pta20240626020
Public disclosure of inside information according to article 17 MAR

Novus Capital plc: Series 2022-56 - Restructuring

Dublin 2 (pta020/26.06.2024/13:50 UTC+2)

NOTICE TO THE HOLDERS OF THE

SERIES 2022-56 EUR 5,000,000 NOTES DUE 2055 (ISIN: XS2463498191) (THE "NOTES")

ISSUED BY NOVUS CAPITAL PLC (THE "ISSUER")

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS. THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE NOTES. IF APPLICABLE, ALL DEPOSITORIES, CUSTODIANS AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUIRED TO EXPEDITE TRANSMISSION HEREOF TO BENEFICIAL OWNERS OF THE NOTES IN A TIMELY MANNER. IF BENEFICIAL OWNERS OF THE NOTES ARE IN ANY DOUBT AS TO THE MATTERS REFERRED TO IN THIS NOTICE, THEY SHOULD CONSULT THEIR STOCKBROKER, LAWYER, ACCOUNTANT OR OTHER PROFESSIONAL ADVISER WITHOUT DELAY.

IF YOU HAVE RECENTLY SOLD OR OTHERWISE TRANSFERRED YOUR ENTIRE HOLDING(S) OF NOTES, YOU SHOULD IMMEDIATELY FORWARD THIS NOTICE TO THE PURCHASER OR TRANSFEREE OR TO THE STOCKBROKER, BANK OR OTHER AGENT THROUGH WHOM THE SALE OR TRANSFER WAS EFFECTED FOR TRANSMISSION TO THE PURCHASER OR TRANSFEREE.

We refer to the Deed (as defined below) and adopt the definitions set out therein.

Restructuring

Following receipt of the Noteholders' consent, the Issuer has entered into an amended and restated issue deed dated 26 June 2024 (the "Deed") amending certain terms and conditions of the Notes (the "Amendments"), a copy of which is scheduled to this Notice.

In summary, the principal effects of the Amendments include:

•

a change of Bond Collateral from OATei 0.10% bonds due 25 July 2053 issued by the Republic of France (ISIN: FR0014008181) to UKTi (inflation linked) 1.25% bonds due 22 November 2055 issued by the United Kingdom (ISIN: GB00B0CNHZ09);

•

an extension of the Maturity Date from 2053 to 2055;

•

an amendment of the Interest Rate, with effect from (and excluding) the Interest Payment Date scheduled to fall on 25 July 2024, from 1.78 per cent. per annum to 2.00 per cent. per annum;

•

an amendment of the annual Interest Payment Dates from 25 July of each year to 22 November of each year (following the Interest Payment Date on 25 July 2024); and

•

an amendment and restatement of the Swap Transaction relating to the Notes.

Contact details

10268566249-v6 - 2 - 66-41020692

For queries relating to the above please contact: novus@intertrustgroup.com

This Notice is issued by: Novus Capital plc on 26 June 2024.

10268566249-v6 - 3 - 66-41020692

SCHEDULE

416645760

Execution Version

Amended and Restated Issue Deed

Novus Capital plc

as Issuer

HSBC Corporate Trustee Company (UK) Limited

as Note Trustee and Security Trustee

HSBC Bank plc

As Principal Paying Agent and Custodian

Nomura International plc

as Permanent Arranger, Permanent Dealer, Acquisition and Disposal Agent, Calculation Agent, Counterparty and Vendor

relating to Series 2022-56 EUR 5,000,000 Notes repackaging UKTi due November 2055

Dated 13 April 2022, as amended and restated on 26 June 2024

Ashurst 416645760

Contents

1. Definitions and Common Provisions ................................................................................ 1

2. Obligations ........................................................................................................................ 4

3. Constitution of Charged Agreements ............................................................................... 6

4. Collateral assets sale agreement ..................................................................................... 7

5. Agency and Custody Agreements .................................................................................... 9

6. Issuance and Subscription ............................................................................................. 10

7. Set-off ............................................................................................................................. 10

8. Separate Agreements .................................................................................................... 10

9. Amendment and Modification of the provisions of the Notes ......................................... 11

10. Issuer Process Agent ..................................................................................................... 11

11. Sanctions ........................................................................................................................ 11

12. Governing Law and Jurisdiction ..................................................................................... 11

13. Electronic Execution ....................................................................................................... 12

Schedule

Conditions ....................................................................................................................... 13

Part 1 .............................................................................................................................. 14

Part A – Additional Conditions ........................................................................................ 14

Part B – Other Information ............................................................................................. 23

Part C - Overview of Collateral Assets and Swap Transaction ...................................... 30

Part 2 – Form of Amended and Restated Swap Confirmation ....................................... 32

Part 3 - Form of Amended and Restated CSA ............................................................... 38

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THIS AMENDED AND RESTATED ISSUE DEED is made on 13 April 2022, as amended and restated on 26 June 2024

BETWEEN:

(1) Novus Capital plc, a company incorporated under the laws of Ireland, having its registered office at 1-2 Victoria Buildings, Haddington Road, Dublin 4, Ireland, and registered under number 470980 (the Issuer);

(2) HSBC Corporate Trustee Company (UK) Limited as note trustee (the Note Trustee) and security trustee (the Security Trustee);

(3) HSBC Bank plc as custodian (the Custodian) and principal paying agent (the Principal Paying Agent); and

(4) Nomura International plc as permanent arranger (the Permanent Arranger), as permanent dealer (the Permanent Dealer), as the acquisition and disposal agent (the Acquisition and Disposal Agent), as calculation agent (the Calculation Agent), as counterparty (the Counterparty) and as vendor of the Collateral Assets (as defined in the Additional Conditions) (the Vendor).

RECITALS:

(A) This Issue Deed is entered into in relation to the Series 2022-56 EUR 5,000,000 Notes due July 2053 (to be extended to 2055) by the execution of this amended and restated deed) (the Notes and together with any further Tranches thereof, the Series) issued by the Issuer on the Issue Date.

(B) The Issuer, the Trustee (having received the consent of the relevant percentage of Noteholders and acting at the direction of such Noteholders), the Agents (as directed by the Issuer), the Custodian, the Permanent Arranger, the Permanent Dealer, the Counterparty and the Vendor, have agreed to enter into this Issue Deed in order to amend the terms and conditions of the Notes (comprising the base terms and conditions set out in the Base Prospectus as amended and/or supplemented by the terms and conditions set out in this Issue Deed (together, the Conditions)) as of the Restructuring Effective Date by (i) extending the Maturity Date from 2053 to 2055, (ii) replacing the Collateral Assets and (iii) amending the Interest Rate, all as more fully described below.

THE PARTIES AGREE AS FOLLOWS:

1. Definitions and Common Provisions This Issue Deed incorporates the Definitions and Common Provisions dated 11 July 2019 as amended by clause 1.1 and 1.3 of this Issue Deed. In particular, the provisions of clause 4 (Limited Recourse and Non-Petition) of the Definitions and Common Provisions shall prevail over any provision to the contrary in this Issue Deed. Additional Definitions

Schedule 1 of the Definitions and Common Provisions dated 11 July 2019 shall be updated to include the following additional definitions:

26 June

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Arrangement means:

(a) any transaction, action, course of action, course of conduct, scheme, plan or proposal;

(b) any agreement, arrangement, understanding, promise or undertaking, whether express or implied and whether or not enforceable or intended to be enforceable by legal proceedings; and

(c) any series of or combination of the circumstances referred to in paragraphs (a) and (b), whether entered into or arranged by one or two or more enterprises:

(i) whether acting in concert or not;

(ii) whether or not entered into or arranged wholly or partly outside Ireland; or

(iii) whether or not entered into or arranged as part of a larger arrangement or in conjunction with any other arrangement or arrangements,

but does not include arrangements made by the Government of Ireland with the government of any territory outside Ireland in relation to affording relief from double taxation and exchanging information in relation to tax as referred to in section 826 of the TCA.

Associated Enterprises means two Enterprises which together satisfy any of the following conditions:

(a) one Enterprise is, in respect of the other Enterprise, directly or indirectly, in possession of or beneficially entitled to:

(i) where the other Enterprise is an Entity having share capital, not less than 25 per cent of the issued share capital of the other Enterprise; or

(ii) where the other Enterprise is an Entity not having share capital, an interest of not less than 25 per cent of the ownership rights in the other Enterprise;

(b) one Enterprise is, in respect of the other Enterprise, directly or indirectly, entitled to exercise not less than 25 per cent of the voting power in the other Enterprise, where that other Enterprise is an Entity;

(c) one Enterprise (in this paragraph referred to as the 'first-mentioned Enterprise'), directly or indirectly, holds such rights as would:

(i) where the other Enterprise is a company, if the whole of the profits of that other Enterprise were distributed, entitle the first-mentioned Enterprise, directly or indirectly, to receive 25 per cent or more of the profits so distributed; or

(ii) where the other Enterprise is an Entity other than a company, if the share of the profits of that Entity to which the Enterprise is entitled, directly or indirectly, is 25 per cent or more;

(d) where there is another Enterprise in respect of which each of the two Enterprises are, in accordance with paragraph (a), (b) or (c), Associated Enterprises;

(e) where both Enterprises:

(i) are Entities; and

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(ii) are part of the same Consolidated Group for Financial Accounting Purposes;

(f) where both Enterprises:

(i) are Entities; and

(ii) would, if consolidated financial statements were prepared under international accounting standards, be part of the same Consolidated Group for Financial Accounting Purposes; or

(g) where one Enterprise has significant influence in the management of the other Enterprise.

For this purpose, "significant influence in the management of" in relation to an Entity, means the ability to participate, on the board of directors or equivalent governing body of the Entity, in the financial and operating policy decisions of that Entity, including where that power does not extend to control or joint control of that Entity.

