REG - LondonStockExGroup - Notice of Noteholder Meeting

London Stock ExchangeAnnouncement

Tue 15:45

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RNS Number : 9520X  London Stock Exchange Group PLC  24 March 2026

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF

NOTEHOLDERS.

If Noteholders are in any doubt about any aspect of the proposals in this
notice and/or the action they should take, they are recommended to seek their
own financial advice immediately from their broker, bank manager, solicitor,
accountant or other financial adviser authorised under the Financial Services
and Markets Act 2000 (if they are in the United Kingdom) or from another
appropriately authorised independent financial adviser and such other
professional adviser from their own professional advisers as they deem
necessary.

FURTHER INFORMATION REGARDING THE MATTERS REFERRED TO IN THIS ANNOUNCEMENT IS
AVAILABLE IN THE CONSENT SOLICITATION MEMORANDUM (THE "CONSENT SOLICITATION
MEMORANDUM") ISSUED BY THE ISSUER TODAY, AND ELIGIBLE NOTEHOLDERS (AS DEFINED
BELOW) ARE ENCOURAGED TO READ THIS ANNOUNCEMENT IN CONJUNCTION WITH THE SAME.

 

London Stock Exchange Group plc

(incorporated with limited liability in England and Wales under registered
number 05369106)

(the "Issuer")

NOTICE OF MEETING

to the holders of the

£500,000,000 1.625 per cent. Notes due 2030 (ISIN:XS2327297672) (the "Notes")

of the Issuer presently outstanding.

NOTICE IS HEREBY GIVEN that a meeting (the "Meeting") of the Noteholders
convened by the Issuer will be held virtually on 16 April 2026 at 10.00 a.m.
(London time) for the purpose of considering and, if thought fit, passing the
applicable resolution set out below, with the implementation of that
resolution being subject to satisfaction of the condition set out in paragraph
9(b) thereof (the "Eligibility Condition") and which resolution will be
proposed as an Extraordinary Resolution in accordance with the provisions of
the Trust Deed dated 23 March 2021, as amended, restated, modified and/or
supplemented from time to time, (the "Trust Deed") made between, inter alios,
the Issuer and HSBC Corporate Trustee Company (UK) Limited (the "Trustee").

The Issuer has determined that the Meeting will be held virtually rather than
physically in person and, in accordance with the provisions of the Trust Deed,
has requested that the Trustee prescribe appropriate regulations regarding the
holding of the Meeting.

Capitalised terms used in this Notice and not otherwise defined herein shall
have the meanings given to them in the Consent Solicitation Memorandum dated
24 March 2026 (the "Consent Solicitation Memorandum"), which is available to
Eligible Noteholders (as defined below) from the Information and Tabulation
Agent (including on the website of the Information and Tabulation Agent (the
"Transaction Website"): (https://projects.sodali.com/lseg
(https://projects.sodali.com/lseg) ) (see "Documents Available for Inspection"
below). In accordance with normal practice, the Trustee, the Solicitation
Agent, the Information and Tabulation Agent and the Principal Paying Agent
have not been involved in the formulation of the Noteholder Proposal (as
defined below). None of the Trustee, the Information and Tabulation Agent, the
Solicitation Agent, the Principal Paying Agent or any of their respective
directors, officers, employees, agents, representatives or affiliates
expresses any opinion on, nor makes any representations as to the merits of,
the Noteholder Proposal, the relevant Extraordinary Resolution or the proposed
amendments referred to in the relevant Extraordinary Resolution set out below.

None of the Trustee, the Information and Tabulation Agent, the Solicitation
Agent, the Principal Paying Agent or any of their respective directors,
officers, employees, agents, representatives or affiliates makes any
representation that all relevant information has been disclosed to Noteholders
in or pursuant to this Notice, the Consent Solicitation Memorandum or
otherwise. None of the Trustee, the Information and Tabulation Agent, the
Solicitation Agent, the Principal Paying Agent or any of their respective
directors, officers, employees, agents, representatives or affiliates has
approved the draft Supplemental Trust Deed or the draft Amended and Restated
Final Terms referred to in the relevant Extraordinary Resolution set out below
and the Trustee recommends that Noteholders arrange to inspect and review such
draft Supplemental Trust Deed and Amended and Restated Final Terms as provided
below in this Notice. Accordingly, Noteholders of the relevant Series should
take their own independent legal, financial, tax or other advice on the merits
and the consequences of voting in favour of the relevant Extraordinary
Resolution, including any tax consequences, and on the impact of the
implementation of the relevant Extraordinary Resolution.

None of the Trustee, the Information and Tabulation Agent, the Solicitation
Agent, the Principal Paying Agent or any of their respective directors,
officers, employees, agents, representatives or affiliates are responsible for
the accuracy, completeness, validity or correctness of the statements made in
the Consent Solicitation Memorandum or this Notice, or omissions therefrom.

Neither this Notice nor the Consent Solicitation Memorandum constitutes or
forms part of, or should be construed as, an offer for sale, exchange or
subscription of, or a solicitation of any offer to buy, exchange or subscribe
for, any securities of the Issuer or any other entity. The distribution of the
Consent Solicitation Memorandum may nonetheless be restricted by law in
certain jurisdictions. Persons into whose possession the Consent Solicitation
Memorandum comes are required to inform themselves about, and to observe, any
such restrictions.

BACKGROUND

On 19 January 2026, new rules implementing the Public Offers and Admissions to
Trading Regulations (the "POATRs") took effect in the UK. The rules govern the
offering of securities to the public and their admission to trading in the UK,
replacing the EU-derived UK Prospectus Regulation (Regulation (EU) 2017/1129
as it forms part of domestic law by virtue of the EUWA) (the "UK Prospectus
Regulation"). The new rules are intended to make it easier for companies to
raise capital in the UK, promote wider participation in the capital markets by
retail investors, and improve the relative competitiveness of UK regulation
compared to other jurisdictions. As a result, UK-listed companies (and wholly
owned subsidiaries of such UK-listed companies provided that the bonds are
guaranteed by the UK-listed parent) may now offer bonds to both wholesale and
UK retail investors in a single security with no increase in disclosure
compared to the previous wholesale disclosure standard. The Proposed
Amendments will allow the Notes to qualify as Plain Vanilla Listed Bonds
("PVLBs") under the POATRs, as set out in the "Rationale" section below.

