GLOBAL SWITCH HOLDINGS LIMITED (Incorporated with Limited Liability in the British Virgin Islands)

BASE PROSPECTUS

GLOBAL SWITCH HOLDINGS LIMITED (incorporated with limited liability in the British Virgin Islands)

€3,000,000,000 Euro Medium Term Note Programme

unconditionally and irrevocably guaranteed by certain subsidiaries of Global Switch Holdings Limited

Under this €3,000,000,000 Euro Medium Term Note Programme (the Programme), Global Switch Holdings Limited (the Issuer) may from time to time issue notes (the Notes) denominated in any currency agreed between the Issuer and the relevant Dealer (as defined below).

The payments of all amounts due in respect of the Notes will be unconditionally and irrevocably guaranteed on a joint and several basis by the Guarantors. References in this Base Prospectus to the Guarantors are references to Brookset 20 Limited, Global Switch Coöperatief U.A., ICT Centre Holding B.V., ICT Centre France B.V., Global Switch PropertyHolding B.V., Global Switch Amsterdam B.V., Global Switch Amsterdam Property B.V., Global Switch Australia Holdings Pty Limited, Global Switch Property (Australia) Pty Limited, Global Switch Australia Pty Limited, Global Switch Property Pty Limited, Global Switch Singapore Holdings Pte Limited, Global Switch (Property) Singapore Pte Limited, Global Switch (France) Holding SAS, Global Switch (Paris) SAS, Global Switch Limited, Global Switch Estates 1 Limited, Global Switch Estates 2 Limited, Global Switch Group Limited and Global Switch Hong Kong Limited (the Original Guarantors) and each (if any) additional guarantor (each an Additional Guarantor) as described under “Terms and Conditions of the Notes – Covenants” but shall not include any Subsidiary of the Issuer which ceases to be a Guarantor of the relevant Series (as defined under "Terms and Conditions of the Notes") of Notes after the relevant Issue Date, all as described under “Terms and Conditions of the Notes – Status of the Notes and the Notes Guarantee”.

The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed €3,000,000,000 (or its equivalent in other currencies calculated as described in the Programme Agreement described herein), subject to increase as described herein.

The Notes may be issued on a continuing basis to one or more of the Dealers specified under "Overview" and any additional Dealer appointed under the Programme from time to time by the Issuer (each a Dealer and together the Dealers), which appointment may be for a specific issue or on an ongoing basis. References in this Base Prospectus to the relevant Dealer shall, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Notes.

An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see "Risk Factors".

This Base Prospectus has been approved by the Central Bank of Ireland, as competent authority under the Prospectus Directive (as defined below). The Central Bank of Ireland only approves this Base Prospectus as meeting the requirements imposed under Irish and European Union (EU) law pursuant to the Prospectus Directive. Such approval relates only to the Notes which are to be admitted to trading on a regulated market for the purposes of Directive 2004/39/EC (the Markets in Financial Instruments Directive or MiFID) and/or which are to be offered to the public in any Member State of the European Economic Area (EEA). Application has been made to the Irish Stock Exchange plc (the Irish Stock Exchange) for Notes issued under the Programme (other than Exempt Notes (as defined below)) during the period of 12 months from the date of this Base Prospectus to be admitted to the official list of the Irish Stock Exchange (the Official List) and to trading on its regulated market (the Main Securities Market). The Main Securities Market is a regulated market for the purposes of MiFID. References in this Base Prospectus to Notes being listed (and

all related references) shall mean that the Notes have been admitted to the Official List and to trading on the Main Securities Market.

The requirement to publish a prospectus under the Prospectus Directive (as defined under “Important Information” below) only applies to Notes which are to be admitted to trading on a regulated market in the EEA and/or offered to the public in the EEA other than in circumstances where an exemption is available under Article 3.2 of the Prospectus Directive. References in this Base Prospectus to Exempt Notes are to Notes for which no prospectus is required to be published under the Prospectus Directive. The Central Bank of Ireland has neither approved nor reviewed information contained in this Base Prospectus in connection with Exempt Notes.

Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and certain other information which is applicable to each Tranche (as defined under "Terms and Conditions of the Notes") of Notes will (other than in the case of Exempt Notes, as defined above) be set out in a final terms document (the Final Terms) which will be filed with the Central Bank of Ireland on or before the issue of the Notes of such Tranche. Copies of Final Terms in relation to Notes to be listed on the Irish Stock Exchange will also be published on the website of the Irish Stock Exchange at www.ise.ie. In the case of Exempt Notes, notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and certain other information which is applicable to each Tranche will be set out in a pricing supplement document (the Pricing Supplement).

The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchanges or markets as may be agreed between the Issuer, the Guarantors and the relevant Dealer. The Issuer may also issue unlisted Notes and/or Notes not admitted to trading on any market.

The Issuer has been rated Baa2 by Moody’s Investors Service Limited (Moody’s), BBB by Standard and Poor’s Credit Market Services Europe Limited (Standard and Poor’s) and BBB+ by Fitch Ratings Limited (Fitch). The Programme has been rated BBB by Standard and Poor’s, BBB+ by Fitch and Baa2 by Moody’s. Each of Moody’s, Standard and Poor’s and Fitch is established in the European Union and is registered under the Regulation (EC) No. 1060/2009 (as amended) (the CRA Regulation). As such each of Moody’s, Standard and Poor’s and Fitch is included in the list of credit rating agencies published by the European Securities and Markets Authority on its website (at http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with the CRA Regulation. Notes issued under the Programme may be rated or unrated by any one or more of the rating agencies referred to above. Where a Tranche of Notes is rated, such rating will be disclosed in the Final Terms (or Pricing Supplement, in the case of Exempt Notes) and will not necessarily be the same as the rating assigned to the Programme by the relevant rating agency. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.

ARRANGER

Barclays

DEALERS

Bank of China Barclays

Credit Suisse Deutsche Bank

HSBC

The date of this Base Prospectus is 16 May 2017.

IMPORTANT INFORMATION

This Base Prospectus comprises a base prospectus in respect of all Notes other than Exempt Notes issued under the Programme for the purposes of Article 5.4 of the Prospectus Directive. When used in this Base Prospectus, Prospectus Directive means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure in a relevant Member State of the EEA).

The Issuer and each Original Guarantor accepts responsibility for the information contained in this Base Prospectus and the Final Terms or, as the case may be, the Pricing Supplement for each Tranche of Notes issued under the Programme. To the best of the knowledge of the Issuer and each Original Guarantor (each having taken all reasonable care to ensure that such is the case) the information contained in this Base Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information.

This Base Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein by reference. This Base Prospectus shall be read and construed on the basis that such documents are incorporated and form part of this Base Prospectus.

Certain information identified as such in this Base Prospectus has been extracted from independent sources identified in this Base Prospectus. Where such information occurs in this Base Prospectus, the sources have been identified. Each of the Issuer and each Original Guarantor confirms that such information has been accurately reproduced and that, so far as it is aware, and is able to ascertain from information published by the specified sources, no facts have been omitted which would render the reproduced information inaccurate or misleading. See "Industry Overview" and "Description of the Issuer".

Neither the Dealers nor the Trustee (as defined below) have independently verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Dealers or the Trustee as to the accuracy or completeness of the information contained or incorporated in this Base Prospectus or any other information provided by the Issuer or the Original Guarantors in connection with the Programme. No Dealer or the Trustee accepts any liability in relation to the information contained or incorporated by reference in this Base Prospectus or any other information provided by the Issuer or the Original Guarantors in connection with the Programme.

No person is or has been authorised by the Issuer, the Original Guarantors or the Trustee to give any information or to make any representation not contained in or not consistent with this Base Prospectus or any other information supplied in connection with the Programme or the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer, the Original Guarantors, any of the Dealers or the Trustee.

Neither this Base Prospectus nor any other information supplied in connection with the Programme or any Notes (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a recommendation by the Issuer, the Original Guarantors, any of the Dealers or the Trustee that any recipient of this Base Prospectus or any other information supplied in connection with the Programme or any Notes should purchase any Notes. Each investor contemplating purchasing any Notes should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer and/or each Original Guarantor. Neither this Base Prospectus nor any other information supplied in connection with the Programme or the issue of any Notes constitutes an offer or invitation by or on behalf of the Issuer or the Original Guarantors, any of the Dealers or the Trustee to any person to subscribe for or to purchase any Notes.

Neither the delivery of this Base Prospectus nor the offering, sale or delivery of any Notes shall in any circumstances imply that the information contained herein concerning the Issuer and/or any Original Guarantor is correct at any time subsequent to the date hereof or that any other information supplied in

connection with the Programme is correct as of any time subsequent to the date indicated in the document containing the same. The Dealers and the Trustee expressly do not undertake to review the financial condition or affairs of the Issuer or the Original Guarantors during the life of the Programme or to advise any investor in the Notes of any information coming to their attention.

IMPORTANT – EEA RETAIL INVESTORS – If the Final Terms in respect of any Notes (or Pricing Supplement, in the case of Exempt Notes) includes a legend entitled "Prohibition of Sales to EEA Retail Investors", the Notes, from 1 January 2018, are not intended to be offered, sold or otherwise made available to and, with effect from such date, should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (MiFID II); (ii) a customer within the meaning of Directive 2002/92/EC (IMD), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Directive 2003/71/EC. Consequently no key information document required by Regulation (EU) No 1286/2014 (the PRIIPs Regulation) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

IMPORTANT INFORMATION RELATING TO THE USE OF THIS BASE PROSPECTUS AND OFFERS OF NOTES GENERALLY

This Base Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The distribution of this Base Prospectus and the offer or sale of Notes may be restricted by law in certain jurisdictions. The Issuer, the Original Guarantors, the Dealers and the Trustee do not represent that this Base Prospectus may be lawfully distributed, or that any Notes may be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or offering. In particular, no action has been taken by the Issuer, the Original Guarantors, the Dealers or the Trustee which is intended to permit a public offering of any Notes or distribution of this Base Prospectus in any jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Base Prospectus nor any advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this Base Prospectus or any Notes may come must inform themselves about, and observe, any such restrictions on the distribution of this Base Prospectus and the offering and sale of Notes. In particular, there are restrictions on the distribution of this Base Prospectus and the offer or sale of Notes in the United States, the EEA (including the United Kingdom, The Netherlands and France), Japan, Singapore and Australia, see "Subscription and Sale".

This Base Prospectus has been prepared on a basis that would permit an offer of Notes with a denomination of less than €100,000 (or its equivalent in any other currency) only in circumstances where there is an exemption from the obligation under the Prospectus Directive to publish a prospectus. As a result, any offer of Notes in any Member State of the EEA which has implemented the Prospectus Directive (each, a Relevant Member State) must be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of Notes. Accordingly any person making or intending to make an offer of Notes in that Relevant Member State may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the Issuer nor any Dealer have authorised, nor do they authorise, the making of any offer of Notes in circumstances in which an obligation arises for the Issuer or any Dealer to publish or supplement a prospectus for such offer.

The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended, (the Securities Act) and are subject to U.S. tax law requirements. Subject to certain exceptions,

Notes may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons (see "Subscription and Sale").

SUITABILITY OF INVESTMENT

The Notes may not be a suitable investment for all investors. Each potential investor in the Notes must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor may wish to consider, either on its own or with the help of its financial and other professional advisers, whether it:

(i) has sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and risks of investing in the Notes and the information contained or incorporated by reference in this Base Prospectus or any applicable supplement;

(ii) has access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Notes and the impact the Notes will have on its overall investment portfolio;

(iii) has sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes, including Notes where the currency for principal or interest payments is different from the potential investor's currency;

(iv) understands thoroughly the terms of the Notes and is familiar with the behaviour of financial markets; and

(v) is able to evaluate possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks.

Legal investment considerations may restrict certain investments. The investment activities of certain investors are subject to investment laws and regulations, or review or regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether and to what extent (1) Notes are legal investments for it, (2) Notes can be used as collateral for various types of borrowing and (3) other restrictions apply to its purchase or pledge of any Notes. Financial institutions should consult their legal advisers or the appropriate regulators to determine the appropriate treatment of Notes under any applicable risk-based capital or similar rules.

PRESENTATION OF INFORMATION

In this Base Prospectus, all references to:

 Global Switch or the Group refer to the Issuer and its subsidiaries;

 U.S. dollars, U.S.$ and $ refer to United States dollars;

 to Sterling and £ refer to pounds sterling;

 euro and € refer to the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty on the Functioning of the European Union, as amended;

 SGD or SIN$ refer to the official currency of Singapore;

 AUD or AUD$ refer to the official currency of Australia; and

 HKD refer to the official currency of Hong Kong.

The language of this Base Prospectus is English. Certain legislative references and technical terms have been cited in their original language in order that the correct technical meaning may be ascribed to them under applicable law.

NON-IFRS FINANCIAL INFORMATION

This Base Prospectus contains references to EBITDA, a financial measure that is not defined under IFRS. There are no generally accepted principles governing the calculation of this measure and the criteria upon which this measure is based can vary from company to company. This measure, by itself, does not provide a sufficient basis to compare Global Switch’s performance with that of other companies, and should not be considered in isolation or as a substitute for operating profit or any other measure as an indicator of operating performance, or as an alternative to cash generated from operating activities as a measure of liquidity. The Issuer uses EBITDA, as a performance indicator of Global Switch’s business and to evaluate the performance of its operations, to develop budgets and to measure its performance against those budgets. EBITDA is not a measurement of performance under IFRS and should not be considered by potential investors in isolation. The Issuer has presented this supplemental measure because it uses it to manage Global Switch’s business. In addition, the Issuer believes that EBITDA related measures are commonly reported by comparable businesses, and utilised by investors, analysts and market participants generally. Potential investors should not use these non-IFRS measures as a substitute for the figures provided in the auditors' report and audited consolidated annual financial statements of the Issuer incorporated by reference herein and referred to on page 39 of this Base Prospectus.

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS

Some statements in this Base Prospectus may be deemed to be forward looking statements. Forward looking statements include statements concerning the Issuer's and/or the Guarantors' plans, objectives, goals, strategies, future operations and performance and the assumptions underlying these forward looking statements. When used in this Base Prospectus, the words "anticipates", "estimates", "expects", "believes", "intends", "plans", "aims", "seeks", "may", "will", "should" and any similar expressions generally identify forward looking statements. These forward looking statements are contained in the sections entitled "Risk Factors", "Industry Overview", "Description of the Issuer" and "Description of the Original Guarantors" and other sections of this Base Prospectus. The Issuer and the Guarantors have based these forward looking statements on the current view of their management with respect to future events and financial performance. Although each of the Issuer and the Guarantors believes that the expectations, estimates and projections reflected in its forward looking statements are reasonable as of the date of this Base Prospectus, if one or more of the risks or uncertainties materialise, including those identified below or which the Issuer and/or the Guarantors has otherwise identified in this Base Prospectus or if any of the Issuer's and/or the Guarantors' underlying assumptions prove to be incomplete or inaccurate, the Issuer's and/or the Guarantors' actual results of operation may vary from those expected, estimated or predicted.

Any forward looking statements contained in this Base Prospectus speak only as at the date of this Base Prospectus. Without prejudice to any requirements under applicable laws and regulations, each of the Issuer and the Guarantors expressly disclaims any obligation or undertaking to disseminate after the date of this Base Prospectus any updates or revisions to any forward looking statements contained herein to reflect any change in expectations thereof or any change in events, conditions or circumstances on which any such forward looking statement is based.

STABILISATION

In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the Stabilisation Manager(s) (or persons acting on behalf of any Stabilisation Manager(s)) in the applicable Final Terms or the applicable Pricing Supplement may over-allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which

might otherwise prevail. However stabilisation may not necessarily occur. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the relevant Tranche of Notes is made and, if begun, may cease at any time, but it must end no later than the earlier of 30 days after the issue date of the relevant Tranche of Notes and 60 days after the date of the allotment of the relevant Tranche of Notes. Any stabilisation action or over-allotment must be conducted by the relevant Stabilisation Manager(s) (or persons acting on behalf of any Stabilisation Manager(s)) in accordance with all applicable laws and rules.

CONTENTS

Page

Overview ...... 9 Risk Factors ...... 15 Documents Incorporated by Reference ...... 39 Form of the Notes ...... 40 Applicable Final Terms ...... 42 Applicable Pricing Supplement ...... 55 Terms and Conditions of the Notes ...... 67 Use of Proceeds ...... 106 Industry Overview ...... 107 Description of the Issuer ...... 113 Description of the Original Guarantors ...... 129 Description of the Notes Guarantee ...... 137 Taxation ...... 138 Subscription and Sale ...... 147 General Information ...... 152

OVERVIEW

The following overview does not purport to be complete and is taken from, and is qualified in its entirety by, the remainder of this Base Prospectus and, in relation to the terms and conditions of any particular Tranche of Notes, the applicable Final Terms (or, in the case of Exempt Notes, the applicable Pricing Supplement). The Issuer and any relevant Dealer may agree that Notes shall be issued in a form other than that contemplated in the Terms and Conditions, in which event, in the case of Notes other than Exempt Notes, and if appropriate, a supplement to the Base Prospectus or a new Prospectus will be published.

This Overview constitutes a general description of the Programme for the purposes of Article 22.5(3) of Commission Regulation (EC) No 809/2004 implementing Directive 2003/71/EC (the Prospectus Regulation).

Words and expressions defined in "Form of the Notes" and "Terms and Conditions of the Notes" shall have the same meanings in this Overview.

Issuer: Global Switch Holdings Limited

Guarantors: Brookset 20 Limited Global Switch Coöperatief U.A. ICT Centre Holding B.V. ICT Centre France B.V. Global Switch PropertyHolding B.V. Global Switch Amsterdam B.V. Global Switch Amsterdam Property B.V. Global Switch Australia Holdings Pty Limited Global Switch Property (Australia) Pty Limited Global Switch Australia Pty Limited Global Switch Property Pty Limited Global Switch Singapore Holdings Pte Limited Global Switch (Property) Singapore Pte Limited Global Switch (France) Holding SAS Global Switch (Paris) SAS Global Switch Limited Global Switch Estates 1 Limited Global Switch Estates 2 Limited Global Switch Group Limited Global Switch Hong Kong Limited

(together, the Original Guarantors)

and each Additional Guarantor (if any) as defined under “Terms and Conditions of the Notes”.

In relation to each Series, any of the Original Guarantors or any Additional Guarantor may after the relevant Issue Date cease to be a guarantor, as described in Condition 2.3 of the Conditions of the Notes.

Certain limitations in respect of the Guarantors will be included in the Trust Deed and as more fully described under “Description

of the Notes Guarantee”. In the event that an additional guarantor is added pursuant to Condition 3.4, any applicable limitations shall be set out in the relevant supplemental Trust Deed applicable to such Additional Guarantor.

Risk Factors: There are certain factors that may affect the Issuer's ability to fulfil its obligations under Notes issued under the Programme. These are set out under "Risk Factors" below and include various business, operational, economic and industrial risks. In addition, there are certain factors which are material for the purpose of assessing the market risks associated with Notes issued under the Programme. These are set out under "Risk Factors" and include certain risks relating to the structure of particular Series of Notes and certain market risks.

Description: Euro Medium Term Note Programme

Arranger: Barclays Bank PLC

Dealers: Bank of China Limited, London Branch Barclays Bank PLC Credit Suisse Securities (Europe) Limited Deutsche Bank AG, London Branch HSBC Bank plc

and any other Dealers appointed in accordance with the Programme Agreement.

Certain Restrictions: Each issue of Notes denominated in a currency in respect of which particular laws, guidelines, regulations, restrictions or reporting requirements apply will only be issued in circumstances which comply with such laws, guidelines, regulations, restrictions or reporting requirements from time to time (see "Subscription and Sale") including the following restrictions applicable at the date of this Base Prospectus.

Notes having a maturity of less than one year

Notes having a maturity of less than one year will, if the proceeds of the issue are accepted in the United Kingdom, constitute deposits for the purposes of the prohibition on accepting deposits contained in section 19 of the Financial Services and Markets Act 2000 (FSMA) unless they are issued to a limited class of professional investors and have a denomination of at least £100,000 or its equivalent, see "Subscription and Sale".

Trustee: BNY Mellon Corporate Trustee Services Limited

Issuing and Principal Paying Agent: The Bank of New York Mellon

Programme Size: Up to €3,000,000,000 (or its equivalent in other currencies calculated as described in the Programme Agreement) outstanding at any time. The Issuer and the Original Guarantors

may increase the amount of the Programme in accordance with the terms of the Programme Agreement.

Distribution: Notes may be distributed by way of private or public placement and in each case on a syndicated or non-syndicated basis.

Currencies: Subject to any applicable legal or regulatory restrictions, Notes may be denominated in euro, Sterling, U.S. dollars, yen and any other currency agreed between the Issuer and the relevant Dealer.

Maturities: The Notes will have such maturities as may be agreed between the Issuer and the relevant Dealer, subject to such minimum or maximum maturities as may be allowed or required from time to time by the relevant central bank (or equivalent body) or any laws or regulations applicable to the Issuer or the relevant Specified Currency.

Issue Price: Notes may be issued on a fully-paid or, in the case of Exempt Notes, a partly-paid basis and at an issue price which is at par or at a discount to, or premium over, par.

Form of Notes: The Notes will be issued in bearer form as described in "Form of the Notes".

Fixed Rate Notes: Fixed interest will be payable on such date or dates as may be agreed between the Issuer and the relevant Dealer and on redemption and will be calculated on the basis of such Day Count Fraction as may be agreed between the Issuer and the relevant Dealer.

Floating Rate Notes: Floating Rate Notes will bear interest at a rate determined:

(a) on the same basis as the floating rate under a notional interest rate swap transaction in the relevant Specified Currency governed by an agreement incorporating the 2006 ISDA Definitions (as published by the International Swaps and Derivatives Association, Inc., and as amended and updated as at the Issue Date of the first Tranche of the Notes of the relevant Series); or

(b) on the basis of the reference rate set out in the applicable Final Terms (or, in the case of Exempt Notes, the applicable Pricing Supplement).

The margin (if any) relating to such floating rate will be agreed between the Issuer and the relevant Dealer for each Series of Floating Rate Notes.

Floating Rate Notes may also have a maximum interest rate, a minimum interest rate or both.

Interest on Floating Rate Notes in respect of each Interest Period, as agreed prior to issue by the Issuer and the relevant Dealer, will be payable on such Interest Payment Dates, and will be

calculated on the basis of such Day Count Fraction, as may be agreed between the Issuer and the relevant Dealer.

Zero Coupon Notes: Zero Coupon Notes will be offered and sold at a discount to their nominal amount and will not bear interest.

Exempt Notes: The Issuer and each Original Guarantor may agree with any Dealer and the Trustee that Exempt Notes may be issued in a form not contemplated by the Terms and Conditions of the Notes, in which event the relevant provisions will be included in the applicable Pricing Supplement.

Redemption: The applicable Final Terms (or, in the case of Exempt Notes, the applicable Pricing Supplement) will indicate either that the relevant Notes cannot be redeemed prior to their stated maturity (other than for taxation reasons or following an Event of Default) or that such Notes will be redeemable at the option of the Issuer and/or the Noteholders upon giving notice to the Noteholders or the Issuer, as the case may be, on a date or dates specified prior to such stated maturity and at a price or prices and on such other terms as may be agreed between the Issuer and the relevant Dealer.

Notes having a maturity of less than one year may be subject to restrictions on their denomination and distribution, see "Certain Restrictions - Notes having a maturity of less than one year" above.

Optional Redemption by Noteholders Upon the occurrence of a Change of Control, the holder of each following a Change of Control: Note will have the option to require the Issuer to redeem or, at the Issuer’s option, purchase (or procure the purchase of) that Note as further described in Condition 6.4(b).

Denomination of Notes: The Notes will be issued in such denominations as may be agreed between the Issuer and the relevant Dealer save that the minimum denomination of each Note will be such amount as may be allowed or required from time to time by the relevant central bank (or equivalent body) or any laws or regulations applicable to the relevant Specified Currency, see "Certain Restrictions - Notes having a maturity of less than one year" above, and save that the minimum denomination of each Note (other than an Exempt Note) will be €100,000 (or, if the Notes are denominated in a currency other than euro, the equivalent amount in such currency).

Taxation: All payments in respect of the Notes will be made without deduction for or on account of withholding taxes imposed by any Relevant Jurisdiction as provided in Condition 7. In the event that any such deduction is made, the Issuer or, as the case may be, the Guarantors will, save in certain limited circumstances provided in Condition 7, be required to pay additional amounts to cover the amounts so deducted.

Negative Pledge and other Covenants: Under the terms of the Notes, the Issuer will ensure:

(a) Negative Pledge: at all times, the total amount outstanding of Borrowings that benefits from Security shall not exceed twenty five per cent. (25%) of Total Assets;

(b) Interest Cover: Interest Cover in respect of any Relevant Period shall not be less than 1.5:1;

(d) Additional Guarantors: any other member of the Group which is a Material Company shall, as soon as possible and in any event within 30 days after becoming a Material Company, become an Additional Guarantor,

all as further described in Condition 3 of the Conditions of the Notes.

Cross Default: The terms of the Notes will contain a cross default provision as further described in Condition 9.

Status of the Notes: The Notes will constitute direct, unconditional, unsubordinated and unsecured obligations of the Issuer and will rank pari passu among themselves and (save for certain obligations required to be preferred by law) equally with all other unsecured obligations (other than subordinated obligations, if any) of the Issuer, from time to time outstanding.

Notes Guarantee: The Notes will be unconditionally and irrevocably guaranteed by the Guarantors. The obligations of the Guarantors under their guarantee will be direct, unconditional and unsecured obligations of the Guarantors and will rank pari passu and (save for certain obligations required to be preferred by law) equally with all other unsecured obligations (other than subordinated obligations, if any) of the Guarantors from time to time outstanding.

Rating: The Programme has been rated BBB by Standard and Poor’s, BBB+ by Fitch and Baa2 by Moody’s. Series of Notes issued under the Programme may be rated or unrated. Where a Series of Notes is rated, such rating will be disclosed in the applicable Final Terms (or applicable Pricing Supplement, in the case of Exempt Notes) and will not necessarily be the same as the ratings assigned, or expected to be assigned, to the Programme. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.

Listing: Application has been made to the Irish Stock Exchange for certain Notes issued under the Programme to be admitted to the Official List and to trading on the Main Securities Market.

Notes may be listed or admitted to trading, as the case may be, on other or further stock exchanges or markets agreed between the Issuer and the relevant Dealer in relation to the Series. Notes which are neither listed nor admitted to trading on any market may also be issued.

The applicable Final Terms (or applicable Pricing Supplement, in the case of Exempt Notes) will state whether or not the relevant Notes are to be listed and/or admitted to trading and, if so, on which stock exchanges and/or markets.

Governing Law: The Notes and any non-contractual obligations arising out of or in connection with the Notes will be governed by, and shall be construed in accordance with, English law.

Selling Restrictions: There are restrictions on the offer, sale and transfer of the Notes in the United States, the EEA (including the United Kingdom, The Netherlands and France) Japan, Singapore and Australia and such other restrictions as may be required in connection with the offering and sale of a particular Tranche of Notes, see "Subscription and Sale".

United States Selling Restrictions: Regulation S, Category 2. TEFRA C or D/TEFRA not applicable, as specified in the applicable Final Terms (or applicable Pricing Supplement, in the case of Exempt Notes).

RISK FACTORS

In purchasing Notes, investors assume the risk that the Issuer and each Original Guarantor may become insolvent or otherwise be unable to make all payments due in respect of the Notes. There is a wide range of factors which individually or together could result in the Issuer and the Original Guarantors becoming unable to make all payments due in respect of the Notes. It is not possible to identify all such factors or to determine which factors are most likely to occur, as the Issuer and the Original Guarantors may not be aware of all relevant factors and certain factors which they currently deem not to be material may become material as a result of the occurrence of events outside the Issuer's and the Original Guarantors’ control. The Issuer and each Original Guarantor have identified in this Base Prospectus a number of factors which could materially adversely affect their businesses and ability to make payments due in respect the Notes.

In addition, factors which are material for the purpose of assessing the market risks associated with Notes issued under the Programme are also described below.

Prospective investors should also read the detailed information set out elsewhere in this Base Prospectus and reach their own views prior to making any investment decision.

FACTORS THAT MAY AFFECT THE ISSUER'S AND/OR THE ORIGINAL GUARANTORS’ ABILITY TO FULFIL THEIR OBLIGATIONS UNDER NOTES ISSUED UNDER THE PROGRAMME/THE NOTES GUARANTEE Risks Related to Global Switch’s Business and Operations Global economic conditions could adversely affect Global Switch’s liquidity and financial condition. Many markets in which Global Switch owns and operates its properties have experienced tighter credit conditions and slower economic growth. Additional debt or equity financing opportunities, especially in the current credit-constrained climate, may not be available when needed or, if available, may not be available on satisfactory terms. Continued concerns about the systemic impact of low economic growth, energy costs, geopolitical issues, the availability and cost of credit, global financial and mortgage markets, corporate and consumer debt levels and declining residential and commercial real estate markets have contributed to increased market volatility and diminished expectations for the economies of a number of countries where Global Switch conducts its operations.

As a result of these general economic conditions the cost and availability of capital have been and may continue to be adversely affected in all markets in which Global Switch owns and operates its properties and conducts its operations. Concern about the stability of the markets generally and the strength of counterparties specifically has led many lenders and institutional investors to reduce and, in some cases, cease to provide credit to businesses and consumers. Continued turbulence in the international markets and economies may adversely affect Global Switch’s liquidity and the financial condition of its customers, who contract under various types of agreements (including without limitation leases and service agreements) that provide the customer with, generally, an established amount of power and cooling, along with security, in a particular space in a data centre and which customers may also be provided with other related services (Tenants). If these market and economic conditions continue, they may limit Global Switch’s ability, and the ability of its Tenants, to replace or renew maturing liabilities on a timely basis and access the capital markets to meet liquidity and capital expenditure requirements. They may also result in adverse effects on Global Switch’s, and its Tenants’, business, financial condition and results of operations.

If Global Switch does not have sufficient cash flow to continue operating its business and is unable to borrow additional funds, access its revolving credit facility or raise equity or debt capital, it may need to find alternative ways to increase its liquidity. Such alternatives may include, without limitation, curtailing

development or redevelopment activity, prioritizing projects, disposing of one or more properties possibly on disadvantageous terms or entering into or renewing leases on less favourable terms than Global Switch otherwise would and, in general, curtailing capital expenditures .

Global Switch’s business is dependent on the technical and operational resilience of its infrastructure.

Global Switch offers high-quality Tier III or higher operated data centres and best-in-class operations. A Tier III data centre is an industry standard classification for a data centre composed of redundant power and cooling distribution paths, providing a minimum of 99.982% availability. (See “Description of the Issuer— Data Centre Standards Overview”.) The specific technical and operational risks in maintaining this standard can be categorised in a number of distinct ways including but not limited to power surges from the main grid or external factors such as human error. While Global Switch manages such risks through an N+1 or better infrastructure as well as through detailed and structured operational procedures and maintenance programmes and appropriate method statements, this risk cannot be eliminated.

If a Global Switch data centre were to suffer a serious incident be it due to equipment failure, human error or any other reason, this could have an impact on the operational track record and reputation of Global Switch. Such an incident could harm its Tenants, reduce Tenants’ confidence in Global Switch’s services, impair Global Switch’s ability to attract new Tenants and retain existing Tenants, result in Global Switch incurring financial obligations to its Tenants and otherwise have a material adverse effect on Global Switch’s business, financial condition and operations.

Further, some customers may increase their use of high-density electrical power equipment, which will significantly increase the demand for power per customer and cooling requirements in Global Switch’s data centres. This increased demand may exceed the current electrical power and cooling infrastructure capacity available in Global Switch’s data centres. Considering that electrical power infrastructure is typically one of the most important limiting factors in its data centres, Global Switch’s ability to fully utilise available capacity is crucial as is the ability to secure sufficient power resources from third-party providers. If it cannot fully utilise available capacity and/or secure sufficient power resources, Global Switch could suffer from a negative impact on the available effective capacity of its existing data centres and limit its ability to expand its business. Any failure by an electricity supplier to provide required power resources to Global Switch could adversely affect Global Switch’s business, financial condition and results of operations.

Declining real estate valuations and impairment charges could adversely affect Global Switch’s earnings and financial condition.

Global Switch reviews the carrying value of its properties when circumstances, such as adverse market conditions, indicate that potential impairment may exist. Global Switch bases its review on an estimate of the future cash flows (excluding interest charges) expected to result from the real estate investment’s use and eventual disposition. Global Switch considers factors such as future operating income, trends and prospects, as well as the effects of leasing demand, competition and other factors. If this evaluation indicates that Global Switch may be unable to recover the carrying value of a real estate investment, an impairment loss is recorded to the extent that the carrying value exceeds the estimated fair value of the property. These losses have a direct impact on Global Switch’s net income because recording an impairment loss results in an immediate negative adjustment to net income. The evaluation of anticipated cash flows is highly subjective and is based in part on assumptions regarding future occupancy, rental rates (which term Global Switch uses to refer to service fees for the provision of space and services in its data centres) and capital requirements that could differ materially from actual results in future periods. A worsening real estate market in regions where Global Switch has data centres may cause Global Switch to re-evaluate the assumptions used in its impairment analysis. Impairment charges could adversely affect Global Switch’s business, financial condition and results of operations.

Global Switch’s properties depend upon the demand for space in high quality, large scale data centres.

Global Switch’s portfolio of properties consists of high quality large scale data centre real estate. A decrease in the demand for data centre space, internet gateway facilities or similar real estate could have an adverse effect on Global Switch’s business, financial condition and results of operations. Any economic slowdown or adverse development could lead to reduced demand for data centre space. Reduced demand could also result from business relocations, including to markets in which Global Switch does not currently operate.

Unexpected changes in industry practice or in technology, could also reduce customer demand for the physical data centre space which Global Switch provides and render its properties obsolete or in need of significant upgrades to remain viable. In addition, the development of new technologies, the adoption of new industry standards or other factors could render many of Global Switch’s current products and services obsolete or unmarketable and contribute to a downturn in its Tenants’ businesses, thereby increasing the likelihood that they default under their leases, become insolvent or file for bankruptcy.

If Global Switch is unable to locate and secure suitable sites for additional data centres on commercially acceptable terms, Global Switch’s ability to grow its business may be limited.

Global Switch’s growth is partially dependent on locating and securing suitable sites for additional data centres that meet Global Switch’s strict specifications. These specifications include, but are not limited to, sourcing sites free from seismic activity and sub-surface contamination, storm potential and various topographical considerations; there are further requirements in terms of proximity to international network routes, access to a significant supply of high voltage electrical power, the ability to sustain heavy floor loading and an adequate supply of sufficiently educated labour to operate and maintain the site. Property meeting these specifications may be scarce in Global Switch’s target markets. If Global Switch is unable to identify and acquire property on commercially acceptable terms on a timely basis for any reason, including competition from other companies seeking similar sites with greater financial resources than Global Switch, Global Switch’s rate of growth may be substantially impaired.

Global Switch depends on significant Tenants and depends on its Tenants or prospective customers generally to fulfill their contractual obligations.

As of 31 December 2016, the ten largest Tenants in Global Switch’s property portfolio represented approximately 46.5% of the total annualised rent generated by its properties. Its largest Tenant, rated Aa3/AA-/ A+ (Moody’s/S&P/Fitch) leased approximately 19,000 square metres of space as of 31 December 2016, representing approximately 10.7% of the total annualised rent generated by Global Switch’s properties. It has 56 contracts spread over six of Global Switch’s seven markets. Many factors may cause Global Switch’s Tenants to experience a downturn in their businesses or otherwise experience a lack of liquidity, which may weaken their financial condition and result in their failing to make timely rental payments or to defaulting under their leases. If any Tenant defaults or fails to make timely rent payments, Global Switch may experience delays in enforcing its rights, may not succeed in recovering rent at all and may incur substantial costs in protecting its investment. In addition, Global Switch’s financial condition may suffer as a result of any failure to enforce or recover under any security granted to it (by way of parent company guarantee, bank guarantee, or otherwise) with respect to a Tenant or prospective customer’s obligations.

Global Switch’s Tenants may choose to develop new data centres or expand their own existing data centres, which could result in the loss of one or more key Tenants or reduce demand for Global Switch’s existing or newly developed data centres, which could have a material adverse effect on its revenues and results of operations.

Global Switch’s Tenants may choose in the future to develop new data centres or expand or consolidate into data centres that Global Switch does not own or control. In the event that any of Global Switch’s key Tenants were to do so, it could result in a loss of business or put pressure on pricing. If Global Switch loses a Tenant, no assurance can be given that it would be able to replace that Tenant at a competitive rate or at all, which could have a material adverse effect on Global Switch’s revenues.

Securing Tenants for Global Switch’s existing and proposed development data centres may have a long sales cycle that may materially adversely affect its business, financial condition and results of operations.

A Tenant’s decision to take space in one of Global Switch’s existing or proposed data centres typically involves a significant commitment of resources by Global Switch and by the potential Tenant. As a result, for new Tenants, Global Switch may have a long sales cycle lasting anywhere from three months for smaller Tenants to periods in excess of one year for some of its larger Tenants. Furthermore, Global Switch may expend significant time and resources in pursuing a particular potential Tenant that does not result in revenue. The timescale for existing Tenants is shorter in most cases. In addition, Global Switch does not commence construction for new data centre properties until it secures significant Tenant pre-commitments. This is generally a difficult exercise as Tenants are typically asked to make a commitment for new space up to two years before they require it. A slowdown in the global economy, periods of political instability and/or a delayed recovery may further impact this long sales cycle by making it extremely difficult for Tenants to accurately forecast and plan future business activities. This could cause such potential Tenants to slow spending, or delay decision-making on Global Switch’s data centres.

Delays due to the length of Global Switch’s sales cycle for existing data centres as well as the length of sales cycles arising from the inability to secure pre-commitments for proposed data centre properties may have a material adverse effect on its business, financial condition and results of operations.

The value of Global Switch’s portfolio of properties depends upon local economic conditions.

Global Switch’s data centres are currently located in eight markets in many of the principal metropolitan business, communications and internet hubs of Europe and Asia Pacific. Global Switch depends upon the local economic conditions in these markets, including local real estate conditions. Global Switch’s operations may be affected if too many competing properties are built in any of these markets and supply increases or otherwise exceeds demand. Global Switch’s operations and revenue could be materially adversely affected by local economic conditions in these markets, and no assurance can be given that these markets will grow with, or will remain exposed to, the prevailing growth drivers for outsourced data centres.

While Global Switch intends to develop data centre properties primarily in markets with which it is familiar, it may in the future develop properties in new geographic regions where Global Switch expects the development of property to result in favourable risk-adjusted returns on its investment. Global Switch may not possess the same level of familiarity with developments in these new markets, which could adversely affect its ability to develop such properties successfully or at all or to achieve expected performance.

Development and redevelopment activities, regardless of whether they are ultimately successful, will typically require a substantial portion of Group management’s time and attention. This may distract Global Switch’s management from focusing on other operational activities of its business. If Global Switch is unable to complete development or redevelopment projects successfully, its business may be adversely affected.

Global Switch may be unable to lease vacant space or renew leases as leases expire.

Global Switch often begins development of space specifically for Tenants pursuant to leases having been signed prior to the commencement of construction. In those cases, if Global Switch failed to meet its development obligations under those leases, these Tenants may be able to terminate the leases and Global Switch would be required to find a new Tenant for this space. No assurance can be given that once Global Switch has developed new data centre space it will be able to successfully lease it at all, or at favourable rates or rates expected at the time the development commenced. If Global Switch is not able to lease successfully the space that it develops, if development costs are higher than it currently estimates, or if lease rates are lower than expected when it began the project or are otherwise undesirable, Global Switch’s revenue and operating results could be adversely affected.