Consolidated Group for Financial Accounting Purposes means a group consisting of:

(a) a Parent Entity and

(b) all other Entities, other than Non-Consolidating Entities,

which are included in the same consolidated financial statements.

Enterprise means an Entity or an individual.

Entity shall mean

(a) a person (other than an individual) that has legal personality under the laws of the territory in which it is established;

(b) an undertaking (other than an individual) or that has legal personality under the laws of the territory in which it is established;

(c) an agreement, trust or other Arrangement that in each case has legal personality under the laws of the territory in which it is established;

(d) an association of persons recognised under the laws of the territory in which it is established as having the capacity to perform legal acts; or

(e) any other legal arrangement of whatever nature or form, that is within the charge to any of the taxes covered by Part 35C of the TCA.

Hybrid Transfer means an Arrangement to transfer a financial instrument where the underlying return on that instrument is treated, for tax purposes, as derived by more than one of the parties to the Arrangement;

Mismatch Outcome means a mismatch outcome within the meaning of Part 35C of the TCA.

Non-Consolidating Entity shall mean an Entity which is valued, or would be so valued if consolidated financial statements were prepared under international accounting standards, in consolidated financial statements: (a) using fair value accounting (within the meaning of international accounting standards); or (b) on the basis that it is an asset

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held for sale or held for distribution (within the meaning of international accounting standards).

Parent Entity means an Entity that prepares, or would prepare, consolidated financial statements under generally accepted accounting practice.

Restructuring Effective Date means 26 June 2024.

Structured Arrangement means an Arrangement involving a transaction, or series of transactions, under which a Mismatch Outcome arises, where the Mismatch Outcome is priced into the terms of the Arrangement or the Arrangement was designed to give rise to a Mismatch Outcome.

TCA means the Taxes Consolidation Act, 1997 of Ireland. Amendments to Definitions

(a) The definition of "TARGET2 System" contained in the Definitions and Common Provisions dated 11 July 2019 shall be deleted in its entirety and replaced with the following (and any references in the Conditions to "TARGET2 System" shall be construed accordingly):

""T2 System" means the real time gross settlement system operated by the Eurosystem or any successor thereto."

(b) The definition of "Business Day" contained in the Definitions and Common Provisions dated 11 July 2019 shall be deleted in its entirety and replaced with the following:

""Business Day" means, in relation to each Series, a day on which commercial banks and foreign exchange markets are generally open to settle payments in each financial centre specified under "Business Day" in the Additional Conditions. If "T2" is specified it means a day on which the T2 System is open."

2. Obligations Trust Deed

By executing this Issue Deed, the Issuer and each Trustee enter into a Trust Deed on the terms of the Trust Terms dated 11 July 2019 as amended by clause 2.2 of this Issue Deed. Amendments to the Trust Terms dated 11 July 2019

An additional clause 6.3(q) (Undertakings to each Trustee) shall be included in the Trust Terms as follows:

(q) (in the case of an Irish Issuer):

(i) ensure that its place of central management and control is located in Ireland, including, without limitation, that all meetings of the directors of the Issuer take place in Ireland, that such meetings are held at regular intervals, that all major or policy decisions relating to the Issuer's business and activities are taken by its directors acting independently and that a majority of the directors of the Issuer will at all relevant times be resident in Ireland;

(ii) ensure that it carries on in Ireland the business of holding or managing or both the holding and the management of "qualifying assets" within the meaning of section 110 of the TCA and that apart from activities ancillary

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to its business of holding or managing or both holding and managing of such qualifying assets, the Issuer has not carried on, does not carry on and will not carry on any other activities;

(iii) ensure that the market value of "qualifying assets" within the meaning of Section 110 of the TCA held or managed by the Issuer was not less than €10,000,000 on the day on which the qualifying assets were first acquired by the Issuer;

(iv) ensure it enters into all transactions carried on by or with it, other than those transactions to which section 110(4) of the TCA applies, on arm's length terms and at market rates;

(v) notify the Revenue Commissioners in the prescribed form and within the prescribed timeframe that it is a qualifying company within the meaning of section 110 of the TCA and supply to the Revenue Commissioners such other particulars relating to it as may be specified on the prescribed form;

(vi) not enter into a Hybrid Transfer where it is reasonable to consider that the purpose of the Hybrid Transfer is to secure relief for more than one party to the Hybrid Transfer in respect of an amount of tax withheld at source;

(vii) not enter into a transaction or series of transactions where it is reasonable to consider that a payment by the Issuer to a payee outside the European Union in connection with that transaction or series of transactions, as the case may be, would directly or indirectly fund a Mismatch Outcome which arises between a head office of an entity and the permanent establishment of that entity or between two or more permanent establishments of an entity or between Associated Enterprises;

(viii) not enter into a Structured Arrangement whereby it has shared in the value of a tax benefit which arises under a Structured Arrangement where the Structured Arrangement was designed to give rise to that tax benefit or that tax benefit has been priced into the terms of the Structured Arrangement;

(ix) not enter into any arrangement or transaction with the sole or main purpose of avoiding a liability to tax or giving rise to a tax advantage as defined in section 811C of the TCA or which may be disclosable by any party pursuant to Chapter 3 of Part 33 of the TCA;

(x) not be resident for tax purposes, nor have a permanent establishment, in any jurisdiction other than Ireland;

(xi) not to be included in the same consolidated financial statements as any other person under International Accounting Standards ("IAS") or Irish GAAP (nor would be included in the same consolidated financial statements if consolidated financial statements were prepared under IAS), except where the Issuer or that other person is an entity which is valued (or would be so valued if consolidated financial statements were prepared under IAS) in consolidated financial statements (i) using fair value accounting (within the meaning of IAS), or (ii) on the basis that it is an asset held for sale or held for distribution (within the meaning of IAS);

(xii) not prepare any consolidated financial accounts which include any other entity; and

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(xiii) not be engaged in a "specified property business" within the meaning of section 110 of the TCA. Conditions

The Notes are issued and constituted by this Issue Deed on and subject to the Conditions of the Notes as amended or supplemented by the Additional Conditions in the form set out at Part A (Additional Conditions) of Part 1 of the Schedule to this Issue Deed. Notice and acknowledgement of Security

The Security Trustee hereby gives notice and the other parties to this Issue Deed acknowledge that they have notice of the Security constituted by the Trust Deed. Priority of Payments

The priority of payments in respect of the Series is Counterparty Priority. Establishment

By executing this Issue Deed, the Issuer represents and warrants that it has not registered an establishment in the United Kingdom at the Registrar of Companies whether under its name of incorporation or any other name.

3. Constitution of Charged Agreements Derivative Agreement

By executing this Issue Deed, the Issuer and Nomura International plc as the relevant Counterparty enter into a Derivative Agreement in relation to the Series comprising:

(a) a 2002 ISDA Master Agreement and Schedule on the terms of the Derivatives Terms dated 11 July 2019 (as amended by clause 3.2 below and the Amended and Restated Swap Confirmation (as defined in the Additional Conditions));

(b) a confirmation in the form set out at Part 2 (Form of Amended and Restated Swap Confirmation) of the Schedule to this Issue Deed; and

(c) an ISDA Credit Support Annex (English law – transfer) in the form set out in Part 3 (Form of Amended and Restated CSA) of the Schedule to this Issue Deed. Amendments to the Derivatives Terms dated 11 July 2019

(a) Part 4(h) (Governing Law) shall be deemed to be deleted and replaced with the following:

(i) Governing Law. Section 13(a) is hereby replaced with the following:

"(a) Governing Law. This Agreement, any non-contractual obligations arising out of or in relation to this Agreement and each Transaction entered into hereunder will be governed by, and construed and enforced in accordance with English law.".

(ii) Jurisdiction. Section 13(b)(i)(1) is hereby amended as follows:

In the second line of this clause, insert, after the word "Agreement" the following:

"and each Transaction entered into hereunder including, without limitation, disputes relating to any non-contractual obligations arising out

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of or in connection with this Agreement and each Transaction entered into hereunder.".

(b) A new paragraph 5(h) will be inserted as follows:

"(h) Notices

Section 12(a) shall be amended by deleting the words (except that a notice or other communication under Section 5 or 6 may not be given by electronic messaging system or email)" from the second and third lines thereof and replacing them with the words "(except that a notice or other communication under Section 5 or 6 must be in writing and delivered in person or by courier).".

4. Collateral assets sale agreement Original Bond Collateral

(a) On the Issue Date the Issuer purchased from the Vendor at a price of EUR 5,000,000 (the Original Collateral Assets Purchase Price) the original Bond Collateral (the Original Bond Collateral) on the Collateral Assets Sale Terms. Such purchase was completed on the basis that the Issuer's obligation to pay the Original Collateral Assets Purchase Price was subject to clause 7 (Set-off) of this Issue Deed and the Vendor's obligation to deliver the Bond Collateral to the Issuer was settled on a delivery free of payment basis.

(b) The terms and conditions of the Original Bond Collateral are summarised as follows:

Issuer:

Republic of France

Description of Issuer:

Sovereign

Address:

Agence France Trésor (AFT)

Ministère de l'Économie et des Finances

139, rue de Bercy

75572 Paris Cedex 12

France

Status:

Unsecured

ISIN:

FR0014008181

Maturity Date:

25 July 2053

Principal Amount/ Bond Collateral Nominal Amount:

EUR 5,000,000

Redemption Amount:

Principal Amount multiplied by the inflation rate (as specified in the terms and conditions of the Bond Collateral), but not less than the Principal Amount/Bond Collateral Nominal Amount.

Interest Rate:

0.10 per cent. per annum multiplied by the inflation rate (as specified in the terms and conditions of the Bond Collateral).

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Interest Payment Dates:

Interest amount shall be paid annually on 25 July of each year.

