EXECUTION VERSION

Dated 11 May 2020

SIGNIFY N.V.
as Issuer
and

CITICORP TRUSTEE COMPANY LIMITED
as Trustee
and

CITIBANK, N.A., LONDON BRANCH
as Principal Paying Agent and Calculation AgentandOTHERSAGENCY AGREEMENT
relating to€675,000,000 2.000 per cent. Fixed Rate Notes due 2024

Ref: L-293866
Linklaters LLP

Table of Contents
Contents

Page

1

Definitions and Interpretation ............................................................................................ 1

2

Appointment of Agents....................................................................................................... 33

Authentication, Effectuation and Delivery of Notes ........................................................ 4

4

Payment to the Principal Paying Agent ............................................................................ 5

5

Notification of Non-Receipt of Payment ........................................................................... 6

6

Duties of the Principal Paying Agent ................................................................................ 6

7

Trustee’s Requirements regarding Agents ....................................................................... 7

8

Notice of any Withholding or Deduction .......................................................................... 8

9Determination and Notification of Interest Payable and Make-Whole Redemption
Amount ............................................................................................................................................. 8
10
Redemption for Taxation Reasons, Redemption at the option of the Issuer andRedemption at the option of Noteholders .................................................................................... 8
11

Publication and Receipt of Notices ................................................................................... 9

12

Cancellation of Notes and Coupons ............................................................................... 10

13

Issue of Replacement Notes and Coupons .................................................................... 10

14

Records and Certificates .................................................................................................. 11

15

Copies of the Trust Deed and the Agreements available for inspection ..................... 12

16

Commissions and Expenses ........................................................................................... 12

17

Indemnity ........................................................................................................................... 12

18

Repayment by Principal Paying Agent ........................................................................... 13

19

Conditions of Appointment .............................................................................................. 13

20

Information Covenant ....................................................................................................... 15

21

Communication with Agents ............................................................................................ 15

22

Termination of Appointment ............................................................................................ 15

23

Illegality .............................................................................................................................. 18

24

Meetings of Noteholders .................................................................................................. 18

25

Notice to Noteholders ....................................................................................................... 18

26

Notices ............................................................................................................................... 18

27

Taxes and Stamp Duties ................................................................................................... 19

28

Amendments ..................................................................................................................... 20

29

Contracts (Rights of Third Parties) Act 1999 ................................................................. 21

30

General ............................................................................................................................... 21

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i31

Governing law and Submission to Jurisdiction............................................................. 21

Schedule 1 Additional Duties of the Principal Paying Agent .................................................... 23
Schedule 2 Form of Change of Control Put Notice .................................................................... 24

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iiThis Agreement is dated 11 May 2020 and made among:(1)

SIGNIFY N.V. a public limited liability company (naamloze vennootschap) incorporated
under the laws of the Netherlands, having its official seat (statutaire zetel) in Eindhoven,
the Netherlands and having its principal place of business at High Tech Campus 48, 5656
AE Eindhoven, the Netherlands, registered at the Dutch Chamber of Commerce under
number 65220692 (the “Issuer”);(2)

CITIBANK, N.A., LONDON BRANCH in its capacity as principal paying agent (in suchcapacity the “Principal Paying Agent”, which expression shall include any successor
principal paying agent appointed under Clause 22) and in its capacity as calculation agent(in such capacity the “Calculation Agent”); and(3)

CITICORP TRUSTEE COMPANY LIMITED in its capacity as trustee for the holders of theNotes (as defined below) from time to time (the “Trustee”, which expression includes any
further or other and includes any trustee or trustees appointed under the Trust Deed (asdefined below)).

Whereas:(A)

The Issuer has agreed to issue €675,000,000 2.000 per cent. Fixed Rate Notes due 2024
(the “Notes”, which expression shall include, unless the context otherwise requires, any
further Notes issued pursuant to Condition 15 (Further Issues) and forming a single series
with the Notes).

(B)

The Notes are constituted by a Trust Deed (as amended or supplemented from time totime, the “Trust Deed”) dated 11 May 2020 between the Issuer and the Trustee.

(C)

The Notes will be issued in bearer form in the denominations of €100,000 and integral
multiples of €1,000 in excess thereof up to and including €199,000 each with interest
coupons (“Coupons”) attached. The Notes are intended to be held in a manner which
would allow Eurosystem eligibility.

(D)

The Notes will initially be represented by a temporary global note (the “Temporary Global
Note”) in or substantially in the form set out in Part 1 of the First Schedule to the Trust
Deed which will be exchanged in accordance with its terms for a permanent global note(the “Permanent Global Note”) in or substantially in the form set out in Part 2 of the First
Schedule to the Trust Deed.

(E)

The Definitive Notes and Coupons will be in or substantially in the respective forms set out
in Parts 1 and 2 of the Second Schedule to the Trust Deed. The terms and conditions of
the Notes (the “Conditions”) will be in or substantially in the form set out in the Third
Schedule to the Trust Deed.

(F)

This is the Agency Agreement defined in the Trust Deed.

It is agreed as follows:1

Definitions and Interpretation

1.1

In this Agreement:“Applicable Law” means any law or regulation including, but not limited to: (a) any
domestic or foreign statute or regulation; (b) any rule or practice of any Authority with which
any Paying Agent is bound or accustomed to comply; and (c) any agreement entered into
by any Paying Agent and any Authority or between any two or more Authorities;

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1

“Authority” means any competent regulatory, prosecuting, tax or governmental authority inany jurisdiction, domestic or foreign;“Business Day” has the meaning given to it in Clause 4.2;
“Change of Control Put Notice” means a notice substantially in the form set out in
Schedule 2 (Form of Change of Control Put Notice);“Clearstream, Luxembourg” means Clearstream Banking S.A.;“Client Assets Sourcebook” means the CASS sourcebook as set out in the FCA Rules.
“Euroclear” means Euroclear Bank S.A./N.V.;“FCA Client Money Rules” means the UK Financial Conduct Authority’s client money
requirements as set out in chapter 7 of the Client Assets Sourcebook, as extended,
amended or supplemented from time to time;“Global Notes” means the Temporary Global Note and the Permanent Global Note;“ICSD” means Euroclear or Clearstream, Luxembourg;“Specified Office” of any Agent means the office specified in Clause 26 or such otherSpecified Office as may from time to time be duly notified pursuant to that Clause;“Taxes” means all taxes, levies, duties, imposts, charges, assessments, deductions,withholdings, governmental charges and related liabilities of whatever nature imposed,
levied, collected, withheld or assessed by or on behalf of any Authority having power totax; and“VAT” means any value added tax, goods and services tax, sales or use tax or similar tax,
including, without limitation, such tax as may be chargeable under or pursuant to Council
Directive 2006/112/EC.
Any reference in this Agreement to the records of an ICSD shall be to the records thateach of the ICSDs holds for its customers which reflect the amount of such customers’interests in the Notes (but excluding any interest in any Notes of one ICSD shown in therecords of another ICSD).

1.2

Words and expressions defined in the Conditions and in the Trust Deed and not otherwise
defined in this Agreement shall have the same meanings when used in this Agreement.

1.3

In this Agreement, unless the contrary intention appears, a reference to:
1.3.1

an amendment includes a supplement, restatement or novation and amended is tobe construed accordingly;

1.3.2

a person includes (i) any individual, company, unincorporated association,
government, state agency, international organisation or other entity and (ii) its
successors and assigns;

1.3.3

a provision of law is a reference to that provision as extended, amended or reenacted;

1.3.4

a Clause, or schedule is a reference to a Clause of, or a schedule to, thisAgreement;

1.3.5

a document or any provision of a document is a reference to that document orprovision as amended from time to time; andError! Unknown document property name.
21.3.6a time of day is a reference to London time.

1.4

The headings in this Agreement do not affect its interpretation.

1.5

In this Agreement:
1.5.1

words denoting the singular shall include the plural and vice versa;

1.5.2

words denoting one gender only shall include the other gender; and1.5.3

words denoting persons only shall include firms and corporations and vice versa.

1.6

References in this Agreement to principal and/or interest shall include any additionalamounts payable pursuant to Condition 7 (“Taxation”).

1.7

All references in this Agreement to Euroclear and/or Clearstream, Luxembourg shall,wherever the context so admits, be deemed to include references to any additional or
alternative clearing system approved by the Issuer and the Principal Paying Agent.