As of 31 December 2016 an additional 28,000 square metres of fitted technical space (excluding space held for redevelopment and unfitted space) was available to be leased. Some of this unoccupied space, whether released by contract churn or held as inventory, may require further capital investment to attract a new Tenant. No assurance can be given that this space will be leased or will be leased at net effective rental rates equal to or above the current average net effective rental rates.

By 31 December 2017, leases representing 12.4 % of the total contracted annualised rent will have or are scheduled to expire. In the year ending 31 December 2018, a further 21.9 % of the total contracted annualised rent is scheduled to expire. No assurance can be given that leases will be renewed or that renewals will be at net effective rental rates equal to or above the current average net effective rental rates.

If the rental rates for Global Switch’s properties decrease, if existing Tenants do not renew their leases or the renewal of any of its leases is on less favourable terms, if Global Switch does not lease unoccupied space or if it takes longer to lease or re-lease unoccupied space or for rents to commence on this space, Global Switch’s financial condition, results of operations, cash flow and ability to satisfy its debt service obligations could be materially adversely affected.

Global Switch’s business is dependent on the adequate supply of electrical power and could be harmed by prolonged electrical power outages or increases in the cost of power.

The operation of each of Global Switch’s data centres requires a substantial amount of power purchased from the grid. Global Switch cannot be certain that there will be adequate power in all of the markets in which it operates or proposes to develop additional data centres. Global Switch relies on third parties to provide power to its data centres, and it cannot ensure that these third parties will deliver such power in adequate quantities or on a consistent basis. If the amount of power available to it is inadequate to support its requirements, it may be unable to satisfy its obligations to its Tenants. Global Switch attempts to limit exposure to system downtime caused by power outages by using back-up generators and uninterruptible power supply (or UPS) systems. However, Global Switch may not be able to limit its exposure entirely even with these systems in place. It also cannot guarantee that the generators will always provide sufficient power or restore power in time to avoid loss of or damage to Tenants’ equipment and its own infrastructure.

Any temporary loss of or reduction in power at any of Global Switch’s data centres could harm its Tenants, reduce Tenants’ confidence in Global Switch’s services, or impair Global Switch’s ability to retain existing Tenants or attract new Tenants. It could also result in Global Switch incurring financial liabilities to its Tenants, who may also seek damages from Global Switch.

If Global Switch is unable to fully utilise the physical space available within its data centres or successfully develop additional data centres or expand existing data centres due to restrictions on available electrical power or cooling, it will be unable to accept new customers or increase its services provided to existing

customers, which may have a material adverse effect on its business, financial condition and results of operations.

Global Switch is susceptible to fluctuations in power costs in all of the markets in which it operates. If a lease is agreed with a Tenant with the cooling charge as a fixed percentage of consumption, rather than pro-rated against actual cooling consumption or if the non-IT power consumption cannot be fairly charged to the current occupants, Global Switch may be unable to recover all of its power costs, which may have a material adverse effect on its business, financial condition and results of operations. Adverse changes in Global Switch’s credit ratings could negatively affect its ability to secure any financing, to secure financing at reasonable market rates and to continue to retain and attract Tenants.

The credit ratings of the Issuer’s senior unsecured long-term debt is based on Global Switch’s operating performance, liquidity and leverage ratios, overall financial position and other factors employed by the credit rating agencies in their rating analyses of Global Switch. The Issuer’s credit ratings can affect the amount of capital it can access, as well as the terms and pricing of any debt it may incur. No assurance can be given that the Issuer will be able to maintain its current credit ratings, and in the event the current credit ratings are downgraded, Global Switch would likely incur higher borrowing costs and may encounter difficulty in obtaining additional financing. Also, a downgrade in the Issuer’s credit ratings may trigger additional payments or other negative consequences under its current and future credit facilities and debt instruments. For example, if the credit ratings of the Issuer’s senior unsecured long-term debt are downgraded to below investment grade levels, Global Switch may not be able to obtain or maintain extensions on part of its existing debt. Adverse changes in its credit ratings could negatively impact Global Switch’s refinancing and other capital market activities, its ability to manage its debt maturities, its future growth, its financial condition, and its development and acquisition activity.

In addition, current Tenants consider Global Switch’s credit rating as a factor when renewing their leases with Global Switch and prospective Tenants consider Global Switch’s credit rating as a factor when selecting Global Switch as a data centre provider. In the event Global Switch’s current credit ratings are downgraded, it may not be able to retain and attract Tenants, which would have a material adverse effect on its business, financial condition and results of operations.

The Issuer’s revolving credit facility restricts Global Switch’s ability to engage in some business activities.

The Issuer’s revolving credit facility contains negative covenants and other financial and operating covenants that, among other things:

 restrict Global Switch’s ability to incur additional indebtedness;

 restrict Global Switch’s ability to make certain investments;

 restrict the ability of the member companies of Global Switch, including the Issuer, to merge with another company;

 restrict Global Switch’s ability to create, incur or assume liens;

 restrict Global Switch’s ability to make distributions to its shareholders;

 require Global Switch to maintain financial coverage ratios; and

 require Global Switch to maintain a pool of unencumbered assets.

As a result of these covenants, Global Switch is limited in the manner in which it conducts its business and it may be unable to take advantage of favourable business opportunities or finance future operations or capital needs.

Global Switch could be subject to costs, as well as claims, litigation or other potential liability, in connection with risks associated with the security of its data centres.

One of Global Switch’s key service offerings is its high level of physical premises security. Many of Global Switch’s Tenants entrust their key strategic IT services and applications to Global Switch due, in part, to the level of security it offers. A party who is able to breach Global Switch’s security could physically damage its and its Tenants’ equipment and/or misappropriate either Global Switch’s proprietary information or the information of its Tenants or cause interruptions or malfunctions in Global Switch’s and/or its Tenants’ operations.

There can be no assurance that the security of any of Global Switch’s data centres will not be breached either physically or electronically or the equipment and information of its Tenants’ will not be put at risk. Any security breach could have a serious effect on Global Switch’s reputation and could prevent Tenants from choosing Global Switch’s services and lead to Tenants terminating their leases and seeking to recover losses suffered, which could have a material adverse effect on Global Switch’s business, financial condition and results of operations. Global Switch may incur significant additional costs to protect against physical and electronic security breaches or to alleviate problems caused by such breaches.

Global Switch faces risks relating to foreign currency exchange rate fluctuations.

Global Switch’s reporting currency for the purposes of its financial statements is the pound sterling. However, Global Switch also generates revenues and incurs operating costs in non-sterling denominated currencies, such as the Euro, Singapore dollar, Australian dollar and Hong Kong dollar. Global Switch recognises foreign currency gains or losses arising from its operations in the period incurred. As a result, currency fluctuations between sterling and the non-sterling currencies in which Global Switch does business or proposes to do business (such as China) will cause Global Switch to incur foreign currency translation gains and losses. Global Switch cannot predict the effects of exchange rate fluctuations upon its future operating results because of the number of currencies involved, the variability of currency exposure and the potential volatility of currency exchange rates. Global Switch hedges some of its foreign exchange rate exposure with its majority shareholder, Aldersgate Investments Limited, with formal hedging instruments and counter-party agreements.

Failure to hedge against interest rate changes may adversely affect results of operations.

The majority of Global Switch’s financial assets and interest bearing liabilities are a mix of both fixed and floating rate instruments. As a result, changes in interest rates will affect Global Switch’s interest charges, income and interest related cash flows. Global Switch does not currently manage its exposure to interest rate volatility by using interest rate hedging arrangements, and does not intend to put in place hedging arrangements in conjunction with the issue of Notes.

Counterparty risk and credit risk.

Global Switch is exposed to the credit risk of the financial institutions where its cash is held. In the event of the insolvency of such a financial institution, Global Switch will be treated as a general creditor of the financial institution. To the extent that Global Switch hedges its foreign exchange rate exposure or other exposure (e.g. interest rate exposure) it will be exposed to the credit risk of the counterparties with whom it hedges and may also bear the risk of settlement default with respect to such counterparties.

Potential losses may not be covered by insurance.

Global Switch carries comprehensive insurance covering (by way of example) third party liability, fire, earthquake, business interruption and rental loss covering all of the properties in its portfolio. Global Switch selects policy specifications and insured limits which it believes to be appropriate and adequate given the relative risk of loss, the cost of the coverage and industry practice. Most of Global Switch’s policies, like those covering losses due to floods, are insured subject to limitations involving large deductibles or co- payments and policy limits which may not be sufficient to cover losses. Global Switch does not carry insurance for generally uninsured losses such as loss from war or nuclear reaction. In the event that Global Switch incurs a loss as a result of war or nuclear reaction, or a loss that is not fully covered by insurance due to the policy limit or otherwise, the value of Global Switch’s assets will be reduced by the amount of any such uninsured loss. In addition, in the case of damage to property, Global Switch may have no source of funding to repair or reconstruct the damaged property, and there can be no assurance that any such sources of funding will be available to it for such purposes in the future. Also, changes in the costs or availability of insurance in the future could expose Global Switch to further uninsured losses as certain types of risk may become uninsurable or not economically insurable.

In addition, many of Global Switch’s properties contain extensive and highly valuable technology-related improvements. Under the terms of Global Switch’s leases, Tenants generally retain title to such improvements and are obligated to maintain adequate insurance coverage applicable to such improvements and under most possible circumstances would use their insurance proceeds to restore such improvements after a casualty. In the event of a casualty or other loss involving one of Global Switch’s buildings with extensive installed Tenant improvements, Tenants may have the right to terminate their leases if Global Switch does not rebuild the base building within prescribed times. In such cases, the proceeds from Tenants’ insurance will not be available to restore the improvements, and Global Switch’s insurance coverage may be insufficient to replicate the technology-related improvements made by such Tenants.

If Global Switch or one or more of its Tenants experiences a loss, including due to vandalism or resulting from breaches of security at one of its data centres, which is uninsured or which exceeds policy limits, Global Switch could lose the capital invested in the damaged properties as well as the anticipated future cash flows from those properties.

Global Switch may experience unforeseen delays and expenses when developing data centres and the costs can be greater than anticipated.

As Global Switch attempts to grow its business, substantial management effort and financial resources are employed developing new data centres and upgrading its existing data centres. Global Switch may experience unforeseen delays and expenses in connection with a particular project. In addition, unexpected technological changes and industry practice changes could affect Global Switch’s Tenants’ requirements and it may not have built such requirements into its data centres and may not have budgeted for the financial resources necessary to develop the space to meet such new requirements. Although Global Switch budgets for expected development costs and expenses at the time the project is initiated, additional expenses in the event of unforeseen delays, cost overruns, unanticipated expenses, regulatory changes and unexpected technological changes may negatively affect Global Switch’s business, financial condition and results of operations.

No assurance can be given that Global Switch will complete the development of new data centres or the redevelopment of existing data centres within the proposed timeframe and cost parameters or at all. In the event of delay, Global Switch faces the risk that pre-commitments from anchor Tenants are retracted or late delivery penalties become payable to the Tenant. Any such failure could have a material adverse effect on Global Switch’s business, financial condition and results of operations.

Global Switch may face risks relating to increasing ongoing operating costs of its data centres without corresponding increase in turnover or reimbursements from its Tenants.

Factors which could increase Global Switch’s operating and other expenses include:

 increases in the rate of inflation;

 increases in staff, telecommunications and energy and utility costs;

 increases in property taxes and other statutory charges;

 increases in insurance premiums;

 increases in the costs of maintaining properties; and

 failure to perform by sub-contractors leading to increases in operating costs.

Such increases could have a material adverse effect on Global Switch’s business, financial condition or results of operations.

Global Switch faces competition, which may decrease or prevent increases of the occupancy and rental rates of its properties, alter the terms and conditions of future leases and result in shorter term rental periods.

Global Switch competes with numerous owners, operators and developers of real estate, including data centres, many of which own and/or operate properties similar to Global Switch’s in the same markets in which its properties are located. In addition, Global Switch may in the future face competition from new entrants into the data centre market, including new entrants who may acquire Global Switch’s current competitors. Global Switch’s competitors and potential competitors may have advantages over it, including greater brand awareness, pre-existing relationships with current or potential Tenants, significantly greater financial, marketing and other resources and access to capital which allow them to respond more quickly to new or changing opportunities. If Global Switch’s competitors offer space that its Tenants or potential Tenants perceive to be superior to Global Switch’s based on numerous factors, including available power, location, security considerations, or connectivity, or if they offer rental rates below current market rates, or below the rental rates Global Switch offers, it may lose Tenants or potential Tenants or be required to incur costs to improve its properties or reduce its rental rates. Consolidation may occur among existing competitors who may have significantly greater financial, marketing and other resources in comparison to Global Switch. Accordingly, competitors may be able to adopt aggressive pricing policies, including the provision of discounted data centre services as an incentive for customers to utilise their services or provide target customers with additional benefits. In addition, some of Global Switch’s competitors may have developed or redeveloped additional data centre space. If the supply of data centre space continues to increase as a result of these activities or otherwise, rental rates may be reduced or Global Switch may face delays in or be unable to lease its vacant space, including space that it develops or redevelops. Furthermore, Global Switch’s competitors may offer terms and conditions and rental periods that Global Switch considers less favourable to it but may need to match in order to remain competitive. Finally, if Tenants or potential Tenants desire services that Global Switch does not offer, it may not be able to lease its space to those Tenants. Global Switch’s financial condition, results of operations, cash flow and ability to satisfy its debt service obligations could be materially adversely affected as a result of any or all of these factors.

Global Switch’s properties may not be suitable for alternative use by Tenants without significant expenditures or renovations.

Global Switch data centres are bespoke real estate assets built to the structural, mechanical and engineering specifications required for the provision of highly resilient data centre power, cooling, security and dense connectivity. In the event of repurposing the use of the real estate, Global Switch’s properties may not be suitable for lease without significant expenditure or renovation. As a result, Global Switch may be required to invest significant amounts or offer significant discounts to Tenants in order to lease or re-lease that space for an alternate use, either of which could adversely affect its financial and operating results.

Global Switch may face significant expenditures if a Tenant fails to remove its equipment and restore its space to the original state.

Many of Global Switch’s Tenants have invested a significant amount in infrastructure within their data centre space. If a Tenant fails to restore its space to the original condition at the end of its lease term or if it becomes insolvent during its lease term and Global Switch is unable to recoup the cost of restoring the space to a pre-let condition, Global Switch will incur significant cost to make the space reusable for new Tenants and lose out on the revenue from the space if it does not re-let it.

Global Switch may face risks associated with investing in unfamiliar markets.

Global Switch has acquired and may continue to acquire properties on a strategic and selective basis in international markets. When Global Switch acquires properties located in these markets, it may face risks associated with a lack of market knowledge or understanding of the local economy, forging new business relationships in the area and unfamiliarity with local legal requirements and government and planning procedures. In addition, due diligence, transaction and structuring costs may be higher than those Global Switch has previously faced and once completed it may be more difficult for Global Switch to operate such data centres on the same basis or as profitably as its existing data centres. Global Switch works to mitigate such risks through extensive due diligence and research, and by putting in place contractual arrangements that mitigate or transfer this risk to a supplier; however, no assurance can be given that all such risks will be eliminated.

Future consolidation of multi-national data processing companies could materially adversely affect Global Switch’s revenues by eliminating some potential Tenants and could make Global Switch more dependent on a more limited number of Tenants.

Mergers or consolidations of multi-national data processing companies in the future could reduce the number of Global Switch’s Tenants and potential Tenants. If Global Switch’s Tenants merge with or are acquired by other entities that are not Global Switch’s Tenants, they may discontinue or reduce the use of Global Switch’s data centres in the future. Any of these developments could have a material adverse effect on Global Switch’s revenues and results of operations.

Global Switch depends on third parties to provide connectivity to the Tenants in its data centres and any delays or disruptions in this may materially adversely affect its operating results and cash flow.

Global Switch is not a telecommunications carrier and it is the responsibility of third parties to provide its non-carrier Tenants with carrier services. Although Global Switch’s Tenants are responsible for procuring their own connectivity, Global Switch depends upon the presence, capacity and diversity of multiple international and national telecommunications carriers which provide connectivity at its data centres in order to attract and retain Tenants.

Any telecommunication carrier may elect not to offer or continue to offer its services within Global Switch’s data centres. Further, as a result of strategic decisions or consolidations, some telecommunication carriers

may be forced to downsize or terminate connectivity within Global Switch’s data centres, which could have an adverse effect on the business of Global Switch’s Tenants and, in turn, its own operating results.

For new developments, the construction required to connect multiple telecommunication carrier facilities to Global Switch’s data centres is complex and involves factors outside of Global Switch’s control, including planning and regulatory requirements and the availability of construction resources. If the establishment of highly diverse connectivity to Global Switch’s data centres does not occur, is materially delayed, is discontinued, or is subject to failure, Global Switch’s operating results and cash flow may be materially adversely affected.

Global Switch’s properties may contain or develop harmful mould or suffer from other air quality issues, which could lead to liability for adverse health effects and costs to remedy the problem.

When excessive moisture accumulates in buildings or on building materials, mould may grow, particularly if the moisture problem remains undiscovered or is not addressed over a period of time. Some moulds may produce airborne toxins or irritants. Indoor air quality issues can also stem from inadequate ventilation, chemical contamination from indoor or outdoor sources and other biological contaminants such as pollen, viruses and bacteria. Indoor exposure to airborne toxins or irritants above certain levels can be alleged to cause a variety of adverse health effects and symptoms, including allergic or other reactions. As a result, the presence of significant mould or other airborne contaminants at any of Global Switch’s properties could require it to undertake a costly remediation programme to contain or remove the mould or other airborne contaminants from the affected property or increase indoor ventilation. In addition, the presence of significant mould or other airborne contaminants could expose Global Switch to liability from its Tenants, employees of its Tenants and others if property damage or health concerns arise.

Global Switch’s success depends on key personnel whose continued service is not guaranteed and it may not be able to retain or attract knowledgeable, experienced and qualified personnel.

Global Switch depends on the efforts of key personnel. Global Switch’s reputation and relationships with existing and potential future Tenants, industry personnel and key lenders are the direct result of a significant investment of time and effort by Global Switch’s key personnel to build credibility in a highly specialised industry. Many of its senior executives have extensive experience and strong reputations in the real estate and technology industries, which aid Global Switch in capitalising on strategic opportunities and negotiating with Tenants. While Global Switch believes that it would be able to find suitable replacements for key personnel who may depart from time to time, the loss of their services could diminish its business and investment opportunities and its Tenant, industry and lender relationships, which could have a material adverse effect on its operations.

In addition, Global Switch’s success depends, to a significant degree, on being able to employ and retain personnel who have the expertise required to successfully acquire, develop, market and operate high-quality data centres. Personnel with these skill sets are in limited supply so the demand and competition for such expertise is intense. Global Switch cannot be certain that it will be able to hire and retain a sufficient number of qualified employees at reasonable compensation levels to support its growth and maintain the high level of quality service its Tenants expect, and any failure to do so could have a material adverse effect on its business.

Global Switch’s success depends on contractors whose continued service is not guaranteed and it may not be able to retain or attract knowledgeable, experienced and qualified personnel.

Global Switch depends on the efforts of contractors to build new data centres and to run many of the operations at its existing data centres. Global Switch’s success depends, to a significant degree, on being

able to employ and retain contractors who have the expertise required to successfully acquire, develop, market and operate high-quality data centres. Personnel with these skill sets are in limited supply so the demand and competition for such expertise is intense. Global Switch cannot be certain that it will be able to hire and retain a sufficient number of qualified contractors at reasonable compensation levels to support its growth and maintain the high level of quality service its Tenants expect. Global Switch also faces the risk that contractors may not have the same degree of loyalty to Global Switch as long term permanent personnel, which could result in Global Switch finding alternative contractors on very short notice and the risk that contractors could at the end of their contract take information regarding Global Switch or its Tenants and breach contractual requirements. Any failure could have a material adverse effect on Global Switch’s business.

Global Switch’s growth depends upon the successful development of new data centres, redevelopment of existing space and the sourcing, permitting and exploiting of land held for development. Any delays or unexpected costs in such development or redevelopment may delay and harm its growth prospects, future operating results and financial condition.

Global Switch’s ability to meet the growing needs of its existing Tenants and to attract new Tenants depends, in part, on its ability to add capacity by increasing the power and expanding the lettable area available within its existing data centres and land held for redevelopment. Global Switch has reached high occupancy levels at a number of its data centres and has identified certain sites within its existing portfolio with sufficient power reserves where it may expand or where it may otherwise increase power reserves and densities allowing it to expand. Global Switch’s successful development of new projects is subject to many risks, including those associated with:

 delays in construction;  budget overruns;  changes to the plans or specifications;  construction site accidents and other casualties;  increased prices for raw materials or building supplies;  lack of availability and/or increased costs for specialised data centre components, including long lead time items such as generators;  labour availability and costs;  labour disputes and work stoppages with contractors, subcontractors, equipment suppliers or others that are constructing the project;  failure of contractors and/or subcontractors or equipment suppliers to perform on a timely basis or at all, or other misconduct on the part of contractors, subcontractors or equipment suppliers;  the failure of plant and/or equipment to perform as designed or otherwise function as required;  any contractor, subcontractor or equipment supplier becoming insolvent or otherwise ceasing to be financially viable;  timing of the commencement of rental payments or default by prospective customers to fulfil their contractual obligations;  construction site accidents and other casualties;  increased prices for raw materials or building supplies;  access to sufficient power and related costs of providing such power to its Tenants;  environmental issues;

 regulatory and planning issues;  force majeure;  fire, flooding, earthquakes and other natural disasters;  failure by Global Switch to exercise or enforce its completion security;  geological, geotechnical construction, excavation and equipment problems; and  delays or denials of entitlements or permits or modifications to permits, including zoning, planning and related permits, or other delays resulting from its dependence on the cooperation of public and/or charitable agencies (including environmental and heritage agencies), utility companies and/or other third parties that may seek to exert their rights which are not synonymous with Global Switch’s plans.

Due to Global Switch’s high capacity levels, it may not be able to accommodate requests for space, which could lead to Tenants moving their leases to a different data centre provider.

As of 31 December 2016, average occupancy rates across Global Switch’s data centre properties was 89% of available space (that is space excluding unfitted space and space held for redevelopment) or 83% of all fitted and unfitted technical space. Fitted space is space that has been developed sufficiently to enable handover to a Tenant and has primary cooling, power, security, life safety systems and raised (or access flooring) available for use within the Tenant’s space. If Global Switch is unable to accommodate requests for new space in current data centres or to develop new data centres quickly enough, existing Tenants may lease space from competitors. Once existing Tenants move to a competitor in one market, this increases the possibility of such Tenants selecting the competitor to replace Global Switch in other markets.

Global Switch may be unable to identify and complete acquisitions on favourable terms or at all.

Global Switch will consider acquisitions of suitably engineered data centres where they fit in with its existing business model and portfolio profile. To date, Global Switch has not identified any existing sites in Tier 1 markets (for a description of a Tier 1 market see “Industry Overview – Types of Market”)that meet Global Switch’s business model of offering large-scale data centres with high connectivity, low latency and network neutrality. Future potential acquisitions would need to complement Global Switch’s geographic expansion in Tier 1 markets in Europe and Asia Pacific as well as extend its Tenant base.

Global Switch’s ability to acquire properties or businesses on favourable terms may be exposed to the following significant risks:

 it may be unable to acquire a desired property or business because of competition from other real estate investors with significant capital, including both publicly traded real estate investment trusts or REITs and institutional investment funds;

 even if it is able to acquire a desired property or business, competition from other potential acquirers may significantly increase the purchase price or result in other less favourable terms;

 even if it enters into agreements for the acquisition of technology-related real estate or businesses, these agreements are subject to customary conditions to closing, including completion of due diligence investigations to Global Switch’s satisfaction;

 it may be unable to finance acquisitions on favourable terms or at all; and

 acquisitions involve a number of inherent risks in assessing the values, strengths, weaknesses and profitability of properties, including adverse short-term effects on Global Switch’s operating results, and whilst Global Switch will undertake appropriate due diligence in order to assess these risks, the acquired

properties may not achieve anticipated rental rates or occupancy levels, and unexpected problems or latent liabilities such as the existence of hazardous substances on the property may still emerge. Additionally, it may acquire properties or businesses subject to liabilities and without any recourse, or with only limited recourse, with respect to unknown or contingent liabilities, such as liabilities for clean-up of undisclosed environmental contamination, claims by Tenants, vendors or other persons dealing with the former owners of the properties or businesses, tax liabilities, claims for indemnification by general partners, directors, officers and others indemnified by the former owners of the properties or businesses, and other liabilities whether incurred in the ordinary course of business or otherwise. The total amount of costs and expenses that it may incur with respect to liabilities associated with acquired properties or businesses may exceed Global Switch’s expectations, which may adversely affect its business, financial condition and results of operations.

Global Switch holds some properties as leasehold and disputes arising under the terms of the leaseholds may have an adverse effect on Global Switch.

Although Global Switch owns most of its properties as freehold, in some jurisdictions it holds property under the longest leasehold available where freeholds are not offered due to local regulation. If any dispute arises under the leaseholds, this may have a materially adverse effect on the business, financial condition and results of operations of Global Switch.

Global Switch’s risk management procedures may fail to identify or anticipate future risks.

Although Global Switch has risk management procedures in place, the methods used to manage risk may not identify or anticipate current or future risks or the extent of future exposures, which could be significantly greater than historical measures indicate. Risk management methods depend on the evaluation of information regarding markets, customers or other matters that is publicly available or otherwise accessible to Global Switch. Failure (or the perception that Global Switch has failed) to develop, implement and monitor Global Switch’s risk management policies and procedures and, when necessary, pre-emptively upgrade them could give rise to reputational issues which could have a material adverse effect on Global Switch’s business, prospects, results of operations and financial condition.

Risks related to doing business in China. Global Switch is developing a data centre in Shanghai in joint venture with Daily-Tech Beijing Co. Ltd and Daily-Tech Beijing Co. Ltd has entered into certain pre-commitments with Global Switch as further detailed in this Base Prospectus. The economy in China differs from the economies of most developed countries in many respects, including the amount of government involvement, the level of development, the growth rate, the control of foreign exchange and allocation of resources. The Chinese government exercises significant control over China’s economy through various measures, such as allocation of resources, controlling payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies. Some of these measures may have a negative effect on Global Switch’s business. The Chinese legal system is a civil law system based on written statutes. Unlike the common law system, prior court decisions may be cited for reference but are not binding. China has not developed a fully integrated legal system, and recently enacted laws and regulations may not sufficiently cover all aspects of economic activities in China. In particular, because these laws and regulations are relatively new, and because of the limited volume of published decisions and their nonbinding nature, the interpretation and enforcement of these laws and regulations involve uncertainties. In addition, the Chinese legal system is based in part on government policies and internal rules, some of which may not be published on a timely basis or at all, and some of which may have a retroactive effect. These uncertainties could adversely affect Global Switch’s business and results of operations.

Risks Related to Global Switch’s Industry

The European and Asia Pacific data centre industry has suffered from over-capacity in the past, and a substantial increase in the supply of new data centre capacity and/or a general decrease in demand for data centre services could have an adverse impact on industry pricing and profit margins.

The market for data centres is highly competitive. Global Switch also competes against other carrier-neutral data centre service owners and operators and with other types of data centre providers, including carrier- operated colocation, IT outsourcers and managed services provider data centres. Co-location providers of data centre space could also change their business plan to compete with Global Switch directly or open new data centres, thus making large amounts of capacity available at a single point in time and facilitating the entry into the market or expansion of competitors.

Overall, Global Switch faces significant competition against current and future competitors. A substantial increase in the supply of new data centre capacity in the European or Asia Pacific data centre market and/or a general decrease in demand, or in the rate of increase in demand, for data centre services could have an adverse impact on industry pricing and profit margins. If there is not sufficient demand for data centre services, Global Switch could suffer from downward pricing pressures and the loss of customers, which would have a material adverse effect on its business, financial condition and operating results.

If Global Switch does not keep pace with technological changes, evolving industry standards and Tenant requirements, Global Switch’s competitive position will suffer.

The IT and telecommunications industries are characterised by rapidly changing technology, evolving industry standards and changing Tenant needs. Accordingly, Global Switch’s future success will depend, in part, on its ability to meet the challenge of these changes. Among the most important challenges that Global Switch may face will be the need to continue to develop its strategic and technical expertise, influence and respond to emerging industry standards and other technological changes, enhance its current services and develop new services that meet changing Tenant needs.

All of these challenges must be met in a timely and cost-effective manner. Some of Global Switch’s competitors may have greater financial resources, which would allow them to react better or more quickly to changes than Global Switch may be able to. Global Switch may not effectively meet these challenges as rapidly as its competitors or at all and its failure to do so could harm Global Switch’s business.

Terrorist activity throughout the world could adversely impact Global Switch’s business.

Due to the high volume of important data that passes through data centres, there is a real risk that terrorists seeking to damage financial and technological infrastructure view data centres generally, and those in concentrated areas specifically, as potential targets for terrorists. These factors may increase Global Switch’s costs due to the need to provide enhanced security, which would have a material adverse effect on its business, financial condition and results of operations if it is unable to pass such costs on to its Tenants. These circumstances may also adversely affect the ability of companies, including Global Switch, to raise capital. Global Switch may not have adequate property and liability insurance to cover terrorist attacks on its data centres.

In addition, Global Switch depends heavily on the physical infrastructure (particularly as it relates to power and cooling) that exists in the markets in which it operates. Any damage to such infrastructure may materially and adversely affect Global Switch’s business.

Global Switch may be subject to reputational damage and legal action in connection with the information disseminated by its Tenants.

Global Switch may face potential direct and indirect liability for claims of defamation, negligence, copyright, patent or trademark infringement and other claims, as well as reputational damage, based on the nature and content of the materials disseminated from its data centres, including on the grounds of allegations of the illegality of certain activities carried out by Tenants through their equipment located in Global Switch’s data centres. For example, lawsuits may be brought against Global Switch claiming that content distributed by Tenants may be regulated or banned. Global Switch’s general liability insurance may not cover any such claim or may not be adequate to protect it against all liability that may be imposed. In addition, on a limited number of occasions in the past, businesses, organisations and individuals have sent unsolicited commercial e-mails (spam), which may be viewed as offensive by recipients, from servers hosted at Global Switch’s data centres to a number of people, typically to advertise products or services. Global Switch may in the future receive letters from recipients of information transmitted by its Tenants objecting to spam. There can be no assurance that Tenants will not engage in this practice, which could subject Global Switch to claims for damages, damage its reputation and have an adverse effect on its business. If Global Switch were to be involved in protracted litigation with a Tenant and found liable in respect of any complaint or litigation or subject to a costly settlement, Global Switch’s lettings could decline and restoring the image and reputation of Global Switch could be costly and time consuming.

As a developer of data centres, Global Switch may design and build data centres that have power densities that do not match Tenant demand.

Power capacity is an integral factor in a Tenant’s decision to take space in one of Global Switch’s data centres. However, the design and engineering of power capacity at data centres are finalised prior to a data centre being built and therefore well before it is fully let.

Tenants may request lower power density than buildings are engineered for, resulting in capital inefficiencies due to over specification. Conversely, a low power density designed data centre could result in Global Switch’s inability to meet Tenant demand and hence Global Switch’s rate of growth may be substantially impaired.

Future technological development may disrupt the economics and infrastructure of data centres.

Although Global Switch attempts to account for technological developments in its planning for new developments and its existing data centres, the introduction of new technologies and their impact on data centres cannot be predicted with certainty. Technological developments may have a disruptive impact on Global Switch’s data centres in a variety of ways, including, but not limited to:

 Reduced power requirements with the associated reduction in power utilisation, and the resulting revenues, of Tenants. Potential technological developments include but are not limited to:

- Power proportional computing. Software enhanced utilisation of power consumption to match actual server demand with power supply;

- Low-power servers which will improve IT utilisation rates and reduce cooling requirements;

 Enhanced computing power with associated reduction in physical space and increased power density requirements. Potential technological developments include but are not limited to:

- Silicon photonics. Microchip evolution which allows faster data transmission between and within microchips and increases compute capacity per square foot;

- Flash storage. Improved efficiency and storage capacity of solid state servers could decrease the square footage of fitted space required to accommodate compute power;

 Reduced demand for outsourced, dedicated data centre space given the availability of similarly resilient and secure shared space on the cloud. Potential technological developments include but are not limited to:

- Cloud level resiliency. Software enabled cloud environments for storing data could evolve and reduce the requirement for infrastructure based dedicated data centre storage capacity;

 Increased supply of alternative data centre capacity with the associated impact on demand driven pricing. Potential technological developments include but are not limited to:

- Prefabricated modular data centres. Self-contained, mass manufactured modular data centre halls which reduce the deployment risk and the time to market for new data centre space;

 Applications and management systems designed to optimise the management of new and existing data centres, thereby requiring investment and potential operational disruption for Global Switch to remain competitive. Potential technological developments include but are not limited to:

- Advanced Data Centre Infrastructure Management. Software driven optimisation and automation of operating systems; and/or

 Reduced demand for centrally located data centres given improved ability to achieve synchronous replication over great distances. Potential developments include but are not limited to:

- Improved technologies leading to improved performance in terms of distance limitations. In addition, as networks in outer regions improve connectivity to city centres through fibre rollout, the practical distance for synchronous replication will also increase. If Global Switch is unable to provide for disruptive technologies, it may lose Tenants to its competitors whilst integrating the new technologies will require significant expense and potential operational risk. The introduction of future technological development may have a material adverse effect on Global Switch’s business, revenues and results of operation.

A deterioration in the reputation of the data centre sector in general could have a negative effect on Global Switch’s operating results, financial condition and prospects. Real or perceived quality issues, complaints from customers or regulatory authorities, security breaches, or litigation affecting Global Switch or any of its competitors could damage the reputation of the data centre sector in general and have an adverse effect on Global Switch’s business as Tenants may be encouraged to move data solutions in-house.

United Kingdom exit from the European Union (EU) Following the UK voting in favour of leaving the EU (Brexit) in a referendum held on 23 June 2016, the UK government has notified the EU of Britain’s intention to withdraw from the EU, triggering two years of negotiations that, it is anticipated, will end with Brexit in 2019.

Brexit could have an impact on Global Switch. The extent of the impact would depend in part on the nature of the arrangements that are put in place between the UK and the EU following Brexit and the extent to which the UK continues to apply laws that are based on EU legislation. In addition, the macroeconomic effect of Brexit on Global Switch’s business and that of its customers is unknown. As such, it is not possible to state the impact that Brexit would have on Global Switch. It could also potentially make it more difficult for Global Switch to operate its business in the EU and/or increase the regulatory compliance burden on Global Switch. This could restrict Global Switch’s future prospects and financial condition.

Risks Related to Regulation

Laws and government regulations governing internet-related services, related communication services and information technology and electronic commerce, across the European countries in which Global Switch operates, continue to evolve and, depending on the evolution of such regulations, may adversely affect its business.

Laws and governmental regulations governing internet-related services, related communications services and information technology and electronic commerce continue to evolve. This is true across the various European and Asia Pacific countries in which Global Switch operates. In particular, the laws regarding privacy and those regarding gambling and other activities that certain countries deem illegal or otherwise regulate are continuing to evolve.

Changes in laws or regulations (or the interpretation of such laws or regulations) or national or EU policy affecting Global Switch’s activities and/or those of its Tenants and competitors, including regulation of prices and interconnection arrangements, regulation of access arrangements to types of infrastructure, regulation of privacy requirements through the protection of personal data and regulation of activity considered illegal through rules affecting data centre providers could materially adversely affect Global Switch’s results by decreasing revenue, increasing costs or impairing its ability to offer services.

To the extent that Global Switch or a joint venture in which Global Switch has an interest is required to be licensed to operate in a certain jurisdiction, non-compliance with, failure to obtain, or loss of such licence, could restrict Global Switch’s future prospects and financial condition.

The industry in which Global Switch operates is subject to environmental and health and safety laws and regulations and may be subject to more stringent efficiency, environmental and health and safety laws and regulations in the future.

Global Switch is subject to various environmental and health and safety laws and regulations, including those relating to the generation, storage, handling and disposal of hazardous substances and technological equipment, the maintenance of facilities, the generation and use of electricity and liability for historically contaminated land. Certain of these laws and regulations are capable of imposing liability for the cost of the investigation and remediation of contaminated sites on a strict causal basis, without regard to fault or the care taken in the disposal activity. Compliance with these laws and regulations could impose substantial ongoing compliance costs and operating restrictions on Global Switch.

Global Switch’s data centres contain tanks and other containers for the storage of diesel fuel and significant quantities of lead acid batteries to provide back-up power. Global Switch cannot guarantee that its environmental compliance programme will be able to prevent leaks or spills in these or other technical installations.

In addition, data centres, as consumers of substantial amounts of electricity, are affected by a number of schemes:

 The Climate Change Levy (CCL) is a tax on energy delivered to non-domestic users in the United Kingdom. Its aim is to provide an incentive to increase energy efficiency and to reduce carbon emissions. Data centre operators pay CCL on the energy they consume. Global Switch has in place a CCA (Climate Change Agreement) which currently gives a 90% reduction for qualifying industries on the CCL paid on their eligible energy. However, part of the recent HM Treasury response for ‘Reforming the business energy efficiency tax landscape’ highlighted the next few years’ CCL rates to be charged and the maximum available discount under the CCA scheme. The rates increase in line

with expected RPI until April 2019 at which point, to offset the loss of revenue due to abolition of the CRC scheme, CCL rates per kWh for electricity increase by 45%. To protect existing CCA scheme participants from the impacts of this hike, the maximum discounts for electricity will also increase, at that point, to 93%.

 The European Union Emissions Trading System (EU ETS), also known as the European Union Emissions Trading Scheme. Under the 'cap and trade' principle, a maximum (cap) is set on the total amount of greenhouse gases that can be emitted by all participating installations. 'Allowances' for emissions are then auctioned off or allocated for free, and can subsequently be traded. Installations

must monitor and report their CO2 emissions, ensuring they contribute enough allowances to the authorities to cover their emissions. If emissions exceed what is permitted by its allowances, an installation must purchase allowances from others. Conversely, if an installation has performed well at reducing its emissions, it can sell its leftover credits. This allows the system to find the most cost- effective ways of reducing emissions without significant government intervention. Again, Global Switch’s London and other European sites participate in this Scheme and are therefore at risk of changes to the scheme.

Global Switch’s data centres may also be adversely affected by any future application of additional regulation relating to energy usage, for example seeking to reduce the power consumption of companies and fees or levies in this regard (including the EU Energy End-Use Efficiency and Energy Services Directive (Directive 2006/32/EC)) or the possible introduction of new carbon taxes. It is possible that the resulting legislation will mean that service providers that consume energy, such as Global Switch, may incur increased energy costs, and/ or caps on energy use.

In addition to energy consumption, Global Switch is also subject to environmental legislation under the Industrial Emissions Directive (IED) as it utilises standby generation on its sites in London. This legislation requires standby generation over a certain thermal power input threshold to be permitted and potential implementation of Best Available Technology. The Environment Agency (EA) issues these permits and can establish limits to operation and modifications to improve local air quality, specifically NOx levels and other pollutants from the diesel engines. Again there is a risk that the EA makes more stringent the requirements on the existing London sites.

Non-compliance with, or liabilities under, existing or future environmental or health and safety laws and regulations, including failure to hold requisite permits, or the adoption of more stringent requirements in the future, could result in fines, penalties, third-party claims and other costs that could have a material adverse effect on Global Switch.

Global Switch is required to comply with laws and regulations relating to planning, land use and building standards in the countries that it develops and/or operates its data centres. The introduction of new laws or regulations, or changes to or enforcement of existing ones could have the effect of increasing the expenses of, lowering the income from, or adversely affecting the value of Global Switch’s data centres.

