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EXTRAORDINARY RESOLUTION
THAT this meeting of the holders of the outstanding U.S.$600,000,000 6.700 per cent. Notes due 16 March 2033 of the Issuer (the "Notes" and the "Issuer" respectively) having the benefit of the agency agreement dated 7 March 2023, as modified, supplemented and/or restated from time to time (the "Agency Agreement"), made between, inter alios, the Issuer and The Bank of New York Mellon, London Branch (the "Agent") as fiscal agent, hereby:
1. assents to the modification of the terms and conditions of the Notes as set out in Schedule 2 to the Agency Agreement (the "Conditions") to provide for the Issuer to have the option to redeem all, but not some only, of the Notes outstanding at any time at the Early Redemption Price (together with interest accrued on the relevant Notes) on giving not less than 3 and not more than 5 Business Days' notice to Noteholders in accordance with the Conditions, all as set out in the Amended and Restated Pricing Supplement;
2. agrees to waive any breach or alleged breach by the Issuer of its obligations in respect of the Notes or any act or omission which might otherwise constitute an event of default under the Notes;
3. sanctions every abrogation, modification or compromise of, or arrangement in respect of, the rights of the Noteholders appertaining to the Notes against the Issuer, whether or not such rights arise under the Agency Agreement, involved in or resulting from or to be effected by, the modifications referred to in paragraph 1 of this Extraordinary Resolution and their implementation;
4. authorises, directs, requests and empowers the Issuer and the Agent to:
(a) concur in the modifications referred to in paragraph 1 of this Extraordinary Resolution and, in order to give effect to and implement such modifications, on or shortly after the passing of this Extraordinary Resolution and the satisfaction of the condition in paragraph 6 below, execute an amended and restated pricing supplement (the "Amended and Restated Pricing Supplement") in the form of the draft produced to this meeting and signed by the chairman of the meeting for the purpose of identification, with such amendments (if any) as may be requested by the Issuer and approved by the Agent, in its sole and absolute discretion, or required by the Agent in accordance with the provisions of the Agency Agreement; and
(b) concur in, and execute and do all such other deeds, instruments, acts and things as may be necessary, desirable or expedient, in the sole and absolute discretion of the Issuer, to carry out and give effect to this Extraordinary Resolution and the implementation of the modifications referred to in paragraph 1 of this Extraordinary Resolution;
5. declares that the implementation of this Extraordinary Resolution shall be conditional on the acceptance for purchase by the Issuer of all of the Notes validly tendered in the Offer;
6. discharges and exonerates the Agent from any and all liability for which it may have become or may become responsible under the Agency Agreement or the Notes in respect of any act or omission in connection with this Extraordinary Resolution or its implementation;
7. acknowledges that the following terms, as used in this Extraordinary Resolution, shall have the meaning given below:
"Offer" means the invitation by the Issuer to Noteholders (subject to the offer restrictions set out in the Tender Offer and Consent Solicitation Memorandum) to tender Notes for purchase by the Issuer for cash.
"Tender Offer and Consent Solicitation Memorandum" means the tender offer and consent solicitation memorandum dated 1 July 2025 (as amended or supplemented) prepared by the Issuer.
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