Exhibit 10.18


 


	

                                         
	CLIFFORD CHANCE
高 偉 紳 律 師 行






 


EXECUTION VERSION


 


 


FWD GROUP LIMITED


 


AND


 


THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED


 





 






 


SUPPLEMENTAL AGENCY AGREEMENT


 


RELATING TO THE U.S.$250,000,000
ZERO COUPON


SUBORDINATED PERPETUAL CAPITAL
SECURITIES


TO BE CONSOLIDATED AND FORM A
SINGLE


SERIES WITH THE


U.S.$500,000,000 ZERO COUPON
SUBORDINATED


PERPETUAL CAPITAL SECURITIES


ISSUED ON 15 JUNE 2017


 





 



 









     


     


    

 


CONTENTS


 


	Clause	 	Page
	 	 	 
	1.	Interpretation	3
	2.	Incorporation of Original Agency Agreement	4
	3.	Appointment of the Agents	4
	4.	The Securities; Authentication	4
	5.	Law and Jurisdiction	6
	6.	Rights of Third Parties	6
	7.	Modification	7
	8.	Counterparts	7
	Schedule 1 Form of New Global Certificate	8
	Schedule 2 Form of New Individual Certificate	15



 






     


     


    

 


THIS SUPPLEMENTAL FISCAL AGENCY AGREEMENT is made on 6 July 2017


 


BETWEEN


 


		(1)	FWD GROUP LIMITED, an exempted company incorporated under the laws of the Cayman Islands (the "Issuer")
with company number 274405;



 


		(2)	THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED as registrar, fiscal agent, transfer agent
and calculation agent (the "Registrar", the "Fiscal Agent", the "Transfer Agent" and
the "Calculation Agent", respectively); and



 


		(3)	THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED as paying agent (together with the Fiscal
Agent, the "Paying Agents").



 


WHEREAS


 


		(A)	The Issuer has authorised the creation and issue of U.S.$250,000,000 in aggregate principal amount of
zero coupon subordinated perpetual capital securities (the "New Securities") to be consolidated and form a single series
with the U.S.$500,000,000 in aggregate principal amount of zero coupon subordinated perpetual capital securities (the "Existing
Securities" and, together with the New Securities, the "Securities").



 


		(B)	The Existing Securities are constituted by a deed of covenant dated 15 June 2017 (as amended or supplemented
from time to time, the "Original Deed of Covenant") entered into by the Issuer. The New Securities will be constituted
by a new deed of covenant dated 6 July 2017 (the "New Deed of Covenant" and, together with the Original Deed of
Covenant, the "Deed of Covenant").



 


		(C)	The Securities will be in registered form and in the denomination of U.S.$200,000 and integral multiples
of U.S.$1,000 in excess thereof. The Existing Securities are represented by a global certificate (the "Original Global Certificate"),
which are exchangeable for individual certificates ("Original Individual Certificates" and, together with the Original
Global Certificate, "Original Certificates") in the circumstances specified therein. Upon consolidation of the Existing
Securities and the New Securities on the New Issue Date (as defined herein), the New Securities will be represented by a new global certificate
as set out to Schedule 1 to this Supplemental Agency Agreement (as defined below) (the "New Global Certificate"), which
will be exchangeable for individual certificates (the "New Individual Certificates" and, together with the New Global
Certificate, the "New Certificates"), subject to the provisions of this Supplemental Agency Agreement (as defined herein).



 


		(D)	The Issuer, the Registrar, the Paying Agents and the Transfer Agent entered into a fiscal agency agreement
dated 15 June 2017 (the "Original Agency Agreement"). This supplemental agency agreement (the "Supplemental
Agency Agreement", and together with the Original Agency Agreement, the "Agency Agreement") is supplemental
to the Original Agency Agreement.



 






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IT IS AGREED as follows:


 


1.            INTERPRETATION


 


		1.1	Definitions



 


In this Supplemental Agency Agreement,
the following expressions have the following meanings:


 


"Conditions" means
the Terms and Conditions of the Securities (as scheduled to schedule 3 of the Original Agency Agreement (modified only to reflect the
aggregate principal amount of the Securities) and as modified from time to time in accordance with their terms), and any reference to
a numbered "Condition" is to the correspondingly numbered provision thereof; and


 


"New Issue Date" means
6 July 2017.


