Notice of Noteholder Meetings
Summary by AI BETAClose X
NOTICE OF NOTEHOLDER MEETINGS
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF
NOTEHOLDERS.
If Noteholders are in any doubt about any aspect of the proposals in this notice and/or the action they should take, they are recommended to seek their own financial advice immediately from their broker, bank manager, solicitor, accountant or other financial adviser authorised under the Financial Services and Markets Act 2000 (if they are in the United Kingdom) or from another appropriately authorised independent financial adviser and such other professional adviser from their own professional advisers as they deem necessary.
FURTHER INFORMATION REGARDING THE MATTERS REFERRED TO IN THIS ANNOUNCEMENT IS AVAILABLE IN THE CONSENT SOLICITATION MEMORANDUM (THE "CONSENT SOLICITATION MEMORANDUM") ISSUED BY THE ISSUER TODAY, AND ELIGIBLE NOTEHOLDERS (AS DEFINED BELOW) ARE ENCOURAGED TO READ THIS ANNOUNCEMENT IN CONJUNCTION WITH THE SAME.
LSEG Finance plc
(incorporated with limited liability in England and Wales under registered number 13091751)
(the "Issuer")
NOTICE OF SEPARATE NOTEHOLDER MEETINGS
to the holders of the
£400,000,000 4.500 per cent. Guaranteed Notes due 19 October 2028 issued by the Issuer and guaranteed by London Stock Exchange Group plc ("LSEG plc") (ISIN: XS3182450372) (the "2028 Notes")
£500,000,000 4.875 per cent. Guaranteed Notes due 19 September 2032 issued by the Issuer and guaranteed by LSEG plc (ISIN: XS3182450539) (the "2032 Notes")
(each a "Series" and, together, the "Notes")
of the Issuer presently outstanding.
NOTICE IS HEREBY GIVEN that separate meetings (each a "Meeting" and together, the "Meetings") of the Noteholders of each Series convened by the Issuer will be held virtually on 16 April 2026 for the purpose of considering and, if thought fit, passing the applicable resolution set out below, with the implementation of that resolution being subject to satisfaction of the condition set out in paragraph 9(b) thereof (the "Eligibility Condition") and which resolution will be proposed as an Extraordinary Resolution in accordance with the provisions of the Trust Deed dated 8 August 2023, as amended, restated, modified and/or supplemented from time to time, (the "Trust Deed") made between, inter alios, the Issuer, LSEG plc and HSBC Corporate Trustee Company (UK) Limited (the "Trustee").
The initial Meeting in respect of:
(i) the 2028 Notes (the "2028 Notes Meeting") will commence at 10.15 a.m. (London time) (or, if later, as soon thereafter as the meeting convened on the same date in respect of the £500,000,000 1.625 per cent. Notes due 6 April 2030 issued by LSEG plc, has been concluded or adjourned); and
(ii) the 2032 Notes will commence at 10.30 a.m. (London time) or after the completion of the 2028 Notes Meeting (whichever is later).
The Issuer has determined that the Meetings will be held virtually rather than physically in person and, in accordance with the provisions of the Trust Deed, has requested that the Trustee prescribe appropriate regulations regarding the holding of the Meetings.
Capitalised terms used in this Notice and not otherwise defined herein shall have the meanings given to them in the Consent Solicitation Memorandum dated 24 March 2026 (the "Consent Solicitation Memorandum"), which is available to Eligible Noteholders (as defined below) from the Information and Tabulation Agent (including on the website of the Information and Tabulation Agent (the "Transaction Website") (https://projects.sodali.com/lseg)) (see "Documents Available for Inspection" below). In accordance with normal practice, the Trustee, the Solicitation Agent, the Information and Tabulation Agent and the Principal Paying Agent have not been involved in the formulation of the Noteholder Proposal (as defined below). None of the Trustee, the Information and Tabulation Agent, the Solicitation Agent, the Principal Paying Agent and any of their respective directors, officers, employees, agents, representatives or affiliates express any opinion on, nor make any representations as to the merits of, the Noteholder Proposal, the relevant Extraordinary Resolution or the proposed amendments referred to in the relevant Extraordinary Resolution set out below.
None of the Trustee, the Information and Tabulation Agent, the Solicitation Agent, the Principal Paying Agent or any of their respective directors, officers, employees, agents, representatives or affiliates makes any representation that all relevant information has been disclosed to Noteholders in or pursuant to this Notice, the Consent Solicitation Memorandum or otherwise. None of the Trustee, the Information and Tabulation Agent, the Solicitation Agent, the Principal Paying Agent or any of their respective directors, officers, employees, agents, representatives or affiliates has approved the draft Supplemental Trust Deed or the draft Amended and Restated Final Terms referred to in the relevant Extraordinary Resolution set out below and the Trustee recommends that Noteholders arrange to inspect and review such draft Supplemental Trust Deed and Amended and Restated Final Terms as provided below in this Notice. Accordingly, Noteholders of the relevant Series should take their own independent legal, financial, tax or other advice on the merits and the consequences of voting in favour of the relevant Extraordinary Resolution, including any tax consequences, and on the impact of the implementation of the relevant Extraordinary Resolution.
None of the Trustee, the Information and Tabulation Agent, the Solicitation Agent, the Principal Paying Agent or any of their respective directors, officers, employees, agents, representatives or affiliates are responsible for the accuracy, completeness, validity or correctness of the statements made in the Consent Solicitation Memorandum or this Notice, or omissions therefrom.
Neither this Notice nor the Consent Solicitation Memorandum constitutes or forms part of, or should be construed as, an offer for sale, exchange or subscription of, or a solicitation of any offer to buy, exchange or subscribe for, any securities of the Issuer or any other entity. The distribution of the Consent Solicitation Memorandum may nonetheless be restricted by law in certain jurisdictions. Persons into whose possession the Consent Solicitation Memorandum comes are required to inform themselves about, and to observe, any such restrictions.
BACKGROUND
On 19 January 2026, new rules implementing the Public Offers and Admissions to Trading Regulations took effect (the "POATRs") took effect in the UK. The rules govern the offering of securities to the public and their admission to trading in the UK, replacing the EU-derived UK Prospectus Regulation (Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA) (the "UK Prospectus Regulation"). The new rules are intended to make it easier for companies to raise capital in the UK, promote wider participation in the capital markets by retail investors, and improve the relative competitiveness of UK regulation compared to other jurisdictions. As a result, UK-listed companies (and wholly owned subsidiaries of such UK-listed companies provided that the bonds are guaranteed by the UK-listed parent) may now offer bonds to both wholesale and UK retail investors in a single security with no increase in disclosure compared to the previous wholesale disclosure standard. The Proposed Amendments will allow the Notes to qualify as Plain Vanilla Listed Bonds ("PVLBs") under the POATRs, as set out in the "Rationale" section below.
Proposed Amendments
The Issuer has convened the Meetings for the purpose of enabling the relevant Noteholders to consider and, if they think fit, approve a proposal (the "Noteholder Proposal") by way of an Extraordinary Resolution in relation to the relevant Series for the purposes of:
(a) amending the Specified Denominations of the Notes from £100,000 and integral multiples of £1,000 in excess thereof, to be £1,000 and integral multiples of £1,000 in excess thereof;
(b) amending the relevant Final Terms of the Notes to reflect that the Notes will be eligible for purchase by UK retail investors as they qualify as PVLBs; and
(c) enabling investors to hold interests in the Notes through Euroclear UK & Ireland Limited (formerly known as CRESTCo Limited) ("CREST") via the issuance of dematerialised depository interests ("CREST Depository Interests" or "CDIs"),
(the "Proposed Amendments").