1.8

References in this Agreement to this Agreement or any other document are to thisAgreement or those documents as amended, supplemented or replaced from time to timeand include any document which amends, supplements or replaces them.

1.9

The Schedules are part of this Agreement and have effect accordingly.

2

Appointment of Agents

2.1

The Issuer and, for the purposes of Clause 7 only, the Trustee hereby appoint, on theterms and subject to the conditions of this Agreement:
2.1.1

Citibank, N.A., London Branch as principal paying agent (the “Principal Paying
Agent”) in respect of the Notes in accordance with the Conditions; and2.1.2

Citibank, N.A., London Branch as calculation agent (the “Calculation Agent”) forthe purpose of determining certain amounts payable in respect of the Notes inaccordance with the Conditions,in each case acting at its Specified Office.

2.2

The Principal Paying Agent, the Calculation Agent and any other Agent or Agents as may
be appointed from time to time are together referred to as the “Agents”.

2.3

Each Agent accepts its appointment, and agrees to act, as agent of the Issuer and, for the
purposes of Clause 7 only, the Trustee in relation to the Notes and agrees to comply withthe terms of this Agreement. References to the Agents are to them acting solely throughtheir Specified Office. Each Agent further agrees to perform the duties specified for it in theConditions. The obligations of the Agents are several and not joint.

2.4

The Principal Paying Agent undertakes to the Issuer that it will, in connection with the issueof the Notes, perform the duties which are stated to be performed by it in Schedule 1. Eachof the Agents (other than the Principal Paying Agent) agrees that if any information
required by the Principal Paying Agent to perform the duties set out in Schedule 1
becomes known to it, it will, as soon as reasonably practicable, provide such information to
the Principal Paying Agent.

2.5

The Issuer hereby authorises and instructs the Principal Paying Agent to elect Euroclear
and/or Clearstream, Luxembourg as common safekeeper (the “Common Safekeeper”).

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3

The Issuer acknowledges that any such election is subject to the right of Euroclear andClearstream, Luxembourg to jointly determine that the other shall act as Common
Safekeeper and agrees that no liability shall attach to the Principal Paying Agent in respectof any such election made by it.

3

Authentication, Effectuation and Delivery of Notes

3.1

The Temporary Global Note and the Permanent Global Note: Immediately before issue,
the Issuer shall deliver the duly executed Temporary Global Note and Permanent Global
Note to the Principal Paying Agent. The Principal Paying Agent (or its agent on its behalf)shall (i) authenticate the Temporary Global Note and the Permanent Global Note and (ii)deliver the Temporary Global Note and the Permanent Global Note to the Common
Safekeeper and give effectuation instructions in respect of the same and (iii) instruct
Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records toreflect the initial outstanding principal amount of the Notes.
Where the Principal Paying Agent delivers any authenticated Temporary Global Note andPermanent Global Note to the Common Safekeeper for effectuation using electronicmeans, it is authorised and instructed to destroy the Temporary Global Note andPermanent Global Note retained by it following its receipt of confirmation from theCommon Safekeeper that the relevant Temporary Global Note and Permanent Global Note
have been effectuated.

3.2

Exchange of Temporary Global Note for Permanent Global Note: On and after the
Exchange Date (as defined in the Temporary Global Note), the Principal Paying Agentshall, on presentation to it or to its order of the Temporary Global Note and the Permanent
Global Note, (i) procure the exchange of interests in the Temporary Global Note forinterests of an equal principal amount in the Permanent Global Note in accordance with
the Temporary Global Note and (ii) instruct Euroclear and Clearstream, Luxembourg to
make appropriate entries in their records to reflect such exchanges. On exchange in full of
the Temporary Global Note the Principal Paying Agent shall cancel and destroy it.

3.3

Exchange of the Permanent Global Note:
3.3.1

Notification of request for definitive Notes: The Principal Paying Agent, on
receiving notice in accordance with the terms of the Permanent Global Note that its
holder requires to exchange the Permanent Global Note, or an interest in it, fordefinitive Notes, shall as soon as reasonably practicable notify the Issuer of such
request.

3.3.2

Authentication and exchange: At least 14 days before the Exchange Date (asdefined in the Permanent Global Note), the Issuer will deliver or procure thedelivery of definitive Notes in an aggregate principal amount equal to theoutstanding principal amount of the Permanent Global Note to or to the order of the
Principal Paying Agent. Such definitive Notes shall have attached all Coupons in
respect of interest which has not already been paid against presentation of thePermanent Global Note. The Principal Paying Agent (or its agent on its behalf)shall (i) authenticate such definitive Notes and shall make them and the Coupons
available for exchange against the Permanent Global Note in accordance with thePermanent Global Note and (ii) instruct Euroclear and Clearstream, Luxembourg to
make appropriate entries in their records to reflect such exchanges. On exchange

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4

in full of the Permanent Global Note the Principal Paying Agent shall cancel anddestroy it.

3.4

Advance Payment
If the Principal Paying Agent pays an amount (the “Advance”) to the Issuer on the basisthat a payment (the “Payment”) has been, or will be, received from any person and if the
Payment has not been, or is not, received by the Principal Paying Agent on the date thePrincipal Paying Agent pays the Issuer, the lssuer shall, on demand, reimburse thePrincipal Paying Agent the Advance and pay interest to the Principal Paying Agent on theoutstanding amount of the Advance from the date on which it is paid out to the date ofreimbursement at the rate which represents the Principal Paying Agent’s cost of funding
the Advance (if any). For the avoidance of doubt, the Principal Paying Agent shall not be
obliged to pay any amount to or for the Issuer if it has not received satisfactory
confirmation that it is to receive that amount.

3.5

Outstanding Amount
The Principal Paying Agent shall, within seven days upon written request from the Issuer
inform such person of the aggregate principal amount of Notes then outstanding at thetime of such request.

3.6

Safe Keeping
The Principal Paying Agent shall cause the Notes delivered to and held by it under thisAgreement to be maintained in safe keeping and shall ensure that interests in the
Temporary Global Notes are only exchanged for interests in the Permanent Global Notes
in accordance with the terms of the Temporary Global Notes and this Agreement and thatthe definitive Notes are issued only in accordance with the terms of a Global Note, theTrust Deed and this Agreement.

4

Payment to the Principal Paying Agent

4.1

The Issuer shall, by no later than 10.00 a.m. (CET) on each date on which any payment ofprincipal or interest in respect of any of the Notes becomes due under the Conditions,transfer to an account specified by the Principal Paying Agent from time to time suchamount in euro in immediately available or same day funds as shall be sufficient for the
purposes of the payment of principal and/or interest in funds.

4.2

The Issuer shall ensure that, no later than 10.00 a.m. (CET) on the second Business Day
immediately preceding the date on which any payment is to be made to the Principal
Paying Agent under Clause 4.1, the Principal Paying Agent shall receive a copy of an
irrevocable payment instruction to the bank through which the payment is to be made. For
the purposes of this Clause 4.2, “Business Day” means a day on which commercial banks
and foreign exchange markets settle payments and are open for general business in the
Netherlands and the United Kingdom.

4.3

The Principal Paying Agent shall pay or cause to be paid all amounts due in respect of theNotes on behalf of the Issuer in the manner provided in the Conditions and the Global
Notes. If any payment provided for in Clause 4.1 is made late but otherwise in accordancewith the provisions of this Agreement, the Principal Paying Agent shall nevertheless makepayments in respect of the Notes as aforesaid following receipt by it of such payment.

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5

4.4

If the amounts actually received by the Principal Paying Agent pursuant to Clause 4.1 are
insufficient to satisfy all claims in respect of all payments then falling due in respect of theNotes, the Principal Paying Agent shall then forthwith notify the Issuer of such insufficiency
and, until such time as the Principal Paying Agent is satisfied it has received the fullamount of all such payments, the Principal Paying Agent shall not be bound to make any
payments in respect of the Notes.

4.5

In this Clause 4, the date on which a payment in respect of the Notes becomes due means
the first date on which the holder of a Note or Coupon could claim the relevant payment bytransfer to an account under the Conditions, but disregarding the necessity for it to be abusiness day in any particular place of presentation.