As well as affecting the development of new sites, new laws may be retrospective and affect Global Switch’s existing data centres, for example provisions for the containment and management of asbestos, access for disabled persons, and the measurement and reporting of the energy efficiency of buildings. Changes in the legal framework concerning planning rules may negatively influence the values of Global Switch’s properties or impact the costs of their operation and/or ownership. This may have an adverse impact on its business, financial condition or results of operations.

Global Switch may be adversely affected by any tax dispute or tax audit to which it is subject, changes to tax legislation or its interpretation, and increases in effective tax rates.

Global Switch reports its results of operations based on its determination of the amount of taxes owed in the various jurisdictions in which it operates. Global Switch has transfer pricing arrangements among its Subsidiaries. Transfer pricing regulations generally require that any international transaction involving associated enterprises be on arm’s-length terms. Global Switch considers the transactions among its Subsidiaries to be on arm’s-length terms. The profits of Global Switch are taxed according to national laws in the jurisdictions in which it operates. Global Switch’s tax returns are subject to regular review and examination. If a tax authority in any jurisdiction reviews any of Global Switch’s tax returns and proposes an adjustment, including as a result of a determination that the transfer prices and terms Global Switch has applied are not appropriate, such an adjustment could have a negative impact on Global Switch’s business. Global Switch cannot guarantee that any tax audit or any tax dispute, to which it may be subject in the future, will result in a favourable outcome for Global Switch. There is a risk that any such dispute could result in additional taxes being payable by the Global Switch as well negative publicity and reputational damage. In any such case, additional tax liabilities and ancillary charges could be imposed on Global Switch, which could increase Global Switch’s effective tax rate. An increase in Global Switch’s effective tax rate in future periods could have a material adverse effect on Global Switch’s results of operations and financial condition.

FACTORS WHICH ARE MATERIAL FOR THE PURPOSE OF ASSESSING THE MARKET RISKS ASSOCIATED WITH NOTES ISSUED UNDER THE PROGRAMME

Risks related to the structure of a particular issue of Notes

A range of Notes may be issued under the Programme. A number of these Notes may have features which contain particular risks for potential investors. Set out below is a description of the most common such features, distinguishing between factors which may occur in relation to any Notes and those which might occur in relation to certain types of Exempt Notes:

Risks applicable to all Notes

If the Issuer has the right to redeem any Notes at its option, this may limit the market value of the Notes concerned and an investor may not be able to reinvest the redemption proceeds in a manner which achieves a similar effective return.

An optional redemption feature is likely to limit the market value of Notes. During any period when the Issuer may elect to redeem Notes, the market value of those Notes generally will not rise substantially above the price at which they can be redeemed. This also may be true prior to any redemption period.

The Issuer may be expected to redeem Notes when its cost of borrowing is lower than the interest rate on the Notes. At those times, an investor generally would not be able to reinvest the redemption proceeds at an effective interest rate as high as the interest rate on the Notes being redeemed and may only be able to do so at a significantly lower rate. Potential investors should consider reinvestment risk in light of other investments available at that time.

If the Issuer has the right to convert the interest rate on any Notes from a fixed rate to a floating rate, or vice versa, this may affect the secondary market and the market value of the Notes concerned.

Fixed/Floating Rate Notes are Notes which may bear interest at a rate that converts from a fixed rate to a floating rate, or from a floating rate to a fixed rate. Where the Issuer has the right to effect such a conversion, this will affect the secondary market in, and the market value of, the Notes since the Issuer may be expected to convert the rate when it is likely to result in a lower overall cost of borrowing for the Issuer. If the Issuer converts from a fixed rate to a floating rate in such circumstances, the spread on the Fixed/Floating Rate Notes may be less favourable than then prevailing spreads on comparable Floating Rate Notes tied to the same reference rate. In addition, the new floating rate at any time may be lower than the

rates on other Notes. If the Issuer converts from a floating rate to a fixed rate in such circumstances, the fixed rate may be lower than then prevailing market rates.

Notes which are issued at a substantial discount or premium may experience price volatility in response to changes in market interest rates.

The market values of securities issued at a substantial discount (such as Zero Coupon Notes) or premium to their principal amount tend to fluctuate more in relation to general changes in interest rates than do prices for more conventional interest-bearing securities. Generally, the longer the remaining term of such securities, the greater the price volatility as compared to more conventional interest-bearing securities with comparable maturities.

Risks applicable to certain types of Exempt Notes

Notes which are issued with variable interest rates or which are structured to include a multiplier or other leverage factor are likely to have more volatile market values than more standard securities.

Notes with variable interest rates can be volatile investments. If they are structured to include multipliers or other leverage factors, or caps or floors, or any combination of those features or other similar related features, their market values may be even more volatile than those for securities that do not include those features.

Inverse Floating Rate Notes will have more volatile market values than conventional Floating Rate Notes.

Inverse Floating Rate Notes have an interest rate equal to a fixed rate minus a rate based upon a reference rate such as LIBOR. The market values of those Notes typically are more volatile than market values of other conventional floating rate debt securities based on the same reference rate (and with otherwise comparable terms). Inverse Floating Rate Notes are more volatile because an increase in the reference rate not only decreases the interest rate of the Notes, but may also reflect an increase in prevailing interest rates, which further adversely affects the market value of these Notes.

Risks related to Notes generally

Set out below is a description of material risks relating to the Notes generally:

Limitations on the Guarantee

The Original Guarantors have, unconditionally and irrevocably, jointly and severally guaranteed payments in respect of the Notes. However, certain of the Original Guarantors, and consequently their guarantee obligations, are subject to limitations applicable under the laws of their respective jurisdictions of incorporation as further reflected in the Trust Deed (the Guarantee Limitations) and the section of this Base Prospectus entitled “Description of the Notes Guarantee”. In the event that a claim is made under the Notes Guarantee against any Guarantor, such Guarantee Limitations may limit (in whole or in part) the amount that may be claimed from such Guarantor. In the event that the other Guarantors have insufficient assets to meet their obligations under the Guarantee or claims against the other Guarantors are similarly limited, such Guarantee Limitations may adversely affect the amount that an investor may recover under the Notes Guarantee.

Each Guarantor may be released.

In accordance with the Conditions and the Trust Deed, each Guarantor may be released and cease to be a Guarantor if such Guarantor is no longer providing a Guarantee (as defined in Condition 3.5) in respect of any other Financial Indebtedness (as defined in Condition 3.5) of the Issuer. Upon the Trustee's receipt of notice containing certain certifications, such Guarantor shall automatically and irrevocably be released and

relieved of any obligation under the Notes Guarantee. (See "Terms and Conditions—Release of a Guarantor".)

The conditions of the Notes contain provisions which may permit their modification without the consent of all investors and confer significant discretions on the Trustee which may be exercised without the consent of the Noteholders and without regard to the individual interests of particular Noteholders.

The conditions of the Notes contain provisions for calling meetings of Noteholders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all Noteholders including Noteholders who did not attend and vote at the relevant meeting and Noteholders who voted in a manner contrary to the majority.

The conditions of the Notes also provide that the Trustee may, without the consent of Noteholders and without regard to the interests of particular Noteholders, agree to: (i) any modification of, or to the waiver or authorisation of any breach or proposed breach of, any of the provisions of the Notes; or (ii) determine without the consent of the Noteholders that any Event of Default or potential Event of Default shall not be treated as such; or (iii) the substitution of a Guarantor or any other Subsidiary of the Issuer as principal debtor under any Notes in place of the Issuer, in the circumstances described in Condition 14.

The value of the Notes could be adversely affected by a change in English law or administrative practice.

The conditions of the Notes are based on English law in effect as at the date of this Base Prospectus. No assurance can be given as to the impact of any possible judicial decision or change to English law or administrative practice after the date of this Base Prospectus and any such change could materially adversely impact the value of any Notes affected by it.

Investors who hold less than the minimum Specified Denomination may be unable to sell their Notes and may be adversely affected if definitive Notes are subsequently required to be issued.

In relation to any issue of Notes which have denominations consisting of a minimum Specified Denomination plus one or more higher integral multiples of another smaller amount, it is possible that such Notes may be traded in amounts in excess of the minimum Specified Denomination that are not integral multiples of such minimum Specified Denomination. In such a case a holder who, as a result of trading such amounts, holds an amount which is less than the minimum Specified Denomination in his account with the relevant clearing system would not be able to sell the remainder of such holding without first purchasing a principal amount of Notes at or in excess of the minimum Specified Denomination such that its holding amounts to a Specified Denomination. Further, a holder who, as a result of trading such amounts, holds an amount which is less than the minimum Specified Denomination in his account with the relevant clearing system at the relevant time may not receive a definitive Note in respect of such holding (should definitive Notes be printed) and would need to purchase a principal amount of Notes at or in excess of the minimum Specified Denomination such that its holding amounts to a Specified Denomination.

If such Notes in definitive form are issued, holders should be aware that definitive Notes which have a denomination that is not an integral multiple of the minimum Specified Denomination may be illiquid and difficult to trade.

There are no separate single company financial statements available in respect of the Original Guarantors

This Base Prospectus incorporates by reference the audited consolidated financial statements of the Issuer as at and for each of the financial years ended 31 December 2015 and 31 December 2016, but does not contain separate single company accounts in respect of any of the Original Guarantors as at those dates or for those periods. The Issuer has accordingly made an omission request to, and received approval thereof from, the Central Bank of Ireland in respect of the requirement contained in the Prospectus Regulation to present in a

prospectus single company accounts with respect to each Original Guarantor on the basis that such information is only of “minor importance for a specific offer to the public or admission to trading on a regulated market and unlikely to influence an informed assessment of the financial position and prospects of the issuer, offeror or guarantor, if any”. Noteholders should therefore be aware that whilst the financial information relating to the Original Guarantors is consolidated within the consolidated financial statements of the Issuer incorporated by reference into this Base Prospectus, no separate single company financial statements are available with respect to any of the Original Guarantors. Noteholders should also refer to “Description of the Original Guarantors – Organisational Structure” for a description of the contribution to the Group’s EBITDA and net assets as at and during the two financial years ended 31 December 2015 and 31 December 2016 made by subsidiaries of the Issuer who are not Original Guarantors.

Risks related to the market generally

Set out below is a description of material market risks, including liquidity risk, exchange rate risk, interest rate risk and credit risk:

An active secondary market in respect of the Notes may never be established or may be illiquid and this would adversely affect the value at which an investor could sell his Notes

Notes may have no established trading market when issued, and one may never develop. If a market for the Notes does develop, it may not be very liquid. Therefore, investors may not be able to sell their Notes easily or at prices that will provide them with a yield comparable to similar investments that have a developed secondary market. This is particularly the case for Notes that are especially sensitive to interest rate, currency or market risks, are designed for specific investment objectives or strategies or have been structured to meet the investment requirements of limited categories of investors. These types of Notes generally would have a more limited secondary market and more price volatility than conventional debt securities.

If an investor holds Notes which are not denominated in the investor's home currency, he will be exposed to movements in exchange rates adversely affecting the value of his holding. In addition, the imposition of exchange controls in relation to any Notes could result in an investor not receiving payments on those Notes.

The Issuer will pay principal and interest on the Notes and each Guarantor will make any payments under the Notes Guarantee in the Specified Currency. This presents certain risks relating to currency conversions if an investor's financial activities are denominated principally in a currency or currency unit (the Investor's Currency) other than the Specified Currency. These include the risk that exchange rates may significantly change (including changes due to devaluation of the Specified Currency or revaluation of the Investor's Currency) and the risk that authorities with jurisdiction over the Investor's Currency may impose or modify exchange controls. An appreciation in the value of the Investor's Currency relative to the Specified Currency would decrease: (i) the Investor's Currency-equivalent yield on the Notes; (ii) the Investor's Currency-equivalent value of the principal payable on the Notes; and (iii) the Investor's Currency-equivalent market value of the Notes.

Government and monetary authorities may impose (as some have done in the past) exchange controls that could adversely affect an applicable exchange rate or the ability of the Issuer or the Guarantors to make payments in respect of the Notes. As a result, investors may receive less interest or principal than expected, or no interest or principal.

The value of Fixed Rate Notes may be adversely affected by movements in market interest rates.

Investment in Fixed Rate Notes involves the risk that if market interest rates subsequently increase above the rate paid on the Fixed Rate Notes, this will adversely affect the value of the Fixed Rate Notes.

Credit ratings assigned to the Issuer or any Notes may not reflect all the risks associated with an investment in those Notes.

One or more independent credit rating agencies may assign credit ratings to the Issuer or the Notes. The ratings may not reflect the potential impact of all risks related to structure, market, additional factors discussed above, and other factors that may affect the value of the Notes. A credit rating is not a recommendation to buy, sell or hold securities and may be revised, suspended or withdrawn by the rating agency at any time.

In general, European regulated investors are restricted under the CRA Regulation from using credit ratings for regulatory purposes, unless such ratings are issued by a credit rating agency established in the EU and registered under the CRA Regulation (and such registration has not been withdrawn or suspended, subject to transitional provisions that apply in certain circumstances. Such general restriction will also apply in the case of credit ratings issued by non-EU credit rating agencies, unless the relevant credit ratings are endorsed by an EU-registered credit rating agency or the relevant non-EU rating agency is certified in accordance with the CRA Regulation (and such endorsement action or certification, as the case may be, has not been withdrawn or suspended, subject to transitional provisions that apply in certain circumstances). The list of registered and certified rating agencies published by the European Securities and Markets Authority (ESMA) on its website in accordance with the CRA Regulation is not conclusive evidence of the status of the relevant rating agency included in such list, as there may be delays between certain supervisory measures being taken against a relevant rating agency and the publication of the updated ESMA list. Certain information with respect to the credit rating agencies and ratings is set out on the cover of this Base Prospectus.

DOCUMENTS INCORPORATED BY REFERENCE

The following documents which have previously been published, and have been filed with the Central Bank of Ireland, shall be incorporated in, and form part of, this Base Prospectus:

(a) the auditors' report and audited consolidated annual financial statements of the Issuer for the financial years ended 31 December 2015 and 31 December 2016 (contained on pages 8 to 45 of the Issuer’s Annual Report for 2016) which can be viewed online at:

http://www.globalswitch.com/media/1438/global-switch-holdings-limited-annual-report-and- financial-statements-for-the-year-ended-31-december-2016.pdf ;

(b) the Terms and Conditions of the Notes set out on pages 49 to 78 of the Base Prospectus dated 3 December 2013 which can be viewed online at:

http://www.ise.ie/debt_documents/Base%20Prospectus_704e5d21-8356-478f-8be6- e55fb043601b.PDF.

Following the publication of this Base Prospectus a supplement may be prepared by the Issuer and approved by the Central Bank of Ireland in accordance with Article 16 of the Prospectus Directive. Statements contained in any such supplement (or contained in any document incorporated by reference therein) shall, to the extent applicable (whether expressly, by implication or otherwise), be deemed to modify or supersede statements contained in this Base Prospectus or in a document which is incorporated by reference in this Base Prospectus. Any statement so modified or superseded shall not, except as so modified or superseded, constitute a part of this Base Prospectus.

Copies of documents incorporated by reference in this Base Prospectus can be obtained from the registered office of the Issuer or on the websites specified above.

Any documents themselves incorporated by references in the documents incorporated by reference in this Base Prospectus shall not form part of this Base Prospectus.

Any information set out in the non-incorporated parts of the documents incorporated by reference is not relevant for investors in the Notes. The Issuer will, in the event of any significant new factor, material mistake or inaccuracy relating to information included in this Base Prospectus which is capable of affecting the assessment of any Notes, prepare a supplement to this Base Prospectus or publish a new Base Prospectus for use in connection with any subsequent issue of Notes.

FORM OF THE NOTES

Each Tranche of Notes will be in bearer form and will initially be issued in the form of a temporary global note (a Temporary Global Note) or, if so specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement, a permanent global note (a Permanent Global Note and together with a Temporary Global Note, each a Global Note) which, in either case, will:

(i) if the Global Notes are intended to be issued in new global note (NGN) form, as stated in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement, be delivered on or prior to the original issue date of the Tranche to a common safekeeper (the Common Safekeeper) for Euroclear Bank SA/NV (Euroclear) and Clearstream Banking S.A. (Clearstream, Luxembourg); and

(ii) if the Global Notes are not intended to be issued in NGN Form, be delivered on or prior to the original issue date of the Tranche to a common depositary (the Common Depositary) for Euroclear and Clearstream, Luxembourg.

Where the Global Notes issued in respect of any Tranche are in NGN form, the applicable Final Terms or, as the case may be, the applicable Pricing Supplement will also indicate whether such Global Notes are intended to be held in a manner which would allow Eurosystem eligibility. Any indication that the Global Notes are to be so held does not necessarily mean that the Notes of the relevant Tranche will be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue or at any times during their life as such recognition depends upon satisfaction of the Eurosystem eligibility criteria. The Common Safekeeper for NGNs will either be Euroclear or Clearstream, Luxembourg or another entity approved by Euroclear and Clearstream, Luxembourg.

Whilst any Note is represented by a Temporary Global Note, payments of principal, interest (if any) and any other amount payable in respect of the Notes due prior to the Exchange Date (as defined below) will be made (against presentation of the Temporary Global Note if the Temporary Global Note is not intended to be issued in NGN form) only to the extent that certification (in a form to be provided) to the effect that the beneficial owners of interests in the Temporary Global Note are not U.S. persons or persons who have purchased for resale to any U.S. person, as required by U.S. Treasury regulations, has been received by Euroclear and/or Clearstream, Luxembourg and Euroclear and/or Clearstream, Luxembourg, as applicable, has given a like certification (based on the certifications it has received) to the Agent.

On and after the date (the Exchange Date) which is 40 days after a Temporary Global Note is issued, interests in such Temporary Global Note will be exchangeable (free of charge) upon a request as described therein either for (a) interests in a Permanent Global Note of the same Series or (b) definitive Notes of the same Series with, where applicable, interest coupons and talons attached (as indicated in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement and subject, in the case of definitive Notes, to such notice period as is specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement), in each case against certification of beneficial ownership as described above unless such certification has already been given. The holder of a Temporary Global Note will not be entitled to collect any payment of interest, principal or other amount due on or after the Exchange Date unless, upon due certification, exchange of the Temporary Global Note for an interest in a Permanent Global Note or for definitive Notes is improperly withheld or refused.

Payments of principal, interest (if any) or any other amounts on a Permanent Global Note will be made through Euroclear and/or Clearstream, Luxembourg (against presentation or surrender (as the case may be) of the Permanent Global Note if the Permanent Global Note is not intended to be issued in NGN form) without any requirement for certification.

The applicable Final Terms or, as the case may be, the applicable Pricing Supplement will specify that a Permanent Global Note will be exchangeable (free of charge), in whole but not in part, for definitive Notes with, where applicable, interest coupons and talons attached upon either (a) not less than 60 days' written notice from Euroclear and/or Clearstream, Luxembourg (acting on the instructions of any holder of an interest in such Permanent Global Note) to the Agent as described therein or (b) only upon the occurrence of an Exchange Event. For these purposes, Exchange Event means that (i) an Event of Default (as defined in Condition 9) has occurred and is continuing, or (ii) the Issuer has been notified that both Euroclear and Clearstream, Luxembourg have been closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or have announced an intention permanently to cease business or have in fact done so and no successor clearing system satisfactory to the Trustee is available. The Issuer will promptly give notice to Noteholders in accordance with Condition 13 if an Exchange Event occurs. In the event of the occurrence of an Exchange Event, Euroclear and/or Clearstream, Luxembourg (acting on the instructions of any holder of an interest in such Permanent Global Note) or the Trustee may give notice to the Agent requesting exchange. Any such exchange shall occur not later than 45 days after the date of receipt of the first relevant notice by the Agent.

The following legend will appear on all Notes (other than Temporary Global Notes) and interest coupons relating to such Notes where TEFRA D is specified in the applicable Final Terms or Pricing Supplement, as the case may be:

"ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE."

The sections referred to provide that United States holders, with certain exceptions, will not be entitled to deduct any loss on Notes or interest coupons and will not be entitled to capital gains treatment in respect of any gain on any sale, disposition, redemption or payment of principal in respect of such Notes or interest coupons.

Notes which are represented by a Global Note will only be transferable in accordance with the rules and procedures for the time being of Euroclear or Clearstream, Luxembourg, as the case may be.

Pursuant to the Agency Agreement (as defined under "Terms and Conditions of the Notes"), the Agent shall arrange that, where a further Tranche of Notes is issued which is intended to form a single Series with an existing Tranche of Notes at a point after the Issue Date of the further Tranche, the Notes of such further Tranche shall be assigned a common code and ISIN which are different from the common code and ISIN assigned to Notes of any other Tranche of the same Series until such time as the Tranches are consolidated and form a single Series, which shall not be prior to the expiry of the distribution compliance period (as defined in Regulation S under the Securities Act) applicable to the Notes of such Tranche.

Any reference herein to Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement.

No Noteholder or Couponholder shall be entitled to proceed directly against the Issuer or any Guarantor unless the Trustee, having become bound so to proceed, fails so to do within a reasonable period and the failure shall be continuing.

APPLICABLE FINAL TERMS

Set out below is the form of Final Terms which will be completed for each Tranche of Notes which are not Exempt Notes and which have a denomination of €100,000 (or its equivalent in any other currency) or more issued under the Programme.

[PROHIBITION OF SALES TO EEA RETAIL INVESTORS – The Notes[, from 1 January 2018,]1 are not intended to be offered, sold or otherwise made available to and[, with effect from such date,]1 should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (EEA). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (MiFID II); (ii) a customer within the meaning of Directive 2002/92/EC (IMD), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Directive 2003/71/EC (as amended, the Prospectus Directive). Consequently no key information document required by Regulation (EU) No 1286/2014 (the PRIIPs Regulation) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.]2

[Date]

GLOBAL SWITCH HOLDINGS LIMITED

Issue of [Aggregate Nominal Amount of Tranche] [Title of Notes] Guaranteed by certain subsidiaries of Global Switch Holdings Limited under the €3,000,000,000 Euro Medium Term Note Programme

PART A – CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 16 May 2017 [and the supplement[s] to it dated [date] [and [date]] which [together] constitute[s] a base prospectus for the purposes of the Prospectus Directive (the Base Prospectus). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus. Full information on the Issuer, the Original Guarantors (as defined below) and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus [and the supplement[s]] [has] [have] been published on the website of the Irish Stock Exchange at www.ise.ie and copies may be obtained during normal business hours, free of charge, from the registered office of the Issuer at O’Neal Marketing Associates Building, 2nd Floor, Wickham’s Cay II, Road Town, Tortola, British Virgin Islands and from the specified office of the Agent at One Canada Square, London E14 4BB.

[The following alternative language applies if the first tranche of an issue which is being increased was issued under a Base Prospectus with an earlier date.]

[Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the Conditions) set forth in the Base Prospectus dated [original date], which Conditions are incorporated by reference in the Base Prospectus dated 16 May 2017. This document constitutes the Final Terms of the Notes described herein for the purposes of the Prospectus Directive and must be read in conjunction with the Base

1 This date reference should not be included in Final Terms for offers concluded on or after 1 January 2018. 2 Legend to be included on front of the Final Terms (i) for offers concluded on or after 1 January 2018 if the Notes potentially constitute “packaged” products or the issuer wishes to prohibit offers to EEA retail investors for any other reason, in which case the selling restriction should be specified to be “Applicable” (ii) for offers concluded before 1 January 2018 at the option of the parties.

Prospectus dated 16 May 2017 [and the supplement[s] to it dated [ ] [and [ ]] (the Base Prospectus) which [together] constitute[s] a base prospectus for the purposes of the Prospectus Directive, including the Conditions incorporated by reference in the Base Prospectus. Full information on the Issuer, the Original Guarantors (as defined below) and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus has been published on the website of the Irish Stock Exchange at www.ise.ie]

[Include whichever of the following apply or specify as "Not Applicable". Note that the numbering should remain as set out below, even if "Not Applicable" is indicated for individual paragraphs or subparagraphs. Italics denote directions for completing the Final Terms.]

[If the Notes have a maturity of less than one year from the date of their issue, the minimum denomination may need to be £100,000 or its equivalent in any other currency.]

1. (a) Issuer: Global Switch Holdings Limited

(b) Original Guarantors: Brookset 20 Limited Global Switch Coöperatief U.A. ICT Centre Holding B.V. ICT Centre France B.V. Global Switch PropertyHolding B.V. Global Switch Amsterdam B.V. Global Switch Amsterdam Property B.V. Global Switch Australia Holdings Pty Limited Global Switch Property (Australia) Pty Limited Global Switch Australia Pty Limited Global Switch Property Pty Limited Global Switch Singapore Holdings Pte Limited Global Switch (Property) Singapore Pte Limited Global Switch (France) Holding SAS Global Switch (Paris) SAS Global Switch Limited Global Switch Estates 1 Limited Global Switch Estates 2 Limited Global Switch Group Limited Global Switch Hong Kong Limited

2. (a) Series Number: [ ]

(b) Tranche Number: [ ]

(c) Date on which the Notes will be The Notes will be consolidated and form a single Series consolidated and form a single with [identify earlier Tranches] on [the Issue Date/the Series: date that is 40 days after the Issue Date/exchange of the Temporary Global Note for interests in the Permanent Global Note, as referred to in paragraph 24 below, which is expected to occur on or about [date]][Not Applicable]

3. Specified Currency or Currencies: [ ]

4. Aggregate Nominal Amount:

(a) Series: [ ]

(b) Tranche: [ ]

5. Issue Price: [ ] per cent. of the Aggregate Nominal Amount [plus accrued interest from [insert date] (if applicable)]

6. (a) Specified Denominations: [ ]

(N.B. Notes must have a minimum denomination of €100,000 (or equivalent))

(Note – where multiple denominations above [€100,000] or equivalent are being used the following sample wording should be followed:

"[€100,000] and integral multiples of [€1,000] in excess thereof up to and including [€199,000]. No Notes in definitive form will be issued with a denomination above [€199,000]."))

(b) Calculation Amount (in relation [ ] to calculation of interest on (If only one Specified Denomination, insert the Specified Notes in global form see Denomination. If more than one Specified Conditions): Denomination, insert the highest common factor. Note: There must be a common factor in the case of two or more Specified Denominations.)

7. (a) Issue Date: [ ]

(b) Interest Commencement Date: [specify/Issue Date/Not Applicable] (N.B. An Interest Commencement Date will not be relevant for certain Notes, for example Zero Coupon Notes.)

8. Maturity Date: [Fixed rate - specify date/Floating rate - Interest Payment Date falling in or nearest to [specify month and year]]

9. Interest Basis: [[ ] per cent. Fixed Rate] [[[ ] month [LIBOR/EURIBOR]] +/- [ ] per cent. Floating Rate] [Zero coupon] (see paragraph [14]/[15]/[16] below)

10. Redemption basis: Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at 100 per cent./[ ] per cent. of their nominal amount

11. Change of Interest Basis: [Specify the date when any fixed to floating rate change occurs or cross refer to paragraphs 14 and 15 below and identify there][Not Applicable]

12. Put/Call Options: [Investor Put] Change of Control Put [Make-whole Redemption by Issuer] [Issuer Call]

[(see paragraph [18]/[19]/[20]/[21] below)]

13. (a) Status of the Notes: Senior

(b) Status of the Notes Guarantee: Senior

(c) [Date [Board] approval for [ ] [and [ ], respectively]] issuance of Notes [and Notes (N.B. Only relevant where Board (or similar) Guarantee] obtained: authorisation is required for the particular tranche of Notes or related Notes Guarantee)

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

14. Fixed Rate Note Provisions [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph)

(a) Rate(s) of Interest: [ ] per cent. per annum payable in arrear on each Interest Payment Date

(b) Interest Payment Date(s): [ ] in each year up to and including the Maturity Date (Amend appropriately in the case of irregular coupons)

(c) Fixed Coupon Amount(s) for [ ] per Calculation Amount Notes in definitive form (and in relation to Notes in global form see Conditions):

(d) Broken Amount(s) for Notes in [[ ] per Calculation Amount, payable on the Interest definitive form (and in relation Payment Date falling [in/on] [ ]][Not Applicable] to Notes in global form see Conditions):

(e) Day Count Fraction: [30/360] [Actual/Actual (ICMA)]

(f) [Determination Date(s): [[ ] in each year][Not Applicable] (Only relevant where Day Count Fraction is Actual/Actual (ICMA). In such a case, insert regular interest payment dates, ignoring issue date or maturity date in the case of a long or short first or last coupon)

15. Floating Rate Note Provisions [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph)

(a) Specified Period(s)/Specified [ ] [, subject to adjustment in accordance with the Interest Payment Dates: Business Day Convention set out in (b) below/, not subject to any adjustment, as the Business Day

Convention in (b) below is specified to be Not Applicable]

(b) Business Day Convention: [Floating Rate Convention/Following Business Day Convention/Modified Following Business Day Convention/ Preceding Business Day Convention][Not Applicable]

(d) Manner in which the Rate of [Screen Rate Determination/ISDA Determination] Interest and Interest Amount is to be determined:

(e) Party responsible for calculating [ ]/[Not Applicable] the Rate of Interest and Interest Amount (if not the Agent):

(f) Screen Rate Determination:

 Reference Rate: [ ] month [LIBOR/EURIBOR]

 Interest Determination [ ] Date(s): (Second London business day prior to the start of each Interest Period if LIBOR (other than Sterling or euro LIBOR), first day of each Interest Period if Sterling LIBOR and the second day on which the TARGET2 System is open prior to the start of each Interest Period if EURIBOR or euro LIBOR)

 Relevant Screen Page: [ ] (In the case of EURIBOR, if not Reuters EURIBOR01 ensure it is a page which shows a composite rate or amend the fallback provisions appropriately)

(g) ISDA Determination:

 Floating Rate Option: [ ]

 Designated Maturity: [ ]

 Reset Date: [ ] (In the case of a LIBOR or EURIBOR based option, the first day of the Interest Period)

(h) Margin(s): [+/-] [ ] per cent. per annum

(i) Linear Interpolation: [Not Applicable / Applicable – the Rate of Interest for the [long/short][first/last] Interest Period shall be calculated using Linear Interpolation]

(j) Minimum Rate of Interest: [ ] per cent. per annum

(k) Maximum Rate of Interest: [ ] per cent. per annum

(l) Day Count Fraction: [Actual/Actual (ISDA)][Actual/Actual] [Actual/365 (Fixed)] [Actual/365 (Sterling)] [Actual/360] [30/360][360/360][Bond Basis] [30E/360][Eurobond Basis] [30E/360 (ISDA)]

16. Zero Coupon Note Provisions [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph)

(a) Accrual Yield: [ ] per cent. per annum

(b) Reference Price: [ ]

PROVISIONS RELATING TO REDEMPTION

17. Notice periods for Condition 6.2: Minimum period: [ ] days Maximum period: [ ] days

18. Make-whole Redemption by the Issuer: [Applicable/Not Applicable] (If not applicable, delete remaining subparagraphs of this paragraph)

(a) Make-whole Redemption [ ] Date(s):

(b) Make-whole Redemption [[ ] basis points/Not Applicable] Margin:

(d) Quotation Time: [[5.00 p.m. [Brussels/London/[ ]]] time/Not Applicable]

(e) Reference Rate Determination The [ ] Business Day preceding the relevant Make- Date: whole Redemption Date

(f) If redeemable in part:

(i) Minimum Redemption [ ] Amount:

(ii) Maximum Redemption [ ] Amount:

(g) Notice Periods: Minimum period: [ ] days

Maximum period: [ ] days (N.B. When setting notice periods, the Issuer is advised to consider the practicalities of distribution of information through intermediaries, for example, clearing systems (which require a minimum of 5 clearing system business days’ notice for a call) and custodians, as well as any other notice requirements which may apply, for example, as between the Issuer and the Agent or Trustee)

19. Issuer Call: [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph)

(a) Optional Redemption Date(s): [ ]

(b) Optional Redemption Amount: [ ] per Calculation Amount

(i) Minimum Redemption [ ] Amount:

(ii) Maximum Redemption [ ] Amount:

(d) Notice periods: Minimum period: [ ] days Maximum period: [ ] days (N.B. When setting notice periods, the Issuer is advised to consider the practicalities of distribution of information through intermediaries, for example, clearing systems (which require a minimum of 5 clearing system business days' notice for a call) and custodians, as well as any other notice requirements which may apply, for example, as between the Issuer and the Agent or Trustee)

20. Investor Put: [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph)

(a) Optional Redemption Date(s): [ ]

(b) Optional Redemption Amount: [ ] per Calculation Amount (NB: If the Optional Redemption Amount is other than a specified amount per Calculation Amount, the Notes will need to be Exempt Notes)

clearing system business days' notice for a put) and custodians, as well as any other notice requirements which may apply, for example, as between the Issuer and the Agent or Trustee)

21. Change of Control Redemption Amount: [ ] per Calculation Amount

22. Final Redemption Amount: [ ] per Calculation Amount

23. Early Redemption Amount payable on [ ] per Calculation Amount redemption for taxation reasons or on event of default:

GENERAL PROVISIONS APPLICABLE TO THE NOTES

24. Form of Notes:

(a) Form: [Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes [on 60 days' notice given at any time/only upon an Exchange Event]] [Temporary Global Note exchangeable for Definitive Notes on and after the Exchange Date] [Permanent Global Note exchangeable for Definitive Notes on 60 days' notice given at any time/only upon an Exchange Event]

(N.B. The exchange upon notice/at any time options should not be expressed to be applicable if the Specified Denomination of the Notes in paragraph 6 includes language substantially to the following effect: "[€100,000] and integral multiples of [€1,000] in excess thereof up to and including [€199,000]." Furthermore, such Specified Denomination construction is not permitted in relation to any issue of Notes which is to be represented on issue by a Temporary Global Note exchangeable for Definitive Notes.)

(b) New Global Note: [Yes][No]

25. Additional Financial Centre(s): [Not Applicable/give details] (Note that this paragraph relates to the place of payment and not Interest Period end dates to which sub-paragraphs 15(c) relates)

26. Talons for future Coupons to be attached [Yes, as the Notes have more than 27 coupon payments, to Definitive Notes: Talons may be required if, on exchange into definitive form, more than 27 coupon payments are still to be made/No]

Signed on behalf of Global Switch Holdings Signed on behalf of Brookset 20 Limited: Limited:

By: ...... By: ......

Duly authorised Duly authorised

Signed on behalf of Global Switch Coöperatief Signed on behalf of ICT Centre Holding B.V.: U.A.:

By: ...... By: ......

Duly authorised Duly authorised

Signed on behalf of ICT Centre France B.V.: Signed on behalf of Global Switch PropertyHolding B.V.:

By: ...... By: ......

Duly authorised Duly authorised

Signed on behalf of Global Switch Amsterdam Signed on behalf of Global Switch Amsterdam Property B.V.: B.V.:

By: ...... By: ......

Duly authorised Duly authorised

Signed on behalf of Global Switch Australia Signed on behalf of Global Switch Property (Australia) Holdings Pty Limited: Pty Limited:

By: ...... By: ......

Duly authorised Duly authorised

Signed on behalf of Global Switch Australia Pty Signed on behalf of Global Switch Property Pty Limited: Limited:

By: ...... By: ......

Duly authorised Duly authorised

Signed on behalf of Global Switch Singapore Signed on behalf of Global Switch (Property) Singapore Holdings Pte Limited: Pte Limited:

By: ...... By: ......

Duly authorised Duly authorised

Signed on behalf of Global Switch (France) Signed on behalf of Global Switch (Paris) SAS: Holding SAS:

By: ...... By: ......

Duly authorised Duly authorised

Signed on behalf of Global Switch Estates 1 Signed on behalf of Global Switch Limited: Limited:

By: ...... By: ......

Duly authorised Duly authorised

Signed on behalf of Global Switch Estates 2 Signed on behalf of Global Switch Group Limited: Limited:

By: ...... By: ......

Duly authorised Duly authorised

Signed on behalf of Global Switch Hong Kong Limited:

By: ......

Duly authorised

PART B – OTHER INFORMATION

1. LISTING AND ADMISSION TO TRADING

(i) Listing and Admission to trading Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to the Official List of the Irish Stock Exchange and to trading on the Main Securities Market of the Irish Stock Exchange with effect from [ ].

(ii) Estimate of total expenses [ ] related to admission to trading:

2. RATINGS

Ratings: [The Notes to be issued [[have been]/[are expected to be]] rated]/[The Notes to be issued will not be rated]/[The following ratings reflect ratings assigned to Notes of this type issued under the Programme generally]:

[insert details]] by [insert the legal name of the relevant credit rating agency entity(ies) and associated defined terms].

Each of [defined terms] is established in the European Union and is registered under Regulation (EC) No. 1060/2009 (as amended) (the CRA Regulation).

(The above disclosure should reflect the rating allocated to Notes of the type being issued under the Programme generally or, where the issue has been specifically rated, that rating.)

3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

[Save for any fees payable to the Managers/Dealers, so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer. The [Managers/Dealers] and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and the Original Guarantors and their affiliates in the ordinary course of business - Amend as appropriate if there are other interests]

4. YIELD (Fixed Rate Notes only)

Indication of yield: [ ]

The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.

5. HISTORIC INTEREST RATES (Floating Rate Notes only)

Details of historic [LIBOR/EURIBOR] rates can be obtained from [Reuters].

6. OPERATIONAL INFORMATION

(i) ISIN Code: [ ]

(ii) Common Code: [ ]

(iii) Any clearing system(s) other [Not Applicable/give name(s) and number(s)] than Euroclear Bank SA/NV and Clearstream Banking S.A. and the relevant identification number(s):

(iv) Delivery: Delivery [against/free of] payment

(v) Names and addresses of [ ] additional Paying Agent(s) (if any):

[(vi) Intended to be held in a manner [Yes. Note that the designation "yes" simply means that which would allow Eurosystem the Notes are intended upon issue to be deposited with eligibility: one of the ICSDs as common safekeeper and does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met.]/

[No. Whilst the designation is specified as "no" at the date of these Final Terms, should the Eurosystem eligibility criteria be amended in the future such that the Notes are capable of meeting them the Notes may then be deposited with one of the ICSDs as common safekeeper. Note that this does not necessarily mean that the Notes will then be recognised as eligible collateral for Eurosystem monetary policy and intra day credit operations by the Eurosystem at any time during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met.]]

7. DISTRIBUTION (i) Method of distribution: [Syndicated/Non-syndicated] (ii) If syndicated, names of [Not Applicable/give names] Managers: (iii) Stabilisation Manager(s) (if any): [Not Applicable/give name] (iv) If non-syndicated, name of [Not Applicable/give name] relevant Dealer:

(v) U.S. Selling Restrictions: [Reg. S Compliance Category 2; TEFRA D/TEFRA C/TEFRA not applicable]] (vi) Prohibition of Sales to EEA [Applicable/Not Applicable] Retail Investors: (If the offer of the Notes is concluded prior to 1 January 2018, or on and after that date the Notes clearly do not constitute “packaged” products, “Not Applicable” should be specified. If the offer of the Notes will be concluded on or after 1 January 2018 and the Notes may constitute “packaged” products, “Applicable” should be specified.)

APPLICABLE PRICING SUPPLEMENT

EXEMPT NOTES OF ANY DENOMINATION

Set out below is the form of Pricing Supplement which will be completed for each Tranche of Exempt Notes, whatever the denomination of those Notes, issued under the Programme.

NO PROSPECTUS IS REQUIRED IN ACCORDANCE WITH DIRECTIVE 2003/71/EC (AS AMENDED) FOR THE ISSUE OF NOTES DESCRIBED BELOW.