The Proposed Amendments are set out in more detail in the Annex below, and will be implemented on a Series by Series basis as soon as reasonably practicable following the conclusion of the Meeting for the relevant Series at which the relevant Extraordinary Resolution is passed (and the Eligibility Condition satisfied). Provided an Extraordinary Resolution is passed (and the Eligibility Condition satisfied) at the initial Meeting for the relevant Series, implementation of the Proposed Amendments in respect of such Series is expected to occur on 20 April 2026 (the "Implementation Date").
Rationale
The sterling corporate bond market is a key source of long-term debt finance for LSEG plc and its subsidiaries, including LSEGF. The Notes were issued under the EU Prospectus Regulation (Regulation (EU) 2017/1129) and the UK Prospectus Regulation with minimum denominations of £100,000 and were not eligible for purchase by UK retail investors at issuance.
The amendments outlined in the Noteholder Proposal seek to (i) reduce the minimum denominations of each Series from £100,000 to £1,000, (ii) enable investors to hold interests in each Series through CREST via the issuance of CDIs, and (iii) amend the relevant Final Terms for each Series to ensure that each Series is eligible for purchase by UK retail investors. These are the minimal changes required for the Notes to qualify as PVLBs under the POATRs, and to be recognised as Access Bonds ("ABs") by the London Stock Exchange, facilitating access to the Notes by UK retail investors in the secondary market.
For the Noteholders, the amendments may be expected to increase the liquidity of the Notes. As the amendments are purely administrative in nature, there will be no changes in cash flows for Noteholders that hold their respective Notes to maturity. For the Issuer and LSEG plc, the amendments will facilitate access to the Notes by a new group of investors, which may increase the likelihood of their participation in any future PVLB or AB issuance by the Issuer, LSEG plc or its subsidiaries. For both Noteholders, the Issuer and LSEG plc, the amendments will demonstrate support for the aim of the UK Financial Conduct Authority to promote wider participation in the UK capital markets by UK retail investors.
Risk Factor
Interests in the Notes may be held as CREST Depositary Interests and holders of such interests in the Notes will be subject to additional provisions and, as a result, the rights of, and returns received by, such holders may differ from those of holders of Notes which are not represented by CREST Depositary Interests
CREST Depository Interests are separate legal obligations distinct from the Notes and holders of the CDIs ("CDI Holders") will be subject to additional provisions other than the Conditions.
CDI Holders will hold or have an interest in a separate legal instrument and will not be the legal owners of the Notes. The rights of CDI Holders to the Notes are represented by the relevant entitlements against the CREST Depository which (through CREST International Nominees Limited (the "CREST Nominee")) holds interests in the Notes. Accordingly, rights under the Notes cannot be enforced by CDI Holders except indirectly through the intermediary depositaries and custodians. The enforcement of rights under the Notes will be subject to the local law of the relevant intermediaries. This could result in an elimination or reduction in the payments that otherwise would have been made in respect of the Notes in the event of any insolvency or liquidation of any of the relevant intermediaries, in particular where the Notes held in clearing systems are not held in special purpose accounts and are fungible with other securities held in the same accounts on behalf of other customers of the relevant intermediaries.
The rights of the CDI Holders will be governed by the arrangements between CREST, Euroclear, Clearstream, Luxembourg and the Issuer, including the global deed poll dated 25 June 2001 (as subsequently modified, supplemented and/or restated (the "CREST Deed Poll"). Potential investors should note that the provisions of the CREST Deed Poll, the rules governing the operation of CREST, consisting of the documents constituting the 'CREST Manual' as issued by CREST, as amended, supplemented or replaced from time to time (together, the "CREST Manual")) and the CREST Rules (contained in the CREST Manual) contain indemnities, warranties, representations and undertakings to be given by CDI Holders and limitations on the liability of the CREST Depository. CDI Holders are bound by such provisions and may incur liabilities resulting from a breach of any such indemnities, warranties, representations and undertakings in excess of the amounts originally invested by them. As a result, the rights of, and returns received by, CDI Holders may differ from those of holders of Notes which are not represented by CDIs.
In addition, CDI Holders may be required to pay fees, charges, costs and expenses to the CREST Depository in connection with the use of the CREST International Settlement Links Service. These will include the fees and expenses charged by the CREST Depository in respect of the provision of services by it under the CREST Deed Poll and any taxes, duties, charges, costs or expenses which may be or become payable in connection with the holding of the Notes through the CREST International Settlement Links Service.
Potential investors should note that none of the Issuer, the Guarantor, the Solicitation Agent, the Trustee and the Paying Agents, or any of their respective directors, officers, employees, agents, representatives or affiliates, will have any responsibility for the performance by any intermediaries through which interests in the Notes and/or CREST Depository Interests may be held, or their respective direct or indirect participants or account holders of their respective obligations under the rules and procedures governing their operations.
Investors should consider all of these matters when considering the Consent Solicitations and the Proposed Amendments.
NOTEHOLDER PROPOSAL
Pursuant to this Notice, the Issuer has convened separate Meetings to request that Noteholders of each Series consider and agree by Extraordinary Resolution to the matters contained in the relevant Extraordinary Resolution set out below.
The Issuer, under the Noteholder Proposal, is requesting that the Noteholders of the relevant Series consider and if thought fit, pass the relevant Extraordinary Resolution. If the relevant Extraordinary Resolution is passed by the Noteholders of the relevant Series, and if the related Eligibility Condition is satisfied, the Extraordinary Resolution will be binding on all Noteholders of the relevant Series, whether present or not at the relevant Meeting and whether or not voting.
The Noteholder Proposal is being put to Noteholders for the reasons set out in "Background" above.
Eligible Noteholders are also referred to the Consent Solicitation Memorandum which provides further background to the Noteholder Proposal and the reasons therefor.
CONSENT SOLICITATION
Noteholders are further given notice that the Issuer has invited Eligible Noteholders (as defined below) of each Series (each such invitation a "Consent Solicitation") to consent to the approval, by Extraordinary Resolution at the relevant Meeting, of the modification of the terms and conditions (the "Conditions") of, and the Final Terms and the Trust Deed for, the relevant Series as described in paragraph 1 of the relevant Extraordinary Resolution as set out below, all as further described in the Consent Solicitation Memorandum.
The Consent Solicitation Memorandum and any other documents or materials relating to the Consent Solicitations are only for distribution or to be made available to persons who are (i) located and resident outside the United States and not U.S. persons or acting for the account or benefit of a U.S. person (in each case, as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the "Securities Act")), (ii) not retail investors (as defined in each Extraordinary Resolution below) and, if applicable and acting on a non-discretionary basis, who are acting on behalf of beneficial owners that are not retail investors, (iii) persons who have professional experience in matters relating to investments who fall within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or high net worth entities, and other persons to whom it may otherwise lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order, and (iv) otherwise persons to whom the relevant Consent Solicitation can be lawfully made and that may lawfully participate in the relevant Consent Solicitation (all such persons, "Eligible Noteholders").
Subject to the restrictions described in the previous paragraph, Noteholders may obtain from the date of this Notice a copy of the Consent Solicitation Memorandum from the Information and Tabulation Agent, the contact details for which are set out below. In order to receive a copy of the Consent Solicitation Memorandum, a Noteholder will be required to provide confirmation as to his or her status as an Eligible Noteholder.
