to Admission, and before complying with Clause 4.7, the Company shall deliver, or procure the delivery of, the documents referred to in Part 3 of Schedule 2 to the Joint Global Co-ordinators. 4.7 The Company shall procure that: (a) the Provisional Allotment Letters are despatched to Qualifying Non-CREST Holders other than Excluded Shareholders or their agents or intermediaries (except where the Company and the Joint Global Co-ordinators have agreed in writing to such action) or Untraceable Shareholders on the date hereof (or such later date as may be agreed with the Joint Global Co-ordinators in writing); (b) the Registrar instructs Euroclear to credit the stock accounts in CREST of Qualifying CREST Holders other than Excluded Shareholders or their agents or intermediaries (except where the Company and the Joint Global Co-ordinators have agreed in writing to such action) with their entitlements to Nil Paid Rights so that they are credited at 8.00 a.m. on the first Dealing Day after the date hereof (or such later date as may be agreed with the Joint Global Co-ordinators in writing); (c) except where the Company and the Joint Global Co-ordinators have otherwise agreed in writing, no copies of the Prospectus or the Provisional Allotment Letters shall be posted to Excluded Shareholders (in the case of such shareholders who hold their Ordinary Shares in certificated form) nor shall the stock accounts in CREST of 17 Excluded Shareholders be credited with Nil Paid Rights (in the case of such shareholders who hold their Ordinary Shares in uncertificated form); and (d) the Prospectus and the Provisional Allotment Letter shall specify to the reasonable satisfaction of the Joint Global Co-ordinators such procedures to ensure that the Nil Paid Rights and the Fully Paid Rights are not taken up by or for the account of benefit of any person resident in the United States; provided, however, that such procedures may permit such persons who the Company reasonably believes are Qualifying US Shareholders to take up their rights upon delivery of either an AI Letter or a QIB Letter, as the case may be, to the Company and the Joint Global Co-ordinators. 4.8 No later than 5.00 p.m. on the day before Admission, the Company shall give the Joint Global Co-ordinators an undated letter from the Company to Euroclear confirming that each condition to enable each of the Nil Paid Rights and the Fully Paid Rights to be admitted as a Participating Security in CREST has been satisfied. Immediately after Admission, the Joint Sponsors, each in their capacity as sponsor, shall date the letter and deliver it to Euroclear. 4.9 The Company undertakes to procure that as soon as practicable the relevant announcements referred to in paragraphs 9.5.5R and 9.6.4R of the Listing Rules shall be lodged with a Regulatory Information Service as required by such paragraphs. 4.10 Before despatching and publishing any Supplementary Prospectus, the Company shall deliver, or procure the delivery of, the documents referred to in Part 4 of Schedule 2 to the Joint Global Co-ordinators. 4.11 On or prior to the Time of Sale (if any), the Company shall deliver, or procure the delivery of, the documents referred to in Part 5 of Schedule 2 to the Joint Global Co-ordinators. 4.12 On the Settlement Date, the Company will deliver, or procure the delivery of, the documents referred to in Part 6 of Schedule 2 to the Joint Global Co-ordinators. 5. Appointments 5.1 The Company hereby confirms the appointment of [***] and [***] as Joint Sponsors for the purposes of the Listing Rules in connection with its application to the FCA for Admission, on the terms and subject to the conditions set out in this Agreement, and each of [***] and [***] accepts such appointment. 5.2 The Company hereby confirms that the appointments under Clause 5.1 confer on each of the Joint Sponsors all powers, authorities and discretions which are necessary for, or which are reasonably incidental to, the performance of its functions as Joint Sponsor. The Company hereby agrees to ratify and confirm all actions which each of the Joint Sponsors may lawfully undertake in connection with such sponsor services and the exercise of any power, authority or discretion in relation thereto. 5.3 The Company acknowledges and agrees that, notwithstanding the appointments under Clause 5.1, each of the Joint Sponsors has, prior to the date of this Agreement and in anticipation of the proposed Admission, performed the obligations of a sponsor as if it had been so appointed. Accordingly, subject to Clause 28, the Company agrees that the provisions of this Agreement shall apply in respect of the Joint Sponsors’ performance of those obligations whether performed before, on or after the date of this Agreement. 5.4 The Company undertakes to the Joint Sponsors that it shall give all assistance and provide to the Joint Sponsors all information as either of them may reasonably require and will do (or procure to be done so far as it has the power to do so) all things and execute (or procure to be executed so far as it has the power to do so) all documents as may be reasonably necessary or required to be done or executed by the Company or by its officers, employees or agents to

18 enable the Joint Sponsors to discharge their obligations under this Agreement, to comply with the Listing Rules, the Prospectus Regulation Rules, the FSMA, MAR, the FS Act, the Disclosure Requirements, the Disclosure Guidance and Transparency Rules or the requirements of the Exchange or pursuant to or in connection with Admission, including (without limitation) to provide to the FCA any information or explanation as the FCA may require for the purpose of verifying whether the Listing Rules are being and have been complied with by the Joint Sponsors or by the Company. The Company further undertakes to the Joint Sponsors that it will provide them with reasonable access to its directors, officers, employees, agents, its legal, accounting and other advisers and any advice provided by such advisers to enable the Joint Sponsors to discharge their obligations to the FCA within any time limit specified by the FCA where appropriate. 5.5 The Company shall: (a) ensure that any information provided by it to each of the Joint Sponsors is true, accurate and complete in all material respects and not misleading; and (b) notify the Joint Sponsors as soon as reasonably practicable if any information, explanation or confirmation previously provided is, or may be untrue, inaccurate, incomplete or misleading. The Company consents, and each of the Joint Sponsors is hereby authorised to provide to, any regulator (including, without limitation, the FCA or the SEC) any such information, explanation, confirmation or assistance as the regulator may require or which, in the opinion of such Joint Sponsor, is necessary to comply with its regulatory obligations provided that, where it is not contrary in any way to its legal or regulatory obligations and where reasonably practicable in the circumstances, such Joint Sponsor shall consult with the Company prior to making any such disclosure. 5.6 The Company acknowledges that the Joint Sponsors’ responsibilities as sponsors pursuant to the Listing Rules are owed solely to the FCA and that agreeing to act as a sponsor does not, of itself, extend any duties or obligations to anyone else, including the Company, provided however that this shall not exclude any duty or liability that the Joint Sponsors may have under the FSMA or the regulatory regime established thereunder. 5.7 The Company acknowledges that in certain circumstances the duties, responsibilities and obligations of the Joint Sponsors to the FCA may conflict or be inconsistent with an obligation or duty owed to the Company pursuant to or in connection with the Rights Issue, the approval of the Prospectus, Admission and/or the terms of this Agreement and that such duties, responsibilities and obligations will not, and may not, be overridden by any duties or obligations, express or implied, contractual or otherwise, which are owed to the Company and will not, and may not, be waived or varied by the Joint Sponsors. In these circumstances, the Company agrees that neither Joint Sponsors shall have breached any duty or acted in contravention of any term of this Agreement by reason of taking or failing to take any action with a view to performing their obligations or discharging their responsibilities to the FCA under the Listing Rules, provided that, where it is not contrary in any way to its legal or regulatory obligations, and where reasonably practicable in the circumstances, such Joint Sponsor will consult with the Company prior to making any such disclosure. 5.8 The Company acknowledges that: (a) the Joint Sponsors are required to provide assurances to the FCA that the Company’s responsibilities under the Listing Rules and Prospectus Regulation Rules have been met, and to provide to the FCA any explanation or confirmation in such form and within such time limit as the FCA reasonably requires for the purposes of ensuring that the Listing Rules and Prospectus Regulation Rules are being complied with by the Company, and to guide the Company in understanding and meeting its responsibilities under the Listing Rules, the Disclosure Requirements and the Disclosure Guidance and Transparency Rules; 19 (b) where giving guidance or advice to the Company on the application or interpretation of the Listing Rules, the Disclosure Requirements and the Disclosure Guidance and Transparency Rules, the Joint Sponsors must take reasonable steps to satisfy itself that the directors of the Company understand their responsibilities and obligations under the Listing Rules, the Disclosure Requirements and the Disclosure Guidance and Transparency Rules; (c) the Joint Sponsors are required, amongst other things, to notify the FCA promptly if, in connection with services provided in their capacity as sponsors, they become aware that the Company is failing or has failed to comply with its obligations under the Listing Rules, the Disclosure Requirements or the Disclosure Guidance and Transparency Rules, and the Joint Sponsors agree to consult with the Company prior to making such notification (to the extent making such consultation would not reasonably be expected to breach the Joint Sponsors’ duties and obligations to the FCA, applicable law or regulation); (d) the Joint Sponsors are required to take such reasonable steps as are sufficient to ensure that any communication or information that they provide to the FCA in carrying out sponsor services is, to the best of their knowledge and belief, accurate and complete in all material respects and to provide to the FCA, as soon as possible, any information of which they become aware that materially affects the accuracy or completeness of information that they have previously provided to the FCA as part of their sponsor services; and (e) in carrying out their sponsor services, where the Joint Sponsors provide information to the FCA which is or is based on any information it has received from any third party in connection with Admission, they are required to review and challenge such information and may need access to any such third parties, as the case may be, for such purpose. 5.9 The Company acknowledges and agrees that none of the Joint Global Co-ordinators is responsible for and has not authorised and will not authorise, the contents of the Prospectus, any Supplementary Prospectus or any other Relevant Document and that none of the Joint Global Co-ordinators has been requested to verify, nor are, nor shall be, responsible for verifying, the accuracy, completeness or fairness of any information in any of the Relevant Documents (or any supplement or amendment to any of the foregoing). 5.10 The Company irrevocably authorises each of the Joint Global Co-ordinators to give to the Registrar and/or Euroclear any instructions consistent with this Agreement and/or the Relevant Documents which are necessary for, or which are reasonably incidental to, the performance of its functions as sponsor or underwriter (as the case may be) in connection with the Rights Issue and Admission and the application for New Shares to be transferred through and held in dematerialised form through CREST. 5.11 The Company confirms the appointment of each of [***] and [***] as joint global co-ordinator, joint bookrunner and underwriter, in each case on a several basis, for the purposes of co-ordinating the Rights Issue and underwriting the New Shares on the terms and in the manner described in the Relevant Documents and upon, and subject to the terms and conditions set out in, this Agreement, and each of [***] and [***] confirms its acceptance of such appointments. 5.12 The Company: (a) confirms that the appointments in Clause 5.11 confer on each of the Joint Global Co- ordinators and their respective affiliates and agents all powers, authorities and discretions which are necessary for, or reasonably incidental to, the implementation of the Rights Issue and performance of its functions as underwriter (including the power to appoint agents and to delegate the exercise of any of its powers, authorities or

20 discretions to such agents and such of its affiliates as it deems appropriate) and the Joint Global Co-ordinators may, subject to the conditions in this Agreement, enter into sub- underwriting arrangements or commitments as agent on behalf of the Company under which the Company shall be obliged to allot, subject only to Admission, and issue New Shares in accordance with this Agreement; (b) authorises each of the Joint Global Co-ordinators to distribute, or cause to be distributed, copies of the Relevant Documents to such persons as it may decide for the purposes of the Rights Issue, provided that the Relevant Documents shall not be issued or distributed in contravention of the Selling Restrictions or, subject to certain exceptions, in any of the Excluded Territories or the United States; and (c) agrees to ratify and approve all acts and things which the Joint Global Co-ordinators and their respective affiliates and their respective agents shall lawfully do or have done in the exercise of or in contemplation of such appointment, powers, authorities and discretions as are granted in this Clause 5.12. 5.13 The Company will provide the Receiving Agent with all necessary authorisations and information to enable the Receiving Agent to perform its duties in connection with the Rights Issue. 6. Allotment 6.1 Subject to the satisfaction (or waiver by the Joint Global Co-ordinators in accordance with Clause 2.2) of the Conditions, and to: (a) the formal approval by the FCA of the Prospectus by not later than the time and date referred to in Clause 2.1(b); (b) (i) the FCA having granted permission for the New Shares (nil paid and fully paid) to be admitted to the premium listing segment of the Official List, (ii) the London Stock Exchange having granted permission for the New Shares (nil paid and fully paid) to be admitted to trading on its main market for listed securities and (iii) the admission of each of the Nil Paid Rights and the Fully Paid Rights as a Participating Security in CREST (subject only to the allotment of the New Shares), the Company shall provisionally allot the New Shares (nil paid) on Admission to all Qualifying Shareholders at the Issue Price pursuant to a resolution of the Board, except that fractions of New Shares shall not be provisionally allotted to such Qualifying Shareholders and their entitlements shall be rounded down to the nearest whole number. The allotment of the New Shares shall be made upon the terms and subject to the conditions set out in the Prospectus and to be set out in the Provisional Allotment Letter (to the extent that New Shares are to be allotted in certificated form) and on the basis referred to in Clause 6.3 for acceptance and payment in full by not later than 11.00 a.m. on the Acceptance Date. New Shares representing the aggregate of fractions of New Shares shall be provisionally allotted as directed by the Joint Global Co- ordinators and dealt with in accordance with Clause 7. 6.2 The Company may only exercise its right in the Prospectus in relation to Qualifying CREST Holders to allot and issue the Nil Paid Rights, the Fully Paid Rights or the New Shares in certificated form if it has first obtained the Joint Global Co-ordinators’ written consent (such consent not to be unreasonably withheld or delayed). 6.3 By not later than 3.00 p.m. on the day following the Acceptance Date, the Company will (or shall procure that the Receiving Agent will) confirm the provisional allotments of the New Shares which have been taken up pursuant to a resolution of the Board and cancel the provisional allotments of the New Shares which have not been taken up. By not later than the third Dealing Day after the Acceptance Date, the Company will allot a number of New Shares 21 equal to the number of New Shares for which provisional allotments were not taken up in favour of the persons who, pursuant to Clauses 8.4 and/or 9.1, are to acquire such New Shares, pursuant to a resolution of the Board. The consideration for the issue and allotment of the New Shares pursuant to this Agreement shall be the transfer by the Bank Subscriber to the Company of the JerseyCo Ordinary Shares and the JerseyCo Preference Shares pursuant to the Subscription and Transfer Agreement. 6.4 If a Supplementary Prospectus is issued by the Company two or fewer days prior to the date specified in the Prospectus as the Acceptance Date (or such later date as may be agreed between the Company and the Joint Global Co-ordinators), the parties agree that the Acceptance Date shall be extended to the date which is three Business Days after the date of issue of the Supplementary Prospectus and all dates in this Agreement referable to the Acceptance Date shall also be extended, mutatis mutandis. 6.5 The New Shares, when issued and fully paid, will rank pari passu in all respects with the existing issued Ordinary Shares (other than with respect to any dividend or distribution with a record date falling before the date of allotment of the New Shares) and will be free from all Adverse Interests. 7. Placing of Fractional Entitlements 7.1 As soon as practicable after the Record Date, the Company shall procure that the Registrar shall inform each of the Joint Global Co-ordinators of the number of New Shares representing the aggregate of fractional entitlements to New Shares. The Joint Global Co-ordinators shall (acting as agents for the Company) use their reasonable endeavours to procure that all or as many as is reasonably practicable of those Nil Paid Rights in respect of such New Shares are placed through the London Stock Exchange at a price which is at least equal to the Issue Price plus the expenses of placing (including, without limitation, any applicable brokerage and commissions and any related VAT) as soon as practicable and prior to 11.00 a.m. on the Acceptance Date. 7.2 The Joint Global Co-ordinators shall as soon as practicable inform the Company and the Receiving Agent of the number of Nil Paid Rights to be issued to placees procured pursuant to Clause 7.1 (and specifying the number requested to be issued in certificated form and the number requested to be issued in uncertificated form). As soon as reasonably practicable after the Joint Global Co-ordinators shall have so notified the Company: (a) the Company shall deliver to the Joint Global Co-ordinators, or as they shall direct, nil paid split Provisional Allotment Letters in respect of those Nil Paid Rights so issued which placees have requested to receive in certificated form, in the names and denominations required by them; and (b) the Company shall procure that the Receiving Agent instructs Euroclear to credit the stock accounts in CREST (notified by the Joint Global Co-ordinators) with the number of Nil Paid Rights that they require in respect of those Nil Paid Rights so placed which placees have requested to receive in uncertificated form, and after the Company has complied with its obligations in Clauses 7.2(a) and 7.2(b), the Joint Global Co-ordinators shall forthwith and in any event prior to 11.00 a.m. on the Acceptance Date transfer to the Transaction Bank Account (and not to the Receiving Agent on behalf of any Qualifying Shareholder) the net proceeds of the placing of those Nil Paid Rights that have been placed. 7.3 The Joint Global Co-ordinators shall have absolute discretion to procure such placees of Nil Paid Rights as they think fit and to determine the number of Nil Paid Rights with which each such placee is issued.

22 7.4 If the Nil Paid Rights referred to in Clause 7.1 have not been placed by the time set out in Clause 7.1, they shall be dealt with in accordance with Clause 8 and Clause 9 (to the extent relevant) as if they were New Shares not taken up. 8. New Shares not Taken Up 8.1 If, by 11.00 a.m. on the Acceptance Date, all the New Shares (including, for the avoidance of doubt, those representing the aggregate of fractional entitlements to New Shares in accordance with Clause 7.1 above) shall have been taken up, or are subsequently deemed to have been taken up pursuant to Schedule 1, the Joint Global Co-ordinators’ obligations under Clauses 8 and 9 shall cease forthwith. 8.2 Whether or not any New Shares shall have been taken up shall be determined in accordance with the provisions of Schedule 1 and the parties agree to give effect to the provisions of Schedule 1. 8.3 As soon as practicable after 11.00 a.m. on the Acceptance Date and by not later than 2.00 p.m. on the Dealing Day following the Acceptance Date, the Company will (or will procure that the Receiving Agent will) notify the Joint Global Co-ordinators in writing of (i) the number of New Shares which have definitely not been not been taken up (in accordance with Schedule 1) and (ii) the number of New Shares in respect of which cheques or other remittances have not cleared as at the time of such notification (the “First Notification”). By not later than 6.30 a.m. on the second Dealing Day following the Acceptance Date, the Company will (or will procure that the Receiving Agent will) notify the Joint Global Co-ordinators in writing of the number of New Shares in respect of which cheques or other remittances have subsequently been dishonoured since the First Notification and which (in accordance with Schedule 1) are treated as not taken up (the “Second Notification”). For the avoidance of doubt, the aggregate number of New Shares identified in sub-clause (i) of the First Notification and the Second Notification shall be treated as the New Shares not taken up for the purposes of this Agreement. 8.4 The Joint Global Co-ordinators will (as agents for the Company) severally use reasonable endeavours to procure subscribers for New Shares equivalent to the number of New Shares which are not taken up (or, at their discretion, for so many of the New Shares in respect of which subscribers can be so procured) upon the terms (in so far as the same are applicable) of the Prospectus and the Provisional Allotment Letter as soon as reasonably practicable and in any event by not later than 4.30 p.m. on the second Dealing Day after the Acceptance Date for an amount which is not less than the total of the Issue Price multiplied by the number of such New Shares for which subscribers are so procured and the expenses of procurement (including any applicable brokerage and commissions and amounts in respect of VAT to the extent provided in Clause 11). Any subscribers so procured by the Joint Global Co-ordinators shall subscribe for the New Shares at the Issue Price and any amount in excess of the Issue Price shall be paid by the subscriber and received by the Joint Global Co-ordinators on the basis that the same shall be applied in meeting the Joint Global Co-ordinators’ expenses of procuring such subscription (including any applicable brokerage and commissions and amounts in respect of VAT to the extent provided in Clause 11) and that any balance remaining shall be received as agent for and payable to Excluded Shareholders and/or non-accepting Qualifying Shareholders in accordance with Clause 8.7, provided always that in relation to the New Shares referred to in Clause 7.1 relating to fractional entitlements to New Shares all proceeds shall be credited to the Transaction Bank Account. The Joint Global Co-ordinators shall not be obliged to endeavour to procure such subscribers and may, at any time on or after the Acceptance Date, cease or decline to endeavour to procure any such subscribers if, in their opinion, it is unlikely that any such subscribers can be so procured by such time and on the terms referred to above, or if the procurement of subscribers would give rise to a breach of applicable law, whereupon the Joint Global Co-ordinators shall (without prejudice to their obligations under Clause 9.1) 23 not be under any obligation to endeavour to procure any such subscribers pursuant to this Clause 8.4. 8.5 The Joint Global Co-ordinators shall: (a) by not later than the third Dealing Day after the Acceptance Date inform the Company of the number of New Shares to be issued in each of certificated form and uncertificated form to subscribers procured pursuant to Clause 8.4; and (b) in respect of the amounts received by the Joint Global Co-ordinators in accordance with Clause 8.4 (and after deduction of the expenses of procuring subscribers, including amounts in respect of VAT to the extent provided in Clause 11), by not later than the fifth Dealing Day after the Acceptance Date (such date to be the Settlement Date) procure payment to: (i) the bank account notified by the Company to the Joint Global Co-ordinators, of the Issue Price in respect of the New Shares for which subscribers are procured pursuant to Clause 8.4; and (ii) to the Receiving Agent (on behalf of the persons, and in the proportions, referred to in Clause 8.7) of the balance, against the issue of New Shares in certificated form in such names and denominations as specified by the Joint Global Co-ordinators pursuant to Clause 8.5(a) in respect of the New Shares to be issued in certificated form and subject to Euroclear crediting the Joint Global Co-ordinators’ (or their nominees’) stock accounts in CREST (notified by the Joint Global Co-ordinators) with the number of New Shares specified by the Joint Global Co-ordinators pursuant to Clause 8.5(a) in respect of the New Shares to be issued in uncertificated form. 8.6 Any consideration to be received by the Company for the issue and allotment of the New Shares in accordance with Clauses 7, 8.4 and 8.5 above, shall be the transfer of the JerseyCo Ordinary Shares and the JerseyCo Preference Shares by the Bank Subscriber to the Company in accordance with the Subscription and Transfer Agreement. 8.7 The Company shall procure that the Receiving Agent makes payment of the amount received by the Receiving Agent pursuant to Clause 8.5(b)(ii) to the Excluded Shareholders and/or non-accepting Qualifying Shareholders to whom New Shares were provisionally allotted pro rata to their lapsed provisional entitlements as soon as practicable after receipt (save that individual amounts of less than £5.00 will not be so paid but will be paid to the Company for its own benefit). If the Nil Paid Rights were in certificated form when they lapsed, such payment shall be made to the person whose name and address appears on page one of the Provisional Allotment Letter relating to those Nil Paid Rights. If the Nil Paid Rights were in uncertificated form when they lapsed, such payment shall be made to the person registered as the holder of those Nil Paid Rights when they were disabled in CREST. 8.8 Any amounts credited to the Transaction Bank Account in accordance with Clauses 7, 8 and 9 shall be held in the Transaction Bank Account on behalf of the Bank Subscriber as principal on the condition that, subject to any deductions made in accordance with the Receiving Agent Agreement, such proceeds are to be applied by the Bank Subscriber solely in subscribing for the JerseyCo Preference Shares to be allotted to it under the Subscription and Transfer Agreement. 9. Underwriting 9.1 If and to the extent that the Joint Global Co-ordinators are unable to procure subscribers for the New Shares which are not taken up in accordance with Clause 8.4, the Joint Global Co-

24 ordinators shall, as agents for the Company, procure the subscription at the Issue Price of such New Shares by such Sub-Underwriters as may have been procured by them, on terms no less favourable to the Company than those set out in the Prospectus (other than as to the timing and method of acceptance and payment) failing which the Joint Global Co-ordinators, each as underwriter, shall themselves (in their Due Proportions) subscribe for, at the Issue Price, the New Shares not otherwise taken up and for which subscribers and/or Sub-Underwriters are not procured under Clause 8.4. The obligations of the Global Co-ordinators in this Clause 9.1 are several and not joint or joint and several and each Joint Global Co-ordinator shall be responsible only for its Due Proportion of the New Shares not otherwise taken up, or for which subscribers and/or Sub-Underwriters are not otherwise procured, and for the avoidance of doubt neither of the Joint Global Co-ordinators shall have any liability or obligation in respect of any default by another. 9.2 Each of the Joint Global Co-ordinators shall, not later than the close of business on the fifth Dealing Day after the Acceptance Date, pay, or procure payment of, the Issue Price for the New Shares subscribed for by it under Clause 9.1 (or for which it, or anyone on its behalf, has procured subscribers) to the bank account notified by the Company to the Joint Global Co- ordinators against credit of fully paid securities representing those New Shares to such CREST accounts as such Joint Global Co-ordinator may notify to the Company and the Receiving Agent. Upon compliance with this Clause 9.2 by the relevant Joint Global Co-ordinator, such Joint Global Co-ordinator will be under no further liability to the Company under the preceding provisions of this Clause 9. The consideration received by the Company for the issue and allotment of the New Shares at the Issue Price pursuant to Clause 9.1 shall be the transfer of the JerseyCo Ordinary Shares and the JerseyCo Preference Shares by the Bank Subscriber to the Company in accordance with the Subscription and Transfer Agreement. 9.3 Any subscription of New Shares under Clauses 8.4 or 9.1 will be made on the terms and conditions and on the basis of the information contained in the Relevant Documents (except as regards the time and method for acceptance and payment) so far as they are applicable, subject to the memorandum and articles of association of the Company and, in the case of any acquisition under Clause 9.1, on the terms of this Agreement. 9.4 Subject to the Joint Global Co-ordinators providing to the Company a proposed list of Sub- Underwriters (including an indication of the jurisdictions in which such Sub-Underwriters are located) before any commitment is entered into with such Sub-Underwriters, the identity of any Sub-Underwriters shall be determined by the Joint Global Co-ordinators. For the avoidance of doubt, each of the parties to this Agreement agree that any sub-underwriting commitments procured by the Joint Global Co-ordinators shall be for the benefit of, and paid by, each Joint Global Co-ordinator pro-rata to their Due Proportions. 9.5 The Company confirms to the Joint Global Co-ordinators that any information which the Joint Global Co-ordinators may obtain on Sub-Underwriters or other persons procured to take up any New Shares is information obtained by the Joint Global Co-ordinators in their capacities as placing agents, underwriters and/or managers and not as advisers to the Company. Accordingly (and notwithstanding any relationship which any of the Joint Global Co-ordinators may have with the Company as adviser), the Joint Global Co-ordinators shall be under no obligation to disclose to the Company any of such information, other than the identity of such Sub- Underwriters or other placees procured to take up any New Shares that have not been taken up. 9.6 The Joint Global Co-ordinators irrevocably waive any right to withdraw acceptances which may arise pursuant to Article 23 of the UK Prospectus Regulation on the publication of a Supplementary Prospectus and the Joint Global Co-ordinators undertake not to rely on Article 23(2) of the UK Prospectus Regulation in such circumstances to avoid their respective obligations under Clause 9.1. This Clause shall not prejudice the Joint Global Co-ordinators’ rights pursuant to Clauses 2 and 17. 25 9.7 Any New Shares subscribed for by the Joint Global Co-ordinators under Clause 9.1 may be retained or disposed of by the Joint Global Co-ordinators by way of a coordinated sell-down. 10. Hedging of Underwriting Obligation 10.1 Without prejudice to any other provision of this Agreement and subject to Clause 10.2, each of the Joint Global Co-ordinators severally undertakes that from the date of this Agreement until the Relevant Time it will not, and will procure that its affiliates will not, without the prior consent of the Company (such consent not to be unreasonably withheld or delayed), enter into any transaction involving: (a) Ordinary Shares; or (b) securities, derivatives or other instruments relating to Ordinary Shares, that is intended, directly or indirectly, to have the economic effect of hedging or otherwise mitigating the economic risk associated with the underwriting commitments of the Joint Global Co-ordinators contained in this Agreement. 10.2 The restriction in Clause 10.1 shall not apply to: (a) any ordinary course sales or trading activity, provided that the intention of such ordinary course sales or trading activity is not to, directly or indirectly, have the economic effect of hedging or otherwise mitigating the economic risk associated with the underwriting or any holding of the New Shares; (b) the commitment of such Joint Global Co-ordinator pursuant to this Agreement; (c) holding any proprietary positions in the Ordinary Shares or in derivatives related to the Ordinary Shares entered into by a Joint Global Co-ordinator or any of its affiliates prior to the date of this Agreement and not for the purpose of hedging their underwriting commitment hereunder or any holding of the New Shares; (d) the entry into transactions in order to fulfil a client order in relation to the Ordinary Shares or derivatives relating to the Ordinary Shares or to hedge, directly or indirectly, any exposure resulting from such order; or (e) transactions entered into for the purposes of hedging in relation to the Company’s securities (including, without limitation, any Nil Paid Rights, Fully Paid Rights or New Shares) that are undertaken with a view to achieving a substantially market-neutral position (but allowing for daily trade fluctuations and without taking into account that Joint Global Co-ordinator’s underwriting commitments hereunder); or (f) transactions that involve any securities or derivatives that reference any existing and established sector or market index, provided that the weighting of the Ordinary Shares of any such sector or market index does not exceed 15 per cent. of the weighting of such index; or (g) any other transactions relating to ordinary course market making or customer facilitation transactions which shall be effected in compliance with applicable law and regulation; or (h) procuring Sub-Underwriters for any New Shares pursuant to Clause 8.4. 10.3 The Joint Global Co-ordinators agree with the Company to use reasonable endeavours to procure that the form of sub-underwriting letter into which they enter with any Sub-Underwriter contains an undertaking by the relevant Sub-Underwriter in a substantially similar form to that