[PROHIBITION OF SALES TO EEA RETAIL INVESTORS – The Notes[, from 1 January 2018,]1 are not intended to be offered, sold or otherwise made available to and[, with effect from such date,] should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (EEA). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (MiFID II); (ii) a customer within the meaning of Directive 2002/92/EC (IMD), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Directive 2003/71/EC (as amended, the Prospectus Directive). Consequently no key information document required by Regulation (EU) No 1286/2014 (the PRIIPs Regulation) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.]2

[Date]

GLOBAL SWITCH HOLDINGS LIMITED

Issue of [Aggregate Nominal Amount of Tranche] [Title of Notes] Guaranteed by certain subsidiaries of Global Switch Holdings Limited under the €3,000,000,000 Euro Medium Term Note Programme

PART A – CONTRACTUAL TERMS

This document constitutes the Pricing Supplement for the Notes described herein. This document must be read in conjunction with the Base Prospectus dated 16 May 2017 [as supplemented by the supplement[s] dated [date[s]]] (the Base Prospectus). Full information on the Issuer, the Original Guarantors (as defined below) and the offer of the Notes is only available on the basis of the combination of this Pricing Supplement and the Base Prospectus. The Base Prospectus [and the supplement[s]] [has] [have] been published on the website of the Irish Stock Exchange plc at www.ise.ie and copies may be obtained during normal business hours, free of charge, from the registered office of the Issuer at O’Neal Marketing Associates Building, 2nd Floor, Wickham’s Cay II, Road Town, Tortola, British Virgin Islands and from the specified office of the Agent at One Canada Square, London E14 4BB.

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the Conditions) set forth in the Base Prospectus [dated [original date] which are incorporated by reference in the Base Prospectus].

1 This date reference should not be included in Pricing Supplements for offers concluded on or after 1 January 2018. 2 Legend to be included on front of the Pricing Supplement (i) for offers concluded on or after 1 January 2018 if the Notes potentially constitute “packaged” products or the issuer wishes to prohibit offers to EEA retail investors for any other reason, in which case the selling restriction should be specified to be “Applicable” (ii) for offers concluded before 1 January 2018 at the option of the parties.

[If the Notes have a maturity of less than one year from the date of their issue, the minimum denomination may need to be £100,000 or its equivalent in any other currency.]

1. (a) Issuer: Global Switch Holdings Limited

2. (a) Series Number: [ ]

(b) Tranche Number: [ ]

(c) Date on which the Notes will be The Notes will be consolidated and form a single Series consolidated and form a single with [identify earlier Tranches] on [the Issue Date/the Series: date that is 40 days after the Issue Date/exchange of the Temporary Global Note for interests in the Permanent Global Note, as referred to in paragraph [24] below, which is expected to occur on or about [date]][Not Applicable]

3. Specified Currency or Currencies: [ ]

4. Aggregate Nominal Amount:

(a) Series: [ ]

(b) Tranche: [ ]

5. Issue Price: [ ] per cent. of the Aggregate Nominal Amount [plus accrued interest from [insert date] (if applicable)]

6. (a) Specified Denominations: [ ]

(Note – where multiple denominations above [€100,000] or equivalent are being used the following sample wording should be followed:

"[€100,000] and integral multiples of [€1,000] in excess thereof up to and including [€199,000]. No Notes in definitive form will be issued with a denomination above [€199,000]."))

7. (a) Issue Date: [ ]

(b) Interest Commencement Date: [specify/Issue Date/Not Applicable] (N.B. An Interest Commencement Date will not be relevant for certain Notes, for example Zero Coupon Notes.)

8. Maturity Date: [Fixed rate - specify date/ Floating rate - Interest Payment Date falling in or nearest to [specify month and year]]

9. Interest Basis: [[ ] per cent. Fixed Rate] [[specify Reference Rate] +/- [ ] per cent. Floating Rate] [Zero Coupon] [specify other] (further particulars specified below)

10. Redemption Basis: [Redemption at par] [specify other]

11. Change of Interest Basis or [Specify details of any provision for change of Notes into Redemption/Payment Basis: another Interest Basis or Redemption/Payment Basis][Not Applicable]

12. Put/Call Options: [Investor Put] Change of Control Put [Make-whole Redemption by Issuer] [Issuer Call] [(further particulars specified below)]

13. (a) Status of the Notes: Senior

(b) Status of the Notes Guarantee: Senior

issuance of Notes [and Notes (N.B. Only relevant where Board (or similar) Guarantee] obtained: authorisation is required for the particular tranche of Notes or related Notes Guarantee)

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

14. Fixed Rate Note Provisions [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph)

(a) Rate(s) of Interest: [ ] per cent. per annum payable in arrear on each Interest Payment Date

(b) Interest Payment Date(s): [ ] in each year up to and including the Maturity Date (Amend appropriately in the case of irregular coupons)

(c) Fixed Coupon Amount(s) for [ ] per Calculation Amount Notes in definitive form (and in relation to Notes in global form see Conditions):

(e) Day Count Fraction: [30/360/Actual/Actual (ICMA)/specify other]

(g) Other terms relating to the [None/Give details] method of calculating interest for Fixed Rate Notes which are Exempt Notes:

15. Floating Rate Note Provisions [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph)

(a) Specified Period(s)/Specified [ ][, subject to adjustment in accordance with the Interest Payment Dates: Business Day Convention set out in (b) below/, not subject to any adjustment, as the Business Day Convention in (b) below is specified to be Not Applicable]

(b) Business Day Convention: [Floating Rate Convention/Following Business Day Convention/Modified Following Business Day Convention/ Preceding Business Day Convention/[specify other]][Not Applicable]

(d) Manner in which the Rate of [Screen Rate Determination/ISDA Interest and Interest Amount is Determination/specify other] to be determined:

(e) Party responsible for calculating [ ]/[Not Applicable] the Rate of Interest and Interest Amount (if not the Agent):

(f) Screen Rate Determination:

 Reference Rate: Reference Rate: [ ] month [LIBOR/EURIBOR/specify other Reference Rate]

[ ]  Interest Determination (Second London business day prior to the start of each Date(s): Interest Period if LIBOR (other than Sterling or euro LIBOR), first day of each Interest Period if Sterling LIBOR and the second day on which the TARGET2 System is open prior to the start of each Interest Period if EURIBOR or euro LIBOR)

 Relevant Screen Page: [ ] (In the case of EURIBOR, if not Reuters EURIBOR01 ensure it is a page which shows a composite rate or amend the fallback provisions appropriately)

(g) ISDA Determination:

 Floating Rate Option: [ ]

 Designated Maturity: [ ]

 Reset Date: [ ] (In the case of a LIBOR or EURIBOR based option, the first day of the Interest Period)

(h) Margin(s): [+/-] [ ] per cent. per annum

(i) Linear Interpolation: [Not Applicable / Applicable – the Rate of Interest for the [long/short][first/last] Interest Period shall be calculated using Linear Interpolation]

(j) Minimum Rate of Interest: [ ] per cent. per annum

(k) Maximum Rate of Interest: [ ] per cent. per annum

(l) Day Count Fraction: [Actual/Actual (ISDA)][Actual/Actual] [Actual/365 (Fixed)] [Actual/365 (Sterling)] [Actual/360] [30/360][360/360][Bond Basis] [30E/360][Eurobond Basis] [30E/360 (ISDA)] [Other] (See Condition 4 for alternatives)

(m) Fallback provisions, rounding [ ] provisions and any other terms relating to the method of calculating interest on Floating Rate Notes which are Exempt Notes, if different from those set out in the Conditions:

16. Zero Coupon Note Provisions [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph)

(a) Accrual Yield: [ ] per cent. per annum

(b) Reference Price: [ ]

(d) Day Count Fraction in relation to [30/360] Early Redemption Amounts: [Actual/360] [Actual/365]

PROVISIONS RELATING TO REDEMPTION

17. Notice periods for Condition 6.2: Minimum period: [ ] days Maximum period: [ ] days

18. Make-whole Redemption by the Issuer: [Applicable/Not Applicable] (If not applicable, delete remaining subparagraphs of this paragraph)

(a) Make-whole Redemption [ ] Date(s):

(b) Make-whole Redemption [[ ] basis points/Not Applicable] Margin:

(d) Quotation Time: [[5.00 p.m. [Brussels/London/[ ]]] time/Not

Applicable]

(e) Reference Rate Determination The [ ] Business Day preceding the relevant Make- Date: whole Redemption Date

(f) If redeemable in part:

(i) Minimum Redemption [ ] Amount:

(ii) Maximum Redemption [ ] Amount:

(g) Notice Periods: Minimum period: [ ] days Maximum period: [ ] days (N.B. When setting notice periods, the Issuer is advised to consider the practicalities of distribution of information through intermediaries, for example, clearing systems (which require a minimum of 5 clearing system business days’ notice for a call) and custodians, as well as any other notice requirements which may apply, for example, as between the Issuer and the Agent or Trustee)

19. Issuer Call: [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph)

(a) Optional Redemption Date(s): [ ]

(b) Optional Redemption Amount [[ ] per Calculation Amount/ specify other/see and method, if any, of Appendix] calculation of such amount(s):

(i) Minimum Redemption [ ] Amount:

(ii) Maximum Redemption [ ] Amount:

20. Investor Put: [Applicable/Not Applicable]

(If not applicable, delete the remaining subparagraphs of this paragraph)

(a) Optional Redemption Date(s): [ ]

(b) Optional Redemption Amount [[ ] per Calculation Amount/specify other/see and method, if any, of Appendix] calculation of such amount(s):

(c) Notice periods: Minimum period: [ ] days Maximum period: [ ] days (N.B. When setting notice periods, the Issuer is advised to consider the practicalities of distribution of information through intermediaries, for example, clearing systems (which require a minimum of 15 clearing system business days' notice for a put) and custodians, as well as any other notice requirements which may apply, for example, as between the Issuer and the Agent or Trustee)

21. Change of Control Redemption Amount: [ ] per Calculation Amount

22. Final Redemption Amount: [[ ] per Calculation Amount/specify other/see Appendix]

23. Early Redemption Amount payable on [[ ] per Calculation Amount/specify other/see redemption for taxation reasons or on Appendix] event of default and/or the method of calculating the same (if required or if different from that set out in Condition 6.5):

GENERAL PROVISIONS APPLICABLE TO THE NOTES

24. Form of Notes: (a) Form: [Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes [on 60 days' notice given at any time/only upon an Exchange Event]]

[Temporary Global Note exchangeable for Definitive Notes on and after the Exchange Date] [Permanent Global Note exchangeable for Definitive Notes on 60 days' notice given at any time/only upon an Exchange Event]

permitted in relation to any issue of Notes which is to be represented on issue by a Temporary Global Note exchangeable for Definitive Notes.)

(b) New Global Note: [Yes][No]

25. Additional Financial Centre(s): [Not Applicable/give details] (Note that this paragraph relates to the place of payment and not Interest Period end dates to which sub-paragraph 15(c) relates)

27. Other final terms: [Not Applicable/give details]

RESPONSIBILITY

The Issuer and the Original Guarantors accept responsibility for the information contained in this Pricing Supplement. [[Relevant third party information] has been extracted from [specify source]. The Issuer confirms that such information has been accurately reproduced and that, so far as it is aware and is able to ascertain from information published by [specify source], no facts have been omitted which would render the reproduced information inaccurate or misleading.

Signed on behalf of Global Switch Holdings Signed on behalf of Brookset 20 Limited: Limited:

By: ...... By: ......

Duly authorised Duly authorised

Signed on behalf of Global Switch Coöperatief Signed on behalf of ICT Centre Holding B.V.: U.A.:

By: ...... By: ......

Duly authorised Duly authorised

Signed on behalf of ICT Centre France B.V.: Signed on behalf of Global Switch PropertyHolding B.V.:

By: ...... By: ......

Duly authorised Duly authorised

Signed on behalf of Global Switch Amsterdam Signed on behalf of Global Switch Amsterdam Property B.V.: B.V.:

By: ...... By: ......

Duly authorised Duly authorised

Signed on behalf of Global Switch Australia Signed on behalf of Global Switch Property (Australia) Holdings Pty Limited: Pty Limited:

By: ...... By: ......

Duly authorised Duly authorised

Signed on behalf of Global Switch Australia Pty Signed on behalf of Global Switch Property Pty Limited: Limited:

By: ...... By: ......

Duly authorised Duly authorised

Signed on behalf of Global Switch Singapore Signed on behalf of Global Switch (Property) Singapore Holdings Pte Limited: Pte Limited:

By: ...... By: ......

Duly authorised Duly authorised

Signed on behalf of Global Switch (France) Signed on behalf of Global Switch (Paris) SAS: Holding SAS:

By: ...... By: ......

Duly authorised Duly authorised

Signed on behalf of Global Switch Estates 1 Signed on behalf of Global Switch Limited: Limited:

By: ...... By: ......

Duly authorised Duly authorised

Signed on behalf of Global Switch Estates 2 Signed on behalf of Global Switch Group Limited: Limited:

By: ...... By: ......

Duly authorised Duly authorised

Signed on behalf of Global Switch Hong Kong Limited:

By: ......

Duly authorised

PART B – OTHER INFORMATION

1. LISTING [Application [has been made/is expected to be made] by the Issuer (or on its behalf) for the Notes to be listed on [specify market - note this should not be a regulated market] with effect from [ ].]

2. RATINGS

Ratings: [The Notes to be issued [[have been]/[are expected to be]] rated [insert details] by [insert the legal name of the relevant credit rating agency entity(ies)]. (The above disclosure is only required if the ratings of the Notes are different to those stated in the Base Prospectus)

3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

[Save for any fees payable to the [Managers/Dealers], so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer. The [Managers/Dealers] and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and the Original Guarantors and their affiliates in the ordinary course of business - Amend as appropriate if there are other interests]

4. OPERATIONAL INFORMATION

(i) ISIN Code: [ ]

(ii) Common Code: [ ]

(iii) Any clearing system(s) other [Not Applicable/give name(s) and number(s)] than Euroclear Bank SA/NV and Clearstream Banking S.A. and the relevant identification number(s):

(iv) Delivery: Delivery [against/free of] payment

(v) Names and addresses of [ ] additional Paying Agent(s) (if any):

[No. Whilst the designation is specified as "no" at the date of this Pricing Supplement, should the Eurosystem eligibility criteria be amended in the future such that the Notes are capable of meeting them the Notes may then be deposited with one of the ICSDs as common safekeeper. Note that this does not necessarily mean that the Notes will then be recognised as eligible collateral for Eurosystem monetary policy and intra day credit operations by the Eurosystem at any time during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met.]

5. DISTRIBUTION

(i) Method of distribution: [Syndicated/Non-syndicated]

(ii) If syndicated, names of [Not Applicable/give names] Managers:

(iii) Stabilisation Manager(s) (if any): [Not Applicable/give name]

(iv) If non-syndicated, name of [Not Applicable/give name] relevant Dealer:

(v) U.S. Selling Restrictions: Reg. S Compliance Category 2; [TEFRA D/TEFRA C/TEFRA not applicable]

(vi) Additional selling restrictions: [Not Applicable/give details] (Additional selling restrictions are only likely to be relevant for certain structured Notes, such as commodity-linked Notes)

(vii) Prohibition of Sales to EEA [Applicable/Not Applicable] Retail Investors: (If the offer of the Notes is concluded prior to 1 January 2018, or on and after that date the Notes clearly do not constitute “packaged” products, “Not Applicable” should be specified. If the offer of the Notes will be concluded on or after 1 January 2018 and the Notes may constitute “packaged” products, “Applicable” should be specified.)

TERMS AND CONDITIONS OF THE NOTES

The following are the Terms and Conditions of the Notes which will be incorporated by reference into each Global Note (as defined below) and each definitive Note, in the latter case only if permitted by the relevant stock exchange or other relevant authority (if any) and agreed by the Issuer and the relevant Dealer at the time of issue but, if not so permitted and agreed, such definitive Note will have endorsed thereon or attached thereto such Terms and Conditions. The applicable Pricing Supplement in relation to any Tranche of Exempt Notes may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with the following Terms and Conditions, replace or modify the following Terms and Conditions for the purpose of such Notes. The applicable Final Terms or Pricing Supplement (or the relevant provisions thereof) will be endorsed upon, or attached to, each Global Note and definitive Note. Reference should be made to "Applicable Final Terms" or “Applicable Pricing Supplement”, as the case may be, for a description of the content of the Final Terms or, as the case may be, the Pricing Supplement which will specify which of such terms are to apply in relation to the relevant Notes.

This Note is one of a Series (as defined below) of Notes issued by Global Switch Holdings Limited (the Issuer) constituted by a Trust Deed (such Trust Deed as modified and/or supplemented and/or restated from time to time, the Trust Deed) dated 16 May 2017 made between the Issuer, the Original Guarantors (as defined below) and BNY Mellon Corporate Trustee Services Limited (the Trustee, which expression shall include any successor as Trustee). References herein to the Guarantors are references to Brookset 20 Limited, Global Switch Coöperatief U.A., ICT Centre Holding B.V., ICT Centre France B.V., Global Switch PropertyHolding B.V., Global Switch Amsterdam B.V., Global Switch Amsterdam Property B.V., Global Switch Australia Holdings Pty Limited, Global Switch Property (Australia) Pty Limited, Global Switch Australia Pty Limited, Global Switch Property Pty Limited, Global Switch Singapore Holdings Pte Limited, Global Switch (Property) Singapore Pte Limited, Global Switch (France) Holding SAS, Global Switch (Paris) SAS, Global Switch Limited, Global Switch Estates 1 Limited, Global Switch Estates 2 Limited, Global Switch Group Limited and Global Switch Hong Kong Limited (the Original Guarantors) and each company (if any) which becomes an additional guarantor (each an Additional Guarantor) in accordance with the Trust Deed, but shall not include any Subsidiary of the Issuer which ceases to be a Guarantor of the relevant Series pursuant to Condition 2.3.

References herein to the Notes shall be references to the Notes of this Series and shall mean:

(a) in relation to any Notes represented by a global Note (a Global Note), units of each Specified Denomination in the Specified Currency;

(b) any Global Note; and

The Notes and the Coupons (as defined below) have the benefit of an Agency Agreement (such Agency Agreement as amended and/or supplemented and/or restated from time to time, the Agency Agreement) dated 16 May 2017 and made between the Issuer, the Original Guarantors, the Trustee, The Bank of New York Mellon as issuing and principal paying agent and agent bank (the Agent, which expression shall include any successor agent) and the other paying agents named therein (together with the Agent, the Paying Agents, which expression shall include any additional or successor paying agents).

The final terms for this Note (or the relevant provisions thereof) are set out in Part A of the Final Terms attached to or endorsed on this Note which supplement these Terms and Conditions (the Conditions) or, if this Note is a Note which is neither admitted to trading on a regulated market in the European Economic Area nor offered in the European Economic Area in circumstances where a prospectus is required to be published under the Prospectus Directive (an Exempt Note), the final terms (or the relevant provisions thereof) are set out in Part A of the Pricing Supplement and may specify other terms and conditions which

shall, to the extent so specified or to the extent inconsistent with the Conditions, replace or modify the Conditions for the purposes of this Note. References to the applicable Final Terms or, as the case may be, to the applicable Pricing Supplement, are, unless otherwise stated, to Part A of the Final Terms (or the relevant provisions thereof) or, as the case may be, to Part A of the Pricing Supplement (or the relevant provisions thereof) attached to or endorsed on this Note. The expression Prospectus Directive means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure in a relevant Member State of the European Economic Area.

Interest bearing definitive Notes have interest coupons (Coupons) and, in the case of Notes which, when issued in definitive form, have more than 27 interest payments remaining, talons for further Coupons (Talons) attached on issue. Any reference herein to Coupons or coupons shall, unless the context otherwise requires, be deemed to include a reference to Talons or talons. Global Notes do not have Coupons or Talons attached on issue.

Any reference to Noteholders or holders in relation to any Notes shall mean the holders of the Notes and shall, in relation to any Notes represented by a Global Note, be construed as provided below. Any reference herein to Couponholders shall mean the holders of the Coupons and shall, unless the context otherwise requires, include the holders of the Talons. The Trustee acts for the benefit of the holders for the time being of the Notes (the Noteholders, which expression shall, in relation to any Notes represented by a Global Note, be construed as provided below) and the holders of the Coupons (the Couponholders, which expression shall, unless the context otherwise requires, include the holders of the Talons), in accordance with the provisions of the Trust Deed.

As used herein, Tranche means Notes which are identical in all respects (including as to listing and admission to trading) and Series means a Tranche of Notes together with any further Tranche or Tranches of Notes which (a) are expressed to be consolidated and form a single series and (b) have the same terms and conditions or terms and conditions which are the same in all respects save for the amount and date of the first payment of interest thereon and the date from which interest starts to accrue.

Copies of the Trust Deed and the Agency Agreement are available for inspection during normal business hours at the principal office for the time being of the Trustee being at 16 May 2017 at One Canada Square, London E14 4BB, United Kingdom and at the specified office of each of the Paying Agents. If the Notes are to be admitted to trading on the regulated market of the Irish Stock Exchange the applicable Final Terms will be published on the website of the Irish Stock Exchange at www.ise.ie. If this Note is an Exempt Note, the applicable Pricing Supplement will only be obtainable by a Noteholder holding one or more Notes and such Noteholder must produce evidence satisfactory to the Issuer, the Trustee and the relevant Paying Agent as to its holding of such Notes and identity. The Noteholder and the Couponholders are deemed to have notice of, and are entitled to the benefit of, all the provisions of the Trust Deed, the Agency Agreement and the applicable Final Terms or, as the case may be, the applicable Pricing Supplement, which are applicable to them. The statements in the Conditions include summaries of, and are subject to, the detailed provisions of the Trust Deed and the Agency Agreement.

Words and expressions defined in the Trust Deed, the Agency Agreement or used in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement, shall have the same meanings where used in the Conditions unless the context otherwise requires or unless otherwise stated and provided that, in the event of inconsistency between the Trust Deed and the Agency Agreement, the Trust Deed will prevail and, in the event of inconsistency between the Trust Deed or the Agency Agreement and the applicable Final Terms or, as the case may be, the applicable Pricing Supplement, the applicable Final Terms or, as the case may be, the applicable Pricing Supplement, will prevail.

In the Conditions, euro means the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty on the Functioning of the European Union, as amended.

1. FORM, DENOMINATION AND TITLE

The Notes are in bearer form and, in the case of definitive Notes, serially numbered, in the currency (the Specified Currency) and the denominations (the Specified Denomination(s)) specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement. Notes of one Specified Denomination may not be exchanged for Notes of another Specified Denomination.

Unless this Note is an Exempt Note, this Note may be a Fixed Rate Note, a Floating Rate Note or a Zero Coupon Note, or a combination of any of the foregoing, depending upon the Interest Basis shown in the applicable Final Terms.

If this Note is an Exempt Note, this Note may be a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note or a combination of any of the foregoing, depending upon the Interest Basis shown in the applicable Pricing Supplement.

Definitive Notes are issued with Coupons attached, unless they are Zero Coupon Notes in which case references to Coupons and Couponholders in the Conditions are not applicable.

Subject as set out below, title to the Notes and Coupons will pass by delivery. The Issuer, the Guarantors, the Paying Agents and the Trustee will (except as otherwise required by law) deem and treat the bearer of any Note or Coupon as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of any Global Note, without prejudice to the provisions set out in the next succeeding paragraph.

For so long as any of the Notes is represented by a Global Note held on behalf of Euroclear Bank SA/NV (Euroclear) and/or Clearstream Banking S.A. (Clearstream, Luxembourg), each person (other than Euroclear or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or of Clearstream, Luxembourg as the holder of a particular nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream, Luxembourg as to the nominal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes save in the case of manifest error) shall be treated by the Issuer, the Guarantors, the Paying Agents and the Trustee as the holder of such nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on such nominal amount of such Notes, for which purpose the bearer of the relevant Global Note shall be treated by the Issuer, the Guarantors, any Paying Agent and the Trustee as the holder of such nominal amount of such Notes in accordance with and subject to the terms of the relevant Global Note and the expressions Noteholder and holder of Notes and related expressions shall be construed accordingly. In determining whether a particular person is entitled to a particular nominal amount of Notes as aforesaid, the Trustee may rely on such evidence and/or information and/or certification as it shall, in its absolute discretion, think fit and, if it does so rely, such evidence and/or information and/or certification shall, in the absence of manifest error, be conclusive and binding on all concerned.

Notes which are represented by a Global Note will be transferable only in accordance with the rules and procedures for the time being of Euroclear and Clearstream, Luxembourg, as the case may be. References to Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in Part B of the applicable Final Terms or, as the case may be, the applicable Pricing Supplement.

2. STATUS OF THE NOTES AND THE NOTES GUARANTEE

2.1 Status of the Notes

The Notes and any relative Coupons are direct, unconditional, unsubordinated and unsecured obligations of the Issuer and rank pari passu among themselves and (save for certain obligations required to be preferred by law) equally with all other unsecured obligations (other than subordinated obligations, if any) of the Issuer, from time to time outstanding.

2.2 Status of the Notes Guarantee

The payment of principal and interest (if any) in respect of the Notes and all other moneys payable by the Issuer under or pursuant to the Trust Deed has been unconditionally and irrevocably (subject to the provisions of the Trust Deed) guaranteed by the Guarantors in the Trust Deed (the Notes Guarantee). The obligations of each Guarantor under the Notes Guarantee are direct, (subject as set out in the Trust Deed) unconditional, unsubordinated and unsecured obligations of that Guarantor and (save for certain obligations required to be preferred by law) rank equally with all other outstanding unsecured obligations (other than subordinated obligations, if any) of that Guarantor, present and future, but, in the event of insolvency, only to the extent permitted by applicable laws relating to creditors’ rights.

2.3 Release of a Guarantor

The Issuer may, by written notice to the Trustee signed by two Directors or a Director and an Authorised Signatory (as defined in the Trust Deed) of the Issuer, request that a Guarantor ceases to be a Guarantor if such Guarantor is no longer providing a Guarantee in respect of any other Financial Indebtedness (as defined in Condition 3.5) of the Issuer. Upon the Trustee's receipt of such notice, such Guarantor shall automatically and irrevocably be released and relieved of any obligation under the Notes Guarantee. Such notice must also contain the following certifications:

(a) no Event of Default or Potential Event of Default (as defined in the Trust Deed) is continuing or will result from the release of that Guarantor;

(b) no part of the Financial Indebtedness in respect of which that Guarantor is or was providing a Guarantee is at that time due and payable but unpaid;

(c) such Guarantor is not (or will cease to be simultaneously with such release) providing a Guarantee in respect of any other Financial Indebtedness of the Issuer; and

(d) such Guarantor will, upon such release, cease to be Material Company (as defined below).

3. COVENANTS

3.1 Negative Pledge

So long as any of the Notes remains outstanding (as defined in the Trust Deed), the Issuer shall not permit the total amount outstanding of Borrowings that benefits from Security to exceed twenty five per cent. (25%) of Total Assets.

3.2 Interest Cover

So long as any of the Notes remains outstanding, the Issuer shall ensure that Interest Cover in respect of any Relevant Period shall not be less than 1.5:1.

3.3 Total Net Debt

So long as any of the Notes remains outstanding, the Issuer shall ensure that the Total Net Debt shall not exceed fifty per cent. (50%) of Total Assets.

3.4 Additional Guarantors

So long as any of the Notes remains outstanding, the Issuer shall ensure that any other member of the Group which is a Material Company and is not already a Guarantor shall, as soon as possible and in any event within 30 days after becoming a Material Company, become an Additional Guarantor.

A Subsidiary of the Issuer which otherwise satisfies the definition of Material Company shall not be considered a Material Company for the purposes of this Condition 3.4 if any provision of a Notes Guarantee by such Subsidiary would be a violation or breach of laws and regulations in force within the jurisdiction of incorporation or registration of such Subsidiary. In the event a change in law, regulation or interpretation of laws and regulations (Change of Law) later permits such Subsidiary to provide a Notes Guarantee, then, after such date of the Change of Law, it will be considered a Material Company for the purposes of this Condition 3.4.

3.5 Definitions

For the purposes of these Conditions, the following terms shall have the following meanings:

Acceptable Bank means a bank or financial institution which has a rating for its long-term unsecured and non-credit-enhanced debt obligations of AA or higher by Fitch or Standard and Poor’s or Aa2 or higher by Moody’s or a comparable rating from an internationally recognised credit rating agency.

Accounting Principles means international accounting standards within the meaning of IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements.

Borrowings means, at any time, the aggregate outstanding principal, capital or nominal amount (and any fixed or minimum premium payable on prepayment or redemption) of any indebtedness of members of the Group for or in respect of:

(a) moneys borrowed and debit balances at banks or other financial institutions;

(b) any acceptances under any acceptance credit or bill discounting facility (or dematerialised equivalent);

(d) the capital element of any Finance Lease;

(e) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis and meet any requirements for de-recognition under the Accounting Principles);

(f) any counter-indemnity obligation in respect of a guarantee, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution in respect of an underlying liability of an entity which is not a member of the Group which liability would fall within one of the other paragraphs of this definition;

(g) any amount raised by the issue of shares which are redeemable (other than at the option of the issuer) before the Maturity Date or are otherwise classified as borrowings under the Accounting Principles;

(h) any amount of any liability under an advance or deferred purchase agreement if (i) one of the primary reasons behind the entry into the agreement is to raise finance or to finance the acquisition or construction of the asset or service in question or (ii) the agreement is in respect of the supply of assets or services and payment is due more than 180 days after the date of supply;

(i) any amount raised under any other transaction (including any forward sale or purchase agreement, sale and sale back or sale and leaseback agreement) having the commercial effect of a borrowing or otherwise classified as borrowings under the Accounting Principles; and

(j) (without double counting) the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (i) above.

Cash means, at any time, cash in hand or at bank and (in the latter case) credited to an account in the name of an Obligor with an Acceptable Bank and to which an Obligor alone (or together with other Guarantors (or together with the other Obligors)) is beneficially entitled and for so long as:

(a) that cash is repayable within 90 days after the date of the relevant calculation;

(b) repayment of that cash is not contingent on the prior discharge of any other indebtedness of any member of the Group or of any other person whatsoever or on the satisfaction of any other condition; and

(c) the cash is freely and immediately available to be applied in repayment or prepayment of any amounts outstanding under the Trust Deed.

Cash Equivalent Investments means at any time:

(a) certificates of deposit maturing within one year after the relevant date of calculation and issued by an Acceptable Bank;

(b) any investment in marketable debt obligations issued or guaranteed by the government of the Unites States of America, the United Kingdom or any member state of the European Economic Area or by an instrumentality or agency of any of them having an equivalent credit rating, maturing within one year after the relevant date of calculation and not convertible or exchangeable to any other security;

(i) for which a recognised trading market exists;

(ii) issued by an issuer incorporated in the United States of America, the United Kingdom or any member state of the European Economic Area;

(iii) which matures within one year after the relevant date of calculation; and

(iv) which has a credit rating of either F-1 or higher by Fitch or P-1 or higher by Moody’s or A-1 or higher by S&P, or, if no rating is available in respect of the commercial paper, the issuer of which has, in respect of its long-term unsecured and non-credit enhanced debt obligations, an equivalent rating;

(d) Sterling bills of exchange eligible for rediscount at the Bank of England and accepted by an Acceptable Bank (or their dematerialised equivalent); or

(e) any investment in money market funds which:

(i) have a credit rating of either F-1 or higher by Fitch or P-1 or higher by Moody’s or A-1 or higher by S&P or a comparable rating from an internationally recognised credit rating agency;

(ii) invest substantially all their assets in securities of the types described in subparagraphs (a) to (d) above; and

(iii) can be turned into cash on not more than 90 days’ notice, in each case to which any Obligor is alone (or together with other Obligors) beneficially entitled at that time and which is not issued or guaranteed by any member of the Group or subject to any Security.

EBIT means, in respect of any Relevant Period, the consolidated operating profit of the Group before taxation (including the results from discontinued operations):

(a) before deducting any interest, commission, fees, discounts, prepayment fees, premiums or charges and other finance payments whether paid, payable or capitalised by any member of the Group (calculated on a consolidated basis) in respect of that Relevant Period;

(b) not including any accrued interest owing to any member of the Group;

(d) after deducting the amount of any profit (or adding back the amount of any loss) of any member of the Group which is attributable to minority interests in members of the Group;

(e) plus or minus the Group’s share of the profits or losses of any Non-Group Entity;

(f) before taking into account any gain or loss arising from an upward or downward revaluation of any other asset at any time after the last day of the Financial Year falling immediately prior to the Issue Date of the first Tranche of the Notes;

(g) before taking into account any Pension Items; and

(h) excluding the charge to profit represented by the expensing of stock options; in each case, to the extent added, deducted or taken into account, as the case may be, for the purposes of determining operating profits of the Group before taxation.

EBITDA means, in respect of any Relevant Period, EBIT for that Relevant Period after adding back any amount attributable to the amortisation, depreciation or impairment of assets of members of the Group (and taking no account of the reversal of any previous impairment charge made in that Relevant Period) to the extent not already added back in determining EBIT for the Relevant Period.

Exceptional Items means any material items of an unusual or non-recurring nature which represent gains or losses including those arising on:

(a) the restructuring of the activities of an entity and reversals of any provisions for the cost of restructuring;

(b) disposals, revaluations or impairment of non-current assets; and

Finance Charges means, for any Relevant Period, the aggregate amount of the accrued interest, commission, fees, discounts, prepayment fees, premiums or charges and other finance payments in respect of Borrowings whether paid or payable by any member of the Group (calculated on a consolidated basis and excluding any such obligations to any other member of the Group) in respect of that Relevant Period:

(a) including the interest (but not the capital) element of payments in respect of Finance Leases;

(b) including any commission, fees, discounts and other finance payments payable by (and deducting any such amounts payable to) any member of the Group under any interest rate hedging arrangement;

(d) excluding any interest, commissions, fees, discounts, prepayment fees, premiums or charges and other finance payments which the relevant Group member is entitled to, and does, capitalise;

(e) if a Joint Venture is accounted for on a proportionate consolidation basis, after adding the Group’s share of the finance costs of the Joint Venture; and

(f) taking no account of any unrealised gains or losses on any financial instruments other than any derivative instruments which are accounted for on a hedge accounting basis, and so that no amount shall be added (or deducted) more than once.

Finance Lease means any lease or hire purchase contract which would, in accordance with the Accounting Principles, be treated as a finance or capital lease.

Financial Indebtedness means any indebtedness for or in respect of:

(a) moneys borrowed and debit balances at banks or other financial institutions;

(b) any amount raised by acceptance under any acceptance credit or bill discounting facility or dematerialised equivalent;

(c) any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

(d) the amount of any liability in respect of Finance Leases;

(e) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis) and meet any requirement for de-recognition under the Accounting Principles;

(f) any Treasury Transaction (and, when calculating the value of that Treasury Transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close-out of that Treasury Transaction, that amount) shall be taken into account);

(g) any counter-indemnity obligation in respect of a guarantee, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution in respect of:

(i) an underlying liability of an entity which is not a member of the Group which liability would fall within one of the other paragraphs of this definition; or

(ii) any liabilities of any member of the Group relating to any post-retirement benefit scheme;

(h) any amount raised by the issue of redeemable shares which are redeemable (other than at the option of the relevant issuer) before the Maturity Date or are otherwise classified as borrowings under the Accounting Principles;

(i) any amount of any liability under an advance or deferred purchase agreement if:

(i) one of the primary reasons behind entering into the agreement is to raise finance or to finance the acquisition or construction of the asset or service in question; or

(ii) the agreement is in respect of the supply of assets or services and payment is due more than 180 days after the date of supply;

(j) any amount raised under any other transaction (including any forward sale or purchase, sale and sale back or sale and leaseback agreement) having the commercial effect of a borrowing or otherwise classified as borrowings under the Accounting Principles; and

(k) the amount of any liability in respect of any guarantee for any of the items referred to in paragraphs (a) to (j) above.

Financial Quarter means the period commencing on the day after one Quarter Date and ending on the next Quarter Date.

Financial Year means the annual accounting period of the Group ending on or about 31 December in each year.

Fitch means Fitch Ratings Limited.

Group means the Issuer and each of its Subsidiaries for the time being.

Guarantee means any obligation of any Person directly or indirectly guaranteeing any Financial Indebtedness of any other Person and any obligation, direct or indirect, of such Person:

(a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Financial Indebtedness of such other Person (whether arising by virtue of partnership arrangements, or by agreement to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statements conditions or otherwise); or

(b) entered into for the purposes of assuring in any other manner the obligee of such Financial Indebtedness of the payment thereof or to protect any such obligee against loss in respect thereof (in whole or in part).

Interest Cover means the ratio of EBITDA to Net Finance Charges.

Joint Venture means any joint venture entity, whether a company, unincorporated firm, undertaking, association, joint venture or partnership or any other entity.

Material Company means, at any time:

(a) each Guarantor;

(b) a member of the Group (other than the Issuer) that holds shares in a Guarantor; and/or

(c) a Subsidiary of the Issuer which (when consolidated with its Subsidiaries, if any) has earnings before interest, tax, depreciation and amortisation calculated on the same basis as EBITDA, gross assets or turnover (excluding intra-group items) representing 10% or more of those of the Group (on a consolidated basis).

Compliance with the conditions set out in sub-paragraph (c) shall be determined by reference to the latest audited financial statements of that Subsidiary (consolidated in the case of a Subsidiary which itself has Subsidiaries) and the latest audited consolidated financial statements of the Group. However, if a Subsidiary has been acquired since the date to which the latest audited consolidated financial statements of the Group were prepared, the financial statements shall be adjusted as the Directors of the Issuer shall (in good faith) deem appropriate in order to take into account the acquisition of that Subsidiary.

A report by two Directors of the Issuer that a Subsidiary is or is not or was or was not at any particular time or for any period a Material Company shall, in the absence of manifest error, be conclusive and binding on the Issuer, the Guarantors, the Trustee and each Noteholder and Couponholder.

Moody’s means Moody’s Investor Services Limited.

Net Finance Charges means, for any Relevant Period, the Finance Charges for that Relevant Period after deducting any interest payable in that Relevant Period to any member of the Group on any Cash or Cash Equivalent Investment.

Non-Group Entity means any investment or entity (which is not itself a member of the Group (including associates and Joint Ventures)) in which any member of the Group has an ownership interest.

Obligor means the Issuer and each Guarantor.

Pension Items means any income or charge attributable to a post-employment benefit scheme other than the current service costs and any past service costs and curtailments and settlements attributable to the scheme.

Person means any individual, corporation, partnership, limited liability company, joint venture, association, joint stock company, trust, unincorporated organisation, government or any agency or political subdivision thereof or any other entity.

Quarter Date means each of 31 March, 30 June, 30 September and 31 December.

Relevant Period means each period of twelve months ending on or about the last day of the Financial Year and each period of twelve months ending on or about the last day of each Financial Quarter.

S&P means Standard and Poor’s Credit Market Services Europe Limited.

Security means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

Subsidiary means an entity of which a person:

(a) has direct or indirect Control (as defined in Condition 6.4(b)); or

(b) owns directly or indirectly more than fifty per cent. (50%) of the share capital or similar right of ownership; or

and any entity (whether or not so controlled) treated as a subsidiary in the latest financial statements of that person from time to time.

Total Assets means, in respect of the Relevant Period, the total amount of gross consolidated assets of the Issuer on the last day of the Relevant Period.

Total Net Debt means, at any time, the aggregate amount of all obligations of members of the Group for or in respect of Borrowings at that time but:

(a) excluding any such obligations to any other member of the Group;

(b) including, in the case of Finance Leases only, their capitalised value; and

and so that no amount shall be included or excluded more than once.

Treasury Transaction means any derivative transaction entered into in connection with the protection against or benefit from fluctuation in any rate or price.