Proposed Amendments

The Issuer has convened the Meeting for the purpose of enabling the
Noteholders to consider and, if they think fit, approve a proposal (the
"Noteholder Proposal") by way of an Extraordinary Resolution in relation to
the Notes for the purposes of:

(a)           amending the Specified Denominations of the Notes from
£100,000 and integral multiples of £1,000 in excess thereof to be £1,000
and integral multiples of £1,000 in excess thereof;

(b)           amending the relevant Final Terms in respect of the
Notes to reflect that the Notes will be eligible for purchase by UK retail
investors as they qualify as PVLBs; and

(c)           enabling investors to hold interests in the Notes
through Euroclear UK & Ireland Limited (formerly known as CRESTCo Limited)
("CREST") via the issuance of dematerialised depository interests ("CREST
Depository Interests" or "CDIs"),

(the "Proposed Amendments").

The Proposed Amendments are set out in more detail in the Annex below, and
will be implemented as soon as reasonably practicable following the conclusion
of the Meeting if the Extraordinary Resolution is passed (and the Eligibility
Condition is satisfied). Provided the Extraordinary Resolution is passed (and
the Eligibility Condition is satisfied) at the initial Meeting, implementation
of the Proposed Amendments is expected to occur on 20 April 2026 (the
"Implementation Date").

Rationale

The sterling corporate bond market is a key source of long-term debt finance
for LSEG plc and its subsidiaries. The Notes were issued under the EU
Prospectus Regulation (Regulation (EU) 2017/1129) and the UK Prospectus
Regulation with minimum denominations of £100,000 and were not eligible for
purchase by UK retail investors at issuance.

The amendments outlined in the Noteholder Proposal seek to (i) reduce the
minimum denominations of the Notes from £100,000 to £1,000, (ii) enable
investors to hold interests in the Notes through CREST via the issuance of
CDIs, and (iii) amend the Final Terms for the Notes to ensure the Notes are
eligible for purchase by UK retail investors. These are the minimal changes
required for the Notes to qualify as PVLBs under the POATRs, and to be
recognised as Access Bonds ("ABs") by the London Stock Exchange, facilitating
access to the Notes by UK retail investors in the secondary market.

For the Noteholders, the amendments may be expected to increase the liquidity
of the Notes. As the amendments are purely administrative in nature, there
will be no changes in cash flows for Noteholders that hold their respective
Notes to maturity. For the Issuer, the amendments will facilitate access to
the Notes by a new group of investors, which may increase the likelihood of
their participation in any future PVLB or AB issuance by the Issuer or its
subsidiaries.  For both Noteholders, the Issuer and LSEG plc, the amendments
will demonstrate support for the aim of the UK Financial Conduct Authority to
promote wider participation in the UK capital markets by UK retail investors.

Risk Factor

Interests in the Notes may be held as CREST Depositary Interests and holders
of such interests in the Notes will be subject to additional provisions and,
as a result, the rights of, and returns received by, such holders may differ
from those of holders of Notes which are not represented by CREST Depositary
Interests

CREST Depository Interests are separate legal obligations distinct from the
Notes and holders of the CDIs ("CDI Holders") will be subject to additional
provisions other than the Conditions.

CDI Holders will hold or have an interest in a separate legal instrument and
will not be the legal owners of the Notes. The rights of CDI Holders to the
Notes are represented by the relevant entitlements against the CREST
Depository which (through CREST International Nominees Limited (the "CREST
Nominee")) holds interests in the Notes. Accordingly, rights under the Notes
cannot be enforced by CDI Holders except indirectly through the intermediary
depositaries and custodians. The enforcement of rights under the Notes will be
subject to the local law of the relevant intermediaries. This could result in
an elimination or reduction in the payments that otherwise would have been
made in respect of the Notes in the event of any insolvency or liquidation of
any of the relevant intermediaries, in particular where the Notes held in
clearing systems are not held in special purpose accounts and are fungible
with other securities held in the same accounts on behalf of other customers
of the relevant intermediaries.

The rights of the CDI Holders will be governed by the arrangements between
CREST, Euroclear, Clearstream, Luxembourg and the Issuer, including the global
deed poll dated 25 June 2001 (as subsequently modified, supplemented and/or
restated (the "CREST Deed Poll"). Potential investors should note that the
provisions of the CREST Deed Poll, the rules governing the operation of CREST,
consisting of the documents constituting the 'CREST Manual' as issued by
CREST, as amended, supplemented or replaced from time to time (together, the
"CREST Manual")) and the CREST Rules (contained in the CREST Manual) contain
indemnities, warranties, representations and undertakings to be given by CDI
Holders and limitations on the liability of the CREST Depository. CDI Holders
are bound by such provisions and may incur liabilities resulting from a breach
of any such indemnities, warranties, representations and undertakings in
excess of the amounts originally invested by them. As a result, the rights of,
and returns received by, CDI Holders may differ from those of holders of Notes
which are not represented by CDIs.

In addition, CDI Holders may be required to pay fees, charges, costs and
expenses to the CREST Depository in connection with the use of the CREST
International Settlement Links Service. These will include the fees and
expenses charged by the CREST Depository in respect of the provision of
services by it under the CREST Deed Poll and any taxes, duties, charges, costs
or expenses which may be or become payable in connection with the holding of
the Notes through the CREST International Settlement Links Service.

Potential investors should note that none of the Issuer, the Solicitation
Agent, the Trustee, the Paying Agents or any of their respective directors,
officers, employees, agents, representatives or affiliates will have any
responsibility for the performance by any intermediaries through which
interests in the Notes and/or CREST Depository Interests may be held, or their
respective direct or indirect participants or account holders of their
respective obligations under the rules and procedures governing their
operations.

Investors should consider all of these matters when considering the Consent
Solicitations and the Proposed Amendments.

NOTEHOLDER PROPOSAL

Pursuant to this Notice, the Issuer has convened a Meeting to request that
Noteholders consider and agree by Extraordinary Resolution to the matters
contained in the Extraordinary Resolution set out below.

The Issuer, under the Noteholder Proposal, is requesting that the Noteholders
consider and if thought fit, pass the Extraordinary Resolution. If the
Extraordinary Resolution is passed by the Noteholders, and if the related
Eligibility Condition is satisfied, the Extraordinary Resolution will be
binding on all Noteholders, whether present or not at the relevant Meeting and
whether or not voting.

The Noteholder Proposal is being put to Noteholders for the reasons set out in
"Background" above.

Eligible Noteholders are also referred to the Consent Solicitation Memorandum
which provides further background to the Noteholder Proposal and the reasons
therefor.