 


		1.2	Clauses and Schedules



 


Any reference in this Supplemental Agency
Agreement to a Clause or a sub-clause or a Schedule is, unless otherwise stated, to a clause or sub-clause hereof or a schedule hereto.


 


		1.3	Interpretation of Original Agency Agreement



 


All words and expressions defined in
the Original Agency Agreement shall, unless the context otherwise requires, have the same meanings in this Supplemental Agency Agreement.


 


Except to the extent that this Supplemental
Agency Agreement provides otherwise or where the context otherwise requires, all the provisions of the Original Agency Agreement other
than clause 2 (Appointment of the Agents) and clause 3 (The Securities; Authentication) of the Original Agency Agreement
shall apply mutatis mutandis to the New Securities and shall be binding upon the Securityholders as if such provisions were set
out in this Supplemental Agency Agreement and as if references therein to:


 


		(a)	"Securities" shall be to the Existing Securities and the New Securities as evidenced
by the Original Global Certificate and the New Global Certificate, respectively, to be read as a whole;



 


		(b)	"Global Certificate" shall be to the Original Global Certificate in relation to the Existing
Securities and the New Global Certificate in relation to the New Securities, to be read as a whole;



 


		(c)	"Individual Certificates" shall be to the Original Individual Certificates in relation
to the Existing Securities and the New Individual Certificates in relation to the New Securities, to be read as a whole; and



 


		(d)	"Certificates" shall be to the Original Certificates in relation to the Existing Securities
and the New Certificates in relation to the New Securities, to be read as a whole.



 






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		1.4	Terms defined in the Conditions



 


Terms and expressions used but not defined
herein have the respective meanings given to them in the Conditions.


 


		1.5	Statutes



 


Any reference in this Supplemental Agency
Agreement to any legislation (whether primary legislation or regulations or other subsidiary legislation made pursuant to primary legislation)
shall be construed as a reference to such statute, provision, statutory instrument, order or regulation as the same may have been, or
may from time to time be, amended or re-enacted .


 


		1.6	Headings



 


Headings and sub-headings are for ease
of reference only and shall not affect the construction of this Supplemental Agency Agreement.


 


		2.	INCORPORATION OF ORIGINAL AGENCY AGREEMENT



 


This Supplemental Agency Agreement shall
be read as one with the Original Agency Agreement so that all references therein to "this Agreement" shall be deemed
to refer to the Original Agency Agreement as modified and supplemented by this Supplemental Agency Agreement.


 


		3.	APPOINTMENT OF THE AGENTS



 


		3.1	Appointment



 


The Issuer appoints each Agent solely
as its agent in relation to the Securities for the purposes specified in the Agency Agreement and in the Conditions.


 


		3.2	Acceptance of appointment



 


Each Agent accepts its appointment as
agent of the Issuer in relation to the Securities and agrees to comply with the provisions of the Agency Agreement.


 


		3.3	Obligations several



 


The obligations of the Agents under
the Agency Agreement are several and not joint.


 


4.            THE
SECURITIES; AUTHENTICATION


 


		4.1	New Global Certificate



 





The New Global Certificate shall:


 





		4.1.1	be in substantially the form set out in Schedule 1 (Form of New Global Certificate);



 


		4.1.2	be executed manually or in facsimile by or on behalf of the Issuer and authenticated manually by or on
behalf of the Registrar.



 






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		4.2	New Individual Certificates



 


Each New Individual Certificate shall:


 


		4.2.1	be in substantially the form set out in Schedule 2 (Form of New Individual Certificate);



 


		4.2.2	have a unique certificate number printed thereon;



 


		4.2.3	be executed manually or in facsimile by or on behalf of the Issuer and authenticated manually by or on
behalf of the Registrar; and



 


		4.2.4	otherwise be in accordance with the format from time to time specified by the International Capital Market
Association or any successor body thereto.



 


		4.3	Signatures



 


Any signature on a New Certificate shall
be that of a person who is at the time of the creation and issue of the Securities an authorised signatory for such purpose of the Issuer
notwithstanding that such person has for any reason (including death) ceased to be such an authorised signatory at the time at which such
New Certificate is delivered.