26 in Clause 10.1 and including the exceptions in a substantially similar form to those in Clause 10.2 and the following additional exceptions: (a) short-selling activity in the ordinary course of business, either by a fund managed by a Sub-Underwriter or Sub-Underwriter’s fund manager which has not entered into a sub- underwriting commitment, or on a different trading book from the Sub-Underwriter’s sub-underwriting commitment, provided that the resultant short position is not closed out directly or indirectly using New Shares subscribed for by the Sub-Underwriter by way of fulfilment of its sub-underwriting commitment; (b) short-selling activity to delta hedge positions in convertible bonds or derivatives related to the Ordinary Shares; and (c) selling Ordinary Shares already held by the Sub-Underwriter at the date of the sub- underwriting letter, and each Joint Global Co-ordinator undertakes to inform the Company promptly: (i) if any hedging restriction contained in a sub-underwriting letter differs to a material extent from the restrictions contained in this Clause 10; and (ii) if it has evidence that any Sub-Underwriter who gives such an undertaking has breached its obligations under the relevant provision of the sub-underwriting letter, it being understood that neither Joint Global Co-ordinator shall have any liability to any person for any such breach or other action or omission of any such Sub- Underwriter. 11. Commissions and Expenses 11.1 Subject to the Conditions having been satisfied or waived (in accordance with Clause 2.2) and this Agreement not having been terminated prior to Admission, in consideration of the Joint Global Co-ordinators agreeing to provide their services under this Agreement, the Company shall pay to the Joint Global Co-ordinators an aggregate base commission of 1.85 per cent. of the amount equal to the product of the Issue Price and the number of New Shares comprised in the Rights Issue (the “Base Commission”). The Base Commission payable under this Clause 11.1 shall be allocated and paid equally between the Joint Global Co-ordinators. 11.2 Subject to the Conditions having been satisfied or waived (in accordance with Clause 2.2) and this Agreement not having been terminated prior to Admission, the Company may pay a further discretionary commission of up to 0.15 per cent of the amount equal to the product of the Issue Price and the number of New Shares comprised in the Rights Issue, such amount (if any) and the allocation thereof between the Joint Global Co-ordinators to be determined by the Company in its sole and absolute discretion (the “Discretionary Commission” and, together with the Base Commission, the “Commissions”). 11.3 The Commissions shall be paid by the Company together with any additional amount in respect of any related VAT payable in accordance with Clauses 11.7 and 11.8. 11.4 The Company shall pay the Commissions, together with any other commissions and fees payable by the Company to the Joint Global Co-ordinators in connection with the Rights Issue, to the Bank Subscriber (on behalf of itself and the other Joint Global Co-ordinators) simultaneously with and conditional on the later of: (a) the Joint Global Co-ordinators procuring payment to the Company (or to the Receiving Agent) pursuant to Clause 8.5; and (b) the Joint Global Co-ordinators paying or procuring payment to the Company (or to the Receiving Agent) pursuant to Clause 9.2. The Company shall be discharged of its liability to pay the Commissions to the Joint Global Co-ordinators if it pays or procures the payment of the Commissions to the Bank Subscriber (on behalf of itself and the other Joint Global Co- ordinators) in accordance with this Clause 11.4. The Company agrees to provide to the Bank Subscriber such payment instruction letters or equivalent documentation to ensure that the 27 Commissions can be paid to it in the manner contemplated by this Clause 11.4. Without prejudice to their right to receive payment directly from the Company pursuant to this Clause 11.4, the Bank Subscriber (on behalf of itself and the other Joint Global Co-ordinators) is authorised to deduct some or all of the commissions and fees set out in Clause 11.1, together with any other commissions and fees payable by the Company to the Joint Global Co-ordinators in connection with the Rights Issue and any cost or expense which the Company has agreed to pay the Joint Global Co-ordinators (including, without limitation, any and all costs and expenses payable or indemnified under Clause 11.6) from the Total First Subscription Amount (as defined in the Subscription and Transfer Agreement) for the ‘A’ Preference Shares and, to the extent not so deducted therefrom, from the Total Second Subscription Amount (as defined in the Subscription and Transfer Agreement) for the ‘B’ Preference Shares (together in each case with any amounts in respect of VAT payable thereon in accordance with Clause 11.7). 11.5 Out of the Base Commission, the Joint Global Co-ordinators shall pay or procure the payment of any sub-underwriting commissions payable to the Sub-Underwriters. 11.6 In addition to the Commissions, the Company shall reimburse (whether or not the Joint Global Co-ordinators’ obligations under this Agreement become unconditional or this Agreement is terminated) the out-of-pocket costs and expenses of the Joint Global Co-ordinators which are properly incurred in connection with the Rights Issue, the GM, the allotment and issue of the New Shares, this Agreement, the Option Agreement, the Subscription and Transfer Agreement and the Receiving Agent Agreement (excluding, for the avoidance of doubt: (i) VAT or amounts in respect of VAT (which is dealt with by Clauses 11.7 and 11.8); and (ii) any Taxation incurred on income, profits or gains of the Joint Global Co-ordinators). This shall include the properly incurred fees of the Joint Global Co-ordinators’ legal counsel up to a cap of £365,000 (exclusive of VAT and properly incurred disbursements and subject to agreed terms and assumptions) and any other expenses (including in respect of book-building software, NetRoadshow and Dealogic) and any stamp duty, stamp duty reserve tax or other transfer, documentary, registration, capital and other Taxes or duties of a similar nature, and any related interest and penalties with respect thereto payable by any of the Joint Global Co-ordinators (as relevant) (“Transfer Taxes”) which arise pursuant to or in connection with: (i) the allotment, issue, acquisition, and/or delivery of the New Shares for, by or to the Qualifying Shareholders, the Joint Global Co-ordinators (as principal) or persons procured by the Joint Global Co- ordinators (as agent for the Company) pursuant to the Rights Issue; or (ii) the execution, delivery, performance or enforcement of this Agreement, the Subscription and Transfer Agreement, the Option Agreement or the Receiving Agent Agreement and shall indemnify and hold harmless each Indemnified Person from and against any such Transfer Taxes. The Company shall not be liable for any Transfer Taxes if and to the extent: (a) they arise as a result of any subsequent transfer of, or agreement to transfer, New Shares by any Joint Global Co- ordinator following the acquisition of New Shares by such Joint Global Co-ordinator under Clause 9 or by any subscriber for New Shares; or (b) they arise pursuant to sections 67, 70, 93 or 96 of the Finance Act 1986, to the extent that such Transfer Tax exceeds the Transfer Tax that would have arisen if the existence and consequences of those sections were ignored; or (c) the Bank Subscriber is compensated in respect of such Transfer Taxes under the Subscription and Transfer Agreement and/or the Option Agreement (or would have been so compensated under either of such agreements but was not so compensated solely because of an applicable exclusion therein); or (d) they arise or are increased as a result of any of the Joint Global Co- ordinators (or any of their agents): (i) signing or executing any document effecting the issue or transfer of the JerseyCo Ordinary Shares or the JerseyCo Preference Shares in the United Kingdom; or (ii) bringing any such document into the United Kingdom except to comply with a request from HMRC or any other body or authority discharging statutory duties or for the purposes of admitting such document as evidence in proceedings in the United Kingdom (except in each case where alternative documentation or evidence (as applicable) is available that, in the reasonable opinion of the relevant Joint Global Co-ordinator or its agent, is an adequate substitute for such document and can be produced at a cost not exceeding the Transfer

28 Taxes payable) and except as required by law; or (e) they comprise fines, interest or penalties which have arisen or are increased pursuant to the unreasonable delay of any Joint Global Co- ordinator or its agents in paying such Transfer Tax when due. The Company shall immediately on request pay or reimburse the Joint Global Co-ordinators the amount of any expenses which are to be borne by the Company and which the Joint Global Co-ordinators (or any subscriber for New Shares) have paid. The Joint Global Co-ordinators agree to obtain the prior written consent of the Company (such consent not to be unreasonably withheld or delayed) before incurring any individual expense over £5,000 (other than expenses incurred in relation to fees of the Joint Global Co-ordinators’ legal counsel as provided above, software licence fees including in respect of book-building software, NetRoadshow and Dealogic, and any expenses incurred by the Joint Global Co-ordinators on behalf of the Company). 11.7 Where, pursuant to this Agreement, a sum is payable to a Joint Global Co-ordinator or an Indemnified Person, the Company shall also pay to that Joint Global Co-ordinator or Indemnified Person (or the Joint Global Co-ordinators may deduct pursuant to Clause 11.4) in respect of VAT: (a) where the payment (or any part of it) constitutes the consideration (or any part of it) for any supply of services by that Global Co-ordinator or Indemnified Person to the Company (and, for the avoidance of doubt, except where the reverse charge procedure applies), such amount as equals any VAT properly payable in respect of such supply and for which such Global Co-ordinator or Indemnified Person or the representative member of any VAT group of which they form part is liable to account to the relevant Taxing Authority, subject to the provision of a valid VAT invoice in respect of such VAT; (b) where the payment is to reimburse a Joint Global Co-ordinator or an Indemnified Person for any cost, charge, fee or expense incurred by it and no VAT is payable by the Company under Clause 11.6(a) above in respect of such sum (and except where Clause 11.7(c) below applies) such amount as equals any VAT charged to or incurred by that Joint Global Co-ordinator or Indemnified Person in respect of any cost, charge or expense which gives rise to or is reflected in the payment and which that Joint Global Co-ordinator or Indemnified Person determines (acting reasonably and in good faith) is not recoverable by the Joint Global Co-ordinator or Indemnified Person (or the representative member of any VAT group of which they form part) by repayment or credit; and (c) where the payment is in respect of costs, charges, fees or expenses incurred by the Joint Global Co-ordinator or Indemnified Person as agent for the Company and except where section 47(2A) or section 47(3) of the United Kingdom Value Added Tax Act 1994 applies, such amount as equals the amount included in the costs, charges, fees or expenses in respect of VAT, provided that in such a case the Joint Global Co-ordinator or Indemnified Person will use reasonable endeavours to procure that the actual supplier of the goods or services which the Joint Global Co-ordinator or Indemnified Person received as agent issues its own VAT invoice directly to the Company. 11.8 All VAT or amounts in respect of VAT payable under Clause 11.7 shall be paid by the Company (to the extent not deducted or to be deducted by a Joint Global Co-ordinator pursuant to Clause 11.3) in immediately available funds to such bank account as the Joint Global Co- ordinator or Indemnified Party (as relevant) shall notify in writing to the Company within five Dealing Days after the provision by the Joint Global Co-ordinator or Indemnified Person to the Company of a valid VAT invoice. 29 12. Undertakings 12.1 The Company will duly perform all of its obligations in connection with the Rights Issue arising pursuant to this Agreement, the Option Agreement, the Subscription and Transfer Agreement, any of the Relevant Documents and the Receiving Agent Agreement or otherwise, will duly and promptly enforce all rights it may have under each such agreement and will not, without the prior written consent of the Joint Global Co-ordinators: (a) seek to modify, vary or supplement any of the terms and conditions of any of those agreements, or of the Rights Issue or to extend the period(s) during which the Rights Issue is open for application or acceptance, or (b) grant any release, waiver or indulgence in relation to any obligation of another party to any such agreement or extension of time for performance of any such obligation. 12.2 The Company undertakes to comply with the Company’s articles of association and with all relevant laws and regulations of the United Kingdom and any other relevant jurisdiction including, without limitation, the UK Prospectus Regulation, MAR, the Companies Act, the FSMA, the FS Act, the Listing Rules, the Prospectus Regulation Rules, the Disclosure Requirements, the Disclosure Guidance and Transparency Rules, the Admission and Disclosure Standards, the requirements of the FCA, the Exchange Act and the Securities Act, in performing its obligations under this Agreement and otherwise in connection with the Rights Issue or Admission. 12.3 If it shall be necessary, in the reasonable opinion of the Company and its advisers or the Joint Global Co-ordinators (acting jointly) or their legal advisers, at any such time, until the Settlement Date to amend or supplement any Relevant Documents in order to comply with the requirements of the UK Prospectus Regulation, MAR, the FSMA, the FS Act, the Listing Rules, the Prospectus Regulation Rules, the Disclosure Requirements and/or the Disclosure Guidance and Transparency Rules (as the case may be) and/or ensure that the Relevant Documents remain true and accurate in all material respects and not misleading up to the Settlement Date, the Company will promptly prepare and file with the FCA (or procure the filing with the FCA of) such amendment or supplement as may be necessary to correct such statement or omission or to make such Relevant Documents comply with such requirements. Before amending or supplementing any Relevant Documents, the Company will furnish the Joint Global Co- ordinators with a copy of each such proposed amendment or supplement, and will not make any such proposed amendment or supplement without the prior written consent of the Joint Global Co-ordinators (acting jointly), provided always that, subject to the terms of Clause 3.5: (a) nothing in this paragraph shall prevent the Company or the Directors from complying with their obligations at law or under the UK Prospectus Regulation, MAR, the FSMA, the FS Act, the Listing Rules, the Prospectus Regulation Rules, the Disclosure Requirements and/or the Disclosure Guidance and Transparency Rules (as the case may be) having taken into account any reasonable requests of the Joint Global Co-ordinators; and (b) this paragraph shall be without prejudice to the rights of the Joint Global Co-ordinators pursuant to Clause 2.3 and Clause 17. 12.4 The Company undertakes that, subject to Clause 12.5, except for the publication of the Relevant Documents, the Prospectus, any announcement in connection with the Prospectus and any supplement or amendment to any of them, the Company shall not and the Company shall procure that no Group Company will, circulate, distribute, despatch, publish, issue or make (or authorise any other person to circulate, distribute, despatch, publish, issue or make), either individually or jointly with any other person, any press or public announcement or communication concerning the Company, the Group or any Group Company or the Rights Issue, Admission or any other transaction, or otherwise relating to the assets, liabilities, profits, losses, financial or trading condition or the earnings, business affairs or business prospects of the Company, the Group or any Group Company which is or may be material in the context of

30 the Group taken as a whole, the Rights Issue, the underwriting of the New Shares and/or Admission (and which excludes, for the avoidance of doubt, routine communications in the ordinary course of business and consistent with past practice), whether in response to enquiries or otherwise, between the date hereof and 30 days following the Settlement Date, without the prior written consent of the Joint Global Co-ordinators (acting jointly). 12.5 The provisions of Clause 12.4 shall not apply to any press or public announcement, advertisement, statement or communication if and to the extent that it is required by law or regulation (including without limitation the Listing Rules, the Disclosure Requirements, the Disclosure Guidance and Transparency Rules, the Admission and Disclosure Standards, the FS Act or the FSMA) or by the FCA or the London Stock Exchange, or under the Regulations or the rules, practices and procedures laid down by Euroclear or by any governmental or quasi- governmental authority or other regulatory body having jurisdiction over any Group Company, provided that prior to the making or despatch thereof the Company shall (where legally permissible and reasonably practicable): (a) make available drafts of any such announcement, advertisement, statement or communication to the Joint Global Co-ordinators as far in advance as is reasonably practicable prior to its publication to allow the Joint Global Co-ordinators an opportunity to consider and comment on the same; (b) consult with the Joint Global Co-ordinators as to the content, timing and manner of making or despatch thereof, and (c) take into account all reasonable requirements on the Joint Global Co-ordinators’ part in relation to the content, timing and manner of making or despatch thereof. 12.6 The Company undertakes to use reasonable endeavours to procure that employees of the Company and its subsidiaries observe the restrictions set out in Clause 12.4 as if they were parties thereto. 12.7 The Company undertakes to the Joint Global Co-ordinators that it will not, and will procure that no member of its Group will (other than in connection with the Rights Issue) between the date hereof and 45 days following the Settlement Date, without, having consulted with the Joint Global Co-ordinators, where legally permissible and reasonably practicable, enter into or vary any agreement, commitment or arrangement or put itself into a position where it is obliged to announce any agreement, commitment or arrangement which is material in the context of the business or affairs of the Group taken as a whole or which is otherwise material in the context of the Rights Issue, the underwriting of the New Shares or Admission. 12.8 The Company agrees that, between the date hereof and the date which falls 180 days after the Settlement Date it will not, without the prior written consent of the Joint Global Co-ordinators (acting jointly): (a) undertake any consolidation or subdivision of its share capital or any capitalisation issue; or (b) save for any final dividend proposed at, and approved by, shareholders at the 2024 AGM and any interim dividend for the half year to 30 September 2024 (including for the avoidance of doubt any scrip dividend alternative in each case), not to declare or pay any dividends or make any kind of distribution or grant of other rights in respect of the Ordinary Shares; or (c) directly or indirectly, issue, allot, offer, pledge, sell, lien, charge, transfer, contract to sell, lend, sell any option or contract to purchase, purchase any option or contract to sell, grant any right in respect of or security over or any option, right or warrant to purchase, deposit into any depositary receipt facility or otherwise transfer or dispose of any Ordinary Shares or any securities convertible into or exercisable or exchangeable 31 for Ordinary Shares or file any registration statement under the Securities Act with respect to any of the foregoing (or publicly announce the same); or (d) enter into any swap or other agreement, arrangement or transaction that transfers or confers in whole or in part, directly or indirectly, any of the economic consequences of the ownership of its Ordinary Shares, (whether any such swap, agreement, arrangement or transaction described in Clause 12.8(d) above is to be settled by delivery of Ordinary Shares, cash or otherwise), provided that the restrictions above shall not apply in relation to: (i) the issuance of the New Shares to be issued in the context of the Rights Issue; or (ii) the grant or award in the ordinary course of options or Ordinary Shares under, and allotments and issuances of Ordinary Shares pursuant to, the Company’s executive or employee share schemes or incentive plans existing on the date of this Agreement and disclosed in the Prospectus. 12.9 The Company undertakes to the Joint Global Co-ordinators that: (a) it will not amend, vary or waive the terms of any of the Irrevocable Undertakings without the Joint Global Co-ordinators’ prior written consent (acting jointly); and (b) in the event that any Director-Shareholder breaches the terms of his or her Irrevocable Undertaking, the Company will use all reasonable endeavours to enforce the terms of the relevant Irrevocable Undertaking. 12.10 The Company undertakes that it will not take, directly or indirectly, any action which was or is designed to, or might reasonably have been expected to, constitute or result in, the stabilisation, maintenance or manipulation of the price of the Ordinary Shares or any other security of the Company or any instrument evidencing rights to Ordinary Shares or any such other security. 12.11 The Company undertakes to apply the net proceeds it receives from the Rights Issue in the manner set out in the Prospectus and will not directly or indirectly use the proceeds of the Rights Issue, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity: (a) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions; (b) to fund or facilitate any activities of or business in any Sanctioned Territory, Russia or Belarus; or (c) in any other manner that will result in a violation by any person (including any person participating in the transaction whether as underwriter, initial purchaser, adviser, investor or otherwise) of Sanctions, provided that this Clause 12.11 shall not apply if and to the extent it is unenforceable as a result of the Blocking Regulation and, in such case, the enforceability of this Clause 12.11 shall not otherwise be affected. 12.12 The Company undertakes to observe and comply with the provisions in respect of overseas shareholders set out in paragraph 2.6 of Part IX of the Prospectus. 12.13 The Company will not become an “open-end company”, “unit investment trust” or “face-amount certificate company” as such terms are defined in, and is not required to be registered under, Section 8 of the Investment Companies Act, for so long as any Nil Paid Rights, Fully Paid Rights or New Shares are “restricted securities” within the meaning of Rule 144(a)(3) of the Securities Act. 12.14 The Company undertakes that neither it nor any of its affiliates, nor any person acting on its or their behalf (other than the Joint Global Co-ordinators and their affiliates, as to whom it makes no representation) will engage in connection with the offering of the Nil Paid Rights, Fully Paid Rights or New Shares, in any form of general solicitation or general advertising (within the meaning of Regulation D). 12.15 The Company undertakes that neither it nor any of its affiliates, nor any person acting on its or their behalf (other than the Joint Global Co-ordinators and their affiliates, as to whom it makes

32 no representation) will engage in any “directed selling efforts” (within the meaning of Regulation S) with respect to the Nil Paid Rights, Fully Paid Rights or New Shares. 12.16 None of the Company or its affiliates, or any person acting on its or their behalf (other than the Joint Global Co-ordinators and their affiliates, as to whom it makes no representation) will, directly or indirectly, make offers or sales of any security, or solicit offers to buy or otherwise negotiate in respect of, any security, under circumstances that would require the registration of the Nil Paid Rights, Fully Paid Rights or New Shares under the Securities Act. 12.17 The Company undertakes that, so long as the Nil Paid Rights, Fully Paid Rights or New Shares are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, it will not, and will not permit any Group Company to, resell in the United States any Ordinary Shares that have been reacquired by any of them. 12.18 Each of the Joint Global Co-ordinators severally agrees to comply with the terms of the Selling Restrictions in seeking to procure subscribers and/or Sub-Underwriters for any Nil Paid Rights or New Shares pursuant to the terms of this Agreement. 13. Representations, Warranties and Undertakings 13.1 The Company represents and warrants to the Joint Global Co-ordinators that each Warranty is true and accurate and not misleading at the date of this Agreement and shall remain true and accurate and not misleading and be repeated at the date of this Agreement, at the Prospectus Date (if different), at Admission, at the Acceptance Date, at any Time of Sale, at the Settlement Date and on the date of publication of any Supplementary Prospectus, in each case by reference to the facts and circumstances then existing. On their deemed repetition under the terms of this Clause 13.1 (other than on the Prospectus Date), the Warranties shall be qualified to the extent of any facts or information disclosed in (i) any Supplementary Prospectus published on or prior to the date of such repetition, and (ii) if repeated after the last time at which a Supplementary Prospectus can be published, in any announcement subsequently made by or on behalf of the Company through a Regulatory Information Service. 13.2 The Company acknowledges that each of the Joint Global Co-ordinators is entering into this Agreement, and (in the case of the Bank Subscriber) the Option Agreement and the Subscription and Transfer Agreement, in reliance on such representations, warranties and undertakings. Each representation, warranty and undertaking shall be construed separately and shall not be limited or restricted by reference to or inference from the terms of any other representation, warranty and undertaking or any other term of this Agreement the Option Agreement or the Subscription and Transfer Agreement. 13.3 The Company shall not cause or permit (and shall procure that no other Group Company nor any of its or their respective directors, officers, employees or agents shall cause or permit) any event to occur or omit to do anything between the date of this Agreement and the earlier of the Settlement Date or the date on which the Joint Global Co-ordinators’ obligations under this Agreement cease in accordance with Clauses 2.3, 8.1 or 17.1 which would make any Warranty untrue, inaccurate or misleading if, in such case, such Warranty were repeated at such date by reference to the facts and circumstances then existing. 13.4 The Company shall promptly notify the Joint Global Co-ordinators (giving reasonable details) if it comes to the knowledge of the Company or any Director before the Settlement Date that any of the Warranties: (a) was or is reasonably likely to have been breached or untrue, inaccurate or misleading in any respect when given; or (b) has or is reasonably likely to have ceased to be true and accurate and has or is reasonably likely to have become misleading in any respect, or the Company becomes aware of any circumstance which would or is reasonably likely to cause any of the Warranties to be breached or become untrue, inaccurate or misleading in any respect if repeated by reference to the fact and circumstances existing at any time during 33 the period referred to in Clause 13.3, or if the Company is in breach of any of its obligations under this Agreement, the Option Agreement or the Subscription and Transfer Agreement. 13.5 The Company agrees that the Joint Global Co-ordinators and any Sub-Underwriter who acquires New Shares shall be entitled in respect of those New Shares to the same remedies and rights of action against the Company, and to the same extent, as any person who acquires any New Shares pursuant to the Rights Issue on the basis of the Prospectus and the Provisional Allotment Letter. 13.6 References in this Agreement to a representation, warranty or undertaking being (or not being) true and accurate or not being (or being) misleading “in any material respect” or “in all material respects” (or similar expressions) shall mean material in the context of the Group taken as a whole, the Rights Issue, the underwriting of the New Shares or Admission. In that connection and otherwise in this Agreement in relation to references to a matter which would or might be “material in the context of the Group taken as a whole, the Rights Issue, the underwriting of the New Shares or Admission” (or similar expressions) a matter shall, without limitation, be deemed to be so material for these purposes if it would: (a) have been material for disclosure to potential Sub-Underwriters or other subscribers for New Shares had such matter existed when such Sub-Underwriters or other subscribers for New Shares were sought for the New Shares; and/or (b) be reasonably likely to result in a Material Adverse Change. 13.7 The Warranties referred to in this Clause 13 shall remain in full force and effect notwithstanding completion of all matters and arrangements referred to in, or contemplated by, this Agreement. 13.8 Where any of the warranties, representations and undertakings are qualified by reference to awareness and/or knowledge and/or information and/or belief of the Company or any similar or analogous expression, the information of which the Company is aware shall be deemed to include the knowledge of any of the Directors and that reference shall be deemed to include a statement to the effect that it has been given after making due and careful enquiry. 13.9 The Company undertakes to observe and comply with the provisions in respect of overseas shareholders set out in paragraph 2.5 Part III of the Prospectus under the heading “Overseas Shareholders”, and not to grant exceptions to, or waivers of, such provisions without the written consent of the Joint Global Co-ordinators (such consent not to be unreasonably withheld or delayed). 14. Exclusions of Liability 14.1 No claim (whether direct or indirect, in contract, tort or otherwise) shall be made by the Company or any of its subsidiary undertakings, members of the Group, affiliates or associates, or any of the directors, officers, employees, representatives or agents of any of them in any jurisdiction against any Indemnified Person to recover any Loss or Claim suffered or incurred by any person and which arises out of the carrying out by any Indemnified Person of obligations or services in connection with this Agreement, the Option Agreement, the Subscription and Transfer Agreement, the Receiving Agent Agreement or any other agreements relating to the Rights Issue, or in connection with the Rights Issue itself except (otherwise than in connection with the matters referred to in Clauses 15.1(a) to (e) and otherwise than as a result of a payment made or an obligation or liability to make payment arising under Clause 15.1) to the extent that they are finally judicially determined by a court of competent jurisdiction to have arisen from the fraud, wilful default or gross negligence of such Indemnified Person or any other Indemnified Person connected to the relevant Joint Global Co-ordinator. 14.2 The Company agrees that no Indemnified Person is acting as a financial adviser or fiduciary to the Company or any other person in providing the services contemplated in this Agreement or in respect of the timing, terms, structure or price of the Rights Issue, irrespective of whether