The Trustee may call for and rely on a certificate signed by two Directors of the Issuer as to the amount or meaning of any of the defined terms mentioned in Condition 3 and/or the Issuer’s compliance with any of the matters set out in Condition 3 and the Trustee shall not be bound in any such case to call for further evidence or be responsible for any liability that may be occasioned by it relying and/or acting on such certificate. The Trustee shall not be required to review or check any accounts or other information provided to it by the Issuer pursuant to Condition 3 or to check whether any such accounts or information comply with such Condition, and shall not be deemed to have knowledge of any matter described herein and shall have no liability to any person as a result of any failure to do so.

4. INTEREST

4.1 Interest on Fixed Rate Notes

Each Fixed Rate Note bears interest from (and including) the Interest Commencement Date at the rate(s) per annum equal to the Rate(s) of Interest. Interest will be payable in arrear on the Interest Payment Date(s) in each year up to (and including) the Maturity Date.

If the Notes are in definitive form, except as provided in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement, the amount of interest payable on each Interest Payment Date in respect of the Fixed Interest Period ending on (but excluding) such date will amount to the Fixed Coupon Amount. Payments of interest on any Interest Payment Date will, if so specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement, amount to the Broken Amount so specified.

As used in the Conditions, Fixed Interest Period means the period from (and including) an Interest Payment Date (or the Interest Commencement Date) to (but excluding) the next (or first) Interest Payment Date.

Except in the case of Notes in definitive form where an applicable Fixed Coupon Amount or Broken Amount is specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement, interest shall be calculated in respect of any period by applying the Rate of Interest to:

(a) in the case of Fixed Rate Notes which are represented by a Global Note, the aggregate outstanding nominal amount of the Fixed Rate Notes represented by such Global Note (or, if they are Partly Paid Notes, the aggregate amount paid up); or

(b) in the case of Fixed Rate Notes in definitive form, the Calculation Amount; and, in each case, multiplying such sum by the applicable Day Count Fraction, and rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with applicable market convention. Where the Specified Denomination of a Fixed Rate Note in definitive form is a multiple of the Calculation Amount, the amount of interest payable in respect of such Fixed Rate Note shall be the product of the amount (determined in the manner provided above) for the Calculation Amount and the amount by which the Calculation Amount is multiplied to reach the Specified Denomination, without any further rounding.

Day Count Fraction means, in respect of the calculation of an amount of interest in accordance with this Condition 4.1:

(a) if "Actual/Actual (ICMA)" is specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement:

(i) in the case of Notes where the number of days in the relevant period from (and including) the most recent Interest Payment Date (or, if none, the Interest Commencement Date) to (but excluding) the relevant payment date (the Accrual Period) is equal to or shorter than the Determination Period during which the Accrual Period ends, the number of days in such Accrual Period divided by the product of (I) the number of days in such Determination Period and (II) the number of Determination Dates (as specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement) that would occur in one calendar year; or

(ii) in the case of Notes where the Accrual Period is longer than the Determination Period during which the Accrual Period ends, the sum of:

(A) the number of days in such Accrual Period falling in the Determination Period in which the Accrual Period begins divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Dates that would occur in one calendar year; and

(B) the number of days in such Accrual Period falling in the next Determination Period divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Dates that would occur in one calendar year; and

(b) if "30/360" is specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement, the number of days in the period from (and including) the most recent

Interest Payment Date (or, if none, the Interest Commencement Date) to (but excluding) the relevant payment date (such number of days being calculated on the basis of a year of 360 days with 12 30-day months) divided by 360.

In these Conditions:

Determination Period means each period from (and including) a Determination Date to (but excluding) the next Determination Date (including, where either the Interest Commencement Date or the final Interest Payment Date is not a Determination Date, the period commencing on the first Determination Date prior to, and ending on the first Determination Date falling after, such date); and

sub-unit means, with respect to any currency other than euro, the lowest amount of such currency that is available as legal tender in the country of such currency and, with respect to euro, one cent.

4.2 Interest on Floating Rate Notes

(a) Interest Payment Dates

Each Floating Rate Note bears interest from (and including) the Interest Commencement Date and such interest will be payable in arrear on either:

(i) the Specified Interest Payment Date(s) in each year specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement; or

(ii) if no Specified Interest Payment Date(s) is/are specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement, each date (each such date, together with each Specified Interest Payment Date, an Interest Payment Date) which falls the number of months or other period specified as the Specified Period in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement after the preceding Interest Payment Date or, in the case of the first Interest Payment Date, after the Interest Commencement Date.

Such interest will be payable in respect of each Interest Period. In these Conditions, Interest Period means the period from (and including) an Interest Payment Date (or the Interest Commencement Date) to (but excluding) the next (or first) Interest Payment Date.

If a Business Day Convention is specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement and (x) if there is no numerically corresponding day in the calendar month in which an Interest Payment Date should occur or (y) if any Interest Payment Date would otherwise fall on a day which is not a Business Day, then, if the Business Day Convention specified is:

(A) in any case where Specified Periods are specified in accordance with Condition 4.2(a)(ii) above, the Floating Rate Convention, such Interest Payment Date (a) in the case of (x) above, shall be the last day that is a Business Day in the relevant month and the provisions of (ii) below shall apply mutatis mutandis or (b) in the case of (y) above, shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event (i) such Interest Payment Date shall be brought forward to the immediately preceding Business Day and (ii) each subsequent Interest Payment Date shall be the last Business Day in the month which falls the Specified Period after the preceding applicable Interest Payment Date occurred; or

(B) the Following Business Day Convention, such Interest Payment Date shall be postponed to the next day which is a Business Day; or

(C) the Modified Following Business Day Convention, such Interest Payment Date shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event such Interest Payment Date shall be brought forward to the immediately preceding Business Day; or

(D) the Preceding Business Day Convention, such Interest Payment Date shall be brought forward to the immediately preceding Business Day.

In these Conditions, Business Day means:

(a) a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in London and each Additional Business Centre (other than TARGET2 System (as defined below)) specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement;

(b) if TARGET2 System is specified as an Additional Business Centre in the applicable Final Terms, a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET2) System (the TARGET2 System) is open; and

(c) either (i) in relation to any sum payable in a Specified Currency other than euro, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in the principal financial centre of the country of the relevant Specified Currency (which if the Specified Currency is Australian dollars or New Zealand dollars shall be Sydney and Auckland, respectively) or (ii) in relation to any sum payable in euro, a day on which the TARGET2 System is open.

(b) Rate of Interest

The Rate of Interest payable from time to time in respect of Floating Rate Notes will be determined in the manner specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement.

(i) ISDA Determination for Floating Rate Notes

Where ISDA Determination is specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement as the manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest Period will be the relevant ISDA Rate plus or minus (as indicated in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement) the Margin (if any). For the purposes of this subparagraph (i), ISDA Rate for an Interest Period means a rate equal to the Floating Rate that would be determined by the Agent under an interest rate swap transaction if the Agent were acting as Calculation Agent for that swap transaction under the terms of an agreement incorporating the 2006 ISDA Definitions, as published by the International Swaps and Derivatives Association, Inc. and as amended and updated as at the Issue Date of the first Tranche of the Notes (the ISDA Definitions) and under which:

(A) the Floating Rate Option is as specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement;

(B) the Designated Maturity is a period specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement; and

(C) the relevant Reset Date is the day specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement.

For the purposes of this subparagraph (i), Floating Rate, Calculation Agent, Floating Rate Option, Designated Maturity and Reset Date have the meanings given to those terms in the ISDA Definitions.

Unless otherwise stated in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement the Minimum Rate of Interest shall be deemed to be zero.

(ii) Screen Rate Determination for Floating Rate Notes

Where Screen Rate Determination is specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement as the manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest Period will, subject as provided below, be either:

(A) the offered quotation; or

(B) the arithmetic mean (rounded if necessary to the fifth decimal place, with 0.000005 being rounded upwards) of the offered quotations,

(expressed as a percentage rate per annum) for the Reference Rate (being either LIBOR or EURIBOR, as specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement) which appears or appear, as the case may be, on the Relevant Screen Page (or such replacement page on that service which displays the information) as at 11.00 a.m. (London time, in the case of LIBOR, or Brussels time, in the case of EURIBOR) on the Interest Determination Date in question plus or minus (as indicated in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement) the Margin (if any), all as determined by the Agent. If five or more of such offered quotations are available on the Relevant Screen Page, the highest (or, if there is more than one such highest quotation, one only of such quotations) and the lowest (or, if there is more than one such lowest quotation, one only of such quotations) shall be disregarded by the Agent for the purpose of determining the arithmetic mean (rounded as provided above) of such offered quotations.

If the Relevant Screen Page is not available or if, in the case of Condition 4.2(b)(ii)(A), no offered quotation appears or if, in the case of Condition 4.2(b)(ii)(B), fewer than three offered quotations appear, in each case as at the Specified Time, the Agent shall request each of the Reference Banks to provide the Agent with its offered quotation (expressed as a percentage rate per annum) for the Reference Rate at approximately the Specified Time on the Interest Determination Date in question. If two or more of the Reference Banks provide the Agent with offered quotations, the Rate of Interest for the Interest Period shall be the arithmetic mean (rounded if necessary to the fifth decimal place with 0.000005 being rounded upwards) of the offered quotations plus or minus (as appropriate) the Margin (if any), all as determined by the Agent.

If on any Interest Determination Date one only or none of the Reference Banks provides the Agent with an offered quotation as provided in the preceding paragraph, the Rate of Interest for the relevant Interest Period shall be the rate per annum which the Agent determines as being the arithmetic mean (rounded if necessary to the fifth decimal place, with 0.000005 being rounded upwards) of the rates, as communicated to (and at the request of) the Agent by the Reference Banks or any two or more of them, at which such banks were offered, at approximately the Specified Time on the relevant Interest Determination Date, deposits in the Specified Currency for a period equal to that which would have been used for the

Reference Rate by leading banks in the London inter-bank market (if the Reference Rate is LIBOR) or the Euro-zone inter-bank market (if the Reference Rate is EURIBOR) plus or minus (as appropriate) the Margin (if any) or, if fewer than two of the Reference Banks provide the Agent with offered rates, the offered rate for deposits in the Specified Currency for a period equal to that which would have been used for the Reference Rate, or the arithmetic mean (rounded as provided above) of the offered rates for deposits in the Specified Currency for a period equal to that which would have been used for the Reference Rate, at which, at approximately the Specified Time on the relevant Interest Determination Date, any one or more banks (which bank or banks is or are in the opinion of the Issuer suitable for the purpose) informs the Agent it is quoting to leading banks in the London inter-bank market (if the Reference Rate is LIBOR) or the Euro-zone inter-bank market (if the Reference Rate is EURIBOR) plus or minus (as appropriate) the Margin (if any), provided that, if the Rate of Interest cannot be determined in accordance with the foregoing provisions of this paragraph, the Rate of Interest shall be determined as at the last preceding Interest Determination Date (though substituting, where a different Margin is to be applied to the relevant Interest Period from that which applied to the last preceding Interest Period, the Margin relating to the relevant Interest Period in place of the Margin relating to that last preceding Interest Period).

If the applicable Final Terms or, as the case may be, the applicable Pricing Supplement specifies a Minimum Rate of Interest for any Interest Period, then, in the event that the Rate of Interest in respect of such Interest Period determined in accordance with the provisions of paragraph (b) above is less than such Minimum Rate of Interest, the Rate of Interest for such Interest Period shall be such Minimum Rate of Interest.

If the applicable Final Terms or, as the case may be, the applicable Pricing Supplement specifies a Maximum Rate of Interest for any Interest Period, then, in the event that the Rate of Interest in respect of such Interest Period determined in accordance with the provisions of paragraph (b) above is greater than such Maximum Rate of Interest, the Rate of Interest for such Interest Period shall be such Maximum Rate of Interest.

(d) Determination of Rate of Interest and calculation of Interest Amounts

The Agent will at or as soon as practicable after each time at which the Rate of Interest is to be determined, determine the Rate of Interest for the relevant Interest Period.

The Agent will calculate the amount of interest (the Interest Amount) payable on the Floating Rate Notes for the relevant Interest Period by applying the Rate of Interest to:

(A) in the case of Floating Rate Notes which are represented by a Global Note, the aggregate outstanding nominal amount of the Notes represented by such Global Note (or, if they are Partly Paid Notes, the aggregate amount paid up); or

(B) in the case of Floating Rate Notes in definitive form, the Calculation Amount;

and, in each case, multiplying such sum by the applicable Day Count Fraction, and rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with applicable market convention. Where the Specified Denomination of a Floating Rate Note in definitive form is a multiple of the Calculation Amount, the Interest Amount payable in respect of such Note shall be the product of the amount (determined in the manner provided above) for the Calculation Amount and the amount by which the

Calculation Amount is multiplied to reach the Specified Denomination, without any further rounding.

Day Count Fraction means, in respect of the calculation of an amount of interest in accordance with this Condition 4.2:

(i) if "Actual/Actual (ISDA)" or "Actual/Actual" is specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement, the actual number of days in the Interest Period divided by 365 (or, if any portion of that Interest Period falls in a leap year, the sum of (I) the actual number of days in that portion of the Interest Period falling in a leap year divided by 366 and (II) the actual number of days in that portion of the Interest Period falling in a non-leap year divided by 365);

(ii) if "Actual/365 (Fixed)" is specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement, the actual number of days in the Interest Period divided by 365;

(iii) if "Actual/365 (Sterling)" is specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement, the actual number of days in the Interest Period divided by 365 or, in the case of an Interest Payment Date falling in a leap year, 366;

(iv) if "Actual/360" is specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement, the actual number of days in the Interest Period divided by 360;

(v) if "30/360", "360/360" or "Bond Basis" is specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows:

[360 x (Y2 - Y1)]  [30 x (M2 - M1)]  (D2 - D1) Day Count Fraction = 360

where:

"Y1" is the year, expressed as a number, in which the first day of the Interest Period falls;

"Y2" is the year, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

"M1" is the calendar month, expressed as a number, in which the first day of the Interest Period falls;

"M2" is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

"D1" is the first calendar day, expressed as a number, of the Interest Period, unless such number is 31, in which case D1 will be 30; and

"D2" is the calendar day, expressed as a number, immediately following the last day included in the Interest Period, unless such number would be 31 and D1 is greater than 29, in which case D2 will be 30;

(vi) if "30E/360" or "Eurobond Basis" is specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows:

[360 x (Y2 - Y1)]  [30 x (M2 - M1)]  (D2 - D1) Day Count Fraction = 360

where:

"Y1" is the year, expressed as a number, in which the first day of the Interest Period falls;

"Y2" is the year, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

"M1" is the calendar month, expressed as a number, in which the first day of the Interest Period falls;

"M2" is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

"D1" is the first calendar day, expressed as a number, of the Interest Period, unless such number would be 31, in which case D1 will be 30; and

"D2" is the calendar day, expressed as a number, immediately following the last day included in the Interest Period, unless such number would be 31, in which case D2 will be 30;

(vii) if "30E/360 (ISDA)" is specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows:

Day Count Fraction =

where:

"Y1" is the year, expressed as a number, in which the first day of the Interest Period falls;

"Y2" is the year, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

"M1" is the calendar month, expressed as a number, in which the first day of the Interest Period falls;

"M2" is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

"D1" is the first calendar day, expressed as a number, of the Interest Period, unless (i) that day is the last day of February or (ii) such number would be 31, in which case D1 will be 30; and

"D2" is the calendar day, expressed as a number, immediately following the last day included in the Interest Period, unless (i) that day is the last day of February but not the Maturity Date or (ii) such number would be 31, in which case D2 will be 30.

(e) Linear Interpolation

Where Linear Interpolation is specified as applicable in respect of an Interest Period in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement, the Rate of Interest for such Interest Period shall be calculated by the Agent by straight line linear interpolation by reference to two rates based on the relevant Reference Rate (where Screen Rate Determination is specified as applicable in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement) or the relevant Floating Rate Option (where ISDA Determination is specified as applicable in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement), one of which shall be determined as if the Designated Maturity were the period of time for which rates are available next shorter than the length of the relevant Interest Period and the other of which shall be determined as if the Designated Maturity were the period of time for which rates are available next longer than the length of the relevant Interest Period provided however that if there is no rate available for a period of time next shorter or, as the case may be, next longer, then the Agent shall determine such rate at such time and by reference to such sources as it determines appropriate.

Designated Maturity means, in relation to Screen Rate Determination, the period of time designated in the Reference Rate.

(f) Notification of Rate of Interest and Interest Amounts

The Agent will cause the Rate of Interest and each Interest Amount for each Interest Period and the relevant Interest Payment Date to be notified to the Issuer, the Trustee and any stock exchange on which the relevant Floating Rate Notes are for the time being listed (by no later than the first day of each Interest Period) and notice thereof to be published in accordance with Condition 13 as soon as possible after their determination but in no event later than the fourth London Business Day thereafter. Each Interest Amount and Interest Payment Date so notified may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without prior notice in the event of an extension or shortening of the Interest Period. Any such amendment will promptly be notified to each stock exchange on which the relevant Floating Rate Notes are for the time being listed and to the Noteholders in accordance with Condition 13. For the purposes of this paragraph, the expression London Business Day means a day (other than a Saturday or a Sunday) on which banks and foreign exchange markets are open for general business in London.

(g) Determination or Calculation by Trustee

If for any reason at any relevant time the Agent defaults in its obligation to determine the Rate of Interest or in its obligation to calculate any Interest Amount in accordance with subparagraph (b)(i) or subparagraph (b)(ii) above, as the case may be, and in each case in accordance with paragraph (d) above, the Trustee shall determine the Rate of Interest at such rate as, in its absolute discretion (having such regard as it shall think fit to the foregoing provisions of this Condition, but subject always to any Minimum Rate of Interest or Maximum Rate of Interest specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement), it shall deem fair and reasonable in all the circumstances or, as the case may be, the Trustee shall calculate the Interest Amount(s) in such manner as it shall deem fair and reasonable in all the circumstances and each such determination or calculation shall be deemed to have been made by the Agent.

(h) Certificates to be final

All certificates, communications, opinions, determinations, calculations, quotations and decisions given, expressed, made or obtained for the purposes of the provisions of this Condition 4.2 by the Agent shall (in the absence of wilful default, bad faith or manifest error) be binding on the Issuer, the Guarantors, the Agent, the other Paying Agents and all Noteholders and Couponholders and (in the absence of wilful default or bad faith) no liability to the Issuer, the Guarantors, the Noteholders or

the Couponholders shall attach to the Agent or the Trustee in connection with the exercise or non- exercise by it of its powers, duties and discretions pursuant to such provisions.

4.3 Exempt Notes

The rate or amount of interest payable in respect of Exempt Notes which are not also Fixed Rate Notes or Floating Rate Notes shall be determined in the manner specified in the applicable Pricing Supplement.

4.4 Accrual of interest

Each Note (or in the case of the redemption of part only of a Note, that part only of such Note) will cease to bear interest (if any) from the date for its redemption unless payment of principal is improperly withheld or refused. In such event, interest will continue to accrue until whichever is the earlier of:

(a) the date on which all amounts due in respect of such Note have been paid; and

(b) as provided in the Trust Deed.

5. PAYMENTS

5.1 Method of payment

Subject as provided below:

(a) payments in a Specified Currency other than euro will be made by credit or transfer to an account in the relevant Specified Currency maintained by the payee with a bank in the principal financial centre of the country of such Specified Currency (which, if the Specified Currency is Australian dollars or New Zealand dollars, shall be Sydney and Auckland, respectively); and

(b) payments will be made in euro by credit or transfer to a euro account (or any other account to which euro may be credited or transferred) specified by the payee.

Payments will be subject in all cases to (i) any fiscal or other laws and regulations applicable thereto in the place of payment, but without prejudice to the provisions of Condition 7 and (ii) any withholding or deduction required pursuant to an agreement described in Section 1471(b) of the U.S. Internal Revenue Code of 1986 (the Code) or otherwise imposed pursuant to Sections 1471 through 1474 of the Code, any regulations or agreements thereunder, any official interpretations thereof, or (without prejudice to the provisions of Condition 7) any law implementing an intergovernmental approach thereto.

5.2 Presentation of definitive Notes and Coupons

Payments of principal in respect of definitive Notes will (subject as provided below) be made in the manner provided in Condition 5.1 above only against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of definitive Notes, and payments of interest in respect of definitive Notes will (subject as provided below) be made as aforesaid only against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of Coupons, in each case at the specified office of any Paying Agent outside the United States (which expression, as used herein, means the United States of America (including the States and the District of Columbia and its possessions)).

Fixed Rate Notes in definitive form (other than Long Maturity Notes (as defined below)) should be presented for payment together with all unmatured Coupons appertaining thereto (which expression shall for this purpose include Coupons falling to be issued on exchange of matured Talons), failing which the amount of any missing unmatured Coupon (or, in the case of payment not being made in full, the same proportion of the amount of such missing unmatured Coupon as the sum so paid bears to the sum due) will be deducted from the sum due for payment. Each amount of principal so deducted will be paid in the manner mentioned above against surrender of the relative missing Coupon at any time before the expiry of 10 years after the Relevant Date (as defined in Condition 7) in respect of such principal (whether or not such Coupon would otherwise have become void under Condition 8) or, if later, five years from the date on which such Coupon would otherwise have become due, but in no event thereafter.

Upon any Fixed Rate Note in definitive form becoming due and repayable prior to its Maturity Date, all unmatured Talons (if any) appertaining thereto will become void and no further Coupons will be issued in respect thereof.

Upon the date on which any Floating Rate Note or Long Maturity Note in definitive form becomes due and repayable, unmatured Coupons and Talons (if any) relating thereto (whether or not attached) shall become void and no payment or, as the case may be, exchange for further Coupons shall be made in respect thereof. A Long Maturity Note is a Fixed Rate Note (other than a Fixed Rate Note which on issue had a Talon attached) whose nominal amount on issue is less than the aggregate interest payable thereon provided that such Note shall cease to be a Long Maturity Note on the Interest Payment Date on which the aggregate amount of interest remaining to be paid after that date is less than the nominal amount of such Note.

If the due date for redemption of any definitive Note is not an Interest Payment Date, interest (if any) accrued in respect of such Note from (and including) the preceding Interest Payment Date or, as the case may be, the Interest Commencement Date shall be payable only against surrender of the relevant definitive Note.

5.3 Payments in respect of Global Notes

Payments of principal and interest (if any) in respect of Notes represented by any Global Note will (subject as provided below) be made in the manner specified above in relation to definitive Notes or otherwise in the manner specified in the relevant Global Note, where applicable against presentation or surrender, as the case may be, of such Global Note at the specified office of any Paying Agent outside the United States. A record of each payment made, distinguishing between any payment of principal and any payment of interest, will be made either on such Global Note by the Paying Agent to which it was presented or in the records of Euroclear and Clearstream, Luxembourg, as applicable.

5.4 General provisions applicable to payments

The holder of a Global Note shall be the only person entitled to receive payments in respect of Notes represented by such Global Note and the Issuer or, as the case may be, the Guarantors will be discharged by payment to, or to the order of, the holder of such Global Note in respect of each amount so paid. Each of the persons shown in the records of Euroclear or Clearstream, Luxembourg as the beneficial holder of a particular nominal amount of Notes represented by such Global Note must look solely to Euroclear or Clearstream, Luxembourg, as the case may be, for his share of each payment so made by the Issuer or, as the case may be, the Guarantors to, or to the order of, the holder of such Global Note.

Notwithstanding the foregoing provisions of this Condition, if any amount of principal and/or interest in respect of Notes is payable in U.S. dollars, such U.S. dollar payments of principal and/or interest in respect of such Notes will be made at the specified office of a Paying Agent in the United States if:

(a) the Issuer has appointed Paying Agents with specified offices outside the United States with the reasonable expectation that such Paying Agents would be able to make payment in U.S. dollars at such specified offices outside the United States of the full amount of principal and interest on the Notes in the manner provided above when due;

(b) payment of the full amount of such principal and interest at all such specified offices outside the United States is illegal or effectively precluded by exchange controls or other similar restrictions on the full payment or receipt of principal and interest in U.S. dollars; and

(c) such payment is then permitted under United States law without involving, in the opinion of the Issuer and the Guarantors, adverse tax consequences to the Issuer or the Guarantors.

5.5 Payment Day

If the date for payment of any amount in respect of any Note or Coupon is not a Payment Day, the holder thereof shall not be entitled to payment until the next following Payment Day in the relevant place and shall not be entitled to further interest or other payment in respect of such delay. For these purposes, Payment Day means any day which (subject to Condition 8) is:

(a) a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits):

(i) in the case of Notes in definitive form only, in the relevant place of presentation; and

(ii) in each Additional Financial Centre (other than TARGET2 System) specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement;

(b) if TARGET2 System is specified as an Additional Financial Centre in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement, a day on which the TARGET2 System is open; and

(c) either (A) in relation to any sum payable in a Specified Currency other than euro, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in the principal financial centre of the country of the relevant Specified Currency (which if the Specified Currency is Australian dollars or New Zealand dollars shall be Sydney and Auckland, respectively) or (B) in relation to any sum payable in euro, a day on which the TARGET2 System is open.

5.6 Interpretation of principal and interest

Any reference in the Conditions to principal in respect of the Notes shall be deemed to include, as applicable:

(a) any additional amounts which may be payable with respect to principal under Condition 7 or under any undertaking or covenant given in addition thereto, or in substitution therefor, pursuant to the Trust Deed;

(b) the Final Redemption Amount of the Notes;

(d) the Optional Redemption Amount(s) (if any) of the Notes;

(e) in relation to Zero Coupon Notes, the Amortised Face Amount (as defined in Condition 6.5); and

(f) any premium and any other amounts (other than interest) which may be payable by the Issuer under or in respect of the Notes.

Any reference in the Conditions to interest in respect of the Notes shall be deemed to include, as applicable, any additional amounts which may be payable with respect to interest under Condition 7 or under any undertaking or covenant given in addition thereto, or in substitution therefor, pursuant to the Trust Deed.

6. REDEMPTION AND PURCHASE

6.1 Redemption at maturity

Unless previously redeemed or purchased and cancelled as specified below, each Note will be redeemed by the Issuer at its Final Redemption Amount specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement in the relevant Specified Currency on the Maturity Date specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement.

6.2 Redemption for tax reasons

The Notes may be redeemed at the option of the Issuer in whole, but not in part, at any time (if this Note is not a Floating Rate Note) or on any Interest Payment Date (if this Note is a Floating Rate Note), on giving not less than the minimum period and not more than the maximum period of notice specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement to the Trustee and the Agent and, in accordance with Condition 13, the Noteholders (which notice shall be irrevocable), if the Issuer satisfies the Trustee immediately before the giving of such notice that:

(a) on the occasion of the next payment due under the Notes, the Issuer has or will become obliged to pay additional amounts as provided or referred to in Condition 7 or any Guarantor would be unable for reasons outside its control to procure payment by the Issuer and in making payment itself would be required to pay such additional amounts, in each case as a result of any change in, or amendment to, the laws or regulations of a Relevant Jurisdiction (as defined in Condition 7) or any change in the application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after the date on which agreement is reached to issue the first Tranche of the Notes; and

(b) such obligation cannot be avoided by the Issuer or, as the case may be, the relevant Guarantor taking reasonable measures available to it,

provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer or, as the case may be, the relevant Guarantor would be obliged to pay such additional amounts were a payment in respect of the Notes then due.

Prior to the publication of any notice of redemption pursuant to this Condition, the Issuer shall deliver to the Trustee (i) a certificate signed by two Directors of the Issuer or, as the case may be,

two Directors of the relevant Guarantor stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to redeem have occurred and (ii) an opinion of independent legal advisers of recognised standing to the effect that the Issuer or, as the case may be, the relevant Guarantor has or will become obliged to pay such additional amounts as a result of such change or amendment and the Trustee shall be entitled to accept the certificate as sufficient evidence of the satisfaction of the conditions precedent set out above, in which event it shall be conclusive and binding on the Noteholders and the Couponholders.

Notes redeemed pursuant to this Condition 6.2 will be redeemed at their Early Redemption Amount referred to in Condition 6.5 below together (if appropriate) with interest accrued to (but excluding) the date of redemption.

6.3 Redemption at the option of the Issuer (Issuer Call)

(a) Issuer Call (other than Make-Whole Redemption by the Issuer)

If Issuer Call is specified as being applicable in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement, the Issuer may, having given not less than the minimum period nor more than the maximum period of notice specified in applicable Final Terms or, as the case may be, the applicable Pricing Supplement to the Noteholders in accordance with Condition 13 (which notice shall be irrevocable and shall specify the date fixed for redemption), redeem all or (if redemption in part is specified as being applicable in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement) some only of the Notes then outstanding on any Optional Redemption Date and at the Optional Redemption Amount(s) specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement together, if appropriate, with interest accrued to (but excluding) the relevant Optional Redemption Date. If redemption in part is specified as being applicable in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement, any such redemption must be of a nominal amount not less than the Minimum Redemption Amount and not more than the Maximum Redemption Amount, in each case as may be specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement.

In the case of a partial redemption of Notes, the Notes to be redeemed (Redeemed Notes) will (i) in the case of Redeemed Notes represented by definitive Notes, be selected individually by lot, not more than 30 days prior to the date fixed for redemption and (ii) in the case of Redeemed Notes represented by a Global Note, be selected in accordance with the rules of Euroclear and/or Clearstream, Luxembourg (to be reflected in the records of Euroclear and Clearstream, Luxembourg as either a pool factor or a reduction in nominal amount, at their discretion). In the case of Redeemed Notes represented by definitive Notes, a list of the serial numbers of such Redeemed Notes will be published in accordance with Condition 13 not less than 15 days prior to the date fixed for redemption.

(b) Issuer Call (Make-Whole Redemption by the Issuer)

If Make-whole Redemption by the Issuer is specified as being applicable in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement, the Issuer may, having given not less than the minimum period nor more than the maximum period of notice specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement to the Noteholders in accordance with Condition 13 (which notice shall be irrevocable and shall specify the date fixed for redemption (the Make-whole Redemption Date)), redeem all or (if redemption in part is specified as being applicable in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement) some only of the Notes then outstanding on any Make-whole Redemption Date and at the Make-whole Redemption Amount specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement together, if appropriate, with interest accrued to (but

excluding) the relevant Make-whole Redemption Date. If redemption in part is specified as being applicable in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement, any such redemption must be of a nominal amount not less than the Minimum Redemption Amount and not more than the Maximum Redemption Amount in each case as may be specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement.

In the case of a partial redemption of Notes, the Redeemed Notes will (i) in the case of Redeemed Notes represented by definitive Notes, be selected individually by lot, not more than 30 days prior to the Make-whole Redemption Date and (ii) in the case of Redeemed Notes represented by a Global Note, be selected in accordance with the rules of Euroclear and/or Clearstream, Luxembourg (to be reflected in the records of Euroclear and Clearstream, Luxembourg as either a pool factor or a reduction in nominal amount, at their discretion). In the case of Redeemed Notes represented by definitive Notes, a list of the serial numbers of such Redeemed Notes will be published in accordance with Condition 13 not less than 15 days prior to the Make-whole Redemption Date.

In this Condition 6.3(b), Make-whole Redemption Amount means:

(A) the outstanding principal amount of the relevant Note or (B) if higher, the sum, as determined by the Calculation Agent, of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (not including any portion of such payments of interest accrued to the date of redemption) discounted to the Make-whole Redemption Date on an annual basis at the Reference Rate plus the Make-whole Redemption Margin specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement, where:

CA Selected Bond means a government security or securities (which, if the Specified Currency is euro, will be a German Bundesobligationen) selected by the Calculation Agent as having a maturity comparable to the remaining term of the Notes to be redeemed that would be utilised, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Notes;

Calculation Agent means a leading investment, merchant or commercial bank appointed by the Issuer for the purposes of calculating the Make-whole Redemption Amount, and notified to the Noteholders in accordance with Condition 13;

Reference Bond means (A) if CA Selected Bond is specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement, the relevant CA Selected Bond or (B) if CA Selected Bond is not specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement, the security specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement, provided that if the Calculation Agent advises the Issuer that, for reasons of illiquidity or otherwise, the relevant security specified is not appropriate for such purpose, such other central bank or government security as the Calculation Agent may, with the advice of Reference Market Makers, determined to be appropriate;

Reference Bond Price means (i) the average of five Reference Market Maker Quotations for the relevant Make-whole Redemption Date, after excluding the highest and lowest Reference Market Maker Quotations, (ii) if the Calculation Agent obtains fewer than five, but more than one, such Reference Market Maker Quotations, the average of all such quotations, or (iii) if only one such Reference Market Maker Quotation is obtained, the amount of the Reference Market Maker Quotation so obtained;

Reference Market Maker Quotations means, with respect to each Reference Market Maker and any Make-whole Redemption Date, the average, as determined by the Calculation Agent, of the bid and asked prices for the Reference Bond (expressed in each case as a percentage of its principal amount) quoted in writing to the Calculation Agent at the Quotation Time specified in the applicable

Final Terms or, as the case may be, the applicable Pricing Supplement on the Reference Rate Determination Date specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement;

Reference Market Makers means five brokers or market makers of securities such as the Reference Bond selected by the Calculation Agent or such other five persons operating in the market for securities such as the Reference Bond as are selected by the Calculation Agent in consultation with the relevant Issuer; and

Reference Rate means, with respect to any Make-whole Redemption Date, the rate per annum equal to the equivalent yield to maturity of the Reference Bond, calculated using a price for the Reference Bond (expressed as a percentage of its principal amount) equal to the Reference Bond Price for such Make-whole Redemption Date. The Reference Rate will be calculated on the Reference Rate Determination Date specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement.

6.4 Redemption at the option of the Noteholders (Investor Put)

(a) Investor Put (other than a Change of Control Put)

If Investor Put is specified as being applicable in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement, upon the holder of any Note giving to the Issuer in accordance with Condition 13 not less than the minimum period nor more than the maximum period of notice specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement, the Issuer will, upon the expiry of such notice, redeem or, at the Issuer's option purchase (or procure the purchase of) such Note on the Optional Redemption Date and at the Optional Redemption Amount together, if appropriate, with interest accrued to (but excluding) the Optional Redemption Date.

To exercise the right to require redemption or, as the case may be, purchase of this Note the holder of this Note must, if this Note is in definitive form and held outside Euroclear and Clearstream, Luxembourg, deliver, at the specified office of any Paying Agent at any time during normal business hours of such Paying Agent falling within the notice period, a duly completed and signed notice of exercise in the form (for the time being current) obtainable from any specified office of any Paying Agent (a Put Notice) and in which the holder must specify a bank account to which payment is to be made under this Condition accompanied by this Note or evidence satisfactory to the Paying Agent concerned that this Note will, following delivery of the Put Notice, be held to its order or under its control. If this Note is represented by a Global Note or is in definitive form and held through Euroclear or Clearstream, Luxembourg, to exercise the right to require redemption or, as the case may be, purchase of this Note the holder of this Note must, within the notice period, give notice to the Agent of such exercise in accordance with the standard procedures of Euroclear and Clearstream, Luxembourg (which may include notice being given on his instruction by Euroclear or Clearstream, Luxembourg or any common depositary or common safekeeper, as the case may be, for them to the Agent by electronic means) in a form acceptable to Euroclear and Clearstream, Luxembourg from time to time.

Any Put Notice or other notice given in accordance with the standard procedures of Euroclear and Clearstream, Luxembourg given by a holder of any Note pursuant to this Condition 6.4(a) shall be irrevocable except where, prior to the due date of redemption, an Event of Default has occurred and the Trustee has declared the Notes to be due and payable pursuant to Condition 9, in which event such holder, at its option, may elect by notice to the Issuer to withdraw the notice given pursuant to this Condition 6.4(a).

(b) Change of Control Put

If a Change of Control Put Event occurs, the holder of each Note will have the option (unless prior to the giving of the relevant Change of Control Put Event Notice the Issuer has given notice of redemption under Condition 6.2 or 6.3) to require the Issuer to redeem or, at the Issuer's option, purchase (or procure the purchase of) that Note on the Change of Control Optional Redemption Date at its Change of Control Redemption Amount together with interest (if any) accrued to (but excluding) the Change of Control Optional Redemption Date.

Promptly upon, and in any event within 14 days after, the Issuer becoming aware that a Change of Control Put Event has occurred the Issuer shall, and at any time upon the Trustee becoming similarly so aware the Trustee may, and if so requested by the holders of at least one-quarter in nominal amount of the Notes then outstanding or if so directed by an Extraordinary Resolution of the Noteholders, shall, (subject in each case to the Trustee being indemnified and/or secured and/or prefunded to its satisfaction) give the Change of Control Put Event Notice to the Noteholders.

To exercise the Change of Control Put Option, the holder of this Note must, if this Note is in definitive form and held outside Euroclear and Clearstream, Luxembourg, deliver, at the specified office of any Paying Agent at any time during normal business hours of such Paying Agent falling within the Change of Control Put Period, a duly completed and signed notice of exercise in the form (for the time being current) obtainable from any specified office of any Paying Agent (an Exercise Notice) and in which the holder must specify a bank account (or, if payment is required to be made by cheque, an address) to which payment is to be made under this Condition accompanied by this Note or evidence satisfactory to the Paying Agent concerned that this Note will, following delivery of the Exercise Notice, be held to its order or under its control. If this Note is represented by a Global Note or is in definitive form and held through Euroclear or Clearstream, Luxembourg, to exercise the right to require redemption or, as the case may be, purchase of a Note, the holder of the Note must, within the Change of Control Put Period, give notice to the Agent of such exercise in accordance with the standard procedures of Euroclear and Clearstream, Luxembourg (which may include notice being on his instruction by Euroclear or Clearstream, Luxembourg or any common depositary or common safekeeper, as the case may be, for them to the Agent by electronic means) in a form acceptable to Euroclear and Clearstream, Luxembourg from time to time. The Issuer shall redeem or purchase (or procure the purchase of) the Notes in respect of which the Change of Control Put Option has been validly exercised in accordance with the provisions of this Condition 6.4(b) on the Change of Control Optional Redemption Date unless previously redeemed (or purchased) and cancelled.

Any Exercise Notice or other notice given in accordance with the standard procedures of Euroclear and Clearstream, Luxembourg, given by a holder of any Note pursuant to this Condition 6.4(b), shall be irrevocable except where, prior to the Change of Control Optional Redemption Date, an Event of Default has occurred and the Trustee has declared the Notes to be due and payable pursuant to Condition 9, in which event the relevant holder, at its option, may elect by notice to the Issuer to withdraw the Exercise Notice.

If eighty per cent. (80%) or more in nominal amount of the Notes then outstanding have been redeemed or purchased pursuant to this Condition 6.4(b), the Issuer may, on giving not less than 30 nor more than 60 days' notice to the Noteholders (such notice being given within 30 days after the Change of Control Optional Redemption Date), redeem or purchase (or procure the purchase of), at its option, all but not some only of the remaining outstanding Notes at their Change of Control Amount, together with interest (if any) accrued to (but excluding) the date fixed for such redemption or purchase.

If the rating designations employed by any Rating Agency are changed from those which are described in paragraph (ii) of the definition of "Change of Control Put Event", or if a rating is

procured from a Substitute Rating Agency, the Issuer shall determine, with the agreement of the Trustee, the rating designations of such Rating Agency or (as appropriate) as are most equivalent to the prior rating designations of the relevant Rating Agency and this Condition 6.4(b) shall be construed accordingly.