 


		4.4	The New Global Certificate to be deposited with nominee for common depositary



 


The New Global Certificate shall be
deposited with a common depositary. The New Global Certificate shall be registered in the name of, a nominee for, and deposited with a
common depositary for the Clearing Systems.


 


		4.5	Availability of New Individual Certificates



 


If the Issuer is required to deliver
New Individual Certificates pursuant to the terms of the New Global Certificate, the Issuer shall promptly arrange for a stock of New
Individual Certificates (unauthenticated and with the names of the registered Holders left blank but executed on behalf of the Issuer
and otherwise complete) to be made available to the Registrar. The Issuer shall also arrange for such New Global Certificates and New
Individual Certificates as are required to enable the Registrar to perform its obligations under clause 4 (Exchanges of New Global
Certificates for New Individual Certificates), clause 5 (Transfers of Securities) and clause 6 (Replacement New Certificates)
of the Original Agency Agreement, as supplemented by this Supplemental Agency Agreement, to be made available to or to the order of the
Registrar from time to time.


 


		4.6	Authority to authenticate



 


The Registrar is authorised by the Issuer
to authenticate the New Global Certificate and the New Individual Certificates by the signature of any of its officers or any other person
duly authorised for the purpose by the Registrar.


 






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		4.7	Duties of the Registrar



 


The Registrar shall hold in safe
keeping all unauthenticated New Global Certificates and New Individual Certificates delivered to it in accordance with Clause 4.5
(Availability of New Individual Certificates) and shall ensure that they are authenticated and delivered only in accordance
with the terms hereof, of the New Global Certificate (if applicable) and of the Conditions.


 


5.            LAW
AND JURISDICTION


 


		5.1	Governing law



 


This Supplemental Agency Agreement and
any non-contractual obligations arising out of or in connection with it are governed by English law.


 


		5.2	English courts



 


The courts of England have exclusive
jurisdiction to settle any dispute (a "Dispute"), arising out of or in connection with this Supplemental Agency Agreement
(including a dispute relating to the existence, validity or termination of this Supplemental Agency Agreement or any non-contractual obligation
arising out of or in connection with this Supplemental Agency Agreement ) or the consequences of its nullity.


 


		5.3	Appropriate forum



 


The parties agree that the courts of
England are the most appropriate and convenient courts to settle any Dispute and, accordingly, that they will not argue to the contrary.


 


		5.4	Rights of the Agents to take proceedings outside England



 


Clause 5.2 (English courts) is
for the benefit of the Agents only. As a result, nothing in this Clause 5 (Law and jurisdiction) prevents the Agents from taking
proceedings relating to a Dispute ("Proceedings") in any other courts with jurisdiction. To the extent allowed by law,
the Agents may take concurrent Proceedings in any number of jurisdictions.


 


		5.5	Service of process



 


The Issuer agrees that the documents
which start any Proceedings and any other documents required to be served in relation to those Proceedings may be served on it by being
delivered to Law Debenture Corporate Services Limited at Fifth Floor, 100 Wood Street, London EC2V 7EX, United Kingdom, or to such other
person with an address in England or Wales and/or at such other address in England or Wales as the Issuer may specify by notice in writing
to the Agents. Nothing in this paragraph shall affect the right of any Agent to serve process in any other manner permitted by law. This
clause applies to Proceedings in England and to Proceedings elsewhere.


 


		6.	RIGHTS OF THIRD PARTIES



 


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


 






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		7.	MODIFICATION



 


This Supplemental Agency Agreement may
be amended by further agreement among the parties hereto and without the consent of the Holders.


 


		8.	COUNTERPARTS



 





This Supplemental Agency Agreement may
be executed in any number of counterparts, each of which shall be deemed an original. Any party may enter into this Supplemental Agency
Agreement by signing any such counterpart.


 


AS WITNESS the hands of the duly authorised representatives
of the parties hereto the day and year first before written.


 






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SCHEDULE 1


FORM OF NEW GLOBAL CERTIFICATE


 


THE NOTES REPRESENTED HEREBY HAVE NOT BEEN AND
WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY SECURITIES
LAW OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING THE NOTES REPRESENTED HEREBY, AGREES FOR THE BENEFIT OF THE ISSUER
THAT THE NOTES REPRESENTED HEREBY MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES
ACT AND OTHER APPLICABLE LAWS.