Governing Law:

French law

Listing and trading:

Frankfurt Stock Exchange, Gettex, Börse München, Börse Stuttgart, MTS France and Euronext Paris.

(c) By executing this Issue Deed, the Issuer hereby agrees to sell and the Vendor hereby agrees to purchase from the Issuer at a price of EUR 4,719,253.35 on the Restructuring Effective Date, the Original Bond Collateral. By executing this Issue Deed, the Custodian, on behalf of the Issuer, hereby agrees to transfer to the Vendor, on a delivery versus payment basis to Euroclear account number 90997, the Original Bond Collateral on the Restructuring Effective Date.

(d) As of the Restructuring Effective Date, (i) the Original Bond Collateral shall no longer form part of the Bond Collateral and (ii) the Security Trustee hereby, without recourse, representation or warranty, unconditionally and irrevocably releases, reassigns, re-conveys and discharges the Original Bond Collateral from the Security created by the Trust Deed. Bond Collateral

(a) By executing this Issue Deed, the Vendor with full title guarantee hereby agrees to sell and the Issuer hereby agrees to purchase from the Vendor at a price of GBP 8,465,249.51 (the Collateral Assets Purchase Price) on the Restructuring Effective Date (the Sale Date), the Bond Collateral on the Collateral Assets Sale Terms.

(b) By executing this Issue Deed, the Vendor hereby agrees to transfer to the Custodian the new Bond Collateral to account number 486091 on the Restructuring Effective Date.

Description of Issuer:

Sovereign

Address:

HM Treasury. 1 Horse Guards Road London SW1A 2HQ United Kingdom

Status:

Unsecured

ISIN:

GB00B0CNHZ09

Maturity Date:

22 November 2055

Principal Amount/ Bond Collateral Nominal Amount:

GBP 4,255,000

Redemption Amount:

Principal Amount multiplied by the inflation rate (as specified in the terms and conditions of the Bond Collateral), but not less than the Principal Amount / Bond Collateral Nominal Amount

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Issuer: United Kingdom

Interest Rate:

1.25 per cent. per annum multiplied by the inflation rate (as specified in the terms and conditions of the Bond Collateral)

Interest Payment Dates:

Interest amount shall be paid annually.

Governing Law:

English law

Listing and trading:

London Stock Exchange; Börse Berlin; Euronext Amsterdam; EuroTLX; Frankfurt Stock Exchange; Stuttgart Stock Exchange.

(d) Following receipt of the Original Bond Collateral on the Restructuring Effective Date, the Vendor's obligation to deliver the new Bond Collateral to the Issuer shall be settled upon delivery of the new Bond Collateral and the Issuer shall pay the Collateral Assets Purchase Price in respect of the new Bond Collateral to the Vendor.

(e) The Issuer hereby grants security over such new Bond Collateral in accordance with clause 5 (Security) of the Trust Terms.

(f) Clause 3.6 (No Obligation to Deliver if Collateral Assets Purchase Price Not Received) and clause 3.7 (Issuer's Obligations Conditional on Receipt of Net Proceeds of Issue of Obligations) of the Collateral Assets Sale Terms will not apply and will be deleted in their entirety.

(g) Any references to the Collateral Assets in the Collateral Assets Sale Terms shall be deemed to be references to the Bond Collateral.

5. Agency and Custody Agreements Agency Agreement

(a) By executing this Issue Deed, the Issuer, the Note Trustee and each Agent enter into an Agency Agreement on the terms of the Agency Terms dated 11 July 2019, as amended in accordance with clause 5.1(b) of the Issue Deed below.

(b) Clause 15.2 (Notification of Redemption) of the Agency Agreement shall be amended by deleting the words "(other than an Event of Default)". Custody Agreement

(a) By executing this Issue Deed, the Issuer, the Security Trustee and the Custodian enter into a Custody Agreement on the terms of the Custody Terms dated 11 July 2019.

(b) The account details of the Custody Cash Account and the Custody Securities Account are as follows:

(i) Custody Cash Account (EUR): Account Number 89522058 (IBAN: GB97MIDL40051589522058)

(ii) Custody Cash Account (GBP): Account Number 92239222; and

(iii) Custody Securities Account: Account Number 486091.

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6. Issuance and Subscription Agreement to Issue and Subscribe

(a) On the Issue Date, and subject to clause 6.1(b) below, the Issuer confirmed to the Permanent Dealer its agreement to issue the Notes and the Permanent Dealer confirmed to the Issuer its agreement to subscribe for all of the Notes, in each case on the terms of the Programme Agreement dated 26 June 2009 (as most recently amended and restated on 11 July 2019) (the Programme Agreement).

(b) For the purpose of this Issue Deed and the issue of the Notes, section 1.7(c) of Schedule 1 of the Programme Agreement shall be deemed to be modified as follows:

"(c) otherwise than in conformity with the provisions of (i) the Companies Act 2014 of Ireland, as amended, (ii) the Prospectus Regulation (EU) 2017/1129, as amended, and any delegated or implementing acts adopted thereunder, the European Union (Prospectus) Regulations 2019 of Ireland, as amended and any other Irish prospectus law as defined in the Companies Act 2014 of Ireland, as amended, the Central Bank (Investment Market Conduct) Rules 2019 of Ireland, as amended, and any other rules made or guidelines issued under Section 1363 of the Companies Act 2014 of Ireland, as amended, by the Central Bank of Ireland, (iii) the Central Bank Acts 1942 to 2018 of Ireland, as amended, and any codes of conduct or practice made under Section 117(1) of the Central Bank Act 1989 of Ireland, as amended, or any regulations issued pursuant to Part 8 of the Central Bank (Supervision and Enforcement) Act 2013 of Ireland, as amended, and (iv) every other enactment, regulation, rules and guidance that are to be read together with any of the foregoing Acts." Permanent Dealer and Issuer Accounts

On or around the Issue Date, the Permanent Dealer's account to which the Notes were credited by the Issuer free of payment was Euroclear account number 90997. Issuer Instruction

On or around the Issue Date, the Issuer instructed the Principal Paying Agent to authenticate and issue a Temporary Global Note in bearer form and a Permanent Global Note in bearer form for the Notes, and to deposit such Temporary Global Note in bearer form and a Permanent Global Note in bearer form with the applicable common depositary safekeeper with instructions to lodge the same with Euroclear Bank SA/NV and to credit (free of payment) the Permanent Dealer's account specified above with the entire principal amount of the Notes.

7. Set-off

On or around the Issue Date, the Issuer's obligation under the Collateral Assets Sale Agreement to pay the Original Collateral Assets Purchase Price in respect of the Original Bond Collateral was set off against the Permanent Dealer's obligation to pay the Issuer the issue price of the Notes.

8. Separate Agreements Each agreement or deed entered into as a result of the execution of this Issue Deed:

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(a) is an agreement or deed between the parties thereto but only in respect of the agreements and deeds to which such person in respect of such capacity is stated to be a party in the provisions above; and

(b) is capable of variation as between such parties in accordance with the terms thereof. Any such variation of an agreement or deed entered into by executing this Issue Deed shall only require the approval of the parties thereto and subject to the provisions of the agreements and deeds constituted hereby, no other party need approve or execute such variation.

9. Amendment and Modification of the provisions of the Notes

On the Issue Date, the parties hereto agreed that the Issuer may amend the terms of the Notes, including without limitation, Part A (Additional Conditions) and/or Part B (Other Information) of Part 1 of the Schedule hereto for the purposes of applying to the Vienna Stock Exchange for the Notes to be admitted to listing and trading on its multilateral trading facility. As at the Restructuring Effective Date, the Notes remain listed on the Vienna MTF.

10. Issuer Process Agent

Upon request by Nomura International plc (Nomura) (which may be made by telephone or in writing), the Issuer shall immediately appoint an agent for the service of legal proceedings on its behalf with an office in London, United Kingdom. If the Issuer fails to appoint such an agent within three London business days of Nomura's request thereof, then Nomura shall be entitled to appoint such an agent on the Issuer's behalf, in the Issuer's name and at the Issuer's expense. Nomura shall notify the Issuer forthwith of the appointment of any such agent.

11. Sanctions

Notwithstanding anything else contained herein, the Issuer, Note Trustee, Security Trustee, Custodian, Acquisition and Disposal Agent, Calculation Agent, Counterparty and Principal Paying Agent may refrain, without liability, from doing anything that would or might in its reasonable opinion be contrary to any Sanctions or any laws of any state or jurisdiction (including but not limited to the United States of America, or any jurisdiction forming a part of it, the European Union (or the governments of its Member States) and England & Wales) or any directive, executive order or regulation of any agency of any such state or jurisdiction and may without liability do anything which is, in its reasonable opinion, necessary to comply with any such Sanctions, law, executive order, directive or regulation.

12. Governing Law and Jurisdiction This Issue Deed, and any agreement entered into upon, and constituted by, execution of this Issue Deed (and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to this Issue Deed or any such agreement or this Issue Deed's or such agreements' formation) and all non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law. The courts of England are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Issue Deed and accordingly any suit, action or proceedings (together referred to as Proceedings) arising out of or in connection with this Issue Deed may be brought in such courts. The Issuer irrevocably submits to

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the jurisdiction of such courts and waives 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.

13. Electronic Execution

For the avoidance of doubt, each party agrees that this Issue Deed may be signed by any other party by electronic signature (provided that the form of the electronic signature is valid under English law) and that this method of signature is as conclusive of such party's intention to be bound by this Issue Deed as if signed by such party's manuscript signature.

IN WITNESS whereof this deed has been duly executed and delivered as a deed on the day and year first before written.

