If the total amount payable (excluding Accrued Interest) for validly tendered Notes with the same Acceptance
Priority Level would (together with the total amount payable (excluding Accrued Interest) for any validly tendered Notes with a higher Acceptance Priority Level, where applicable), if purchased, exceed the Offer Cap, such Notes will be purchased on
a pro-rata basis such that total amount payable (excluding Accrued Interest) for all Notes validly tendered in the Offers and accepted for purchase does not exceed the Offer Cap, as further described in the Tender Offer Memorandum. If the purchase
of all Notes validly tendered prior to or at the Early Tender Deadline would result in an aggregate amount payable (excluding, for this purpose, Accrued Interest) that would equal or exceed the Offer Cap, then no Notes tendered after the Early
Tender Deadline will be purchased pursuant to the Offers regardless of the Acceptance Priority Level of such Notes, unless the Companies increase the Offer Cap (acting together, in their sole discretion).
The Companies have an option to redeem remaining Notes of a Series at par plus any accrued but unpaid interest following the purchase of 80 per cent. of
such Series of Notes
The terms and conditions of each Series allow the relevant Company (subject to applicable laws) to redeem the Notes in that
Series early (in whole but not in part), at their outstanding principal amount plus any accrued but unpaid interest, if a Substantial Repurchase Event occurs, meaning at least 80 per cent. of the aggregate principal amount of the Notes
of such Series issued on the Issue Date for such Series has been purchased by or on behalf of the relevant issuing Company and certain related parties of the relevant issuing Company. Such redemption will be subject to giving not less
than 30 days irrevocable notice.
It is the current intention of each Company to acquire the remaining Notes of any Series in accordance with
the Series terms and conditions if a Substantial Repurchase Event is triggered in respect of such Series by the purchase of any Notes pursuant to the relevant Offer(s). However, no Company is under any obligation to make any such
acquisition and each Companys intention to do so may change at any time and for any reason. No assurance can be given that the 80 per cent. threshold described above will or will not be met in respect of any Series of Notes.
Early Consideration, Late Consideration and Accrued Interest
The amount in cash to be paid by the relevant Company for each US$1,000 or 1,000 (as applicable) in principal amount of each Series validly tendered
pursuant to the relevant Offer prior to or at the Early Tender Deadline and accepted for purchase by the relevant Company shall be an amount (rounded to the nearest cent, with US$0.005 and 0.005 (as applicable) being rounded upwards) that
would reflect, as of the Early Settlement Date, a yield to the First Reset Date of such Series equal to the sum of: (i) the Reference Yield for such Series, plus (ii) the Fixed Spread for such Series set out in the above table (in respect
of each Series, the Early Consideration). The Reference Yield will be determined at the Pricing Time on the Pricing Date with reference to, as applicable, the Reference Security or Reference Interpolated Rate, as shown in the
above table.
Specifically, the Early Consideration for each Series will equal (i) the value of all remaining payments of principal and interest on
the relevant Series up to and including the applicable First Reset Date (assuming all outstanding Notes of the relevant Series are redeemed at their principal amount on the applicable First Reset Date) discounted to the Early Settlement Date at a
discount rate equal to the sum of (x) the applicable Reference Yield plus (y) the applicable Fixed Spread, minus (ii) Accrued Interest. The Early Consideration for each Series, when calculated in the manner set out above, includes the
applicable Early Tender Payment listed in the above table.