34 any such Indemnified Person has provided input to the Company with respect thereto, and in particular, but without limitation, that each of the Joint Global Co-ordinators (including, for the avoidance of doubt, [***] and [***] acting in their capacity as Joint Sponsors) is acting solely pursuant to a contractual relationship with the Company on an arm’s length basis with respect to the Rights Issue (including in determining the terms of the Rights Issue) and not as a financial adviser or fiduciary to the Company or any other person, and none of the Joint Global Co- ordinators (including, for the avoidance of doubt, [***] and [***] acting in their capacities as Joint Sponsors) has any obligation to the Company with respect to the Rights Issue except the obligations expressly set out in this Agreement. No claim shall be made by the Company or any of its subsidiary undertakings, members of the Group, affiliates or associates, or any of the directors, officers, employees, representatives or agents of any of them against any Indemnified Person in respect of the timing, terms or structure of the Rights Issue, including the setting of the Issue Price at a level that is too high or too low. Nothing in this Clause 14.2 shall exclude or restrict any duty or liability of any Indemnified Person which it has under the FSMA or arrangements for regulating any such Indemnified Person thereunder to any extent prohibited by those arrangements. 14.3 Without prejudice to any rights or claims which the Company or any of its subsidiary undertakings, members of the Group, affiliates or associates, or any of the directors, officers, employees, representatives or agents of any of them may have or assert against the Joint Global Co-ordinators or any of their respective Indemnified Persons in connection with this Agreement, the Option Agreement, the Subscription and Transfer Agreement or the Receiving Agent Agreement, the Rights Issue, Admission or any of the other arrangements contemplated by the Relevant Documents, or any of them, or this Agreement, the Option Agreement, the Subscription and Transfer Agreement or the Receiving Agent Agreement, no claims of any nature whatsoever (whether direct or indirect, in contract, tort or otherwise) may be brought by the Company (or any member of the Company’s group) or any of its or their directors, officers, employees, representatives or agents against any director, officer, employee, representative or agent of the Joint Global Co-ordinators or any of their respective Indemnified Persons in respect of any conduct, action or omission by the individual concerned in connection with this Agreement, the Option Agreement, the Subscription and Transfer Agreement, the Receiving Agent Agreement, the Rights Issue or Admission, or any of the other arrangements contemplated by the Relevant Documents, or any of them, or this Agreement, the Option Agreement, the Subscription and Transfer Agreement or the Receiving Agent Agreement. 14.4 Without prejudice to any rights or claims which any Joint Global Co-ordinator or Indemnified Person may have or assert against the Company or any of its affiliates, associated companies, subsidiaries and any subsidiaries of such companies from time to time in connection with this Agreement, the Option Agreement, the Subscription and Transfer Agreement or the Receiving Agent Agreement, the Rights Issue, Admission or any of the other arrangements contemplated by the Relevant Documents, or any of them, or this Agreement, the Option Agreement, the Subscription and Transfer Agreement or the Receiving Agent Agreement, no claims of any nature whatsoever (whether direct or indirect, in contract, tort or otherwise) shall be brought by any Joint Global Co-ordinator or any of their respective Indemnified Persons against any director, officer or employee of the Company (or any of its affiliates, associated companies, subsidiaries and any subsidiaries of such companies) in connection with this Agreement, the Option Agreement, the Subscription and Transfer Agreement or the Receiving Agent Agreement or the Rights Issue, Admission or any of the other arrangements contemplated by the Relevant Documents, or any of them, or this Agreement, the Option Agreement, the Subscription and Transfer Agreement or the Receiving Agent Agreement. 15. Indemnity 15.1 The Company agrees to fully and effectively indemnify and hold harmless each Joint Global Co-ordinator, each of their respective affiliates, subsidiary undertakings and ultimate holding 35 companies, each of the subsidiaries, branches and affiliates of such holding companies and each of the Joint Global Co-ordinators’ and their respective directors, officers, employees, representatives, agents and any successor or assign of any such person (each, an “Indemnified Person”), regardless of the jurisdiction in which such Loss or Claim is suffered or incurred, from and against any and all Losses or Claims, whatsoever, which are suffered or incurred by any Indemnified Person which relate to or arise, directly or indirectly, out of, or are attributable to, based upon or connected with, anything done or omitted to be done by any person (including by the relevant Indemnified Person) in connection with the Rights Issue, Admission or acting as Joint Sponsor to the Company, or the arrangements contemplated by the Relevant Documents or the Prospectus, or any of them (or any amendment or supplement to any of them), or this Agreement, the Option Agreement, the Subscription and Transfer Agreement or the Receiving Agent Agreement or any other agreement relating to the Rights Issue, including but not limited to: (a) any and all Losses or Claims whatsoever, as incurred, arising out of the Relevant Documents or the Prospectus, or any of them (or any amendment or supplement to any of them) not containing or fairly presenting, or being alleged not to contain or not to fairly present, all information required by law or regulation to be contained therein, or any statement therein being or being alleged to be in any respect not based on reasonable grounds, in the light of the circumstances in which they were made; and/or (b) any and all Losses or Claims whatsoever, as incurred, arising out of any untrue or inaccurate statement, or any alleged untrue or inaccurate statement, of a material fact contained in the Relevant Documents or the Prospectus, or any of them (or any amendment or supplement to any of them), or an omission or alleged omission to state in any of the Relevant Documents or the Prospectus, or any of them (or any amendment or supplement to any of them) a material fact, necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; and/or (c) any and all Losses or Claims whatsoever, as incurred, arising out of any breach or alleged breach by the Company or JerseyCo of any of its obligations, warranties, representations, covenants and undertakings set out in this Agreement, the Option Agreement, the Subscription and Transfer Agreement or the Receiving Agent Agreement or out of the arrangements contemplated by the Relevant Documents or the Prospectus, or any of them (or any amendment or supplement to any of them) or any other agreement entered into or to be entered into relating to the Rights Issue or Admission; and/or (d) any and all Losses or Claims whatsoever, as incurred, in connection with or arising out of the issue, publication or distribution of the Relevant Documents, or any of them (or any amendment or supplement to any of them) and/or any other documents or materials relating to the application for Admission; and/or (e) any and all Losses or Claims whatsoever, as incurred, in connection with or arising out of any failure or alleged failure by the Company or JerseyCo or any of the Directors or directors of JerseyCo or any of its or his or her respective agents, employees or advisers to comply with the Companies Act, the FSMA, the FS Act, MAR, the UK Prospectus Regulation, the Listing Rules, the Prospectus Regulation Rules, the Disclosure Requirements, the Disclosure Guidance and Transparency Rules, the Regulations and the rules, practices and procedures laid down by CREST, the rules and regulations of the London Stock Exchange and the Admission and Disclosure Standards or any other legal requirement or statute or regulation in any jurisdiction in relation to the application for Admission, the Rights Issue or the allotment and issue of the New Shares or the arrangements contemplated by the Relevant Documents or the Prospectus, or any of them (or any amendment or supplement to any of them), or this

36 Agreement, the Option Agreement, the Subscription and Transfer Agreement or the Receiving Agent Agreement or any other agreement entered into or to be entered into relating to the Rights Issue; and/or (f) any and all Losses or Claims whatsoever, as suffered or incurred by such Indemnified Person: (i) as a person who has communicated or approved the contents of any financial promotion (other than the Relevant Documents, or any of them, or any amendment or supplement to any of them) made in connection with the Rights Issue or the application for Admission for the purpose of Section 21 of the FSMA; and/or (ii) in its capacity as Joint Sponsor to the Company’s application for Admission and the Prospectus; and/or (g) the carrying out, or performance, by any Indemnified Person of its duties, obligations and services under or in connection with the Rights Issue or Admission or this Agreement, the Option Agreement, the Subscription and Transfer Agreement or the Receiving Agent Agreement, either before or after the date of this Agreement, provided that: (i) save with respect to any Losses or Claims contemplated in sub-Clauses 15.1(a) to (e), the indemnity contained in this Clause 15 shall not apply to any Losses or Claims to the extent that they are finally judicially determined by a court of competent jurisdiction to have arisen from the fraud, wilful default or gross negligence of such Indemnified Person or any other Indemnified Person connected to the relevant Joint Global Co-ordinator; (ii) the indemnity in this Clause 15 shall not apply to any Losses or Claims if and to the extent arising out of a decline in the market value of the Ordinary Shares suffered or incurred by any Indemnified Person as a result of it having been required to subscribe for New Shares pursuant to Clause 9.1 save to the extent such decline is caused by or results from or is attributable to or would not have arisen but for (in each case directly or indirectly) the neglect or default of the Company or any breach by the Company of any of its obligations under this Agreement, the Option Agreement or the Subscription and Transfer Agreement, including any of the Warranties, representations, warranties or undertakings thereunder, or the Receiving Agent Agreement; and (iii) the indemnity in this Clause 15.1 shall not apply to any Losses or Claims relating to: (A) any Transfer Taxes (which are dealt with by Clause 11.6); (B) any VAT or amounts in respect of VAT (which are dealt with by Clauses 11.7 and 11.8); and (C) any Taxation which is incurred by an Indemnified Person on its income, profits or gains. 15.2 Each Joint Global Co-ordinator shall, and shall use reasonable endeavours to procure that its Indemnified Persons shall, give notice as soon as reasonably practicable to the Company of any action commenced against it after receipt of a written notice of any Claim or the commencement of any action or proceeding in respect of which a Claim for indemnification may be sought under this Clause 15, insofar as may be consistent with the terms of any relevant insurance policy and provided that to do so would not be prejudicial to it (or to any Indemnified Person connected to it) or to any obligation of confidentiality or other legal or regulatory obligation which that Indemnified Person owes to any third party or to any regulatory request that has been made of it, provided that failure to so notify the Company shall not relieve the Company from any liability hereunder to the extent it is not materially prejudiced as a result thereof and 37 in any event shall not relieve the Company from any liability which it may have otherwise than on account of the indemnity set out in this Clause 15, provided that non-disclosure by reason of a legal or regulatory restriction shall not constitute a failure to notify by an Indemnified Person. Subject to being indemnified and secured to its reasonable satisfaction by the Company against any additional or increased Claims or Losses it may suffer or incur as a result of so doing, and subject to the requirements (if any) of such Indemnified Person’s insurers, such Indemnified Person shall thereafter consult with the Company regarding its conduct of the Claim and provide the Company with such information and copies of such documents relating to the Claim as the Company may reasonably request, provided that such Indemnified Person shall not be under any obligation to provide the Company with a copy of any document which is or may reasonably be considered to be legally privileged. 15.3 Subject to Clause 15.4 below, the Company shall, upon giving written notice to the relevant Indemnified Person, have the right to assume conduct of any Claim by appointing legal counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person in the defence of such a Claim and in that event the Company shall thereafter consult, as far as reasonably practicable, with the relevant Indemnified Person regarding its conduct of the Claim, take into account the views of the Indemnified Person in its conduct of the Claim and provide the Indemnified Person with such information and copies of such documents relating to the Claim as the Indemnified Person may reasonably request, provided that the Company shall not be under any obligation to provide the Indemnified Person with a copy of any document which is or may reasonably be considered to be legally privileged. 15.4 The Company shall not have the right of conduct of a Claim (and must cede conduct if it has previously assumed conduct but, for the avoidance of doubt, not conduct of the Company’s own defence) where: (a) the use of legal counsel chosen by the Company to represent the relevant Indemnified Persons in such Claim presents such legal counsel with a conflict of interest; (b) the actual or potential defendants in, or targets of, any Claim include both an Indemnified Person or Indemnified Persons (as the case may be) and the Company and the Indemnified Person or Indemnified Persons (as the case may be) conclude that there are likely to be legal defences available to them or other Indemnified Persons that are different from or in addition to those available to the Company; (c) the Company shall not have employed legal counsel reasonably satisfactory to the relevant Indemnified Person or Indemnified Persons (as the case may be) within a reasonable amount of time after notice of the commencement of such Claim is provided in accordance with Clause 15.2; (d) the relevant Indemnified Person or Indemnified Persons (as the case may be) shall have confirmed that their rights under their policies of insurance may be prejudiced; (e) the Claim relates to an investigation by any governmental or regulatory agency or body with jurisdiction over the business and/or activities of the relevant Indemnified Person; or (f) the Company authorises the relevant Indemnified Person or Indemnified Persons (as the case may be) to retain or assume conduct of any Claim. 15.5 In any such circumstances where the Company must cede conduct, the Company shall promptly take all reasonable actions as may be required by the relevant Indemnified Person or Indemnified Persons (as the case may be) to return sole conduct of the Claim to the relevant Indemnified Person. 15.6 The Company shall not be liable for any settlement or compromise of or consent to the entry of any judgment with respect to any Claim effected by an Indemnified Person without its written

38 consent (with such consent not to be unreasonably withheld or delayed), but if settled with such consent or if there is a judgment for the claimant, the Company agrees that its obligation to indemnify under this Clause 15 shall extend to the amount of any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested the Company to reimburse the Indemnified Person for the fees and expenses of its legal counsel pursuant to this Agreement, the Company agrees that it shall be liable for any settlement or compromise of, or consent to the entry of any judgment with respect to, any Claim effected without its written consent if: (i) such settlement, compromise or consent is entered into or given more than 45 days after receipt by the Company of such request; and (ii) the Company shall not have reimbursed the Indemnified Person in accordance with this Letter prior to the date of such settlement, compromise or consent 15.7 The Company agrees that: (a) if it becomes aware of any Claim or any matter that would reasonably be expected to give rise to a Claim against any Indemnified Party for which indemnification may be sought under this Agreement, the Company shall, as soon as reasonably practicable, notify the Banks thereof and, subject any duties of confidentiality, co-operate with the relevant Indemnified Persons and provide them with such information and copies of such documents relating to the Claim as they may reasonably request, provided that the Company shall not be under any obligation to provide the relevant Indemnified Persons with a copy of any document which is or may reasonably be considered to be legally privileged; and (b) it shall not, without the prior written consent of the relevant Indemnified Person, effect the settlement or compromise of, or consent to the entry of any judgement with respect to, any pending or threatened Claim in respect of which indemnification may be sought pursuant to this Clause 15 (whether or not such Indemnified Person is an actual or potential party to such Claim or Loss) unless such settlement, compromise or consent: (i) includes an unconditional release of the Banks and each Indemnified Person from all liability arising out of such Claim or Loss; and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by, or on behalf of, any of the Banks or any other Indemnified Person. 15.8 In the absence of conflict, in no event shall the Company be liable for the fees and expenses of more than one legal counsel for all Indemnified Persons (in addition to any local counsel) in addition to its own legal counsel in connection with any one action or separate but related actions in the same jurisdiction arising out of the same allegations or specific circumstances. Notwithstanding the foregoing, an Indemnified Person shall retain the right to employ separate counsel (including local counsel), and the Company shall bear the fees and disbursements of such separate counsel if: (a) the relevant Indemnified Person notifies the Company that in the good faith opinion of that Indemnified Person, there is an actual or potential conflict of interest between the relevant Indemnified Person and any other Indemnified Persons in the defence of the action; (b) the actual or potential defendants in, or targets of, the action include both the relevant Indemnified Person and one or more other Indemnified Persons and the relevant Indemnified Person obtains written advice from its legal counsel that there may be legal defences available to it that are different from or in addition to those available to the other Indemnified Persons; or (c) the relevant Indemnified Person has confirmed that its rights under its policies of insurance may be prejudiced. 39 15.9 Each Indemnified Person which is not a party to this Agreement will have the right, under the Contracts (Rights of Third Parties) Act 1999, to enforce its rights against the Company under this Clause 15 as amended from time to time, provided that each of the Joint Global Co- ordinators (without obligation) will have sole conduct of any action on behalf of each Indemnified Person connected to it. 15.10 The Company shall promptly notify each of the Joint Global Co-ordinators of any limitation, restriction or exclusion (whenever arising and whether relating to the time period during which a Claim can be made, the quantum of a Claim or otherwise) on the extent to which the Company or any Group Company may claim against any third party or parties and/or of any waiver or release of any right of the Company or any Group Company to so claim (each a “Limitation”) in respect of anything which may arise, directly or indirectly, out of or is based upon or is in connection with the Rights Issue, Admission or the subject matter of the obligations or services to be performed under this Agreement, the Option Agreement, the Subscription and Transfer Agreement or the Receiving Agent Agreement or the arrangements contemplated by the Relevant Documents. Where any damage or loss is suffered by the Company for which any Indemnified Person would otherwise be jointly and severally liable with any third party or third parties to the Company, the extent to which such damage or loss will be recoverable from the Indemnified Person shall be limited so as to be in proportion to the contribution of the Indemnified Person to the overall fault for such damage or loss, as agreed between the parties, or, in the absence of agreement, as determined by a court of competent jurisdiction, but in any event, the Indemnified Person shall have no greater liability than if the Limitation did not apply. 15.11 The degree to which any Indemnified Person shall be entitled to rely on the work of any adviser to the Company and/or any of its subsidiary undertakings, affiliates or associates or any other third party will be unaffected by any Limitation (as defined in Clause 15.10) which the Company may have agreed with any third party. 15.12 Insofar as the Company has engaged any adviser (a “capped adviser”) on the basis that its liability to the Company arising out of any default by it or otherwise in connection with the Rights Issue, Admission, or the arrangements contemplated by the Relevant Documents or this Agreement, the Option Agreement, the Subscription and Transfer Agreement or the Receiving Agent Agreement is subject to any limitation, exclusion or restriction of liability, the liability of each Indemnified Person to the Company or any other person in respect of any default by that Indemnified Person under this Agreement, the Option Agreement, the Subscription and Transfer Agreement, the Receiving Agent Agreement or otherwise in connection with the Rights Issue, or the arrangements contemplated by the Relevant Documents or this Agreement, the Option Agreement, the Subscription and Transfer Agreement or the Receiving Agent Agreement shall not exceed the amount for which that Indemnified Person would have been liable after deducting any additional amount which that Indemnified Person would have been entitled to recover from the capped adviser, in the absence of the limitation, exclusion or restriction of the capped adviser’s liability, by way of contribution to that Indemnified Person, in respect of the matter concerned. 15.13 If an Indemnified Person is liable for any liability suffered by, or is liable to make any contribution to, any person other than the Company in respect of the performance of its obligations under this Agreement, the Option Agreement, the Subscription and Transfer Agreement or the Receiving Agent Agreement, the Company will indemnify that Indemnified Person for any amount which it would have been entitled to recover from a third party or parties by way of contribution in respect of the matter concerned (pursuant to the Civil Liability (Contributions) Act 1978 or otherwise) but for a Limitation. 15.14 No Indemnified Person shall be entitled to be indemnified for a Loss or Claim under this Clause 15 if and to the extent that recovery has been made by such Indemnified Person for such same Loss or Claim under any other provision of this Agreement or under the terms of any other agreement or indemnity.

40 15.15 The provisions of this Clause 15 will remain in full force and effect notwithstanding the completion of all matters and arrangements referred to in or contemplated by this Agreement, the Option Agreement, the Subscription and Transfer Agreement and/or the Receiving Agent Agreement. 16. Contribution 16.1 If the indemnification provided for in Clause 15 is for any reason (including because such indemnification would be contrary to public policy), unavailable to or insufficient to hold harmless an Indemnified Person in respect of any Losses or Claims referred to therein, save where such insufficiency arises from any limitation to or exclusion of liability for indemnification pursuant to sub-Clauses 15.1(i) or 15.1(iii), then the Company shall contribute to the aggregate amount of such Losses or Claims incurred by such Indemnified Person, as incurred: (a) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and of the Joint Global Co-ordinators on the other hand from the Rights Issue and offering of New Shares pursuant to this Agreement; or (b) if the allocation provided by Clause 16.1(a) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in Clause 16.1(a) above but also the relative fault of the Company on the one hand and of the Joint Global Co-ordinators on the other hand in connection with the acts or statements or omissions which resulted in such Losses or Claims as well as any other relevant equitable considerations. 16.2 The relative benefits received by the Company on the one hand and the Joint Global Co- ordinators on the other hand in connection with the Rights Issue and the offering of New Shares pursuant to this Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering of New Shares pursuant to this Agreement (before deducting commissions or expenses) received by the Company and the total fees and commissions received by the Joint Global Co-ordinators bear to the total gross proceeds from the offering of New Shares. 16.3 The relative fault of the Company on the one hand and the Joint Global Co-ordinators on the other hand will be determined by reference to, among other things, whether any such act or alleged act or untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company, or by the Joint Global Co-ordinators and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such act, statement or omission. 16.4 The Company and the Joint Global Co-ordinators agree that it would not be just and equitable if contribution pursuant to this Clause 16 were determined by pro rata allocation (even if the Joint Global Co-ordinators were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Clause 16. 16.5 Notwithstanding the provisions of this Clause 16: (a) no Indemnified Person shall be entitled to recover from any individual party more by way of a contribution under Clause 16 than it would have been able to recover from such party had the indemnities in Clause 15 been available to such Indemnified Person; and (b) the Company shall not be liable to pay any amount pursuant to Clause 16 in excess of the amount it would have been liable to pay had the indemnities in Clause 15 been available to such Indemnified Person. 41 16.6 Notwithstanding the provisions of Clauses 15 and 16, neither Joint Global Co-ordinator shall be required to contribute any amount in excess of the underwriting commission received by it (and which it is not liable to pay to any sub-underwriter, other Joint Global Co-ordinator or intermediary under this Agreement or otherwise) in relation to the New Shares underwritten or subscribed for by such Joint Global Co-ordinator pursuant to this Agreement or any other fees and commissions paid or to be paid to such Joint Global Co-ordinator by the Company in connection with the Rights Issue. 16.7 No person guilty of fraudulent misrepresentation (whether within the meaning of Section 11(f) of the Securities Act or otherwise) will be entitled to contribution in respect of Losses or Claims arising from such fraudulent misrepresentation from any person who was not guilty of such fraudulent misrepresentation. 16.8 For the purposes of this Clause 16, each Indemnified Person shall have the same rights to contribution as the Joint Global Co-ordinators to which it is affiliated and the Joint Global Co- ordinators’ respective obligations to contribute pursuant to this Clause 16 are several, and are not joint or joint and several, in their Due Proportions. 17. Termination 17.1 If at any time from the date of this Agreement until Admission: (a) the Company has failed to comply with any of its obligations under this Agreement, the Option Agreement, the Subscription and Transfer Agreement or the Receiving Agent Agreement or there has been a breach by the Company of any of its undertakings contained in this Agreement, the Option Agreement, the Subscription and Transfer Agreement or the Receiving Agent Agreement, in each case save for any non- compliance or breach which, in the opinion of the Joint Global Co-ordinators (acting jointly and in good faith), is not material in the context of the Rights Issue, the underwriting of the New Shares or Admission; or (b) any of the Warranties, if repeated at such time (and by reference to the facts and circumstances then existing), is not or has ceased to be, true, accurate and not misleading; or (c) (i) any statement contained in any Relevant Document (or any amendment or supplement thereto) is or has become untrue, inaccurate or misleading in any respect; or (ii) any matter has arisen or been discovered, which would, if a Relevant Document had been issued at that time, constitute an omission from such Relevant Document (or any amendment or supplement thereto), in each case which in the opinion of the Joint Global Co-ordinators (acting jointly and in good faith) is (individually or in the aggregate) material in the context of the Group taken as a whole, the Rights Issue, the underwriting of the New Shares or Admission; or (d) in the opinion of the Joint Global Co-ordinators (acting jointly and in good faith): (i) any matter referred to in Article 23 of the UK Prospectus Regulation has arisen between the time of publication of the Prospectus and Admission; or (ii) any Supplementary Prospectus has been published or is due to be published, in each case the effect of which in the opinion of the Joint Global Co-ordinators (acting jointly and in good faith) is (individually or in the aggregate) material in the context of the Group taken as a whole, the Rights Issue, the underwriting of the New Shares or Admission; or (e) the Company’s application to the FCA for admission of the New Shares to the Official List and/or the Company’s application to the London Stock Exchange for admission to trading of the New Shares on the London Stock Exchange’s main market for listed