4.6

If any Note represented by a Global Note becomes void in accordance with its terms after
the occurrence of an Event of Default, the Principal Paying Agent shall as soon asreasonably practicable notify the Agents and, after such notice has been given, no
payment shall be made by them in respect of that Note to the extent that the Global Note
representing such Note has become void.

5

Notification of Non-Receipt of Payment

5.1

The Principal Paying Agent shall notify the Issuer and the Trustee forthwith:
5.1.1

if it has not by the relevant date specified in Clause 4.1 received unconditionallythe full amount in euros required for the payment; and5.1.2

if it receives unconditionally the full amount of any sum payable in respect of theNotes or Coupons after such date.

5.2

The Principal Paying Agent shall, at the request and expense of the Issuer, forthwith uponreceipt of any amount as described in Clause 5.1.2, cause notice of that receipt to be
published under Condition 12 (Notices).

6

Duties of the Principal Paying Agent

6.1

Subject to the payments to the Principal Paying Agent provided for in Clause 4 being duly
made and subject to the provisions of Clause 7, the Principal Paying Agent shall act as
paying agent of the Issuer in respect of the Notes and shall pay or cause to be paid on
behalf of the Issuer, on and after each date on which any payment becomes due andpayable, any principal or interest then payable under the Conditions and this Agreement. If
any payment provided for by Clause 4 is made late but otherwise under the terms of thisAgreement the Principal Paying Agent shall nevertheless act as paying agent following
receipt by it of payment.

6.2

If default is made by the Issuer in respect of any payment, then unless and until the fullamount of the relevant payment has been made in accordance with the terms of thisAgreement (except as to the time of making the same) or other arrangements satisfactory
to the Principal Paying Agent have been made, the Principal Paying Agent shall not bebound to act as paying agent.

6.3

Without prejudice to Clauses 6.1 and 6.2, if the Principal Paying Agent pays any amounts
to the holders of Notes or Coupons at a time when it has not received payment in full in
respect of the Notes in accordance with Clause 4.1 (the excess of the amounts so paid
over the amounts so received being the “Shortfall”), the Issuer will, in addition to paying

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6amounts due under Clause 4.1, pay to the Principal Paying Agent on demand interest (at arate which represents the Principal Paying Agent’s cost of funding the Shortfall) on the
Shortfall (or the unreimbursed portion thereof) until the receipt in full by the Principal
Paying Agent of the Shortfall.

6.4

Whilst any Notes are represented by a Global Note, all payments due in respect of theNotes shall be made to, or to the order of, the holder of the Global Note, subject to and inaccordance with the provisions of the Global Note. On the occasion of each payment, thePrincipal Paying Agent shall instruct Euroclear and Clearstream, Luxembourg to make theappropriate entries in their records to reflect such payment.

6.5

If on presentation of a Note or Coupon in definitive form the amount payable in respect of
the Note or Coupon is not paid in full (otherwise than as a result of withholding or
deduction required to be made for or on account of any Taxes as permitted by theConditions) the Principal Paying Agent shall make a record of the shortfall on the relevant
Note or Coupon and the record shall in the absence of manifest error, be prima facie
evidence that the payment in question has not to that extent been made.

7

Trustee’s Requirements regarding Agents

7.1

At any time after an Event of Default or a Potential Event of Default shall have occurred or
the Notes have otherwise become due and repayable or the Trustee shall have received
any money which it proposes to pay under Clause 10 of the Trust Deed to the Noteholders
and/or Couponholders, the Trustee may:
7.1.1

7.1.2

7.2

by notice in writing to the Issuer and the Agents require the Agents pursuant to thisAgreement:(i)to act thereafter, until otherwise instructed by the Trustee, as Agents of theTrustee in relation to payments to be made by or on behalf of the Trustee
under the provisions of the Trust Deed mutatis mutandis on the terms
provided in this Agreement (save that the Trustee’s liability under any
provision hereof for the remuneration and indemnification of the Agentsshall be limited to the amounts for the time being held by the Trustee on thetrusts of the Trust Deed in relation to the Notes) and thereafter to hold all
Notes and Coupons and all sums, documents and records held by them inrespect of Notes and Coupons on behalf of the Trustee; or(ii)

to deliver up all Notes and Coupons and all sums, documents and records
held by them in respect of Notes and Coupons to the Trustee or as theTrustee shall direct in such notice provided that such notice shall bedeemed not to apply to any documents or records which the Agents are
obliged not to release by any law or regulation; andby notice in writing to the Issuer require it to make all subsequent payments in
respect of the Notes and the Coupons to or to the order of the Trustee and not to
the Principal Paying Agent.

The Issuer shall forthwith notify the Principal Paying Agent of any changes in the person or
persons comprising the Trustee.

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78

Notice of any Withholding or Deduction
If the Issuer is, in respect of any payment in respect of the Notes, required to withhold or
deduct any amount for or on account of any Taxes as contemplated by Condition 7(Taxation) or any undertaking given in addition to or in substitution for such conditions
pursuant to the Trust Deed, the Issuer shall give notice to the Principal Paying Agent andthe Trustee promptly after becoming aware of the requirement to make the withholding or
deduction and shall give to the Principal Paying Agent and the Trustee such information as
they shall reasonably require to enable each of them to comply with the requirement.

9

Determination and Notification of Interest Payable and Make-Whole
Redemption Amount

9.1

The Calculation Agent shall determine the amount of interest payable to Noteholders andCouponholders in accordance with, when applicable, Condition 4.2 (Calculation of Broken
Amount).

9.2

Upon receiving notice the Calculation Agent shall determine the amount payable to
Noteholders and Couponholders on any Make-Whole Redemption Date in accordance with
Condition 6.3(D) (Redemption at the option of the Issuer – Make-Whole Redemption by theIssuer).

9.3

The Calculation Agent shall maintain a record of all quotations obtained by it and of allamounts, rates and other items determined or calculated by it and make such record
available for inspection at all reasonable times by the Issuer and the Principal Paying
Agent.

9.4

The Calculation Agent shall notify the Issuer and the Principal Paying Agent of any
amounts payable in respect of the Notes determined by it pursuant to this Clause 9 assoon as practicable after the determination thereof.

9.5

If the Calculation Agent does not at any material time for any reason determine and/or
publish an amount payable in respect of the Notes when required in accordance with theConditions, it shall forthwith notify the Issuer and the Principal Paying Agent of such fact.

10

Redemption for Taxation Reasons, Redemption at the option of the Issuer
and Redemption at the option of Noteholders

10.1

If the Issuer decides to redeem any of the Notes for the time being outstanding under
Condition 6.2 (Redemption for Taxation Reasons) or Condition 6.3 (Redemption at theoption of the Issuer) or if the Issuer is required to redeem any of the Notes for the time
being outstanding under Condition 6.4 (Redemption at the option of the Holders following a
Change of Control Put Event), it shall give notice of the decision or requirement (asapplicable) and of the principal amount of Notes which it has decided or is required (asapplicable) to redeem to the Principal Paying Agent, the Calculation Agent and the Trustee(i) in the case of a redemption pursuant to Condition 6.2 (Redemption for Taxation
Reasons) or Condition 6.3 (Redemption at the option of the Issuer), at least 30 days andnot more than 60 days before the relevant redemption date and (ii) in the case of aredemption pursuant to Condition 6.4 (Redemption at the option of the Holders following a
Change of Control Put Event), at least 30 days and not more than 60 days before therelevant Put Date.

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10.2

On behalf of the Issuer, the Principal Paying Agent shall arrange for drawings of the Notes
to be carried out, in relation to any partial redemption of the Notes, under the Conditions.
The Principal Paying Agent shall notify the Issuer of the date upon which any drawing is to
be made.

10.3

The Principal Paying Agent shall before or at the same time as it notifies the Noteholders,
notify the Issuer of the serial numbers of any Notes drawn for redemption.

10.4

The Principal Paying Agent shall instruct Euroclear and Clearstream, Luxembourg to makeappropriate entries in their records in respect of all Notes redeemed by the Issuer to reflect
such redemptions.