CONSENT SOLICITATION

Noteholders are further given notice that the Issuer has invited Eligible
Noteholders (as defined below) (each such invitation a "Consent Solicitation")
to consent to the approval, by Extraordinary Resolution at the Meeting, of the
modification of the terms and conditions (the "Conditions") of, and the Final
Terms and the Trust Deed for, the Notes as described in paragraph 1
(#_bookmark15) of the Extraordinary Resolution as set out below, all as
further described in the Consent Solicitation Memorandum.

The Consent Solicitation Memorandum and any other documents or materials
relating to the Consent Solicitations are only for distribution or to be made
available to persons who are (i) located and resident outside the United
States and not U.S. persons or acting for the account or benefit of a U.S.
person (in each case, as defined in Regulation S under the U.S. Securities Act
of 1933, as amended (the "Securities Act")), (ii) not retail investors (as
defined in each Extraordinary Resolution below) and, if applicable and acting
on a non-discretionary basis, who are acting on behalf of beneficial owners
that are not retail investors, (iii) persons who have professional experience
in matters relating to investments who fall within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order") or high net worth entities, and other persons to whom it may
otherwise lawfully be communicated, falling within Article 49(2)(a) to (d) of
the Order, and (iv) otherwise persons to whom the relevant Consent
Solicitation can be lawfully made and that may lawfully participate in the
relevant Consent Solicitation (all such persons, "Eligible Noteholders").

Subject to the restrictions described in the previous paragraph, Noteholders
may obtain from the date of this Notice a copy of the Consent Solicitation
Memorandum from the Information and Tabulation Agent, the contact details for
which are set out below. In order to receive a copy of the Consent
Solicitation Memorandum, a Noteholder will be required to provide confirmation
as to his or her status as an Eligible Noteholder.

EXTRAORDINARY RESOLUTION
IN RESPECT OF THE £500,000,000 1.625 per cent. Notes due 6 April 2030

"THAT this Meeting of the holders (together, the "Noteholders") of the
presently outstanding £500,000,000 1.625 per cent. Notes due 6 April 2030
(the "Notes") of London Stock Exchange Group plc (the "Issuer"), constituted
by the trust deed dated 23 March 2021 as amended, restated, modified and/or
supplemented from time to time (the "Trust Deed") made between, inter alios,
the Issuer and HSBC Corporate Trustee Company (UK) Limited (the "Trustee") as
trustee for, inter alios, the Noteholders:

1.             (subject to paragraph 9 (#_bookmark16) of this
Extraordinary Resolution) assents to the modification of the terms and
conditions of the Notes (the "Conditions"), as set out in Schedule 1 to the
Trust Deed, as completed by the Final Terms applicable to the Notes dated 31
March 2021, and to consequential or related amendments to the Trust Deed and
Final Terms for the Notes, as any of the same may from time to time be
modified or amended and restated in accordance with the Trust Deed, such that:

a.             the Specified Denominations for the Notes be
£1,000 and integral multiples of £1,000 in excess thereof;

b.             the relevant Final Terms be amended to reflect that
the Notes will be eligible for purchase by UK retail investors as they qualify
as Plain Vanilla Listed Bonds; and

c.             investors are able to hold interests in the Notes
through Euroclear UK & Ireland Limited (formerly known as CRESTCo Limited)
("CREST") via the issuance of dematerialised depository interests ("CREST
Depository Interests" or "CDIs"),

all as more fully set out and (where applicable) defined in the Annex to the
Notice;

2.             (subject to paragraph 9 of this Extraordinary
Resolution) authorises, directs, requests and empowers:

(a)           the Issuer and the Trustee to execute a deed
supplemental to the Trust Deed (the "Supplemental Trust Deed") to effect the
modifications referred to in paragraph 1 of this Extraordinary Resolution, in
the form or substantially in the form of the draft produced to this Meeting,
with such amendments thereto (if any) as the Trustee shall require or agree
to;

(b)           the Issuer to execute an amended and restated final
terms in respect of the Notes (the "Amended and Restated Final Terms") to
effect the modifications referred to in paragraph 1 of this Extraordinary
Resolution, in the form or substantially in the form of the draft produced to
this Meeting, with such amendments thereto (if any) as the Trustee shall
require or agree to; and

(c)           the Issuer and the Trustee to execute and to do all
such other deeds, instruments, acts and things as may be necessary, desirable
or expedient in its sole opinion to carry out and to give effect to this
Extraordinary Resolution and the implementation of the modifications referred
to in paragraph 1 of this Extraordinary Resolution;

3.             (subject to paragraph 9 of this Extraordinary
Resolution) discharges and exonerates the Trustee from all liability for which
they may have become or may become responsible under the Trust Deed or the
Notes or any document related thereto in respect of any act or omission in
connection with the passing of this Extraordinary Resolution or its
implementation, the modifications referred to in paragraph 1 of this
Extraordinary Resolution or the implementation of those modifications or the
executing of any deeds, agreements, documents or instructions, the performance
of any acts, matters or things to be done to carry out and give effect to the
matters contemplated in the Supplemental Trust Deed, the Amended and Restated
Final Terms, the Notice or this Extraordinary Resolution;

4.             (subject to paragraph 9 of this Extraordinary
Resolution) irrevocably waives any claim that the Noteholders may have against
the Trustee arising as a result of any loss or damage which they may suffer or
incur as a result of the Trustee acting upon this Extraordinary Resolution
(including but not limited to circumstances where it is subsequently found
that this Extraordinary Resolution is not valid or binding on the holders) and
the Noteholders further confirm that the Noteholders will not seek to hold the
Trustee liable for any such loss or damage;

5.             (subject to paragraph 9 of this Extraordinary
Resolution) expressly agrees and undertakes to indemnify and hold harmless the
Trustee from and against all losses, liabilities, damages, costs, charges and
expenses which may be suffered or incurred by them as a result of any claims
(whether or not successful, compromised or settled), actions, demands or
proceedings brought against the Trustee and against all losses, costs, charges
or expenses (including legal fees) which the Trustee may suffer or incur which
in any case arise as a result of the Trustee acting in accordance with the
Extraordinary Resolution and the Trust Deed;

6.             (subject to paragraph 9 of this Extraordinary
Resolution) sanctions and assents to every abrogation, modification,
compromise or arrangement in respect of the rights of the Noteholders
appertaining to the Notes against the Issuer, whether or not such rights arise
under the Trust Deed, the Conditions or otherwise, involved in, resulting from
or to be effected by the amendments referred to in paragraph 1 of this
Extraordinary Resolution and their implementation;

7.             (subject to paragraph 9 of this Extraordinary
Resolution) waives any and all conditions precedent in respect of the
execution and delivery of the Supplemental Trust Deed and the Amended and
Restated Final Terms and implementation of this Extraordinary Resolution and
authorises, requests and instructs the Trustee not to obtain a legal opinion
in relation to the execution of the Supplemental Trust Deed and/or the Amended
and Restated Final Terms;