 


ISIN: XS1628340538


 


FWD GROUP LIMITED


 


(incorporated with limited liability
under

the laws of the Cayman Islands)


 


U.S.$250,000,000


Zero Coupon Subordinated Perpetual Capital Securities


 


GLOBAL CERTIFICATE


 


		1.	Introduction: This Global Certificate is issued in respect of the U.S.$250,000,000 zero coupon
subordinated perpetual capital securities issued on 6 July 2017 (the "New Securities") to be consolidated and form
a single series with the U.S.$500,000,000 zero coupon subordinated perpetual capital securities issued on 15 June 2017 (the "Existing
Securities" and, together with the New Securities, the "Securities") of FWD Group Limited (the "Issuer").
The Existing Securities are constituted by a deed of covenant dated 15 June 2017 (as amended or supplemented from time to time, the
 "Original Deed of Covenant") entered into by the Issuer and the New Securities are constituted by a deed of covenant
dated 6 July 2017 (as amended or supplemented from time to time, the "New Deed of Covenant" and, together with the
Original Deed of Covenant, the "Deed of Covenant") entered into by the Issuer and are each the subject of an agency agreement
dated 15 June 2017 (the "Original Agency Agreement") as supplemented by the supplemental fiscal agency agreement
dated 6 July 2017 (the "Supplemental Agency Agreement" and, together with the Original Agency Agreement and as amended
or supplemented from time to time, the "Agency Agreement") made between the Issuer, The Hongkong and Shanghai Banking
Corporation Limited as registrar (the "Registrar", which expression includes any successor registrar appointed from time
to time in connection with the Securities), The Hongkong and Shanghai Banking Corporation Limited as fiscal agent and the other paying
agents and the transfer agent named therein.



 


		2.	References to Conditions: Any reference herein to the "Conditions" is to the terms
and conditions of the New Securities attached hereto and any reference to a numbered "Condition" is to the correspondingly
numbered provision thereof.



 






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		3.	Registered holder:



 


This is to certify that:


 


HSBC NOMINEES (HONG KONG) LIMITED


 


is the person registered in the register
maintained by the Registrar in relation to the New Securities (the "Register") as the duly registered holder (the "Holder")
of


 


U.S.$250,000,000


(TWO HUNDRED AND FIFTY MILLION UNITED STATES DOLLARS)


 


in aggregate principal amount of New
Securities or such other principal amount as may from time to time be entered in the Register in accordance with the Agency Agreement
and this Global Certificate.


 


		4.	Promise to pay: The Issuer, for value received, hereby promises to pay Distribution (including
any Arrears of Distribution and any Additional Distribution Amount) on such principal sum in arrear on the dates and at the rate specified
in the Conditions, together with any additional amounts payable in accordance with the Conditions, all subject to and in accordance with
the Conditions and to pay such principal amount in the circumstances set out in Condition 5(b) (Redemption – Redemption
for tax reasons), Condition 5(c) (Redemption – Redemption for accounting reasons), Condition 5(d) (Redemption
 – Redemption at the option of the Issuer), Condition 5(e) (Redemption – Redemption upon a Change of Control),
Condition 5(f) (Redemption – Redemption upon an initial public offering) and Condition 5(g) (Redemption –
Redemption for minimum outstanding amount).



 


		5.	Exchange for Individual Certificates: This Global Certificate will be exchanged in whole (but not
in part) for duly authenticated and completed individual note certificates ("Individual Certificates") in substantially
the form (subject to completion) set out in Schedule 2 (Form of New Individual Certificate) to the Supplemental Agency Agreement
if any of the following events occurs:



 


		(a)	Euroclear Bank SA/NV ("Euroclear") or Clearstream Banking S.A. ("Clearstream,
Luxembourg") is closed for business for a continuous period of 14 days (other than by reason of legal holidays) or announces
an intention permanently to cease business; or



 


		(b)	upon a Winding-Up of the Issuer,



 


such exchange shall be effected in accordance
with paragraph 7 (Delivery of Individual Certificates) below. The Issuer shall notify the Holder of the occurrence of any of the
events specified in (a) and (b) as soon as practicable thereafter.