10.5

The Principal Paying Agent will keep a stock of Change of Control Put Notices and will
make them available on demand to holders of the Notes, the Conditions of which provide
for redemption at the option of Noteholders. Upon receipt by the Principal Paying Agent of
a duly completed Change of Control Put Notice and, in the case of a Change of Control
Put Notice relating to definitive Notes, of any Note deposited in the exercise of a put optionin accordance with the Conditions, the Principal Paying Agent shall notify the Issuer and, inthe case of a definitive Note, hold the Note (together with any Coupons relating to it
deposited with it) on behalf of the depositing Noteholder (but shall not, save as provided
below, release it) until the due date for redemption of the relevant Note consequent upon
the exercise of the option, when, subject as provided below, it shall present the Note (andany such unmatured Coupons) to itself for payment of the amount due together with any
interest due on the date of redemption in accordance with the Conditions and shall pay
those moneys in accordance with the directions of the Noteholder contained in the relevant
Change of Control Put Notice.

10.6

If, prior to the Put Date, a definitive Note becomes immediately due and repayable or if
upon due presentation payment of the redemption moneys is improperly withheld orrefused, the Principal Paying Agent shall post the Note (together with any such Coupons)by uninsured post to, and at the risk of, the relevant Noteholder (unless the Noteholder hasotherwise requested and paid the costs of insurance to the Principal Paying Agent at thetime of depositing the Notes) at the address given by the Noteholder in the relevant
Change of Control Put Notice. At the end of each period for the exercise of any put option,
the Principal Paying Agent shall promptly notify the Issuer of the principal amount of theNotes in respect of which the option has been exercised with it together with their serial
numbers.

10.7

For so long as any outstanding definitive Note is held by the Principal Paying Agent inaccordance with Clause 10.5, the depositor of the relevant definitive Note, and not the
Principal Paying Agent, shall be deemed to be the bearer of such definitive Note for all
purposes. The Principal Paying Agent, where it receives a Change of Control Put Notice inrespect of Notes represented by a Permanent Global Note, shall make payment of therelevant redemption moneys and interest accrued to the Put Date in accordance with theConditions, this Agreement and the terms of the relevant Permanent Global Note.

11

Publication and Receipt of Notices

11.1

On behalf of and at the written request and expense of the Issuer, the Principal Paying
Agent shall cause to be published all notices required to be given by the Issuer under theConditions.

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11.2

The Principal Paying Agent, on receipt of a notice or other communication received onbehalf of the Issuer, shall as soon as reasonably practicable forward a copy to the Issuer.

12

Cancellation of Notes and Coupons

12.1

All Notes which are redeemed, all definitive Notes which are surrendered in connection
with redemption (together with all unmatured Coupons attached to or delivered withNotes), all Coupons which are paid and all Global Notes which are exchanged in full (inaccordance with the provisions of Clause 3.2 and 3.3) shall be cancelled promptly by the
Principal Paying Agent. Where Notes are purchased by or on behalf of the Issuer or any of
its Subsidiaries, the Issuer will immediately notify the Principal Paying Agent in writing of
the principal amount of Notes it has purchased and will procure that the Notes (together
with all unmatured Coupons appertaining to those Notes) are promptly cancelled anddelivered to the Principal Paying Agent or its authorised agent.

12.2

The Principal Paying Agent or its authorised agent shall (unless otherwise instructed by theIssuer in writing) destroy all cancelled Notes and Coupons and shall, upon written request,
as soon as reasonably practicable furnish the Issuer with a certificate of destruction
containing written particulars of the certificate numbers of such Notes in numericalsequence, the total numbers by maturity date and the aggregate amount paid in respect ofsuch Coupons and particulars of the Coupons attached to or surrendered with such Notes .

12.3

The Principal Paying Agent shall only be required to comply with its obligations under thisClause 12 in respect of Notes surrendered for cancellation following a purchase of thesame by the Issuer to the extent that it has been informed by the Issuer of such purchases
in accordance with Clause 12.1 above.

13

Issue of Replacement Notes and Coupons

13.1

The Issuer shall cause a sufficient quantity of additional forms of Notes and Coupons to beavailable, upon request, to the Principal Paying Agent at its Specified Office for the
purpose of issuing replacement Notes or Coupons as provided below.

13.2

The Principal Paying Agent shall, subject to and in accordance with Condition 11(Replacement of Notes and Coupons), as applicable, and the following provisions of thisClause, cause to be authenticated (in the case only of replacement Notes) and delivered
any replacement Notes or Coupons which the Issuer may determine to issue in place ofNotes or Coupons which have been lost, stolen, mutilated, defaced or destroyed.

13.3

In the case of a mutilated or defaced Note, the Principal Paying Agent shall ensure that(unless otherwise covered by such indemnity as the Issuer may require) any replacement
Note only has attached to it Coupons corresponding to those attached to the mutilated or
defaced Note which is presented for replacement.

13.4

The Principal Paying Agent shall obtain verification, in the case of an allegedly lost, stolen
or destroyed Note or Coupon in respect of which the serial number is known, that the Noteor Coupon has not previously been redeemed or paid. The Principal Paying Agent shall notissue a replacement Note or Coupon unless and until the applicant has:
13.4.1

paid such expenses and costs as may be incurred in connection with thereplacement;

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1013.4.2

furnished it with such evidence and indemnity as the Issuer may reasonably
require; and13.4.3in the case of a mutilated or defaced Note or Coupon, surrendered it to the
Principal Paying Agent.

13.5

The Principal Paying Agent shall cancel mutilated or defaced Notes or Coupons in respectof which replacement Notes or Coupons have been issued pursuant to this Clause. The
Principal Paying Agent shall furnish the Issuer on request with a certificate stating theserial numbers of the Notes or Coupons received by it and cancelled pursuant to thisClause and shall, unless otherwise requested by the Issuer, destroy all those Notes andCoupons and furnish the Issuer with a destruction certificate containing the information
specified in Clause 12.2.

13.6

The Principal Paying Agent shall, on issuing any replacement Note or Coupon, forthwith
inform the Issuer of the serial number of the replacement Note or Coupon issued and (ifknown) of the serial number of the Note or Coupon in place of which the replacement Noteor Coupon has been issued.

13.7

Whenever a Note or Coupon for which a replacement Note or Coupon has been issued
and the serial number of which is known is presented to the Principal Paying Agent for
payment, the Principal Paying Agent shall immediately send notice to the Issuer and shallnot be obliged to make any payment in respect of such Note or Coupon.

14

Records and Certificates

14.1

The Issuer shall send to the Principal Paying Agent (a) Specimen Notes (but only if
Definitive Notes are issued, and (b) as required, forms of voting certificates and block
voting instructions, together with instructions as to how to complete, deal with and record
the issue of such forms (and the Principal Paying Agent shall make such documents
available to Noteholders by appointment and perform their other functions as set out in
Schedule 2 of the Trust Deed)

14.2

The Principal Paying Agent shall (a) keep a full and complete record of all Notes andCoupons and subject to receipt of the information of their redemption and/or purchase by
or on behalf of the Issuer or any of its Subsidiaries, cancellation or payment (as the casemay be) and of all replacement Notes or Coupons and (b) in respect of the Coupons ofeach maturity, retain until the expiry of 10 years from the Relevant Date (as defined in theConditions) in respect of the Coupons either (i) all paid Coupons of that maturity or (ii) a listof the serial numbers of Coupons of that maturity still remaining unpaid. The Principal
Paying Agent shall at all reasonable times make the records and Coupons (if any)
available to the Issuer and the Trustee.

14.3

The Principal Paying Agent shall (i) instruct Euroclear and Clearstream, Luxembourg to
make appropriate entries in their records to reflect all cancellations of Notes represented
by a Global Note in accordance with Clause 14.2 above; and (ii) give to the Issuer and theTrustee as soon as possible and in any event within four months after the date ofredemption, purchase, payment, or replacement of a Note or Coupon (as the case maybe), a certificate stating (as applicable):
14.3.1the aggregate principal amount of Notes which have been redeemed and theaggregate amounts in respect of Coupons which have been paid;

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11

15

14.3.2the serial numbers of such Notes in definitive form (other than serial numbers of
Coupons);

14.3.3the total numbers of each denomination by maturity date of such Coupons;

14.3.4the aggregate amount of interest paid (and the due dates of such payments) on
Global Notes;

14.3.5the aggregate principal amount of Notes (if any) which have been purchased by oron behalf of the Issuer, or any of its Subsidiaries and cancelled (subject to deliveryof the Notes in accordance with Clause 12.1) and the serial numbers of such Notes
in definitive form and the total number (where applicable, of each denomination) by
maturity date of the Coupons attached to or surrendered with the purchased Notes;

14.3.6the aggregate principal amounts of Notes and the aggregate amounts in respect of
Coupons which have been surrendered and replaced and the serial numbers of
those Notes in definitive form and the total number of each denomination by
maturity date of those Coupons surrendered therewith; and14.3.7the total number (where applicable, of each denomination) by maturity date ofunmatured Coupons missing from Notes in definitive form which have beenredeemed or surrendered and replaced and the serial numbers of the Notes indefinitive form to which the missing unmatured Coupons appertained.