42 securities is withdrawn by the Company and/or refused by the FCA or London Stock Exchange (as appropriate); or (f) in the opinion of the Joint Global Co-ordinators (acting jointly and in good faith), there has been a Material Adverse Change (whether or not foreseeable at the date of this Agreement); or (g) one or more of the following occurs: (i) any material adverse change in the financial markets in the United States or the United Kingdom, any member state of the EEA or the international financial markets, any act of terrorism or war or any declaration of emergency or martial law or any outbreak or escalation of hostilities or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions or exchange controls, exchange rates or exchange controls; or (ii) a suspension or limitation in the trading in any securities of the Company on any exchange or over the counter market, or trading generally on the New York Stock Exchange, the NASDAQ Stock Market or the London Stock Exchange having been suspended or limited, or minimum or maximum prices for trading having been fixed, or maximum ranges for prices of securities having been required, by any of such exchanges or markets or by order of any governmental authority in the United Kingdom, the United States or the EEA, or a material disruption having occurred in commercial banking or securities settlement or clearance services in the United Kingdom, the United States or the EEA; or (iii) a banking moratorium having been declared by the United Kingdom, the United States, a member state of the EEA, or New York authorities; or (iv) any adverse change or prospective adverse change since the date of this Agreement in taxation in the United Kingdom, the United States or any member state of the EEA affecting the New Shares or the transfer thereof or exchange controls having been imposed by the United Kingdom, the United States or a member state of the EEA, the effect of which (either individually or together with any other event referred to in this Clause 17.1(g)) the Joint Global Co-ordinators consider (acting jointly and in good faith) following prior consultation with the Company, is such as to make it impracticable or inadvisable to proceed with Admission, the Rights Issue or the underwriting of the New Shares, then Clause 17.2 shall apply. 17.2 Where the provisions of either Clause 2.3 or Clause 17.1 apply, (a) prior to Admission, the Joint Global Co-ordinators (acting jointly) may allow Admission to proceed on the basis of the Relevant Documents subject, if the Joint Global Co-ordinators so request (acting in good faith), to the publication of a Supplementary Prospectus pursuant to Article 23 of the UK Prospectus Regulation and any additional requirements of the Prospectus Regulation Rules, Listing Rules, MAR, Disclosure Guidance and Transparency Rules, and the FCA, provided that the Company shall not publish or cause to be published any such Supplementary Prospectus without the prior written consent of the Joint Global Co-ordinators unless required to do so by law or regulation; and/or (b) the Joint Global Co-ordinators (acting jointly and in good faith) shall be entitled, in their absolute discretion, at any time prior to Admission, to terminate this Agreement in its entirety with immediate effect by giving notice to the Company in accordance with Clause 25, provided that prior to so notifying the Company, the Joint Global Co- 43 ordinators have, to the extent reasonably practicable in the circumstances, consulted with the Company. 17.3 If notice to terminate this Agreement is given by the Joint Global Co-ordinators to the Company pursuant to Clause 17.2(b), in the event of such termination: (a) the obligations of all parties (save as provided for in Clause 17.5) under this Agreement shall cease and determine in accordance with Clause 17; (b) the Joint Sponsors shall on behalf of the Company withdraw any application for Admission; and (c) the Company shall announce, on terms agreed with the Joint Global Co-ordinators and as soon as practicable following such agreement, that the Rights Issue has not become unconditional and will not take place, and that this Agreement has terminated. 17.4 If any matter arises which any Joint Sponsor (acting in good faith) considers may adversely affect its ability to perform its functions under Chapter 8 of the Listing Rules or fulfil the obligations of a sponsor, the relevant Joint Sponsor will, for itself in its capacity as a sponsor only, be entitled, by giving notice to the Company in accordance with Clause 25, to terminate this Agreement insofar as it relates to the rights and obligations of the relevant Joint Sponsor in its capacity as a sponsor but not otherwise and, in the event of such termination, the obligations and rights of the relevant Joint Sponsor in its capacity as a sponsor shall cease and determine and if the relevant Joint Sponsor so requests, the Company will publish an announcement through a Regulatory Information Service informing the market of such termination. 17.5 In the event that a Joint Sponsor gives notice of termination to the Company in accordance with Clause 17.4 above, the Company may elect to seek to appoint a new sponsor in connection with the Prospectus and Admission and the relevant Joint Sponsor agrees, subject to any confidentiality obligations owed to third parties, any restrictions necessary to maintain legal privilege or the terms of any applicable insurance policies or other legal or regulatory obligations which the Joint Sponsor owes to a third party or to any regulatory request that has been made of it, to cooperate in good faith with any new sponsor. 17.6 For the avoidance of doubt, the rights of the Joint Global Co-ordinators (acting jointly) under Clause 17.1 and the Joint Sponsors under Clause 17.4: (a) may be exercised by the Joint Global Co-ordinators (acting under Clause 17.1) or the Joint Sponsors (acting under Clause 17.4) for whatever reason or on whatever basis that they in good faith consider to be practicable, appropriate or advisable to them; and (b) are conferred on the Joint Global Co-ordinators and the Joint Sponsors, and may be exercised by the Joint Global Co-ordinators (acting under Clause 17.1) or the Joint Sponsors (acting under Clause 17.4), in their respective capacities as such, and not in any representative or fiduciary capacity. 17.7 The termination of this Agreement (save to the extent specified in this Clause 17.5) pursuant to Clauses 2.3 and 17.1 shall be without prejudice to: (a) any rights or obligations accrued under this Agreement prior to the termination; and (b) the provisions of Clauses 1, 11, 13, 14, 15, 16, this Clause 17.5, Clauses 18, 19 and Clauses 21 to 31 (inclusive), which will continue to apply. 18. Withholding and Grossing Up 18.1 All sums payable by the Company to the Joint Global Co-ordinators or any other Indemnified Person (for the purposes of this Clause 18 only, each a “payee”) under this Agreement shall be

44 paid free and clear of all deductions or withholdings for or on account of Tax unless the deduction or withholding is required by law, in which event the Company shall pay such additional amount as shall be required to ensure that the net amount received by the payee will equal the full amount which would have been received by it had no such deduction or withholding been required to be made. 18.2 If the Company pays an additional amount under Clause 18.1 and the payee subsequently obtains a refund of Tax or credit against Tax by reason of the Company making the deduction or withholding which gave rise to that additional amount, the payee shall reimburse the Company as soon as reasonably practicable with an amount such as the payee shall determine, in its sole discretion (acting reasonably and in good faith), to be such portion of the said refund or credit as shall leave the payee after such reimbursement in no better or worse position than it would have been in had no deduction or withholding been required. 18.3 If HMRC or any other Tax Authority brings into charge to Tax in the hands of a payee any payment or contribution by the Company to such payee under this Agreement (which, for the avoidance of doubt, shall not include any payment of commission under Clause 11), then the Company shall pay such additional amount as shall be required to ensure that the total amount retained by the payee less the Tax chargeable in the hands of the payee (including any Tax that would have been charged but for any relief available in respect of such Tax), is equal to the amount that would otherwise be so retained in the absence of such charge to Tax (additional payments being made on reasonable demand of the payee). This Clause 18.3 shall apply in respect of any additional amount paid pursuant to Clause 18.1 which pertains to a payment or contribution by the Company to a payee under this Agreement subject to the proviso above regarding Clause 11. Notwithstanding the foregoing and more generally, this Clause 18.3 shall not apply to the extent that the amount of the payment or contribution has already been adjusted to take account of the Tax that is or will be chargeable in the hands of the payee or relief that is or will be available to the payee. 18.4 In calculating the liability of the Company under Clause 18.3, credit shall be given to the Company for any amount by which the liability to Tax of the payee as the payee determines, acting reasonably and in good faith, has actually been reduced or extinguished on or by the last day of the tax accounting period of the payee during which the increased payment under Clause 18.3 was made, in consequence of the matter giving rise to the payment to the payee in respect of which an additional amount may be payable pursuant to Clause 18.3. 19. Miscellaneous 19.1 It is acknowledged by all parties that: (a) the Joint Global Co-ordinators are and have been acting for the Company and no one else in connection with the Rights Issue and will not regard, and have not regarded, any person other than the Company as their client and have not been and will not be responsible to anyone other than the Company for providing the protections afforded to clients of the Joint Global Co-ordinators; and (b) no Indemnified Person has advised the Company or any other person as to any general financial or strategic advice or any legal, tax, investment, accounting or regulatory matters in any jurisdiction and the Company shall consult its own legal, tax, investment, accounting or regulatory advisers and shall be responsible making its own independent investigation and appraisal of the transactions contemplated by this Agreement, and no Indemnified Person shall have any responsibility to the Company or any other person with respect thereto. 19.2 For the avoidance of doubt, the Company acknowledges and agrees that it is responsible for any due diligence carried out in relation to the Rights Issue and that neither the Joint Global 45 Co-ordinators nor any of their advisers shall be responsible to the Company or any Director for any due diligence in relation thereto or for verifying the accuracy or fairness of any information published by or on behalf of the Company in connection with the Rights Issue. 19.3 The Company agrees that for the purpose of the Rights Issue (including for the purposes of seeking to procure any sub-underwriters for the New Shares) and of obtaining Admission, none of the Joint Global Co-ordinators shall be responsible for the provision of or obtaining advice as to the requirements of any applicable laws or regulations of any jurisdictions nor shall any such person be responsible where it or the Company has acted in the absence of such advice or in reliance on any advice obtained by the Company in respect thereof. 19.4 The Company acknowledges that the representations, warranties, undertakings and indemnities contained in this Agreement are given to the Joint Global Co-ordinators in connection with Admission and the Rights Issue in each case whether in their capacities as underwriters or sponsor and references in this Agreement to Joint Global Co-ordinators shall be construed accordingly. 19.5 Notwithstanding that each Joint Global Co-ordinator may act as the Company’s agent in connection with the Rights Issue, each of such persons and its agents may: (a) receive and keep for its own benefit any commissions, fees, brokerage or other benefits paid to or received by it in connection with the Rights Issue, and shall not be liable to account to the Company for any such commissions, fees, brokerage or other benefits; and (b) keep or deal in any New Shares for which it may acquire for its own use and benefit. 19.6 For the avoidance of doubt, the rights and obligations of each of the Joint Global Co-ordinators under this Agreement are several, not joint or joint and several. Neither Joint Global Co- ordinator shall be responsible or liable for the performance or non-performance of the obligations of the other Joint Global Co-ordinator or for the other Joint Global Co-ordinator’s actions or default and neither Joint Global Co-ordinator will incur any liability in respect of any damage or liability whatsoever arising from the other Joint Global Co-ordinator’s actions, default, omission or failure to perform any obligations it is required to perform. Each of the Joint Global Co-ordinators shall (except as otherwise agreed among them) have the right separately to protect and enforce its rights under this Agreement by whatever lawful means it deems fit, including, without limitation, commencing any legal proceedings without joining any of the others in any proceedings. No provision of this Agreement shall impose any liability on any Joint Global Co-ordinator for, nor shall the rights or remedies of one Joint Global Co- ordinator be adversely affected by, any act or omission by the other Joint Global Co-ordinator or for any breach by the other Joint Global Co-ordinator of the provisions of this Agreement. 19.7 The Company understands that: (a) [***] and its Associates (as defined below) are part of their own financial services group; and (b) [***] and its Associates (as defined below) are part of their own financial services group, (for the purposes of Clauses 19.8 and 19.9 each referred to as a “group”). “Associates” shall mean, in relation to any person: (i) the officers, directors, employees, representatives and agents from time to time of that person; (ii) the subsidiaries and holding companies (if any) from time to time of such person; (iii) each of the subsidiaries of any such holding company from time to time; and (iv) the officers, directors, employees, representatives and agents from time to time of any subsidiary or holding company which is itself an Associate.

46 19.8 The Company acknowledges and agrees that: (a) Each Joint Global Co-ordinator and its group are engaged in a wide range of investment business for their own account and for clients. In certain circumstances their interests may be regarded as conflicting with the interests of a client in relation to a particular transaction, or they may have some other interest that is material (a “Material Interest”). These activities may include, without limitation, providing investment banking or lending services, issuing or creating and trading in securities and financial products, publishing research and exercising voting power over securities on behalf of third parties, each of which may relate to the Company or its Associates or any counterparty or other person connected with the Rights Issue. In the ordinary course of each Joint Global Co-ordinator and its group’s trading, brokerage, asset management, and financing activities, that Joint Global Co-ordinator and its group may at any time deal as principal or agent for more than one party in, or hold long or short positions, and may trade or otherwise effect transactions, for its own account or the accounts of customers, in debt or equity securities or loans of the Company, its affiliates or any counterparty or other person connected with the Rights Issue. Each Joint Global Co- ordinator and its group have procedures to ensure independence of advice and the management of potential conflicts of interest. The Company acknowledges and accepts, so as to override any duty or restriction which would otherwise be implied by law, that each Joint Global Co-ordinator and its group may have a Material Interest and that employees or Associates responsible for providing the services under the Rights Issue may be doing so despite the existence of a Material Interest. Neither this Agreement nor the receipt by any Joint Global Co-ordinator or any member of their respective groups of confidential information nor any other matter shall give rise to any fiduciary or equitable duties that would prevent or restrict its action in connection with a Material Interest; (b) each Joint Global Co-ordinator and its group may provide services in connection with the Rights Issue and earn (and retain) all fees payable hereunder and any other engagement notwithstanding the existence of Material Interests within that Joint Global Co-ordinator and its group; (c) the Company understands that each Joint Global Co-ordinator and its group comprises a full service securities firm and a commercial bank engaged in securities trading and brokerage activities, as well as providing investment banking, asset management, financing, and financial advisory services and other commercial and investment banking products and services to a wide range of corporations and individuals. In addition, each Joint Global Co-ordinator and its group may have and may in the future have investment and commercial banking, trust and other relationships with parties other than the Company, which parties may have interests with respect to the Company, its affiliates or the Rights Issue. Although each Joint Global Co-ordinator, in the course of such other relationships, may acquire information about the Rights Issue, the Company, its affiliates or other parties, neither Joint Global Co-ordinator shall have any obligation to disclose such information, or the fact that it or any other member of its group is in possession of such information, to the Company or to use such information on the Company’s behalf. The Company acknowledges and accepts that, by reason of contractual, legal, regulatory or other obligations, each Joint Global Co- ordinator and its group may be prohibited from disclosing, or it may be inappropriate for them to disclose, information to the Company, in particular about a Material Interest; and (d) each Joint Global Co-ordinator and its group may have fiduciary or other relationships whereby that Joint Global Co-ordinator or other members of its group may exercise voting power over securities of various persons, which securities may from time to time include securities of the Company, its affiliates or counterparty or other person 47 connected with the Rights Issue. The Company acknowledges that each Joint Global Co-ordinator and its group may exercise such powers and otherwise perform its functions in connection with such fiduciary or other relationships without regard to its relationship to the Company hereunder. 19.9 Each Joint Global Co-ordinator has established and maintains internal arrangements restricting the movement of information within its group, so that information obtained and held in the course of its carrying on one part of the business is withheld from, or is not used for, itself or for a client for whom it acts, in the course of carrying on another part of its business. A Joint Global Co-ordinator may receive a benefit, including an annual discount, credit or other accommodation, from counsels acting for the Joint Global Co-ordinator based on aggregate levels of fees that such counsels may receive annually, on a global or regional basis, on account of their relationship with the Joint Global Co-ordinator including, without limitation, legal fees paid by the Company pursuant hereto. 19.10 In relation to the Rights Issue and solely for the purposes of Paragraph 3.2.7R regarding the responsibilities of UK Manufacturers under the Product Governance requirements contained within Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK Product Governance Requirements”), each Joint Global Co-ordinator acknowledges to the other Joint Global Co-ordinator that it understands the responsibilities conferred upon it under the UK Product Governance Requirements relating to: (i) the target market for the Rights Issue; (ii) the eligible distribution channels for dissemination of the New Shares, each as set out in the Prospectus; and (iii) the requirement to carry out a product approval process. 19.11 The Company agrees to indemnify each Joint Global Co-ordinator against any loss incurred by such Joint Global Co-ordinator as a result of any judgment or order being given or made for any amount due hereunder and such judgment or order being expressed and paid in a currency (the “Judgment Currency”) other than pounds sterling and as a result of any variation between: (a) the rate of exchange at which the pounds sterling amount is converted into the Judgment Currency for the purpose of such judgment or order; and (b) the rate of exchange at which such Joint Global Co-ordinator is able to purchase pounds sterling, at the business date nearest the date of judgment, with the amount of the Judgment Currency actually received by the relevant Joint Global Co-ordinator. The foregoing indemnity shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. The terms “rate of exchange” shall include any premiums and costs or exchange payable in connection with the purchase of, or conversions into, the relevant currency. 20. Receiving Agent The Company confirms that it has instructed the Receiving Agent to act as receiving agent in connection with the Rights Issue and as Registrar in relation to the Nil Paid Rights and the Fully Paid Rights and to perform the obligations assigned to it under the Prospectus, the Provisional Allotment Letters and this Agreement as receiving agent. 21. Time of the Essence Any time, date or period mentioned in this Agreement may be extended by mutual agreement between the Company and the Joint Global Co-ordinator but as regards any time, date or period originally fixed, or any time, date or period so extended, time shall be of the essence. 22. Waiver and Variation 22.1 Any right or remedy of the Joint Global Co-ordinators under this Agreement shall only be waived or varied by an express waiver or variation in writing.

48 22.2 No failure or delay by the Joint Global Co-ordinators in exercising any right or remedy under this Agreement shall impair such right or remedy or operate or be construed as a waiver or variation of the right or remedy or preclude its exercise at any subsequent time. No single or partial exercise of any such right or remedy shall preclude any other or further exercise of such right or remedy or the exercise of any other right or remedy. The rights, powers and remedies of the Joint Global Co-ordinators provided in this Agreement are cumulative and not exclusive of any rights, powers and remedies provided by law. 22.3 No variation of this Agreement shall be valid unless it is in writing and signed by or on behalf of each of the Joint Global Co-ordinators and the Company. 23. Third Party Rights Except as provided in Clause 15.9, a person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. The Joint Global Co-ordinators and the Company may agree to terminate this Agreement or vary any of its terms without the consent of any Indemnified Person which is not a party to this Agreement or any other third party. The Joint Global Co-ordinators will have no responsibility to any Indemnified Person which is not a party to this Agreement or any other third party under or as a result of this Agreement. 24. Severability If any provision of this Agreement is or is held to be invalid or unenforceable, then so far as it is invalid or unenforceable it has no effect and is deemed not to be included in this Agreement. This shall not invalidate any of the remaining provisions of this Agreement. The parties shall use all reasonable endeavours to replace any invalid or unenforceable provision by a valid provision the effect of which is as close as possible to the intended effect of the invalid or unenforceable provision. 25. Notices 25.1 Any notice to be given under, or in connection with, this Agreement shall be in writing and be signed by or on behalf of the party giving it. It shall be served by sending it by email to the email address set out in Clause 25.2 or by delivering it by hand, or sending it by pre-paid recorded delivery, special delivery or registered post, to the address set out in Clause 25.2 marked for the attention of the relevant party (or as otherwise notified from time to time under this Agreement). Any notice so served shall be deemed to have been duly received: (a) in the case of delivery by hand, when delivered; (b) in the case of email, at the time of transmission, provided that receipt shall not occur where the sender receives an automated message that the email was not delivered; and (c) in the case of prepaid recorded delivery, special delivery or registered post, on the Dealing Day following the date of posting, provided that if delivery by hand or email occurs on a day which is not a Dealing Day or after 6.00 p.m. on a Dealing Day, service shall be deemed to occur at 9.00 a.m. on the following Dealing Day. 25.2 The contact details for each of the Joint Global Co-ordinators and the Company for the purpose of Clause 25.1 are: 49 (a) the Company: National Grid plc 1 – 3 Strand London WC2N 5EH Email address: box.group.cosec@nationalgrid.com For the attention of: Company Secretary (a) [***]: [***] (b) [***]: [***] 26. Further Assurances The Company shall register the New Shares in the names of the successful applicants, and shall provide, and shall procure that the Directors shall provide, all information and assistance that a Joint Global Co-ordinator may reasonably require for the purposes of this Agreement and execute (or procure to be executed) each document and do (or procure to be done) each act and thing that a Joint Global Co-ordinator may reasonably request in order to give effect to the Rights Issue or Admission. 27. Assignment No party may assign, or purport to assign: (a) this Agreement; (b) all or any of their respective rights or obligations arising under or out of this Agreement; or (c) the benefit of all or any of the other parties’ obligations under this Agreement without the consent of the other parties hereto. 28. Entire Agreement This Agreement together with the Banks’ Indemnity Letter constitutes the entire agreement between the parties relating to the subject matter of this Agreement and supersedes all agreements, understandings, undertakings, representations, warranties and arrangements of any nature whatsoever between the parties relating to the subject matter of this Agreement. In the event of any inconsistency between this Agreement and the Banks’ Indemnity Letter, the terms of this Agreement shall prevail. 29. Counterparts 29.1 This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. 29.2 Delivery of an executed counterpart signature page of this Agreement by e-mail (PDF) or telecopy shall be as effective as delivery of a manually executed counterpart of this Agreement. In relation to each counterpart, upon confirmation by or on behalf of the signatory that the signatory authorises the attachment of such counterpart signature page to the final text of this Agreement, such counterpart signature page shall take effect together with such final text as a complete authoritative counterpart.

50 30. Recognition of the U.S. Special Resolution Regime 30.1 In the event that a Joint Global Co-ordinator that is a Covered Entity becomes subject to a proceeding under the U.S. Special Resolution Regime, the transfer from such Joint Global Co- ordinator of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. 30.2 In the event that a Joint Global Co-ordinator that is a Covered Entity or a Covered Affiliate of such Joint Global Co-ordinator becomes subject to a proceeding under a U.S. Special Resolution Regime, any Default Rights under this Agreement that may be exercised against such Joint Global Co-ordinator are permitted to be exercised to no greater extent that such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. 30.3 For the purposes of this Clause 30: “Covered Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); “Covered Entity” means any of the following: (a) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (b) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (c) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and “U.S. Special Resolution Regime” means each of (a) the U.S. Federal Deposit Insurance Act (12 U.S.C. §§ 1811-1835a) and the regulations promulgated thereunder and (b) Title II of the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act (12 U.S.C §§ 5381-5394) and the regulations promulgated thereunder. 31. Governing Law 31.1 This Agreement and any non-contractual obligations which may arise out of or in connection with this Agreement shall be governed by and interpreted in accordance with English law. 31.2 All parties to this Agreement agree that the courts of England are (subject to Clause 31.3(a)) to have exclusive jurisdiction to settle any dispute (including claims for set-off and counterclaims) which may arise out of or is in connection: (a) with the creation, validity, effect, interpretation or performance of, or of the legal relationships established by, this Agreement or otherwise arising out of or in connection with this Agreement; and (b) any non-contractual obligations which may arise out of or in connection with this Agreement, and for such purposes all parties irrevocably submit to the exclusive jurisdiction of the English courts. 31.3 Notwithstanding the provisions of Clause 31.2, in the event that any Joint Global Co-ordinator or any of such Joint Global Co-ordinator’s Indemnified Persons becomes subject to proceedings brought by a third party (the “Foreign Proceedings”) in the courts of any country other than England (including, without prejudice to the generality of the foregoing, in any court of 51 competent jurisdiction in the United States) (the “Foreign Jurisdiction”), such Joint Global Co-ordinator shall be entitled, without objection by the Company, either: (a) to join the Company or any other person to the Foreign Proceedings; and/or (b) to bring separate proceedings for any breach of this Agreement and/or for a contribution or an indemnity against the Company or any other person in the Foreign Jurisdiction, provided that such separate proceedings arise out of or are in connection with the subject matter of the Foreign Proceedings. 31.4 Each of the parties to this Agreement irrevocably waives any objection to the jurisdiction of any courts referred to in this Clause 31. 31.5 Each party to this Agreement irrevocably agrees that a judgment and/or order of any court referred to in this Clause 31 based on any matter arising out of or in connection with this Agreement (including but not limited to the enforcement of any indemnity) shall be conclusive and binding on it and may be enforced against it in any other jurisdiction, whether or not (subject to due process having been served on it) it participates in the relevant proceedings. 31.6 The Company agrees to appoint an agent for service of process in any Foreign Jurisdiction other than England in which any other party is subject to legal suit, action or proceedings based on or arising under this Agreement within 14 days of receiving written notice of such legal suit, action or proceedings and the request to appoint such agent for service. In the event that the Company does not appoint such an agent within 14 days of the notice requesting it to do so, such other party may appoint a commercial agent for service for the Company on the Company’s behalf and at the Company’s expense and the Company agrees that subject to being notified of such appointment in writing, service upon such commercial agent will constitute service upon the Company. In witness whereof this Agreement has been duly executed under hand by the Company and by [***] and [***] or their respective duly authorised attorneys the day and year first above written.