The Trustee is under no obligation to ascertain whether a Change of Control Put Event or Change of Control or any event which could lead to the occurrence of or could constitute a Change of Control Put Event or Change of Control has occurred, or to seek any confirmation from any Rating Agency pursuant to the definition of Negative Rating Event below, and, until it shall have actual knowledge or notice pursuant to the Trust Deed to the contrary, the Trustee may assume that no Change of Control Put Event or Change of Control or other such event has occurred.

For the purposes of this Condition 6.4(b):

Acquisition Company means a company:

(a) incorporated in a member state of the European Economic Area, the United Kingdom, the United States of America, China, Hong Kong, Singapore, Australia, Canada or Japan; and

(b) all or part of whose share capital is listed on any exchange in any country or shall be so listed immediately following or co-terminous with the acquisition of a shareholding in the Issuer or any Holding Company of the Issuer; acting in concert means a group of persons who pursuant to an agreement or understanding (whether formal or informal) actively co-operate to obtain or consolidate Control of the relevant company including, amongst other things, through the acquisition (directly or indirectly) of shares in the relevant company;

Change of Control means:

(a) at any time prior to Flotation:

(i) (A) David and Simon Reuben and (B) SQIM, in each case acting together or separately (the Initial Investors) cease to Control the Issuer; or

(ii) any person or persons (whether acting together or separately) (other than the Original SQIM Shareholders) gain Control of SQIM and at the relevant time SQIM Controls the Issuer; and

(b) on or after Flotation, any person or group of persons acting in concert (other than the Initial Investors or the Original SQIM Shareholders) gains Control of the Issuer (directly or indirectly) or, if the Issuer is acquired directly or indirectly by an Acquisition Company, any person or group of persons acting in concert (other than the Initial Investors or the Original SQIM Shareholders) gains Control of that Acquisition Company (directly or indirectly);

Change of Control Optional Redemption Date means the seventh Business Day following the expiration of the Change of Control Put Period;

Change of Control Period means the period commencing on the Relevant Announcement Date and ending 90 days after the Change of Control (or such longer period for which the Notes are under consideration (such consideration having been announced publicly within the period ending 90 days after the Change of Control) for rating review or, as the case may be, rating by a Rating Agency, such period not to exceed 60 days after the public announcement of such consideration);

Change of Control Put Event will occur if a Change of Control has occurred and:

(a) on the Relevant Announcement Date, the Notes carry from any Rating Agency:

(i) a rating of Baa3, in the case of Moody's, or BBB, in the case of Fitch, or BBB, in the case of S&P, (or in any such case equivalent, or better), and such rating from any Rating Agency is, within the Change of Control Period, either downgraded to a Non-Investment Grade Rating or withdrawn and is not, within the Change of Control Period, subsequently (in the case of a downgrade) upgraded or (in the case of a withdrawal) reinstated to an investment grade credit rating by such Rating Agency; or

(ii) a Non-Investment Grade Rating and such rating from any Rating Agency is, within the Change of Control Period, either downgraded by one or more notches (by way of example, Ba1 to Ba2 being one notch) or withdrawn and is not, within the Change of Control Period, subsequently (in the case of a downgrade) upgraded or (in the case of a withdrawal) reinstated to its earlier credit rating or better by such Rating Agency; or

(iii) no credit rating and a Negative Rating Event also occurs within the Change of Control Period,

provided that if, at the time of the occurrence of the Change of Control, the Notes carry a credit rating from more than one Rating Agency, at least one of which is investment grade, then subparagraph (i) will apply; and

(b) in making any decision to downgrade or withdraw a credit rating pursuant to paragraphs (i) and (ii) above or not to award a credit rating of at least investment grade as described in paragraph (ii) of the definition of "Negative Rating Event", the relevant Rating Agency announces publicly or confirms in writing to the Issuer or the Trustee that such decision(s) resulted, in whole or in part, from the occurrence of the Change of Control or the Relevant Potential Change of Control Announcement;

Change of Control Put Event Notice means the notice to be given pursuant to this Condition 6.4(b) by the Issuer or, as the case may be, the Trustee to the Noteholders in accordance with Condition 13 specifying the nature of the Change of Control Put Event and the procedure for exercising the Change of Control Put Option;

Change of Control Put Option means the option of the Noteholders exercisable pursuant to this Condition 6.4(b);

Change of Control Put Period means the period of 45 days after a Change of Control Put Event Notice is given;

Control means:

(a) the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:

(i) cast, or control the casting of, more than fifty per cent. (50%) of the maximum number of votes that might be cast at a general meeting of the relevant company;

(ii) appoint or remove all, or the majority, of the directors or other equivalent officers of the relevant company; or

(iii) give directions with respect to the operating and financial policies of the relevant company with which the directors or other equivalent officers of the company are obliged to comply; or

(b) the holding beneficially of more than fifty per cent. (50%) of the issued share capital of the relevant company (excluding any part of that issued share capital that carries no voting rights or right to participate beyond a specified amount in a distribution of either profits or capital);

Flotation means (i) a public offering of any part of the share capital of the Issuer or any Holding Company of the Issuer on any exchange or market in any country or (ii) the acquisition of any part of the share capital of the Issuer or any Holding Company of the Issuer by an Acquisition Company;

Holding Company means, in relation to a person, any other person in respect of which it is a Subsidiary; a Negative Rating Event shall be deemed to have occurred if at such time as there is no rating assigned to the Notes by a Rating Agency (i) the Issuer does not, either prior to, or not later than 21 days after, the occurrence of the Change of Control seek, and thereafter throughout the Change of Control Period use all reasonable endeavours to obtain, a rating of the Notes, or any other unsecured or unsubordinated debt of the Issuer or (ii) if the Issuer does so seek and use such endeavours, it is unable to obtain such a rating of at least investment grade by the end of the Change of Control Period;

Original SQIM Shareholders means Shanghai Haoyueshajia Equity Investment Fund LP, Tibet Houyuanshunshi Equity Investment LP, Shanghai Fengchao Asset Management Center LP, Beijing Zhongjinyunhe Startup Investment Center LP, Jiangsu Sha Steel Group Co., Limited, Shanghai Lingyi Investment Center LP, Duilong Zhijun Investment Management LP, Shanghai Sanqing Asset Management Center LP, Yantai Jinteng Equity Investment Center LP, Yantai Shunming Tengsheng Equity Investment Center LP, Shanghai Daobi Asset Management Center LP, Shenzhen Fushibotong Technology Development Co., Limited, Shanghai Lanxin Asset Management Center LP, Qinhan Xincheng Wanfang Investment LP, and Qinhan Xincheng Jianglong Investment LP;

Non-Investment Grade Rating means a non-investment grade credit rating (Ba1, in the case of Moody’s, BB+, in the case of Fitch, and BB+, in the case of S&P, or equivalent or worse);

Rating Agency means each of Moody’s, Fitch, S&P or any Substitute Rating Agency;

Relevant Announcement Date means the date that is the earlier of (a) the date of the first public announcement of the relevant Change of Control and (b) the date of the earliest Relevant Potential Change of Control Announcement (if any);

Relevant Potential Change of Control Announcement means any public announcement or statement by or on behalf of the Issuer, any actual or potential bidder or any adviser acting on behalf of any actual or potential bidder relating to any potential Change of Control where within 180 days following the date of such announcement or statement, a Change of Control occurs;

SQIM means Suzhou Qingfeng Investment Management Co. Limited; and

Substitute Rating Agency means any rating agency of international standing substituted for a Rating Agency by the Issuer from time to time with the prior written approval of the Trustee, such approval not to be unreasonably withheld or delayed.

6.5 Early Redemption Amounts

For the purpose of Condition 6.2 above and Condition 9, each Note will be redeemed at its Early Redemption Amount calculated as follows:

(a) in the case of a Note with a Final Redemption Amount equal to the Issue Price, at the Final Redemption Amount thereof;

(b) in the case of a Note (other than a Zero Coupon Note) with a Final Redemption Amount which is or may be less or greater than the Issue Price or which is payable in a Specified Currency other than that in which the Note is denominated, at the amount specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement or, if no such amount or manner is so specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement, at its nominal amount; or

(c) in the case of a Zero Coupon Note, at an amount (the Amortised Face Amount) calculated in accordance with the following formula:

y Early Redemption Amount  RP  1 AY

where:

RP means the Reference Price;

AY means the Accrual Yield expressed as a decimal; and

y is the Day Count Fraction specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement which will be either (i) 30/360 (in which case the numerator will be equal to the number of days (calculated on the basis of a 360- day year consisting of 12 months of 30 days each) from (and including) the Issue Date of the first Tranche of the Notes to (but excluding) the date fixed for redemption or (as the case may be) the date upon which such Note becomes due and repayable and the denominator will be 360) or (ii) Actual/360 (in which case the numerator will be equal to the actual number of days from (and including) the Issue Date of the first Tranche of the Notes to (but excluding) the date fixed for redemption or (as the case may be) the date upon which such Note becomes due and repayable and the denominator will be 360) or (iii) Actual/365 (in which case the numerator will be equal to the actual number of days from (and including) the Issue Date of the first Tranche of the Notes to (but excluding) the date fixed for redemption or (as the case may be) the date upon which such Note becomes due and repayable and the denominator will be 365).

6.6 Purchases

The Issuer or any Subsidiary of the Issuer may at any time purchase Notes (provided that, in the case of definitive Notes, all unmatured Coupons and Talons appertaining thereto are purchased therewith) at any price in the open market or otherwise. Such Notes may be held, reissued, resold or, at the option of the Issuer or such Subsidiary, surrendered to any Paying Agent for cancellation.

6.7 Cancellation

All Notes which are redeemed will forthwith be cancelled (together with all unmatured Coupons and Talons attached thereto or surrendered therewith at the time of redemption). All Notes so cancelled and any Notes purchased and cancelled pursuant to Condition 6.6 above (together with all unmatured

Coupons and Talons cancelled therewith) shall be forwarded to the Agent and cannot be reissued or resold.

6.8 Late payment on Zero Coupon Notes

If the amount payable in respect of any Zero Coupon Note upon redemption of such Zero Coupon Note pursuant to Condition 6.1, 6.2, 6.3 or 6.4 above or upon its becoming due and repayable as provided in Condition 9 is improperly withheld or refused, the amount due and repayable in respect of such Zero Coupon Note shall be the amount calculated as provided in Condition 6.5(c) above as though the references therein to the date fixed for the redemption or the date upon which such Zero Coupon Note becomes due and payable were replaced by references to the date which is the earlier of:

(a) the date on which all amounts due in respect of such Zero Coupon Note have been paid; and

(b) five days after the date on which the full amount of the moneys payable in respect of such Zero Coupon Notes has been received by the Agent or the Trustee and notice to that effect has been given to the Noteholders in accordance with Condition 13.

7. TAXATION

All payments of principal and interest in respect of the Notes and Coupons by or on behalf of the Issuer or the Guarantors will be made without withholding or deduction for or on account of any present or future taxes or duties of whatever nature (Taxes) imposed or levied by or on behalf of any Relevant Jurisdiction unless such withholding or deduction is required by law. In such event, the Issuer or, as the case may be, the Guarantors will pay such additional amounts as shall be necessary in order that the net amounts received by the holders of the Notes or Coupons after such withholding or deduction shall equal the respective amounts of principal and interest which would otherwise have been receivable in respect of the Notes or Coupons, as the case may be, in the absence of such withholding or deduction; except that no such additional amounts shall be payable with respect to any Note or Coupon:

(a) the holder of which is liable for such Taxes in respect of such Note or Coupon by reason of his having some connection with a Relevant Jurisdiction other than the mere holding of such Note or Coupon; or

(b) presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof would have been entitled to an additional amount on presenting the same for payment on such thirtieth day assuming, whether or not such is in fact the case, that day to have been a Payment Day (as defined in Condition 5.5); or

(c) presented for payment by or on behalf of a holder who could lawfully avoid (but has not so avoided) such withholding or deduction by making a declaration of non-residence or other similar claim for exemption to the Paying Agent to whome the relevant Note or Coupon is presented for payment.

As used herein:

(i) Relevant Jurisdiction means (a) in the case of the Issuer, the British Virgin Islands or the United Kingdom or, in either case, any political subdivision or any authority thereof or therein having power to tax or any other jurisdiction or any political subdivision or any authority thereof or therein having power to tax to which the Issuer is or becomes subject in respect of payments made by it of principal and interest (if any) on the Notes and Coupons; and (b) in the case of a Guarantor, the jurisdiction in which such Guarantor is incorporated

or any political subdivision or any authority thereof or therein having power to tax or any other jurisdiction or any political subdivision or any authority thereof or therein having power to tax to which such Guarantor is or becomes subject in respect of payments made by it under the Notes Guarantee; and

(ii) the Relevant Date means the date on which such payment first becomes due, except that, if the full amount of the moneys payable has not been duly received by the Trustee or the Agent on or prior to such due date, it means the date on which, the full amount of such moneys having been so received, notice to that effect is duly given to the Noteholders in accordance with Condition 13.

8. PRESCRIPTION

The Notes and Coupons will become void unless claims in respect of principal and/or interest are made within a period of 10 years (in the case of principal) and five years (in the case of interest) after the Relevant Date (as defined in Condition 7) therefor.

There shall not be included in any Coupon sheet issued on exchange of a Talon any Coupon the claim for payment in respect of which would be void pursuant to this Condition or Condition 5.2 or any Talon which would be void pursuant to Condition 5.2.

9. EVENTS OF DEFAULT AND ENFORCEMENT

9.1 Events of Default

The Trustee at its discretion may, and if so requested in writing by the holders of at least one-quarter in nominal amount of the Notes then outstanding or if so directed by an Extraordinary Resolution of the Noteholders shall (subject in each case to being indemnified and/or secured and/or prefunded to its satisfaction), (but, in the case of the happening of any of the events described in subparagraphs (b) to (d) excluding breaches of Conditions 3.1, 3.2 and 3.3 (other than the winding up or dissolution of the Issuer or any Material Company), and (e) to (g) inclusive and (i) below, only if the Trustee shall have certified in writing to the Issuer that such event is, in its opinion, materially prejudicial to the interests of the Noteholders) give notice to the Issuer that the Notes are, and they shall accordingly forthwith become, immediately due and repayable at their Early Redemption Amount, together with accrued interest (if any) as provided in the Trust Deed, in any of the following events (Events of Default):

(a) if default is made in the payment in the Specified Currency of any principal or interest due in respect of the Notes or any of them or if there is a failure by the Issuer to purchase or procure purchase of any Notes pursuant to Condition 6 and the default or failure continues for a period of three days; or

(b) if the Issuer or any of the Guarantors fails to perform or observe any of its other obligations under these Conditions or the Trust Deed and (except in the case of a breach of Conditions 3.1, 3.2 and 3.3 or in any case where the Trustee considers the failure to be incapable of remedy, when no continuation or notice as is hereinafter mentioned will be required) the failure continues for the period of 14 days (or such longer period as the Trustee may permit) following the service by the Trustee on the Issuer or the relevant Guarantor (as the case may be) of notice requiring the same to be remedied; or

(c) if (i) any Borrowings of the Issuer or any Material Company becomes capable of being declared due and repayable prematurely by reason of an event of default (however described), (ii) the Issuer or any Material Company fails to make any payment in respect of any Borrowings on the due date for payment as extended by any originally applicable grace

period or (iii) any security given by the Issuer or any Material Company for any Borrowings becomes enforceable; provided that no event described in this subparagraph (c) shall constitute an Event of Default unless the relevant amount of Borrowings or other relative liability due and unpaid, either alone or when aggregated (without duplication) with other amounts of Borrowings and/or other liabilities due and unpaid relative to all (if any) other events specified in (i) to (iii) above which have occurred and are continuing, amounts to at least £1,500,000 (or its equivalent in any other currency); or

(d) if any order is made by any competent court or resolution is passed for the winding up or dissolution of the Issuer or any Material Company, save for the purposes of reorganisation on terms approved in writing by the Trustee or by an Extraordinary Resolution of the Noteholders; or

(e) if the Issuer or any Material Company ceases or threatens to cease to carry on the whole or a material part of its business, save for the purposes of reorganisation on terms approved in writing by the Trustee or by an Extraordinary Resolution of the Noteholders, or the Issuer or any Material Company stops or threatens to stop payment of, or is unable to, or admits inability to, pay, its debts (or any class of its debts) as they fall due or is deemed unable to pay its debts pursuant to or for the purposes of any applicable law, or is adjudicated or found bankrupt or insolvent; or

(f) if (i) proceedings are initiated against the Issuer or any Material Company under any applicable liquidation, insolvency, composition, reorganisation or other similar laws or an application is made (or documents filed with a court) for the appointment of an administrative or other receiver, manager, administrator or other similar official, or an administrative or other receiver, manager, administrator or other similar official is appointed, in relation to the Issuer or any Material Company or, as the case may be, in relation to the whole or any part of the undertaking or assets of any of them or an encumbrancer takes possession of the whole or any part of the undertaking or assets of any of them, or a distress, execution, attachment, sequestration or other process is levied, enforced upon, sued out or put in force against the whole or any part of the undertaking or assets of any of them and (ii), in any such case (other than the appointment of an administrator or an administrative receiver appointed following presentation of a petition for an administration order) unless initiated by the relevant company, is not discharged within 14 days; or

(g) if the Issuer or any Material Company (or their respective directors or shareholders) initiates or consents to judicial proceedings relating to itself under any applicable liquidation, insolvency, composition, reorganisation or other similar laws (including the obtaining of a moratorium) or makes a conveyance or assignment for the benefit of, or enters into any composition or other arrangement with, its creditors generally (or any class of its creditors) or any meeting is convened to consider a proposal for an arrangement or composition with its creditors generally (or any class of its creditors); or

(h) if the Notes Guarantee ceases to be, or is claimed by the Issuer or any Guarantor not to be, in full force and effect; or

(i) if any event occurs which, under the laws of any Relevant Jurisdiction, has or may have, in the Trustee's opinion, an analogous effect to any of the events referred to in subparagraphs (d) to (h) above.

9.2 Enforcement

The Trustee may at any time, at its discretion and without notice, take such proceedings against the Issuer and/or the Guarantors as it may think fit to enforce the provisions of the Trust Deed, the Notes

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and the Coupons, but it shall not be bound to take any such proceedings or any other action in relation to the Trust Deed, the Notes or the Coupons unless (i) it shall have been so directed by an Extraordinary Resolution or so requested in writing by the holders of at least one-quarter in nominal amount of the Notes then outstanding and (ii) it shall have been indemnified and/or secured and/or pre-funded to its satisfaction.

No Noteholder or Couponholder shall be entitled to proceed directly against the Issuer or the Guarantors unless the Trustee, having become bound so to proceed, fails so to do within a reasonable period and the failure shall be continuing.

10. REPLACEMENT OF NOTES, COUPONS AND TALONS

Should any Note, Coupon or Talon be lost, stolen, mutilated, defaced or destroyed, it may be replaced at the specified office of the Agent upon payment by the claimant of such costs and expenses as may be incurred in connection therewith and on such terms as to evidence and indemnity as the Issuer may reasonably require. Mutilated or defaced Notes, Coupons or Talons must be surrendered before replacements will be issued.

11. PAYING AGENTS

The initial Paying Agents are set out above. If any additional Paying Agents are appointed in connection with any Series, the names of such Paying Agents will be specified in Part B of the applicable Final Terms or, as the case may be, the applicable Pricing Supplement.

The Issuer is entitled, with the prior written approval of the Trustee, to vary or terminate the appointment of any Paying Agent and/or appoint additional or other Paying Agents and/or approve any change in the specified office through which any Paying Agent acts, provided that:

(a) there will at all times be an Agent; and

(b) so long as the Notes are listed on any stock exchange or admitted to listing by any other relevant authority, there will at all times be a Paying Agent with a specified office in such place as may be required by the rules and regulations of the relevant stock exchange or other relevant authority.

In addition, the Issuer shall forthwith appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 5.4. Notice of any variation, termination, appointment or change in Paying Agents will be given to the Noteholders promptly by the Issuer in accordance with Condition 13.

In acting under the Agency Agreement, the Paying Agents act solely as agents of the Issuer and the Guarantors and, in certain circumstances specified therein, of the Trustee and do not assume any obligation to, or relationship of agency or trust with, any Noteholders or Couponholders. The Agency Agreement contains provisions permitting any entity into which any Paying Agent is merged or converted or with which it is consolidated or to which it transfers all or substantially all of its assets to become the successor paying agent.

12. EXCHANGE OF TALONS

On and after the Interest Payment Date on which the final Coupon comprised in any Coupon sheet matures, the Talon (if any) forming part of such Coupon sheet may be surrendered at the specified office of the Agent or any other Paying Agent in exchange for a further Coupon sheet including (if such further Coupon sheet does not include Coupons to (and including) the final date for the

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payment of interest due in respect of the Note to which it appertains) a further Talon, subject to the provisions of Condition 8.

13. NOTICES

All notices regarding the Notes will be deemed to be validly given if published in a leading English language daily newspaper of general circulation in London. It is expected that any such publication in a newspaper will be made in the Financial Times in London. The Issuer shall also ensure that notices are duly published in a manner which complies with the rules of any stock exchange or other relevant authority on which the Notes are for the time being listed or by which they have been admitted to trading. Any such notice will be deemed to have been given on the date of the first publication or, where required to be published in more than one newspaper, on the date of the first publication in all required newspapers. If publication as provided above is not practicable, a notice will be given in such other manner, and will be deemed to have been given on such date, as the Trustee shall approve.

Until such time as any definitive Notes are issued, there may, so long as any Global Notes representing the Notes are held in their entirety on behalf of Euroclear and/or Clearstream, Luxembourg, be substituted for such publication in such newspaper(s) the delivery of the relevant notice to Euroclear and/or Clearstream, Luxembourg for communication by them to the holders of the Notes and, in addition, for so long as any Notes are listed on a stock exchange or are admitted to trading by another relevant authority and the rules of that stock exchange or relevant authority so require, such notice will be published in a daily newspaper of general circulation in the place or places required by those rules. Any such notice shall be deemed to have been given to the holders of the Notes on the second day after the day on which the said notice was given to Euroclear and Clearstream, Luxembourg.

Notices to be given by any Noteholder shall be in writing and given by lodging the same, together (in the case of any Note in definitive form) with the relative Note or Notes, with the Agent. Whilst any of the Notes are represented by a Global Note, such notice may be given by any holder of a Note to the Agent through Euroclear and/or Clearstream, Luxembourg, as the case may be, in such manner as the Agent and Euroclear and/or Clearstream, Luxembourg, as the case may be, may approve for this purpose.

14. MEETINGS OF NOTEHOLDERS, MODIFICATION, WAIVER AND SUBSTITUTION

The Trust Deed contains provisions for convening meetings of the Noteholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of the Notes, the Coupons or any of the provisions of the Trust Deed. Such a meeting may be convened by the Issuer, the Guarantors or the Trustee and shall be convened by the Issuer if required in writing by Noteholders holding not less than five per cent. in nominal amount of the Notes for the time being remaining outstanding. The quorum at any such meeting for passing an Extraordinary Resolution is one or more persons holding or representing not less than 50 per cent. in nominal amount of the Notes for the time being outstanding, or at any adjourned meeting one or more persons being or representing Noteholders whatever the nominal amount of the Notes so held or represented, except that at any meeting the business of which includes the modification of certain provisions of the Notes or the Coupons or the Trust Deed (including modifying the date of maturity of the Notes or any date for payment of interest thereon, reducing or cancelling the amount of principal or the rate of interest payable in respect of the Notes or altering the currency of payment of the Notes or the Coupons), the quorum shall be one or more persons holding or representing not less than two-thirds in nominal amount of the Notes for the time being outstanding, or at any adjourned such meeting one or more persons holding or representing not less than one-third in nominal amount of the Notes for the time being outstanding. The Trust Deed provides that (i) a resolution passed at a meeting duly convened and held in accordance with the Trust Deed by a majority consisting of not

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less than three-fourths of the votes cast on such resolution, (ii) a resolution in writing signed by or on behalf of the holders of not less than three-fourths in nominal amount of the Notes for the time being outstanding or (iii) consent given by way of electronic consents through the relevant clearing system(s) (in a form satisfactory to the Trustee) by or on behalf of the holders of not less than three- fourths in nominal amount of the Notes for the time being outstanding, shall, in each case, be effective as an Extraordinary Resolution of the Noteholders. An Extraordinary Resolution passed by the Noteholders will be binding on all the Noteholders, whether or not they are present at any meeting, and whether or not they voted on the resolution, and on all Couponholders.

The Trustee may agree, without the consent of the Noteholders or Couponholders, to any modification of, or to the waiver or authorisation of any breach or proposed breach of, any of the provisions of the Notes or the Trust Deed, or determine, without any such consent as aforesaid, that any Event of Default or potential Event of Default shall not be treated as such, where, in any such case, it is not, in the opinion of the Trustee, materially prejudicial to the interests of the Noteholders so to do or may agree, without any such consent as aforesaid, to any modification which is of a formal, minor or technical nature or to correct a manifest error or an error which, in the opinion of the Trustee, is proven. Any such modification shall be binding on the Noteholders and the Couponholders and any such modification shall be notified to the Noteholders in accordance with Condition 13 as soon as practicable thereafter.

In connection with the exercise by it of any of its trusts, powers, authorities and discretions (including, without limitation, any modification, waiver, authorisation or determination), the Trustee shall have regard to the general interests of the Noteholders as a class (but shall not have regard to any interests arising from circumstances particular to individual Noteholders or Couponholders whatever their number) and, in particular but without limitation, shall not have regard to the consequences of any such exercise for individual Noteholders or Couponholders (whatever their number) resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory or any political sub-division thereof and the Trustee shall not be entitled to require, nor shall any Noteholder or Couponholder be entitled to claim, from the Issuer, the Guarantors, the Trustee or any other person any indemnification or payment in respect of any tax consequences of any such exercise upon individual Noteholders or Couponholders except to the extent already provided for in Condition 7 and/or any undertaking or covenant given in addition to, or in substitution for, Condition 7 pursuant to the Trust Deed.

The Trustee may, without the consent of the Noteholders, agree with the Issuer to the substitution in place of the Issuer (or of any previous substitute under this Condition) as the principal debtor under the Notes, the Coupons and the Trust Deed of another company, being a Subsidiary of the Issuer, subject to (a) the Notes being unconditionally and irrevocably guaranteed by the Issuer, (b) the Trustee being satisfied that the interests of the Noteholders will not be materially prejudiced by the substitution and (c) certain other conditions set out in the Trust Deed being complied with.

15. INDEMNIFICATION OF THE TRUSTEE AND TRUSTEE CONTRACTING WITH THE ISSUER AND/OR THE GUARANTORS

The Trust Deed contains provisions for the indemnification of the Trustee and for its relief from responsibility, including provisions relieving it from taking action unless indemnified and/or secured and/or pre-funded to its satisfaction.

The Trust Deed also contains provisions pursuant to which the Trustee is entitled, inter alia, (a) to enter into business transactions with the Issuer and/or any of its Subsidiaries and to act as trustee for the holders of any other securities issued or guaranteed by, or relating to, the Issuer and/or any of its Subsidiaries, (b) to exercise and enforce its rights, comply with its obligations and perform its duties under or in relation to any such transactions or, as the case may be, any such trusteeship without regard to the interests of, or consequences for, the Noteholders or Couponholders and (c) to retain

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and not be liable to account for any profit made or any other amount or benefit received thereby or in connection therewith.

16. FURTHER ISSUES

The Issuer shall be at liberty from time to time without the consent of the Noteholders or the Couponholders to create and issue further notes having terms and conditions the same as the Notes or the same in all respects save for the amount and date of the first payment of interest thereon and the date from which interest starts to accrue so that the same shall be consolidated and form a single Series with the outstanding Notes.

17. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

No person shall have any right to enforce any term or condition of this Note under the Contracts (Rights of Third Parties) Act 1999, but this does not affect any right or remedy of any person which exists or is available apart from that Act.

18. GOVERNING LAW AND SUBMISSION TO JURISDICTION

18.1 Governing law

The Trust Deed (including the Notes Guarantee), the Agency Agreement, the Notes, the Coupons and any non-contractual obligations arising out of or in connection with the Trust Deed (including the Notes Guarantee), the Agency Agreement, the Notes and the Coupons are governed by, and construed in accordance with, English law.

18.2 Submission to jurisdiction

(a) Subject to Condition 18.2(c) below, the English courts have exclusive jurisdiction to settle any dispute arising out of or in connection with the Trust Deed, the Notes and/or the Coupons, including any dispute as to their existence, validity, interpretation, performance, breach or termination or the consequences of their nullity and any dispute relating to any non-contractual obligations arising out of or in connection with the Trust Deed, the Notes and/or the Coupons (a Dispute) and accordingly each of the Issuer and the Trustee and any Noteholders or Couponholders in relation to any Dispute submits to the exclusive jurisdiction of the English courts.

(b) For the purposes of this Condition 18.2, the Issuer waives any objection to the English courts on the grounds that they are an inconvenient or inappropriate forum to settle any Dispute.

(c) To the extent allowed by law, the Trustee, the Noteholders and the Couponholders may, in respect of any Dispute or Disputes, take (i) proceedings in any other court with jurisdiction; and (ii) concurrent proceedings in any number of jurisdictions.

18.3 Appointment of Process Agent

The Issuer irrevocably appoints Global Switch Limited at 4th Floor Millbank Tower, 21-24 Millbank Tower, London SW1P 4QP as its agent for service of process in any proceedings before the English courts in relation to any Dispute, and agrees that, in the event of Global Switch Limited being unable or unwilling for any reason so to act, it will immediately appoint another person approved by the Trustee as its agent for service of process in England in respect of any Dispute. The Issuer agrees that failure by a process agent to notify it of any process will not invalidate service. Nothing herein shall affect the right to serve process in any other manner permitted by law.

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18.4 Other documents and the Guarantors

The Issuer and, where applicable, the Guarantors have in the Trust Deed and the Agency Agreement submitted to the jurisdiction of the English courts and appointed an agent for service of process in terms substantially similar to those set out above.

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USE OF PROCEEDS

The net proceeds from each issue of Notes will be applied by the Issuer for its general corporate purposes, including the repayment or refinancing (in whole or part) of Global Switch’s existing €600 million unsecured notes due 18 April 2018.

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INDUSTRY OVERVIEW Data centres are highly specialised forms of real estate that house critical systems, network, storage and information technology equipment and act as content and connectivity hubs to facilitate the processing, storage, sharing and distribution of data, content, application and media. The networking and computing equipment housed in data centres by tenants includes servers, server racks, switches, storage devices, mainframe computers, routers, fibre optic transmission gear, cable landing stations and structured cabling systems. The equipment has specific power, cooling, data connectivity and security requirements that are fulfilled by these specialised data centres. Data centres generally consist of highly engineered and controlled technical space that houses IT servers and other equipment. The engineering service equipment provided to sustain the operation of this IT based equipment includes backup generators and batteries, cooling systems, fire detection and suppression systems, office space, security systems, staging areas, storage space, transformers, switch gear and uninterruptible power supply systems. The technical space in a data centre can be divided into entirely separate private data suites or shared data suites (or “cages”) within a room. The IT equipment housed in a data centre by tenants consumes significant amounts of power, generates substantial heat and is particularly sensitive to fluctuations in power quality as well as changes in temperature and humidity. As a result, continuous monitoring and control of the data centre environment by management systems of power, ventilation, cooling, heating, fire detection and suppression and humidity is critical. Data centres normally have raised access flooring with subfloor plenums to accommodate air circulation, cooling ducts and vents and power cabling, as well as ceiling mounted cable trays for additional wiring and overhead fire detection and suppression systems. Due to the critical nature of the tenant’s equipment and the data they store and process, data centres require continuous operational uptime and high levels of physical security, which include measures such as redundant or backup power supplies and access control systems.

Whereas data centres were historically utilised principally for data storage and for mainframe computer operations, today data centres are increasingly used for “open system” or “server based” data processing in support of hosting applications that require robust network connectivity. Data centres that provide access to connectivity with multiple telecommunication carriers and internet service providers (ISPs) can improve application resilience and reliability, together with network latency, or distance related delays, for tenants. Telecommunication carriers and tenants use data centres for access to multiple telecommunication carriers for interconnection and trading of network services and for access to other tenants.

Types of Market Data centre investment yields and valuations are primarily defined by geographic locations, with the most attractive properties operating in Tier 1 locations. Global Switch believes that there are five Tier 1 locations in Europe and five Tier 1 locations in Asia Pacific. Tier 1 locations are defined as major telecommunication, financial and internet hubs that serve all five major data centre tenant types (i) telecommunication companies, (ii) system integrators, (iii) managed service providers and other hosting intermediaries, (iv) enterprises (including financial institutions) and (v) public sector. Telecommunication companies, system integrators and managed service providers may also provide cloud services. In Europe, the Tier 1 locations are Amsterdam, Frankfurt, London, Madrid and Paris. In Asia Pacific, the Tier 1 locations are Hong Kong, Shanghai, Singapore, Sydney and Tokyo. Including Global Switch’s Hong Kong development, it is present in eight of these ten Tier 1 locations , with the addition of the Shanghai joint venture with Daily-Tech Beijing Co., Ltd (Daily-Tech).

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Tier 1 locations have the following characteristics: Major Cities with Immediate Access to Strong Local Demand: Cities with a large population base in developed countries tend to have higher broadband interest penetration levels. In addition, the high level of local economic activity in larger cities creates strong demand for data centre services.

Presence of Major Fibre Routes and Internet Exchanges: Although hundreds of network nodes exist, there are a select few internet exchange points that are network dense, provide low latency and are perceived to be superior, exchanging hundreds of Terabits of traffic each second through public or private interconnection. Tenants and prospective tenants typically need to pay higher lease rates for space and power given the greater demand and limited supply of these facilities.

Higher Barriers to Entry: Tier 1 locations exhibit higher barriers to entry, especially in Europe and Asia Pacific. These high barriers to entry include: (i) the scarcity of sites of any size in strategic city centre Tier 1 locations, (ii) the lack of freely available incremental high voltage power alongside connectivity from multiple telecommunications carriers and ISPs, (iii) incumbent operators hold the advantage in established key relationships with tenants, power utilities and telecommunications carriers, (iv) the large amount of capital required and the complexity of executing developments within budget and time constraints (v) the significant lead time of up to three years required to complete a new data centre (vi) an established track record in-market provides a clear advantage in attracting prospective tenants and (vii) scarcity of specialist staff required to design, build and operate data centres. A strong brand, track record for operational and technical expertise and significant financial resources are typically required in order to secure and successfully develop larger scale data centres in Tier 1 locations.

By contrast, outside these Tier 1 locations, barriers to entry are lower and pricing, investment yields and valuations are under greater competitive pressure.

Types of Data Centres There are two major categories of data centres: in-house and out-sourced. In-house, represents around 85% of the market globally as at the date of this Base Prospectus. However this is forecast to reduce as the outsourced market continues to grow to meet increasing demand from prospective tenants. Broad Group believes there will be increasing levels of outsourcing in the Western European data centre market, growing from 22% (2015) to 46% (2020) of the overall data centre market in line with similar trends in North America. (Source Broad Group, Data Centres Europe 7, November 2016).

In-house Data Centres Corporate In-house Data Centres: The majority of companies still own and operate their own data centres. These facilities may be as small as single server rooms within a company’s office space or as large as stand- alone, purpose-built data centres. Companies may choose to operate in-house data centres because IT infrastructure is perceived to be a core competency and an important element of their business value proposition. In-house data centres represent the majority of the market although the overall share of the market is falling.

Outsourced Data Centres IT System Integrator Data Centres: In general, IT systems integrators do not sell colocation space as a stand-alone offering, but include access to data centre services as part of a fully integrated IT service offering typically for medium or larger sized enterprises. Unlike wholesale or colocation providers, IT system integrators typically own and manage the servers, and utilise the equipment that is housed in the data centre. IT system integrators include Capgemini, HP, IBM and Tata. Systems Integrators are often tenants of carrier neutral providers such as Global Switch.

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Telecommunication Carrier-operated Data Centres: Telecommunication carrier-operated data centres offer colocation services allowing tenants to connect via the telecommunication carrier’s own network or, by exception, to other telecommunication carriers if there is sufficient demand. Rental of space and connectivity services are typically bundled together. Network-operated data centres do not offer their tenants the cost efficiencies associated with access to multiples networks. Telecommunication Carriers that operate their own data centres include BT, Colt Group, Level 3, NTT and Verizon. Telecommunication carriers are often tenants of carrier neutral providers such as Global Switch. Carrier Neutral Data Centres: Carrier neutral data centre providers are property companies that offer customers power, cooling and security with space which is leased or otherwise provided to customers typically under long leases or services agreements, and which are typically defined by a large MW capacity. Carrier neutral data centres offer customers access to multiple providers of connectivity and are product and services neutral. Carrier neutral data centre providers offer high network resilience delivered by multiple telecommunications carriers as well as multiple ISPs. This offers customers an environment well suited for the deployment of network-centric applications, such as cloud-based applications that are accessed over a network. Carrier neutral data centres often offer additional services, such as cross connects, security, reporting, technical cleaning and access management. Examples of carrier neutral data centre providers include Global Switch, Digital Realty Trust and DuPont Fabros Technology. Retail Colocation Data Centres: Retail colocation data centres are generally carrier neutral and enable tenants to connect to multiple network providers. Retail colocation data centres typically have a smaller critical power load, generally 3.0 to 5.0 MW, than larger wholesale data centres. Operators generally lease their premises rather than own them, which creates a lease renewal risk for the both operator and tenant and may impact asset lifecycle investment decisions. Tenants typically include smaller companies which have outsourced their IT infrastructure and lease space in the data centre for short periods, typically under one or two year license agreements. Retail colocation data centre providers include Equinix and Interxion. Retail colocation providers are often tenants of carrier neutral providers such as Global Switch. Global Switch operates some limited direct retail colocation space. All of the four types of data centres highlighted above are typically fully-fitted data centres; however, the first three types of data centre may also be powered-core data centres (or shell and core data centres). Powered Core Data Centres: Powered core providers are typically real estate companies that offer tenants access to a large building shell with basic cooling and power infrastructure. Due to the significant capital expenditure to fit out the data centres, such tenants are typically large scale space users and therefore most powered core data centres have lower tenant density. As such, these tenants typically have fewer connectivity options. Powered core data centres typically have lower investment yields than fully-fitted data centres. Examples of these data centre providers include Digital Realty Trust. Global Switch does not offer a powered core data centre product. Fully-Fitted Data Centres: Fully-fitted data centres are centres that, in addition to basic cooling and power infrastructure, provide tenants with access floors, segregated areas, power distribution systems, uninterruptible power supply systems, including backup generators and batteries, cooling systems, fire suppression systems, security systems, IT equipment staging areas and office space. Tenants of fully fitted data centres typically only invest in their IT equipment and systems such as racks and servers. Given the preference from certain tenants for lower capital expenditure, these assets typically achieve greater investment yields compared to the powered core rentals. Fully-fitted data centre providers include Global Switch, CoreSite and Dupont Fabros Technology.

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Data Centre Industry Evolution The data centre services industry has matured significantly over the past decade. The tenant base has expanded from emerging internet companies and telecommunication carriers to an increasingly wide variety of established businesses and government bodies. These entities increasingly utilise data centres not only as sites for data storage but also as computing centres to process data and operate customer-facing applications. This diverse and established customer base has driven significant demand for carrier-neutral and product- neutral data centre services.

In recent years the growing sophistication and adoption of web-based applications such as cloud computing, including software-as-a-service, platform-as-a-service and infrastructure-as-a-service, has led to a clear stratification within the data centre industry between connectivity-driven and non connectivity-driven providers. Market leadership is largely a factor of premium locations with network density, tenant diversification, carrier, service and product neutrality, site scale and property ownership.