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Schedule 1

Conditions

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Part 1

Part A – Additional Conditions

Terms used herein but not defined herein shall be deemed to have the meaning given thereto in the base Conditions set forth in the Base Prospectus dated 11 July 2019 (the Conditions). This document constitutes the Additional Conditions of the Notes described herein and must be read in conjunction with such Base Prospectus. Full information on the Issuer and the issue of the Notes is only available on the basis of the combination of these Additional Conditions and the Base Prospectus. The Base Prospectus is available for viewing on the website of Euronext Dublin at https://ise-prodnr-eu-west-1-data-integration.s3-eu-west-1.amazonaws.com/legacy/Base+Prospectus_8e5195f9-8cc3-44f1-ac19-a7eb68e7d5b4.pdf or during normal business hours at 1-2 Victoria Buildings, Haddington Road, Dublin 4.

The Issue Price specified below may be more than the market value of the Notes as at the Issue Date, and the price, if any, at which Nomura International plc or any other person is willing to purchase the Notes in secondary market transactions is likely to be lower than the Issue Price. In particular, the Issue Price may take into account amounts with respect to commissions relating to the issue and sale of the Notes as well as amounts relating to the hedging of the Issuer's obligations under the Notes, and secondary market prices are likely to exclude such amounts. In addition, whilst the proprietary pricing models of Nomura International plc are based on well recognised financial principles, other market participants' pricing models may differ or produce a different result.

If any commissions or fees relating to the issue and sale of the Notes have been paid or are payable by the Dealer to an intermediary, then such intermediary may be obliged fully to disclose to its clients the existence, nature and amount of any such commissions or fees (including, if applicable, by way of discount) as required in accordance with laws and regulations applicable to such intermediary, including any legislation, regulation and/or rule implementing the Markets in Financial Instruments Directive (2004/39/EC, as amended, varied or replaced from time to time including through the implementation of MiFID II, or as otherwise may apply in any non-EEA jurisdictions. Potential investors in these Notes intending to purchase Notes through an intermediary (including by way of introducing broker) should request details of any such commission or fee payment from such intermediary before making any purchase hereof.

Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook (COBS), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the EUWA) (UK MiFIR); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any distributor should take into consideration the manufacturers' target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the UK MiFIR Product Governance Rules) is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.

The Notes are not intended to be offered, sold or otherwise made available to and, with effect from such date, should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (EEA) or the United Kingdom (UK). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II or a "retail client", as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the EUWA; (ii) a customer within the meaning of Directive (EU) 2016/97 (the Insurance Distribution Directive) or within the meaning

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of the provisions of the Financial Services and Markets Act 2000 as amended by Financial Services and Markets Act 2023 (Consequential Amendments) Regulations 2023 (together, FSMA) and any rules or regulations made under FSMA to implement the Insurance Distribution Directive, in each case, where that customer would not qualify as a professional client as defined in, respectively, point (10) of Article 4(1) of MiFID II and point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 of the European Parliament and of the Council (the Prospectus Regulation) or Article 2 of the Prospectus Regulation as it forms part of domestic law by virtue of the EUWA (the UK Prospectus Regulation). Consequently, no key information document required by Regulation (EU) No 1286/2014 (the PRIIPs Regulation) or the PRIIPs Regulation as it forms part of domestic law by virtue of the EUWA (the UK PRIIPs Regulation) for offering or selling the Notes or otherwise making them available to retail investors in the EEA or the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA or the UK may be unlawful under the PRIIPs Regulation or the UK PRIIPs Regulation. 1. Issuer: Novus Capital plc

(i) Series Number:

2022-56

(ii) Tranche:

Currency:

Euro (EUR)

Principal Amount:

(i) Series:

EUR 5,000,000

(ii) Tranche:

EUR 5,000,000

Issue Price:

100 per cent.

Specified Denominations:

EUR 100,000

Integral Multiple:

Not Applicable

(i) Issue Date:

13 April 2022

(ii) Interest Commencement Date:

Issue Date

(iii) Restructuring Effective Date

26 June 2024

Maturity Date:

22 November 2055 (the Scheduled Maturity Date), subject to adjustment in accordance with the Business Day Convention.

10.

Business Day:

London and TARGET2

11.

Business Day Convention:

Following

12.

Interest Basis:

Fixed Rate.

13.

Redemption Basis:

As described in paragraph 22 (Redemption Amount) below

14.

Change of Interest or Redemption Basis:

Not Applicable

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15.

Investor Put Option/Issuer Call Options:

Not Applicable

16.

Date on which Board approval for issuance of Notes obtained:

11 April 2022

Provisions relating to Interest (if any) payable

17.

Fixed Rate Obligations:

Applicable, subject to the occurrence of a Mandatory Redemption Event, a Tax Event (as defined below) or an Event of Default.

(i) Interest Rate:

In respect of each Interest Period:

(a) from (and including) the Issue Date to (and including) the Interest Payment Date scheduled to fall on 25 July 2024: 1.78 per cent. per annum; and

(b) from (and excluding) the Interest Payment Date scheduled to fall on 25 July 2024 to (and including) the Scheduled Maturity Date: 2.00 per cent. per annum

(ii) Interest Period:

In respect of the first Interest Payment Date, the period from (and including) the Interest Commencement Date to (but excluding) such Interest Payment Date, and with respect to any other Interest Payment Date, the period from (and including) the immediately preceding Interest Payment Date to (but excluding) such Interest Payment Date. Each Interest Period shall not be subject to adjustment.

(iii) Interest Payment Date:

The Interest Payment Dates shall fall:

(a) annually on 25 July of each year, from, and including, 25 July 2022 to, and including, 25 July 2024; and

(b) thereafter, annually on 22 November of each year, from, and including, 22 November 2024 to, and including, the Scheduled Maturity Date,

subject to Condition 5 (Mandatory and Optional Early Redemption) and Condition 6 (Events of Default and Acceleration).

Each such date is subject to adjustment in accordance with the Business Day Convention.

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(iv) Interest Amount:

As specified in Condition 3.5 (Interest Amount)

(i) Day Count Fraction:

30/360

(ii) Determination Date:

Not Applicable

(iii) Other items relating to the method of calculating interest for Fixed Rate Obligations:

Not Applicable

18.

Floating Rate Obligations:

Not Applicable

19.

Zero Coupon Notes:

Not Applicable

20.

Indexed Obligations:

Not Applicable

21.

Structured Rate Obligations:

Not Applicable

Redemption

22.

Redemption Amount:

Subject to the occurrence of a Mandatory Redemption Event, a Tax Event or an Event of Default, an amount in EUR in respect of each Note equal to its pro rata share of the outstanding Principal Amount of the Series.

Where:

Tax Event means the occurrence of an event pursuant to Condition 5.2 (Tax Event).

23.

Instalment Obligations:

Not Applicable

24.

Early Redemption Amount:

(i) Early Redemption Amount:

In respect of each Note, an amount as determined by the Calculation Agent, in its sole and absolute discretion, payable on the Early Redemption Date equal to such Note's pro rata share of the lesser of:

(a)

an amount equal to the Principal Amount of the Series minus the Unwind Amount; and

(b) the amount which would be available for distribution in respect of the Series after payment of all prior ranking amounts if the Priority of Payments were to apply,

subject to a minimum of zero.

Where:

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Early Redemption Date means the date for early redemption of the Notes designated as such by the Issuer or the Principal Paying Agent on its behalf, as the case may be, following the occurrence of a Mandatory Redemption Event, a Tax Event or an Event of Default, or the relevant date for any other early redemption of the Notes (if any).

Unwind Amount means an amount in cash or Collateral Assets, as determined by the Calculation Agent (in its sole and absolute discretion), with a market value equal to an amount, as determined by the Calculation Agent, equal to the sum of (without duplication) all costs, expenses (including loss of funding), tax and duties incurred or likely to be incurred (in the sole discretion of the Calculation Agent) by the Issuer, the Note Trustee, the Security Trustee and/or the Counterparty, as applicable, in connection with such early redemption, and/or the related termination, settlement or re-establishment of any related hedging and/or financing agreements and/or related trading position, including but not limited to:

(A) the aggregate of any costs and expenses, incurred or likely to be incurred (in the sole discretion of the Calculation Agent) in connection with the realisation of any Collateral Assets; plus

(B) if applicable and without double counting, any gains or losses made or incurred or likely to be incurred (as determined by the Acquisition and Disposal Agent in a commercially reasonable manner) as a result of the difference between the Principal Amount of the Series and proceeds of the liquidation of the Collateral Assets; plus

the Early Termination Amount (as defined in the Derivative Agreement, where a negative amount represents an amount owing to the Issuer by the Counterparty and a positive amount represents an

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amount owing to the Counterparty by the Issuer).

25.

Redemption for taxation reasons permitted on days other than Interest Payment Dates:

Yes

26.

Issuer Call Option:

Not Applicable

27.

Investor Put Option:

Not Applicable

28.

Premium Amount:

Not Applicable

Security for the Obligations

29.

Charged Assets:

(i) Collateral Assets:

Each of (a) the Bond Collateral set out in the "Bond Collateral" section of Part C (Overview of Collateral Assets and Swap Transaction) of these Additional Conditions and (b) any Credit Support Balance transferred to the Issuer pursuant to the Amended and Restated Credit Support Annex.

(ii) Derivative Agreement:

A 2002 ISDA Master Agreement and Schedule thereto (in the form set out in the Derivatives Master Terms dated 11 July 2019) between the Issuer and the Counterparty dated as of the Issue Date and an ISDA Credit Support Annex (English Law transfer) in the form set out in Part E (Paragraph 11 of the Amended and Restated Credit Support Annex) hereto (the Amended and Restated CSA or Amended and Restated Credit Support Annex) as supplemented by a confirmation in the form set out in Part D (Form of Amended and Restated Swap Confirmation) hereto (the Amended and Restated Swap Confirmation) confirming the terms of a swap transaction (the Swap Transaction).