EXTRAORDINARY RESOLUTION
IN RESPECT OF THE £400,000,000 4.500 per cent. guaranteed notes due 19 October 2028
"THAT this Meeting of the holders (together, the "Noteholders") of the presently outstanding £400,000,000 4.500 per cent. Guaranteed Notes due 19 October 2028 (the "Notes") of LSEG Finance plc (the "Issuer"), constituted by the trust deed dated 8 August 2023 as amended, restated, modified and/or supplemented from time to time (the "Trust Deed") made between, inter alios, the Issuer, London Stock Exchange Group plc (the "Guarantor") and HSBC Corporate Trustee Company (UK) Limited (the "Trustee") as trustee for, inter alios, the Noteholders:
1. (subject to paragraph 9 of this Extraordinary Resolution) assents to the modification of the terms and conditions of the Notes (the "Conditions"), as set out in Schedule 1 to the Trust Deed, as completed by the Final Terms applicable to the Notes dated 17 September 2025, and to consequential or related amendments to the Trust Deed and Final Terms for the Notes, as any of the same may from time to time be modified or amended and restated in accordance with the Trust Deed, such that:
a. the Specified Denominations for the Notes be £1,000 and integral multiples of £1,000 in excess thereof;
b. the Final Terms be amended to reflect that the Notes will be eligible for purchase by UK retail investors as they qualify as Plain Vanilla Listed Bonds; and
c. investors are able to hold interests in the Notes through Euroclear UK & Ireland Limited (formerly known as CRESTCo Limited) ("CREST") via the issuance of dematerialised depository interests ("CREST Depository Interests" or "CDIs"),
all as more fully set out and (where applicable) defined in the Annex to the Notice;
2. (subject to paragraph 9 of this Extraordinary Resolution) authorises, directs, requests and empowers:
(a) the Issuer, the Guarantor and the Trustee to execute a deed supplemental to the Trust Deed (the "Supplemental Trust Deed") to effect the modifications referred to in paragraph 1 of this Extraordinary Resolution, in the form or substantially in the form of the draft produced to this Meeting, with such amendments thereto (if any) as the Trustee shall require or agree to;
(b) the Issuer and the Guarantor to execute an amended and restated final terms in respect of the Notes (the "Amended and Restated Final Terms") to effect the modifications referred to in paragraph 1 of this Extraordinary Resolution, in the form or substantially in the form of the draft produced to this Meeting, with such amendments thereto (if any) as the Trustee shall require or agree to; and
(c) the Issuer and the Trustee to execute and to do all such other deeds, instruments, acts and things as may be necessary, desirable or expedient in its sole opinion to carry out and to give effect to this Extraordinary Resolution and the implementation of the modifications referred to in paragraph 1 of this Extraordinary Resolution;
3. (subject to paragraph 9 of this Extraordinary Resolution) discharges and exonerates the Trustee from all liability for which they may have become or may become responsible under the Trust Deed or the Notes or any document related thereto in respect of any act or omission in connection with the passing of this Extraordinary Resolution or its implementation, the modifications referred to in paragraph 1 of this Extraordinary Resolution or the implementation of those modifications or the executing of any deeds, agreements, documents or instructions, the performance of any acts, matters or things to be done to carry out and give effect to the matters contemplated in the Supplemental Trust Deed, the Amended and Restated Final Terms, the Notice or this Extraordinary Resolution;
4. (subject to paragraph 9 of this Extraordinary Resolution) irrevocably waives any claim that the Noteholders may have against the Trustee arising as a result of any loss or damage which they may suffer or incur as a result of the Trustee acting upon this Extraordinary Resolution (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding on the holders) and the Noteholders further confirm that the Noteholders will not seek to hold the Trustee liable for any such loss or damage;
5. (subject to paragraph 9 of this Extraordinary Resolution) expressly agrees and undertakes to indemnify and hold harmless the Trustee from and against all losses, liabilities, damages, costs, charges and expenses which may be suffered or incurred by them as a result of any claims (whether or not successful, compromised or settled), actions, demands or proceedings brought against the Trustee and against all losses, costs, charges or expenses (including legal fees) which the Trustee may suffer or incur which in any case arise as a result of the Trustee acting in accordance with the Extraordinary Resolution and the Trust Deed;
6. (subject to paragraph 9 of this Extraordinary Resolution) sanctions and assents to every abrogation, modification, compromise or arrangement in respect of the rights of the Noteholders appertaining to the Notes against the Issuer and/or the Guarantor, whether or not such rights arise under the Trust Deed, the Conditions or otherwise, involved in, resulting from or to be effected by the amendments referred to in paragraph 1 of this Extraordinary Resolution and their implementation;
7. (subject to paragraph 9 of this Extraordinary Resolution) waives any and all conditions precedent in respect of the execution and delivery of the Supplemental Trust Deed and the Amended and Restated Final Terms and implementation of this Extraordinary Resolution and authorises, requests and instructs the Trustee not to obtain a legal opinion in relation to the execution of the Supplemental Trust Deed and/or the Amended and Restated Final Terms;
8. (subject to paragraph 9 of this Extraordinary Resolution) discharges and exonerates the Issuer and the Guarantor from all liability for which it may have become or may become responsible under the Trust Deed, the Notes or any document related thereto in respect of any act or omission in connection with the passing of this Extraordinary Resolution or the executing of any deeds, agreements, documents or instructions, the performance of any acts, matters or things to be done to carry out and give effect to the matters contemplated in the Supplemental Trust Deed, the Amended and Restated Final Terms, the Notice or this Extraordinary Resolution;
9. declares that the implementation of this Extraordinary Resolution shall be conditional on:
(a) the passing of this Extraordinary Resolution; and
(b) the quorum required for, and the requisite majority of votes cast at, this Meeting being satisfied by Eligible Noteholders only, irrespective of any participation at this Meeting by Ineligible Noteholders (and would also have been so satisfied if any Ineligible Noteholders who provide confirmation of their status as Ineligible Noteholders and waive their right to attend (virtually) and vote (or be represented (virtually)) at the Meeting had actually participated at the Meeting) and further resolves that, if the Extraordinary Resolution is passed at this Meeting but such condition is not satisfied, the chairman of this Meeting and the Trustee are hereby authorised, directed, requested and empowered to adjourn this Meeting until such date, not less than 13 clear days nor more than 42 clear days later, and time and place as may be appointed by the chairman of this Meeting and approved by the Trustee, for the purpose of reconsidering resolutions 1 to 11 of this Extraordinary Resolution with the exception of resolution 9(b) of this Extraordinary Resolution, and in place of the foregoing provisions of resolution 9(b) the relevant condition will be satisfied if the quorum required for, and the requisite majority of votes cast at, the adjourned Meeting are satisfied by Eligible Noteholders only, irrespective of any participation at the adjourned Meeting by Ineligible Noteholders (and would also have been so satisfied if any Ineligible Noteholders who provide confirmation of their status as Ineligible Noteholders and waive their right to attend (virtually) and vote (or be represented (virtually)) at the adjourned Meeting had actually participated at the adjourned Meeting);
10. acknowledges that the following terms, as used in this Extraordinary Resolution, shall have the meanings given below:
"Consent Solicitation in respect of the Notes" means the invitation by the Issuer to all Eligible Noteholders to consent to the modification of the Conditions relating to the Notes and consequential or related amendments to the Trust Deed and Final Terms for the Notes, as described in the Consent Solicitation Memorandum and as the same may be amended in accordance with its terms;
"Consent Solicitation Memorandum" means the consent solicitation memorandum dated 24 March 2026 prepared by the Issuer in relation to, inter alia, the Consent Solicitation in respect of the Notes;
"Eligible Noteholder" means each Noteholder who is (a) located and resident outside the United States and not a U.S. person or acting for the account or benefit of a U.S. person (in each case, as defined in Regulation S under the Securities Act), (b) not a retail investor and, if applicable and acting on a non-discretionary basis, who is acting on behalf of a beneficial owner that is not a retail investor, (c) persons who have professional experience in matters relating to investments who fall within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or high net worth entities, and other persons to whom it may otherwise lawfully be communicated, falling within Article 49(2)(a) to (d) or the Order, and (d) otherwise a person to whom the Consent Solicitation in respect of the Notes can be lawfully made and that may lawfully participate in the Consent Solicitation in respect of the Notes;
"Ineligible Noteholder" means each Noteholder who is not an Eligible Noteholder;
"Notice" means the notice given by the Issuer to Noteholders on or around 24 March 2026;
"retail investor" means (A) a person in the EEA who is one (or both) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended or superseded, "MiFID II"); or (ii) a customer within the meaning of Directive 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (B) a person in the UK who is not 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 European Union (Withdrawal) Act 2018; and
"Securities Act" means the U.S. Securities Act of 1933, as amended.
