Aroundtown : Exchange offer / Tender offer Launch Announcement

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY TO ANY U.S. PERSON AS DEFINED IN REGULATION S OF THE SECURITIES ACT 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (COLLECTIVELY, THE UNITED STATES) OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS NOTICE.

2 April 2024

Aroundtown SA

(a public limited liability company (société anonyme) established under the laws of the Grand Duchy of Luxembourg, having its registered office at 37, Boulevard Joseph II, L-1840 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg

Trade and Companies Register (Registre de Commerce et des Sociétés) under number B217868)

(the "Company")

Announces

the launch of an invitation to Qualifying Holders of the outstanding €600,000,000 Undated Subordinated Notes subject to Interest Rate Reset with a First Call Date in 2023 issued by ATF Netherlands B.V. and unconditionally and irrevocably guaranteed on a subordinated basis by the Company (the "ATF Notes") and €600,000,000 Undated Subordinated Notes subject to Interest Rate Reset with a First Call Date in 2024 issued by the Company and originally issued by TLG Finance

S.àr.l. (the "3.375% Notes")

to either:

(i) offer to exchange any and all of the ATF Notes and/or the 3.375% Notes for exchange consideration comprising (a) newly issued euro-denominated undated subordinated notes subject to interest rate reset with a first call date in 2030, issued by Aroundtown Finance S.à r.l. (the "New Notes Issuer") and unconditionally and irrevocably guaranteed on a subordinated basis by the Company (the "New NC6 EUR Notes") and (b) the Cash Amount (as defined and further described in the Exchange and Tender

Offer Memorandum) (the "NC6 EUR Exchange Offer"); or

(ii) offer to exchange 85% in aggregate nominal amount of any and all of the ATF Notes and/or the 3.375% Notes in the NC6 EUR Exchange Offer and tender 15% in aggregate nominal amount of any and all of the ATF Notes and/or the 3.375% Notes for purchase by the Company for the Tender Consideration (as defined and further described in the Exchange and Tender Offer Memorandum) (the "NC6 EUR Tender Offer" and, when so combined with the NC6 EUR Exchange Offer, the "NC6 EUR

Exchange and Tender Offer"),

such invitation, the "NC6 EUR Offers"; and

the launch of an invitation to Qualifying Holders of the outstanding €400,000,000 Undated Subordinated Notes subject to Interest Rate Reset with a First Call Date in 2024 issued by the Company (the "4.542% Notes") and €500,000,000 Undated Subordinated Notes subject to Interest Rate Reset with a First Reset Date in 2025 issued by the Company (the "2.875% Notes" and, together with the ATF Notes, the 3.375% Notes and the 4.542 Notes, the "Existing Notes")

to either:

(i) offer to exchange any and all of the 4.542% Notes and/or the 2.875% Notes for exchange consideration comprising (a) newly issued euro-denominated undated subordinated notes subject to interest rate reset with a first call date in 2029, issued by the New Notes Issuer and unconditionally and irrevocably guaranteed on a subordinated basis by the Company (the "New NC5.25 EUR Notes") and

(b) the Cash Amount (as defined and further described in the Exchange and Tender Offer

Memorandum) (the "NC5.25 EUR Exchange Offer"); or

(ii) offer to exchange 85% in aggregate nominal amount of any and all of the 4.542% Notes and/or the 2.875% Notes in the NC5.25 EUR Exchange Offer and tender 15% in aggregate nominal amount of any and all of the 4.542% Notes and/or the 2.875% Notes for purchase by the Company for the Tender Consideration (as defined and further described in the Exchange and Tender Offer Memorandum) (the

"NC5.25 EUR Tender Offer" and, when so combined with the NC5.25 EUR Exchange Offer, the

"NC5.25 EUR Exchange and Tender Offer"),

such invitation, the "NC5.25 EUR Offers" and, together with the NC6 EUR Offers, the "Offers".

Copies of the Exchange and Tender Offer Memorandum are available from the Exchange Agent using the details below.