52 Schedule 1 New Shares Taken Up 1. Subject to paragraph 2 below, in this schedule “MTM instruction” means a many-to-many instruction which: (a) on its settlement has the effect as described in paragraph 2.2.2 of Part III of the Prospectus; (b) has been properly authenticated in accordance with Euroclear’s specifications as referred to in that paragraph; and (c) contains the information required by that paragraph. 2. The Company may, having consulted with the Joint Global Co-ordinators and taken into account their reasonable comments, treat an MTM instruction which constitutes a properly authenticated dematerialised instruction (the “first instruction”) as not constituting a valid acceptance in accordance with paragraph 2.2.2 of Part III of the Prospectus if at the time at which the Registrar receives a properly authenticated dematerialised instruction giving details of the first instruction, the Company or the Registrar is or has received actual notice from Euroclear of any of the matters specified in regulation 35(5)(a) of the Regulations in relation to the first instruction. 3. A New Share shall, for the purposes of this Agreement, be treated as having been “taken up” if: (a) the New Share in nil paid form is in certificated form and the following requirements have been satisfied by 11.00 a.m. on the Acceptance Date: (i) a Provisional Allotment Letter relating to that New Share has been lodged for acceptance by the person to whom it was provisionally allotted or by a renouncee of the right to accept allotment together with a cheque or banker’s draft in pounds sterling for the full amount payable in respect of that New Share, in accordance with the terms of the Prospectus and the Provisional Allotment Letter (or the Company exercises any discretion it has in the Prospectus to treat the Provisional Allotment Letter as binding notwithstanding these requirements); and (ii) the Company has not rejected the Provisional Allotment Letter for any valid reason; and (iii) the Receiving Agent has not been notified that the cheque or other remittance has not been accepted by the drawee on first presentation; and (b) in respect only of any New Share in nil paid form and certificated form that has been treated as taken up in accordance with paragraph 3(a)(iii) above, the Receiving Agent has not notified the Joint Global Co-ordinators by 6.30 a.m. on the second Dealing Day following the Acceptance Date that the cheque or other remittance has subsequently been dishonoured; (c) the New Share in nil paid form is in uncertificated form and: (i) an MTM instruction in respect of those New Shares settles by 11.00 a.m. on the Acceptance Date; or (ii) at the discretion of the Company: 53 (A) an MTM instruction in respect of those New Shares is received by Euroclear by not later than 11.00 a.m. on the Acceptance Date; (B) a number of Nil Paid Rights at least equal to the number of Nil Paid Rights inserted in the MTM instruction is credited to the CREST stock member account of the accepting CREST member specified in the MTM instruction at 11.00 a.m. on the Acceptance Date; and (C) the MTM instruction settles by 11.00 a.m. on the Acceptance Date (or such later time and/or date as the Company and the Joint Global Co- ordinators may decide); or (iii) the following has occurred: (A) an MTM instruction in respect of those New Shares constitutes a valid acceptance in accordance with paragraph 2.2.2 of Part III of the Prospectus; and (B) the MTM instruction has not settled by 11.00 a.m. on the Acceptance Date (or by such later time or date as the Company and the Joint Global Co-ordinators decide); and (C) the Company is not entitled to assume, in accordance with sub-paragraph (vii) of paragraph 2.2.2 of Part III of the Prospectus, that there has been a breach of any of the representations, warranties or undertakings set out or referred to in sub-paragraph (iv) of paragraph 2.2.2 of Part III of the Prospectus because it is aware of a reason outside the control of the CREST member or CREST sponsor that sent the MTM instruction for its failure to settle; or (iv) an MTM instruction in respect of those New Shares does not constitute a valid acceptance in accordance with paragraph 2.2.2 of Part III of the Prospectus and the Company, having consulted with the Joint Global Co-ordinators and taken into account their reasonable comments, exercises its discretion to treat as valid the acceptance constituted by the MTM instruction; or (d) a Director-Shareholder has undertaken to subscribe for such New Share pursuant to an Irrevocable Undertaking. 4. For the avoidance of doubt the Joint Global Co-ordinators have no liability or obligation under Clauses 8 and 9 of this Agreement in relation to any New Shares if the New Shares in nil paid form are in certificated form and: (a) the acceptance of the Provisional Allotment Letter in respect of those New Shares is rejected after 11.00 a.m. on the Acceptance Date due to the failure to provide satisfactory evidence of identity to comply with the Money Laundering Regulations 2003 in the manner contemplated in the Rights Issue Announcement, the Prospectus and the Provisional Allotment Letter; or (b) the cheque or other remittance is dishonoured after 6.30 a.m. on the second Dealing Day following the Acceptance Date or the cheque or other remittance is dishonoured after 11.00 a.m. on the Acceptance Date but before 6.30 a.m. second Dealing Day following the Acceptance Date and no notification is made to the Joint Global Co- ordinators pursuant to Clause 8.3 of the Agreement.

54 5. If (but only if) the parties so agree, New Shares will be deemed to have been taken up if the New Shares in nil paid form are in certificated form and: (a) a cheque or other remittance for the full amount payable in respect of those New Shares (and whether or not the cheque or other remittance is honoured) is received by 5.00 p.m. on the Acceptance Date from an authorised person (as defined in the FSMA) identifying the number of New Shares to be acquired and containing an undertaking to lodge the relevant Provisional Allotment Letter properly completed in due course; or (b) the relevant Provisional Allotment Letter and a cheque or other remittance for the full amount payable in respect of those New Shares (and whether or not the cheque or other remittance is honoured) are received by 11.00 a.m. on the first Dealing Day after the Acceptance Date by post and the cover bears a legible postmark of not later than 11.00 a.m. on the Acceptance Date. 6. If the parties decide to extend the time for settlement of MTM instructions in accordance with paragraphs 3(c)(ii)(C) or 3(c)(iii)(B) the Company shall forthwith ask Euroclear not to disable the Nil Paid Rights until the end of that extension. 7. As soon as practicable after 11.00 a.m. on the Acceptance Date and by not later than 2.30 p.m. on the Acceptance Date, the Company shall, following consultation with the Joint Global Co- ordinators, exercise its discretion in paragraphs 3(c)(ii) and 3(c)(iv) of this Schedule 1 reasonably. 8. If the Company, having consulted with the Joint Global Co-ordinators and taken into account their reasonable comments, accepts: (a) an alternative properly authenticated dematerialised instruction from a CREST member or (where applicable) a CREST sponsor in accordance with paragraph 2.2.2(vii)(c) of Part III of the Prospectus; or (b) an alternative instruction or notification from a CREST member or CREST sponsored member or (where applicable) a CREST sponsor in accordance with paragraph 2.2.2(vii)(e) of Part III of the Prospectus, as constituting a valid acceptance in respect of any New Shares, those New Shares are deemed to have been taken up. 9. Notwithstanding anything in this Schedule 1: (a) a New Share that has not been notified by the Receiving Agent to the Joint Global Co- ordinators as not taken up by 6.30 a.m. on the second Dealing Day following the Acceptance Date will be deemed to have been taken up and the Joint Global Co- ordinators shall have no further obligations under this Agreement in respect thereof; and (b) a New Share shall not be treated as taken up for the purposes of this Agreement in circumstances where the relevant acceptance has been withdrawn pursuant to Article 23 of the UK Prospectus Regulation provided that such New Share shall not subsequently be treated as taken up in accordance with this Schedule 1. 55 Schedule 2 Delivery of Documents Part 1 Documents to be delivered on or prior to release of the Annual Results Announcement and the Rights Issue Announcement 1. One copy of the Board resolutions relating to the approval of this Agreement, the Subscription and Transfer Agreement and the Option Agreement, the release of the Annual Results Announcement and the Rights Issue Announcement and authorising the issue and publication of the Prospectus and authorising the steps to be taken by the Company in connection with the Rights Issue and Admission, or other appropriate evidence of the passing of such resolutions. 2. One copy of the Presentation Materials. 3. One copy of the Verification Notes relating to the Rights Issue Announcement. 4. One copy of the U-Proof. 5. One copy of the Cash Box Memorandum. 6. One copy of the resolution by the board of JerseyCo approving the Option Agreement and the Subscription and Transfer Agreement, approving the subscription and transfer of the JerseyCo Preference Shares and approving the redemption of the JerseyCo Preference Shares. 7. One copy of the Option Agreement. 8. One copy of the Subscription and Transfer Agreement. 9. One copy of each of the memoranda on: (i) directors’ potential liabilities in connection with an offer of shares to be admitted to the Official List; (ii) duties and responsibilities of directors of a listed company; and (iii) directors’ liability considerations under US securities laws in connection with the Rights Issue, from the Company’s Counsel.

56 Part 2 Documents to be delivered on or prior to publication of the Prospectus 1. One copy of the Rights Issue Announcement. 2. One copy of the Annual Results Announcement. 3. A Provisional Allotment Letter in the agreed form. 4. One copy of the Prospectus bearing evidence of formal approval by the FCA. 5. One copy of the Verification Notes relating to the Prospectus and the Presentation Materials. 6. One copy of the Receiving Agent Agreement. 7. One copy of each of the following documents: (a) the signed Form A – application for approval of a prospectus in accordance with Part VI of the FSMA and PRR 3.1.6 (1); (b) the final cross reference list identifying the pages of the Prospectus on which each item required by the schedules and building blocks of the Prospectus Regulation Rules can be found in accordance with PRR 3.1.3; (c) if required by the FCA, any letter identifying content requirements not included in the Prospectus because they are not applicable; and (d) if required by the FCA, any letter submitted to the FCA requesting the omission of information from the Prospectus. 8. One copy of each document stated in the Prospectus as being available for inspection. 9. One copy of a letter signed by each Director and addressed to the Company and the Joint Global Co-ordinators accepting responsibility for the information contained in the Prospectus and, in the case of the Director-Shareholders, including the Irrevocable Undertakings. 10. One copy of a certificate signed by the Company’s CFO confirming the correct extraction of certain operational and financial information contained in the Prospectus. 11. One copy of the sponsor comfort letter signed by the Company and addressed to the Joint Sponsors and dated the date of the Prospectus. 12. One copy of the letter signed by the Company’s Counsel and addressed to the Joint Sponsors in relation to, inter alia, the sponsor obligations and declarations required by Listing Rules 8.4.8R, 8.4.9R(3), 8.4.12R and 8.4.13R(3) and dated the date of the Prospectus. 13. One copy of the signed letter from Deloitte and dated the date of the Prospectus in relation to the sponsor declarations required by, inter alia, Listing Rules 8.4.8R, 8.4.9R(3), 8.4.12R and 8.4.13R(3) addressed to the Joint Sponsors. 14. One copy of each of the signed letters from Deloitte dated the date of the Prospectus in relation to: (a) the extraction of financial information on the Accounts contained in the Prospectus addressed to the Joint Global Co-ordinators and the Company; (b) their consent to the inclusion of their report included in Part XVII (Unaudited Pro Forma Financial Information) of the Prospectus in the form and context in which it appears and authorising the contents of that report for the purposes of item 5.3.9R of the Prospectus Regulation Rules; 57 (c) the Joint Sponsors’ declarations; (d) the no significant change statement relating to the Group contained in the Prospectus, addressed to the Joint Global Co-ordinators and the Company; (e) the working capital position of the Group addressed to the Company and the Joint Global Co-ordinators (f) the FY25 Profit Forecast (as defined in the Prospectus); and (g) the independence of Deloitte in accordance with Financial Reporting Council’s Revised Ethical Standard 2019. 15. One copy of the signed reports from Deloitte in relation to the pro forma financial information contained in Part XVII (Unaudited Pro Forma Financial Information) of the Prospectus, addressed to the Company and the Joint Global Co-ordinators. 16. One copy of the Working Capital Report. 17. One copy of the Working Capital Board Memorandum. 18. One copy of the signed US AU-C920 comfort letter from Deloitte addressed to the Joint Global Co-ordinators and dated the date of the Prospectus. 19. One copy of the signed international AU-C920 look-a-like comfort letter from Deloitte addressed to the Joint Global Co-ordinators and dated the date of the Prospectus. 20. One copy of Deloitte’s report on the Profit Forecasts. 21. One copy of a signed legal opinion of the Company’s Counsel relating to certain matters of English law dated the date of the Prospectus. 22. One copy of a signed legal opinion of the Banks’ Counsel relating to certain matters of English law dated the date of the Prospectus. 23. One copy of a signed legal opinion of the Company’s Jersey Counsel relating to certain matters under Jersey law, addressed to the Joint Global Co-ordinators and dated the date of the Prospectus. 24. One copy of a signed Rule 10b-5 disclosure letter of the Company’s Counsel dated the date of the Prospectus. 25. One copy of a signed Rule 10b-5 disclosure letter of the Banks’ Counsel dated the date of the Prospectus. 26. One copy of the signed “no registration”, “Investment Company Act” and “accuracy of US tax disclosure” legal opinion of the Company’s Counsel relating to certain matters under US law addressed to the Joint Global Co-ordinators and dated the date of the Prospectus. 27. One copy of the signed “no registration” legal opinion of the Banks’ Counsel relating to certain matters under US law addressed to the Joint Global Co-ordinators and dated the date of the Prospectus. All of the above documents shall be delivered in the agreed form or, if no such agreed form exists, in such form as shall be satisfactory (acting reasonably) to the Joint Global Co-ordinators.

58 Part 3 Documents to be delivered prior to Admission 1. One copy of the duly passed Board resolution relating to the allotment of the New Shares. 2. One copy of a letter signed by a Director on behalf of the Company in the form set out in Part 1 of Schedule 4 dated the date of Admission. 3. One copy of the signed Application for Admission of Securities to the Official List as required by paragraph 3.3.2R(1) of the Listing Rules. 4. One copy of the signed Application for Admission of Securities to Trading on the London Stock Exchange (Form 1). 5. One copy of the Company’s CREST enablement letter confirming that the conditions for the admission of the New Shares to CREST are satisfied. 6. One copy of the Company’s CREST application form. 7. One copy of the “bring down” sponsor comfort letter signed by the Company addressed to the Joint Sponsors and dated the date of Admission. 8. One copy of the “bring down” letter signed by the Company’s Counsel and addressed to the Joint Sponsors in relation to, inter alia, the sponsor obligations and declaration required by Listing Rules 8.4.8R, 8.4.9R(3) 8.4.12R and 8.4.13R(3) and dated the date of Admission. 9. One copy of a signed “bring down” letter from Deloitte dated the date of Admission and addressed to the Joint Global Co-ordinators and the Company. 10. One copy of the signed “bring down” US AU-C920 comfort letter from Deloitte addressed to the Joint Global Co-ordinators and dated the date of Admission. 11. One copy of the signed “bring down” international AU-C920 look-a-like comfort letter from Deloitte addressed to the Joint Global Co-ordinators and dated the date of Admission. 12. One copy of a signed “bring down” legal opinion of the Company’s Counsel relating to certain matters under English law addressed to the Joint Global Co-ordinators and dated the date of Admission. 13. One copy of a signed “bring down” legal opinion of the Banks’ Counsel relating to certain matters of English law dated the date of Admission. 14. One copy of a signed legal opinion of the Company’s Jersey Counsel relating to certain matters under Jersey law, addressed to the Joint Global Co-ordinators and dated the date of Admission. 15. One copy of a signed Rule 10b-5 disclosure letter of the Company’s Counsel dated the date of Admission. 16. One copy of a signed Rule 10b-5 disclosure letter of the Banks’ Counsel dated the date of Admission. 17. One copy of the signed “bring down” “no registration”, “Investment Company Act” and “accuracy of US tax disclosure” legal opinion of the Company’s Counsel relating to certain matters under US law addressed to the Joint Global Co-ordinators and dated the date of Admission. 59 18. One copy of the signed “bring down” “no registration” legal opinion of the Banks’ Counsel relating to certain matters under US law addressed to the Joint Global Co-ordinators and dated the date of Admission. All of the above documents shall be delivered in the agreed form or, if no such agreed form exists, in such form as shall be satisfactory (acting reasonably) to the Joint Global Co-ordinators.

60 Part 4 Documents to be delivered on or prior to the publication of any Supplementary Prospectus 1. One copy of the Supplementary Prospectus bearing evidence of formal approval by the FCA. 2. One copy of the Supplementary Prospectus signed by the Company on the front cover. 3. One copy of the Verification Notes relating to the Supplementary Prospectus. 4. One copy of a letter signed by a Director on behalf of the Company in the form set out in Schedule 4 dated the date of the Supplementary Prospectus. 5. One copy of the resolution of the board of Directors approving the Supplementary Prospectus. 6. One copy of every document stated in the Supplementary Prospectus as being available for inspection. 7. One copy of a certificate signed by the Company’s CFO confirming the correct extraction of certain operational and financial information contained in the Supplementary Prospectus; 8. One copy of the sponsor comfort letter signed by the Company addressed to the Joint Sponsors and dated the date of the Supplementary Prospectus. 9. One copy of the letter signed by the Company’s Counsel and addressed to the Joint Sponsors in relation to the sponsor obligations and declaration required by Listing Rules 8.4.8R and 8.4.9R(3) and dated the date of the Supplementary Prospectus. 10. One copy of a signed “bring down” letter from Deloitte dated the date of the Supplementary Prospectus and addressed to the Joint Global Co-ordinators and the Company. 11. One copy of the signed “bring down” US AU-C920 comfort letter from Deloitte addressed to the Joint Global Co-ordinators and dated the date of the Supplementary Prospectus. 12. One copy of the signed “bring down” international AU-C920 look-a-like comfort letter from Deloitte addressed to the Joint Global Co-ordinators and dated the date of the Supplementary Prospectus. 13. One copy of a signed “bring down” legal opinion of the Company’s Counsel relating to certain matters under English law addressed to the Joint Global Co-ordinators and dated the date of the Supplementary Prospectus. 14. One copy of a signed “bring down” legal opinion of the Banks’ Counsel relating to certain matters of English law dated the date of the Supplementary Prospectus. 15. One copy of a signed legal opinion of the Company’s Jersey Counsel relating to certain matters under Jersey law, addressed to the Joint Global Co-ordinators and dated the date of the Supplementary Prospectus. 16. One copy of a signed Rule 10b-5 disclosure letter of the Company’s Counsel dated the date of the Supplementary Prospectus. 17. One copy of a signed Rule 10b-5 disclosure letter of the Banks’ Counsel dated the date of the Supplementary Prospectus. 18. One copy of a signed “bring down” “no registration”, “Investment Company Act” and “accuracy of US tax disclosure” legal opinion of the Company’s Counsel relating to certain matters under US law addressed to the Joint Global Co-ordinators and dated the date of the Supplementary Prospectus. 61 19. One copy of the signed “bring down” “no registration” legal opinion of the Banks’ Counsel relating to certain matters under US law addressed to the Joint Global Co-ordinators and dated the date of the Supplementary Prospectus. All of the above documents shall be delivered in the agreed form or, if no such agreed form exists, in such form as shall be satisfactory (acting reasonably) to the Joint Global Co-ordinators.

62 Part 5 Documents to be delivered at the Time of Sale 1. One copy of a letter signed by a Director on behalf of the Company in the form set out in Part 2 of Schedule 4 dated the date of the Time of Sale. 2. One copy of a certificate signed by the Company’s CFO confirming the correct extraction of certain operational and financial information contained in the Prospectus. 3. One copy of a signed “bring down” letter from Deloitte dated the date of the Time of Sale and addressed to the Joint Global Co-ordinators and the Company. 4. One copy of the signed “bring down” US AU-C920 comfort letter from Deloitte addressed to the Joint Global Co-ordinators and dated the date of the Time of Sale. 5. One copy of the signed “bring down” international AU-C920 look-a-like comfort letter from Deloitte addressed to the Joint Global Co-ordinators and dated the date of the Time of Sale. All of the above documents shall be delivered in the agreed form or, if no such agreed form exists, in such form as shall be satisfactory (acting reasonably) to the Joint Global Co-ordinators. 63 Part 6 Documents to be delivered on or prior to the Settlement Date 1. One copy of a letter signed by a Director on behalf of the Company in the form set out in Part 2 of Schedule 4 dated the Settlement Date. 2. One copy of the resolution of the board of Directors allotting any New Shares not taken up. 3. One copy of a signed “bring down” letter from Deloitte dated the Settlement Date and addressed to the Joint Global Co-ordinators and the Company. 4. One copy of the signed “bring down” US AU-C920 comfort letter from Deloitte addressed to the Joint Global Co-ordinators and dated the Settlement Date. 5. One copy of the signed “bring down” international AU-C920 look-a-like comfort letter from Deloitte addressed to the Joint Global Co-ordinators and dated the Settlement Date. 6. One copy of a signed “bring down” legal opinion of the Company’s Counsel relating to certain matters under English law addressed to the Joint Global Co-ordinators and dated the Settlement Date. 7. One copy of a signed “bring down” legal opinion of the Banks’ Counsel relating to certain matters of English law dated the Settlement Date. 8. One copy of a signed legal opinion of the Company’s Jersey Counsel relating to certain matters under Jersey law, addressed to the Joint Global Co-ordinators and dated the Settlement Date. 9. One copy of a signed Rule 10b-5 disclosure letter of the Company’s Counsel dated the Settlement Date or Time of Sale, as applicable. 10. One copy of a signed Rule 10b-5 disclosure letter of the Banks’ Counsel dated the Settlement Date or Time of Sale, as applicable. 11. One copy of a signed “bring down” “no registration” legal opinion of the Company’s Counsel relating to certain matters under US law addressed to the Joint Global Co-ordinators and dated the Settlement Date. 12. One copy of the signed “bring down” “no registration” legal opinion of the Banks’ Counsel relating to certain matters under US law addressed to the Joint Global Co-ordinators and dated the Settlement Date. All of the above documents shall be delivered in the agreed form or, if no such agreed form exists, in such form as shall be satisfactory (acting reasonably) to the Joint Global Co-ordinators.

64 Schedule 3 Representations, Warranties and Undertakings 1. Compliance 1.1 Each Group Company has been duly incorporated and is validly existing as a company with limited liability under the laws of the country of its incorporation with full corporate power and authority to own, lease and operate the properties which it owns, leases and operates and to own its other assets and carry on its business as presently carried on and as intended to be carried on as described in the Prospectus. 1.2 Each Group Company has conducted its business in accordance with all applicable laws and regulations of the United Kingdom and all relevant foreign countries or authorities and there is no order, decree or judgment of any court or any governmental or other competent authority or agency of the United Kingdom or any foreign country outstanding against any Group Company or any person for whose acts any Group Company is vicariously liable or adversely affects, save as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change or otherwise be material in the context of the Rights Issue, the underwriting of the New Shares or Admission. 1.3 All orders, registrations, licences, qualifications, permissions, clearances, approvals, authorisations and consents which are material for carrying on the business of the Group have been obtained and are in full force and effect and, so far as the Company is aware, there are no circumstances which might lead to any of such orders, registrations, licences, qualifications, permissions, clearances, approvals, authorisations and consents being revoked, suspended, varied or refused renewal. 1.4 All sums due in respect of the issued Ordinary Share capital of the Company at the date of this Agreement have been paid to and received by the Company. None of the owners or holders of any of the Ordinary Share capital of the Company shall, with effect from Admission, have any pre-emptive or other rights, in his capacity as such, in relation to the Group other than as set out in the memorandum and articles of association of the Company. 1.5 The Company and the Directors have at all times complied with the provisions of the Company’s memorandum and articles of association and the Companies Act and have or will have the right, power and authority under the memorandum and articles of association of the Company, or pursuant to a resolution passed in general meeting, to enter into and perform this Agreement (including, without limitation, the power to pay commissions, fees, costs and expenses provided for in this Agreement), the Option Agreement, the Subscription and Transfer Agreement and the Receiving Agent Agreement, to make the Rights Issue, to allot and issue the New Shares in certificated and uncertificated form, to issue the Relevant Documents in the manner proposed without any sanction or consent by members of the Company or any class of them and to enter into any other agreement in connection with the Rights Issue to which it is, or is to be, a party, and, subject to Admission, there are no other consents, authorisations or approvals required by the Company in connection with the entering into and the performance of this Agreement, the Option Agreement, the Subscription and Transfer Agreement and the Receiving Agent Agreement and the actions referred to in this paragraph 1.5 which have not been or will not be irrevocably and unconditionally obtained. 1.6 The allotment and issue of the New Shares, the Rights Issue, the issue and distribution of the Relevant Documents and any other document by or on behalf of the Company in connection with Admission or the Rights Issue complies with: (a) all applicable laws and regulations of the United Kingdom (including, without limitation, the Companies Act, the FSMA, the FS Act, MAR, the UK Prospectus 65 Regulation, the Listing Rules, the Prospectus Regulation Rules, the Disclosure Requirements, the Disclosure Guidance and Transparency Rules, the Admission and Disclosure Standards) and all applicable United States laws and regulations and, as far as the Directors are aware, all applicable laws and regulations of any relevant jurisdiction; and (b) the memorandum and articles of association of the Company. 1.7 The entering into and performance of this Agreement, the Option Agreement, the Subscription and Transfer Agreement and the other agreements to be entered into by the Company in relation to the issue and distribution of the Relevant Documents and Admission complies, or will comply, as the case may be, with all agreements to which the Company is a party or by which it or any of its respective properties or assets is bound and will not infringe any restrictions or the terms of any contract, obligation or commitment of the Company, save as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change or otherwise be material in the context of the Rights Issue, the underwriting of the New Shares or Admission. 1.8 The Relevant Documents contain, or will when published contain, all particulars and information required by, and comply, or will when published comply, in all respects with the memorandum and articles of association of the Company, the Companies Act, the FSMA, the FS Act, the UK Prospectus Regulation, MAR, the Listing Rules, the Prospectus Regulation Rules, the Disclosure Requirements, the Disclosure Guidance and Transparency Rules, all applicable rules and requirements of the London Stock Exchange and the FCA and all other applicable requirements of statute, statutory regulation or any regulatory body. 1.9 The New Shares, when issued and fully paid, will be free from all Adverse Interests and will rank pari passu in all respects with the existing issued shares in the issued share capital of the Company including the right to receive all dividends and other distributions declared, made or paid on such shares after the date of issue, and there will be no restrictions on the subsequent transfer of the New Shares. 1.10 The New Shares conform to all statements relating thereto contained in the Prospectus, and such description conforms to the rights set out in the Company’s articles of association. 1.11 The Company has complied with the requirements of Euroclear and the Uncertificated Securities Regulations 2001 and the Company’s existing Ordinary Shares are Participating Securities in, and have not been suspended from, CREST. 1.12 This Agreement, the Option Agreement, the Subscription and Transfer Agreement, the Receiving Agent Agreement and the other agreements to be entered into by the Company in connection with Admission and the Rights Issue have been duly authorised, executed and delivered on behalf of the Company and, assuming due authorisation, execution and delivery by the other parties thereto, constitute valid and legally binding obligations of the Company enforceable against it in accordance with their terms. 1.13 The Rights Issue (including without limitation, the creation, allotment and issue of the New Shares and the publication and distribution of the Relevant Documents) will be conducted in all material respects in accordance with the terms and conditions of the Relevant Documents and the Company has complied and will comply with all laws, rules and regulations applicable to the Rights Issue in each jurisdiction in which the New Shares are offered. 1.14 Save as disclosed in the Prospectus, there are no rights (conditional or otherwise): (a) to require the issue of any shares or other securities (including without limitation, any loan capital) or securities convertible into or exchangeable for, or warrants, rights or options to purchase, or obligations, commitments or intentions to create the same; or (b) to sell or otherwise dispose of any shares or other securities of a Group Company (other than to another Group, company, as

