Exhibit 10.12


 


EXECUTION VERSION


 


Dated 11 January 2019


 


FWD GROUP LIMITED


 


and


 


THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED


 


SUPPLEMENTAL FISCAL AGENCY AGREEMENT


 


relating to the U.S.$164,000,000
Zero Coupon Subordinated Perpetual Capital Securities

(to be consolidated and form a single series with the U.S.$150,000,000 Zero Coupon

Subordinated Perpetual Capital Securities issued on 16 November 2017)


 





 


Ref: L-280729


 


Linklaters


 






     


     


    

 


Table of Contents


 


	Contents	Page
	 	 	 
	1	Interpretation	3
	 	 	 
	2	Incorporation of Existing Fiscal Agency Agreement	4
	 	 	 
	3	Appointment of the Agents	4
	 	 	 
	4	The Securities; Authentication	4
	 	 	 
	5	Exchanges of Global Certificate for Individual Certificates	5
	 	 	 
	6	Transfers of Securities	5
	 	 	 
	7	Replacement New Certificates	6
	 	 	 
	8	Terms of Appointment	7
	 	 	 
	9	Law and Jurisdiction	7
	 	 	 
	10	Rights of Third Parties	8
	 	 	 
	11	Modification	8
	 	 	 
	12	Counterparts	8


 


	Schedule 1 	Form of New Global Certificate	9
	 	 	 
	Schedule 2 	Form of New Individual Certificate	15


 






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This Supplemental Fiscal Agency Agreement
is made on 11 January 2019 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.$164,000,000 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.$150,000,000 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 16 November 2017 (as amended
or supplemented from time to time, the “Existing Deed of Covenant”) entered into by the Issuer. The New Securities
will be constituted by a new deed of covenant dated 11 January 2019 (the "New Deed of Covenant" and, together with
the Existing 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 “Existing Global Certificate”),
which are exchangeable for individual certificates (“Existing Individual Certificates” and, together with the Existing
Global Certificate, “Existing 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 Existing Global Certificate will be cancelled and exchanged
for a new global certificate as set out to Schedule 1 to this Supplemental Fiscal 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
Fiscal Agency Agreement (as defined herein).



 


		(D)	The Issuer, the Registrar, the Paying Agents and the Transfer Agent entered into a fiscal agency agreement
dated 16 November 2017 (the "Existing Fiscal Agency Agreement"). This supplemental fiscal agency agreement (the
 "Supplemental Fiscal Agency Agreement", and together with the Existing Fiscal Agency Agreement, the "Fiscal Agency
Agreement") is supplemental to the Existing Fiscal Agency Agreement.



 






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It is agreed as follows:


 


		1	Interpretation



 


		1.1	Definitions



 


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


 


“Conditions” means
the Terms and Conditions of the Securities (which shall be substantially in the form set out in schedule 3 of the Existing Fiscal Agency
Agreement 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;


 


“HSBC Group” means
HSBC Holdings PLC together with its subsidiary undertakings from time to time; and


 


“New Issue Date”
means 11 January 2019.


 


		1.2	Clauses and Schedules



 


Any reference in this Supplemental Fiscal
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 Existing Fiscal Agency Agreement



 


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


 


Except to the extent that this Supplemental
Fiscal Agency Agreement provides otherwise or where the context otherwise requires, all the provisions of the Existing Fiscal Agency Agreement
other than clause 2 (Appointment of the Agents), clause 3 (The Securities; Authentication), clause 4 (Exchanges of Global Certificate
for Individual Certificates), clause 5 (Transfers of Securities) and clause 6 (Replacement Certificates) 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 Fiscal Agency
Agreement and as if references therein to:


 


		(a)	"Securities" shall be to the Existing Securities and the New Securities as evidenced
by the New Global Certificate;



 


		(b)	"Global Certificate" shall be to the Original Global Certificate in relation to the Existing
Securities and upon consolidation, the New Global Certificate in relation to the Securities; and



 


		(c)	"Individual Certificates" shall be to the Individual Certificates in relation to the
Existing Securities and upon consolidation, the New Individual Certificates in relation to the Securities.



 


		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
Fiscal 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.


 






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		1.6	Headings



 


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


 


		2	Incorporation of Existing Fiscal Agency Agreement



 


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


 


		3.3	Obligations several



 


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


 


		4	The
Securities; Authentication



 


		4.1	Existing Global Certificate



 


The Existing Global Certificate shall,
upon the consolidation of the Existing Securities and the New Securities on the New Issue Date, be cancelled and exchanged for the New
Global Certificate, which will be exchangeable for New Individual Certificates.


 


		4.2	New Global Certificate



 


The New Global Certificate shall:


 


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



 


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



 


		4.3	Individual Certificates



 


Each New Individual Certificate shall:


 


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



 


		4.3.2	have a unique certificate number printed thereon;



 


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



 






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



 


		4.4	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.


 


		4.5	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.


 


		4.6	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 respective obligations under Clause 5 (Exchanges of
New Global Certificates for New Individual Certificates), Clause 6 (Transfers of Securities) and Clause 7 (Replacement
New Certificates) to be made available to or to the order of the Registrar from time to time.