8.             (subject to paragraph 9 of this Extraordinary
Resolution) discharges and exonerates the Issuer from all liability for which
it may have become or may become responsible under the Trust Deed, the Notes
or any document related thereto in respect of any act or omission in
connection with the passing of this Extraordinary Resolution or the executing
of any deeds, agreements, documents or instructions, the performance of any
acts, matters or things to be done to carry out and give effect to the matters
contemplated in the Supplemental Trust Deed, the Amended and Restated Final
Terms, the Notice or this Extraordinary Resolution;

9.             declares that the implementation of this
Extraordinary Resolution shall be conditional on:

(a)           the passing of this Extraordinary Resolution; and

(b)           the quorum required for, and the requisite majority of
votes cast at, this Meeting being satisfied by Eligible Noteholders only,
irrespective of any participation at this Meeting by Ineligible Noteholders
(and would also have been so satisfied if any Ineligible Noteholders who
provide confirmation of their status as Ineligible Noteholders and waive their
right to attend (virtually) and vote (or be represented (virtually)) at the
Meeting had actually participated at the Meeting) and further resolves that,
if the Extraordinary Resolution is passed at this Meeting but such condition
is not satisfied, the chairman of this Meeting and the Trustee are hereby
authorised, directed, requested and empowered to adjourn this Meeting until
such date, not less than 13 clear days nor more than 42 clear days later, and
time and place as may be appointed by the chairman of this Meeting and
approved by the Trustee, for the purpose of reconsidering resolutions 1 to 11
of this Extraordinary Resolution with the exception of resolution 9
(#_bookmark16) (b) (#_bookmark16) of this Extraordinary Resolution, and in
place of the foregoing provisions of resolution 9(b) the relevant condition
will be satisfied if the quorum required for, and the requisite majority of
votes cast at, the adjourned Meeting are satisfied by Eligible Noteholders
only, irrespective of any participation at the adjourned Meeting by Ineligible
Noteholders (and would also have been so satisfied if any Ineligible
Noteholders who provide confirmation of their status as Ineligible Noteholders
and waive their right to attend (virtually) and vote (or be represented
(virtually)) at the adjourned Meeting had actually participated at the
adjourned Meeting);

10.          acknowledges that the following terms, as used in this
Extraordinary Resolution, shall have the meanings given below:

"Consent Solicitation in respect of the Notes" means the invitation by the
Issuer to all Eligible Noteholders to consent to the modification of the
Conditions relating to the Notes and consequential or related amendments to
the Trust Deed and Final Terms for the Notes, as described in the Consent
Solicitation Memorandum and as the same may be amended in accordance with its
terms;

"Consent Solicitation Memorandum" means the consent solicitation memorandum
dated 24 March 2026 prepared by the Issuer in relation to, inter alia, the
Consent Solicitation in respect of the Notes;

"Eligible Noteholder" means each Noteholder who is (a) located and resident
outside the United States and not a U.S. person or acting for the account or
benefit of a U.S. person (in each case, as defined in Regulation S under the
Securities Act), (b) not a retail investor and, if applicable and acting on a
non-discretionary basis, who is acting on behalf of a beneficial owner that is
not a retail investor, (c) persons who have professional experience in matters
relating to investments who fall within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order")
or high net worth entities, and other persons to whom it may otherwise
lawfully be communicated, falling within Article 49(2)(a) to (d) or the Order,
and (d) otherwise a person to whom the Consent Solicitation in respect of the
Notes can be lawfully made and that may lawfully participate in the Consent
Solicitation in respect of the Notes;

"Ineligible Noteholder" means each Noteholder who is not an Eligible
Noteholder;

"Notice" means the notice given by the Issuer to Noteholders on or around 24
March 2026;

"retail investor" means (A) a person in the EEA who is one (or both) of: (i) a
retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU
(as amended or superseded, "MiFID II"); or (ii) a customer within the meaning
of Directive 2016/97, where that customer would not qualify as a professional
client as defined in point (10) of Article 4(1) of MiFID II; or (B) a person
in the UK who is not a professional client, as defined in point (8) of Article
2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue
of the European Union (Withdrawal) Act 2018; and

"Securities Act" means the U.S. Securities Act of 1933, as amended.

11.          agrees that capitalised terms in this document where not
defined herein shall have the meanings given to them in the Trust Deed or the
Notice, as applicable."

INELIGIBLE NOTEHOLDERS

Submission of Ineligible Holder Instructions

Any Noteholder that is not an Eligible Noteholder may not participate in the
Consent Solicitations. However, any Ineligible Noteholder may deliver, or
arrange to have delivered on its behalf, a valid Ineligible Holder Instruction
(as defined below).

In respect of any Notes held through Euroclear Bank SA/NV ("Euroclear") or
Clearstream Banking S.A. ("Clearstream, Luxembourg" and, together with
Euroclear, the "Clearing Systems"), the submission of Ineligible Holder
Instructions will have occurred upon receipt by the Information and Tabulation
Agent from Euroclear or Clearstream, Luxembourg, as applicable, of a valid
instruction (an "Ineligible Holder Instruction") submitted in accordance with
the requirements of Euroclear or Clearstream, Luxembourg, as applicable. Each
such Ineligible Holder Instruction must specify, among other things, the
aggregate principal amount of the Notes which are subject to such Ineligible
Holder Instruction, and the securities account number at the relevant Clearing
System in which the relevant Notes are held. The receipt of such Ineligible
Holder Instruction by the relevant Clearing System will be acknowledged in
accordance with the standard practices of such Clearing System and will result
in the blocking of the relevant Notes in the relevant Ineligible Noteholder's
account with such Clearing System so that no transfers may be effected in
relation to such Notes until the earlier of (i) the date on which the relevant
Ineligible Holder Instruction is validly revoked (including the automatic
revocation of such Ineligible Holder Instruction on the termination of the
related Consent Solicitation in accordance with the terms of the Consent
Solicitation) and (ii) the conclusion of the Meeting (or, if applicable, any
adjourned Meeting).

Only Direct Participants (as defined under "Voting and Quorum" below) may
submit Ineligible Holder Instructions. Each beneficial owner of Notes who is
an Ineligible Noteholder and is not a Direct Participant, must arrange for the
Direct Participant through which such beneficial owner of Notes who is an
Ineligible Noteholder holds its Notes to submit an Ineligible Holder
Instruction on its behalf to the relevant Clearing System before the deadlines
specified by the relevant Clearing System.