66 the case may be) which are outstanding and in force, save as would not be material in the context of the Group or otherwise in the context of the Rights Issue, the underwriting of the New Shares or Admission. 1.15 Neither the Company nor any Group Company nor any person acting on its or their behalf has taken, directly or indirectly, any action designed to or which has constituted or which might reasonably be expected to cause or result in stabilisation in violation of applicable laws or manipulation of the price of any security of the Company or the Group. 1.16 The Company has not paid or agreed to pay to any person any compensation for soliciting another to purchase any New Shares (except as contemplated in this Agreement). 1.17 The Directors have established procedures to enable the Company to comply with, or explain any non-compliance in accordance with, the provisions of the UK Corporate Governance Code published in July 2018 by the Financial Reporting Council. The Company has adopted and the Directors have established procedures to enable the Company to ensure compliance with the Listing Rules, the Disclosure Guidance and Transparency Rules and MAR on an ongoing basis, including (without limitation) its share dealing code. 2. Relevant Documents 2.1 Each of the Relevant Documents does not and will not, as of its date and on the dates on which this Warranty is deemed repeated (and if amended or supplemented as of the date of such amendment or supplement), contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. 2.2 All forecasts, targets, objectives, estimates, forward-looking statements, expressions of opinion, intention, belief or expectation contained in any Relevant Document (following publication, if applicable, and including, without limitation, the Profit Forecasts) are, and were on the respective dates thereof, or will be, when published, made in good faith and truly and honestly held by the Directors, are fairly based and have been, or when made will be, made on reasonable grounds after due and careful consideration and enquiry. 2.3 There are no facts or matters known, or which could on due and careful enquiry have been known, to the Company or any of the Directors, that have been omitted from any Relevant Document (following publication, if applicable), the omission of which would make any material statement of fact or expression of opinion, intention, belief or expectation contained in a Relevant Document misleading. 2.4 Having regard to the particular nature of the Company and the Group and the Company’s issued share capital and the other matters referred to in section 87A of the FSMA, the Prospectus contains all information about the Group which is or might be material for disclosure to potential investors and their professional advisers and which they would reasonably require and reasonably expect to find there for the purpose of making an informed assessment of the matters specified in section 87A(2) of the FSMA in a form which is comprehensible and easy to analyse. 2.5 There is no fact or circumstance which is not disclosed with sufficient prominence in the Prospectus or otherwise in writing to the FCA which ought to be taken into account by the FCA in considering the application for listing of the New Shares on the Official List. 2.6 All information provided by the Company, its subsidiary undertakings or any of its or their officers or employees to the Joint Global Co-ordinators and/or Deloitte in connection with its due diligence enquiries or similar requests for information has been supplied in good faith and such information was when supplied, and remains, true and accurate in all material respects and no further information requested has been withheld, the absence of which might reasonably be considered to be material to an assessment of the Company and the Group. 67 2.7 The U-Proof does not contain any information that is inconsistent in any material respect with the Prospectus, the Annual Results Announcement and the Rights Issue Announcement and there is no material information in the Prospectus which is not contained in the U-Proof. 3. Verification Materials All necessary enquiries have been made to ascertain and verify the accuracy of all material statements of fact and the reasonableness of all other material statements contained in the Relevant Documents. The Company has supplied each of the Directors with a copy of the Verification Materials and is satisfied that the replies to the Verification Materials have been prepared or approved by persons having appropriate knowledge and responsibility to enable them properly to provide or approve those replies and they have been provided in good faith with due care and attention and after due and careful enquiry, are true, complete and accurate in all material respects and not misleading and all statements of opinion in such replies are honestly held and based on reasonable grounds. 4. Annual Results Announcement and Previous Announcements With respect to the Annual Results Announcement and all Previous Announcements, all statements of fact contained therein were true and accurate in all material respects and not misleading at the date of the relevant announcement and, save to the extent corrected in any document or announcement issued or made by or on behalf of the Company subsequent thereto, remain true and accurate in all material respects and not misleading and all estimates, expressions of opinion or intention or belief or expectation of the Directors contained therein were at the date of the relevant announcement made on reasonable grounds and were truly and honestly held by the Directors and were fairly based and there were no facts known (or which could on reasonable enquiry have been known by the Directors) the omission of which would make any statement of fact or estimate or statement or expression of opinion, intention, belief or expectation in the Annual Results Announcement or any of the Previous Announcements misleading and the Annual Results Announcement and all Previous Announcements complied with the memorandum and articles of association of the Company, the Companies Act, the FSMA, the FS Act, the UK Prospectus Regulation, MAR, the Listing Rules, the Prospectus Regulation Rules, the Disclosure Requirements, the Disclosure Guidance and Transparency Rules, all applicable rules and requirements of the London Stock Exchange and the FCA and all other requirements of statute, statutory regulation or any regulatory body in any jurisdiction. Save as disclosed in the Prospectus, there is no existing profit forecast outstanding in respect of the Company, the Group taken as a whole, or any member thereof. 5. Statements to regulators (a) All statements made or information provided by or on behalf of the Company to the FCA or the London Stock Exchange or any other applicable regulatory or governmental authority in connection with the Rights Issue and/or Admission, are (or, when made, will be) true and accurate in all material respects and are not in light of the circumstances under which the statements were made or the information was given (or, when made, will not be) misleading and there are no facts which have not been disclosed to the FCA or the London Stock Exchange in connection therewith which by their omission make any such statements misleading or which are material for disclosure to any of them. All expressions of opinion, intention, belief or expectation made by or on behalf of the Company to the FCA or the London Stock Exchange or any other applicable regulatory or governmental authority in connection with the Rights Issue and/or Admission, are (or, when made, will be) truly and honestly held and have been (or, when made, will be) fairly made on reasonable grounds and/or assumptions after due and careful consideration and enquiry. (b) The Company has informed the Joint Global Co-ordinators of all discussions which it or its agents (other than the Joint Global Co-ordinators and their affiliates, as to whom

68 it makes no representation) have had with the FCA and the London Stock Exchange respectively in relation to the applications for Admission or the interpretation of and application of the Prospectus Regulation Rules, the Listing Rules, MAR and the Disclosure Guidance and Transparency Rules to the Company, in each case in relation to the Rights Issue and/or Admission. 6. Non-disclosure There is no non-public fact or circumstance which (excluding, for the avoidance of doubt, any fact or circumstances disclosed in the U-Proof and the Prospectus), if publicly disclosed by the Company would reasonably be expected to have, a significant effect on the market price of Ordinary Shares or any other securities of the Company or the Group or which is required by law or regulation to be disclosed to the public. 7. Accounts 7.1 The Accounts: (a) have been prepared and audited in accordance with and comply with the Companies Act and all applicable laws and regulations; (b) give a true and fair view of the financial condition and of the state of affairs of the Company and the Group as at the end of each of the relevant financial periods (including the Accounts Date) and of the profit, loss, cash flow and changes in equity of the Company and the Group for such periods; (c) are in accordance with IFRS applied on a consistent basis throughout the periods involved, unless as indicated in the notes to the consolidated financial statements, in accordance with IFRS; (d) either make proper provision for, or, where appropriate, in accordance with IFRS, include a note in respect of all liabilities or commitments, whether actual, deferred, contingent or disputed of the Group; and (e) have been prepared after due and careful enquiry by the Company and, where applicable, its subsidiaries, and are prepared on the basis set out in the Prospectus consistently with the accounting policies of the Group. 7.2 The unaudited pro forma financial information on the Group and the related notes thereto set out in Part IX of the Prospectus has been duly and carefully prepared on the bases set out in Part IX of the Prospectus and in accordance with the UK Prospectus Regulation and is presented on a basis consistent with the accounting principles, standards and practices normally applied by the Company. 7.3 The summary and selected financial information on the Group set out in the Prospectus has been duly and carefully extracted from the Accounts and has been properly compiled on a basis consistent with IFRS as disclosed in the accounting policies included in the Accounts, save as disclosed in the Prospectus. 7.4 The information contained in the statement of capitalisation and indebtedness set out in the Prospectus presents fairly the information contained therein, has been accurately extracted from the Company’s records and properly compiled on the basis described therein and on a basis that is consistent with the accounting policies applied in the Accounts. The information contained in the statement of capitalisation and indebtedness is in accordance with the Listing Rules, the UK Prospectus Regulation and the Admission and Disclosure Standards, and the assumptions used in the preparation of such statement are reasonable and the adjustments used therein are appropriate, to give effect to the transactions and circumstances referred to therein. 69 7.5 Save to the extent set out in the Accounts, no Group Company has any off-balance sheet financing, investment or liability material for disclosure in the Prospectus. 7.6 The Profit Forecasts have been prepared with all due care and attention by the Company and the Directors and properly compiled on the basis of the assumptions set out in Part X of the Prospectus, are comparable with the Company’s results for the financial year ended 31 March 2024 and restated prior year comparatives for the financial year ended 31 March 2023 and are consistent with the accounting policies used in the Annual Results, and the assumptions on which the Profit Forecasts are based are fairly presented and reasonable and there are no other material assumptions which are not, but should reasonably have been, taken into account in the preparation of the Profit Forecasts. 7.7 The Directors have established procedures which provide a reasonable basis for them to make proper judgements on an ongoing basis as to the financial position and prospects of the Company and the Group and the Company maintains a system of internal financial and accounting controls sufficient for the proper operation of those procedures and to enable the Group to comply with its regulatory, legal and accounting obligations. 7.8 Each of the Company and every other Group Company maintain a system of internal accounting controls sufficient to provide reasonable assurances that: (a) transactions are executed in accordance with management’s general or specific authorisation; (b) transactions are recorded as necessary to permit preparation of financial statements by the Company on a consolidated basis in conformity with IFRS and the Companies Act and the rules and regulations thereunder and to maintain accountability for assets; (c) access to assets is permitted only in accordance with management’s general or specific authorisation; and (d) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. 7.9 There are no, and during the past three years have been no: (a) material weaknesses in the Company’s internal controls over financial reporting (whether or not remediated) of the Company or the Group; (b) changes in the Company’s internal controls over financial reporting of the Company or the Group that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting of the Company or the Group, or, insofar as the Company is aware; or (c) instances of fraud involving any member of management of the Company or of any Group Company or any other employee of the Company or any Group Company save as would not be material in the context of the Rights Issue, the underwriting of the New Shares or Admission. 7.10 Deloitte, who have audited the Company’s consolidated financial statements and supporting notes as at and for the years ended 31 March 2024, 2023 and 2022, are independent auditors with respect to the Group, as required under audit regulations and guidance issued by the Institute of Chartered Accountants in England and Wales and under the United Kingdom’s Auditing Practices Board’s Ethical Standards, and by the Listing Rules and the UK Prospectus Regulation. 8. Position since Accounts Date 8.1 Since the Accounts Date: (a) each Group Company has carried on its respective business in the ordinary course and there has been no Material Adverse Change (whether or not foreseeable at the date of this Agreement);

70 (b) there has been no material impairment to charges in respect of any assets of the Company or of any Group Company and there has been no material increase in the provisions in respect of losses in relation to any mortgage, loans or other assets of the Company or of any Group Company; (c) no Group Company has, otherwise than in the ordinary course of business, entered into or assumed or incurred any contract, oral or written commitment (whether in respect of capital expenditure or otherwise), borrowing, indebtedness in the nature of borrowing, guarantee, liability (including contingent liability) or any other agreement or obligation; (d) no dividends or other distributions have been, or have been treated as having been, declared, made or paid by any Group Company otherwise than to another Group Company as part of the normal intra-Group cash flow and funding movements; (e) no debtor has been released by the Company to an extent which is material in relation to the Company or any Group Company on terms that he pays less than the book value of his debt and no debt of such material amount owing to the Company or any Group Company has been deferred, subordinated or written off or has proven irrecoverable to any material extent; (f) no Group Company has been involved in any transaction which has resulted or is likely to result in any material liability for Tax on the Company or any Group Company other than a transaction in the ordinary course of business or which is provided for in the Accounts; (g) no Group Company has been in default in any material respect under any agreement or arrangement to which any Group Company is a party and which is or might be material and there are no circumstances likely to give rise to such violation or default; (h) the business of the Group has not been materially affected by the loss of any customer or source of supply and, so far as the Company is aware, there are no facts or circumstances which could reasonably be expected to give rise to any loss which would materially affect the business of the Group; and (i) there has not been any industrial action materially affecting any Group Company and, after making due and careful enquiries, the Company is not aware of any circumstances which could reasonably be expected to give rise to any industrial action which would be material in the context of the Group, the Rights Issue, the underwriting of the New Shares or Admission. 9. Accountants’ reports 9.1 All information provided by the Company to the Joint Global Co-ordinators and/or Deloitte for the purposes of the Working Capital Report and/or any other report prepared by Deloitte in connection with the Rights Issue and in respect of any updates thereto, has been supplied to them in good faith; and such information was when supplied and remains true and accurate in all material respects and not misleading and no information has been withheld the absence of which might reasonably have affected the contents of the Working Capital Report and/or any other such report in any material respect. 9.2 The Working Capital Report has been approved by the Directors or a duly authorised committee thereof and has been made after due and careful enquiry and consideration, all statements of fact therein are true and accurate in all material respects and not misleading, all expressions of opinion, intention, belief or expectation contained therein are made in good faith and on reasonable grounds after due and careful enquiry and consideration and are honestly held by the Directors and are fairly based and there are no other facts known, or which could on reasonable enquiry have been known to the Company, the omission of which would make any 71 such statement or expression in the Working Capital Report misleading, all the bases and assumptions on which the Working Capital Report is based are reasonable and, so far as the Company is aware, there are no other assumptions on which the Working Capital Report ought to have been based which have not been made. 9.3 The cash flow and working capital projections contained in the Working Capital Report produced by Deloitte have been prepared by the Company on a reasonable basis after due and careful enquiry and take into account all material matters and sensitivities of which the Company is aware concerning the Company, each other Group Company and the markets in which any of them is carrying on, or is expecting to carry on, business. 9.4 The Group has sufficient working capital, taking into account the net proceeds of the Rights Issue, for its present requirements, that is, for at least 12 months following the date of publication of the Prospectus 10. Guarantees, Indemnities, Borrowings and Default 10.1 There is no indebtedness (actual or contingent) nor any indemnity, guarantee or security arrangement between any Group Company and any current or former employee, current or former director or current or former consultant of any Group Company or any person connected with any of such persons or in which any such person is interested (whether directly or indirectly), other than on an arms' length basis, which is material in the context of the Group taken as a whole, the Rights Issue, the underwriting of the New Shares or Admission. 10.2 No event has occurred nor have any circumstances arisen (and the making and completion of the Rights Issue and the allotment and issue of the New Shares will not give rise to any such event or circumstance) so that any person is or would be entitled, or could, with the giving of notice or lapse of time or the fulfilment of any condition or the making of any determination, become entitled, to require repayment before its stated maturity of, or to take any step to enforce any security for, any indebtedness of any Group Company which is material in the context of the Group’s borrowings or working capital projections and no person to whom any indebtedness, which is material in the context of the Group’s borrowings, of any Group Company which is payable on demand is owed has demanded or threatened to demand repayment of, or taken or threatened to take any step to enforce any guarantee, indemnity or other security for, the same. 10.3 All of the Group’s borrowing facilities referred to in the Working Capital Report (together, for the purpose of this paragraph 10.3, the “Facilities”) have been duly executed on behalf of the relevant Group Company and are in full force and effect. The Company and each Group Company are in compliance with and will (and will procure that its subsidiaries will) comply with and duly perform all its (or their) covenants and undertakings under the Facilities, other than in respect of any obligations that are administrative or not material, if breach of that covenant or undertaking would entitle the funders to refuse to make any moneys available under the Facilities. The Company will not (and will procure that no other subsidiary will) take any action or omit to take any action which would entitle any of the funders to refuse to make the Facilities available. To the best of the knowledge, information and belief of the Company, all undrawn amounts under such Facilities are or will be capable of drawdown and there is nothing known, or which could on reasonable enquiry be known, to the Company that would give cause for undrawn amounts under any Facilities not being available for drawing as and when required or would cause the Company to be in breach of any negative covenants contained in the terms and conditions of such Facilities. 10.4 There are no companies, undertakings, partnerships or joint ventures in existence whose results are not consolidated with the results of the Group, but whose default would affect the indebtedness or increase the contingent liabilities of the Group to the extent which could have

72 a material adverse effect on the financial or trading position of the Group taken as a whole or otherwise be material in the context of the Rights Issue, the underwriting of the New Shares or Admission. 10.5 The amounts borrowed by each Group Company do not exceed any limitation on its borrowing contained in its articles of association, any debenture or other deed or document binding upon it and no Group Company has outstanding any loan capital, nor has it factored any of its debts, or engaged in financing of a type which would not require to be shown or reflected in audited accounts or borrowed any money which it has not repaid, save for borrowings specified in the Accounts. 10.6 No event or circumstance exists, has occurred or arisen or, so far as the Company is aware, is about to occur which constitutes or results in, or would with the giving of notice and/or lapse of time and/or the making of a relevant determination, constitute, or result in, termination of or a default or the acceleration or breach of an obligation under any agreement, instrument or arrangement to which any Group Company is a party or by which any such Group Company or any of its properties, revenues or assets are bound, in each case which is material in the context of the Group, the Rights Issue, the underwriting of the New Shares or Admission. 11. Credit rating The Company has not received notice of any intended or potential downgrading of the rating assigned to any of the Company’s (or any other member of its Group’s) credit or debt rating by a “nationally recognised statistical rating organization” (as recognised by the SEC) (an “NRSRO”) or any affiliate of an NRSRO and no such downgrade has occurred, in each case which would or might reasonably be expected to be material in the context of the Group, the Rights Issue, the underwriting of the New Shares or Admission. 12. Taxation 12.1 The Company and each other Group Company has duly, and within any appropriate time limits, made all returns and computations, given all notices and supplied all material information required to be made, given or supplied to all relevant Tax Authorities and has maintained all material records required to be maintained for Tax purposes, in each case save as would not be material in the context of the Group, the Rights Issue, the underwriting of the New Shares or Admission; so far as the Company is aware, all such information was and remains complete and accurate in all material respects and all such computations, returns and notices were and remain complete and accurate in all material respects and were made on a proper basis; and none of the Company nor any other Group Company is involved in any material dispute or investigation with any Tax Authority, nor has any enquiry been raised by any Tax Authority in respect of the Company or any other Group Company, and so far as the Company is aware there is no significant risk that such dispute, investigation or enquiry will arise. 12.2 The Company and each other Group Company has paid or caused to be paid all material Taxes due and payable by it in full and on a timely basis, has withheld or collected all material Taxes that it is required to withhold or collect in full and on a timely basis, has timely accounted to the relevant Tax Authority for such amounts in full and has been in compliance with applicable Tax laws and regulations in all material respects. 12.3 All material liabilities, whether actual, deferred, contingent (as defined under IFRS) or disputed, of the Company and each other Group Company for Tax measured by reference to income, profits or gains earned, accrued or received on or before the Accounts Date or arising in respect of an event occurring or deemed to occur on or before the Accounts Date are provided for or (as appropriate) disclosed in the Accounts in accordance with generally accepted accounting principles. All other warranties relating to specific Tax matters set out in this Agreement, the Option Agreement or the Subscription and Transfer Agreement are made without prejudice to the generality of this warranty. 73 12.4 All material amounts of National Insurance contributions and material sums payable to HMRC under the P.A.Y.E. system and any material amounts of a corresponding nature (including any social security, social fund or similar contributions) payable to any Tax Authority outside the United Kingdom due and payable by the Company or any other Group Company up to the date hereof have within applicable requisite time limits been paid and the Company and each other Group Company has within applicable requisite time limits made such deductions and retentions as should have been made under applicable laws and regulations in respect thereof in all material respects. 12.5 Save as disclosed in the Prospectus, no Transfer Tax imposed under the laws of the United Kingdom or Jersey (other than any Transfer Tax for which the Company is not liable by virtue of Clause 11.6): (a) is payable in connection with: (i) the allotment, issue and delivery of the New Shares by the Company to Qualifying Shareholders taking up the Rights Issue or to acquirers in respect of any New Shares which have not been taken up in accordance with the terms of this Agreement; (ii) the execution and delivery of this Agreement, the Subscription and Transfer Agreement or the Option Agreement; or (iii) the allotment, issue and delivery of JerseyCo Ordinary Shares and JerseyCo Preference Shares to the Bank Subscriber; or (b) needs to be paid in respect of the transfer of JerseyCo Ordinary Shares and JerseyCo Preference Shares by the Bank Subscriber to the Company provided that the relevant instruments of transfer are executed and retained outside the United Kingdom. 12.6 Each Group Company (other than JerseyCo) is and has at all times been resident for Tax purposes solely in its jurisdiction of incorporation and is not and has not at any time been treated either as resident or having a permanent establishment or other place of business in any other jurisdiction for any Tax purpose (including any double Tax arrangement) and is not and has not at any time been subject to Tax on its income, profits or gains in any jurisdiction other than its jurisdiction of incorporation. 12.7 JerseyCo is, and at the time of execution of the Subscription and Transfer Agreement and the Option Agreement and whilst JerseyCo Ordinary Shares and/or JerseyCo Preference Shares are held by the Bank Subscriber (and immediately following the transfer of such shares to the Company) and for so long as the Bank Subscriber is contractually obliged to acquire JerseyCo Ordinary Shares and/or JerseyCo Preference Shares will be, resident in the United Kingdom for tax purposes and nowhere else. 12.8 The register of members of JerseyCo is, and whilst JerseyCo Ordinary Shares and/or JerseyCo Preference Shares are held by the Bank Subscriber (and immediately following the transfer of such shares to the Company) and for so long as the Bank Subscriber is contractually obliged to acquire JerseyCo Ordinary Shares and/or JerseyCo Preference Shares, will continue at all times to be kept by or on behalf of JerseyCo outside the United Kingdom. 13. Litigation 13.1 No Group Company nor any of their respective officers or agents or employees is involved, or has within the last 12 months immediately preceding the date of this Agreement been involved, in any civil, criminal, arbitration, administrative, governmental or other proceedings or governmental regulatory or similar investigation or enquiry, whether as plaintiff, defendant or otherwise which, by itself or with other proceedings, which individually or collectively is of material importance in the context of the Group or may have a significant effect on the Company’s or the Group’s financial position or profitability. 13.2 No litigation or arbitration, administrative, governmental, civil, criminal or other proceedings nor governmental, regulatory or similar investigation or enquiry are pending or have been

74 threatened by or against any Group Company or any of their respective officers, agents or employees in relation to the affairs of any Group Company and, to the best of the knowledge, information and belief of the Company and the Directors, there are no facts or circumstances likely to give rise to any such litigation or arbitration, administrative, criminal, governmental, civil, or other proceedings or governmental, regulatory or similar investigation or enquiry, in each case, to an extent which, by itself or with other proceedings, is or would be of material importance in the context of the Group or may have a significant effect on the Company’s or the Group’s financial position or profitability. 13.3 For the purpose of this paragraph 13.3, “proceedings” includes any action by any governmental, public or regulatory authority (including any investment exchange or any authority or body which regulates investment business or takeovers or which is concerned with regulatory, licensing, competition taxation matters or matters concerning Intellectual Property Rights). 14. Intellectual Property and Data Protection 14.1 The Group does not infringe the Intellectual Property Rights of any third party nor does any third party infringe the Intellectual Property Rights owned or used by the Group, save as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change or otherwise be material in the context of the Rights Issue, the underwriting of the New Shares or Admission. 14.2 All Intellectual Property Rights that are reasonably necessary to carry on the business now conducted or planned to be conducted by the Group are valid and enforceable and are either legally or beneficially owned by the Group or are lawfully used under a licence and are not subject to any Adverse Interests, save as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change or otherwise be material in the context of the Rights Issue, the underwriting of the New Shares or Admission. 14.3 The Group complies with all applicable data protection laws or guidelines and neither the Company nor any other Group Company has received any notice, or is aware of any allegation from any competent authority, that it has not complied with any applicable data protection laws or guidelines, save in each case as would not be expected to result in a Material Adverse Change or otherwise be material in the context of the Rights Issue, the underwriting of the New Shares or Admission. 15. Arrangements with Directors and Shareholders 15.1 There are no loans made by any Group Company to any of the shareholders of the Company and/or any of the directors of any Group Company and/or any associate of any of them, other than on an arm’s length basis. 15.2 There are no debts owing to any Group Company by any of the shareholders of the Company and/or any of the directors of any Group Company and/or any associate of any of them, other than on an arm’s length basis. 15.3 Save as fairly disclosed in the Prospectus: (a) except for the articles of association of the Company and any service agreement with a Director, there are no existing contracts or engagements to which any Group Company is a party and in which any of the directors of any Group Company and/or any associate of any of them is interested, which would be material in the context of the Group taken as a whole, the Rights Issue, the underwriting of the New Shares or Admission; (b) none of the Directors and their respective associates either individually, collectively or with any other persons are directly or indirectly interested in (in any way whatsoever) any Intellectual Property Rights not owned by the Group which would be of material 75 benefit to its present or proposed activities or in any business which is competitive with any business carried on by the Group (save as the holder of shares or debentures in a company which confers not more than three (3) per cent. of the votes which could be cast at a general meeting of that company); (c) no holder of Ordinary Shares has any rights, in his capacity as such, in relation to any Group Company other than as set out in the articles of association of the Company; (d) the Company is not aware of any claim, demand or right of action against any Group Company otherwise than for accrued remuneration in accordance with their contracts of employment by any officer or employee (or former officer or employee) of the Group and/or any associate of them which is or might reasonably be expected to be material in the context of the Group taken as a whole, the Rights Issue, the underwriting of the New Shares or Admission; (e) so far as the Company is aware, no Director nor any person connected with such Director nor any of the employees of the Group nor any person connected with any such employee is in breach of any restrictive covenant, employment agreement or contract for services which would or might have a material adverse effect on the Company or any other Group Company and, so far as the Company is aware, there are no circumstances which might give rise to any claim of such a breach or any other dispute with any employer, former employer or other person for whom any Director or employee of the Group provides or has provided services which is or might reasonably be expected to be material in the context of the Group taken as a whole, the Rights Issue, the underwriting of the New Shares or Admission; and (f) no Director has given notice of termination of his contract of employment and, so far as the Company is aware, no Director has indicated to the Company an intention to resign. 16. Competition No Group Company nor, so far as the Company is aware, any person for whose acts and defaults any Group Company may be vicariously liable is or has been a party to or involved in any agreement, understanding, arrangement, concerted practice or conduct which (in whole or in part) may infringe or has infringed any competition, state aid, antitrust or anti restrictive trade practice or merger control Laws (including Articles 101, 102 and 106 to 109 of the Treaty on the Functioning of the European Union, sections 2 and 19 of the Competition Act 1988, section 188 of the Enterprise Act 2002 and Council Regulation 139/2004/EC on the control of concentrations between undertakings). 17. Insurance The Group is insured to adequate levels against all risks which the Company reasonably believes to be commonly insured against by persons carrying on the same or similar businesses as those carried on by the Group and against all risks against which the Company reasonably believes to be appropriate in the particular circumstances of the businesses carried on by each Group Company, all such insurances are in full force and effect and to the best knowledge, information and belief of the Company, there are no circumstances which could render any such insurances void or voidable and there is no material insurance claim, pending, threatened or outstanding against any Group Company and, so far as the Company is aware, all premiums due in respect of all insurances have been duly paid. Neither the Company nor any Group Company has been refused any insurance coverage sought or applied for in the 12 months prior to the date of this Agreement and neither the Company nor any other Group Company has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business.