Copies of the Trust Deed and the Agreements available for inspection
The Principal Paying Agent shall hold copies of all documents required to be so available
by the Conditions or the rules of any relevant stock exchange (or any other relevant
authority) and shall make such copies available for inspection by Noteholders at its
Specified Office during normal business hours by appointment. For this purpose, the Issuer
shall furnish the Principal Paying Agent with sufficient copies of each of the documents.

16

Commissions and Expenses

16.1

The Issuer shall pay to the Principal Paying Agent such fees, out-of-pocket expenses
properly incurred in connection with its services hereunder and commissions in respect of
the services of the Agents under this Agreement as shall be agreed between the Issuer
and the Principal Paying Agent. The Issuer shall not be concerned with the apportionmentof such fees and commissions among the Agents nor shall any Agent have any recourse to
the Issuer once the same shall have been paid to the Principal Paying Agent.

16.2

The Principal Paying Agent shall arrange for the payment of the fees and commissions dueto the other Agents and arrange for the reimbursement of their expenses promptly after thereceipt of the relevant moneys from the Issuer. The Issuer shall not be responsible for any
payment or reimbursement by the Principal Paying Agent to the other Agent.

17

Indemnity

17.1

The Issuer shall indemnify each of the Agents against any losses, liabilities, costs, claims,
actions, demands or expenses (including stamp duties, levies, imposts, issue, registration,
documentary and other similar taxes or duties in accordance with Clause 27.2 and VAT inaccordance with Clause 27.1, but excluding all other Taxes) (together, “Losses”)(including, but not limited to, all reasonable costs, legal fees, charges and expenses

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12

(together, “Expenses”) paid or properly incurred in disputing or defending any Losses)
which it reasonably incurs as a result of or in connection with its appointment or the
exercise of its powers and duties under this Agreement except for any Losses or Expenses
resulting from its own wilful default, negligence, fraud or bad faith or that of its officers,
directors or employees.

17.2

Each Agent shall severally indemnify the Issuer against any Losses (including, but notlimited to, all reasonable Expenses paid or incurred in disputing or defending any Losses)
which the Issuer may incur or which may be made against the Issuer as a result of theAgent’s own wilful default, negligence, fraud or bad faith or that of its officers, directors or
employees.

17.3

The indemnities set out in this Clause 17 shall survive any termination or expiry of thisAgreement or the termination of appointment of any Agent.

17.4

Notwithstanding anything herein or in the Trust Deed to the contrary, none of the Issuer or
the Agents shall have any liability for (i) special, indirect, punitive or consequential loss ordamage or (ii) loss of goodwill, lost profits, loss of business or loss of reputation, in eachcase whether or not foreseeable, even if the Issuer or the relevant Agent had been advisedof the possibility of such loss or damage and regardless of whether the claim for loss ordamage is made in negligence, for breach of contract, duty or otherwise.

17.5

All payments pursuant to this Clause 17 shall be made without set-off, counterclaim,
withholding or deduction unless required by Applicable Law. In the event that withholding
or deduction from a payment under this Clause 17 is required by Applicable Law the payer
shall increase the relevant payment by such amount as will result in the recipient receiving
the amount that it would have received if no withholding or deduction had been required.

18

Repayment by Principal Paying Agent
Sums paid by or by arrangement with the Issuer to the Principal Paying Agent pursuant to
the terms of this Agreement shall not be required to be repaid to the Issuer unless and until
any Note or Coupon becomes void or prescribed under the provisions of Condition 8(Prescription), as applicable, but in that event the Principal Paying Agent shall forthwith
repay to the Issuer sums equivalent to the amounts paid by the Issuer to the Principal
Paying Agent and not disbursed by virtue of the Notes becoming void or prescribed.

19

Conditions of Appointment

19.1

Save as provided in Clause 19.3 of this Clause, the Principal Paying Agent shall be entitledto deal with money paid to it by the Issuer for the purposes of this Agreement in the samemanner as other money paid to a bank by its customers and not as trustee and shall not (i)be liable to account to the Issuer for any interest or other amounts in respect of the moneyor (ii) be required to hold such money subject to the FCA Client Money Rules. No money
held by the Principal Paying Agent need be segregated except as required by law.

19.2

Save as provided in Clause 7, in acting under this Agreement and in connection with theNotes and the Coupons the Agents shall act solely as agents of the Issuer and will notassume any obligations towards or relationship of agency or trust or any fiduciary duty foror with any of the Noteholders or Couponholders.

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13

19.3

The Principal Paying Agent shall not exercise any right of set-off or lien against the Issuer
or any holders of Notes or Coupons in respect of any moneys payable to or by it under theterms of this Agreement.

19.4

Except as ordered by a court of competent jurisdiction or as otherwise required by law or
applicable regulations, each of the Issuer and the Agents shall be entitled to treat theholder of any Note or Coupon as the absolute owner for all purposes (whether or not any
payment in respect of the Note or Coupon shall be overdue and notwithstanding any noticeof ownership, trust, interest or writing on the Note or Coupon or any notice of previous loss
or theft of the Note or Coupon) and shall not be required to obtain any proof thereof as tothe identity of the bearer.

19.5

Each Agent agrees to perform its duties and shall be obliged to perform such duties andonly such duties as are expressly set out in this Agreement and the Notes and no impliedduties or obligations shall be read into this Agreement or the Notes against the Agents,
other than the duty to act honestly and in good faith and to exercise the diligence of areasonably prudent agent in comparable circumstances.

19.6

Each of the Agents shall in the absence of wilful default, negligence or bad faith on the partof such Agent or its officers, employees or any of them be protected and shall incur noliability for or in respect of any action taken, omitted or suffered in reliance upon any
certificate, instruction, request or order from the Issuer, the Trustee or any document which
it reasonably believes to be genuine and to have been delivered, signed or sent by theproper party or parties or upon written instructions from the Issuer or the Trustee. In theevent that any Agent shall be uncertain as to its duties or rights hereunder or shall receive
instructions, claims or demands which, in its opinion, are unclear, equivocal or conflicting, it
shall be entitled to refrain from taking any action until the relevant parties giving such
instructions, claims or demands have provided clear, unequivocal instructions or resolved
the conflict to the satisfaction of such Agent or, failing which, it is directed in writing by afinal order or judgment of a court of competent jurisdiction.

19.7

Any of the Agents, their officers, directors or employees may become the owner of, or
acquire any interest in, Notes or Coupons and may engage or be interested in any financial
or other transaction with the Issuer or the Trustee, with the same rights that it or he would
have if the Agent concerned were not appointed under this Agreement, and may act on, oras depositary, trustee or agent for, any committee or body of holders of Notes or Couponsor other obligations of the Issuer or the Trustee, as freely as if such Agent were notappointed under this Agreement and need not account for any profit.

19.8

No Agent shall be under any obligation to monitor or supervise, enquire about or satisfy
itself as to the functions or acts of any of the Issuer or Trustee or whether an Event of
Default or Potential Event of Default or other relevant event has occurred and shall beentitled to assume, in the absence of express notice in writing to the contrary, that eachother party is properly performing and complying with its obligations under the documents
to which it is party and that no Event of Default, Potential Event of Default or other relevant
event has occurred.

19.9

Each Agent may, at the cost of the Issuer provided that such costs are properly incurredand, to the extent reasonably practicable and legally permissible, have been previously
approved by the Issuer, consult on any legal or other matter any auditor, lawyer, banker,
financial adviser, financial institution, valuer, surveyor, broker, auctioneer, accountant orother expert selected by it (who may be an employee of or adviser to the Issuer) and it

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14shall not be liable in respect of anything done, or omitted to be done, relating to that matterin good faith in accordance with that expert’s opinion.