11. agrees that capitalised terms in this document where not defined herein shall have the meanings given to them in the Trust Deed or the Notice, as applicable."
EXTRAORDINARY RESOLUTION
IN RESPECT OF THE £500,000,000 4.875 per cent. guaranteed notes due 19 september 2032
"THAT this Meeting of the holders (together, the "Noteholders") of the presently outstanding £500,000,000 4.875 per cent. Guaranteed Notes due 19 September 2032 (the "Notes") of LSEG Finance plc (the "Issuer"), constituted by the trust deed dated 8 August 2023 as amended, restated, modified and/or supplemented from time to time (the "Trust Deed") made between, inter alios, the Issuer, London Stock Exchange Group plc (the "Guarantor") and HSBC Corporate Trustee Company (UK) Limited (the "Trustee") as trustee for, inter alios, the Noteholders:
1. (subject to paragraph 9 of this Extraordinary Resolution) assents to the modification of the terms and conditions of the Notes (the "Conditions"), as set out in Schedule 1 to the Trust Deed, as completed by the Final Terms applicable to the Notes dated 17 September 2025, and to consequential or related amendments to the Trust Deed and Final Terms for the Notes, as any of the same may from time to time be modified or amended and restated in accordance with the Trust Deed, such that:
a. the Specified Denominations for the Notes be £1,000 and integral multiples of £1,000 in excess thereof;
b. the Final Terms be amended to reflect that the Notes will be eligible for purchase by UK retail investors as they qualify as Plain Vanilla Listed Bonds; and
c. investors are able to hold interests in the Notes through Euroclear UK & Ireland Limited (formerly known as CRESTCo Limited) ("CREST") via the issuance of dematerialised depository interests ("CREST Depository Interests" or "CDIs"),
all as more fully set out and (where applicable) defined in the Annex to the Notice;
2. (subject to paragraph 9 of this Extraordinary Resolution) authorises, directs, requests and empowers:
(a) the Issuer, the Guarantor and the Trustee to execute a deed supplemental to the Trust Deed (the "Supplemental Trust Deed") to effect the modifications referred to in paragraph 1 of this Extraordinary Resolution, in the form or substantially in the form of the draft produced to this Meeting, with such amendments thereto (if any) as the Trustee shall require or agree to;
(b) the Issuer and the Guarantor to execute an amended and restated final terms in respect of the Notes (the "Amended and Restated Final Terms") to effect the modifications referred to in paragraph 1 of this Extraordinary Resolution, in the form or substantially in the form of the draft produced to this Meeting, with such amendments thereto (if any) as the Trustee shall require or agree to; and
(c) the Issuer and the Trustee to execute and to do all such other deeds, instruments, acts and things as may be necessary, desirable or expedient in its sole opinion to carry out and to give effect to this Extraordinary Resolution and the implementation of the modifications referred to in paragraph 1 of this Extraordinary Resolution;
3. (subject to paragraph 9 of this Extraordinary Resolution) discharges and exonerates the Trustee from all liability for which they may have become or may become responsible under the Trust Deed or the Notes or any document related thereto in respect of any act or omission in connection with the passing of this Extraordinary Resolution or its implementation, the modifications referred to in paragraph 1 of this Extraordinary Resolution or the implementation of those modifications or the executing of any deeds, agreements, documents or instructions, the performance of any acts, matters or things to be done to carry out and give effect to the matters contemplated in the Supplemental Trust Deed, the Amended and Restated Final Terms, the Notice or this Extraordinary Resolution;
4. (subject to paragraph 9 of this Extraordinary Resolution) irrevocably waives any claim that the Noteholders may have against the Trustee arising as a result of any loss or damage which they may suffer or incur as a result of the Trustee acting upon this Extraordinary Resolution (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding on the holders) and the Noteholders further confirm that the Noteholders will not seek to hold the Trustee liable for any such loss or damage;
5. (subject to paragraph 9 of this Extraordinary Resolution) expressly agrees and undertakes to indemnify and hold harmless the Trustee from and against all losses, liabilities, damages, costs, charges and expenses which may be suffered or incurred by them as a result of any claims (whether or not successful, compromised or settled), actions, demands or proceedings brought against the Trustee and against all losses, costs, charges or expenses (including legal fees) which the Trustee may suffer or incur which in any case arise as a result of the Trustee acting in accordance with the Extraordinary Resolution and the Trust Deed;
6. (subject to paragraph 9 of this Extraordinary Resolution) sanctions and assents to every abrogation, modification, compromise or arrangement in respect of the rights of the Noteholders appertaining to the Notes against the Issuer and/or the Guarantor, whether or not such rights arise under the Trust Deed, the Conditions or otherwise, involved in, resulting from or to be effected by the amendments referred to in paragraph 1 of this Extraordinary Resolution and their implementation;
7. (subject to paragraph 9 of this Extraordinary Resolution) waives any and all conditions precedent in respect of the execution and delivery of the Supplemental Trust Deed and the Amended and Restated Final Terms and implementation of this Extraordinary Resolution and authorises, requests and instructs the Trustee not to obtain a legal opinion in relation to the execution of the Supplemental Trust Deed and/or the Amended and Restated Final Terms;
8. (subject to paragraph 9 of this Extraordinary Resolution) discharges and exonerates the Issuer and the Guarantor from all liability for which it may have become or may become responsible under the Trust Deed, the Notes or any document related thereto in respect of any act or omission in connection with the passing of this Extraordinary Resolution or the executing of any deeds, agreements, documents or instructions, the performance of any acts, matters or things to be done to carry out and give effect to the matters contemplated in the Supplemental Trust Deed, the Amended and Restated Final Terms, the Notice or this Extraordinary Resolution;
9. declares that the implementation of this Extraordinary Resolution shall be conditional on:
(a) the passing of this Extraordinary Resolution; and
(b) the quorum required for, and the requisite majority of votes cast at, this Meeting being satisfied by Eligible Noteholders only, irrespective of any participation at this Meeting by Ineligible Noteholders (and would also have been so satisfied if any Ineligible Noteholders who provide confirmation of their status as Ineligible Noteholders and waive their right to attend (virtually) and vote (or be represented (virtually)) at the Meeting had actually participated at the Meeting) and further resolves that, if the Extraordinary Resolution is passed at this Meeting but such condition is not satisfied, the chairman of this Meeting and the Trustee are hereby authorised, directed, requested and empowered to adjourn this Meeting until such date, not less than 13 clear days nor more than 42 clear days later, and time and place as may be appointed by the chairman of this Meeting and approved by the Trustee, for the purpose of reconsidering resolutions 1 to 11 of this Extraordinary Resolution with the exception of resolution 9(b) of this Extraordinary Resolution, and in place of the foregoing provisions of resolution 9(b) the relevant condition will be satisfied if the quorum required for, and the requisite majority of votes cast at, the adjourned Meeting are satisfied by Eligible Noteholders only, irrespective of any participation at the adjourned Meeting by Ineligible Noteholders (and would also have been so satisfied if any Ineligible Noteholders who provide confirmation of their status as Ineligible Noteholders and waive their right to attend (virtually) and vote (or be represented (virtually)) at the adjourned Meeting had actually participated at the adjourned Meeting);
10. acknowledges that the following terms, as used in this Extraordinary Resolution, shall have the meanings given below:
"Consent Solicitation in respect of the Notes" means the invitation by the Issuer to all Eligible Noteholders to consent to the modification of the Conditions relating to the Notes and consequential or related amendments to the Trust Deed and Final Terms for the Notes, as described in the Consent Solicitation Memorandum and as the same may be amended in accordance with its terms;
"Consent Solicitation Memorandum" means the consent solicitation memorandum dated 24 March 2026 prepared by the Issuer in relation to, inter alia, the Consent Solicitation in respect of the Notes;
"Eligible Noteholder" means each Noteholder who is (a) located and resident outside the United States and not a U.S. person or acting for the account or benefit of a U.S. person (in each case, as defined in Regulation S under the Securities Act), (b) not a retail investor and, if applicable and acting on a non-discretionary basis, who is acting on behalf of a beneficial owner that is not a retail investor, (c) persons who have professional experience in matters relating to investments who fall within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or high net worth entities, and other persons to whom it may otherwise lawfully be communicated, falling within Article 49(2)(a) to (d) or the Order, and (d) otherwise a person to whom the Consent Solicitation in respect of the Notes can be lawfully made and that may lawfully participate in the Consent Solicitation in respect of the Notes;
"Ineligible Noteholder" means each Noteholder who is not an Eligible Noteholder;
"Notice" means the notice given by the Issuer to Noteholders on or around 24 March 2026;
"retail investor" means (A) a person in the EEA who is one (or both) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended or superseded, "MiFID II"); or (ii) a customer within the meaning of Directive 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (B) a person in the UK who is not 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 European Union (Withdrawal) Act 2018; and
"Securities Act" means the U.S. Securities Act of 1933, as amended.
11. agrees that capitalised terms in this document where not defined herein shall have the meanings given to them in the Trust Deed or the Notice, as applicable."
INELIGIBLE NOTEHOLDERS
Submission of Ineligible Holder Instructions
Any Noteholder that is not an Eligible Noteholder may not participate in the Consent Solicitations. However, any Ineligible Noteholder may deliver, or arrange to have delivered on its behalf, a valid Ineligible Holder Instruction (as defined below).
In respect of any Notes held through Euroclear Bank SA/NV ("Euroclear") or Clearstream Banking S.A. ("Clearstream, Luxembourg" and, together with Euroclear, the "Clearing Systems"), the submission of Ineligible Holder Instructions will have occurred upon receipt by the Information and Tabulation Agent from Euroclear or Clearstream, Luxembourg, as applicable, of a valid instruction (an "Ineligible Holder Instruction") submitted in accordance with the requirements of Euroclear or Clearstream, Luxembourg, as applicable. Each such Ineligible Holder Instruction must specify, among other things, the aggregate principal amount of the Notes of the relevant Series which are subject to such Ineligible Holder Instruction, and the securities account number at the relevant Clearing System in which the relevant Notes are held. The receipt of such Ineligible Holder Instruction by the relevant Clearing System will be acknowledged in accordance with the standard practices of such Clearing System and will result in the blocking of the relevant Notes in the relevant Ineligible Noteholder's account with such Clearing System so that no transfers may be effected in relation to such Notes until the earlier of (i) the date on which the relevant Ineligible Holder Instruction is validly revoked (including the automatic revocation of such Ineligible Holder Instruction on the termination of the related Consent Solicitation in accordance with the terms of the relevant Consent Solicitation) and (ii) the conclusion of the relevant Meeting (or, if applicable, any relevant adjourned Meeting).
Only Direct Participants (as defined under "Voting and Quorum" below) may submit Ineligible Holder Instructions. Each beneficial owner of Notes who is an Ineligible Noteholder and is not a Direct Participant, must arrange for the Direct Participant through which such beneficial owner of Notes who is an Ineligible Noteholder holds its Notes to submit an Ineligible Holder Instruction on its behalf to the relevant Clearing System before the deadlines specified by the relevant Clearing System.
By delivering, or arranging for the delivery on its behalf, of an Ineligible Holder Instruction in accordance with the procedures described below, a Noteholder shall (A) waive its right to attend (virtually) and vote (or be represented (virtually)) at the relevant Meeting (as the consequence of the eligibility condition set out in paragraph 9(b) of the relevant Extraordinary Resolution is that such Extraordinary Resolution will only be implemented where it is passed irrespective of any participation at the relevant Meeting by Ineligible Noteholders, such that the attendance and voting at the relevant Meeting by an Ineligible Noteholder will be of no consequence for such implementation) and (B) agree, acknowledge, represent, warrant and undertake to the Issuer, the Guarantor, the Trustee, the Principal Paying Agent, the Solicitation Agent and the Information and Tabulation Agent at (i) the time of submission of such Ineligible Holder Instruction, (ii) the Expiration Date, (iii) the time of the relevant Meeting and at the time of any adjourned Meeting and (iv) the Implementation Date (and if a Noteholder or Direct Participant (as defined below) on behalf of any Noteholder is unable to make any such agreement or acknowledgement or give any such representation, warranty or undertaking, such Noteholder or Direct Participant should contact the Information and Tabulation Agent immediately) that:
(a) It is an Ineligible Noteholder.
(b) It is not a person or entity (a "Person") (A) that is, or is directly or indirectly owned or controlled by a Person that is, described or designated in (i) the most current "Specially Designated Nationals and Blocked Persons" list (which as of the date hereof can be found at: https://sanctionslist.ofac.treas.gov/Home/SdnList) or (ii) the Foreign Sanctions Evaders List (which as of the date hereof can be found at: https://sanctionslist.ofac.treas.gov/Home/ConsolidatedList) or (iii) the most current "Consolidated list of persons, groups and entities subject to EU financial sanctions" (which as of the date hereof can be found at: https://data.europa.eu/data/datasets/consolidated-list-of-persons-groups-and-entities-subject-to-eu-financial-sanctions?locale=en) or (iv) the most current "UK sanctions list" (which as of the date hereof can be found at: https://www.gov.uk/government/publications/the-uk-sanctions-list); or (B) that is otherwise the subject of any sanctions administered or enforced by any Sanctions Authority, other than solely by virtue of their inclusion in: (i) the most current "Sectoral Sanctions Identifications" list (which as of the date hereof can be found at: https://www.treasury.gov/ofac/downloads/ssi/ssilist.pdf) (the "SSI List"), (ii) Annexes 3, 4, 5 and 6 of Council Regulation No. 833/2014, as amended from time to time including by Council Regulation No. 960/2014 and Council Regulation (EU) No 1290/2014 and Council Regulation (EU) No 2015/1797 and Council Regulation (EU) No 2017/2212 (the "EU Annexes"), or (iii) any other list maintained by a Sanctions Authority, with similar effect to the SSI List or the EU Annexes. For these purposes "Sanctions Authority" means each of: (i) the United States government; (ii) the United Nations; (iii) the European Union (or any of its member states); (iv) the United Kingdom; (v) any other equivalent governmental or regulatory authority, institution or agency which administers economic, financial or trade sanctions; and (vi) the respective governmental institutions and agencies of any of the foregoing including, without limitation, the Office of Foreign Assets Control of the US Department of the Treasury, the United States Department of State, the United States Department of Commerce, the Foreign, Commonwealth and Development Office and His Majesty's Treasury.