 


		4.7	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.


 


		4.8	Duties of the Registrar



 


The Registrar shall hold in safe keeping
of all unauthenticated New Global Certificates and New Individual Certificates delivered to it in accordance with Clause 4.6 (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	Exchanges of Global Certificate for Individual Certificates



 


If the New Global Certificate becomes
exchangeable for New Individual Certificates in accordance with its terms, the Registrar shall authenticate and deliver to each person
designated by a Clearing System a New Individual Certificate in accordance with the terms of the Agency Agreement and the New Global Certificate.


 


		6	Transfers of Securities



 


		6.1	Maintenance of the Register



 


The Registrar shall maintain in
relation to the Securities a register (the “Register”), which shall be kept outside of the United Kingdom at its
Specified Office in accordance with the Conditions and be made available by the Registrar to the Issuer and the other Agents for
inspection and for the taking of copies or extracts therefrom at all reasonable times. The Register shall show the aggregate
principal amount, serial numbers and dates of issue of New Certificates, the names and addresses of the initial Holders thereof and
the dates of all transfers to, and the names and addresses of, all subsequent Holders thereof, all cancellations of New Certificates
and all replacements of New Certificates.


 






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		6.2	Registration of transfers in the Register



 


The Registrar shall receive requests
for the transfer of Securities in accordance with the Conditions and the Regulations and shall make the necessary entries in the Register.


 


		6.3	Transfer Agent to receive requests for transfers of Securities



 


The Transfer Agent shall receive requests
for the transfer of Securities in accordance with the Conditions and the Regulations and assist, if required, in the issue of New Certificates
to give effect to such transfers and, in particular, upon any such request being duly made, shall promptly notify the Registrar of:


 


		6.3.1	the aggregate principal amount of the Securities to be transferred;



 


		6.3.2	the name(s) and addresses to be entered on the Register of the Holder(s) of the New Certificate(s) to
be issued in order to give effect to such transfer; and



 


		6.3.3	the place and manner of delivery of the New Certificate(s) to be delivered in respect of such transfer



 


and shall forward the New Certificate(s) relating to
the Securities to be transferred (with the relevant form(s) of transfer duly completed) to the Registrar with such notification.


 


		7	Replacement
New Certificates



 


		7.1	Delivery of Replacements



 


Subject to receipt of replacement New
Global Certificates and/or New Individual Certificates (as the case may be), the Registrar shall, upon and in accordance with the instructions
of the Issuer (which instructions may, without limitation, include terms as to the payment of expenses and as to evidence, security and
indemnity), complete, authenticate and deliver a New Global Certificate or New Individual Certificate which the Issuer has determined
to issue as a replacement for any New Global Certificate or New Individual Certificate which has been mutilated or defaced or which has
been or is alleged to have been destroyed, stolen or lost; provided, however, that the Registrar shall not deliver any New Global
Certificate or New Individual Certificate as a replacement for any New Global Certificate or New Individual Certificate which has been
mutilated or defaced otherwise than against surrender of the same and shall not issue any replacement New Global Certificate or New Individual
Certificate until the applicant has furnished the Registrar with such evidence and indemnity as the Issuer and/or the Registrar may reasonably
require and has paid such costs and expenses as may be incurred in connection with such replacement.


 


		7.2	Replacements to be Numbered



 


Each replacement New Global Certificate
or New Individual Certificate delivered hereunder shall bear a unique serial number.


 






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		7.3	Cancellation and destruction



 


The Registrar shall cancel and destroy
each mutilated or defaced New Global Certificate or New Individual Certificate surrendered to it in respect of which a replacement has
been delivered.


 


		7.4	Notification



 


The Registrar shall, upon request,
notify the Issuer and the other Agents of the delivery by it of any replacement New Global Certificate or New Individual Certificate,
specifying the serial number thereof and the serial number (if any and if known) of the New Global Certificate or New Individual Certificate
which it replaces and confirming (if such is the case) that the New Global Certificate or New Individual Certificate which it replaces
has been cancelled and destroyed.


 


		8	Terms
of Appointment



 


		8.1	Confidentiality



 


The Agent will treat information about
the Issuer and the services to be provided under the terms of this Agreement (“Confidential Information”) as secret
and confidential and will not, without Issuer’s prior written consent or authority, disclose to any third party the Confidential
Information except in the following circumstances (in which case the Confidential Information may be disclosed to third parties, including
affiliates of the Agent):


 


		8.1.1	by the Agent, where necessary to perform the Agent’s obligations under this Agreement; or



 


		8.1.2	where the disclosing party is under a legal or regulatory obligation to disclose, where the law permits
it to do so or where the disclosing party has been requested to do so by any legal, regulatory, governmental or fiscal body in any jurisdiction.