19.10 No Agent shall be under any duty to expend or risk its own funds or be under any
obligation to take any action under this Agreement that it expects will result in any expense
to or liability of such Agent, the repayment of such funds or adequate indemnity against
such liability of such Agent which is not, in its reasonable opinion, assured to it.

19.11 No Agent shall be responsible for or liable in respect of the legality, validity or enforceabilityof the Notes or omission of any other person (including, without limitation, any other
Agent).

20

Information Covenant
Each party to this Agreement shall, within ten Business Days of a written request byanother party to this Agreement, supply to that other party such forms, documentation andother information relating to it, its operations, or any Notes as that other party reasonably
requests for the purposes of that other party’s compliance with Applicable Law and shallnotify the relevant other party reasonably promptly in the event that it becomes aware thatany of the forms, documentation or other information provided by such party is (orbecomes) inaccurate in any material respect; provided, however, that no party shall be
required to provide any forms, documentation or other information pursuant to this Clause
20 to the extent that (i) any such form, documentation or other information (or the
information required to be provided on such form or documentation) is not reasonably
available to such party and cannot be obtained by such party using reasonable efforts
within the prescribed time, or (ii) doing so would or might in the reasonable opinion of suchparty constitute a breach of any (a) Applicable Law, (b) fiduciary duty, or (c) duty ofconfidentiality. For the purposes of this Clause 20, Applicable Law shall be deemed toinclude (i) any rule or practice of any Authority by which any party is bound or with which itis accustomed to comply, (ii) any agreement between any Authorities, and (iii) any
agreement between any Authority and any party that is customarily entered into by
institutions of a similar nature.

21

Communication with Agents
A copy of all communications relating to the subject matter of this Agreement between theIssuer or the Trustee and the Calculation Agent shall be sent to the Principal Paying Agent.

22

Termination of Appointment

22.1

The Issuer may, with the prior written approval of the Trustee, terminate the appointment of
any Agent at any time and/or appoint additional or other Agents by giving to the Agent
whose appointment is concerned and, where appropriate, the Principal Paying Agent atleast 90 days’ prior written notice to that effect provided that so long as any of the Notes isoutstanding:

22.2

22.1.1in the case of the Principal Paying Agent, the notice shall not expire less than 45days before any due date for the payment of interest; and22.1.2

notice shall be given under Condition 12 (Notices), as applicable, at least 30 days
before the removal or appointment of the Principal Paying Agent.

Notwithstanding the provisions of Clause 22.1, if at any time:Error! Unknown document property name.
1522.2.1

an Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files
a voluntary petition in bankruptcy or makes an assignment for the benefit of its
creditors or consents to the appointment of an administrator, liquidator or
administrative or other receiver of all or any substantial part of its property, or if an
administrator, liquidator or administrative or other receiver of it or of all or asubstantial part of its property is appointed, or it admits in writing its inability to pay
or meet its debts as they may mature or suspends payment of its debts, or if anorder of any court is entered approving any petition filed by or against it under theprovisions of any applicable bankruptcy or insolvency law or if a public officer takes
charge or control of the Agent or of its property or affairs for the purpose of
rehabilitation, administration or liquidation; or

22.2.2in the case of the Calculation Agent, it fails to determine an amount payable inrespect of the Notes in accordance with the Conditions and this Agreement,

the Issuer may forthwith without notice terminate the appointment of the Agent, in which
event (save with respect to the termination of the appointment of the Calculation Agent)
notice shall be given to the Noteholders under Condition 12 (Notices) as soon as ispracticable.

22.3

On the termination of the appointment of an Agent under the provisions of this Clause 22
becoming effective, the relevant Agent shall be entitled to the payment of its fees and thereimbursement of the out-of-pocket expenses properly incurred in connection therewith inaccordance with Clause 16, in each case, for the services rendered up to the date of
termination but shall not be entitled to any other monies by way of compensation.

22.4

All or any of the Agents may resign their respective appointments under this Agreement at
any time, by giving to the Issuer and, where appropriate, the Principal Paying Agent atleast 90 days’ prior written notice to that effect provided that, in the case of the Principal
Paying Agent, so long as any of the Notes is outstanding and in definitive form, the notice
shall not expire less than 45 days before any Interest Payment Date. Following receipt of anotice of resignation from the Principal Paying Agent, the Issuer shall promptly, and in any
event not less than 30 days before the resignation takes effect, give notice of such
resignation to the Noteholders under Condition 12 (Notices). If the Principal Paying Agentor the Calculation Agent shall resign or be removed pursuant to Clause 22.1 or inaccordance with this Clause 22.4, the Issuer shall promptly and in any event within 30
days appoint a successor approved by the Trustee (such approval not to be unreasonably
withheld or delayed). If the Issuer fails to appoint a successor within such period, thePrincipal Paying Agent or the Calculation Agent (as the case may be) shall be entitled, on
behalf of the Issuer, to appoint in its place as a successor Principal Paying Agent or a
Calculation Agent (as the case may be) a reputable financial institution of good standing
which the Trustee shall approve (such approval not to be unreasonably withheld ordelayed).

22.5

Notwithstanding the provisions of Clauses 22.1, 22.2 and 22.4, so long as any of the Notes
is outstanding, the termination of the appointment of an Agent (whether by the Issuer or by
the resignation of the Agent) shall not be effective unless upon the expiry of the relevant
notice there is:22.5.1a Principal Paying Agent;

22.5.2so long as any Notes are listed on a stock exchange or admitted to listing by anyother relevant authority, a paying agent (which may be the Principal Paying Agent)Error! Unknown document property name.
16having its Specified Office in the place required by the rules and regulations of therelevant stock exchange or any other relevant authority;
22.5.3a paying agent (which may be the Principal Paying Agent) in a jurisdiction within
Europe, other than the jurisdiction in which the Issuer is incorporated; and22.5.4a Calculation Agent.

22.6

Upon any resignation or termination becoming effective under this Clause 22, the relevant
Agent shall be released and discharged from its obligations under this Agreement (savethat it shall remain entitled to the benefit of and subject to Clause 27, Clause 17.1 and thisClause 22).

22.7

Any successor Agent shall execute and deliver to its predecessor, the Issuer and, whereappropriate, the Principal Paying Agent an instrument accepting its appointment under thisAgreement, and the successor Agent, without any further act, deed or conveyance, shallbecome vested with all the authority, rights, powers, trusts, immunities, duties andobligations of the predecessor with like effect as if originally named as an Agent under thisAgreement.

22.8

If the appointment of the Principal Paying Agent under this Agreement is terminated(whether by the Issuer or by the resignation of the Principal Paying Agent), the Principal
Paying Agent shall on the date on which the termination takes effect deliver to its
successor Principal Paying Agent all Notes and Coupons surrendered to it but not yet
destroyed and all records concerning the Notes and Coupons maintained by it (except
such documents and records as it is obliged by law or regulation to retain or not to release)and pay to its successor Principal Paying Agent the amounts (if any) held by it in respect ofNotes or Coupons which have become due and payable but which have not beenpresented for payment, but shall have no other duties or responsibilities under thisAgreement.

22.9

If the Principal Paying Agent shall change its Specified Office, it shall give to the Issuer andthe Trustee not less than 45 days’ prior written notice to that effect giving the address ofthe new Specified Office. As soon as practicable thereafter and in any event at least 30
days before the change, the Principal Paying Agent shall give to the Noteholders on behalfof and at the expense of the Issuer notice of the change and the address of the newSpecified Office under Condition 12 (Notices).

22.10 Any corporation into which any Agent for the time being may be merged or converted or
any corporation with which the Agent may be consolidated or a corporation resulting fromany merger, conversion or consolidation to which the Agent shall be a party, or any
corporation to which an agent shall sell or otherwise transfer all or substantially all of its
assets shall, on the date when the merger, conversion, consolidation or transfer becomes
effective and to the extent permitted by Applicable Law, be the successor Agent under thisAgreement without the execution or filing of any paper or any further act on the part of anyof the parties to this Agreement, unless otherwise required by the Issuer, and after the said
effective date all references in this Agreement to such Agent shall be deemed to bereferences to such successor corporation. Notice of any merger, conversion, consolidation
or transfer shall promptly be given to the Issuer, the Trustee and, where appropriate, thePrincipal Paying Agent and the Noteholders in accordance with Condition 12 (Notices) of
the Conditions.