Cloud Computing: Previously identified as “grid computing” when developed for large scale end users (banks etc.). This technology allows users to virtualise servers and bring them into service quickly and cost effectively by making better use of spare capacity within physical servers. However for cloud services to operate effectively, physical IT (such as assets, servers and storage) need to be powered resiliently and cooled efficiently.

Cloud computing that is provided on any scale, such as enterprise grade cloud is dependent on highly resilient data centre space. It is evident that the hyperscale cloud providers, such as Amazon Web Services, Google, Microsoft and IBM/Softlayer, are moving to much higher density formats. As demand grows, they require data centre infrastructure that can expand rapidly in a flexible way by adding additional nodes to the cluster. Large scale data centres with large floorplates, such as those owned by Global Switch, are well positioned to meet this demand.

Demand Drivers for Outsourced Data Centres Outsourced data centre growth is driven by a number of secular trends including the following:

Exponential Internet Traffic and Bandwidth Growth: This increase is due to the decreased cost of internet access for end users, increased broadband penetration, increased usage of high-bandwidth content, increased number of wireless access points and increased availability of internet and network based applications. According to the 2016 Cisco Visual Networking Index, Global IP traffic is expected to grow at a compound annual growth rate of 22% from 2015 to 2020.

Trend to Outsourcing: There is a continuing trend across in-house data centre operators to outsource their IT activities as their data centre needs expand. Decisions at corporations between outsourcing and organic expansion is typically driven by the capital expenditure and operating expense savings derived through shared infrastructure and the ability to source lower connectivity costs from data centres attracting multiple network connectivity. Broad Group believes there will be increasing levels of outsourcing in the Western European data centre market, growing from 22% (2015) to 46% (2020) in line with similar trends in North America.

Growth in Cloud Computing: Cloud applications require stable, scalable platforms in multiple geographies on which to operate, with low latency access to end users. For all but the largest cloud infrastructure operators, in-house data centres across multiple jurisdictions can be complex and expensive to manage. According to the 2016 Cisco Global Cloud Index, Cloud Data Centre Traffic is expected to grow at a compound annual growth rate of 30% between 2015 and 2020.

Consumer Device Proliferation: The proliferation of new devices fuels consumer demand for application and content delivery and thereby demands for resilient, low latency IP and cloud infrastructure. According to the

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Cisco VNI Mobile, 2017, the number of IPv6 capable smartphones and tablets is expected to grow at a compound annual growth rate of 18% between 2016 and 2021.

Stricter Regulation: Further regulation and legislation around the storage of data, especially in the financial services, results in demand for secure, multi jurisdictional data centres.

Resilience Requirements: The increasing demand for server resilience requires specialist buildings with guaranteed levels of power uptime and security. Upgrading existing facilities requires significant capital expenditure, time to development, risk and expertise. Barriers to Entry for Data Centre Operators Significant barriers to entry exist in the outsourced data centre market. This is mainly driven by the need to convince a number of key stakeholders, ranging from key tenants to suppliers of connectivity and power, that the operator has a reputable brand, associated track record and the financial backing to deliver on highly complex, large scale developments in prized strategic locations. Hyperscale customers have requirements for large scale data centres with broad floorplates such as those which Global Switch provide in which there is capacity to expand at short notice. To offer this capacity while still providing a multi-tenant, Tier 1 location, data centre with high levels of connectivity requires significant capital and long timescales. Strategic Locations: City centre locations in Tier 1 cities are preferred as latency issues are minimised. Sites in network dense locations of any size, especially in Europe and Asia Pacific are scarce and/or challenging to secure.

Power and Connectivity: Access to abundant, continuous power with reliable back up requires planning and substantial investment. There are long lead times to build and high costs associated with attracting connectivity access to multiple telecommunication carriers and ISPs. Incumbent Operators Have a Clear Advantage: Incumbent operators benefit from having secured key sites and established key relationships with tenants, power utilities and telecommunications carriers. For tenants, the cost, operational risk and inconvenience involved in relocating to another data centre is significant with most having invested substantially in IT equipment and infrastructure within a data centre.

Cost and Complexity: Building a data centre requires significant investment, technical expertise, regulatory compliance and planning and development approvals.

Long Development Lead Times: Significant lead times of up to three years are required to complete new data centre developments creating both financing and execution risks.

Established Track Record: Operators with long track records of best-in-class operational performance have a clear advantage in attracting tenants as well as securing power and connectivity for the data centres.

Skilled Staff: Data centre development requires not only design and construction expertise but also skilled staff to operate and maintain fully resilient facilities.

Supply Considerations

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The growth of global outsourced data centre operators and their access to the capital markets has prompted the development of new supply in a number of Global Switch’s markets. In general this new supply has met prevailing demand, such that there has been limited change in the net absorption of available space. Furthermore, recent merger activity, in particular in Europe, together with a greater focus on returns on capital by data centre operators, has led to a rational market with little speculative development activity taking place. The inherent constraints particular to new development in Tier 1 locations will also continue to moderate supply in Global Switch’s markets..

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DESCRIPTION OF THE ISSUER

Global Switch Holdings Limited (the Issuer, and together with its Subsidiaries, Global Switch) is a leading real estate owner, operator and developer of large-scale, carrier and cloud-neutral, multi-tenanted data centres in Europe and Asia Pacific (based upon operational square footage, according to 451 Research, September 2016).

Global Switch owns and operates a portfolio of ten fully fitted data centres with an aggregate gross floor area of over 300,000 square metres across seven markets. Global Switch’s core offering is technical space with redundant power and cooling, security and sophisticated infrastructure and environmental monitoring for its Tenants to house their computer servers, network equipment and other IT infrastructure. Global Switch’s primary product offerings include private data suites and shared data suites, or cages. Private suites are dedicated suites tailored to the needs of individual business Tenants. Shared data suites are smaller secured private areas for Tenants with medium sized IT space requirements. In addition to these primary product offerings, Global Switch offers its Tenants racks for colocation, meet me rooms for interconnects, as well as other additional services including design and build expertise, office space, and a limited range of operational services, such as fibre cable installation and technical cleaning.

As of 31 December 2016, Global Switch’s data centre portfolio has a property value of £4,948 million. There were approximately 1,200 contracts with over 350 different Tenants across the portfolio, with two thirds of rent derived from Tenants present in more than one Global Switch data centre. As of 31 December 2016, the average occupancy rate across Global Switch’s data centre properties was 89% of available space (that is space excluding unfitted space and space held for redevelopment) or 83% of all fitted and unfitted technical space, with seven sites at or near full occupancy.

For the year ended 31 December 2016, Global Switch’s total revenue was £369 million and its EBITDA was £254 million. Revenue and EBITDA grew 5.6% and 5.5%, respectively, for the year ended 31 December 2016 compared to the year ended 31 December 2015. Global Switch’s EBITDA margin for the year ended 31 December 2016 was 69%, compared to 69% for the year ended 31 December 2015. The financial information set out in this paragraph is as per the audited consolidated financial statements of the Issuer for the year ended 31 December 2016.

Competitive Strengths

Exclusively positioned in strategic central, network dense locations within Tier 1 markets with multiple carrier connectivity

Global Switch operates its large-scale, carrier and cloud-neutral, multi-tenanted data centres exclusively in Tier 1 markets in Europe and Asia Pacific where it is strategically and centrally located close to metropolitan business, communication and internet hubs with all five types of data centre tenants present (see further “Industry Overview”) and the majority of the leading cloud service providers present in all of its sites. Global Switch believes that demand from both existing and prospective Tenants within these markets is enhanced by operational requirements for low latency and high interconnectivity alongside a strong preference for sites with multiple carrier connectivity.

All of Global Switch’s data centres are network dense internet gateways with market leading multiple-carrier connectivity. Global Switch’s large-scale, multi-tenanted sites attract an average of 24 Tier 1 and Tier 2 telecommunication carriers into each data centre compared to what Global Switch believes to be three to four for a typical sole tenant site. Through operating in strategic central, network dense locations in Tier 1 markets, Global Switch achieves a pricing premium on rents, landlord friendly lease terms and greater Tenant retention. The ownership of this multiple-carrier connectivity also allows Global Switch to control and charge for cross connects as a further source of ancillary revenue growth.

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This level of carrier connectivity, together with the connectivity of ISPs and internet exchanges, positions Global Switch to not only attract large enterprise Tenants but also small and medium sized retail Tenants. These retail Tenants typically occupy racks and small cages and require high connectivity solutions as part of their business functionality. Global Switch is able to capture this retail demand, both directly from a concentrated number of retail Tenants and indirectly through intermediate hosting companies (e.g. managed service and colocation providers) and telecommunication companies that operate a retail hosting business. Direct retail tenants and intermediate hosting companies make up approximately 7% and 18% of Global Switch’s annualised lease revenue respectively, as of 31 December 2016. In addition to this direct and intermediate reseller exposure, it is estimated by Global Switch that approximately one fifth of the space Global Switch leases to telecommunication companies is used for their own retail hosting businesses. This additional indirect retail exposure equates to approximately 6% of annualised lease revenue, taking the estimated total share derived from retail customers up to 31%, as of 31 December 2016.

High barriers to entry protecting high quality, strategically located, geographically diverse properties in Europe and Asia Pacific

Global Switch’s long term market leading position is supported by the data centre industry’s high barriers to entry, further enhanced by the specific nature of operating strategic central locations in Tier 1 markets. These high barriers to entry include: (i) the scarcity of sites of any size in the strategic central locations within Tier 1 markets, (ii) the lack of freely available incremental high voltage power alongside connectivity from multiple telecommunications carriers and Internet Service Providers, (iii) the advantage incumbent operators hold in established key relationships with Tenants, power utilities and telecommunications carriers, (iv) the large amount of capital required and the complexity of executing developments within budget and time constraints (v) the significant lead time of up to three years required to complete a new data centre (vi) the clear advantage an established track record in-market provides in attracting prospective Tenants and (vii) the scarcity of specialist staff required to design, build and operate data centres in the respective local markets. A strong brand, track record for operational and technical expertise and significant financial resources are typically required in order to secure and successfully develop larger scale data centres for Tier 1 markets.

Pricing trends in certain markets, especially in North America, have demonstrated the importance of owning and operating a high quality data centre portfolio across multiple Tier 1 markets. Global Switch is located in all of the five Tier 1 markets in Europe and three out of the five (including Hong Kong ) Tier 1 markets in Asia Pacific. Whilst Global Switch provides services to many North American companies, it has no physical data centre presence in North America. These European and Asia Pacific Tier 1 markets offer comparatively higher barriers to entry, reduced competition and therefore typically support premium priced data centres. In addition, Global Switch data centres are in strategic and central locations within Tier 1 markets. Global Switch believes these factors allow it to obtain premium rents and achieve low Tenant churn and higher sustainable demand across the portfolio.

Carrier, product and services neutral leases with standard pricing and leasing terms

Global Switch’s portfolio attracts Tenants looking to optimise their ability to tender for network, product and services offered by a wide range of potential third party providers. Global Switch does not compete with these providers but instead offers the environment in which Tenants are able to leverage their global and local relationships and optimise both cost and offering while signing into long term, underlying data centre contracts. By contrast, in telecommunication carrier-operated and IT system integrator data centres, the considerable investment in IT equipment and other costs of relocation often become barriers to retendering overlaid service and product contracts.

Global Switch benefits from contractually guaranteed income, with service agreements typically five years in length and the majority of the time, containing annual price escalation provisions of approximately 2% to 4%, and which include the ability to pass through power charges and other variable costs to Tenants.

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Freehold or long lease ownership of high quality large-scale data centres provides Global Switch with significant operating leverage across its fully-fitted portfolio driving industry leading margins

Global Switch owns and operates all of its fully-fitted data centres under freehold or under the longest leasehold available in markets where freeholds are not offered due to local regulation. Global Switch believes its property ownership provides its Tenants with the confidence to enter into long term leases and incur substantial fit out costs and enables Global Switch to make long term investment decisions to ensure that its data centres continue to meet Tenant requirements. Global Switch’s investments are principally in heavy mechanical and electrical plant and equipment based on tried and tested technology, with effective lives of approximately 25 years and a limited risk of technological obsolescence. This fully-fitted business model provides Global Switch with strong revenue visibility, accompanied by high margins and low fixed costs.

Global Switch is able to take advantage of economies of scale by operating large data centres that each offer at least 10,000 square metres of gross floor area. This scale contributes to a reduction in fixed costs per data centre as a percentage of revenues over time while increasing operating cash flow. Large-scale data centres have significantly lower operating and maintenance costs per square metre or kW of power capacity than smaller data centres. The shared infrastructure also allows Global Switch to stage its capital expenditure to match its revenues. This improves Global Switch’s return on capital and its Tenants benefit from lower operating expenses. Global Switch has industry leading EBITDA margins of 69% for the twelve month period ended 31 December 2016.

Multi-tenanted data centre portfolio creates a high quality and diverse Tenant base

Global Switch’s data centre portfolio and Tenant focused business model allow it to attract a Tenant base characterised by strong credit quality and diversity across industries and geographies. Global Switch’s Tenants represent companies from a wide range of business segments including leading global and national brands as well as significant government and public bodies. As at 31 December 2016, Global Switch had approximately two-thirds of contracted annualised leased revenue relating to Tenants whose parent company have an investment grade credit rating. The largest Tenant had multiple non-coterminous leases with staggered lease maturities from financial year 2017 to financial year 2024, and uses the space to provide services to its own Tenants under multiple sub-contracts. As at 31 December 2016, Global Switch’s top 20 Tenants by contracted rent had an average remaining lease maturity of 4.1 years with 82.2% of contracted annualised lease revenues derived from Tenants present in multiple Global Switch data centres.

Highly resilient shared infrastructure with superior operational performances driving high retention rates and low Tenant churn

Global Switch’s strategy is to offer high-quality Tier III or higher operated data centres and superior operations performances. A Tier III data centre is an industry standard classification for a data centre composed of redundant power and cooling distribution paths, providing a minimum of 99.982% availability. (See “Data Centre Standards Overview” below.) Historically, Global Switch has achieved 99.999% uptime reliability or better. Global Switch’s data centres provide access to multiple telecommunications carriers as well as substantial standby power generation and chiller capacity required to operate and cool the data centres. Global Switch believes that its high level of Tenant service and best-in-class operational resilience contributes to an industry low churn rate, evidenced by its consistently high Tenant retention rate.

Experienced management team/supportive shareholders

Global Switch believes that its senior management team’s extensive experience in the development and management of data centres, as well as its experience in real estate industries generally provides it with a key competitive advantage. Global Switch’s senior management team of nine has an average of more than 26 years of relevant industry or professional experience. The Managing Directors of Global Switch’s individual data centres also have a significant amount of experience in data centres and real estate generally as well as

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relevant professional experience (an average of approximately 24 years). Global Switch has grown its occupancy rates for the portfolio from 38% in 2004 to 89% of available space (that is space excluding unfitted space and space held for redevelopment) or 83% of all fitted and unfitted technical space, in each case as at 31 December 2016, whilst also developing new space. Under the influence of the Issuer’s largest shareholder, Aldersgate Investments Limited (Aldersgate), the management team has increased the valuation of the European portfolio from £429 million (6 properties) at 31 December 2006 to £2,931 million (7 properties) at 31 December 2016 and the valuation of the Asia Pacific portfolio from £502.4 million (2 properties) at 31 March 2009, the earliest valuation date, to £2,016 million (5 properties) at 31 December 2016. Current expansion of the portfolio is supported by the new shareholder, Elegant Jubilee Ltd that has introduced new customers leading to large pre-commitments by Daily-Tech of 15MW in Hong Kong and 7MW in Singapore with China Telecom Global as the end customer in Hong Kong.

Aldersgate is indirectly wholly owned by David and Simon Reuben, who have a successful track record with more than 40 years of experience investing in property and asset backed businesses. Elegant Jubilee Ltd is indirectly wholly owned by a consortium of 15 high quality, institutional and private sector Chinese corporate investors, led by Li Qiang, a successful entrepreneur with significant business experience in the Chinese telecommunications and internet markets. (See further “Shareholders”.)

Growth Strategy

Global Switch’s growth strategy is responsive to market conditions, in particular the growing demand for hyperscale space in the form of large scale, high density flexible formats and the rapid expansion of Chinese internet and telecommunications providers into Asia and Europe, consistent with that country’s Belt and Road initiatives. Accordingly, Global Switch will seek to increase occupancy rates in existing data centres; selectively redevelop existing spaces to increase power densities and yields on that space; and develop new data centres in Tier 1 markets.

Increase occupancy rates and pricing across both wholesale and retail with a focus on premium Tenants

Global Switch targets an occupancy rate for each data centre in excess of 99%, achieved by the efficient utilisation of the technical space in data centres. It currently has an overall occupancy rate of 89% of available space (that is space excluding unfitted space and space held for redevelopment) or 83% of all fitted and unfitted technical space. Global Switch aims to achieve an increase in occupancy rates by targeting premium Tenants who are globally and nationally recognised across a diverse range of industry sectors. Premium Tenants are characterised by a strong financial profile, substantial and growing power and space requirements and favour longer term lease arrangements. These Tenants are also more likely to be repeat Tenants with the Global Switch portfolio of data centres, with over 73% of new space leased to existing Tenants over the past three years (1 January 2014 to 31 December 2016). All new Tenants undergo a financial covenant strength assessment.

In addition to its wholesale Tenant base, Global Switch will continue to increase occupancy from the retail segment, which offers relatively higher rental yields compared to the standard wholesale segment. In addition, retail Tenants tend to lease smaller areas that would be unattractive to larger, wholesale Tenants and thus would often remain vacant. Global Switch’s leases typically contain annual price escalation provisions of approximately 2% to 4% and include the right to pass through power charges and other variable costs to Tenants.

Maximise returns from existing portfolio and increase yields

Global Switch has historically achieved strong reversionary uplifts on lease renewals and believes that the average rental rate for certain existing Tenant leases provides scope for further uplift. Going forward, Global Switch intends to seek to renew leases at higher rates where the market allows, thereby attempting to generate an increase in revenues and cash flows.

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Subject to power availability, Global Switch is able to review its portfolio and, where economic, invest to selectively re-develop existing space to meet customer demand and to increase return on capital. This involves the upgrading of existing technical space and the associated base infrastructure; improving energy efficiency and increasing power densities in large private suites from original design capacities to up to 2000W/sqm for Global Switch’s major cloud based customers. Global Switch will also invest to improve access for its carrier and cloud service providers by building new Meet me rooms and by converting non- technical space into high yielding technical space.

Global Switch will aim to attract premium Tenants by providing best-in-class, highly specialised, resilient data centres with carrier, product and service neutral mission critical infrastructure and equipment. In addition, Global Switch continually seeks to make improvements to its operating procedures, to employ highly skilled staff across the business and to utilise sophisticated monitoring and management systems.

Leverage favourable industry fundamentals, further supported by the growing importance of cloud and connectivity capabilities

Global Switch intends to take advantage of continuing drivers of demand in the data centre industry, in particular by making available large scale high density space. The data centre industry benefits from growing internet traffic and bandwidth requirements and strong growth in both the number of internet users and intensity of usage, as well as increased data centre demand driven by the huge growth of cloud computing and new devices that fuel consumer demand for applications and content delivery. The increasing demand in turn requires increasing server resilience and, therefore, specialist buildings.

In addition, the data centre industry continues to benefit from an outsourcing trend, in which corporations continue to outsource their IT activities as their data centre needs expand and as a result of further legislation and regulation around the storage of data.

Develop new data centres in line with a clearly defined and disciplined organic growth strategy

While Global Switch is committed to a strategy of sustainable growth, it has a conservative development strategy that seeks to minimise cash outlay and execution risk. Geographically, Global Switch is focused on Europe and Asia-Pacific, areas with attractive market characteristics. Global Switch concentrates developments and acquisitions on strategic central locations in Tier 1 markets in Europe and Asia-Pacific where all of Global Switch’s Tenant types are located.

Global Switch deploys capital on new developments on existing sites in existing markets to maximise plot ratios and leverage campus related synergies such as existing power, connectivity, Tenants and operations. In addition, Global Switch develops new sites in new Tier 1 markets to better capture increased market demand.

In anticipation of further development activity, in recent years the Company has increased the capacity of its Delivery Group in order to have full capability in both Europe and Asia-Pacific.

In order to satisfy expanding demand from hyperscale and other customers for large scale, high density formats and emerging demand from Chinese businesses (including the substantial pre-commitments with Daily-Tech in Hong Kong and Singapore), Global Switch has accelerated its development activity with major construction works currently taking place in Hong Kong, Singapore and Sydney. Daily-Tech has entered into contracts to take substantial space and power requirements by way of a 15MW pre-commitment in Hong Kong and a 7MW pre-commitment in the new Singapore data centre to be located in the Woodlands area. In addition, there is a large scale customer demand pipeline based on exclusive or preferred arrangements under joint marketing or cooperation agreements, representing power and space requirements of 26MW in Hong Kong, 11MW in Singapore and 6MW in Frankfurt.

Global Switch has begun construction of its new development in Hong Kong, comprising a 100 MVA data centre located on the Tseung Kwan O (TKO) Science and Technology Park. The data centre is close to the

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Hong Kong Stock Exchange and HSBC data centres, as well as the TKO submarine cable landing station, and will provide low latency connectivity to all major business districts in Hong Kong. Global Switch has recently received confirmation of approval for an increased power supply from the CLP Group and for an increased plot ratio and allowable gross floor area for the site from Hong Kong Science & Technology Parks. This would allow for the delivery of a larger 71,000 gross square metre scheme in Hong Kong. Once all stages are complete, the data centre will become the largest carrier neutral data centre in Hong Kong.

The joint venture entered into with Daily-Tech and announced by Global Switch in December 2016 is expected to result in the development of a new data centre in the free trade zone of Shanghai becoming available to meet the data centre needs of Global Switch’s customers entering Shanghai. The Hong Kong and the proposed Shanghai developments are examples of Global Switch’s expansion into new Tier 1 markets. In addition, Global Switch is developing new space at its data centres in Sydney and Singapore, and owns land adjacent to existing data centres in Amsterdam, Frankfurt and London on which it intends to develop additional capacity as customer demand merits.

Over the longer term, Global Switch intends to focus on new and potential Asia-Pacific Tier 1 markets and potential European Tier 1 markets, should they emerge. Examples of such potential emerging markets include India and Italy.

Global Switch adheres to what it believes are strict investment guidelines for all development projects to maximise portfolio value and mitigate development risks. The development methodology focuses on the identification, transfer and mitigation of risk at all stages through the construction process. Industry standard construction contracts are utilised with specific amendments to improve Global Switch’s security. For major new developments or smaller complex developments Global Switch employs contracts on a fixed (or gross maximum price) price basis with suitably qualified contractors. No material financial commitments are made prior to obtaining planning permission, and construction only commences after securing significant Tenant pre-commitments, power and connectivity. Complete transaction security packages including bank guarantees, parent company guarantees, liquidated damages, liquidated delay damages and in the case of end customers, step-in rights and other completion support security are obtained. Staged and sequenced construction minimises cash outlay prior to revenue generation and enables Global Switch to respond to Tenant demand quickly and with reduced investment spend.

Global Switch will consider acquisitions of suitably engineered data centres where they fit in with its existing business model and portfolio profile. To date, Global Switch has not identified any existing data centres for purchase in strategic central locations in Tier 1 markets that meet Global Switch’s business model of offering large-scale data centres with high connectivity, low latency and network neutrality. Future potential acquisitions would need to complement Global Switch’s geographic expansion in strategic central locations in Tier 1 markets in Europe and Asia Pacific as well as extend its Tenant base.

Financial Strategy

Global Switch’s financial strategy is to maintain conservative financial policies and strong investment grade credit ratings whilst maximising returns on capital.

Global Switch will continue to actively manage its business under what it believes to be a disciplined financial strategy so as to maintain strong liquidity, a conservative capital structure and comfortable headroom under its investment grade ratings guidance. Global Switch has a record of strong financial performance, with revenue and EBITDA compound annual growth rates from financial year ending 31 March 2009 to financial year ending 31 December 2016 of 10% and 14%, respectively. Global Switch has a policy of diversifying its sources of debt finance and maintaining a balanced spread of debt maturities, with an average debt maturity of 2.7 years. Global Switch has been operating free cash flow positive (which Global Switch defines as EBITDA less capital expenditures) for the last five full financial years. Global Switch plans to maintain a self-funding business model with low recurring capital expenditure, giving it the flexibility to expand, whilst being able to service debt and meet proposed future dividend payments. Global

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Switch’s new development programme may require drawings under the recently upsized £425 million revolving credit facility. Further, the shareholders have resolved that Global Switch will not pay any further dividends before at least March 2019.

Under international accounting standards, it is necessary to provide a deferred tax liability in respect of increased property values, irrespective of the likelihood of the tax liability crystallising in the future. Accordingly, the audited consolidated financial statements of the Issuer as at 31 December 2016 include a deferred tax liability on investment property of £792.3 million (31 December 2015: £698.8 million), which would only arise if the data centre properties were sold as individual assets. It is the view of the board of directors of the Issuer (the Board) that the likelihood of this occurring is remote, as it is not the objective of the business to realise value from the sale of individual property assets and the Board would consider taking appropriate steps to mitigate the crystallisation of tax charges should any such transactions be required. The Group’s net assets at 31 December 2016 would increase from £3,042.0 million to £3,834.3 million if this deferred tax liability was not included in the audited consolidated financial statements of the Issuer as at 31 December 2016.

As at the date hereof, Global Switch is the highest rated data centre company globally, with investment grade credit ratings from Fitch (BBB+), Standard and Poor’s (BBB) and Moody’s (Baa2).

Services

Overview

Global Switch offers a range of primary letting solutions and ancillary offerings which allow it to maximise data centre revenues and cash flows. These include private data suites, shared data suites, racks and Meet me rooms.

The key data centre infrastructure that Global Switch provides includes:

• Power. Global Switch provides Tenants with flexible power densities with multiple layers of redundancy to meet their requirements and adopts a policy of passing through all electricity costs to its Tenants based upon consumption.

• Cooling. Global Switch creates environments that maximise cooling efficiency and works with its Tenants to optimise equipment lay-out, balance critical airflows and deliver constant temperatures and humidity.

• Security. Global Switch ensures high data centre environmental security, through integrated electronic access control, CCTV surveillance and qualified on-site security personnel. In addition, Global Switch provides its Tenants with advance warning communications regarding potential physical and electronic threats.

• Monitoring and management of infrastructure and environment. Global Switch’s entire critical infrastructure is managed and monitored using highly sophisticated building management systems, which enable its on-site facilities management team to scrutinise all key components from power and cooling to security and access. These processes are there to identify any discrepancies in the power, cooling and environment or security performance of Global Switch’s data centres. This monitoring is backed up by 24 / 7 security and technical support teams.

Primary letting solutions (over 95% of lettable space for financial year 2016)

• Private data suites. Global Switch offers Tenants the opportunity to create a tailored data centre space to suit individual business requirements. Tenants of these suites are able to specify technical and environmental requirements and use their preferred service providers. Private data suites represent 71% of Global Switch’s overall lease space in square metres and typically occupy more

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than 250 square metres of space as of 31 December 2016. Standard lease terms for private data suites are ten years, fixed indexation and pricing based upon the amount of space taken and the credit quality of the Tenant.

• Shared data suites. Shared data suites, or cages, offer the benefits of large-scale resilience for medium sized IT space requirements. These suites provide secure private areas for Tenants and offer flexibility in design and layout. These suites represent 23% of Global Switch’s overall lease space in square metres and typically occupy more than 100 square metres of space as of 31 December 2016. Standard lease terms for these suites are five years, fixed indexation and pricing at a premium to private data suites.

• Colocation Racks. Global Switch provides secured racks within cages. Racks provide a resource for Tenants who need to maintain business-critical IT capabilities in a third-party location. Racks also enable Tenants to grow their IT systems with greater ease. Racks provide a highly flexible and cost- effective option for housing network and IT equipment.

• Meet me rooms. Global Switch’s carrier-neutral status ensures that telecommunications carriers and ISPs are able to establish points of presence throughout Global Switch’s data centres. The diversely routed Meet me rooms allow Tenants to connect directly to all telecommunications carriers and ISPs.

Ancillary offerings (5% of lettable space for financial year 2016)

• Cross connects. Global Switch offers connection services to link Tenants to other Tenants, telecommunications carriers and Internet Service Providers.

• Other service offerings. Global Switch offers additional services including design and build expertise, cable ducts, office space, secured storage and a limited range of operational services, such as fibre cable installation and technical cleaning.

Competition

Although Global Switch has no direct competitor offering carrier-neutral large-scale data centre services with an identical geographic footprint, Global Switch does compete with other national and international data centre providers with similar businesses in Europe and Asia Pacific. Its main competitors in Europe are Digital Realty, Equinix and Interxion and in Asia Pacific are Digital Realty and Equinix.

Regulation

Global Switch is subject to various laws, ordinances and regulations, which cover environmental matters such as energy use, telecommunications regulation, data protection and land use. Global Switch believes that each of its properties has the necessary permits and approvals to operate its businesses.

Insurance

Global Switch maintains a number of key insurance policies that it believes are commercially appropriate to cover the risks associated with its business operations. Global Switch’s philosophy is to maintain comprehensive insurance protection with leading international insurance markets. Deductibles are generally kept at a low level and, therefore, the extent of self-insured retention is minimal.

All of Global Switch’s insurance policies are underwritten through “A” rated major European and international insurance companies (including RSA, AIG, Travelers, Chubb, Zurich and MS Amlin). Global Switch maintains an insurance portfolio that covers both physical assets and liability exposures. Global Switch’s principal insurance policies include property damage, business interruption, terrorism, general third party liability, employer’s liability, professional indemnity, machinery breakdown, crime, employment practices liability, personal accident and travel, crisis containment and directors and officers liability

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insurance. Insurances are placed on the basis of full re-instatement cover and these insurance valuations are carried out by CBRE Limited on an annual basis. The business interruption cover insures Global Switch for up to 36 months loss of rent at each location.

Risk management surveys are carried out on an annual basis and collaborative regular meetings are held with insurers to discuss the progress made in implementing any risk improvements which have been highlighted at these surveys, which is part of Global Switch’s overall risk management policy.

Legal Proceedings

Global Switch is involved in litigation, administrative proceedings and investigations of various types in several different jurisdictions. While the liability, if any, with respect to all such matters cannot be determined at this time, it is Global Switch’s opinion that the outcome of any such matter, and all of them combined, will not have a material adverse effect on its consolidated results of operations or financial position.

Tenants

Global Switch’s Tenants represent companies from a wide range of business segments including all five major data centre tenant types (i) telecommunication companies, (ii) system integrators, (iii) managed service providers and other hosting intermediaries, (iv) enterprises, including financial institutions and (v) public sector. Telecommunication companies, system integrators and managed service providers may also provide cloud services. Global Switch’s Tenants are companies with leading global and national brands as well as significant government and public bodies. As at 31 December 2016, Global Switch’s top 20 Tenants accounted for 66.8% of Global Switch’s contracted annualised rent with 83.0% of this rent relating to Tenants who are rated investment grade. While Global Switch’s largest Tenant represented 10.7% of annualised rent as at 31 December 2016 it leased space in six of the company’s seven locations, with multiple leases and staggered lease maturities with the space principally used to provide services to its own customers.

Employees

As of 24 April 2017, Global Switch employed 190 people worldwide. The employees include managers, support staff and employees in each of the subsidiary offices. Geographically, 157 of Global Switch’s employees were based in country operations and 33 worked from Global Switch’s offices at Millbank Tower, 21-24 Millbank, London SW1P 4QP, United Kingdom as of 24 April 2017. In addition, Global Switch hires contractors in the regular course of its business. Global Switch believes that relations with its employees are good. Except for collective rights granted by local law, none of its employees are subject to collective bargaining agreements.

Data Centre Standards Overview

A four tier classification system designed by the Uptime Institute provides a means for identifying different data centre site infrastructures, with Tier I being the most basic and Tier IV ranking the highest. Global Switch seeks to operate its data centres to a minimum Tier III standard and often exceeding the standards required to achieve Tier III.

“Need” or “N” indicates the level of components required to satisfy a defined or designed (or operated) power load should the main supply fail. Additional plant is provided to allow for failure of components, or their removal from service for maintenance activities, within the critical system. How much additional plant is provided to allow for failure or removal of components will be defined as N+x (“x” being the number of additional units added). Typically this will be N+1 or N+2. For system resilience duplicate critical systems need to be provided. This is often referred to as N+N.

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The Uptime Institute’s tiered classification system is an industry standard approach to site infrastructure functionality addressing common benchmarking standard needs. The four tiers are:

• Tier I: composed of a single path for power and cooling distribution, without redundant components (N), providing 99.671% availability.

• Tier II: composed of a single path for power and cooling distribution, with redundant components (N+1), providing 99.741% availability.

• Tier III: composed of multiple active power and cooling distribution paths, but only one path active, has redundant components (N+1), and is defined as being concurrently maintainable, providing 99.982% availability. Tier III meets specificity requirements of most data centre tenants.

• Tier IV: composed of multiple active power and cooling distribution paths, has redundant components (2(N+1)), and is defined as being fault tolerant, providing 99.995% availability. Due to very high costs of building and operating Tier IV centres, they represent a small portion of data centre facilities.

Properties

As of 31 December 2016, Global Switch operated ten data centres in seven markets across Europe and Asia Pacific and had an additional data centre under construction in Hong Kong, as well as having commenced development of additional stages of construction in Sydney East. Since year end, Global Switch has commenced construction of a new data centre in the Woodlands area in Singapore. Global Switch owns land adjacent to existing data centres in Amsterdam, Frankfurt and London and intends to develop additional capacity at such sites as customer demand merits.

Global Switch holds all of its properties as freehold properties except for Singapore, Amsterdam and Hong Kong, which, as required by local law, are held under long term leases, as the freeholds are held by local government. The Singapore and Amsterdam leases incorporate statutory renewal rights in Global Switch’s favour while the Hong Kong lease has over 25 years to run before the region’s land leases are reviewed. Global Switch’s data centre portfolio has a property value of £4,948 million as of 31 December 2016.

The operational data centres are located in Europe and Asia Pacific and contain approximately 300,000 square metres of gross floor area. The following table presents an overview of Global Switch’s portfolio, based on information as of 31 December 2016:

Gross Floor Area1 Location Country in Square Metres Ownership

Amsterdam The Netherlands 40,576 Leasehold (50 year term expiring 2045)2 Frankfurt Germany 17,308 Freehold London North United Kingdom 23,439 Freehold London East United Kingdom 65,542 Freehold Madrid Spain 21,922 Freehold Paris East France 34,604 Freehold Paris West France 16,822 Freehold Singapore Singapore 26,743 Leasehold (30 year term expiring 2023) 2 Sydney West Australia 41,575 Freehold Sydney East Australia 12,332 Freehold Total Owned and Developed 300,863

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Gross Floor Area1 Location Country in Square Metres Ownership

Hong Kong Hong Kong 71,000 Leasehold (35 year term expiring 2047) Singapore Singapore 25,000 Leasehold (30 year term Woodlands expiring 2039) 2 Sydney 2&3 Australia 19,000 Freehold Amsterdam Ext The Netherlands 28,000 Leasehold (50 year term expiring 2045) 2 Frankfurt North Germany 11,000 Freehold London North United Kingdom 1,200 Freehold London South United Kingdom 29,000 Freehold Total Development 184,200

1. Measured to the internal face of the external walls of all permanent structures on a site which have a solid slab, a roof, and are encompassed by at least three walls. Hong Kong Gross Floor Area is the space at the date of this Base Prospectus. 2. This long term lease grants statutory renewal rights to Global Switch.

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Global Switch Structure

Global Switch Holdings Limited owns 100% of the ordinary share capital of all of the Subsidiaries (within the Global Switch structure chart below), except for Global Switch Verwaltungs GmbH in which it holds 94% of the ordinary share capital, Carrier Haus GmbH in which it holds 90% of the ordinary share capital, Funeven Limited, in which it holds 33% of the ordinary share capital and Global Switch Group Limited which is controlled but not owned by Global Switch Holdings Limited and is consolidated by Global Switch Holdings Limited. Each Global Switch local operating company contracts directly with its Tenants and suppliers.

Global Switch structure chart

Shareholders

Global Switch Holdings Limited

Intermediate Consolidated Global Switch Holding Group Limited Companies

Germany Hong Kong Netherlands Singapore Australia UK Holding France Holding Spain Holding Holding Holding Holding Holding Holding Company Company Company Company Company Company Company Company

Germany France Netherlands Singapore Australia UK Operating Spain Operating Operating Operating Operating Operating Operating Companies Companies Companies Companies Companies Companies Companies

Incorporation, domicile and corporate office

The Issuer was incorporated in the Territory of the British Virgin Islands (BVI) as a BVI business company on 7 March 2008, under the BVI Business Companies Act, 2004. The Issuer’s registration number is 1468469. The Issuer’s registered office is O’Neal Marketing Associates Building, 2nd Floor, Wickham’s Cay II, Road Town, Tortola, British Virgin Islands, and its telephone number is +1 284 494-4694. Its country of jurisdiction is the British Virgin Islands. The Issuer’s corporate office is located in London.

Management

Board of Directors

The directors of the Issuer as at the date of this Base Prospectus and their principal activities outside the Issuer were as follows:

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Alexander Bushaev – Non Executive Director

Alexander Bushaev started his professional career in 1991 with GATT, now the World Trade Organisation, in Geneva. Holder of a Master’s degree in Economics, since 1996 he has held various positions with the Reuben Brothers group in Switzerland and the UK. Alexander has in-depth knowledge of multiple businesses including commercial real-estate, metals trading, diverse investments, bank and intra-group financing, project management, corporate, legal and compliance matters. He is a Director of a number of Reuben Brothers group companies.

John Corcoran – Chief Executive Officer

John Corcoran joined the Issuer as Executive Chairman and Chief Executive Officer in 2008 after having served as a consultant and key adviser to Global Switch from 2006, and is now Chief Executive Officer following Elegant Jubilee Ltd’s investment in December 2016. From 1997 until 2006, he served as Chief Financial Officer of Multiplex Group, a large Australian diversified property group. Multiplex Group first became an investor in Global Switch in 2004 and subsequently sold its interest to Aldersgate, the parent company of Global Switch, in 2006 and during this period John had responsibility for Multiplex’s investment in Global Switch. From 1983 until 1997, he served divisional director of Hambros Bank Limited in its corporate finance business in London, Hong Kong and Sydney. He received bachelor degrees in Economics and Law from the University of Sydney. In 1983, he was admitted to the Supreme Court of New South Wales as a solicitor.

David Doyle – Chief Financial Officer

David Doyle joined the Issuer as Chief Financial Officer in 2014 and joined the Board in December 2016. Prior to joining Global Switch, David was CFO at Atrium European Real Estate Ltd, where he led efforts to secure an investment grade credit rating and the company’s debut Eurobond issuance. David started his career working for Arthur Andersen and, after qualifying as a Chartered Accountant in 1990, became a Senior Manager in the London Financial Markets team. He joined Prudential plc in 1996 and was subsequently appointed Head of Corporate Finance, where amongst other projects he successfully negotiated around £1 billion of transactions. After leaving Prudential in 2003, David held a number of listed company CFO roles including for Prologis where he led the European finance teams. David is a Fellow of Chartered Accountants Australia and New Zealand.

Li Qiang – Non Executive Director

Li Qiang is a successful entrepreneur and businessman with significant experience in the Chinese telecommunications and internet markets, including through his shareholding in Daily-Tech. Li obtained a Degree of Master of Business Administration from Nanyang Technological University (Republic of Singapore) in April 2006. Li Qiang has been President of Daily-Tech Beijing Co., Ltd. since 1st March 2011. He received his MBA from Hong Kong University of Science and Technology in 2014.