Counterparty:

Nomura International plc of 1 Angel Lane, London, EC4R 3AB

Counterparty Substitution Option:

Nomura International plc may, in its sole discretion, elect to substitute itself with an Affiliate of Nomura International plc as Counterparty (the Substitute Counterparty) in respect of the Notes (the Counterparty Substitution Option) without any requirement to obtain the consent of either Trustee or Noteholders, upon giving notice to the Issuer and each

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of the Transaction Counterparties. Following a valid exercise of the Counterparty Substitution Option, the Issuer and the Counterparty shall use their reasonable endeavours to take such action and execute (and procure the execution by the Substitute Counterparty of) all documentation as may be required to give effect to the proposed substitution. Any modification to the Conditions, the Derivative Agreement and any other applicable Issue Document arising from the exercise of the Counterparty Substitution Option will be binding on Noteholders and will be notified to them by or on behalf of the Issuer in accordance with Condition 9 (Notices).

(iii) Repurchase Agreement (if applicable):

Not Applicable

Counterparty:

Not Applicable

(iv) Deposit Agreement (if applicable):

Not Applicable

Counterparty:

Not Applicable

(v) Securities Lending Agreement (if applicable):

Not Applicable

Counterparty:

Not Applicable

(vi) Priority of Payments:

The Security Trustee shall apply all moneys received by it under the trust constituted by the Trust Terms and the Issue Deed in connection with the realisation or enforcement of the security constituted by or pursuant to the trust constituted by the Trust Deed in accordance with:

Counterparty Priority

30.

Form of Obligations:

Bearer Notes

31.

New Global Note:

32.

Clearing System (if applicable):

Euroclear Bank SA/NV

33.

Exchange:

(i) Obligations to be represented on issue by:

Temporary Global Note

(ii) Applicable TEFRA exemption:

D Rules

(iii) Temporary Global Note exchangeable for Permanent Global/Definitive Bearer/Registered Notes:

Yes, exchangeable for a Permanent Global Note as specified in the relevant Temporary Global Note

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(iv) Permanent Global Note exchangeable for Definitive Bearer/ Registered Notes:

Permanent Global Note exchangeable into definitive Bearer Notes in certain limited circumstances as specified in the relevant Permanent Global Note

34.

Talons for future Coupons to be attached to Definitive Notes:

35.

Unmatured Coupons to become void upon early redemption:

Not Applicable

36.

Details of any other additions or variations to the Conditions:

The Issuer may amend the terms of the Notes, including without limitation, Part A (Additional Conditions) and/or Part B (Other Information) as and to the extent necessary for the purposes of applying to have the Notes admitted to listing and trading on the Vienna MTF, without the consent of the Note Trustee or the holders of the Notes.

37.

Record Date:

Not Applicable

Distribution

38.

Syndicated Issue:

Not Applicable

39.

Non-syndicated Issue name and address of Dealer:

Nomura International plc 1 Angel Lane London EC4R 3AB

40.

Dealer's commission (if applicable):

None

41.

Details of any additions or variations to the Programme Agreement:

The selling restrictions in Schedule 1 (Selling Restrictions) of the Programme Agreement shall be amended in accordance with paragraph 7 (Variation of Selling Restrictions) below of Part B (Other Information) below

42.

Non-exempt Offer:

Not Applicable

43.

Details of any additions or variations to the selling restrictions:

See paragraph 7 (Variation of Selling Restrictions) of Part B (Other Information) below

44.

Principal Paying Agent:

HSBC Bank plc 8 Canada Square London E14 5HQ United Kingdom

45.

Calculation Agent:

Nomura International plc 1 Angel Lane London EC4R 3AB

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46.

Acquisition and Disposal Agent:

Nomura International plc 1 Angel Lane London EC4R 3AB

47.

Registrar:

Not Applicable

48.

Transfer Agents:

Not Applicable

49.

Paying Agents:

Principal Paying Agent:

HSBC Bank plc 8 Canada Square London E14 5HQ United Kingdom

50.

Custodian:

HSBC Bank plc 8 Canada Square London E14 5HQ United Kingdom

51.

Note Trustee and Security Trustee:

HSBC Corporate Trustee Company (UK) Limited 8 Canada Square London E14 5HQ United Kingdom

Reproduced Information

Information with respect to the Bond Collateral has been extracted from www.bloomberg.com. The Issuer confirms that the information has been accurately reproduced and that as far as the Issuer is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading.

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Part B – Other Information 1. Listing

(i) Listing and admission to listing:

Application was made by the Issuer (or on its behalf) to have the Notes admitted to listing and trading on the Vienna MTF (a multilateral trading facility operated by Wiener Börse AG).

(ii) Estimate of total expenses related to admission to trading:

Approximately EUR 2,500 (excluding VAT).

Ratings

Rating Agency:

The Notes have not been and will not be rated.

Interests of Natural and Legal Persons Involved in the Issue/Offer

Other than as discussed in "Subscription and Sale" in the Base Prospectus, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.

Use of Proceeds

On the Issue Date, the net proceeds of the issue amounted to EUR 5,000,000 and was used by the Issuer to purchase the Original Bond Collateral which formed part of the Charged Assets.

Operational Information

ISIN Code:

XS2463498191

Common Code:

246349819

CUSIP Number:

Not Applicable

Any clearing system(s) other than Euroclear Bank SA/NV Clearstream Banking, S.A. and the relevant identification number(s):

Not Applicable

Delivery:

Delivery free of payment

Names and addresses of initial Paying Agent(s):

HSBC Bank plc

8 Canada Square

London E14 5HQ

United Kingdom

Names and addresses of additional Paying Agent(s) (if any):

Not Applicable

Intended to be held in a manner which would allow Eurosystem eligibility:

No. Whilst the designation is specified as no as at the Issue Date, should the Eurosystem eligibility criteria be amended

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in the future such that the Notes are capable of meeting them the Notes may then be deposited with one of the ICSDs as common safekeeper. Note that this does not necessarily mean that the Notes will then be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem at any time during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met.

Supplementary Information

Not Applicable.

Variation of Selling Restrictions

The following sections shall replace the corresponding sections set out on pages 128 to 129 of the Base Prospectus titled Public offer selling restriction under the Prospectus Directive" and "Selling restriction regarding sales to EEA Retail Investors":

"Public offer selling restriction under the Prospectus Regulation and the UK Prospectus Regulation

In relation to (i) each Member State of the European Economic Area (each, a Relevant Member State) and (ii) the United Kingdom (UK), each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that it has not made and will not make an offer of Notes which are the subject of the offering contemplated by any Series Prospectus in relation thereto to the public in that Relevant Member State or in the UK except that it may make an offer of such Notes to the public in that Relevant Member State or in the UK:

(a) if the Series Prospectus in relation to the Notes specifies that an offer of those Notes may be made other than pursuant to (1) Article 1(4) of the Prospectus Regulation in that Relevant Member State or (2) Section 86 of the Financial Services and Markets Act 2000 as amended by Financial Services and Markets Act 2023 (Consequential Amendments) Regulations 2023 (together, FSMA), as applicable (in either case, a Non-exempt Offer), following the date of publication of a prospectus in relation to such Notes which has been approved by (A) the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State or (B) the Financial Conduct Authority in the UK or is to be treated as if it had been approved by the Financial Conduct Authority in accordance with the transitional provision in Regulation 74 of the Prospectus (Amendment etc.) (EU Exit) Regulations 2019, as applicable, provided that any such prospectus has subsequently been completed by a Series Prospectus contemplating such Non-exempt Offer, in accordance with the Prospectus Regulation or the UK Prospectus Regulation, as applicable, in the period beginning and ending on the dates specified in such Series Prospectus and the Issuer has consented in writing to its use for the purpose of that Non-exempt Offer;

(b) at any time to any legal entity which is a qualified investor as defined in the Prospectus Regulation or the UK Prospectus Regulation, as applicable;

(c) at any time to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Regulation or the UK Prospectus

Ashurst 416645760 25

Regulation, as applicable) in that Relevant Member State or in the UK and as permitted under the Prospectus Regulation or the UK Prospectus Regulation, as applicable, subject to obtaining the prior consent of the relevant Dealer or Dealers nominated by the Issuer for any such offer; or

(d) at any time in any other circumstances falling within Article 1(4) of the Prospectus Regulation or section 86 of FSMA, as applicable,

provided that no such offer of Notes referred to in paragraphs (b) to (d) above shall require the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or section 85 of FSMA, as applicable, or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation or Article 23 of the UK Prospectus Regulation, as applicable.

For the purposes of this provision, the expression an "offer of Notes to the public" in relation to any Notes in any Relevant Member State or in the UK means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes, and the expressions Prospectus Regulation means Regulation (EU) 2017/1129 and UK Prospectus Regulation means Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the EUWA).

Prohibition of Sales to Retail Investors

EEA Prohibition of Sales to Retail Investors:

Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that it has not offered, sold or otherwise made available and shall not offer, sell or otherwise make available any Notes which are the subject of the offering contemplated by this Base Prospectus (as replaced, supplemented, modified or disclosed in the Series Prospectus) to any retail investor in the European Economic Area (an EEA Retail Investor) which would require the publication of a key information document pursuant to Regulation (EU) No 1286/2014 on key information documents for packaged retail and insurance-based investment products (PRIIPs) (the PRIIPs Regulation). Consequently no key information document required by the PRIIPs Regulation for offering or selling the Notes or otherwise making them available to EEA Retail Investors has been prepared and therefore offering or selling the Notes or otherwise making them available to any EEA Retail Investor may be unlawful under the PRIIPs Regulation.

This selling restriction does not apply where, for any Series of Notes, the Additional Conditions specify that such Series of Notes is made available to EEA Retail Investors and a key information document is made available in compliance with the PRIIPs Regulation.