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23

Illegality
Notwithstanding anything else herein contained, any Agent may refrain without liability fromdoing anything that would or might in its reasonable opinion be contrary to any law of any
state or jurisdiction (including but not limited to (i) the United States of America or any
jurisdiction forming a part of it, (ii) the European Union or any jurisdiction forming a part ofit or (iii) England and Wales) or any directive or regulation of any agency of any such stateor jurisdiction and may without liability do anything which is, in its opinion, necessary tocomply with any such law, directive or regulation.

24

Meetings of Noteholders
The provisions of Schedule 4 to the Trust Deed shall apply to meetings of the Noteholders
and shall have effect in the same manner as if set out in this Agreement.

25

Notice to Noteholders
Any notice required to be given to Noteholders under this Agreement shall be given inaccordance with the Conditions; provided however, that, so long as any Notes are
represented by a Global Note, notices to Noteholders shall be given in accordance with theterms of such Global Note.

26

Notices26.1

All notices or other communications under or in connection with this Agreement shall be in
English and shall be delivered in person, sent by first class pre-paid post, facsimile (ifapplicable) or by email (if applicable) in accordance with the address, fax number andemail address details below. Communications regarding the transfer of payments inaccordance with this Agreement may be given by way of SWIFT messages.
Any notice shall, in the case of a letter, be effective only on actual delivery, in case of a
facsimile, when a transmission report showing the successful transmission of the facsimile
is received by the sender and, in the case of an email, when a delivery receipt is received
by the sender confirming the email has been delivered to the recipient’s correct email
address. However, a notice given in accordance with the above but received on a day
which is not a business day or after business hours in the place of receipt will only bedeemed to be given on the next business day.
The address, fax number (as applicable) and email address of each party for all notices
under or in connection with this Agreement are:(a)in the caseof the Issuer:

Signify N.V.
Herikerbergweg 102
1101 CM Amsterdam
The Netherlands(b)in the caseof theTrustee:

Email:

gary.throup@signify.com

Attention:

Gary Throup, Head of Treasury

Citicorp Trustee Company Limited
6th Floor, Citigroup Centre

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18

25 Canada Square
Canary Wharf
London E14 5LB
United Kingdom(c)in the caseof thePrincipal
Paying Agentand theCalculation
Agent:

Fax:+44 (0) 207 500 5857

(Attention:

Agency and Trust)

Citibank, N.A., London Branch
6th Floor, Citigroup Centre
25 Canada Square
Canary Wharf
London, E14 5LB
United Kingdom
Telephone no.: +353 1 622 4029
Fax no.:+353 1 622 4660

Email:

ppapayments@citi.com

Attention:

Agency and Trust Services

or to such other address or email address or marked for the attention of such other person
or department as may from time to time be notified by any party to the others by not lessthan five days’ written notice in accordance with the provisions of this Clause. In thisClause 26, “business day” in relation to any place means a day on which commercial
banks are open for general business in the that place.

27

Taxes and Stamp Duties

27.1

All amounts payable by the Issuer under this Agreement are exclusive of VAT. If therelevant Agent or the representative member (as that term is used in the Value Added Tax
Act 1994, or the equivalent under any other relevant legislation) of a group to which it
belongs for VAT purposes is liable to account for VAT in respect of any service made to theIssuer in accordance with this Agreement, the Issuer shall pay to the relevant Agent (inaddition to and at the same time as paying any other remuneration for such supply, andupon receipt of a valid VAT invoice) an amount equal to the amount of such VAT. Wherethe Issuer is required to reimburse or indemnify an Agent for any cost or expense, theIssuer shall reimburse or indemnify (as the case may be) the Agent for the full amount ofsuch cost or expense, including such part thereof as represents VAT, save to the extent
that the relevant Agent or the representative member (or equivalent) of a group to which it
belongs for VAT purposes is entitled to credit or repayment in respect of such VAT.

27.2

The Issuer agrees to pay any and all stamp and other documentary taxes or duties which
may be payable in connection with the execution, delivery, performance and enforcementof this Agreement by any Agent.

27.3

For the avoidance of doubt, each Agent shall be responsible for its own corporate income
tax and nothing in this Agreement shall require the Issuer to pay Taxes imposed in respect

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19

of net income by a taxing jurisdiction wherein the relevant Agent is incorporated or resident
or carries on or is deemed to carry on business for tax purposes.

27.4

The Issuer shall notify each Agent in the event that it determines that any payment to bemade by an Agent under the Notes is a payment which could be subject to FATCA
Withholding if such payment were made to a recipient that is generally unable to receive
payments free from FATCA Withholding, and the extent to which the relevant payment is
so treated, provided, however, that the Issuer’s obligation under this Clause 27.4 shallapply only to the extent that such payments are so treated by virtue of characteristics ofthe Issuer, the Notes, or both.

27.5

Notwithstanding any other provision of this Agreement, each Agent shall be entitled tomake a deduction or withholding from any payment which it makes under the Notes for oron account of any Tax, if and only to the extent so required by Applicable Law, in which
event the Agent shall make such payment after such deduction or withholding has been
made and shall account to the relevant Authority within the time allowed for the amount so
deducted or withheld or, at its option and in accordance with Applicable Law, shallreasonably promptly after making such payment return to the Issuer the amount so
deducted or withheld, in which case, the Issuer shall so account to the relevant Authority
for such amount. For the avoidance of doubt, FATCA Withholding is a deduction orwithholding which is deemed to be required by Applicable Law for the purposes of thisClause 27.5.

27.6

In the event that the Issuer determines in its sole discretion that any deduction orwithholding for or on account of any Tax will be required by Applicable Law in connection
with any payment due to any of the Agents on any Notes, then the Issuer will be entitled toredirect or reorganise any such payment in any way that it sees fit in order that thepayment may be made without such deduction or withholding provided that, any such
redirected or reorganised payment is made through a recognised institution of international
standing and otherwise made in accordance with this Agreement and the Trust Deed. The
Issuer will promptly notify the Agents and the Trustee of any such redirection or
reorganisation. For the avoidance of doubt, FATCA Withholding is a deduction orwithholding which is deemed to be required by Applicable Law for the purposes of thisClause 27.6.

27.7

For the purposes of this Clause 27:“Code” means the U.S. Internal Revenue Code of 1986, as amended.
“FATCA Withholding” means any withholding or deduction required pursuant to anagreement described in section 1471(b) of the Code, or otherwise imposed pursuant tosections 1471 through 1474 of the Code, any regulations or agreements thereunder, any
official interpretations thereof, or any law implementing an intergovernmental approach
thereto.

28

Amendments
The Issuer, the Trustee and the Principal Paying Agent may agree, without the consent of
any Noteholder or Couponholder, to any modification of any provision of this Agreement
which:

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20

(a)

in the opinion of the Trustee, is of a formal, minor or technical nature or is made tocorrect a manifest error or an error which is, in the opinion of the Trustee, proven or
to comply with mandatory provisions of law; or(b)

in the opinion of the Trustee is not materially prejudicial to the interests of the
Noteholders.

Any such modification shall be binding on the Noteholders and, unless the Trustee agrees
otherwise, any modification shall be notified by the Issuer to the Noteholders as soon aspracticable thereafter in accordance with Condition 12 (Notices).

29

Contracts (Rights of Third Parties) Act 1999
A person who is not a party to this Agreement has no right under the Contracts (Rights ofThird Parties) Act 1999 to enforce any term of this Agreement, but this does not affect any
right or remedy of a third party which exists or is available apart from that Act.

30

General30.1This Agreement may be executed in any number of counterparts and this has the same
effect as if the signatures on the counterparts were on a single copy of this Agreement.

30.2

If any provision in or obligation under this Agreement is or becomes invalid, illegal or
unenforceable in any respect under the law of any jurisdiction, that will not affect or impair(i) the validity, legality or enforceability under the law of that jurisdiction of any otherprovision in or obligation under this Agreement, or (ii) the validity, legality or enforceability
under the law of any other jurisdiction of that or any other provision in or obligation under
this Agreement.

30.3

The Issuer shall provide as soon as reasonably practicable on request to any Agent suchinformation as it shall reasonably require for the purpose of the discharge or exercise of its
duties herein.