By delivering, or arranging for the delivery on its behalf, of an Ineligible
Holder Instruction in accordance with the procedures described below, a
Noteholder shall (A) waive its right to attend (virtually) and vote (or be
represented (virtually)) at the Meeting (as the consequence of the eligibility
condition set out in paragraph 9(b) of the relevant Extraordinary Resolution
is that such Extraordinary Resolution will only be implemented where it is
passed irrespective of any participation at the Meeting by Ineligible
Noteholders, such that the attendance and voting at the Meeting by an
Ineligible Noteholder will be of no consequence for such implementation) and
(B) agree, acknowledge, represent, warrant and undertake to the Issuer, the
Trustee, the Principal Paying Agent, the Solicitation Agent and the
Information and Tabulation Agent at (i) the time of submission of such
Ineligible Holder Instruction, (ii) the Expiration Date, (iii) the time of the
Meeting and at the time of any adjourned Meeting and (iv) the Implementation
Date (and if a Noteholder or Direct Participant (as defined below) on behalf
of any Noteholder is unable to make any such agreement or acknowledgement or
give any such representation, warranty or undertaking, such Noteholder or
Direct Participant should contact the Information and Tabulation Agent
immediately) that:

(a)           It is an Ineligible Noteholder.

(b)           It is not a person or entity (a "Person") (A) that is,
or is directly or indirectly owned or controlled by a Person that is,
described or designated in (i) the most current "Specially Designated
Nationals and Blocked Persons" list (which as of the date hereof can be found
at: https://sanctionslist.ofac.treas.gov/Home/SdnList
(https://sanctionslist.ofac.treas.gov/Home/SdnList) ) or (ii) the Foreign
Sanctions Evaders List (which as of the date hereof can be found at:
https://sanctionslist.ofac.treas.gov/Home/ConsolidatedList
(https://sanctionslist.ofac.treas.gov/Home/ConsolidatedList) ) or (iii) the
most current "Consolidated list of persons, groups and entities subject to EU
financial sanctions" (which as of the date hereof can be found at:
https://data.europa.eu/data/datasets/consolidated-list-of-persons-groups-and-entities-subject-to-eu-financial-sanctions?locale=en
(https://data.europa.eu/data/datasets/consolidated-list-of-persons-groups-and-entities-subject-to-eu-financial-sanctions?locale=en)
) or (iv) the most current "UK sanctions list" (which as of the date hereof
can be found at:
https://www.gov.uk/government/publications/the-uk-sanctions-list
(https://www.gov.uk/government/publications/the-uk-sanctions-list) ); or (B)
that is otherwise the subject of any sanctions administered or enforced by any
Sanctions Authority, other than solely by virtue of their inclusion in: (i)
the most current "Sectoral Sanctions Identifications" list (which as of the
date hereof can be found at:
https://www.treasury.gov/ofac/downloads/ssi/ssilist.pdf
(https://www.treasury.gov/ofac/downloads/ssi/ssilist.pdf) ) (the "SSI List"),
(ii) Annexes 3, 4, 5 and 6 of Council Regulation No. 833/2014, as amended from
time to time including by Council Regulation No. 960/2014 and Council
Regulation (EU) No 1290/2014 and Council Regulation (EU) No 2015/1797 and
Council Regulation (EU) No 2017/2212 (the "EU Annexes"), or (iii) any other
list maintained by a Sanctions Authority, with similar effect to the SSI List
or the EU Annexes. For these purposes "Sanctions Authority" means each of: (i)
the United States government; (ii) the United Nations; (iii) the European
Union (or any of its member states); (iv) the United Kingdom; (v) any other
equivalent governmental or regulatory authority, institution or agency which
administers economic, financial or trade sanctions; and (vi) the respective
governmental institutions and agencies of any of the foregoing including,
without limitation, the Office of Foreign Assets Control of the US Department
of the Treasury, the United States Department of State, the United States
Department of Commerce, the Foreign, Commonwealth and Development Office and
His Majesty's Treasury.

(c)           It has undertaken all appropriate analysis of the
implications of the Consent Solicitation without reliance on the Issuer, the
Trustee, the Principal Paying Agent, the Solicitation Agent, the Information
and Tabulation Agent or any of their respective directors, officers,
employees, agents, representatives or affiliates.

(d)           It has observed the laws of all relevant
jurisdictions, obtained all requisite governmental, exchange control or other
required consents, complied with all requisite formalities and paid any issue,
transfer or other taxes or requisite payments due from it in each respect in
connection with its Ineligible Holder Instruction and/or the relevant
Extraordinary Resolution in any jurisdiction and that it has not taken or
omitted to take any action in breach of the representations or which will or
may result in the Issuer, the Solicitation Agent, the Information and
Tabulation Agent or any other person acting in breach of the legal or
regulatory requirements of any such jurisdiction in connection with the
Extraordinary Resolution.

(e)           Its Ineligible Holder Instruction is made on the terms
and conditions set out in this Notice and therein.

(f)            Its Ineligible Holder Instruction is being submitted
in compliance with the applicable laws or regulations of the jurisdiction in
which the Noteholder is located or in which it is resident or located and no
registration, approval or filing with any regulatory authority of such
jurisdiction is required in connection with such Ineligible Holder
Instruction.

(g)           It holds and will hold, until the earlier of (i) the
date on which its Ineligible Holder Instruction is validly revoked, and (ii)
conclusion of the Meeting or (if applicable) any adjourned Meeting, as the
case may be, the Notes the subject of the Ineligible Holder Instruction, in
the relevant Clearing System and in accordance with the requirements of the
relevant Clearing System and by the deadline required by the relevant Clearing
System, it has submitted, or has caused to be submitted, an Ineligible Holder
Instruction to the relevant Clearing System, as the case may be, to authorise
the blocking of such Notes with effect on and from the date thereof so that no
transfers of such Notes may be effected until the occurrence of any of the
events listed in (i) or (ii) above.

(h)           It acknowledges that none of the Issuer, the Trustee,
the Solicitation Agent, the Information and Tabulation Agent and the Principal
Paying Agent or any of their respective affiliates, directors, officers,
employees, representatives or agents has made any recommendation as to whether
to vote on the relevant Extraordinary Resolution and it represents that it has
made its own decision with regard to the relevant Extraordinary Resolution
based on any independent legal, financial, tax or other advice that it has
deemed necessary to seek.