A summary of the terms of the Offers appears below:

Description of the Existing Notes	ISIN / Common Code	Outstanding Principal Amount	First Reset Date / Next Reset Date	Current Fixed Rate of Interest	Exchange Consideration, being the sum of:	Tender Consideration	Amount subject to the Offers
Principal Amount of New Notes per Qualifying Holder	Cash Amount per Qualifying Noteholder
€600,000,000 Undated Subordinated Notes subject to Interest Rate Reset (the "ATF Notes")	XS1508392625 / 150839262	€368,900,000	20 January 2023 / 20 January 2028	7.078%	100% × aggregate nominal amount* of ATF Notes Accepted for Exchange**	An amount in cash equal to 6% × aggregate nominal amount* of ATF Notes Accepted for Exchange**	An amount in cash equal to 70.25% × the aggregate nominal amount* of ATF Notes Accepted for Tender***	Any and all
€600,000,000 Undated Subordinated Notes subject to Interest Rate Reset (the "3.375% Notes")	XS2055106210 / 205510621	€600,000,000	23 December 2024	3.375%	98% × aggregate nominal amount* of 3.375% Notes Accepted for Exchange**	An amount in cash equal to 2% × aggregate nominal amount* of 3.375% Notes Accepted for Exchange**	An amount in cash equal to 66.00% × the aggregate nominal amount* of 3.375% Notes Accepted for Tender***	Any and all

* Subject to the NC6 EUR Exchange Minimum Participation Requirement, if a Qualifying Holder validly submits an Instruction Notice specifying that it is participating in the NC6 EUR Exchange Offer only, 100% of the aggregate nominal amount of ATF Notes and/or the 3.375% Notes validly offered by such Qualifying Holder and accepted by the Company will be treated as being validly offered for exchange and will therefore be included in the NC6 EUR Exchange Offer and used to calculate the NC6 EUR Exchange Consideration due to such Qualifying Holder. Subject to the NC6 EUR Exchange and Tender Minimum Participation Requirement, if a Qualifying Holder validly submits an Instruction Notice specifying that it is participating in the NC6 EUR Exchange and Tender Offer, 85% of the aggregate nominal amount of ATF Notes and/or the

3.375% Notes validly offered by such Qualifying Holder and accepted by the Company will be treated as being validly offered for exchange and will therefore be included in the NC6 EUR Exchange Offer and used to calculate the NC6 EUR Exchange Consideration due to such Qualifying Holder, with the remaining 15% in aggregate nominal amount of ATF Notes and/or the 3.375% Notes being treated as validly tendered for purchase and therefore included in the NC6 EUR Tender Offer and used to calculate the Tender Consideration due to such Qualifying Holder. For the avoidance of doubt, the NC6 EUR Tender Offer is solely a component of the NC6 EUR Exchange and Tender Offer and it is not possible for a Qualifying Holder to participate solely in the NC6 EUR Tender Offer. In addition to any cash amount to be paid to each Qualifying Holder as part of the Offer Consideration, the Company will pay or procure the payment of the relevant Accrued Interest Amount (as defined and further described herein) in cash.

** Accepted for Exchange refers to Existing Notes validly offered for exchange by a Qualifying Holder in the NC6 EUR Exchange Offer and accepted and exchanged by the Company.

*** Accepted for Tender refers to Existing Notes validly tendered by a Qualifying Holder in the NC6 EUR Tender Offer and accepted and purchased by the Company.

Description of the Existing Notes	ISIN / Common Code	Outstanding Principal Amount	First Reset Date / Next Reset Date	Current Fixed Rate of Interest	Exchange Consideration, being the sum of:	Tender Consideration	Amount subject to the Offers
Principal Amount of New Notes per Qualifying Holder	Cash Amount per Qualifying Noteholder
€400,000,000 Undated Subordinated Notes subject to Interest Rate Reset (the "4.542% Notes")	XS1752984440 / 175298444	€400,000,0001	17 January 2024 / 17 January 2029	4.542%	100% × aggregate nominal amount* of 4.542% Notes Accepted for Exchange**	An amount in cash equal to 2% × aggregate nominal* amount of 4.542% Notes Accepted for Exchange**	An amount in cash equal to 58.25% × the aggregate nominal* amount of 4.542% Notes Accepted for Tender***	Any and all
€500,000,000 Undated Subordinated Notes (the "2.875% Notes")	XS2027946610 / 202794661	€500,000,000	12 January 2025	2.875%	100% × aggregate nominal amount* of 2.875% Notes Accepted for Exchange**	An amount in cash equal to 6% × aggregate nominal* amount of 2.875% Notes Accepted for Exchange**	An amount in cash equal to 61.25% × the aggregate nominal* amount of 2.875% Notes Accepted for Tender***	Any and all