(c) It has undertaken all appropriate analysis of the implications of the relevant Consent Solicitation without reliance on the Issuer, the Guarantor, the Trustee, the Principal Paying Agent, the Solicitation Agent or the Information and Tabulation Agent.
(d) It has observed the laws of all relevant jurisdictions, obtained all requisite governmental, exchange control or other required consents, complied with all requisite formalities and paid any issue, transfer or other taxes or requisite payments due from it in each respect in connection with its Ineligible Holder Instruction and/or the relevant Extraordinary Resolution in any jurisdiction and that it has not taken or omitted to take any action in breach of the representations or which will or may result in the Issuer, the Guarantor, the Solicitation Agent, the Information and Tabulation Agent or any other person acting in breach of the legal or regulatory requirements of any such jurisdiction in connection with the relevant Extraordinary Resolution.
(e) Its Ineligible Holder Instruction is made on the terms and conditions set out in this Notice and therein.
(f) Its Ineligible Holder Instruction is being submitted in compliance with the applicable laws or regulations of the jurisdiction in which the Noteholder is located or in which it is resident or located and no registration, approval or filing with any regulatory authority of such jurisdiction is required in connection with such Ineligible Holder Instruction.
(g) It holds and will hold, until the earlier of (i) the date on which its Ineligible Holder Instruction is validly revoked, and (ii) conclusion of the relevant Meeting or (if applicable) any relevant adjourned Meeting, as the case may be, the Notes the subject of the Ineligible Holder Instruction, in the relevant Clearing System and in accordance with the requirements of the relevant Clearing System and by the deadline required by the relevant Clearing System, it has submitted, or has caused to be submitted, an Ineligible Holder Instruction to the relevant Clearing System, as the case may be, to authorise the blocking of such Notes with effect on and from the date thereof so that no transfers of such Notes may be effected until the occurrence of any of the events listed in (i) or (ii) above.
(h) It acknowledges that none of the Issuer, the Guarantor, the Trustee, the Solicitation Agent, the Information and Tabulation Agent and the Principal Paying Agent or any of their respective affiliates, directors, officers, employees, representatives or agents has made any recommendation as to whether to vote on the relevant Extraordinary Resolution and it represents that it has made its own decision with regard to the relevant Extraordinary Resolution based on any independent legal, financial, tax or other advice that it has deemed necessary to seek.
(i) It acknowledges that all authority conferred or agreed to be conferred pursuant to these acknowledgements, representations, warranties and undertakings and every obligation of the Noteholder offering to waive its right to vote on the relevant Extraordinary Resolution shall to the extent permitted by applicable law be binding upon the successors, assigns, heirs, executors, trustees in bankruptcy and legal representatives of the Noteholder waiving its right to vote on the relevant Extraordinary Resolution and shall not be affected by, and shall survive, the death or incapacity of the Noteholder waiving its right to vote on the relevant Extraordinary Resolution, as the case may be.
(j) It acknowledges that the Notes have not been and will not be registered under the Securities Act, or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons, unless an exemption from the registration requirements of the Securities Act is available (terms used in this paragraph that are, unless otherwise specified, defined in Regulation S under the Securities Act are used as defined in Regulation S).
(k) The information given by or on behalf of such Noteholder in the Ineligible Holder Instruction is true and will be true in all respects at the time of the relevant Meeting (or any relevant adjourned Meeting).
(l) No information has been provided to it by the Issuer, the Guarantor, the Trustee, the Solicitation Agent or the Information and Tabulation Agent, or any of their respective affiliates, directors, officers, employees, representatives or agents, with regard to the tax consequences for Noteholders arising from the participation in any Meeting or the implementation of any Extraordinary Resolution, and it acknowledges that it is solely liable for any taxes and similar or related payments imposed on it under the laws of any applicable jurisdiction as a result of its submission of the Ineligible Holder Instruction, and agrees that it will not and does not have any right of recourse (whether by way of reimbursement, indemnity or otherwise) against the Issuer, the Guarantor, the Trustee, the Solicitation Agent or the Information and Tabulation Agent, or any of their respective affiliates, directors, officers, employees, representatives or agents, or any other person, in respect of such taxes and payments.
The representation set out in paragraph (b) above shall not be sought or given at any time after such representation is first made if and to the extent that it is or would be unenforceable by reason of breach of (i) any provision of Council Regulation (EC) No 2271/1996 of 22 November 1996 (as amended) (or any law or regulation implementing such Regulation in any member state of the European Union) or (ii) Council Regulation (EC) No 2271/1996 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018.
If the relevant Ineligible Noteholder is unable to give any of the representations and warranties described above, such Ineligible Noteholder should contact the Information and Tabulation Agent.
Each Ineligible Noteholder submitting an Ineligible Holder Instruction in accordance with its terms shall have agreed to indemnify the Issuer, the Guarantor, the Solicitation Agent, the Information and Tabulation Agent, the Principal Paying Agent, the Trustee and each of their respective affiliates, directors, officers, employees, representatives or agents against all and any losses, costs, fees, claims, liabilities, expenses, charges, actions or demands which any of them may incur or which may be made against any of them as a result of any breach of any of the terms of, or any of the representations, warranties and/or undertakings given pursuant to, such instruction by such Noteholder.
All questions as to the validity, form and eligibility (including the time of receipt) of any Ineligible Holder Instructions or revocation or revision thereof or delivery of Ineligible Holder Instructions will be determined by the Issuer in its sole discretion, which determination will be final and binding. The Issuer reserves the absolute right to reject any and all Ineligible Holder Instructions not in a form which is, in the opinion of the Issuer, lawful. The Issuer also reserves the absolute right to waive defects in Ineligible Holder Instructions with regard to any Notes. None of the Issuer, the Guarantor, the Solicitation Agent, the Trustee, the Principal Paying Agent or the Information and Tabulation Agent shall be under any duty to give notice to Noteholders or beneficial owners of Notes of any irregularities in Ineligible Holder Instructions; nor shall any of them incur any liability for failure to give notification of any material amendments to the terms and conditions of the Consent Solicitations.
REQUIREMENTS OF U.S. SECURITIES LAWS
In the event the Extraordinary Resolution in respect of a Series is passed and implemented, the Supplemental Trust Deed relating to the relevant Series will contain a statement that, until the expiry of the period of 40 days after the date of the Supplemental Trust Deed, sales of the Notes of the relevant Series may not be made in the United States or to U.S. persons unless made outside the United States pursuant to Rules 903 and 904 of Regulation S under the Securities Act.
GENERAL INFORMATION
The attention of Noteholders is particularly drawn to the quorum required for the Noteholders Meetings and for any adjourned Meeting which is set out in paragraphs 1, 2, 3, 4 and 5 of "Voting and Quorum" below. Having regard to such requirements, Noteholders are strongly urged either to attend (virtually) the relevant Meeting or to take steps to be represented (virtually) at the relevant Meeting (including by way of submitting a Consent Instruction or Ineligible Holder Instruction) as soon as possible.