(i)            It acknowledges that all authority conferred or
agreed to be conferred pursuant to these acknowledgements, representations,
warranties and undertakings and every obligation of the Noteholder offering to
waive its right to vote on the relevant Extraordinary Resolution shall to the
extent permitted by applicable law be binding upon the successors, assigns,
heirs, executors, trustees in bankruptcy and legal representatives of the
Noteholder waiving its right to vote on the relevant Extraordinary Resolution
and shall not be affected by, and shall survive, the death or incapacity of
the Noteholder waiving its right to vote on the relevant Extraordinary
Resolution, as the case may be.

(j)            It acknowledges that the Notes have not been and
will not be registered under the Securities Act, or the securities laws of any
state or other jurisdiction of the United States, and may not be offered or
sold in the United States or to, or for the account or benefit of, U.S.
persons, unless an exemption from the registration requirements of the
Securities Act is available (terms used in this paragraph that are, unless
otherwise specified, defined in Regulation S under the Securities Act are used
as defined in Regulation S).

(k)           The information given by or on behalf of such
Noteholder in the Ineligible Holder Instruction is true and will be true in
all respects at the time of the Meeting (or any adjourned Meeting).

(l)            No information has been provided to it by the
Issuer, Trustee, the Solicitation Agent or the Information and Tabulation
Agent, or any of their respective affiliates, directors, officers, employees,
representatives or agents, with regard to the tax consequences for Noteholders
arising from the participation in the Meeting or the implementation of the
Extraordinary Resolution, and it acknowledges that it is solely liable for any
taxes and similar or related payments imposed on it under the laws of any
applicable jurisdiction as a result of its submission of the Ineligible Holder
Instruction, and agrees that it will not and does not have any right of
recourse (whether by way of reimbursement, indemnity or otherwise) against the
Issuer, the Trustee, the Solicitation Agent or the Information and Tabulation
Agent, or any of their respective affiliates, directors, officers, employees,
representatives or agents, or any other person, in respect of such taxes and
payments.

The representation set out in paragraph (b) above shall not be sought or given
at any time after such representation is first made if and to the extent that
it is or would be unenforceable by reason of breach of (i) any provision of
Council Regulation (EC) No 2271/1996 of 22 November 1996 (as amended) (or any
law or regulation implementing such Regulation in any member state of the
European Union) or (ii) Council Regulation (EC) No 2271/1996 as it forms part
of domestic law by virtue of the European Union (Withdrawal) Act 2018.

If the relevant Ineligible Noteholder is unable to give any of the
representations and warranties described above, such Ineligible Noteholder
should contact the Information and Tabulation Agent.

Each Ineligible Noteholder submitting an Ineligible Holder Instruction in
accordance with its terms shall have agreed to indemnify the Issuer, the
Solicitation Agent, the Information and Tabulation Agent, the Principal Paying
Agent, the Trustee and each of their respective affiliates, directors,
officers, employees, representatives or agents against all and any losses,
costs, fees, claims, liabilities, expenses, charges, actions or demands which
any of them may incur or which may be made against any of them as a result of
any breach of any of the terms of, or any of the representations, warranties
and/or undertakings given pursuant to, such instruction by such Noteholder.

All questions as to the validity, form and eligibility (including the time of
receipt) of any Ineligible Holder Instructions or revocation or revision
thereof or delivery of Ineligible Holder Instructions will be determined by
the Issuer in its sole discretion, which determination will be final and
binding. The Issuer reserves the absolute right to reject any and all
Ineligible Holder Instructions not in a form which is, in the opinion of the
Issuer, lawful. The Issuer also reserves the absolute right to waive defects
in Ineligible Holder Instructions with regard to the Notes. None of the
Issuer, the Solicitation Agent, the Trustee, the Principal Paying Agent, the
Information and Tabulation Agent or any of their respective directors,
officers, employees, agents, representatives or affiliates shall be under any
duty to give notice to Noteholders or beneficial owners of Notes of any
irregularities in Ineligible Holder Instructions; nor shall any of them incur
any liability for failure to give notification of any material amendments to
the terms and conditions of the Consent Solicitations.

REQUIREMENTS OF U.S. SECURITIES LAWS

In the event the Extraordinary Resolution is passed and implemented, the
Supplemental Trust Deed will contain a statement that, until the expiry of the
period of 40 days after the date of the relevant Supplemental Trust Deed,
sales of the Notes may not be made in the United States or to U.S. persons
unless made outside the United States pursuant to Rules 903 and 904 of
Regulation S under the Securities Act.

GENERAL INFORMATION

The attention of Noteholders is particularly drawn to the quorum required for
the Noteholders Meetings and for any adjourned Meeting which is set out in
paragraphs 1, 2, 3, 4 and 5 of "Voting and (#_bookmark18) Quorum
(#_bookmark18) " below. Having regard to such requirements, Noteholders are
strongly urged either to attend (virtually) the Meeting or to take steps to be
represented (virtually) at the Meeting (including by way of submitting a
Consent Instruction or Ineligible Holder Instruction) as soon as possible.

Voting and Quorum

Noteholders who have submitted and not revoked a valid Consent Instruction or
Ineligible Holder Instruction in respect of the Extraordinary Resolution by
5.00 p.m. (London time) on 13 April 2026 (the "Expiration Deadline"), by which
they will (i) (in the case of Consent Instructions) have given instructions
for the appointment by the Principal Paying Agent of one or more
representatives of the Information and Tabulation Agent as their proxy to vote
in the manner specified or identified in such Consent Instruction at the
Meeting (or any adjourned Meeting) or (ii) (in the case of Ineligible Holder
Instructions) waived such rights, need take no further action to be
represented at the Meeting (or any such adjourned Meeting).

Noteholders who have not submitted, or who have submitted and revoked, a
Consent Instruction or Ineligible Holder Instruction in respect of the
Extraordinary Resolution by the Expiration Deadline should take note of the
provisions set out below detailing how such Noteholders can attend or take
steps to be represented (virtually) at the Meeting (references to which, for
the purposes of such provisions, include, unless the context otherwise
requires, any adjourned Meeting).

1.             Subject as set out below, the provisions governing
the convening and holding of the Meeting are set out in Schedule 5 (Provisions
for Meetings of Noteholders) to the Trust Deed, a copy of which is available
for viewing by the Noteholders during normal business hours at the specified
offices of the Principal Paying Agent on any weekday (public holidays
excepted) and may be obtained from the Principal Paying Agent by email.

All of the Notes are represented by a global Note and are held by a common
safekeeper for Euroclear and Clearstream, Luxembourg. For the purpose of the
Meeting, a "Direct Participant" shall mean each person who is for the time
being shown in the records of Euroclear or Clearstream, Luxembourg as the
holder of a particular principal amount outstanding of the Notes.

