On or after the Par Call Date, the Issuer may redeem the Securities, in whole or in part, at
any time and from time to time, on at least 10 days, but not more than 60 days, prior notice delivered electronically or mailed to the registered address of each Holder of the Securities, at a redemption price equal to 100% of the principal amount
of the Securities being redeemed, plus accrued and unpaid interest thereon to the redemption date.
The term comparable
government bond means in relation to any comparable government bond rate calculation, at the discretion of an independent investment banker selected by the Issuer, a German government bond whose maturity is closest to the maturity of the
Securities to be redeemed (assuming for this purpose that the Securities matured on the Par Call Date), or if such independent investment banker in its discretion determines that such similar bond is not in issue, such other German government bond
as such independent investment banker may, with the advice of three brokers of, and/or market makers in, German government bonds selected by us, determine to be appropriate for determining the comparable government bond rate.
The term comparable government bond rate means the yield to maturity, expressed as a percentage (rounded to three decimal
places, with 0.0005 being rounded upwards), on the third Business Day prior to the date fixed for redemption, of the applicable comparable government bond on the basis of the middle market price of such comparable government bond prevailing at 11:00
a.m. (London time) on such business day as determined by an independent investment banker selected by the Issuer.
The term
independent investment banker means each of Barclays Bank PLC and BNP Paribas (or their respective successors), or if each such firm is unwilling or unable to select the comparable government bond, an independent investment
banking institution of international standing appointed by the Issuer.
The Issuers actions and determinations in determining the
redemption price shall be conclusive and binding for all purposes, absent manifest error.
14. Redemption for Tax Reasons.
If, as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated under the laws) of the United States
(or any taxing authority in the United States), or any change in, or amendment to, an official position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment is announced or becomes effective on
or after September 23, 2024, the Issuer becomes or, based upon a written opinion of independent counsel selected by us, will become obligated to pay additional amounts as described in Section 15 herein under the heading Payment of
Additional Amounts with respect to the Securities, then the Issuer may, at any time at its option, redeem, in whole, but not in part, the Securities on not less than 15 nor more than 30 days prior notice, at a redemption price equal to
100% of their principal amount, together with accrued and unpaid interest on the Securities to, but not including, the date fixed for redemption.