Voting and Quorum
Noteholders who have submitted and not revoked a valid Consent Instruction or Ineligible Holder Instruction in respect of the relevant Extraordinary Resolution by 5.00 p.m. (London time) on 13 April 2026 (the "Expiration Deadline"), by which they will (i) (in the case of Consent Instructions) have given instructions for the appointment by the Principal Paying Agent of one or more representatives of the Information and Tabulation Agent as their proxy to vote in the manner specified or identified in such Consent Instruction at the relevant Meeting (or any adjourned such Meeting) or (ii) (in the case of Ineligible Holder Instructions) waived such rights, need take no further action to be represented at the relevant Meeting (or any such adjourned such Meeting).
Noteholders who have not submitted, or who have submitted and revoked, a Consent Instruction or Ineligible Holder Instruction in respect of the relevant Extraordinary Resolution by the Expiration Deadline should take note of the provisions set out below detailing how such Noteholders can attend or take steps to be represented (virtually) at the relevant Meeting (references to which, for the purposes of such provisions, include, unless the context otherwise requires, any adjourned such Meeting).
1. Subject as set out below, the provisions governing the convening and holding of each Meeting are set out in Schedule 4 (Provisions for Meetings of Noteholders) to the Trust Deed, a copy of which is available for viewing by the Noteholders during normal business hours at the specified offices of the Principal Paying Agent on any weekday (public holidays excepted) and may be obtained from the Principal Paying Agent by email.
All of the Notes of each Series are represented by a global Note and are held by a common depositary for Euroclear and Clearstream, Luxembourg. For the purpose of the Meetings, a "Direct Participant" shall mean each person who is for the time being shown in the records of Euroclear or Clearstream, Luxembourg as the holder of a particular principal amount outstanding of the Notes.
Each person (a "beneficial owner") who is the owner of a particular principal amount of the Notes through Euroclear, Clearstream, Luxembourg or a Direct Participant, should note that a beneficial owner will only be entitled to attend (virtually) and vote at the relevant Meeting in accordance with the procedures set out below and where a beneficial owner is not a Direct Participant it will need to make the necessary arrangements, either directly or with the intermediary through which it holds its Notes, for the Direct Participant to complete these procedures on its behalf by all applicable deadlines.
A Direct Participant or beneficial owner of Notes wishing to attend (virtually) a Meeting in person must produce at the Meeting a valid voting certificate or certificates issued by the Principal Paying Agent relating to the Notes in respect of which such Direct Participant or beneficial owner wishes to vote.
A Direct Participant not wishing to attend (virtually) a Meeting in person may (or the beneficial owner of the relevant Notes may arrange for the relevant Direct Participant on its behalf to) give a voting instruction (by giving an electronic instruction to block its Notes and to vote in respect of the relevant Meeting to Euroclear or Clearstream, Luxembourg in accordance with the procedures of Euroclear or Clearstream, Luxembourg, as applicable) requiring the Principal Paying Agent to include the votes attributable to its Notes in a block voting instruction issued by the Principal Paying Agent for the relevant Meeting or any adjourned such Meeting, and the Principal Paying Agent shall appoint the Information and Tabulation Agent as their proxy to attend (virtually) and vote at the relevant Meeting in accordance with such Direct Participant's instructions. A Direct Participant holding Notes and not wishing to attend (virtually) a Meeting in person may alternatively deliver its valid voting certificate(s) to the person whom it wishes to attend (virtually) the relevant Meeting on its behalf.
Beneficial owners or their Direct Participants must have made arrangements to vote with the relevant Clearing System by not later than 48 hours before the time fixed for the relevant Meeting (or any adjourned such Meeting) and within the relevant time limit specified by the relevant Clearing System (who may set a significantly earlier deadline) and request or make arrangements for the relevant Clearing System to block the Notes in the relevant Direct Participant's account and to hold the same to the order or under the control of the Principal Paying Agent.
Notes blocked as set out above will not be released until the earlier of (i) the date on which the relevant electronic voting and blocking instruction is validly revoked (including its automatic revocation on the termination of the related Consent Solicitation); (ii) the conclusion of the relevant Meeting (or, if applicable, any adjourned such Meeting); and (iii) not less than 48 hours before the time for which the relevant Meeting (or, if applicable, any adjourned such Meeting) is convened, the notification in writing of any revocation of a Direct Participant's previous instructions to the relevant Paying Agent.
Noteholders should note that the timings and procedures set out in this notice reflect the requirements for Noteholders' Meetings set out in the Trust Deed, but that the Clearing Systems and the relevant intermediaries may have their own additional requirements as to timings and procedures for voting on the relevant Extraordinary Resolution. Accordingly, Noteholders wishing to vote in respect of the relevant Extraordinary Resolution are strongly urged either to contact their custodian (in the case of a beneficial owner whose Notes are held in book-entry form by a custodian) or the relevant Clearing System (in the case of a Noteholder whose Notes are held in book-entry form directly in the relevant Clearing System), as soon as possible.
The Issuer has determined that the Meetings be held virtually rather than physically in person and, in accordance with the provisions of the Trust Deed, has requested that the Trustee prescribe appropriate regulations regarding the holding of the Meetings. Each Meeting will be held virtually using a platform hosted by the chairman of the relevant Meeting to allow attendees to participate electronically. Details for accessing the relevant Meeting will be made available to proxies who have been duly appointed under a block voting instruction and to holders of voting certificates, in each case issued in accordance with the procedures set out in this Notice. Any Noteholders who indicate to the Information and Tabulation Agent that they wish to participate electronically in, or otherwise be represented at, the relevant Meeting (rather than being represented by the Information and Tabulation Agent pursuant to a block voting instruction as described above) will be provided with further details about attending (virtually) the relevant Meeting.
All references in this Notice to attendance or voting "in person" shall refer to the attendance or voting at the relevant Meeting virtually.
2. The quorum at any Meeting for passing the relevant Extraordinary Resolution shall (subject as provided below) be one or more persons present and holding or representing in the aggregate not less than a clear majority of the aggregate nominal amount of the relevant Series for the time being outstanding (as defined in the Trust Deed). If a quorum is not present within 15 minutes (or such longer period not exceeding 30 minutes as the chairman may decide) after the time fixed for a Meeting, the relevant Meeting will be adjourned until such date, not less than 13 clear days nor more than 42 clear days later, and such time as may be appointed by the chairman of the relevant Meeting and approved by the Trustee. In addition, if the quorum required for, and the requisite majority of votes cast at, the relevant Meeting is satisfied but the Eligibility Condition in respect of such Meeting is not satisfied, the chairman of the relevant Meeting will adjourn the relevant Meeting until such date, not less than 13 clear days nor more than 42 clear days later, and such time as may be appointed by the chairman of the Meeting and approved by the Trustee. The relevant Extraordinary Resolution will then be considered at an adjourned Meeting (notice of which will be given to the Noteholders of the relevant Series). At any adjourned Meeting, one or more persons being or representing Noteholders of the relevant Series whatever the nominal amount of the relevant Series held or represented shall (subject as provided below) form a quorum and shall have the power to pass the Extraordinary Resolution.
3. To be passed at the relevant Meeting, an Extraordinary Resolution requires a majority in favour consisting of not less than three-quarters of the votes cast at such Meeting.
The question submitted to the relevant Meeting shall be decided in the first instance by a show of hands unless a poll is (before, or on the declaration of the result of, the show of hands) demanded by the chairman of the Meeting, the Issuer, the Trustee or by one or more Voters (whatever the aggregate principal amount of the Notes so held or represented by them).
At each Meeting, (A) on a show of hands every person who is present in person (virtually) and who produces a voting certificate or is a proxy or representative has one vote and (B) on a poll every such person has one vote in respect of each £1,000 of principal amount of Notes so represented by the voting certificate so produced or for which he is a proxy or representative.