Each person (a "beneficial owner") who is the owner of a particular principal
amount of the Notes through Euroclear, Clearstream, Luxembourg or a Direct
Participant, should note that a beneficial owner will only be entitled to
attend (virtually) and vote at the Meeting in accordance with the procedures
set out below and where a beneficial owner is not a Direct Participant it will
need to make the necessary arrangements, either directly or with the
intermediary through which it holds its Notes, for the Direct Participant to
complete these procedures on its behalf by all applicable deadlines.

A Direct Participant or beneficial owner of Notes wishing to attend
(virtually) a Meeting in person must produce at the Meeting a valid voting
certificate or certificates issued by the Principal Paying Agent relating to
the Notes in respect of which such Direct Participant or beneficial owner
wishes to vote.

A Direct Participant not wishing to attend (virtually) the Meeting in person
may (or the beneficial owner of the Notes may arrange for the relevant Direct
Participant on its behalf to) give a voting instruction (by giving an
electronic instruction to block its Notes and to vote in respect of the
Meeting to Euroclear or Clearstream, Luxembourg in accordance with the
procedures of Euroclear or Clearstream, Luxembourg, as applicable) requiring
the Principal Paying Agent to include the votes attributable to its Notes in a
block voting instruction issued by the Principal Paying Agent for the Meeting
or any adjourned Meeting, and the Principal Paying Agent shall appoint the
Information and Tabulation Agent as their a proxy to attend (virtually) and
vote at the Meeting in accordance with such Direct Participant's
instructions.  A Direct Participant holding Notes and not wishing to attend
(virtually) the Meeting in person may alternatively deliver its valid voting
certificate(s) to the person whom it wishes to attend (virtually) the Meeting
on its behalf.

Beneficial owners or their Direct Participants must have made arrangements to
vote with the relevant Clearing System by not later than 48 hours before the
time fixed for the Meeting (or any adjourned Meeting) and within the relevant
time limit specified by the relevant Clearing System (who may set a
significantly earlier deadline) and request or make arrangements for the
relevant Clearing System to block the Notes in the relevant Direct
Participant's account and to hold the same to the order or under the control
of the Principal Paying Agent.

Notes blocked as set out above will not be released until the earlier of (i)
the date on which the relevant electronic voting and blocking instruction is
validly revoked (including its automatic revocation on the termination of the
related Consent Solicitation); (ii) the conclusion of the Meeting (or, if
applicable, any adjourned such Meeting); and (iii) not less than 48 hours
before the time for which the Meeting (or, if applicable, any adjourned
Meeting) is convened, the notification in writing of any revocation of a
Direct Participant's previous instructions to the relevant Paying Agent.

Noteholders should note that the timings and procedures set out in this notice
reflect the requirements for Noteholders' Meetings set out in the Trust Deed,
but that the Clearing Systems and the relevant intermediaries may have their
own additional requirements as to timings and procedures for voting on the
Extraordinary Resolution. Accordingly, Noteholders wishing to vote in respect
of the Extraordinary Resolution are strongly urged either to contact their
custodian (in the case of a beneficial owner whose Notes are held in
book-entry form by a custodian) or the relevant Clearing System (in the case
of a Noteholder whose Notes are held in book-entry form directly in the
relevant Clearing System), as soon as possible.

The Issuer has determined that the Meeting be held virtually rather than
physically in person and, in accordance with the provisions of the Trust Deed,
has requested that the Trustee prescribe appropriate regulations regarding the
holding of the Meeting. The Meeting will be held virtually using a platform
hosted by the chairman of the Meeting to allow attendees to participate
electronically. Details for accessing the Meeting will be made available to
proxies who have been duly appointed under a block voting instruction and to
holders of voting certificates, in each case issued in accordance with the
procedures set out in this Notice. Any Noteholders who indicate to the
Information and Tabulation Agent that they wish to participate electronically
in, or otherwise be represented at, the Meeting (rather than being represented
by the Information and Tabulation Agent pursuant to a block voting instruction
as described above) will be provided with further details about attending
(virtually) the Meeting.

All references in this Notice to attendance or voting "in person" shall refer
to the attendance or voting at the Meeting virtually.

2.             The quorum at the Meeting for passing the
Extraordinary Resolution shall (subject as provided below) be one or more
persons holding or representing not less than a clear majority of the
aggregate nominal amount of the Notes for the time being outstanding (as
defined in the Trust Deed). If a quorum is not present within 15 minutes (or
such longer period not exceeding 30 minutes as the chairman may decide) after
the time fixed for the Meeting, the Meeting will be adjourned until such date,
not less than 13 clear days nor more than 42 clear days later, and such time
as may be appointed by the chairman of the Meeting and approved by the
Trustee. In addition, if the quorum required for, and the requisite majority
of votes cast at, the Meeting is satisfied but the Eligibility Condition in
respect of the Meeting is not satisfied, the chairman of the Meeting will
adjourn the Meeting until such date, not less than 13 clear days nor more than
42 clear days later, and such time as may be appointed by the chairman of the
Meeting and approved by the Trustee. The Extraordinary Resolution will then be
considered at an adjourned Meeting (notice of which will be given to the
Noteholders). At any adjourned Meeting, one or more persons being or
representing Noteholders whatever the nominal amount of the Notes held or
represented shall (subject as provided below) form a quorum and shall have the
power to pass the Extraordinary Resolution.

3.             To be passed at the Meeting, an Extraordinary
Resolution requires a majority in favour consisting of not less than
three-quarters of the votes cast at the Meeting.

The question submitted to the Meeting shall be decided in the first instance
by a show of hands unless a poll is (before, or on the declaration of the
result of, the show of hands) demanded by the chairman of the Meeting, the
Issuer, the Trustee or by one or more Voters (whatever the aggregate principal
amount of the Notes so held or represented by them).

At each Meeting, (A) on a show of hands every person who is present in person
(virtually) and who produces a voting certificate or is a proxy or
representative has one vote and (B) on a poll every such person has one vote
in respect of each £1,000 of principal amount of Notes so represented by the
voting certificate so produced or for which he is a proxy or representative.

At the Meeting a declaration by the Chairman that a resolution has or has not
been passed shall be conclusive evidence of the fact without proof of the
number or proportion of the votes cast in favour of or against such
resolution.