* Subject to the NC5.25 EUR Exchange Minimum Participation Requirement, if a Qualifying Holder validly submits an Instruction Notice specifying that it is participating in the NC5.25 EUR Exchange Offer only, 100% of the aggregate nominal amount of 4.542% Notes and/or the 2.875% Notes validly offered by such Qualifying Holder and accepted by the Company will be treated as being validly offered for exchange and will therefore be included in the NC5.25 EUR Exchange Offer and used to calculate the NC5.25 EUR Exchange Consideration due to such Qualifying Holder. Subject to the NC5.25 EUR Exchange and Tender Minimum Participation Requirement, if a Qualifying Holder validly submits an Instruction Notice specifying that it is participating in the NC5.25 EUR Exchange and Tender Offer, 85% of the aggregate nominal amount of 4.542% Notes and/or the 2.875% Notes validly offered by such Qualifying Holder and accepted by the Company will be treated as being validly offered for exchange and will therefore be included in the NC5.25 EUR Exchange Offer and used to calculate the NC5.25 EUR Exchange Consideration due to such Qualifying Holder, with the remaining 15% in aggregate nominal amount of 4.542% Notes and/or the 2.875% Notes being treated as validly tendered for purchase and therefore included in the NC5.25 EUR Tender Offer and used to calculate the Tender Consideration due to such Qualifying Holder. For the avoidance of doubt, the NC5.25 EUR Tender Offer is solely a component of the NC5.25 EUR Exchange and Tender Offer and it is not possible for a Qualifying Holder to participate solely in the NC5.25 EUR Tender Offer. In addition to any cash amount to be paid to each Qualifying Holder as part of the Offer Consideration, the Company will pay or procure the payment of the relevant Accrued Interest Amount (as defined and further described herein) in cash.

** Accepted for Exchange refers to Existing Notes validly offered for exchange by a Qualifying Holder in the NC5.25 EUR Exchange Offer and accepted and exchanged by the Company.

*** Accepted for Tender refers to Existing Notes validly tendered by a Qualifying Holder in the NC5.25 EUR Tender Offer and accepted and purchased by the Company.

1

Of which €5,500,000 is held in treasury.

Description of the New Notes	ISIN / Common Code	New Issue Price	Initial Fixed Rate of Interest	First Call Date / First Reset Date / First Step Up Date / Second Step Up Date	Reset Rate of Interest	Maturity	New Issue Minimum Size Condition
EUR Undated Subordinated Notes (the "New NC6 EUR Notes")	XS2799494120 / 279949412	100.00%	7.125 per cent. per annum	First Call Date: 16 January 2030 First Reset Date: 16 April 2030 First Step Up Date: 16 April 2035 Second Step Up Date: 16 April 2050	5-year mid swap rate plus Relevant Margin (i) from the First Reset Date, to the First Step Up Date: 4.508 per cent. (ii) from the First Step Up Date to the Second Step Up Date, 4.758 per cent. (iii) from the Second Step Date, 5.508 per cent.	Perpetual	The issuance of New NC6 EUR Notes for an aggregate nominal amount of at least €200,000,000
EUR Undated Subordinated Notes (the "New NC5.25 EUR Notes")	XS2799493825 / 279949382	100.00%	5 per cent. per annum	First Call Date: 16 April 2029 First Reset Date: 16 July 2029 First Step Up Date: 16 July 2034 Second Step Up Date: 16 July 2049	5-year mid swap rate plus Relevant Margin (i) from the First Reset Date, to the First Step Up Date: 2.349 per cent. (ii) from the First Step Up Date to the Second Step Up Date, 2.599 per cent. (iii) from the Second Step Date, 3.349 per cent.	Perpetual	The issuance of New NC5.25 EUR Notes for an aggregate nominal amount of at least €200,000,000

This notice must be read in conjunction with the exchange and tender offer memorandum dated 2 April 2024 (the "Exchange and Tender Offer Memorandum") which has been prepared by the Company in relation to the Offers. Capitalised terms used in this notice and not otherwise defined herein shall have the meanings ascribed to them in the Exchange and Tender Offer Memorandum. This notice and the Exchange and Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offers. If any Existing Noteholder is in any doubt as to the action it should take, it is recommended to seek its own financial, legal, regulatory and investment advice from its stockbroker, bank manager, legal adviser, tax adviser, accountant or other appropriately authorised independent financial adviser. The distribution of this notice in certain jurisdictions may be restricted by law. Persons into whose possession this notice comes are required by each of the Company, the New Notes Issuer, the Dealer Managers and the Exchange Agent to inform themselves about and to observe, any such restrictions.