At any Meeting a declaration by the Chairman that a resolution has or has not been passed shall be conclusive evidence of the fact without proof of the number or proportion of the votes cast in favour of or against such resolution.
4. The implementation of each Consent Solicitation and the related Extraordinary Resolution will be conditional on:
(a) the passing of the relevant Extraordinary Resolution; and
(b) the quorum required for, and the requisite majority of votes cast at, the relevant Meeting being satisfied by Eligible Noteholders only, irrespective of any participation at the relevant Meeting by Ineligible Noteholders (and would also have been so satisfied if any Ineligible Noteholders who provide confirmation only of their status as Ineligible Noteholders and waive their right to attend (virtually) and vote (or be represented (virtually)) at the relevant Meeting had actually participated at such Meeting), including, if applicable, the satisfaction of such condition at an adjourned Meeting (the "Eligibility Condition"),
(together, the "Consent Conditions").
5. If passed, the Extraordinary Resolution passed at the Meeting will be binding upon all the Noteholders of the relevant Series, whether present or not at the relevant Meeting and whether or not voting.
Documents Available for Inspection
Copies of items (a) to (d) below (together, the "Noteholder Information") will be available from the date of this Notice, for inspection during normal business hours at the specified offices of the Principal Paying Agent on any weekday (public holidays excepted) and on the Transaction Website (https://projects.sodali.com/lseg).
(a) this Notice;
(b) the current draft of the Supplemental Trust Deed as referred to in the relevant Extraordinary Resolution set out above (the "Supplemental Trust Deed");
(c) the current drafts of each Amended and Restated Final Terms as referred to in the relevant Extraordinary Resolution set out above (the "Amended and Restated Final Terms"); and
(d) such other ancillary documents as may be approved by the Trustee and/or such other relevant party as are necessary or desirable to give effect to the Noteholder Proposal in full.
This Notice should be read in conjunction with the Noteholder Information.
The Noteholder Information may be supplemented from time to time. Existing Noteholders should note that the Supplemental Trust Deed and each Amended and Restated Final Terms may be subject to amendment (where such amendments are in line with the Proposed Amendments) up until 7 days prior to the date fixed for the relevant initial Meeting. Should such amendments be made, blacklined copies (showing the changes from the originally available Supplemental Trust Deed or Amended and Restated Final Terms, as the case may be) and clean versions will be available from the Information and Tabulation Agent (including on the Transaction Website (https://projects.sodali.com/lseg)).
Existing Noteholders will be informed of any such amendments to the Supplemental Trust Deed or Amended and Restated Final Terms by announcements released on the regulatory news service of the London Stock Exchange.
CONTACT INFORMATION
Further information relating to the Proposed Amendments can be obtained from the Solicitation Agent directly:
THE SOLICITATION AGENT
Lloyds Bank Corporate Markets plc
33 Old Broad Street
London EC2N 1HZ
United Kingdom
Attention: Liability Management Group
Telephone: +44 20 7158 1726
Email: lbcmliability.management@lloydsbanking.com
The contact details for the Information and Tabulation Agent, the Principal Paying Agent and the Trustee are set out below:
THE INFORMATION AND TABULATION AGENT
Sodali & Co Limited
The Leadenhall Building
122 Leadenhall Street
London EC3V 4AB
United Kingdom
Telephone: +44 20 4513 6933
Email: lseg@investor.sodali.com
Transaction Website: https://projects.sodali.com/lseg
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THE TRUSTEE HSBC Corporate Trustee Company (UK) Limited 8 Canada Square London E14 5HQ United Kingdom |
THE PRINCIPAL PAYING AGENT HSBC Bank plc 8 Canada Square London E14 5HQ United Kingdom |
Noteholders whose Notes are held by Euroclear or Clearstream, Luxembourg should contact the Information and Tabulation Agent at the address details above for further information on the process for voting at the Meeting.
ANNOUNCEMENTS
If the Issuer and/or LSEG plc is/are required to make an announcement relating to matters set out in this Notice, any such announcement will be made in accordance with all applicable rules and regulations via notices to the Clearing Systems for communication to Noteholders and an announcement released on the regulatory news service of the London Stock Exchange.
This Notice is given by:
LSEG Finance plc
Dated: 24 March 2026
Annex to the Notice of Noteholder Meetings of 2028 Noteholders and 2032 Noteholders
AMENDMENTS TO THE CONDITIONS IN RESPECT OF EACH SERIES
PART 1
2028 NOTES
The following amendments will be made to the Final Terms for the 2028 Notes, which complete the Conditions for the 2028 Notes:
1. The legend titled "Prohibition of Sales to UK Retail Investors" included on the front of the Final Terms for the 2028 Notes shall be deleted, and the item specifying "Prohibition of Sales to UK Retail Investors" in Part B of the Final Terms shall be specified to be "Not Applicable".
2. The legend titled "UK MIFIR Product governance / Professional investors and ECPs only target market" shall be deleted and replaced with the following:
UK MIFIR product governance / Professional investors and ECPs, and also UK retail investors target market - Solely for the purposes of the 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 professional clients, 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 European Union (Withdrawal) Act 2018 ("EUWA") ("professional client"), and eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook and also UK retail clients (for these purposes, a retail client means a person who is not a professional client); and (ii) all channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturer's target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels.
3. The Specified Denominations included in paragraph 6(i) of Part A of the Final Terms for the 2028 Notes shall be deleted and replaced with the following:
(i) £1,000 and integral multiples of £1,000 in excess thereof
4. The words "Not Applicable" shall be deleted from the item specifying "Any clearing system(s) other than Euroclear Bank SA/NV and Clearstream Banking S.A. and the relevant identification number(s)" in Part B of the Final Terms for the 2028 Notes and the following language shall be inserted:
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Any clearing system(s) other than Euroclear Bank SA/NV and Clearstream Banking S.A. and the relevant identification number(s): |
The Notes will also be made eligible for Euroclear UK & Ireland Limited (formerly known as CRESTCo Limited) via the issue of dematerialised depository interests representing the Notes |
PART 2
2032 NOTES
The following amendments will be made to the Final Terms for the 2032 Notes, which complete the Conditions for the 2032 Notes:
1. The legend titled "Prohibition of Sales to UK Retail Investors" included on the front of the Final Terms for the 2032 Notes shall be deleted, and the item specifying "Prohibition of Sales to UK Retail Investors" in Part B of the Final Terms shall be specified to be "Not Applicable".
2. The legend titled "UK MIFIR Product governance / Professional investors and ECPs only target market" shall be deleted and replaced with the following:
UK MIFIR product governance / Professional investors and ECPs, and also UK retail investors target market - Solely for the purposes of the 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 professional clients, 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 European Union (Withdrawal) Act 2018 ("EUWA") ("professional client"), and eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook and also UK retail clients (for these purposes, a retail client means a person who is not a professional client); and (ii) all channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturer's target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels.
3. The Specified Denominations included in paragraph 6(i) of Part A of the Final Terms for the 2032 Notes shall be deleted and replaced with the following:
(i) £1,000 and integral multiples of £1,000 in excess thereof
4. The words "Not Applicable" shall be deleted from the item specifying "Any clearing system(s) other than Euroclear Bank SA/NV and Clearstream Banking S.A. and the relevant identification number(s)" in Part B of the Final Terms for the 2032 Notes and the following language shall be inserted:
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Any clearing system(s) other than Euroclear Bank SA/NV and Clearstream Banking S.A. and the relevant identification number(s): |
The Notes will also be made eligible for Euroclear UK & Ireland Limited (formerly known as CRESTCo Limited) via the issue of dematerialised depository interests representing the Notes |
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