76 18. Information Technology 18.1 Systems used or planned to be used in connection with the businesses of the Group are adequate for the present needs of the business of the Group. 18.2 Save as would not be material in the context of the Group or otherwise material in the context of the Rights Issue, the underwriting of the New Shares or Admission, in the 12 months prior to the date of this Agreement, the Group did not suffer and, so far as the Company is aware, no other person has suffered any failures or bugs in or breakdowns of any systems owned by and used in connection with the businesses of the Group which have caused any substantial disruption or interruption in or to its use and the Company is not aware of any fact or matter which may so disrupt or interrupt or affect the use of such equipment following the date of this Agreement on the same basis as it is presently used. 18.3 Save as would not be material in the context of the Group or otherwise material in the context of the Rights Issue, the underwriting of the New Shares or Admission, all hardware comprised in any systems, excluding any software and any external communications lines, used in the businesses of the Group are owned (except those items which are subject to finance leases) and operated by and are under the control of a Group Company and are not wholly or partly dependent on any facilities which are not under the ownership, operation or control of the Group. 18.4 Save as would not be material in the context of the Group or otherwise material in the context of the Rights Issue, the underwriting of the New Shares or Admission, each Group Company is validly licensed or otherwise authorised to use the software used in its business. 19. Premises 19.1 The Company and each Group Company has good and marketable title to all real property (including, but not limited to, all freehold and leasehold property and which is, where required, registered at HM Land Registry with title absolute) and good and marketable title to all personal property owned by them, in each case free and clear of all liens, encumbrances, restrictions, cautions, notices or inhibitions and defects except such as: (a) are fairly described in the Prospectus; (b) do not individually or in the aggregate materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any Group Company; or (c) would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change or otherwise be material in the context of the Rights Issue, the underwriting of the New Shares or Admission. 19.2 Any real property and buildings held under lease by the Company or any Group Company are held by them under valid, subsisting and enforceable leases with such exceptions as are not individually or in the aggregate material and do not interfere with the use made and proposed to be made of such property and buildings by the Company or any Group Company or would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change or otherwise be material in the context of the Rights Issue, the underwriting of the New Shares or Admission. 20. Share Options 20.1 The particulars of the share option schemes contained in the Prospectus or any Supplementary Prospectus and, in particular, the information as to the dates on which options may be exercised and the number of options granted (conditionally or otherwise) on or before the date of this Agreement are accurate in all material respects and not misleading. 77 20.2 Except as disclosed in the Accounts, any Previous Announcement, the Prospectus or any Supplementary Prospectus, and except for options granted under the Company’s approved share option schemes in accordance with normal practice, there are no arrangements which (contingently or otherwise) may give rise to an obligation on the Company or any Group Company to allot, issue or grant any relevant securities as defined in section 915A of the Companies Act. 21. Pension Schemes Save in respect of the pension schemes disclosed in the Accounts, the Group is not paying, and is not under any liability (actual or contingent) to pay or secure (other than by payment of employers’ contributions under national insurance or social security legislation), any pension or other benefit on retirement, death or disability or on the attainment of a specified age or on the completion of a specified number of years of service. 22. Labour Matters No labour problem, dispute, slow-down, stoppage or disturbance involving the employees of the Company or any other Group Company exists, or so far as the Company is aware, is imminent or threatened save as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change or otherwise be material in the context of the Rights Issue, the underwriting of the New Shares or Admission. 23. Agreements Save as disclosed in the Prospectus, there is no agreement, undertaking, instrument or arrangement requiring the creation, allotment, issue, redemption or repayment, or the grant to any person of the right (whether conditional or not) to require the allotment, issue, redemption or repayment, of any shares in the capital of a Group Company (including, without limitation, an option or right of pre-emption or conversion) which is or might reasonably be expected to be material in the context of the Group as a whole or otherwise in the context of the Rights Issue, the underwriting of the New Shares or Admission. 24. Insolvency 24.1 No Group Company is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or is otherwise insolvent. 24.2 Except for any proceedings, meetings, resolutions or orders in connection with a winding up of a Group Company for the purposes of a solvent reorganisation or reconstruction which is not material in the context of the Group as a whole, the Rights Issue, the underwriting of the New Shares or Admission, during the 12 months preceding the date of this Agreement, no order has been made, petition presented or resolutions passed for the winding up of any Group Company and no meeting has been convened for the purpose of winding up any Group Company. 24.3 During the 12 months preceding the date of this Agreement, so far as the Company is aware, no steps have been taken for the appointment of an administrator or receiver (including an administrative receiver) of all or any part of the assets of any Group Company. 24.4 No Group Company has by reason of actual or anticipated financial difficulties: (a) obtained, or commenced discussions with a view to obtaining, stand-by or emergency funding from any governmental or regulatory authority, save as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change or otherwise be material in the context of the Rights Issue, the underwriting of the New Shares or Admission; or

78 (b) rescheduled, or commenced negotiations with its creditors or any class of its creditors with a view to rescheduling, any of its indebtedness or made or proposed any arrangement or composition with its creditors or any class of its creditors, save as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change or otherwise be material in the context of the Rights Issue, the underwriting of the New Shares or Admission. 25. Environmental Save as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change or otherwise be material in the context of the Rights Issue, the underwriting of the New Shares or Admission: (a) neither the Company nor any other Group Company is in violation of any federal state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation, ambient air, noise, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants, biological materials, wastes, toxic substances, hazardous substances, petroleum or petroleum products or nuclear or radioactive material (collectively “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”); (b) there are no material claims, proceedings, actions or investigations pending against the Group with respect to non-compliance with or liability (whether actual or prospective), obligation or duty under Environmental Laws nor have any such claims, proceedings, actions or investigations been threatened; and (c) the Company and all other Group Companies have all permits, licences, authorisations and approvals for their respective businesses required under any applicable Environmental Laws and are each in compliance with their requirements. 26. Regulatory Save as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change or otherwise be material in the context of the Rights Issue, the underwriting of the New Shares or Admission: (a) Each Group Company required to be licensed is duly licensed in its jurisdiction of incorporation and domicile and is duly licensed or authorised in each other jurisdiction where it is required to be licensed or authorised to conduct its business as described in the Prospectus; (b) no Group Company nor any of their respective officers has failed to comply with any statutory provision or any rules, regulations, directions, requirements, notices and provisions of any regulatory body applying to such Group Company in relation to its business; and (c) no Group Company is the subject of any investigation, enforcement action (including, without limitation to vary the terms of any permission of licence) or disciplinary proceeding by any regulatory body having jurisdiction over such Group Company, and no such investigation, enforcement action or disciplinary proceeding is threatened or pending. 79 27. United States Securities Laws 27.1 Foreign Issuer and No Substantial U.S. Market Interest The Company is a “foreign issuer” (as defined in Regulation S) and reasonably believes that there is no “substantial U.S. market interest” (as defined in Regulation S) in the Securities or any other securities of the Company of the same class as the Securities. 27.2 No Integration of Similar Offerings None of the Company, its affiliates or any person acting on its or their behalf (other than the Joint Global Co-ordinators as to whom the Company makes no representation or warranty), directly or indirectly, has made offers or sales of any security, has solicited offers to buy, or otherwise negotiated in respect of, any security under circumstances that would require the Securities to be registered under the Securities Act. 27.3 No General Solicitation, General Advertising or Directed Selling Efforts Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf (other than the Joint Global Co-ordinators as to whom the Company makes no representation or warranty) has: (a) engaged in any form of “general solicitation” or “general advertising” (within the meaning of Regulation D) in connection with offers or sales of the Nil Paid Rights, Fully Paid Rights or New Shares in the United States; or (b) engaged in any “directed selling efforts” (within the meaning of Regulation S) in connection with offers or sales of the Nil Paid Rights, Fully Paid Rights or New Shares; or (c) offered or sold or will offer or sell or has solicited or will solicit offers to buy any Nil Paid Rights, Fully Paid Rights or New Shares in any manner involving a “public offering” in the United States within the meaning of Section 4(a)(2) of the Securities Act. 27.4 Passive Foreign Investment Company The Company believes that it was not for its most recent taxable year and does not expect to become a “passive foreign investment company” within the meaning of Section 1297 of the U.S. Internal Revenue Code of 1986, as amended, for the current taxable year or in the foreseeable future. 27.5 Investment Company Act The Company is not, and after giving effect to the offering and sale of the Nil Paid Rights, Fully Paid Rights and the New Shares and the application of the proceeds therefrom will not be, an “investment company” as such term is defined in the Investment Company Act. 28. Sanctions Neither the Company nor any Group Company, nor any of its or their directors or officers, nor, so far as the Company is aware, any of its or their employees, agents or affiliates or other person associated with or acting on behalf of the Company or any Group Company (other than the Joint Global Co-ordinators as to whom the Company makes no representation or warranty) is currently the subject or the target of any sanctions administered or enforced by the U.S. Government, (including, without limitation, OFAC or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, His Majesty’s Treasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the

80 Company or any Group Company located, organized, operating or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Cuba, Iran, North Korea, Sudan, Syria, Crimea and the so-called Donetsk People’s Republic and Luhansk People’s Republic regions of Ukraine, the non-government controlled areas of Zaporizhzhia and Kherson or any other jurisdiction or territory that is similarly the target of countrywide or territory-wide Sanctions (each, a “Sanctioned Territory”). For the past 10 years, the Company and each Group Company have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Territory. Any of the above provisions of this paragraph 28 shall not apply if and to the extent it is unenforceable as a result of the Blocking Regulation and, in such case, the enforceability of this paragraph 28 shall not otherwise be affected. 29. No Unlawful Payments Neither the Company nor any Group Company, nor any of its or their directors, officers, nor, so far as the Company is aware, any of its or their employees, agents or affiliates or other person associated with or acting on behalf of the Company or any Group Company (other than the Joint Global Co-ordinators as to whom the Company makes no representation or warranty), has: (a) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (b) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including any government-owned or controlled entity or any public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (c) violated or is in violation of any provision of the FCPA, as amended, or any applicable law or regulation implementing the OECD Convention, or committed an offence under the Bribery Act, or any other applicable anti-bribery or anti-corruption laws; or (d) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit, save, in the case of sub-paragraphs (c) and (d) only, as would not be material in the context of the Group, the Rights Issue, the underwriting of the New Shares or Admission. The Company and the Group have instituted, maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws. 30. Anti-Corruption Neither the Company nor any Group Company, nor any of its or their directors or officers, nor, so far as the Company is aware, any of its or their employees, agents or affiliates or other person associated with or acting on behalf of the Company or any Group Company (other than the Joint Global Co-ordinators as to whom the Company makes no representation or warranty), is or has been, in connection with all or any part of the business of any Group Company, the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body or any customer regarding any offence or alleged offence under the FCPA, Bribery Act or similar legislation in any other jurisdiction, and no such investigation, inquiry or proceedings are pending or, to the Company’s knowledge, have been threatened and, so far as the Company is aware, there are no circumstances that are reasonably expected to give rise to any such investigation, inquiry or proceedings. 31. Anti-Money Laundering The operations of the Company and each Group Company are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements, including those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the applicable money laundering statutes of all jurisdictions where the Company or any Group 81 Company conducts business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental or regulatory agency (collectively, the “Anti-Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental or regulatory agency, authority or body or any arbitrator involving the Company or any Group Company with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

82 Schedule 4 Letter of Confirmation Part 1 Pre-Admission [On the letterhead of the Company] To: [***] [***] [●] 2024 Dear Sir/Madam We refer to the Underwriting Agreement between us dated 23 May 2024 (the “Underwriting Agreement”) and to the conditions set out in Clause 2.1 of the Underwriting Agreement (the “Conditions”). References in this letter to Clauses are to Clauses of the Underwriting Agreement and words and expressions defined in the Underwriting Agreement have the same meaning herein. We hereby confirm that, having made due and careful enquiry and subject to the giving of this letter: (a) we have complied with all our obligations under the Underwriting Agreement which fall to be performed to date; (b) each of the Conditions, other than that contained in Clause 2.1(h), is satisfied as at the delivery of this letter; (c) we are not aware of any reason why the Conditions will not continue to be satisfied until Admission; and (d) subject to the provisions of Clause 13, none of the Warranties has been breached or was untrue, inaccurate or misleading when made, and none of the Warranties would be breached or become untrue, inaccurate or misleading if repeated by reference to the facts and circumstances subsisting at the date hereof. This letter, and any non-contractual obligations arising out of or in connection with it, will be governed by and construed in accordance with English law. Yours faithfully _____________________________________ Director/Secretary National Grid plc 83 Part 2 Post-Admission [On the letterhead of the Company] To: [***] [***] [●] 2024 Dear Sir/Madam We refer to the Underwriting Agreement between us dated 23 May 2024 (the “Underwriting Agreement”). References in this letter to Clauses are to Clauses of the Underwriting Agreement and words and expressions defined in the Underwriting Agreement have the same meaning herein. We hereby confirm that, subject to the giving of this letter: (a) we have complied with all of our obligations under the Underwriting Agreement which fall to be performed to date; and (b) subject to the provisions of Clause 13, none of the Warranties has been breached or was untrue, inaccurate or misleading when made, and none of the Warranties would be breached or become untrue, inaccurate or misleading if repeated by reference to the facts and circumstances subsisting at the date hereof. This letter, and any non-contractual obligations arising out of or in connection with it, will be governed by and construed in accordance with English law. Yours faithfully ____________________ Director/Secretary National Grid plc

84 Schedule 5 Selling Restrictions United States 1. Each of the Joint Global Co-ordinators severally, and not jointly or jointly and severally, acknowledges that none of the Nil Paid Rights, Fully Paid Rights or the New Shares have been or will be registered under the Securities Act and may not be offered or sold within the United States, except pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act; and represents and agrees that (a) neither the Joint Global Co-ordinators nor any of their respective affiliates, nor any person acting on its or their behalf has solicited or will solicit offers for, or has offered, sold or procured acquirers or purchasers for or will offer, sell or procure acquirers or purchasers for, Nil Paid Rights, Fully Paid Rights or New Shares by means of any general solicitation or general advertising (within the meaning of Regulation D) or otherwise in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act, (b) neither the Joint Global Co-ordinators, nor any of their respective affiliates, nor any person acting on its or their behalf, has engaged or will engage in any directed selling efforts (within the meaning of Regulation S) with respect to the Nil Paid Rights, Fully Paid Rights or New Shares, and (c) neither the Joint Global Co-ordinators, nor any person acting on its or their behalf, has offered or sold or solicited offers for or procured acquirers or purchasers for and will offer or sell, or solicit offers for or procure acquirers or purchasers for, the Nil Paid Rights, Fully Paid Rights or New Shares, as part of their initial distribution, only (i) to or from persons who it reasonably believes are QIBs who, other than with respect to any New Shares placed pursuant to Clause 8, deliver an executed QIB Letter, or if any such person is buying for one or more institutional accounts of which such person is acting as fiduciary or agent, only when the Company, the Joint Global Co-ordinators, or any person acting on its or their behalf, as the case may be, reasonably believe that each such account is a QIB and, other than with respect to any New Shares placed pursuant to Clause 8, receive an executed QIB Letter in respect of each such account pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act; or (ii) in offshore transactions within the meaning, and meeting the requirements, of Rule 903 under Regulation S of the Securities Act. European Economic Area 2. In relation to each Member State of the European Economic Area (each a “Relevant State”), each Joint Global Co-ordinator represents, warrants and agrees that it has not made and will not make an offer of the New Shares, Nil Paid Rights or Fully Paid Rights to the public in that Relevant State prior to the publication of a prospectus in relation to the New Shares, Nil Paid Rights or Fully Paid Rights which has been approved by the competent authority in that Relevant State or, where appropriate, approved in another Relevant State and notified to the competent authority in the Relevant State, all in accordance with the EU Prospectus Regulation, except that it may make an offer to the public in that Relevant State of any New Shares, Nil Paid Rights or Fully Paid Rights at any time under the following exemptions under the EU Prospectus Regulation: (a) to any legal entity which is a “qualified investor” as defined under the EU Prospectus Regulation; (b) to fewer than 150 natural or legal persons (other than “qualified investors” as defined under Article 2 of the EU Prospectus Regulation); or (c) in any other circumstances falling within Article 1(4) of the EU Prospectus Regulation, 85 provided that no such offer of the New Shares, Nil Paid Rights or Fully Paid Rights shall require the Company or the Joint Global Co-ordinators to publish a prospectus pursuant to Article 3 of the EU Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the EU Prospectus Regulation and each person to whom it makes any offer under the Rights Issue will be deemed to have represented, acknowledged, and agreed that it is a “qualified investor” within the meaning of Article 2(e) of the EU Prospectus Regulation. For the purposes of this provision, the expression an “offer to the public” in relation to any New Shares, Nil Paid Rights or Fully Paid Rights in any Relevant State means the communication in any form and by any means of sufficient information on the terms of the offer and any New Shares, Nil Paid Rights or Fully Paid Rights to be offered so as to enable an investor to decide to purchase or subscribe for any New Shares, Nil Paid Rights or Fully Paid Rights. In the case of the New Shares, the Nil Paid Rights or the Fully Paid Rights being offered to a financial intermediary, as that term is used in the EU Prospectus Regulation, each party acknowledges to each of the others that it will use its reasonable endeavours, by the inclusion of appropriate language in some or all of the Relevant Documents, to procure that such financial intermediary will be deemed to have represented, acknowledged and agreed that the New Shares, the Nil Paid Rights or the Fully Paid Rights acquired by it have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any New Shares, Nil Paid Rights or Fully Paid Rights to the public other than their offer or resale in a Relevant Member State to “qualified investors” within the meaning of Article 2(e) of the EU Prospectus Regulation or in circumstances in which the prior consent of each of the Company and the Joint Global Co-ordinators has been obtained to each such proposed offer or resale and that the Company, the Joint Global Co-ordinators and their respective affiliates will rely upon the truth and accuracy of the foregoing representation, acknowledgement and agreement. United Kingdom 3. In relation to the United Kingdom, each Joint Global Co-ordinator represents, warrants and agrees that it has not made and will not make an offer of the New Shares, Nil Paid Rights or Fully Paid Rights to the public in the United Kingdom prior to the publication of a prospectus in relation to the New Shares, Nil Paid Rights or Fully Paid Rights which has been approved by the competent authority in the United Kingdom in accordance with the UK Prospectus Regulation, except that it may make an offer to the public in the United Kingdom of any New Shares, Nil Paid Rights or Fully Paid Rights at any time under the following exemptions under the UK Prospectus Regulation: (a) to any legal entity which is a “qualified investor” as defined under the UK Prospectus Regulation; (b) to fewer than 150 natural or legal persons (other than “qualified investors” as defined under Article 2 of the UK Prospectus Regulation); or (c) in any other circumstances falling within Section 86 of the FSMA, provided that no such offer of the New Shares, Nil Paid Rights or Fully Paid Rights shall require the Company or the Joint Global Co-ordinators to publish a prospectus pursuant to Section 85 of the FSMA or supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation and each person to whom it makes any offer under the Rights Issue will be deemed to have represented, acknowledged, and agreed that it is a “qualified investor” within the meaning of Article 2 of the UK Prospectus Regulation. For the purposes of this provision, the expression an “offer to the public” in relation to any New Shares, Nil Paid Rights or Fully Paid Rights in any Relevant State means the communication in any form and by any means of sufficient information on the terms of the offer and any New

86 Shares, Nil Paid Rights or Fully Paid Rights to be offered so as to enable an investor to decide to purchase or subscribe for any New Shares, Nil Paid Rights or Fully Paid Rights. In the case of the New Shares, the Nil Paid Rights or the Fully Paid Rights being offered to a financial intermediary, as that term is used in the UK Prospectus Regulation, each party acknowledges to each of the others that it will use its reasonable endeavours, by the inclusion of appropriate language in some or all of the Relevant Documents, to procure that such financial intermediary will be deemed to have represented, acknowledged and agreed that the New Shares, the Nil Paid Rights or the Fully Paid Rights acquired by it have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any New Shares, Nil Paid Rights or Fully Paid Rights to the public other than their offer or resale in a Relevant Member State to “qualified investors” within the meaning of Article 2 of the UK Prospectus Regulation or in circumstances in which the prior consent of each of the Company and the Joint Global Co-ordinators has been obtained to each such proposed offer or resale and that the Company, the Joint Global Co-ordinators and their respective affiliates will rely upon the truth and accuracy of the foregoing representation, acknowledgement and agreement. 4. Each Joint Global Co-ordinator represents, warrants and agrees severally, and not jointly or jointly and severally, that: (a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) in connection with the issue or sale of the Nil Paid Rights, Fully Paid Rights or New Shares in circumstances in which Section 21(1) of the FSMA does not apply; and (b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Nil Paid Rights, Fully Paid Rights or New Shares in, from or otherwise involving the United Kingdom. 87 Schedule 6 Joint Global Co-ordinators and Due Proportions Name Address Underwriting commitment (number of New Shares) Due Proportion (%) [***] [***] [***] [***] [***] [***] [***] [***]

88 Signed by for and on behalf of National Grid plc [***] Signed by for and on behalf of [***] [***] Signed by for and on behalf of [***] [***]


£			REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

R			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

			For the fiscal year ended 31 March 2024

OR

£			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

£			SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

			Date of event requiring this shell company report

			For the transition period from to


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary Shares of 12 204/473 pence each	NG	The New York Stock Exchange*
American Depositary Shares, each representing five	NGG	The New York Stock Exchange
5.602% Notes due 2028	NGG28	The New York Stock Exchange
5.809% Notes due 2033	NGG33	The New York Stock Exchange
5.418% Notes due 2034	NGG34	The New York Stock Exchange


Item	Form 20-F caption		Location in the document		Page(s)
1	Identity of directors, senior management and advisors		Not applicable		—
2	Offer statistics and expected timetable		Not applicable		—
3	Key Information
	3A [Reserved]				—
	3B Capitalization and indebtedness		Not applicable		—
	3C Reasons for the offer and use of proceeds		Not applicable		—
	3D Risk Factors		“Additional Information—Internal control and risk factors—Risk factors”		226-231
4	Information on the company
	4A History and development of the company		“Strategic Report—National Grid at a glance”; “—Where we operate”; “—Our business model: “What we do” “—How we create value”		2-5
			“Strategic Report—Chair’s statement”		6
			“Strategic Report—Chief Executive’s review”		7-9
			“Strategic Report—Our business environment”		12-15
			“Strategic Report—Succeeding with our strategy”		16-17
			“Strategic Report—Our key performance indicators (KPI)”		18-21
			“Strategic Report—Our business units “—UK Electricity Transmission (UK ET)”; “—UK Electricity System Operator (ESO)”; “—UK Electricity Distribution (UK ED)”; —New England”; —New York”; “—National Grid Ventures (NGV)”; “—Other activities”		32-36
			“Strategic Report—Financial review—Summary of Group financial performance for the year ended 31 March 2024”		61-73
			“Financial Statements—Notes to the consolidated financial statements—2. Segmental analysis—(c) Capital investment”		139
			“Financial Statements—Notes to the consolidated financial statements—10. Assets held for sale and discontinued operations”		156-158
			“Additional Information—The business in detail—UK Regulation”; “—US Regulation” and “—Summary of US price controls and rate plans”		220-225
			“Additional Information—Shareholder information—Articles of Association—General”		232
			“Additional Information—Shareholder Information— Documents on display”		233
			“Additional Information—Other unaudited financial information—Alternative performance measures/non-IFRS reconciliations—Capital investment at constant currency”		248
			“Additional Information—Want more information or help?”		263
	4B Business overview		“Strategic Report—National Grid at a glance”; “—Where we operate”; “—Our business model: “What we do” “—How we create value”		2-5
			“Strategic Report—Chair’s statement”		6
		“Strategic Report—Our Business environment”				12-15
		“Strategic Report—Succeeding with our strategy”		16-17


		“Strategic Report—Our business units “—UK Electricity Transmission (UK ET)”; “—UK Electricity System Operator (ESO)”; “—UK Electricity Distribution (UK ED)”; —New England”; —New York”; “—National Grid Ventures (NGV)”; “—Other activities”			32-36
		“Strategic Report—Financial review—Segmental operating profit”			63-66
			“Financial Statements—Notes to the consolidated financial statements—2. Segmental analysis”	137-139
			“Financial Statements—Notes to the consolidated financial statements—3. Revenue”	140-143
			“Financial Statements—Notes to the consolidated financial statements—10. Assets held for sale and discontinued operations”	156-158
			“Financial Statements—Notes to the consolidated financial statements—17. Derivative financial instruments—(b) Commodity contract derivatives”	171-172
			“Additional Information—The business in detail—UK Regulation”; “—US Regulation” and “—Summary of US price controls and rate plans”			220-225
			“Additional Information—Internal control and risk factors—Risk factors”			226-231
	4C Organizational structure		“Financial Statements—Notes to the consolidated financial statements—34. Subsidiary undertakings, joint ventures and associates”	206-209
	4D Property, plants and equipment		“National Grid at a glance—Where we operate”	3
			“Strategic Report—Task Force on Climate-related Financial Disclosures (TCFD)”	44-58
			“Strategic Report—Financial review—Financial Position”	70
			“Financial Statements—Consolidated statement of financial position”			131
			“Financial Statements—Notes to the consolidated financial statements—5. Exceptional items and remeasurements—“—2023—Changes in environmental provisions”	148
			“Financial Statements—Notes to the consolidated financial statements—13. Property, plant and equipment”	162-165
			“Financial Statements—Notes to the consolidated financial statements—21. Borrowings”	175-176
			“Additional Information—Other disclosures—Property, plant, equipment and borrowings”			240
4A	Unresolved staff comments		“Additional Information—Other disclosures—Unresolved SEC staff comments”	239
5	Operating and financial review and prospects
	5A Operating results		“Strategic Report—Our business model”	4-5
			“Strategic Report—Our business environment”	12-15
			“Strategic Report—Our business units “—UK Electricity Transmission (UK ET)”; “—UK Electricity System Operator (ESO)”; “—UK Electricity Distribution (UK ED)”; —New England”; —New York”; “—National Grid Ventures (NGV)”; “—Other activities”	32-36
			“Strategic Report—Financial review”	60-73
			“Financial Statements—Notes to the consolidated financial statements—2. Segmental analysis”	137-139
			“Financial Statements—Notes to the consolidated financial statements—32. Financial risk management—(c) Currency risk”	196
			“Additional Information—The business in detail—UK Regulation”; “—US Regulation” and “—Summary of US price controls and rate plans”	220-225