Introduction to the Offers

On the terms and subject to the conditions contained in the Exchange and Tender Offer Memorandum, including the New Issue Minimum Size Conditions and the offer restrictions contained in the Exchange and Tender Offer Memorandum, the Company invites:

• (a) Qualifying Holders, in respect of any and all of the ATF Notes and/or the 3.375% Notes, to either (i) offer to exchange such ATF Notes and/or the 3.375% Notes in the NC6 EUR Exchange Offer for the NC6 EUR Exchange Consideration (as further described in the Exchange and Tender Offer Memorandum) or (ii) offer to exchange 85% in aggregate nominal amount of such ATF Notes and/or the 3.375% Notes in the NC6 EUR Exchange Offer for the NC6 EUR Exchange Consideration (as further described in the Exchange and Tender Offer Memorandum) and tender 15% in aggregate nominal amount of such ATF Notes and/or the 3.375% Notes in the NC6 EUR Tender Offer for purchase by the Company for the Tender Consideration (as further described in the Exchange and Tender Offer Memorandum); and

• (b) Qualifying Holders, in respect of any and all of the 4.542% Notes and/or the 2.875% Notes, to either (i) offer to exchange such 4.542% Notes and/or the 2.875% Notes in the NC5.25 EUR Exchange Offer for the NC5.25 EUR Exchange Consideration (as further described in the Exchange and Tender Offer Memorandum) or (ii) offer to exchange 85% in aggregate nominal amount of such 4.542% Notes and/or the 2.875% Notes in the NC5.25 EUR Exchange Offer for the NC5.25 EUR Exchange Consideration (as further described in the Exchange and Tender Offer Memorandum) and tender 15% in aggregate nominal amount of such 4.542% Notes and/or the 2.875% Notes in the NC5.25 EUR Tender Offer for purchase by the Company for the Tender Consideration (as further described in the Exchange and Tender Offer Memorandum).

For the avoidance of doubt, each Tender Offer is solely a component of the relevant Exchange and Tender Offer and it is not possible for a Qualifying Holder to participate solely in a Tender Offer.

Subject to the conditions contained in the Exchange and Tender Offer Memorandum:

• (a) if the NC6 EUR New Issue Minimum Size Condition is satisfied (or waived by the Company in its sole and absolute discretion), the Company will accept all Offers to Participate in the NC6 EUR Offers that are validly made and not withdrawn (in the limited circumstances described in the Exchange and Tender Offer Memorandum when withdrawal rights are available); and

• (b) if the NC5.25 EUR New Issue Minimum Size Condition is satisfied (or waived by the Company in its sole and absolute discretion), the Company will accept all Offers to Participate in the NC5.25 EUR Offers that are validly made and not withdrawn (in the limited circumstances described in the Exchange and Tender Offer Memorandum when withdrawal rights are available ).

Rationale for the Offers

Hybrid instruments are a key component of the Company's long-term capital structure and help support its credit rating and leverage metrics, which in turn remain important for the corporate strategy.

Following careful evaluation and taking into account cost and market conditions for a new issuance, the Company has thus far elected not to exercise its option to call certain of the existing hybrid notes at their respective first reset dates and thus lost the equity credit attached to these notes from the rating agencies.

Considering the interest of all stakeholders, and with the goal to regain equity credit on such hybrid notes and support its rating matrix, the Company has decided to offer an alternative to investors in eligible outstanding euro denominated hybrid notes.

Investors therefore have the opportunity to participate in a voluntary exchange of existing eligible holdings into either: (i) new hybrid notes at the relevant exchange ratio, and a cash amount for participating in the exchange, or (ii) new hybrid notes at the relevant exchange ratio, a cash amount for participating in the exchange, and a partial redemption of their exchanged notes for cash.