For these purposes, "EEA Retail Investor" means a person who is:

(a) a retail client as defined in point (11) of Article 4(1) of MiFID II; and/or

(b) a customer within the meaning of Directive 2016/97/EU, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; and/or

UK Prohibition of Sales to Retail Investors:

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Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that it has not offered, sold or otherwise made available and shall not offer, sell or otherwise make available any Notes which are the subject of the offering contemplated by this Base Prospectus (as replaced, supplemented, modified or disclosed in the Series Prospectus) to any retail investor in the UK (a UK Retail Investor) which would require the publication of a key information document pursuant to the PRIIPs Regulation as it forms part of domestic law by virtue of the EUWA (the UK PRIIPs Regulation). Consequently no key information document required by the UK PRIIPs Regulation for offering or selling the Notes or otherwise making them available to UK Retail Investors has been prepared and therefore offering or selling the Notes or otherwise making them available to any UK Retail Investor may be unlawful under the UK PRIIPs Regulation.

This selling restriction does not apply where, for any Series of Notes, the Additional Conditions specify that such Series of Notes is made available to UK Retail Investors and a key information document is made available in compliance with the UK PRIIPs Regulation.

For these purposes, "UK Retail Investor" means a person who is:

(a) a retail client as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the EUWA; and/or

(b) a customer within the meaning of the provisions of FSMA and any rules or regulations made under FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; and/or

not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA.

Ireland

Paragraph (c) of the subsection entitled (Ireland) under Section 12 (Subscription and Sale) of the Base Prospectus shall be deleted in its entirety and replaced with the following:

Variation of Taxation

(i) Subsection 2.2 (Taxation of the Issuer) of Section 11 (Taxation) of the Base Prospectus, the final paragraph under the heading "Corporation Tax", together with

Ashurst 416645760 27

all of the text under the heading "Deductibility of interest and other expenses", shall be deleted and replaced with the following:

"If a company is a Qualifying Company, then profits arising from its activities shall be chargeable to corporation tax under Case III of Schedule D (which is applicable to non-trading income) at a rate of 25.0 per cent. However, for that purpose those profits shall be computed in accordance with the provisions applicable to Case I of that Schedule (which is applicable to trading income). Accordingly, expenses, including interest expenses, will be deductible if they are incurred wholly and exclusively by the Issuer for the purposes of its business as a Qualifying Company, subject to any required statutory adjustments.

Where the interest represents more than a reasonable commercial return on the principal outstanding or is dependent on the results of the Issuer's business, such interest on the Notes will only be deductible if certain conditions are met. In addition, certain other payments which are dependent on the results of the Issuer's business will only be deductible if certain conditions are met.

Other expenses incurred by the Issuer under the Issuer transaction documents should be deductible in determining the taxable profits of the Issuer, as and when they are included as an expense in the audited financial statements of the Issuer.".

(ii) The text under the heading "Encashment Tax" in subsection 2.3 (Taxation of the holder) of Section 11 (Taxation) of the Base Prospectus shall be deleted and replaced with the following:

"Interest on any Note which qualifies for exemption from withholding tax on interest as a Quoted Eurobond realised or collected by an agent in Ireland on behalf of any holder will generally be subject to a withholding at the rate of 25 per cent. This is unless (i) the beneficial owner of the Note that is entitled to the interest is not resident in Ireland and makes a declaration in the required form provided that such interest or distribution is not deemed, under the provisions of Irish tax legislation, to be income of another person that is resident in Ireland or (ii) the beneficial owner of the interest is a company which is within the charge to Irish corporation tax in respect of the interest.".

(iii) The text under the heading "Irish Encashment Tax" in subsection 2.4 (Irish Withholding and Encashment Tax in respect of the Issue of Notes by a Non-Irish Issuer) of Section 11 (Taxation) of the Base Prospectus shall be deleted and replaced with the following:

"Payments on any Notes issued by a Non-Irish Issuer paid by a paying agent in Ireland or collected or realised by an agent in Ireland acting on behalf of the beneficial owner of Notes will be subject to Irish encashment tax at the rate of 25 per cent. This is unless (i) the beneficial owner of the Note that is entitled to the interest is not resident in Ireland and makes a declaration in the required form provided that such interest or distribution is not deemed, under the provisions of Irish tax legislation, to be income of another person that is resident in Ireland or (ii) the beneficial owner of the interest is a company which is within the charge to Irish corporation tax in respect of the interest.".

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(iv) The paragraph commencing "Ireland has entered into a double taxation treaty with…" in Section 11 (Taxation) of the Base Prospectus shall be deleted in its entirety and replaced by the following:

"Ireland has entered into a double taxation treaty with each of Albania, Armenia, Australia, Austria, Bahrain, Belarus, Belgium, Bosnia & Herzegovina, Botswana, Bulgaria, Canada, China, Chile, Croatia, Cyprus, Czech Republic, Denmark, Egypt, Estonia, Ethiopia, Finland, France, Georgia, Germany, Ghana (signed but not yet in effect), Greece, Hong Kong, Hungary, Iceland, India, Israel, Italy, Japan, Kazakhstan, Kenya (signed but not yet in effect), Korea (Rep. of), Kosovo, Kuwait, Latvia, Lithuania, Luxembourg, Macedonia, Malaysia, Malta, Mexico, Moldova, Montenegro, Morocco, the Netherlands, New Zealand, Norway, Pakistan, Panama, Poland, Portugal, Qatar, Romania, Russia, Saudi Arabia, Serbia, Singapore, Slovak Republic, Slovenia, South Africa, Spain, Sweden, Switzerland, Thailand, Turkey, Ukraine, United Arab Emirates, United Kingdom, United States of America, Uzbekistan, Vietnam and Zambia.".

(v) The paragraph commencing "Ireland has currently 73 double taxation treaties in effect…" in Section 11 (Taxation) of the Base Prospectus shall be deleted in its entirety and replaced by the following:

"Ireland has signed double tax treaties with 76 countries, of which currently 74 are in effect (see above) and the majority of them exempt interest (which sometimes includes discounts) from Irish tax when received by a resident of the other jurisdiction.".

(vi) The definition of "Specified Person" in Section 11 (Taxation) of the Base Prospectus shall be deleted in its entirety and replaced by the following:

""Specified Person" means:

(a) a company which:

(i) directly or indirectly controls the Issuer;

(ii) is controlled by the Issuer; or

(iii) is controlled by a third company which also directly or indirectly controls the Issuer; or

(b) a person or connected persons:

(i) from whom assets were acquired;

(ii) to whom the Issuer has made loans or advances;

(iii) to whom loans or advances held by the Issuer were made; or

(iv) with whom the Issuer has entered into Specified Agreements, where the aggregate value of such assets, loans, advances or agreements represents not less than 75 per cent. of the aggregate value of the Qualifying Assets of the Issuer.

For this purpose, a person has control of a company where that person has:

(a) the power to secure:

(i) by means of the holding of shares or the possession of voting power in or in relation to that or any other company; or

Ashurst 416645760 29

(ii) by virtue of any powers conferred by the constitution, articles

of association or other document regulating that or any other company, that the affairs of the first-mentioned company are conducted in accordance with the wishes of that person; or

(b) significant influence over the first-mentioned company and holds, directly or indirectly, more than:

(i) 20 per cent. of the issued share capital of the company;

(ii) 20 per cent. of the principal value of any securities issued by that company where the consideration given by the company for the use of the principal secured is to any extent dependent on the results of the company's business or any part of the company's business, or the consideration so given represents more than a reasonable commercial return for the use of that principal, or any such securities where those securities have no principal value; or

(iii) the right to 20 per cent. of the interest or other distribution payable in respect of any such securities.

For this purpose, "significant influence" means a person with the ability to participate in the financial and operating decisions of a company."

(vii) The references to "Euronext Dublin" contained in the text under the heading "Withholding Taxes" in subsection 2.3 (Taxation of the holder) in section 11 (Taxation) of the Base Prospectus shall be deemed to be deleted and replaced with references to "the Vienna MTF (a multilateral trading facility operated by Wiener Börse AG)".

Ashurst 416645760 30

Part C - Overview of Collateral Assets and Swap Transaction

The following summaries of the Bond Collateral and the Swap Transaction are qualified by reference to the detailed terms and conditions of the Bond Collateral and the Derivative Agreement, respectively.

Bond Collateral

The Issuer will acquire the bonds listed below (the Bond Collateral) from the Vendor on or around the Restructuring Effective Date for a purchase price of GBP 8,465,249.51. The terms and conditions of the bonds constituting the Bond Collateral are summarised below. Issuer: United Kingdom

Description of Issuer:

Sovereign

Address:

HM Treasury. 1 Horse Guards Road London SW1A 2HQ United Kingdom

Status:

Unsecured

ISIN:

GB00B0CNHZ09

Maturity Date:

22 November 2055

Principal Amount/ Bond Collateral Nominal Amount:

GBP 4,255,000

Redemption Amount:

Principal Amount multiplied by the inflation rate (as specified in the terms and conditions of the Bond Collateral), but not less than the Principal Amount / Bond Collateral Nominal Amount

Interest Rate:

1.25 per cent. per annum multiplied by the inflation rate (as specified in the terms and conditions of the Bond Collateral)

Interest Payment Dates:

Interest amount shall be paid annually.

Governing Law:

English law

Listing and trading:

London Stock Exchange; Börse Berlin; Euronext Amsterdam; EuroTLX; Frankfurt Stock Exchange; Stuttgart Stock Exchange.

Custody Arrangements

The Bond Collateral will be held in an account of, and in the name of, the Issuer with the Custodian. Please refer to "Section 9: Custody Arrangements" of the Base Prospectus for further information.