4.             The implementation of the Consent Solicitation and
the Extraordinary Resolution will be conditional on:

(a)           the passing of the Extraordinary Resolution; and

(b)           the quorum required for, and the requisite majority of
votes cast at, the Meeting being satisfied by Eligible Noteholders only,
irrespective of any participation at the Meeting by Ineligible Noteholders
(and would also have been so satisfied if any Ineligible Noteholders who
provide confirmation only of their status as Ineligible Noteholders and waive
their right to attend (virtually) and vote (or be represented (virtually)) at
the Meeting had actually participated at such Meeting), including, if
applicable, the satisfaction of such condition at an adjourned Meeting (the
"Eligibility Condition"),

(together, the "Consent Conditions").

5.             If passed, the Extraordinary Resolution passed at
the Meeting will be binding upon all the Noteholders, whether present or not
at the relevant Meeting and whether or not voting.

Documents Available for Inspection

Copies of items (a) (#_bookmark24) to (d) below (#_bookmark25) (together, the
"Noteholder Information") will be available from the date of this Notice, for
inspection during normal business hours at the specified offices of the
Principal Paying Agent on any weekday (public holidays excepted) and on the
Transaction Website (https://projects.sodali.com/lseg
(https://projects.sodali.com/lseg) ).

(a)           this Notice;

(b)           the current draft of the Supplemental Trust Deed as
referred to in the relevant Extraordinary Resolution set out above (the
"Supplemental Trust Deed");

(c)           the current draft of the Amended and Restated Final
Terms as referred to in the Extraordinary Resolution set out above (the
"Amended and Restated Final Terms"); and

(d)           such other ancillary documents as may be approved by
the Trustee and/or such other relevant party as are necessary or desirable to
give effect to the Noteholder Proposal in full.

This Notice should be read in conjunction with the Noteholder Information.

The Noteholder Information may be supplemented from time to time. Existing
Noteholders should note that the Supplemental Trust Deed and the Amended and
Restated Final Terms may be subject to amendment (where such amendments are in
line with the Proposed Amendments) up until 7 days prior to the date fixed for
the initial Meeting. Should such amendments be made, blacklined copies
(showing the changes from the originally available Supplemental Trust Deed or
Amended and Restated Final Terms, as the case may be) and clean versions will
be available from the Information and Tabulation Agent (including on the
Transaction Website (https://projects.sodali.com/lseg
(https://projects.sodali.com/lseg) )).

Existing Noteholders will be informed of any such amendments to the
Supplemental Trust Deed or Amended and Restated Final Terms by announcements
released on the regulatory news service of the London Stock Exchange.

CONTACT INFORMATION

Further information relating to the Proposed Amendments can be obtained from
the Solicitation Agent directly:

THE SOLICITATION AGENT

Lloyds Bank Corporate Markets plc

33 Old Broad Street

London EC2N 1HZ

United Kingdom

Attention:                              Liability
Management Group

Telephone:                            +44 20 7158
1726

Email:
lbcmliability.management@lloydsbanking.com

The contact details for the Information and Tabulation Agent, the Principal
Paying Agent and the Trustee are set out below:

 

THE INFORMATION AND TABULATION AGENT

Sodali & Co Limited

The Leadenhall Building

122 Leadenhall Street

London EC3V 4AB

United Kingdom

Telephone:
+44 20 4513 6933

Email:
lseg@investor.sodali.com

Transaction Website:          https://projects.sodali.com/lseg
(https://projects.sodali.com/lseg)

 THE TRUSTEE                                   THE PRINCIPAL PAYING AGENT

 HSBC Corporate Trustee Company (UK) Limited   HSBC Bank plc

 8 Canada Square                               8 Canada Square

 London E14 5HQ                                London E14 5HQ

 United Kingdom                                United Kingdom

Noteholders whose Notes are held by Euroclear or Clearstream, Luxembourg
should contact the Information and Tabulation Agent at the address details
above for further information on the process for voting at the Meeting.

ANNOUNCEMENTS

If the Issuer is required to make an announcement relating to matters set out
in this Notice, any such announcement will be made in accordance with all
applicable rules and regulations via notices to the Clearing Systems for
communication to Noteholders and an announcement released on the regulatory
news service of the London Stock Exchange.

This Notice is given by:

 

London Stock Exchange Group plc

 

Dated: 24 March 2026

 

Annex to the Notice of Meeting of 2030 Noteholders

AMENDMENTS TO THE CONDITIONS IN RESPECT OF THE NOTES

The following amendments will be made to the Final Terms for the Notes, which
complete the Conditions for the Notes:

1.             The legend titled "Prohibition of Sales to UK
Retail Investors" included on the front of the Final Terms for the 2030 Notes
shall be deleted, and the item specifying "Prohibition of Sales to UK Retail
Investors" in Part B of the Final Terms shall be specified to be "Not
Applicable".

2.             The legend titled "UK MIFIR Product governance /
Professional investors and ECPs only target market" shall be deleted and
replaced with the following:

UK MIFIR product governance / Professional investors and ECPs, and also UK
retail investors target market - Solely for the purposes of the manufacturer's
product approval process, the target market assessment in respect of the Notes
has led to the conclusion that: (i) the target market for the Notes is
professional clients, as defined in point (8) of Article 2(1) of Regulation
(EU) No 600/2014 as it forms part of domestic law by virtue of the European
Union (Withdrawal) Act 2018 ("EUWA") ("professional client"), and eligible
counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook
and also UK retail clients (for these purposes, a retail client means a person
who is not a professional client); and (ii) all channels for distribution of
the Notes are appropriate. Any person subsequently offering, selling or
recommending the Notes (a "distributor") should take into consideration the
manufacturer's target market assessment; however, a distributor subject to the
FCA Handbook Product Intervention and Product Governance Sourcebook is
responsible for undertaking its own target market assessment in respect of the
Notes (by either adopting or refining the manufacturer's target market
assessment) and determining appropriate distribution channels.

3.             The Specified Denominations included in paragraph
6(i) of Part A of the Final Terms for the 2030 Notes shall be deleted and
replaced with the following:

 
(i)            £1,000 and integral multiples of £1,000 in excess
thereof

4.             The words "Not Applicable" shall be deleted from
the item specifying "Any clearing system(s) other than Euroclear Bank SA/NV
and Clearstream Banking S.A. and the relevant identification number(s)" in
Part B of the Final Terms for the 2030 Notes and the following language shall
be inserted:

   Any clearing system(s) other than Euroclear Bank SA/NV and Clearstream Banking  The Notes will also be made eligible for Euroclear UK & Ireland Limited
   S.A. and the relevant identification number(s):                                 (formerly known as CRESTCo Limited) via the issue of dematerialised depository
                                                                                   interests  representing the Notes

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

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.   END  NOGZZGZFKDVGVZM



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