 


		6.	Failure to deliver Individual Certificates or to pay: If



 


Individual Certificates have not
been issued and delivered by 5:00 p.m. (London time) on the thirtieth day after the date on which the same are due to be issued
and delivered in accordance with paragraph 7 (Delivery of Individual Certificates) below, then, at 5:00 p.m. (London
time) on such thirtieth day (the "Determination Date") the Accountholder shall acquire Direct Rights in accordance
with the Deed of Covenant, without prejudice to the rights which the Holder may have hereunder and under the Deed of Covenant.


 






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Terms defined in the Deed of Covenant shall have the same
meanings when used in this paragraph 6.


 


		7.	Delivery of Individual Certificates: Whenever this Global Certificate is to be exchanged for Individual
Certificates, such Individual Certificates shall be issued in an aggregate principal amount equal to the principal amount of this Global
Certificate within five business days of the delivery, by or on behalf of the Holder, Euroclear and/or Clearstream, Luxembourg, to the
Registrar of such information as is required to complete and deliver such Individual Certificates (including, without limitation, the
names and addresses of the persons in whose names the Individual Certificates are to be registered and the principal amount of each such
person's holding) against the surrender of this Global Certificate at the Specified Office (as defined in the Conditions) of the Registrar.
Such exchange shall be effected in accordance with the provisions of the Agency Agreement and the regulations concerning the transfer
and registration of New Securities scheduled thereto and, in particular, shall be effected without charge to any Holder, but against such
indemnity as the Registrar may require in respect of any tax or other duty of whatsoever nature which may be levied or imposed in connection
with such exchange. In this paragraph, "business day" means a day on which commercial banks are open for business (including
dealings in foreign currencies) in the city in which the Registrar has its Specified Office.



 


		8.	Payment Conditions:



 


		(a)	Payment Business Day: In relation to payments made in respect of this Global Certificate, so long
as this Global Certificate is held on behalf of Euroclear or Clearstream, Luxembourg or any other clearing system, the definition for
 "business day" in Condition 6(d) (Payments on business days) shall be amended and shall be any day which
is a day on which banks are open for general business (including dealings in foreign currencies) in New York City and Hong Kong.



 


		(b)	Payment Record Date: Each payment made in respect of this Global Certificate will be made to the
person shown as the Holder in the Register at the close of business (in the relevant clearing system) on the Clearing System Business
Day before the due date for such payment (the "Record Date") where "Clearing System Business Day" means
a day on which each clearing system for which this Global Certificate is being held is open for business.



 


		9.	Conditions apply: Save as otherwise provided herein, the Holder of this Global Certificate shall
have the benefit of, and be subject to, the Conditions and, for the purposes of this Global Certificate, any reference in the Conditions
to "Certificate" or "Certificates" shall, except where the context otherwise requires, be construed
so as to include this Global Certificate.



 


		10.	Notices: Notwithstanding Condition 14 (Notices), so long as this Global Certificate is
                                                           held on behalf of Euroclear, Clearstream, Luxembourg or any other clearing system (an "Alternative Clearing
                                                           System"), notices to Holders of New Securities represented by this Global Certificate may be given by delivery of the
                                                           relevant notice to Euroclear, Clearstream, Luxembourg or (as the case may
be) such Alternative Clearing System.



 






     - 10 -


     


    

 


		11.	Determination of entitlement: This Global Certificate is evidence of entitlement only and is not
a document of title. Entitlements are determined by the Register and only the Holder is entitled to payment in respect of this Global
Certificate.



 


		12.	Authentication: This Global Certificate shall not be valid for any purpose until it has been authenticated
for and on behalf of The Hongkong and Shanghai Banking Corporation Limited as registrar.



 


		13.	Governing law: This Global Certificate and any non-contractual obligations arising out of or in
connection with it are governed by English law.



 






     - 11 -


     


    

 


AS WITNESS the manual or facsimile signature of a duly authorised
person for and on behalf of the Issuer.