Swap Transaction

Under the Swap Transaction, the Issuer will pay to the Counterparty all amounts payable by way of interest, principal and/or other redemption or early redemption distributions (if any) under the Bond Collateral, as determined by reference to the Original Terms (as defined in Schedule 1,

Ashurst 416645760 31

Part 2 of the Issue Deed). The Counterparty will pay to the Issuer an amount in EUR equal to the aggregate amount payable by way of Interest Amount and Redemption Amount in respect of the Notes.

The swap above will be collateralised by the Amended and Restated CSA and the Valuation Percentage applicable to any Eligible Credit Support in the form of debt obligations transferred under the Amended and Restated CSA is dependent on certain rating thresholds equivalent to certain ratings by S&P, Fitch or Moody's, as set out in the Amended and Restated CSA.

Information on the Bond Collateral

The Bond Collateral is a negotiable debt security and information on the underlying can be obtained on www.bloomberg.com. Information about its past and further performance and its volatility can be obtained on www.bloomberg.com.

Collateral Assets and Derivative Agreement

The Collateral Assets and the Derivative Agreement collectively have characteristics that demonstrate capacity to produce funds to service any payments due and payable on the Notes.

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Part 2 – Form of Amended and Restated Swap Confirmation

To: Novus Capital plc 1-2 Victoria Buildings Haddington Road Dublin 4 Ireland

Tel: +353 1 775 6152 Fax: +353 1 697 5398

(Party B)

From: Nomura International plc 1 Angel Lane London EC4R 3AB

Tel: +44 (0) 20 7521 2000 Fax: +44 (0) 20 7521 2121

(Party A)

Dated: 13 April 2022, as amended and restated on _____________ 2024

Swap Transaction — Series 2022-56 EUR 5,000,000 Notes repackaging UKTi due November 2055 (the Notes)

Dear Sirs,

The purpose of this letter agreement (this Confirmation) is to confirm the terms and conditions of the Transaction (the Transaction) entered into between you and us on the Trade Date specified below. This Confirmation constitutes a "Confirmation" as referred to in the ISDA Master Agreement specified below.

The definitions and provisions contained in the 2021 ISDA Interest Rate Derivatives Definitions (the Definitions), as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation subject to any modifications or exclusions detailed herein. In addition, terms and expressions used in this Confirmation that are not otherwise defined in the Agreement (as defined below), this Confirmation or the Definitions will have the meanings given to them on the date hereof in the terms and conditions of the Notes (the Conditions). In the event of any inconsistency between the Definitions and the Conditions, the Conditions will govern. In the event of any inconsistency between: (i) the Definitions or the Conditions; and (ii) this Confirmation, this Confirmation will govern.

This Confirmation supplements, forms part of, and is subject to, the 2002 ISDA Master Agreement dated as of 13 April 2022 together with the Schedule (as set forth in the Derivatives Terms dated 11 July 2019 and signed for identification purposes by Party A and the Note Trustee) and the Credit Support Annex thereto (as each may be amended or supplemented from time to time, the Agreement), between Party A and Party B. All provisions contained in the Agreement govern this Confirmation except as expressly modified below. This Confirmation amends and restates the confirmation relating to the Notes entered into by Party A and Party B on 13 April 2022.

In the event of any inconsistency, differences and/or contradiction between this Confirmation and the Agreement, this Confirmation shall prevail. The Transaction relates to the issue by Party B of

26 June

Ashurst 416645760 33

its Series 2022-56 EUR 5,000,000 Notes repackaging UKTi due November 2055 (the Notes) in respect of which an Issue Deed dated 13 April 2022, as amended and restated on or around 26 June 2024 (the Restructuring Effective Date) (as further amended from time to time) has been entered into between Novus Capital plc, HSBC Corporate Trustee Company (UK) Limited, HSBC Bank plc and Nomura International plc (the Issue Deed).

Capitalised terms used but not otherwise defined herein have the meanings given to such terms in the Issue Deed.

1. General Terms Trade Date: 23 March 2022

For the avoidance of doubt, the date of execution of the OTC derivative contract evidenced by this Confirmation for the purposes of Regulation (EU) 648/2012 of the European Parliament and of the Council of 4 July 2012 on OTC derivatives, central counterparties and trade repositories (EMIR) and EMIR as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended) (UK EMIR) is the Effective Date and, consequently, any obligations relating to the timely confirmation of derivatives contracts arising under Article 11 of EMIR and UK EMIR, as applicable, will arise from the Effective Date.

Effective Date:

13 April 2022

Termination Date:

The Maturity Date (as defined in Part A of Part 1 (Additional Conditions) of the Schedule to the Issue Deed) of the Notes.

Party A:

Nomura International plc

Party B:

Novus Capital plc

Calculation Agent:

Party A (whose determinations and calculations shall be binding in the absence of manifest error)

Calculation Agent City:

London

Business Days:

London and TARGET2

Business Day Convention:

Following

2. Party A Initial Exchange Payments Initial Exchange Payer: Party A

Party A Initial Exchange Date:

26 June 2024

Ashurst 416645760 34

Initial Exchange Payer: Party A

Party A Initial Exchange Amount:

GBP 8,465,249.51

3. Party B Initial Exchange Payments Initial Exchange Payer: Party B

Party B Initial Exchange Date:

26 June 2024

Party B Initial Exchange Amount:

EUR 4,719,253.35

4. Party A Payments Payer: Party A

Party A Payment Date:

Each Interest Payment Date and the Maturity Date of the Notes.

Party A Payment Amounts:

With respect to the Party A Payment Date, an amount in EUR equal to the aggregate amount payable by way of Interest Amount and Redemption Amount, as applicable, in respect of the Notes.

5. Party B Payments Payer: Party B

Party B Payment Date:

Each date on which any amount is payable by way of interest, principal and/or other redemption or early redemption distributions (if any) under the Bond Collateral, or, if such date is not a Business Day, the first following day that is a Business Day.

Party B Payment Amount:

From, and including, the Issue Date to, and excluding, the Restructuring Effective Date: with respect to each Party B Payment Date, an amount in EUR equal to the aggregate amounts payable by way of interest, principal and/or other redemption or early redemption distributions (if any) under the Original Bond Collateral on such date.

From, and including, the Restructuring Effective Date: with respect to each Party B Payment Date, an amount in GBP equal to the aggregate amounts payable by way of interest, principal and/or other redemption or early redemption distributions (if any) under the Bond Collateral on such date.

Ashurst 416645760 35

Payer: Party B

References in this paragraph 3 to amounts payable under the Bond Collateral and the payment dates of such amounts under the Bond Collateral (including, without limitation, scheduled interest payment amounts and redemption amounts due and payable to the Issuer on the related maturity date of the Bond Collateral) shall be determined by reference to the terms of the Bond Collateral in effect as of the latter of the Trade Date and the date as of which such obligation is issued or incurred (the Original Terms), disregarding any change in the terms of the Bond Collateral or any event that affects the terms of the Bond Collateral that is not expressly provided for in the Original Terms.

6. Representations and Agreements

Each party agrees that the Calculation Agent is not acting as a fiduciary for or as an adviser to either party in respect of its duties as Calculation Agent in connection with these Transactions. The Calculation Agent's determinations and calculations will be made in good faith in a commercially reasonable manner and will be binding in the absence of manifest error. The Calculation Agent will have no responsibility for good faith errors or omissions in making any determination or calculations as provided herein.

Each party further agrees that if Party A assigns or novates all it rights, liabilities, duties and obligations of Party A under and in respect of this Transaction to a new counterparty (other than in relation to the exercise of the Counterparty Substitution Option), the new counterparty shall be responsible for payment of any future Issuance Operating Expenses relating to the Notes.

7. Notice and Account Details

(a) Details for Notices

The notice details set forth in the Definitions and Common Provisions relating to the Programme dated 11 July 2019 shall apply together with the email addresses listed below:

Party A: SCMO-eu@nomura.com and hybridtradingemea@nomura.com

Party B: Novus@intertrustgroup.com

(b) Account Details

Account Details of Party A (EUR): Account for payments in EUR: Citibank N.A., London Account Name: Nomura International plc – Euro Nostro Account Account No: GB44CITI18500812543850 SWIFT: CITIIE2X (INTERMEDIARY BIC)

Account Details of Party A (GBP): Agent Account Name for payments in GBP: Barclays Bank plc London – London Agent BIC: BARCGB22 Account Name: Nomura International plc Account No: GB42BARC20000040673358

Account Details of Party B (EUR): Correspondent Bank: HSBC Continental Europe Correspondent Bank Swift Code: CCFRFRPP

Ashurst 416645760 36

Beneficiary Bank Name: HSBC Bank plc, London Beneficiary Bank Swift Code: MIDLGB22 A/C of: Novus Capital plc Series 2022-56 A/C No: 89522058 IBAN: GB97MIDL40051589522058 Ref: Novus Capital plc Series 2022-56

Account Details of Party B (GBP): Correspondent Bank: HSBC Bank plc, London Correspondent Bank Swift Code: MIDLGB22 Correspondent Bank Sort Code: 40-05-15 Beneficiary Account Name: Novus Capital Plc Series 2022-56 Beneficiary Account Number: 92239222 Ref: Novus Capital Plc Series 2022-56

Ashurst 416645760 37

Please confirm your agreement to be bound by the terms of the foregoing by executing a copy of this Confirmation and returning it to us by email.

Yours faithfully,

Confirmed on behalf of

Nomura International plc

By:

Name:

Title:

Confirmed on the date first above written.

Novus Capital plc

By:

Name:

Title:

Ashurst 416645760 38

Part 3 - Form of Amended and Restated CSA

Paragraph 11 shall be deemed to be attached to, and form part of the 1995 Credit Support Annex (Transfer — English Law) in standard form as published by ISDA.

Paragraph 11. Elections and Variables

(a) Base Currency and Eligible Currency.

(i) Base Currency means EUR;

(ii) Eligible Currency means Base Currency or GBP.

(b) Credit Support Obligations.