The NC6 Exchange Offer is subject to achieving a minimum new issue size of €200,000,000. The NC5.25 Exchange Offer is subject to achieving a minimum new issue size of €200,000,000.

The new hybrid notes will have an initial rate of interest of 5% and 7.125%, respectively, until their First Reset Dates (i.e., after 5.25 and 6 years, respectively) and thereafter a rate of interest which amounts to the sum of (a) the prevailing 5-year Euro Mid-Swaps for each relevant period plus (b) the initial margin and (c) relevant step-ups.

New Issue Minimum Size Conditions

Subject to the right of the Company to amend and/or terminate the Offers:

• (a) the condition to the Company's completion of the NC6 EUR Offers is the satisfaction or waiver, in the Company's sole and absolute discretion, of the NC6 EUR New Issue Minimum Size Condition (being the issuance of New NC6 EUR Notes in an aggregate nominal amount of at least €200,000,000); and

• (b) the condition to the Company's completion of the NC5.25 EUR Offers is the satisfaction or waiver, in the Company's sole and absolute discretion, of the NC5.25 EUR New Issue Minimum Size Condition (being the issuance of New NC5.25 EUR Notes in an aggregate nominal amount of at least €200,000,000).

Without prejudice to the right of the Company to allow Qualifying Holders to revoke their Instruction Notice(s) in certain circumstances as further described in the section "Amendment, Withdrawal, Termination or Extension" of the Exchange and Tender Offer Memorandum, if the Company modifies or waives a New Issue Minimum Size Condition, Qualifying Holders that submit Offers to Participate in the relevant Offers prior to the announcement of such modification or waiver will have the right to withdraw such Offers to Participate in the affected Offers for a period of (2) two business days starting on the date of such announcement (if the announcement is made by 9:00 a.m. CET), or starting on the immediately following business day (if the announcement is made later than 9:00 a.m. CET), which will in turn delay the Settlement Date by the same period. Subject to the provisions of section "Amendment, Withdrawal, Termination or Extension" of the Exchange and Tender Offer Memorandum, no withdrawal rights will be available in any other circumstances.

Offer Consideration

Subject to the conditions contained in the Exchange and Tender Offer Memorandum, including the satisfaction or waiver of one or both of the New Issue Minimum Size Conditions, the Offer Consideration to be delivered by the Company on the Settlement Date to each Qualifying Holder in respect of each Series of Existing Noteswhich have been validly submitted and accepted by the Company pursuant to the Offers will (i) in the case of Qualifying Holders participating in the Exchange Offer only, consist of the Exchange Consideration and (ii) in the case of Qualifying Holders participating in the Exchange and Tender Offer, consist of a combination of the Exchange Consideration and the Tender Consideration.

Exchange Consideration

Subject to the conditions contained in the Exchange and Tender Offer Memorandum, including the satisfaction or waiver of one or both of the New Issue Minimum Size Conditions, the Exchange Consideration to be delivered by the Company on the Settlement Date to each Qualifying Holder for Existing Notes of each Series which have been (or have been deemed to be) validly offered for exchange by such Qualifying Holder and accepted by the Company will consist of a combination of (a) New Notes in an aggregate nominal amount equal to the relevant Principal Amount of New Notes per Qualifying Holder (see "Principal Amount of New Notes per Qualifying Holder" below for further information) and (b) the relevant Cash Amount per Qualifying Holder.

Subject to the applicable Exchange Minimum Participation Requirement, if a Qualifying Holder validly submits an Instruction Notice specifying that it is participating in an Exchange Offer only, 100% of the aggregate nominal amount of Existing Notes of each relevant Series validly offered by such Qualifying Holder and accepted by the Company will be treated as being validly offered for exchange and will therefore be included in the relevant Exchange Offer and used to calculate the Exchange Consideration due to such Qualifying Holder.

Subject to the applicable Exchange and Tender Minimum Participation Requirement, if a Qualifying Holder validly submits an Instruction Notice specifying that it is participating in an Exchange and Tender Offer, 85% of the aggregate nominal amount of Existing Notes of the relevant Series validly offered by such Qualifying Holder and accepted by the Company will be treated as being validly offered for exchange and will therefore be included in the relevant Exchange Offer and used to calculate the Exchange Consideration due to such Qualifying Holder, with the remaining 15% in aggregate nominal amount of Existing Notes of such Series being treated as validly tendered for purchase and therefore included in the Tender Offer (as further described in the Exchange and Tender Offer Memorandum). For the avoidance of doubt, each Tender Offer is solely a component of the relevant Exchange and Tender Offer and it is not possible for a Qualifying Holder to participate solely in a Tender Offer.