 


FWD GROUP LIMITED


 


	By:	 	 
	 	[manual or facsimile signature]	 
	 	(duly authorised)	 
	 	 	 
	ISSUED on the issue date	 
	 	 
	AUTHENTICATED for and on behalf of
	THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED 
	as registrar without recourse, warranty or liability
	 
	By:	 	 
	 	[manual signature]	 
	 	(duly authorised)	 



 






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FORM OF TRANSFER


 


FOR VALUE RECEIVED _________________________, being the
registered holder of
this          Global          Certificate,          hereby          transfers
to_______________________________________________________________________________________________________________________
of_______________________________________________________________________________________________________________________

_________________________________________________________________________________________________________________________

_________________________________________________________________________________________________________________________, U.S.
dollars ____________________________ in principal amount of the U.S.$250,000,000 zero coupon subordinated perpetual capital
securities (the "New Securities") to be consolidated and form a single series with the U.S.$500,000,000 zero coupon
subordinated perpetual capital securities issued on 15 June 2017 of FWD Group Limited (the "Issuer") and
irrevocably requests and authorises The Hongkong and Shanghai Banking Corporation Limited, in its capacity as registrar in relation
to the New Securities (or any successor to The Hongkong and Shanghai Banking Corporation Limited, in its capacity as such) to effect
the relevant transfer by means of appropriate entries in the register kept by it.


 


	Dated:	 	 
	 	 	 
	By:	 	 
	 	(duly authorised)	 



 


Securities


 


The name of the person by or on whose behalf this
form of transfer is signed must correspond with the name of the registered holder as it appears on the face of this Global Certificate.


 


		(a)	A representative of such registered holder should state the capacity in which he signs, e.g. executor.



 


		(b)	The signature of the person effecting a transfer shall conform to any list of duly authorised specimen
signatures supplied by the registered holder or be certified by a recognised bank, notary public or in such other manner as the Registrar
may require.



 


		(c)	Any transfer of New Securities shall be in an amount equal to U.S.$200,000 or an integral multiple of
U.S.$1,000 in excess thereof.



 






     - 13 -


     


    

 


[Attached to the Global Certificate:]


 


[Terms and Conditions as set out in the [          ]
Schedule]


 


[At the foot of the Terms and Conditions:]


 


FISCAL AGENT, PAYING AND TRANSFER AGENT AND REGISTRAR


 


The Hongkong and Shanghai Banking Corporation Limited





30th
Floor, HSBC Building





1 Queen’s Road Central





Hong Kong


 






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SCHEDULE 2


FORM OF NEW INDIVIDUAL CERTIFICATE


 


[THE NOTES REPRESENTED HEREBY HAVE NOT BEEN AND
WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY SECURITIES LAW
OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING THE NOTES REPRESENTED HEREBY, AGREES FOR THE BENEFIT OF THE ISSUER
THAT THE NOTES REPRESENTED HEREBY MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES
ACT AND OTHER APPLICABLE LAWS.]


 


	Serial Number:	 	 



 


FWD GROUP LIMITED


 


(incorporated with limited liability
under

the laws of the Cayman Islands)


 


U.S.$250,000,000


Zero Coupon Subordinated Perpetual Capital Securities


 


This Certificate is issued in respect of the U.S.$250,000,000
zero coupon subordinated perpetual capital securities issued on 6 July 2017 (the "New Securities") which have been
consolidated and form a single series with the U.S.$500,000,000 zero coupon subordinated perpetual capital securities issued on 15 June 2017
(the "Existing Securities" and, together with the New Securities, the "Securities") of FWD Group Limited
(the "Issuer"). The Existing Securities are constituted by a deed of covenant dated 15 June 2017 and the New Securities
are constituted by a deed of covenant dated 6 July 2017 and are each the subject of an agency agreement dated 15 June 2017 as
supplemented by a supplemental fiscal agency agreement dated 6 July 2017 (together and, as amended or supplemented from time to time,
the "Agency Agreement") made between the Issuer, The Hongkong and Shanghai Banking Corporation Limited as registrar (the
 "Registrar", which expression includes any successor registrar appointed from time to time in connection with the Securities),
The Hongkong and Shanghai Banking Corporation Limited as fiscal agent and the other paying agents and the transfer agent named therein.


 


Any reference herein to the "Conditions"
is to the terms and conditions of the New Securities endorsed hereon and any reference to a numbered "Condition" is to
the correspondingly numbered provision thereof.


 


This is to certify that:


 


		 	 
	 	of	 	 
	 	 	 



 






     - 15 -


     


    

 


is the person registered in the register maintained
by the Registrar in relation to the New Securities (the "Register") as the duly registered holder or, if more than one
person is so registered, the first-named of such persons (the "Holder") of:


 


U.S.$[•]


 


(U.S.$._________________________________________________
UNITED STATES DOLLARS )


 


in aggregate principal amount of the New Securities.