30.4

The Issuer shall provide the Trustee and the Principal Paying Agent for itself and fordelivery to each other Agent with a copy of the certified list of persons authorised to takeaction on behalf of the Issuer in connection with this Agreement and shall notify theTrustee, the Principal Paying Agent and each other Agent immediately in writing if any ofsuch persons ceases to be so authorised or if any additional person becomes so
authorised. Unless and until notified of any such change, each Agent may rely on thecertificate(s) most recently delivered to it and all instructions given in accordance with suchcertificate(s) shall be binding on the Issuer. The Issuer shall provide additional informationin relation to, or clarification of, any such instructions upon request from an Agent. The
Agents shall be entitled to do nothing, without liability, if conflicting, unclear or equivocal
instructions are received or in order to comply with Applicable Law.

31

Governing law and Submission to Jurisdiction

31.1

This Agreement and any non-contractual obligations arising out of or in connection withthis Agreement are governed by, and construed in accordance with, English law.

31.2

Subject to Clause 31.4, the English courts have exclusive jurisdiction to settle any disputearising out of or in connection with this Agreement, including any dispute as to its
existence, validity, interpretation, performance, breach or termination or the consequences

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of its nullity and any dispute relating to any non-contractual obligations arising out of or inconnection with this Agreement (a “Dispute”) and each party acknowledges that the
English courts are the most appropriate and convenient courts to settle any such Dispute.

31.3

For the purposes of Clauses 31.2 and 31.4, the Issuer, the Principal Paying Agent and theTrustee waive any objection to the English courts on the grounds that they are aninconvenient or inappropriate forum to settle any Dispute.

31.4

Notwithstanding Clauses 31.2 and 31.3, to the extent allowed by law, the Issuer, thePrincipal Paying Agent and the Trustee may, in respect of any Dispute or Disputes, take (i)proceedings in any other court with jurisdiction; and (ii) concurrent proceedings in any
number of jurisdictions.

31.5

The Issuer irrevocably appoints Signify Commercial UK Limited (Attention: Company
Secretary), Philips Centre, Guildford Business Park, Guildford, Surrey GU2 8XG as its
agent under this Agreement for service of process in any proceedings before the English
courts in relation to any Dispute and agrees that, in the event of Signify Commercial UK
Limited being unable or unwilling for any reason so to act, it will immediately appoint
another person as its agent for service of process in any proceedings before the English
courts in respect of any Dispute on terms acceptable to the Trustee, failing which theTrustee may appoint another process agent for this purpose. The Issuer agrees that failure
by a process agent to notify it of any process will not invalidate service. Nothing in thisClause shall affect the right to serve process in any other manner permitted law.

31.6

If the Issuer is represented by an attorney or attorneys in connection with the signing
and/or execution and/or delivery of this Agreement, the Global Notes, Definitive Notes,
Coupons or any agreement or document referred to herein or made pursuant hereto andthe relevant power or powers of attorney is or are expressed to be governed by the laws of
the Netherlands, it is hereby expressly acknowledged and accepted by the other parties
hereto that such laws shall govern the existence and extent of such attorney’s or attorneys’
authority and the effects of the exercise thereof.

This Agreement has been entered into on the date stated at the beginning of this Agreement.

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Schedule 1
Additional Duties of the Principal Paying AgentFor so long as the Notes are represented by a Global Note, each Agent will comply with thefollowing provisions:

1

The Principal Paying Agent will inform each of Euroclear and Clearstream, Luxembourg(the “ICSDs”), through the common service provider appointed by the ICSDs to service theNotes (the “CSP”), of the initial issue outstanding amount (“IOA”) for the Notes on or prior
to the Closing Date.

2

If any event occurs that requires a mark up or mark down of the records which an ICSD
holds for its customers to reflect such customers’ interest in the Notes, the Principal Paying
Agent will (to the extent known to it) promptly provide details of the amount of such markup or mark down, together with a description of the event that requires it, to the ICSDs(through the CSP) to ensure that the IOA of the Notes remains at all times accurate.

3

The Principal Paying Agent will at least once every month reconcile its record of the IOA of
the Notes with information received from the ICSDs (through the CSP) with respect to the
IOA maintained by the ICSDs for the Notes and will promptly inform the ICSDs (throughthe CSP) of any discrepancies.

4

The Principal Paying Agent will promptly assist the ICSDs (through the CSP) in resolving
any discrepancy identified in the IOA of the Notes.

5

The Principal Paying Agent will promptly provide to the ICSDs (through the CSP) details of
all amounts paid by it under the Notes (or, where the Notes provide for delivery of assets
other than cash, of the assets so delivered).

6

The Principal Paying Agent will (to the extent known to it) promptly provide to the ICSDs(through the CSP) notice of any changes to the Notes that will affect the amount of, or datefor, any payment due under the Notes.

7

The Principal Paying Agent will (to the extent known to it) promptly provide to the ICSDs(through the CSP) copies of all information that is given to the holders of the Notes.

8

The Principal Paying Agent will promptly pass on to the Issuer all communications it
receives from the ICSDs directly or through the CSP relating to the Notes.

9

The Principal Paying Agent will (to the extent known to it) promptly notify the ICSDs(through the CSP) of any failure by the Issuer to make any payment or delivery due under
the Notes when due.

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Schedule 2
Form of Change of Control Put Notice

SIGNIFY N.V.
(Incorporated as a public limited liability company (naamloze vennootschap) under the laws of theNetherlands registered at the Dutch Chamber of Commerce with number 65220692)€675,000,000 2.000 per cent. Fixed Rate Notes due 2024
By depositing this duly completed Notice with the Principal Paying Agent for the €675,000,000
2.000 per cent. Fixed Rate Notes due 2024 (the “Notes”) of Signify N.V. (the “Issuer”), theundersigned holder of the Notes [which are surrendered with this Notice] 1 and referred to below
irrevocably exercises its option to have [the full/………]principal amount of the Notes redeemed inaccordance with Condition 6.4 (Redemption at the option of the Holders following a Change ofControl Put Event) on [redemption date].
This Notice relates to Notes in the aggregate principal amount of…………….bearing the following
serial numbers:………………………………………………....................………...........................…..............................
.............................
If the Notes referred to above are to be returned 2 to the undersigned under Clause 10.6 of the
Agency Agreement, they should be returned by uninsured post to:………………………………………………....................……….............................................................
.............................
Payment Instructions
Please make payment in respect of the above-mentioned Notes by [cheque posted to the above
address/transfer to the following bank account]3
Bank: ……………………….. Branch Address:………………………..

Branch Code: ….…………………….. Account Number:………………………..

Name of holder:………………………..………………………..

Signature of holder:………………………..………………………..
[To be completed by recipient Principal Paying Agent][Details of missing unmatured Coupons
Received by:………………………..]…………………………………………
[Signature and stamp of Paying Agent]

At its office at: ………………………..

On:…………………..

NOTES:
1.

Include for definitive Notes.

2.

The Agency Agreement provides that Notes so returned will be sent by post, uninsured
and at the risk of the Noteholder, unless the Noteholder otherwise requests and pays thecosts of such insurance to the Principal Paying Agent at the time of depositing the Notereferred to above.

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Complete as appropriate.

N.B. The Principal Paying Agent will not in any circumstances be liable to the depositing
Noteholder or any other person for any loss or damage arising from any act, default oromission of the Principal Paying Agent in relation to the Notes or any of them (including,
without limitation, in relation to any Note evidencing any of them) unless such loss ordamage was caused by the negligence, wilful default, fraud or bad faith of the Principal
Paying Agent or its directors, officers or employees. Notwithstanding the foregoing thePrincipal Paying Agent will under no circumstances be liable to the depositing Noteholder
or any other person for any consequential loss (being loss of business, goodwill,
opportunity or profit), even if advised of the possibility of such loss.
This Change of Control Put Notice is not valid unless paragraphs requiring completion are duly
completed and it is signed. Once validly given, this Change of Control Put Notice may not be
withdrawn without the prior consent of the Issuer.

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SIGNATORIESThis Agreement has been entered into on the date stated at the beginning.
Signed on behalf of
SIGNIFY N.V.
By:
Name:

CITIBANK, N.A., LONDON BRANCH in its capacity as Principal Paying Agent and Calculation
Agent
By:
Name:

CITICORP TRUSTEE COMPANY LIMITED in its capacity as Trustee
By:
Name:

SIGNATURE PAGE TO THE AGENCY AGREEMENT – 2024 NOTES