 


		8.2	Disclosure of Information



 


The Agent may collect, use and disclose
personal data about the Issuer (if it is an individual) or individuals associated with the Issuer (whether or not it is an individual),
so that the Agent can carry out its obligations to the Issuer and for other related purposes, including auditing, monitoring and analysis
of its business, fraud and crime prevention, money laundering, legal and regulatory compliance, and the marketing by the Agent or members
of the HSBC Group of other services. The Agent may also transfer the personal data to any country (including countries outside where the
Agent provides the services to be provided under the terms of this Agreement where there may be less stringent data protection laws) to
process information on the Agent’s behalf. Wherever it is processed, the personal data will be protected with security measures
and a degree of care to which all members of the HSBC Group and their staff are subject and will only be used in accordance with the Issuer’s
instructions.


 


		9	Law
and Jurisdiction



 


		9.1	Governing law



 


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


 






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		9.2	English courts



 


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


 


		9.3	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.


 


		9.4	Rights of the Agents to take proceedings outside England



 


Clause 9.2 (English courts)
is for the benefit of the Agents only. As a result, nothing in this Clause 9 (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.


 


		9.5	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.


 


		10	Rights of Third Parties



 


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


 


		11	Modification



 


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


 


		12	Counterparts



 


This Supplemental Fiscal Agreement may
be executed in any number of counterparts, each of which shall be deemed an original. Any party may enter into this Supplemental Fiscal
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: XS1716777344


Certificate No.2


 


FWD GROUP LIMITED


 


(incorporated with limited liability
under

 the laws of the Cayman Islands)


 


U.S.$164,000,000


Zero Coupon Subordinated
Perpetual Capital Securities

(to be consolidated and form a single series with the U.S.$150,000,000 Zero Coupon 

Subordinated Perpetual
Capital Securities issued on 16 November 2017)


 


GLOBAL CERTIFICATE


 


		1	Introduction: This Global Certificate is issued in respect of each of (i) the U.S.$164,000,000
zero coupon subordinated perpetual capital securities issued on 11 January 2019 (the “New Securities”) to be consolidated
and form a single series with (ii) the U.S.$150,000,000 zero coupon subordinated perpetual capital securities issued on 16 November 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 16 November 2017 (as
amended or supplemented from time to time, the “Existing Deed of Covenant”) entered into by the Issuer and the New
Securities are constituted by a deed of covenant dated 11 January 2019 (as amended or supplemented from time to time, the “New
Deed of Covenant” and, together with the Existing Deed of Covenant, the “Deed of Covenant”) entered into
by the Issuer and are each the subject of a fiscal agency agreement dated 16 November 2017 (the “Existing Fiscal Agency
Agreement”) as supplemented by the supplemental fiscal agency agreement dated 11 January 2019 (the “Supplemental
Fiscal Agency Agreement”, and together with the Existing Fiscal Agency Agreement and as amended or supplemented from time to
time, the “Fiscal Agency Agreement”) and 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. The global certificate dated 16 November 2017 in respect of the Existing Securities has been cancelled and replaced
by this Global Certificate.



 


		2	References to Conditions: Any reference herein to the “Conditions”
is to the terms and conditions of the 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 Securities (the “Register”) as the duly registered holder (the “Holder”)
of


 


U.S.$164,000,000


(ONE HUNDRED AND SIXTY-FOUR MILLION UNITED STATES DOLLARS)


 


in aggregate principal amount of Securities
or such other principal amount as may from time to time be entered in the Register in accordance with the Fiscal 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 Fiscal
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.


 


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


 






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		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 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 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.



 


		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.



 






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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.$164,000,000 zero coupon subordinated perpetual capital securities (the “Securities”)
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 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 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


 






     14


     


    

 


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.$164,000,000


Zero Coupon
Subordinated Perpetual Capital Securities 

(to be consolidated and form a single series with the U.S.$150,000,000 Zero Coupon


Subordinated Perpetual Capital Securities issued on 16 November 2017)


 


This Certificate is issued in respect of (i) the
U.S.$164,000,000 zero coupon subordinated perpetual capital securities issued on 11 January 2019 (the “New Securities”)
which have been consolidated and form a single series with (ii) the U.S.$150,000,000 zero coupon subordinated perpetual capital securities
issued on 16 November 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 16 November 2017
and the New Securities are constituted by a deed of covenant dated 11 January 2019 and each are the subject of a fiscal agency agreement
dated 16 November 2017 as supplemental by a supplemental fiscal agency agreement dated 11 January 2019 (together, and as amended
or supplemented from time to time, the “Fiscal 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 Securities endorsed hereon and any reference to a numbered “Condition” is to
the correspondingly numbered provision thereof.


 


This is to certify that:


 


______________________________________


 


of ____________________________________


 


______________________________________


 


is the person registered in the register maintained
by the Registrar in relation to the 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.$164,000,000


 


(ONE HUNDRED AND SIXTY-FOUR MILLION UNITED STATES DOLLARS)


 






     15


     


    

 


in aggregate principal amount of the 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)	 




 






     17


     


    

 


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.$164,000,000 zero coupon subordinated perpetual capital securities (the “Securities”)
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 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 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 Page - Supplemental Fiscal Agency Agreement


 






     


     


    

 


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:         [***]


 


 


Signature Page - Supplemental Fiscal Agency Agreement