Principal Amount of New Notes per Qualifying Holder

The Principal Amount of New Notes per Qualifying Holder in respect of ATF Notes validly offered for exchange and accepted by the Company (the "ATF Notes Principal Amount of New NC6 EUR Notes per Qualifying Holder") will be calculated as follows:

ATF Notes Principal Amount of New NC6 EUR Notes per Qualifying Holder (in € and rounded down to the nearest €1,000 but subject in all cases to a minimum amount of €100,000) =

100% × aggregate nominal amount of ATF Notes validly offered for exchange by the Qualifying Holder and accepted by the Company

As a result of the above formula, the rounding down to the nearest €1,000 and the minimum amount of €100,000, a Qualifying Holder must submit a sufficient amount of ATF Notes in the Exchange Offer to ensure that the ATF Notes Principal Amount of New NC6 EUR Notes per Qualifying Holder to be received by the Qualifying Holder under the Exchange Offer would be at least €100,000 (being the minimum denomination of the New NC6 EUR Notes). In compensation for any such rounding, the related ATF Notes Cash Amount per Qualifying Holder will be increased by an amount equal to the amount by which the ATF Notes Principal Amount of New NC6 EUR Notes per Qualifying Holder is rounded down. Any Offer to Participate in respectof an aggregate nominal amount of ATF Notes which results in an ATF Notes Principal Amount of New NC6 EUR Notes per Qualifying Holder of less than €100,000 will be rejected by the Company.

The Principal Amount of New Notes per Qualifying Holder in respect of 3.375% Notes validly offered for exchange and accepted by the Company (the "3.375% Notes Principal Amount of New NC6 EUR Notes per Qualifying Holder") will be calculated as follows:

3.375% Notes Principal Amount of New NC6 EUR Notes per Qualifying Holder (in € and rounded down to the nearest €1,000 but subject in all cases to a minimum amount of €100,000) =

98% × aggregate nominal amount of 3.375% Notes validly offered for exchange by the Qualifying Holder and accepted by the Company

As a result of the above formula, the rounding down to the nearest €1,000 and the minimum amount of €100,000, a Qualifying Holder must submit a sufficient amount of 3.375% Notes in the Exchange Offer to ensure that the 3.375% Notes Principal Amount of New NC6 EUR Notes per Qualifying Holder to be received by the Qualifying Holder under the Exchange Offer would be at least €100,000 (being the minimum denomination of the New NC6 EUR Notes). In compensation for any such rounding, the related 3.375% Notes Cash Amount per Qualifying Holder will be increased by an amount equal to the amount by which the 3.375% Notes Principal Amount of New NC6 EUR Notes per Qualifying Holder is rounded down. Any Offer to Participate in respect of an aggregate nominal amount of 3.375% Notes which results in a 3.375% Notes Principal Amount of New NC6 EUR Notes per Qualifying Holder of less than €100,000 will be rejected by the Company.

The Principal Amount of New Notes per Qualifying Holder in respect of 4.542% Notes validly offered for exchange and accepted by the Company (the "4.542% Notes Principal Amount of New NC5.25 EUR Notes per Qualifying Holder") will be calculated as follows:

4.542% Notes Principal Amount of New NC5.25 EUR Notes per Qualifying Holder (in € and rounded down to the nearest €1,000 but subject in all cases to a minimum amount of €100,000) =

100% × aggregate nominal amount of 4.542% Notes validly offered for exchange by the Qualifying Holder and accepted by the Company

As a result of the above formula, the rounding down to the nearest €1,000 and the minimum amount of €100,000, a Qualifying Holder must submit a sufficient amount of 4.542% Notes in the Exchange Offer to ensure that the 4.542% Notes Principal Amount of New NC5.25 EUR Notes per Qualifying Holder to be received by the Qualifying Holder under the Exchange Offer would be at least €100,000 (being the minimum denomination of the New NC5.25 EUR Notes). In compensation for any such rounding, the related 4.542% Notes Cash Amount per Qualifying Holder will be increased by an amount equal to the amount by which the 4.542% Notes Principal Amount of New NC5.25 EUR Notes per Qualifying Holder is rounded down. Any Offer to Participate in respect of an aggregate nominal amount of 4.542% Notes which results in a 4.542% Notes Principal Amount of New NC5.25 EUR Notes per Qualifying Holder of less than €100,000 will be rejected by the Company.