		“Additional Information—Internal control and risk factors—Risk factors—Law, regulation and political and economic uncertainty”	229
		“Additional Information—Commentary on consolidated financial statements”	257-258
	5B Liquidity and capital resources	“Strategic Report—Financial review”	60-73
		“Financial Statements—Consolidated cash flow statement”	132
		“Financial Statements—Notes to the consolidated financial statements—1.A Going concern”	133
		“Financial Statements—Notes to the consolidated financial statements—17. Derivative financial instruments”	170-172
		“Financial Statements—Notes to the consolidated financial statements—20. Cash and cash equivalents”	174
		“Financial Statements—Notes to the consolidated financial statements—21. Borrowings”	175-176
		“Financial Statements—Notes to the consolidated financial statements—29. Net debt”	189-190
		“Financial Statements—Notes to the consolidated financial statements—30. Commitments and contingencies”	191
		“Financial Statements—Notes to the consolidated financial statements—32. Financial risk management”	192-204
		“Financial Statements—Notes to the consolidated financial statements—33. Borrowing facilities”	205
		“Additional Information—Internal control and risk factors—Risk factors—Financing and liquidity”	231
	5C Research and development, patents and licenses, etc.	“Additional Information—Other disclosures—Research, development and innovation activity”	241
	5D Trend information	“Strategic Report—Financial review”	60-73
	5E Critical Accounting Estimates	Not applicable	—
6	Directors, senior management and employees
	6A Directors and senior management	“Corporate Governance Report—Our Board”	78-79
	6B Compensation	“Corporate Governance Report—Directors’ Remuneration report”	98-114
		“Corporate Governance Report—Directors’ Remuneration report—Summary of Policy table and approach taken for 2023/24 with intended approach for 2024/25”	100-114
		“Corporate Governance Report—Directors’ Remuneration report—Statement of implementation of Policy in 2023/24”	103-105
		“Corporate Governance Report—Directors’ Remuneration report—Statement of implementation of Policy in 2023/24—Single total figure of remuneration–Executive Directors”	103
		“Corporate Governance Report—Directors’ Remuneration report—Statement of implementation of Policy in 2023/24—Single total figure of remuneration—Non-executive Directors”	109
		“Financial Statements—Notes to the consolidated financial statements—4. Other operating costs—(c) Key management compensation”	145
		“Financial Statements—Notes to the consolidated financial statements—25. Pensions and other post-retirement benefits”	178-184
	6C Board practices	“Corporate Governance Report—Our Board”	78-79
		“Corporate Governance Report—Corporate Governance overview”	76-77
		“Corporate Governance Report—Audit & Risk Committee report”	90-95


Large accelerated filer R Non-accelerated filer £						Accelerated filer £ Emerging growth company £


2024	Notes	Total £m
2024	Notes	Total £m
Continuing operations
Revenue	2(a),3	19,850
Provision for bad and doubtful debts	4	(179)
Other operating costs	4	(15,208)
Other operating income		12
Operating profit	2(b)	4,475
Finance income	6	248
Finance costs	6	(1,712)
Share of post-tax results of joint ventures and associates	16	37
Profit before tax	2(b)	3,048
Tax	7	(831)
Profit after tax from continuing operations		2,217
Profit after tax from discontinued operations	10	74
Total profit for the year (continuing and discontinued)		2,291
Attributable to:
Equity shareholders of the parent		2,290
Non-controlling interests from continuing operations		1
Earnings per share (pence)
Basic earnings per share (continuing)	8	60.0
Diluted earnings per share (continuing)	8	59.7
Basic earnings per share (continuing and discontinued)	8	62.0
Diluted earnings per share (continuing and discontinued)	8	61.7


2023	Notes	Total £m
2023	Notes	Total £m
Continuing operations
Revenue	2(a),3	21,659
Provision for bad and doubtful debts	4	(220)
Other operating costs	4	(17,549)
Other operating income		989
Operating profit	2(b)	4,879
Finance income	6	138
Finance costs	6	(1,598)
Share of post-tax results of joint ventures and associates	16	171
Profit before tax	2(b)	3,590
Tax	7	(876)
Profit after tax from continuing operations		2,714
Profit after tax from discontinued operations	10	5,083
Total profit for the year (continuing and discontinued)		7,797
Attributable to:
Equity shareholders of the parent		7,797
Non-controlling interests from continuing operations		—
Earnings per share (pence)
Basic earnings per share (continuing)	8	74.2
Diluted earnings per share (continuing)	8	73.8
Basic earnings per share (continuing and discontinued)	8	213.1
Diluted earnings per share (continuing and discontinued)	8	212.1


2022	Notes	Total £m
2022	Notes	Total £m
Continuing operations
Revenue	2(a),3	18,449
Provision for bad and doubtful debts	4	(167)
Other operating costs	4	(14,139)
Other operating income		228
Operating profit	2(b)	4,371
Finance income	6	50
Finance costs	6	(1,072)
Share of post-tax results of joint ventures and associates		92
Profit before tax	2(b)	3,441
Tax	7	(1,258)
Profit after tax from continuing operations		2,183
Profit after tax from discontinued operations	10	171
Total profit for the year (continuing and discontinued)		2,354
Attributable to:
Equity shareholders of the parent		2,353
Non-controlling interests from continuing operations		1
Earnings per share (pence)
Basic earnings per share (continuing)	8	60.6
Diluted earnings per share (continuing)	8	60.3
Basic earnings per share (continuing and discontinued)	8	65.4
Diluted earnings per share (continuing and discontinued)	8	65.0


	Share capital £m	Share premium account £m	Retained earnings £m	Other equity reserves1 £m	Total shareholders’ equity £m	Non- controlling interests £m	Total equity £m
At 31 March 2021	474	1,296	23,163	(5,094)	19,839	21	19,860
Profit for the year	—	—	2,353	—	2,353	1	2,354
Other comprehensive income for the year	—	—	1,871	605	2,476	1	2,477
Total comprehensive income for the year	—	—	4,224	605	4,829	2	4,831
Equity dividends	—	—	(922)	—	(922)	—	(922)
Scrip dividend-related share issue2	11	(12)	—	—	(1)	—	(1)
Issue of treasury shares	—	—	17	—	17	—	17
Transactions in own shares	—	16	(3)	—	13	—	13
Share-based payments	—	—	43	—	43	—	43
Tax on share-based payments	—	—	7	—	7	—	7
Transfer of accumulated gains and losses on sale of equity investments3	—	—	82	(82)	—	—	—
Cash flow hedges transferred to the statement of financial position, net of tax	—	—	—	8	8	—	8
At 1 April 2022	485	1,300	26,611	(4,563)	23,833	23	23,856
Profit for the year	—	—	7,797	—	7,797	—	7,797
Other comprehensive (loss)/income for the year	—	—	(1,253)	698	(555)	1	(554)
Total comprehensive income for the year	—	—	6,544	698	7,242	1	7,243
Equity dividends	—	—	(1,607)	—	(1,607)	—	(1,607)
Scrip dividend-related share issue2	3	(3)	—	—	—	—	—
Issue of treasury shares	—	—	16	—	16	—	16
Transactions in own shares	—	5	(4)	—	1	—	1
Share-based payments	—	—	48	—	48	—	48
Cash flow hedges transferred to the statement of financial position, net of tax	—	—	—	5	5	—	5
At 1 April 2023	488	1,302	31,608	(3,860)	29,538	24	29,562
Profit for the year	—	—	2,290	—	2,290	1	2,291
Other comprehensive loss for the year	—	—	(168)	(132)	(300)	—	(300)
Total comprehensive income/(loss) for the year	—	—	2,122	(132)	1,990	1	1,991
Equity dividends	—	—	(1,718)	—	(1,718)	—	(1,718)
Scrip dividend-related share issue2	5	(6)	—	—	(1)	—	(1)
Issue of treasury shares	—	—	21	—	21	—	21
Transactions in own shares	—	2	(6)	—	(4)	—	(4)
Share-based payments	—	—	37	—	37	—	37
Tax on share-based payments	—	—	2	—	2	—	2
Cash flow hedges transferred to the statement of financial position, net of tax	—	—	—	2	2	—	2
At 31 March 2024	493	1,298	32,066	(3,990)	29,867	25	29,892


UK Electricity Transmission	The high-voltage electricity transmission networks in England and Wales. This includes our Accelerated Strategic Transmission Investment projects to connect more clean, low-carbon power to the transmission network in England and Wales.
UK Electricity Distribution	The electricity distribution networks of NGED in the East Midlands, West Midlands and South West of England and South Wales.
UK Electricity System Operator	The Great Britain system operator. The ESO met the criteria to be classified as held for sale at the end of October 2023 (see note 10).
New England	Gas distribution networks, electricity distribution networks and high-voltage electricity transmission networks in New England.
New York	Gas distribution networks, electricity distribution networks and high-voltage electricity transmission networks in New York.
National Grid Ventures	Comprises all commercial operations in LNG at the Isle of Grain in the UK and Providence, Rhode Island in the US, our electricity generation business in the US, our electricity interconnectors in the UK and our investment in National Grid Renewables Development LLC, our renewables business in the US. Whilst NGV operates outside our regulated core business, the electricity interconnectors in the UK are subject to indirect regulation by Ofgem regarding the level of returns they can earn. Our US LNG operations were reclassified from the New England segment following an internal reorganisation in the year.


	Before exceptional items and remeasurements			Exceptional items and remeasurements (see note 5)			After exceptional items and remeasurements
	2024	2023	2022	2024	2023	2022	2024	2023	2022
	£m	£m	£m	£m	£m	£m	£m	£m	£m
Operating segments – continuing operations:
UK Electricity Transmission	1,677	995	1,067	(3)	(2)	(12)	1,674	993	1,055
UK Electricity Distribution	993	1,091	909	(18)	(22)	—	975	1,069	909
UK Electricity System Operator	880	238	7	(498)	(1)	(2)	382	237	5
New England	643	708	743	(2)	424	21	641	1,132	764
New York	860	741	780	(498)	(200)	315	362	541	1,095
National Grid Ventures	469	490	286	89	467	(3)	558	957	283
Other	(60)	31	21	(57)	(81)	239	(117)	(50)	260
Total operating profit from continuing operations	5,462	4,294	3,813	(987)	585	558	4,475	4,879	4,371

Split by geographical area – continuing operations:
UK	3,923	2,825	2,234	(487)	26	224	3,436	2,851	2,458
US	1,539	1,469	1,579	(500)	559	334	1,039	2,028	1,913
Total operating profit from continuing operations	5,462	4,294	3,813	(987)	585	558	4,475	4,879	4,371


Depreciation, amortisation and impairment	2024	2023	2022
Depreciation, amortisation and impairment	£m	£m	£m
Operating segments:
UK Electricity Transmission	(521)	(484)	(508)
UK Electricity Distribution	(223)	(223)	(158)
UK Electricity System Operator	(61)	(101)	(83)
New England	(420)	(393)	(364)
New York	(658)	(620)	(537)
National Grid Ventures	(166)	(149)	(156)
Other	(12)	(14)	(24)
Total	(2,061)	(1,984)	(1,830)

Asset type:
Property, plant and equipment	(1,769)	(1,700)	(1,544)
Non-current intangible assets	(292)	(284)	(286)
Total	(2,061)	(1,984)	(1,830)


	2024	20231	20221
	£m	£m	£m
Operating segments:
UK Electricity Transmission	1,912	1,301	1,179
UK Electricity Distribution	1,247	1,220	899
UK Electricity System Operator	85	108	108
New England	1,673	1,527	1,478
New York	2,654	2,454	1,960
National Grid Ventures	662	970	989
Other	2	13	10
Total	8,235	7,593	6,623

Asset type:
Property, plant and equipment	7,124	6,783	5,622
Non-current intangible assets	481	578	471
Equity investments in joint ventures and associates2	332	197	461
Capital expenditure prepayments	298	35	69
Total	8,235	7,593	6,623


Revenue for the year ended 31 March 2024	UK Electricity Transmission £m	UK Electricity Distribution £m	UK Electricity System Operator £m	New England £m	New York £m	National Grid Ventures £m	Other £m	Total £m
Revenue under IFRS 15
Transmission1	2,591	—	(10)	73	493	869	—	4,016
Distribution	—	1,712	—	3,786	5,500	—	—	10,998
System Operator	—	—	3,763	—	—	—	—	3,763
Other2	25	73	—	8	15	168	4	293
Total IFRS 15 revenue	2,616	1,785	3,753	3,867	6,008	1,037	4	19,070
Other revenue
Generation	—	—	—	—	—	360	—	360
Other3	79	5	—	81	86	(65)	234	420
Total other revenue	79	5	—	81	86	295	234	780
Total revenue from continuing operations	2,695	1,790	3,753	3,948	6,094	1,332	238	19,850


Geographical split for the year ended 31 March 2024	UK Electricity Transmission £m	UK Electricity Distribution £m	UK Electricity System Operator £m	New England £m	New York £m	National Grid Ventures £m	Other £m	Total £m
Revenue under IFRS 15
UK	2,616	1,785	3,753	—	—	878	1	9,033
US	—	—	—	3,867	6,008	159	3	10,037
Total IFRS 15 revenue	2,616	1,785	3,753	3,867	6,008	1,037	4	19,070
Other revenue
UK	79	5	—	—	—	(76)	22	30
US	—	—	—	81	86	371	212	750
Total other revenue	79	5	—	81	86	295	234	780
Total revenue from continuing operations	2,695	1,790	3,753	3,948	6,094	1,332	238	19,850


Revenue for the year ended 31 March 2023	UK Electricity Transmission £m	UK Electricity Distribution £m	UK Electricity System Operator £m	New England £m	New York £m	National Grid Ventures £m	Other £m	Total £m
Revenue under IFRS 15
Transmission	1,868	—	126	52	567	791	—	3,404
Distribution	—	1,951	—	4,314	6,373	—	—	12,638
System Operator	—	—	4,533	—	—	—	—	4,533
Other1	31	77	—	8	13	131	—	260
Total IFRS 15 revenue	1,899	2,028	4,659	4,374	6,953	922	—	20,835
Other revenue
Generation	—	—	—	—	—	394	—	394
Other2	47	5	—	53	41	(33)	317	430
Total other revenue	47	5	—	53	41	361	317	824
Total revenue from continuing operations	1,946	2,033	4,659	4,427	6,994	1,283	317	21,659


Geographical split for the year ended 31 March 2023	UK Electricity Transmission £m	UK Electricity Distribution £m	UK Electricity System Operator £m	New England £m	New York £m	National Grid Ventures £m	Other £m	Total £m
Revenue under IFRS 15
UK	1,899	2,028	4,659	—	—	799	—	9,385
US	—	—	—	4,374	6,953	123	—	11,450
Total IFRS 15 revenue	1,899	2,028	4,659	4,374	6,953	922	—	20,835
Other revenue
UK	47	5	—	—	—	(31)	205	226
US	—	—	—	53	41	392	112	598
Total other revenue	47	5	—	53	41	361	317	824
Total revenue from continuing operations	1,946	2,033	4,659	4,427	6,994	1,283	317	21,659


Revenue for the year ended 31 March 2022	UK Electricity Transmission £m	UK Electricity Distribution £m	UK Electricity System Operator £m	New England £m	New York £m	National Grid Ventures £m	Other £m	Total £m
Revenue under IFRS 15
Transmission	1,983	—	—	52	405	627	—	3,067
Distribution	—	1,375	—	4,434	5,110	—	—	10,919
System Operator	—	—	3,418	—	—	—	—	3,418
Other¹	35	89	19	10	10	147	—	310
Total IFRS 15 revenue	2,018	1,464	3,437	4,496	5,525	774	—	17,714
Other revenue
Generation	—	—	—	—	—	373	—	373
Other2	10	4	—	54	36	(123)	381	362
Total other revenue	10	4	—	54	36	250	381	735
Total revenue from continuing operations	2,028	1,468	3,437	4,550	5,561	1,024	381	18,449


	31 March 2024	Monthly average 2024	31 March 2023	Monthly average 2023	31 March 2022	Monthly average 2022
UK	13,956	13,439	12,572	12,024	11,960	11,393
US	17,469	17,406	16,878	16,539	17,332	17,314
Total number of employees (continuing operations)	31,425	30,845	29,450	28,563	29,292	28,707


	Regulatory licences £m	Accelerated tax depreciation £m	Share- based payments £m	Pensions and other post- retirement benefits £m	Financial instruments £m	Other net temporary differences1 £m	Total £m
Deferred tax liabilities/(assets)
At 1 April 2022	429	7,710	(18)	775	(301)	(1,830)	6,765
Exchange adjustments and other2	—	357	(2)	8	8	(116)	255
Charged/(credited) to income statement	—	145	(2)	51	(71)	386	509
Charged/(credited) to other comprehensive income and equity	—	—	1	(344)	(6)	—	(349)
Disposals	—	1	—	—	—	—	1
At 1 April 2023 (as previously reported)	429	8,213	(21)	490	(370)	(1,560)	7,181
Impact of IAS 12 amendment3	—	29	—	—	—	(29)	—
At 1 April 2023 (as restated)	429	8,242	(21)	490	(370)	(1,589)	7,181
Exchange adjustments and other2	—	(132)	—	(1)		23	(110)
Charged/(credited) to income statement	—	720	(5)	26	38	(312)	467
(Credited)/charged to other comprehensive income and equity	—	—	—	(50)	57	—	7
Disposals	—	(2)	—	—		—	(2)
Reclassification to held for sale (note 10)	—	(12)	1	(4)	—	(9)	(24)
At 31 March 2024	429	8,816	(25)	461	(275)	(1,887)	7,519


	Earnings	EPS	Earnings	EPS	Earnings	EPS
	2024	2024	2023	2023	2022	2022
	£m	pence	£m	pence	£m	pence
Earnings from continuing operations	2,216	60.0	2,714	74.2	2,182	60.6
Earnings from discontinued operations	74	2.0	5,083	138.9	171	4.8
Total earnings	2,290	62.0	7,797	213.1	2,353	65.4

		2024		2023		2022
		millions		millions		millions
Weighted average number of ordinary shares – basic		3,692		3,659		3,599


	2024			2023
	Total assets held for sale £m	Total liabilities held for sale £m	Net assets held for sale £m	Total assets held for sale £m	Total liabilities held for sale £m	Net assets held for sale £m
UK Electricity System Operator	1,134	(1,427)	(293)	—	—	—
Investment in GasT TopCo Limited	689	—	689	1,443	—	1,443
FAA option	—	—	—	—	(109)	(109)
RAA option	—	(47)	(47)	—	—	—
Net assets held for sale	1,823	(1,474)	349	1,443	(109)	1,334


	£m
Intangible assets	405
Property, plant and equipment	113
Trade and other receivables	563
Pension asset	17
Cash and cash equivalents	30
Financing derivatives	6
Total assets	1,134
Borrowings	(13)
Other liabilities	(916)
Provision for UK electricity balancing costs	(498)
Total liabilities	(1,427)
Net liabilities	(293)


	Total £m
Net book value at 1 April 2022	9,532
Exchange adjustments	315
Net book value at 1 April 2023	9,847
Exchange adjustments	(118)
Net book value at 31 March 2024	9,729


	2024	2023
CGU or group of CGUs	£m	£m
Goodwill:
National Grid Ventures – US	188	163
New England	1,541	1,609
New York	3,279	3,354
UK Electricity Distribution1	4,721	4,721
Total goodwill	9,729	9,847

Indefinite-lived intangibles (regulatory licences related to UK Electricity Distribution):
West Midlands	518	518
East Midlands	519	519
South Wales	257	257
South West	420	420
Total indefinite-lived intangibles	1,714	1,714


	Regulatory licences £m	Software £m	Assets in the course of construction £m	Total £m
Cost at 1 April 2022	1,714	2,075	870	4,659
Exchange adjustments	—	79	32	111
Additions	—	34	544	578
Disposals	—	(17)	—	(17)
Reclassifications1	—	895	(885)	10
Cost at 1 April 2023	1,714	3,066	561	5,341
Exchange adjustments	—	(45)	(6)	(51)
Additions	—	17	464	481
Disposals	—	(23)	—	(23)
Reclassifications¹	—	598	(436)	162
Reclassification to held for sale (note 10)	—	(520)	(191)	(711)
Cost at 31 March 2024	1,714	3,093	392	5,199
Accumulated amortisation at 1 April 2022	—	(1,377)	(10)	(1,387)
Exchange adjustments	—	(51)	—	(51)
Amortisation charge for the year	—	(291)	—	(291)
Accumulated amortisation of disposals	—	15	—	15
Reclassifications¹	—	(23)	—	(23)
Accumulated amortisation at 1 April 2023	—	(1,727)	(10)	(1,737)
Exchange adjustments	—	23	—	23
Amortisation charge for the year	—	(301)	—	(301)
Accumulated amortisation of disposals	—	23	—	23
Reclassifications¹	—	(161)	—	(161)
Reclassification to held for sale (note 10)	—	385	—	385
Accumulated amortisation at 31 March 2024	—	(1,758)	(10)	(1,768)
Net book value at 31 March 2024²	1,714	1,335	382	3,431
Net book value at 31 March 2023	1,714	1,339	551	3,604


	Land and buildings £m	Plant and machinery £m	Assets in the course of construction £m	Motor vehicles and office equipment £m	Total £m
Cost at 1 April 2022	3,659	63,022	5,587	1,072	73,340
Exchange adjustments	126	2,073	156	50	2,405
Additions	158	1,196	5,345	154	6,853
Disposals	(163)	(331)	(4)	(156)	(654)
Adjustment for change in discount rate on decommissioning provisions (note 26)	—	(36)	(12)	—	(48)
Reclassifications1	286	3,841	(4,312)	102	(83)
Cost at 1 April 2023	4,066	69,765	6,760	1,222	81,813
Exchange adjustments	(49)	(841)	(67)	(19)	(976)
Additions	59	1,157	5,754	197	7,167
Disposals	(55)	(271)	(5)	(134)	(465)
Adjustment for change in discount rate on decommissioning provisions (note 26)	—	29	—	—	29
Reclassifications1	277	4,725	(5,389)	218	(169)
Reclassification to held for sale (note 10)	(88)	(13)	(31)	(134)	(266)
Cost at 31 March 2024	4,210	74,551	7,022	1,350	87,133
Accumulated depreciation at 1 April 2022	(773)	(14,441)	(60)	(534)	(15,808)
Exchange adjustments	(30)	(444)	—	(32)	(506)
Depreciation charge for the year²	(122)	(1,459)	(1)	(183)	(1,765)
Disposals	127	311	2	152	592
Reclassifications1	4	107	4	(8)	107
Accumulated depreciation at 1 April 2023	(794)	(15,926)	(55)	(605)	(17,380)
Exchange adjustments	10	177	—	12	199
Depreciation charge for the year²	(80)	(1,515)	(20)	(189)	(1,804)
Disposals	50	252	2	134	438
Reclassifications1	(3)	281	—	(112)	166
Reclassification to held for sale (note 10)	59	1	6	89	155
Accumulated depreciation at 31 March 2024	(758)	(16,730)	(67)	(671)	(18,226)
Net book value at 31 March 2024	3,452	57,821	6,955	679	68,907
Net book value at 31 March 2023	3,272	53,839	6,705	617	64,433


		Years
	UK	US	Weighted average remaining UEL
Freehold and leasehold buildings	up to 60	up to 100	38
Plant and machinery:
Electricity transmission plant and wires	up to 100	10 to 85	32
Electricity distribution plant	14 to 99	5 to 85	46
Electricity generation plant	n/a	10 to 93	10
Interconnector plant and other	5 to 70	5 to 37	31
Gas plant – mains, services and regulating equipment	n/a	25 to 95	53
Gas plant – storage	5 to 20	20 to 60	18
Gas plant – meters	n/a	14 to 45	24
Motor vehicles and office equipment	up to 50	up to 26	3


	Increase in depreciation expense for the year ended 31 March 2024		Increase in depreciation expense for the year ended 31 March 2023
	New York £m	New England £m	New York £m	New England £m
UELs limited to 2050	208	66	185	54
UELs limited to 2060	100	26	90	21
UELs limited to 2070	46	6	42	3


	2024	2023
	£m	£m
Included within net finance income and costs:
Interest expense on lease liabilities	(69)	(24)
Included within revenue:
Lease income1	384	409
Included within operating expenses:
Expense relating to short-term and low-value leases	(20)	(19)


	2024	2023
	£m	£m
Other receivables¹	458	496
Prepayments²	390	124
	848	620


	2024	2023
	£m	£m
Non-current
FVOCI debt and other investments	397	407
FVTPL investments	483	452
	880	859
Current
FVTPL investments	3,084	1,764
Financial assets at amortised cost	615	841
	3,699	2,605
	4,579	3,464
Financial and other investments include the following:
Investments in short-term money market funds	2,668	1,449
Investments held by National Grid Partners	375	346
Investments in Sunrun	108	106
Balances that are restricted or not readily used in operations:
Collateral1	496	764
Insurance company and non-qualified plan investments	578	490
Cash surrender value of life insurance policies	235	232
Other investments	119	77
	4,579	3,464


	2024			2023
	Associates £m	Joint ventures £m	Total £m	Associates £m	Joint ventures £m	Total £m
Share of net assets at 1 April	154	1,146	1,300	277	961	1,238
Exchange adjustments	(3)	(28)	(31)	20	52	72
Additions	13	319	332	40	157	197
Share of post-tax results for the year	9	28	37	9	162	171
Share of other comprehensive income of associates, net of tax	—	—	—	1	—	1
Dividends received	(15)	(152)	(167)	(30)	(152)	(182)
Disposals¹	(1)	—	(1)	(167)	—	(167)
Other movements²	1	(51)	(50)	4	(34)	(30)
Share of net assets at 31 March	158	1,262	1,420	154	1,146	1,300


Joint venture1	% stake
BritNed Development Limited	50%	BritNed is a joint venture with the Dutch transmission system operator, TenneT, and operates the subsea electricity interconnector between Great Britain and the Netherlands, commissioned in 2011.
Nemo Link Limited	50%	Nemo is a joint venture with the Belgian transmission operator, Elia, and is a subsea electricity interconnector between Great Britain and Belgium, which became operational on 31 January 2019.
Emerald Energy Venture, LLC	51%	Emerald is a joint venture with Washington State Investment Board which builds and operates wind and solar assets. Emerald was acquired on 11 July 2019.
Community Offshore Wind, LLC	27.3%	Community Offshore Wind is a joint venture with RWE Renewables. The joint venture owns six seabed leases in the northeastern US and is developing an offshore wind project which will play a key role in supplying clean energy to customers in New York.