(i) Delivery Amount, Return Amount and Credit Support Amount.

A. Delivery Amount has the meaning specified in Paragraph 2(a), except that the words "upon a demand made by the Transferee on or promptly following a Valuation Date" shall be deleted. For the purposes of Paragraph 3(a), where applicable, a demand shall be deemed to have been made by the Transferee and received by the Transferor by the Notification Time.

B. Return Amount has the meaning specified in Paragraph 2(b), except that the words "upon a demand made by the Transferor on or promptly following a Valuation Date" shall be deleted. For the purposes of Paragraph 3(a), where applicable, a demand shall be deemed to have been made by the Transferor and received by the Transferee by the Notification Time.

C. Credit Support Amount has the meaning specified in Paragraph 10.

(ii) Eligible Credit Support. The following items will qualify as "Eligible Credit Support" for the party specified here: Party A Party B Valuation Percentage

Cash in an Eligible Currency

100%

EUR denominated debt obligations issued by the Republic of Italy, the Republic of France, the Kingdom of Belgium, the Republic of Austria or the Federal Republic of Germany

75%

GBP denominated debt obligations issued by the United Kingdom

75%

JPY denominated debt obligations issued by

75%

Ashurst 416645760 39

Party A Party B Valuation Percentage

the Government of Japan

(iii) Thresholds:

A. Independent Amount means with respect to Party A: zero.

Independent Amount means with respect to Party B: 5 per cent. of the Principal Amount of the Series as at the Issue Date.

B. Threshold means with respect to Party A: Zero

Threshold means with respect to Party B: Zero

C. Minimum Transfer Amount means with respect to Party A: EUR 200,000

Minimum Transfer Amount means with respect to Party B: EUR 200,000

D. Rounding. The Delivery Amount and the Return Amount will be rounded down to the nearest integral multiple of EUR 10,000.

Exposure. For the purposes of the definition of "Exposure", notwithstanding the Exposure with respect to the Counterparty on a Valuation Date, if Party B is the Transferor under Paragraph 2(a), Party B shall not be required to transfer Eligible Credit Support in excess of the Eligible Credit Support held on its behalf by the Custodian from time to time at the relevant time.

(i) Valuation Agent means the Calculation Agent from time to time for the purposes of the Notes.

(ii) Valuation Date means the Issue Date and each Local Business Day thereafter.

(iii) Valuation Time means the close of business on the Local Business Day immediately preceding the relevant Valuation Date or date of calculation, as applicable provided that the calculations of Value and Exposure will be made as of approximately the same time on the same date.

(iv) Notification Time means 1.00 p.m., London time on a Local Business Day.

(d) Exchange Date. Exchange Date has the meaning specified in Paragraph 3(c)(ii).

(e) Dispute Resolution

(i) Resolution Time means 1.00 p.m., London time, on the Local Business Day following the date on which notice of the dispute is given under Paragraph 4.

(ii) Value. For the purpose of Paragraphs 4(a)(4)(i)(C) and 4(a)(4)(ii), the Value of the outstanding Credit Support Balance or of any transfer of Eligible Credit Support or Equivalent Credit Support, as the case may be, will be calculated as set out in the definition of Value in Paragraph 10.

(iii) Alternative. The provisions of Paragraph 4 will apply, provided that Paragraph 4(a)(4)(i)(B) shall be deleted and replaced with the following:

Ashurst 416645760 40

"(B) calculating that part of the Exposure attributable to the Transactions in dispute by seeking four actual quotations at mid-market from third parties for purposes of calculating the relevant Close-out Amount, and taking the arithmetic average of those obtained; provided that if four quotations are not available for a particular Transaction, then fewer than four quotations may be used for that Transaction, and if no quotations are available for a particular Transaction, then the Valuation Agent's original calculations will be used for the Transaction; and".

(f) Distributions and Interest Amount

(i) Interest Rate. Interest on Eligible Credit Support in the form of cash in the Eligible Currency will accrue from day to day at the rate available to the Issuer in respect of cash balances in the Eligible Currency held by the Issuer with the Custodian.

(ii) Transfer of Interest Amount. The transfer of the Interest Amount will be made on the second Local Business Day of each calendar week.

(iii) Alternative to Interest Amount. The provisions of Paragraph 5(c)(ii) will apply.

(g) Addresses for Transfers

Party A:

Collateral Management Department, Nomura International plc 1 Angel Lane London EC4R 3AB

Attention: Collateral Management Team Telephone: +44 20 7102-5951 Email: OTCCollateral@uk.nomura.com

Details for transfers of cash in the Eligible Currency: to be advised at the time of settlement.

Details for transfers of Eligible Credit Support: to be advised at the time of settlement.

Party B:

Novus Capital plc acting in respect of its Series 2022-56 1-2 Victoria Buildings Haddington Road Dublin 4 Ireland

Attention: The Directors Tel: +353 1 668 6152 Fax: +353 1 697 5398

Details for transfers of cash in the Eligible Currency:

Account Details of Party B (EUR): Correspondent Bank: HSBC Continental Europe Correspondent Bank Swift Code: CCFRFRPP

Ashurst 416645760 41

Beneficiary Bank Name: HSBC Bank plc, London Beneficiary Bank Swift Code: MIDLGB22 A/C of: Novus Capital plc Series 2022-56 A/C No: 89520731 IBAN: GB36MIDL40051589520731 Ref: Novus Capital plc Series 2022-56

Account Details of Party B (GBP): Correspondent Bank: HSBC Bank plc, London Correspondent Bank Swift Code: MIDLGB22 Correspondent Bank Sort Code: 40-05-15 A/C of: Novus Capital Plc Series 2022-56 A/C No: 92239214 Ref: Novus Capital plc Series 2022-56

Details for transfers of Eligible Credit Support: to be advised at the time of settlement.

(h) Other Provisions.

(i) Early Termination. The heading for paragraph 6 shall be deleted and replaced with "Early Termination" and the following shall be added:

A. after the word "Default" in the first line, "or a Termination Event in relation to all (but not less than all) Transactions";

B. after the words "Defaulting Party", in the fourth line, "or the Affected Party as the case may be"; and

C. immediately before the end of paragraph 6, "For purposes of this Paragraph 6, the Value of the Credit Support Balance shall be determined on the basis that the Valuation Percentage applicable to each item of Eligible Credit Support is 100%."

(ii) Ineligible Credit Support. If at any time any Eligible Credit Support which has been transferred pursuant to Paragraph 2(a) ceases to qualify as Eligible Credit Support (the Ineligible Credit Support), the Transferee shall, upon demand by the Transferor, transfer to the Transferor any Ineligible Credit Support forming part of the Transferor's Credit Support Balance. The Transferee's obligation to transfer such Ineligible Credit Support is subject to the condition precedent that there is then no Delivery Amount applicable to the Transferor.

(iii) Final Returns. When there are no Transactions (except for the Transaction constituted by this Annex) outstanding between the parties and no amounts are or may become payable by the Transferor with respect to any Transactions, the Transferee shall, upon demand by the Transferor, transfer to the Transferor Equivalent Credit Support having a Value as of the date of transfer as close as practicable to the entire Credit Support Balance (for the avoidance of doubt, disregarding any Threshold, Minimum Transfer Amount or Rounding provisions).

(iv) Definitions. Terms defined in the Conditions have the same meaning in this Annex. For such purpose, "Conditions" means the terms and conditions set out in the base prospectus dated 11 July 2019 relating to the "Novus" Structured Issuance Programme for the issue of notes, as amended and supplemented by the terms and conditions set out in Party B's Issue Deed related to its Series 2022-56 EUR 5,000,000 Notes repackaging UKTi due November 2055 dated 13 April 2022 as amended and restated on the Restructuring Effective Date (and as further amended and restated from time to time).

Ashurst 416645760 42

(v) Instructions for Transfers. For the purpose of receiving any instructions for the transfer of Eligible Credit Support hereunder, the Calculation Agent will instruct the Acquisition and Disposal Agent and the Acquisition and Disposal Agent will instruct the Custodian in accordance with the terms of the Custody Agreement.

(vi) Transactions. Notwithstanding anything to the contrary in this Annex references in this Agreement to "all Swap Transactions", "all Transactions" and "all Affected Transactions" means only the Swap Transaction relating to the Notes (as defined in the Issue Deed) (the Relevant Transaction). The credit support arrangements set out in this Annex shall constitute a Transaction relating to the Notes and form part of the Agreement with the Relevant Transaction. Neither Party A nor Party B shall be entitled to set off or net its payment obligations in respect of the Transaction for which this Annex constitutes the Confirmation against the payment obligations of the other party under any other Transaction except (and notwithstanding Sections 6(e) and 6(f) of the Agreement) in respect of the Relevant Transaction. For the avoidance of doubt, section 2(c)(ii) of the Derivatives Agreement shall apply in respect of all payments made by the parties in respect of the Derivatives Agreement pursuant to this Transaction and this Credit Support Annex.

(vii) Delivery of Bond Collateral. If Party B has delivered all of the Bond Collateral then held by it as Eligible Credit Support, together with any Equivalent Credit Support to any Eligible Credit Support previously provided by Party A to Party B, and such delivery does not result in Party B meetings its obligations to transfer the Delivery Amount demanded by Party A in full, non-delivery of any shortfall shall not constitute an Event of Default with respect to Party B for the purposes of the Agreement.

(end)

Emitter:	Novus Capital plc 2nd Floor, 1-2 Victoria Buildings, Haddington Road D04 XN32 Dublin 4 Ireland
Contact Person:	Susan Craig
Phone:	+353 1 668 6152
E-Mail:	Novus@intertrustgroup.com
ISIN(s):	XS2613506968 (Bond) XS2643158830 (Bond)
Stock Exchange(s):	Vienna Stock Exchange (Vienna MTF)

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