The Principal Amount of New Notes per Qualifying Holder in respect of 2.875% Notes validly offered for exchange and accepted by the Company (the "2.875% Notes Principal Amount of New NC5.25 EUR Notes per Qualifying Holder") will be calculated as follows:

2.875% Notes Principal Amount of New NC5.25 EUR Notes per Qualifying Holder (in € and rounded down to the nearest €1,000 but subject in all cases to a minimum amount of €100,000) =

100% × aggregate nominal amount of 2.875% Notes validly offered for exchange by the Qualifying Holder and accepted by the Company

As a result of the above formula, the rounding down to the nearest €1,000 and the minimum amount of €100,000, a Qualifying Holder must submit a sufficient amount of 2.875% Notes in the Exchange Offer to ensure that the 2.875% Notes Principal Amount of New NC5.25 EUR Notes per Qualifying Holder to be received by the Qualifying Holder under the Exchange Offer would be at least €100,000 (being the minimum denomination of the New NC5.25 EUR Notes). In compensation for any such rounding, the related 2.875% Notes Cash Amount per Qualifying Holder will be increased by an amount equal to the amount by which the 2.875% Notes Principal Amount of New NC5.25 EUR Notes per Qualifying Holder is rounded down. Any Offer to Participate in respect of an aggregate nominal amount of 2.875% Notes which results in a 2.875% Notes Principal Amount of New NC5.25 EUR Notes per Qualifying Holder of less than €100,000 will be rejected by the Company.

Minimum aggregate nominal amount of Existing Notes to be submitted for participation in an Exchange Offer

In order to participate in the NC6 EUR Exchange Offer, a Qualifying Holder must submit a sufficient amount of ATF Notes or 3.375% Notes, as applicable, in the NC6 EUR Exchange Offer to ensure that the ATF Notes Principal Amount of New Notes per Qualifying Holder or 3.375% Notes Principal Amount of New Notes per Qualifying Holder, as applicable, to be received by the Qualifying Holder under the NC6 EUR Exchange Offer would be at least €100,000 (being the minimum denomination of the NC6 EUR New Notes) (the "NC6 EUR Exchange Minimum Participation Requirement"). If a Qualifying Holder submits an Offer to Participate for which the relevant Instruction Notice specifies "Exchange Offer only" as applying and the aggregate nominal amount of ATF Notes or 3.375% Notes, as applicable, the subject of such Offer to Participate is less than the NC6 EUR Exchange Minimum Participation Requirement, then such Offer to Participate will be rejected by the Company.

In order to participate in the NC5.25 EUR Exchange Offer, a Qualifying Holder must submit a sufficient amount of 4.542% Notes or 2.875% Notes, as applicable, in the NC5.25 EUR Exchange Offer to ensure that the 4.542% Notes Principal Amount of New Notes per Qualifying Holder or 2.875% Notes Principal Amount of New Notes per Qualifying Holder, as applicable, to be received by the Qualifying Holder under the NC5.25 EUR Exchange Offer would be at least €100,000 (being the minimum denomination of the NC5.25 EUR New Notes) (the "NC5.25 EUR Exchange Minimum Participation Requirement"). If a Qualifying Holder submits an Offer to Participate for which the relevant Instruction Notice specifies "Exchange Offer only" as applying and the aggregate nominal amount of 4.542% Notes or 2.875% Notes, as applicable, the subject of such Offer to Participate is less than the NC5.25 EUR Exchange Minimum Participation Requirement, then such Offer to Participate will be rejected by the Company.

Cash Amount

The Cash Amount per Qualifying Holder in respect of ATF Notes validly offered for exchange and accepted by the Company (the "ATF Notes Cash Amount per Qualifying Holder") will be calculated as follows:

ATF Notes Cash Amount per Qualifying Holder (in € and rounded to the nearest €0.01, with half a cent being rounded upwards) =