 


The Issuer, for value received, hereby promises
to pay Distribution (including any Arrears of Distribution and any Additional Distribution Amount) on such principal sum in arrear on
the dates and at the rate specified in the Conditions, together with any additional amounts payable in accordance with the Conditions,
all subject to and in accordance with the Conditions and to pay such principal amount in the circumstances set out in Condition 5(b) (Redemption
 – Redemption for tax reasons), Condition 5(c) (Redemption – Redemption for accounting reasons), Condition
5(d) (Redemption – Redemption at the option of the Issuer), Condition 5(e) (Redemption – Redemption upon
a Change of Control), Condition 5(f) (Redemption – Redemption upon initial public offering) and Condition 5(g) (Redemption
 – Redemption for minimum outstanding amount).


 


This Certificate is evidence of entitlement only
and is not a document of title. Entitlements are determined by the Register and only the Holder is entitled to payment in respect of this
Certificate.


 


This Certificate shall not be valid for any purpose
until it has been authenticated for and on behalf of The Hongkong and Shanghai Banking Corporation Limited as registrar.


 






     - 16 -


     


    

 


AS WITNESS
the manual or facsimile signature of a duly authorised person for and on behalf of the Issuer.


 


FWD GROUP LIMITED


 


	By:	 	 
	 	[manual or facsimile signature]	 
	 	(duly authorised)	 



 


ISSUED
as of [issue date]


AUTHENTICATED
for and on behalf of


 


THE HONGKONG
AND SHANGHAI BANKING CORPORATION LIMITED as registrar without recourse, warranty


or liability


 





	By:	 	 
	 	[manual signature]	 
	 	(duly authorised)	 


 






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FORM OF TRANSFER


 


FOR VALUE RECEIVED ____________________________, being the registered holder of
this               Certificate,               hereby                transfers
to_______________________________________________________________________________________________________________________
of_______________________________________________________________________________________________________________________

 ________________________________________________________________________________________________________________________ U.S.
dollars _________________________ in principal amount of the U.S.$250,000,000 zero coupon subordinated perpetual capital
New Securities (the "New Securities") to be consolidated and form a single series with the U.S.$500,000,000 zero
coupon subordinated perpetual capital securities issued on 15 June 2017 of FWD Group Limited (the "Issuer")
and irrevocably requests and authorises The Hongkong and Shanghai Banking Corporation Limited, in its capacity as registrar in
relation to the New Securities (or any successor to The Hongkong and Shanghai Banking Corporation Limited, in its capacity as such)
to effect the relevant transfer by means of appropriate entries in the register kept by it.


 





	Dated:	 	 
	 	 	 
	By:	 	 
	 	(duly authorised)	 
	 	 	 


 


Securities


 


The name of the person by or on whose behalf this
form of transfer is signed must correspond with the name of the registered holder as it appears on the face of this Certificate.


 


	 	(a)	A representative of such registered holder should state the capacity in which he signs, e.g. executor.


 


	 	(b)	The signature of the person effecting a transfer shall conform to any list of duly authorised specimen signatures supplied by the registered holder or be certified by a recognised bank, notary public or in such other manner as the Registrar may require.


 


	 	(c)	Any transfer of New Securities shall be in an amount equal to U.S.$200,000 or any integral multiple of U.S.$1,000 in excess thereof.


 






     - 18 -


     


    

 


[Attached to each Certificate:]


 


[Terms
and Conditions as set out in the [          ] Schedule]


 


[At the foot of the Terms and Conditions:]


 


FISCAL AGENT, PAYING AND TRANSFER AGENT AND REGISTRAR


 


The Hongkong and Shanghai
Banking Corporation Limited


30th
Floor, HSBC Building


1 Queen’s Road
Central


Hong Kong


 






     - 19 -


     


    

 


SIGNATURES


 


The Issuer


 


For and on behalf of


 


FWD GROUP LIMITED


 


By:                      [***] 


 


Signature pages - Fiscal Agency Agreement
(Tap)


 






     


     


    

 


The Registrar, the Fiscal Agent, the Transfer Agent, the Calculation
Agent and the Paying Agent


 


For
and on behalf of


 


THE HONGKONG AND SHANGHAI BANKING CORPORATION
LIMITED


 


By:                      [***]


 


[***]