Simon Reuben – Non Executive Director

Simon Reuben holds a beneficial interest in the shares of Aldersgate. He has more than 40 years of experience investing in asset backed businesses with a significant real estate exposure. He is also involved in private equity and venture capital investments. Investments are predominantly based in the United Kingdom and Europe.

Geoffrey Xu – Non Executive Director

Geoffrey Xu was appointed to the board of the Issuer in December 2016. He is an experienced investment banker, has worked in Hong Kong, Singapore and Mainland China and is currently Managing Director, Head of China Investment Banking at Daiwa Capital Markets in Hong Kong. With responsibility for running the Greater China investment banking business, he advised Elegant Jubilee on the strategic investment in 49% of

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Global Switch. Prior to joining Daiwa in 2011 he worked for the Royal Bank of Scotland as an Executive Director in China investment banking, a job he moved to from a similar role at JP Morgan Asia. He has extensive knowledge of local Chinese and Hong Kong capital markets and a strong capability in originating and arranging transactions. Geoffrey received a Bachelor of Arts from Beijing Foreign Studies University in 1995 and an MBA from Cass Business School in 1998.

The business address of each of the directors is O’Neal Marketing Associates Building, 2nd Floor, Wickham’s Cay II, Road Town, Tortola, BVI.

The directors of the Issuer may, from time to time, hold directorships or other significant interests with companies outside of Global Switch which may have business relationships with Global Switch. Global Switch’s Articles of Association require its directors to disclose conflicts of interest to the Board. Save as described above, there are no potential conflicts of interest between the duties owed by the Directors to the Issuer and their private interests and/or other duties as at the date of this Base Prospectus.

Senior Management

Global Switch’s senior management team has extensive data centre and property management expertise. The business address for each member of the senior management team is Millbank Tower, 21-24 Millbank, London SW1P 4QP, United Kingdom. As at the date of this Base Prospectus, to the best of the Issuer’s knowledge, none of the senior management of the Issuer has any conflict of interest between their duties to the Issuer and their other principal activities listed below. As at the date of this Base Prospectus, the team comprised:

John Corcoran, Chief Executive Officer

See Board of Directors.

David Doyle, Chief Financial Officer

See Board of Directors.

Derek Allen, Group Director, Operations

Derek Allen is responsible for the management of the Operations team and ensuring through the Global Switch’s Critical Environments Programme that the company maintains its best-in-class operating procedures. With over 30 years’ industry experience, Derek has extensive knowledge of operating large scale data centres and has been responsible for significant data centre build projects. Prior to joining Global Switch in 2012, Derek worked for Cable and Wireless where he was Head of Data Centre Development. Before this he held several senior roles within UBS, including Director of Data Centre Strategy. Derek spent the first 22 years of his career at BT where he built up comprehensive engineering and facilities expertise. Derek achieved a Bachelor of Engineering from London South Bank University and a diploma in management from the University of East London.

Ali Ballantine, Group Director, Marketing & Communications

Ali Ballantine leads the marketing and communication team across all European and Asia-Pacific data centres, is responsible for the development and promotion of the brand and providing strategic direction on marketing Global Switch’s solutions and services, as well as for raising awareness of Global Switch’s developments to customers and prospects. Ali joined Global Switch as Group Marketing & Communications Director in 2010 having worked with the company immediately prior on its corporate identity and brand positioning. Ali has over 25 years marketing and communications experience, mostly working in the real estate sector. From 2005 to 2008, Ali was Marketing Director for Allsop LLP, prior to which she held various roles with Nelson Bakewell Limited, Richards Butler (now Reed Smith), Swiss Bank International Corp, and Goldman Sachs. Ali is a member of the Chartered Institute of Marketing.

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Stephane Duproz, Group Director, Europe

Stephane Duproz co-chairs Global Switch’s UK and Europe Exco Board and leads the Managing Directors of the continental European data centres (Amsterdam, Frankfurt, Madrid and Paris) in building and maintaining strong customer relationships, generating new business and ensuring the successful delivery of the sites’ business plans including expansion plans and new developments. Stephane has a vast amount of data centre knowledge and expertise across all key business areas having spent 14 years’ working for a leading data centre provider in France, where, prior to joining Global Switch in 2017, he held the role of Managing Director. Before this he held pan-European roles with Dedigate, PSINet and CalvaCom amongst others. Stephane was formerly Chairman of the Board of EUDCA (European Data Centre Association) and Vice-President of CESIT (French Data Centre Association).

David Guth, Regional Projects Director, Asia-Pacific

David Guth manages the Group Projects team in Asia-Pacific, overseeing the three current construction projects (Hong Kong, Singapore Woodlands and Sydney East). He is also responsible for other new developments across the region, as well as plant replacement, suite fit out and IT fit out. David joined Global Switch as Development Manager in 2007, before moving to his current position in 2015. Prior to joining Global Switch David held Development Manager positions for the Astoria Group and Marsim Group where he held a broad range of responsibilities in order to oversee the planning, construction, delivery and marketing of industrial, commercial and residential developments. David holds a Bachelor of Building and Construction Management degree from the University of New South Wales.

Damon Reid, Group Director, Asia-Pacific

Damon Reid leads Global Switch’s Asia-Pacific Exco Board in the continuous development and future expansion of Global Switch’s business in this region whilst overseeing a programme of continuous improvement, ensuring that best practice is shared across key operational areas such as customer services, critical environments and connectivity. Prior to his current role at Global Switch, Damon was appointed as Managing Director, Sydney in 2011. Before this he held the regional role of Commercial Director, Asia- Pacific where he was responsible for identifying new business opportunities throughout Asia-Pacific and enhancing Global Switch’s product and service offering. His role prior to this as Commercial Manager, Sydney saw him apply his wealth of experience in sales and marketing to lead the Sydney facility through a period of rapid expansion. Damon first joined Global Switch as Operations Manager in 2007.

John Stevenson, Group Director, UK

John Stevenson co-chairs Global Switch’s UK and Europe Exco Board and also manages the London campus, where he is responsible for building existing customer relationships, developing new business as well as overseeing a best-in-class operational environment. John has held senior management positions within national as well as international businesses across all key business areas including sales, operations, marketing, product portfolio, mergers and acquisitions. He has an impressive track record of growing businesses from a commercial, financial, operational and customer satisfaction perspective. Prior to joining Global Switch in 2015 he was Chief Operating Officer for SunGard Availability Services where he was responsible for the strategy, sales, finance and day-to-day operations for the European region, which encompassed 12 data centres. Prior to this John was with Atos Origin, a leading international IT digital services company.

Matthew Winter, Regional Projects Director Europe

Matthew Winter manages the Group Projects team in Europe, overseeing all projects across Global Switch’s European portfolio, including new developments, plant replacement, suite fit out and IT fit out. Matthew joined Global Switch in 2014 as Regional Engineering Director for Europe and was promoted to his current role in 2016. Matthew has nearly 20 years’ senior engineering experience gained whilst working for leading consultancy practices such as Cundall, where he was a Director in the Critical Systems Group. Matthew has

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participated in the design of many projects including large-scale data centres with extensive electrical multi mega-watt infrastructures, deploying various forms of UPS including static, Diesel Rotary UPS and Hybrid Rotary UPS and has been heavily involved in the deployment of air-side cooling in data centres. Matthew holds a Master’s degree in Intelligent Buildings from Reading University and a Bachelor’s degree in Building Services Engineering Design & Management. He is also a Chartered Member of CIBSE.

Shareholders

In 2004, Aldersgate, which is wholly-owned by Landal Worldwide Corp, which in turn is wholly-owned by David and Simon Reuben, acquired an indirect interest in the Issuer through its investment in, and subsequent purchase of, Chelsfield plc. Aldersgate subsequently acquired the remaining stake to control 100% of the Issuer in May 2007 with a view to implementing plans to maximise portfolio return. In December 2016 Aldersgate sold 49% of Global Switch to Elegant Jubilee Ltd.

Elegant Jubilee Ltd is indirectly wholly owned by a consortium of 15 high quality, institutional and private sector Chinese corporate investors, led by Li Qiang, a successful entrepreneur with significant business experience in the Chinese telecommunications and internet markets. The lead investor in the consortium is Jiangsu Sha Steel Group, the largest private steel maker in China and a member of the Fortune Global 500 list of the world’s biggest companies. Other leading investors include AVIC Trust, a joint venture asset management company owned by AVIC Capital and OCBC of Singapore, and major Asian institutional investors such as Essence Financial and Ping An Group.

Aldersgate and Elegant Jubilee Ltd are party to a shareholders’ agreement through which they exercise joint control of the Issuer. The shareholders’ agreement provides, among other things, that the business of Global Switch shall be conducted consistent with past practice and in line with Global Switch’s stated business, operational and financial strategy. John Corcoran, CEO, signed a new long term employment contract in December 2016. All key operational decisions with respect to Global Switch will be taken by the Board. The Issuer also adopted a Long Term Incentive Plan for the benefit of employees in December 2016. The shareholders’ agreement and related transaction documentation contain, among other things, put and call options the exercise of which would lead to a change in Aldersgate and Elegant Jubilee Ltd’s respective ownership interests in the Issuer, primarily in order to allow either of them to consider a public listing in the future.

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DESCRIPTION OF THE ORIGINAL GUARANTORS

Organisational Structure

Each of the Original Guarantors is (directly or indirectly) a wholly-owned or controlled Subsidiary. The business activities for Global Switch, including each of the Original Guarantors, are described in “Description of the Issuer”.

For the years ended 31 December 2015 and 31 December 2016, the Issuer represented 0.0% and 0.0% respectively of Global Switch’s EBITDA and 11.1% and 19.4% respectively of Global Switch’s net assets. For the years ended 31 December 2015 and 31 December 2016, the subsidiaries of the Issuer which are not Original Guarantors (the Non-Guarantors) represented 6% and 6% respectively of Global Switch’s EBITDA and 4% and 4% respectively of Global Switch’s net assets. The audited consolidated financial statements of the Issuer for the two financial years ended 31 December 2015 and 31 December 2016 (incorporated by reference in this Base Prospectus) contain financial information in relation to the Issuer, the Original Guarantors and the Non- Guarantors.

Brookset 20 Limited

Brookset 20 Limited was incorporated and registered in British Virgin Islands on 26 March 2008 with registered number 1471864 under the laws of British Virgin Islands. Brookset 20 Limited is a holding company. The registered office of Brookset 20 Limited is O’Neal Marketing Associates Building, 2nd Floor, Wickham’s Cay II, Road Town, Tortola, British Virgin Islands and its telephone number is +1 284 494-4694.

Directors

As at the date of this Base Prospectus, the directors of Brookset 20 Limited, whose business address is O’Neal Marketing Associates Building, 2nd Floor, Wickham’s Cay II, Road Town, Tortola, BVI, are:

Name Title and principal activities outside Global Switch (if any) Alexander Bushaev Director of the Issuer, Brookset 20 Limited and also a number of Aldersgate companies Simon Reuben Director of the Issuer, Brookset 20 Limited and also a number of Aldersgate companies

There are no potential conflicts of interest between any of the directors’ duties to Brookset 20 Limited and their private interests or other duties.

Global Switch Coöperatief U.A.

Global Switch Coöperatief U.A. was incorporated and registered in the Netherlands on 13 November 2009 in the handelsregister of Amsterdam, the Netherlands with registered number 34365182 under the laws of Amsterdam, the Netherlands. Global Switch Coöperatief U.A. is an intermediate holding company. The registered office of Global Switch Coöperatief U.A. is Huizingalaan 759, 1066 VH Amsterdam, the Netherlands and its telephone number is +31 20 6666 300.

Director

As at the date of this Base Prospectus, the director of Global Switch Coöperatief U.A., whose business address is Huizingalaan 759, 1066 VH Amsterdam, the Netherlands, is:

Name Title and principal activities outside Global Switch (if any) Bert Ronduite Director

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There are no potential conflicts of interest between the director’s duties to Global Switch Coöperatief U.A. and his private interests or other duties.

ICT Centre Holding B.V.

ICT Centre Holding B.V. was incorporated and registered in the Netherlands on 18 December 1981 in the handelsregister of Amsterdam, the Netherlands with registered number 33212509 under the laws of Amsterdam, the Netherlands. ICT Centre Holding B.V. is an intermediate holding company. The registered office of ICT Centre Holding B.V. is Huizingalaan 759, 1066 VH Amsterdam, the Netherlands and its telephone number is +31 20 6666 300.

Director

As at the date of this Base Prospectus, the director of ICT Centre Holding B.V., whose business address is Huizingalaan 759, 1066 VH Amsterdam, the Netherlands, is:

Name Title and principal activities outside Global Switch (if any) Bert Ronduite Director

There are no potential conflicts of interest between the director’s duties to ICT Centre Holding B.V. and his private interests or other duties.

ICT Centre France B.V.

ICT Centre France B.V. was incorporated and registered in the Netherlands on 30 June 1985 in the handelsregister of Amsterdam, the Netherlands with registered number 27152864 under the laws of Amsterdam, the Netherlands. ICT Centre France B.V. is an intermediate holding company. The registered office of ICT Centre France B.V. is Huizingalaan 759, 1066 VH Amsterdam, the Netherlands and its telephone number is +31 20 6666 300.

Director

As at the date of this Base Prospectus, the director of ICT Centre France B.V., whose business address is Huizingalaan 759, 1066 VH Amsterdam, the Netherlands, is:

Name Title and principal activities outside Global Switch (if any) Bert Ronduite Director

There are no potential conflicts of interest between the director’s duties to ICT Centre France B.V. and his private interests or other duties.

Global Switch PropertyHolding B.V.

Global Switch PropertyHolding B.V. was incorporated and registered in the Netherlands on 6 December 1984 in the handelsregister of Amsterdam, the Netherlands with registered number 33211113 under the laws of Amsterdam, the Netherlands. Global Switch PropertyHolding B.V. is the holding company for activities in the Netherlands. The registered office of Global Switch PropertyHolding B.V. is Johan Huizingalaan 759, 1066 VH Amsterdam, the Netherlands and its telephone number is +31 20 6666 300.

Director and Executive Officer

As at the date of this Base Prospectus, the director and managing director of Global Switch PropertyHolding B.V., whose business address is Johan Huizingalaan 759, 1066 VH Amsterdam, the Netherlands, is:

Name Title and principal activities outside Global Switch (if any)

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Johan Groeneweg Director and Managing Director

There are no potential conflicts of interest between Mr. Groeneweg’s duties to Global Switch PropertyHolding B.V. and his private interests or other duties.

Global Switch Amsterdam B.V.

Global Switch Amsterdam B.V. was incorporated and registered in the Netherlands on 16 November 1999 in the handelsregister of Amsterdam, the Netherlands with registered number 27184200 under the laws of Amsterdam, the Netherlands. Global Switch Amsterdam B.V. is the operating company for operations in the Netherlands.

The registered office of Global Switch Amsterdam B.V. is Johan Huizingalaan 759, 1066 VH Amsterdam, the Netherlands and its telephone number is +31 20 6666 300.

Director and Executive Officer

As at the date of this Base Prospectus, the director and managing director of Global Switch Amsterdam B.V., whose business address is Huizingalaan 759, 1066 VH Amsterdam, the Netherlands, is:

Name Title and principal activities outside Global Switch (if any) Johan Groeneweg Director and Managing Director

There are no potential conflicts of interest between Mr. Groeneweg’s duties to Global Switch Amsterdam B.V. and his private interests or other duties.

Global Switch Amsterdam Property B.V.

Global Switch Amsterdam Property B.V. was incorporated and registered in the Netherlands on 1 December 1999 in the handelsregister of Amsterdam, the Netherlands with registered number 27184529 under the laws of Amsterdam, the Netherlands. Global Switch Amsterdam Property B.V. has entered into a ground lease with the city of Amsterdam for the data centre in Amsterdam. The registered office of Global Switch Amsterdam Property B.V. is Johan Huizingalaan 759, 1066 VH Amsterdam, the Netherlands and its telephone number is +31 20 6666 300.

Director and Executive Officer

As at the date of this Base Prospectus, the director and managing director of Global Switch Amsterdam Property B.V., whose business address is Johan Huizingalaan 759, 1066 VH Amsterdam, the Netherlands, is:

Name Title and principal activities outside Global Switch (if any) Johan Groeneweg Director and Managing Director

There are no potential conflicts of interest between Mr. Groeneweg’s duties to Global Switch Amsterdam Property B.V. and his private interests or other duties.

Global Switch Australia Holdings Pty Limited

Global Switch Australia Holdings Pty Limited was incorporated and registered in Australia on 9 July 2009 with registered number 1380200049 under the laws of New South Wales, Australia. Global Switch Australia Holdings Pty Limited is the holding company for operations in Australia. The registered office of Global Switch Australia Holdings Pty Limited is 400 Harris Street, Ultimo, Sydney, NSW 2007, Australia and its telephone number is + 61 2 9566 7000.

Director

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As at the date of this Base Prospectus, the director of Global Switch Australia Holdings Pty Limited, whose business address is 400 Harris Street, Ultimo, Sydney, NSW 2007, Australia, is:

Name Title and principal activities outside Global Switch (if any)

John Corcoran Director Damon Reid Director and Managing Director Grant Winberg Director and provides company secretarial services to a number of companies outside Global Switch

There are no potential conflicts of interest between the directors’ duties to Global Switch Australia Holdings Pty Limited and their private interests or other duties.

Global Switch Property (Australia) Pty Limited

Global Switch Property (Australia) Pty Limited was incorporated and registered in Australia on 7 August 2000 with registered number 094 051 779 under the laws of New South Wales, Australia. Global Switch Property (Australia) Pty Limited owns and operates a data centre in Sydney. The registered office of Global Switch Property (Australia) Pty Limited is 400 Harris Street, Ultimo, Sydney, NSW 2007, Australia and its telephone number is + 61 2 9566 7000.

Directors and Executive Officer

As at the date of this Base Prospectus, the directors and managing director of Global Switch Property (Australia) Pty Limited, whose business address is 400 Harris Street, Ultimo, Sydney, NSW 2007, Australia are:

Name Title and principal activities outside Global Switch (if any) John Corcoran Director Damon Reid Director and Managing Director

There are no potential conflicts of interest between any of the directors’ and managing director’s duties to Global Switch Property (Australia) Pty Limited and their private interests or other duties.

Global Switch Australia Pty Limited

Global Switch Australia Pty Limited was incorporated and registered in Australia on 31 August 2000 with registered number 094338333 under the laws of New South Wales, Australia. Global Switch Australia Pty Limited owns 50% of the freehold of a data centre in Sydney. The registered office of Global Switch Australia Pty Limited is 400 Harris Street, Ultimo, Sydney, NSW 2007, Australia and its telephone number is + 61 2 9566 7000.

Directors and Executive Officer

As at the date of this Base Prospectus, the directors and managing director of Global Switch Australia Pty Limited, whose business address is 400 Harris Street, Ultimo, Sydney, NSW 2007, Australia, are:

Name Title and principal activities outside Global Switch (if any) John Corcoran Director Damon Reid Director and Managing Director

There are no potential conflicts of interest between any of the directors’ and managing director’s duties to Global Switch Australia Pty Limited and their private interests or other duties.

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Global Switch Property Pty Limited

Global Switch Property Pty Limited was incorporated and registered in Australia on 21 July 2009 with registered number 138 401 957 under the laws of New South Wales, Australia. Global Switch Property Pty Limited is a non trading subsidiary of Global Switch Property (Australia) Pty Limited. The registered office of Global Switch Property Pty Limited is 400 Harris Street, Ultimo, Sydney, NSW 2007, Australia and its telephone number is + 61 2 9566 7000.

Director

As at the date of this Base Prospectus, the directors of Global Switch Property Pty Limited, whose business address is 400 Harris Street, Ultimo, Sydney, NSW 2007, Australia, is:

Name Title and principal activities outside Global Switch (if any) John Corcoran Director Damon Reid Director and Managing Director

There are no potential conflicts of interest between the directors’ duties to Global Switch Property Pty Limited and their private interests or other duties.

Global Switch Singapore Holdings Pte Limited

Global Switch Singapore Holdings Pte Limited was incorporated and registered in Singapore on 17 July 2009 with registered number 200912972D under the laws of Singapore. Global Switch Singapore Holdings Pte Limited is the holding company for operations is Singapore. The registered office of Global Switch Singapore Holdings Pte Limited is 1 Marina Boulevard #28-00, One Marina Boulevard, Singapore 018989 and its telephone number is +65 6858 5008.

Director

As at the date of this Base Prospectus, the directors of Global Switch Singapore Holdings Pte Limited, whose business address is 2 Tai Seng Avenue, Singapore, 534 408, is:

Name Title and principal activities outside Global Switch (if any) John Corcoran Director Martin Slater Director Damon Reid Director

There are no potential conflicts of interest between the directors’ duties to Global Switch Singapore Holdings Pte Limited and their private interests or other duties.

Global Switch (Property) Singapore Pte Limited

Global Switch (Property) Singapore Pte Limited was incorporated and registered in Singapore on 12 February 2000 with registered number 200001154R under the laws of Singapore. Global Switch (Property) Singapore Pte Limited owns and operates a data centre in Singapore. The registered office of Global Switch (Property) Singapore Pte Limited is 2 Tai Seng Avenue, Singapore, 534 408 and its telephone number is +65 6858 5008.

Directors

As at the date of this Base Prospectus, the directors of Global Switch (Property) Singapore Pte Limited, whose business address is 2 Tai Seng Avenue, Singapore, 534 408, are:

Name Title and principal activities outside Global Switch (if any)

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John Corcoran Director Martin Slater Director Damon Reid Director

There are no potential conflicts of interest between any of the directors’ duties to Global Switch (Property) Singapore Pte Limited and their private interests or other duties.

Global Switch (France) Holding SAS

Global Switch (France) Holding SAS was incorporated and registered in France on 29 January 2010 in the Trade and Company Register of Nanterre, France with registered number R.C.S. Nanterre 519 870 406 under the laws of France. Global Switch (France) Holding SAS is the holding company for operations is France. The registered office of Global Switch (France) Holding SAS is 7-9 Rue Petit, 92110 Clichy, France and its telephone number is +33 14 55 90 04 60.

Director

As at the date of this Base Prospectus, the director of Global Switch (France) Holding SAS, whose business address is 7-9 Rue Petit, 92110 Clichy, France, is:

Name Title and principal activities outside Global Switch (if any) Patrick O’Driscoll Director of Global Switch (France) Holding SAS and also a number of Aldersgate companies

There are no potential conflicts of interest between the director’s duties to Global Switch (France) Holding SAS and his private interests or other duties.

Global Switch Paris SAS

Global Switch Paris SAS was incorporated and registered in France on 28 May 2002 in the Trade and Company Register of Nanterre, France with registered number R.C.S. Nanterre 424 224 897 under the laws of France. Global Switch Paris SAS owns and operates data centres in France. The registered office of Global Switch Paris SAS is 7-9 Rue Petit, 92110 Clichy, France and its telephone number is +33 14 55 90 04 60.

Director

As at the date of this Base Prospectus, the director of Global Switch Paris SAS, whose business address is 7- 9 Rue Petit, 92110 Clichy, France, is:

Name Title and principal activities outside Global Switch (if any) Patrick O’Driscoll Director of Global Switch Paris SAS and also a number of Aldersgate companies

There are no potential conflicts of interest between the director’s duties to Global Switch Paris SAS and his private interests or other duties.

Global Switch Limited

Global Switch Limited was incorporated and registered in England and Wales on 4 May 2007 in the Register of Companies of England and Wales with registered number 06238341 under the laws of England and Wales. Global Switch Limited acts as an administration company. The registered office of Global Switch Limited is 4th Floor Millbank Tower, 21-24 Millbank Tower, London, United Kingdom, SW1P 4QP and its telephone number is +44 20 7802 5150.

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Directors As at the date of this Base Prospectus, the directors of Global Switch Limited, whose business address is 4th Floor Millbank Tower, 21-24 Millbank Tower, London, United Kingdom, SW1P 4QP, are:

Name Title and principal activities outside Global Switch (if any) John Corcoran Director David Doyle Director

There are no potential conflicts of interest between any of the directors’ duties to Global Switch Limited and their private interests or other duties.

Global Switch Estates 1 Limited

Global Switch Estates 1 Limited was incorporated and registered in England and Wales on 10 April 2003 in the Register of Companies of England and Wales with registered number 4729732 under the laws of England and Wales. Global Switch Estates 1 Limited owns and operates a data centre in London. The registered office of Global Switch Estates 1 Limited is 4th Floor Millbank Tower, 21-24 Millbank Tower, London, United Kingdom, SW1P 4QP and its telephone number is +44 20 7473 9000.

Directors and Executive Officer

As at the date of this Base Prospectus, the directors and managing director of Global Switch Estates 1 Limited, whose business address is East India Dock House, 240 East India Dock Road, London E14 9YY, United Kingdom, are: Name Title and principal activities outside Global Switch (if any) John Corcoran Director John Stevenson Director and Managing Director

There are no potential conflicts of interest between any of the directors’ and managing director’s duties to Global Switch Estates 1 Limited and their private interests or other duties.

Global Switch Estates 2 Limited

Global Switch Estates 2 Limited was incorporated and registered in England and Wales on 10 April 2003 in the Register of Companies of England and Wales with registered number 4729738 under the laws of England and Wales. Global Switch Estates 2 Limited owns and operates a data centre in London. The registered office of Global Switch Estates 2 Limited is 4th Floor Millbank Tower, 21-24 Millbank Tower, London, United Kingdom, SW1P 4QP and its telephone number is +44 20 7473 9000.

Directors and Executive Officer As at the date of this Base Prospectus, the directors and managing director of Global Switch Estates 2 Limited, whose business address is Global Switch House, 3 Nutmeg Lane, London, United Kingdom, E14 2AX, are:

Name Title and principal activities outside Global Switch (if any) John Corcoran Director John Stevenson Director and Managing Director

There are no potential conflicts of interest between any of the directors’ and managing director’s duties to Global Switch Estates 2 Limited and their private interests or other duties.

Global Switch Group Limited

Global Switch Group Limited was incorporated and registered on 28 September 2016 in the British Virgin Islands with registered number 1924654 under the laws of the British Virgin Islands. Global Switch Group

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Limited owns Global Switch Australia Holdings Pty Limited. The registered office of Global Switch Group Limited is O’Neal Marketing Associates Building, 2nd Floor, Wickham’s Cay II, Road Town, Tortola, BVI and its telephone number is +1 284 494-4694.

Directors and Executive Officers

As at the date of this Base Prospectus, the directors and managing director of Global Switch Group Limited, whose business address is O’Neal Marketing Associates Building, 2nd Floor, Wickham’s Cay II, Road Town, Tortola, BVI are:

Name Title and principal activities outside Global Switch (if any) Alexander Bushaev Director of the Issuer and also a number of Aldersgate companies

There are no potential conflicts of interest between any of the directors’ and managing director’s duties to Global Switch Group Limited and their private interests or other duties.

Global Switch Hong Kong Limited

Global Switch Hong Kong Limited was incorporated and registered on 09 January 2013 in Hong Kong with registered number 1697587 under the laws of the Hong Kong. Global Switch Hong Kong Limited owns and operates a data centre in Hong Kong. The registered office of Global Switch Hong Kong Limited is 20/F Alexander House, 18 Charter Road, Central, Hong Kong and its telephone number is +852 2810 8008.

Directors and Executive Officers

As at the date of this Base Prospectus, the directors and managing director of Global Switch Hong Kong Limited, whose business address is 20/F Alexander House, 18 Charter Road, Central, Hong Kong are:

Name Title and principal activities outside Global Switch (if any) John Corcoran Director Kevin Wee Director and Managing Director

There are no potential conflicts of interest between any of the directors’ and managing director’s duties to Global Switch Hong Kong Limited and their private interests or other duties.

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DESCRIPTION OF THE NOTES GUARANTEE

Introduction

The payment of the principal (including any purchase moneys due under Condition 6.3 and premium due under Condition 6.4 (if any)) and interest (if any) due in respect of the Notes and all other moneys payable by the Issuer under or pursuant to the Trust Deed has been jointly and severally unconditionally and irrevocably (subject to the provisions of Condition 2.3 and subject to the limitations applicable under the laws of the respective jurisdictions of incorporation of the Guarantors set forth in the Trust Deed as further set out below) guaranteed by each of the Guarantors in the Trust Deed.

Pursuant to the Trust Deed, the Notes Guarantees constitute direct, (subject as set out below) unconditional, unsubordinated and unsecured obligations of each Guarantor and rank pari passu with all other outstanding unsecured and unsubordinated obligations of such Guarantor, present and future, but, in the event of insolvency, only to the extent permitted by applicable laws relating to creditors’ rights as further set out below.

Provisions substantially in the following form in relation to the limitations in respect of the Guarantors are included in the Trust Deed. In the event that an additional guarantor is added to the relevant Series of Notes pursuant to Condition 3.4, any applicable limitations will be set out in the supplemental Trust Deed applicable to such additional Guarantor.

Limitations – French Guarantors

In respect of the obligations under clause 7.15 of the Trust Deed, the obligations and liabilities of each of Global Switch (France) Holding SAS and Global Switch (Paris) SAS as Guarantors (the French Guarantors) shall not include any obligation or liability which if incurred would constitute: (i) prohibited financial assistance within the meaning of article L.225-216 of the French Code de commerce and/or (ii) a misuse of corporate assets within the meaning of article L.242-6 and L.244-1 of the French Code de commerce or any other law or regulations having the same effect, as interpreted by French courts and/or (iii) an amount that either French Guarantor cannot pay without exceeding its financial capacity or otherwise resulting in the insolvency of either French Guarantor as of the date the Notes Guarantee is granted, or if later further amended, restated or reaffirmed, as of such later date. In addition, the obligations and liabilities of either French Guarantor under the Notes Guarantee will be limited, at any time, to an amount equal to the aggregate of all amounts made available under the Notes or under any indebtedness refinanced by the Notes, to the Issuer to the extent directly or indirectly on-lent to the French Guarantor under intercompany loan arrangements and outstanding on the date the French Guarantors’ Notes Guarantee is called; it being specified that any payment made by the French Guarantors in respect of the obligations of the Issuer shall reduce pro tanto the outstanding amount of the intra-group loans due by the French Guarantors under the intragroup loan referred to above.

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TAXATION

British Virgin Islands

The following is a general description of certain British Virgin Islands tax considerations relating to the Notes. It does not purport to be a complete analysis of all tax considerations relating to the Notes. Prospective Noteholders should consult their tax advisers as to the consequences under the tax laws of the country of which they are resident for tax purposes and the tax laws of the British Virgin Islands of acquiring, holding and disposing of Notes and receiving payments of interest, principal and/or other amounts under the Notes. This summary is based upon the law as in effect on the date of this Base Prospectus and is subject to any change in law that may take effect after such date.

As the Issuer is registered under the BVI Business Companies Act, 2004, payment of principal and interest in respect of the Notes will not be subject to taxation in the British Virgin Islands and no withholding tax will be required to be deducted by the Issuer on such payments made to a Noteholder.

In addition, the Notes will not be liable to any stamp duty in the British Virgin Islands. Gains derived from the sale or exchange of Notes by persons who are not otherwise liable to British Virgin Islands income tax will not be subject to British Virgin Islands income tax. The British Virgin Islands currently has no relevant capital gains tax, estate duty, inheritance tax or gift tax.

Holders of Notes who are not resident in the British Virgin Islands, and who do not engage in trade or business through a permanent establishment in the British Virgin Islands, will not be subject to British Virgin Islands taxes or duties on gains realised on the sale or redemption of such Notes. No holder of a Note will be deemed to be resident or domiciled in the British Virgin Islands simply by virtue of holding a Note.

UK Taxation

The following applies only to persons who are the beneficial owners of Notes and is a summary of the Issuer's understanding of current United Kingdom law and published HM Revenue and Customs practice relating only to the United Kingdom withholding tax treatment of payments of principal and interest (as understood for UK tax purposes) in respect of Notes. It does not deal with any other United Kingdom taxation implications of acquiring, holding or disposing of Notes. The United Kingdom tax treatment of prospective Noteholders depends on their individual circumstances and may be subject to change in the future. Prospective Noteholders who may be subject to tax in a jurisdiction other than the United Kingdom or who may be unsure as to their tax position should seek their own professional advice.

Interest on the Notes

Payments of interest on the Notes by the Issuer

Payments of interest on the Notes by the Issuer may be made without withholding on account of United Kingdom income tax provided that the interest on the Notes does not constitute United Kingdom source income for tax purposes.

Even if payments of interest on the Notes do constitute United Kingdom source income for tax purposes, payments of interest on the Notes may be made without deduction of or withholding on account of United Kingdom income tax provided that the Notes are and continue to be listed on a "recognised stock exchange" within the meaning of section 1005 of the Income Tax Act 2007. The Irish Stock Exchange is a recognised stock exchange. The Notes will satisfy this requirement if they are officially listed in Ireland in accordance with provisions corresponding to those generally applicable in EEA states and are admitted to trading on the

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Irish Stock Exchange. Provided, therefore, that the Notes are and remain so listed, interest on the Notes will be payable without withholding or deduction on account of United Kingdom tax.

Interest on the Notes may also be paid without withholding or deduction on account of United Kingdom tax where the maturity of the Notes is less than 365 days and those Notes do not form part of a scheme or arrangement of borrowing intended to be capable of remaining outstanding for more than 364 days.

In other cases, if payments of interest do constitute United Kingdom source income for tax purposes, an amount must generally be withheld from payments of interest on the Notes on account of United Kingdom income tax at the basic rate (currently 20%), subject to any other available exemptions and reliefs. However, where an applicable double tax treaty provides for a lower rate of withholding tax (or for no tax to be withheld) in relation to a Noteholder, HMRC can issue a notice to the Issuer to pay interest to the Noteholder without deduction of tax (or for interest to be paid with tax deducted at the rate provided for in the relevant double tax treaty).

British Virgin Islands Tax Considerations in respect of the Notes Guarantee

If the Issuer fails to pay principal or interest on the Notes, Brookset 20 Limited and Global Switch Group Limited (the BVI Guarantors) may be required to make payments to the holders of Notes under the Notes Guarantee. As the BVI Guarantors are registered under the BVI Business Companies Act, 2004, the same considerations apply as are described in the general description of British Virgin Islands taxation above, and no withholding tax will be required to be deducted by the BVI Guarantor on payments made to a Noteholder.

Australian Tax Considerations in respect of the Notes Guarantee

The following discussion of the Australian withholding tax treatment under the Income Tax Assessment Act 1936 (Cth) (the 1936 Act) and the Income Tax Assessment Act 1997 (Cth) (the 1997 Act) at the date of this Base Prospectus of payments of interest (as defined in the 1936 Act) on the Notes is not exhaustive, is limited to withholding tax only and, in particular, does not deal with the Australian tax treatment of the holder of Notes. Prospective holders of Notes should consult their professional advisers on the Australian tax implications of an investment in the Notes for their particular circumstances.

A Interest Withholding Tax

1. Payments of interest on the Notes by the Issuer

It is assumed that the Issuer is not a resident of Australia and does not carry on business at or through a permanent establishment in Australia. As long at this continues to be the case, payments of principal and interest under the Notes by the Issuer will not be subject to Australian interest withholding tax.

2. Payments under the Notes Guarantee by Australian Guarantors

If the Issuer fails to pay interest on the Notes, Global Switch Australian Holdings Pty Limited, Global Switch Property (Australia) Pty Limited, Global Switch Australia Pty Limited and Global Switch Property Pty Limited (the Australian Guarantors) may be required to make payments to the holders of Notes under the Notes Guarantee. Whether such payments would be interest for Australian withholding tax purposes is not clear. The definition of interest for Australian withholding tax purposes in subsection 128A(1AB) of the 1936 Act is very broad and includes amounts in the nature of interest and amounts in substitution for interest.

The Australian Taxation Office's (ATO) view, as reflected in Taxation Determination TD 1999/26, is that such payments under the Notes Guarantee would be interest for Australian withholding tax purposes. Based on this approach, interest withholding tax would be imposed at the rate of 10% in

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relation to any payments made by the Australian Guarantors in respect of interest on the Notes (or other amounts due under the Notes other than the repayment of amounts subscribed for the Notes) subject to such relief as may be available under the provisions of any applicable double taxation treaty or to any other exemption that may apply.

The exemption that is commonly relied upon by Australian debt issuers is the exemption in section 128F of the 1936 Act in relation to certain publicly offered debentures and debt interests. The ATO states in TD 1999/26 that guarantee payments would be treated as exempt from withholding tax under section 128F of the 1936 Act if the requirements of that section are satisfied. The Issuer will not satisfy the technical requirements of section 128F of the 1936 Act because it is not an Australian resident and the Notes are not issued in carrying on a business at or through a permanent establishment of the Issuer in Australia.

As set out in more detail in Condition 7, if the Australian Guarantors are at any time compelled or authorised by law to deduct or withhold an amount in respect of any Australian withholding taxes imposed or levied by or within Australia in respect of payments under the Notes Guarantee, the Australian Guarantors must, subject to certain exceptions, pay such additional amounts as may be necessary in order to ensure that the net amounts received by the holders of those Notes after such deduction or withholding are equal to the respective amounts which would have been received had no such deduction or withholding been required.

B. Other Australian Withholding Tax Matters

1. TFN / ABN Withholding

The requirements of Australia's tax legislation relating to the quotation of tax file numbers (TFN) and the provision of Australian business numbers (ABN) and the reporting of information to the Australian Taxation Office could technically have application to the Notes. However, the extra- territorial operation of Australian tax laws will depend on whether the Issuer has a sufficient connection with Australia. This will require a consideration of the individual facts and circumstances relevant to the Issuer. If the Issuer does not have a physical business presence in Australia then the provisions may not apply to the Issuer. However, if the Issuer does have a physical business presence in Australia, then the provisions may apply even if the Notes are not connected in any way with that presence.

Australian resident holders of Notes and non-residents holding Notes in the course of carrying on a business at or through a permanent establishment in Australia, may be subject to withholding in relation to:

(i) payments made by the Issuer where the Issuer has a physical business presence in Australia; or

(ii) payments made by the Australian Guarantors,

where the holder of those Notes does not quote a TFN, ABN (in certain circumstances) or provide proof of an appropriate exemption (as appropriate).

2. Bearer Debentures – section 126 of the 1936 Act

Section 126 of the 1936 Act imposes a type of withholding tax at the rate of 47 per cent. (scheduled to be reduced to 45 per cent. from 1 July 2017) on the payment of interest on Notes in bearer form if the Issuer fails to disclose the names and addresses of the holders to the Australian Taxation Office. Section 126 does not apply to the payment of interest on Notes in bearer form held by non-residents of Australia who do not carry on business at or through a permanent establishment in Australia

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where the issue of the Notes has satisfied the requirements of section 128F of the Australian Tax Act or interest withholding tax is payable.

Section 126 is therefore limited in its application to persons in possession of Notes in bearer form who are residents of Australia or non-residents who are engaged in carrying on business in Australia at or through a permanent establishment in Australia. See the discussion above in relation to whether this section could have extra-territorial application to the Issuer.

In addition, the ATO has confirmed that for the purpose of section 126 of the 1936 Act, the holder of debentures (such as the Notes in bearer form) means the person in possession of the debentures. The ATO accepts that this is the person to whom the Issuer makes the payment of interest.

Where interests in Notes in bearer form are held through Euroclear or Clearstream, Luxembourg, and it is determined that the section has application to the Issuer and/or the Australian Guarantors, then the Issuer or the Guarantors, as the case may be, intend to treat the operators of those clearing systems as the holders for the purposes of section 126 of the 1936 Act.

Dutch Tax Considerations in respect of the Notes Guarantee

General

The following summary outlines the principal Netherlands withholding tax consequences of the Notes Guarantee, but does not purport to be a comprehensive description of all Netherlands tax considerations that may be relevant. This summary is intended as general information only and each prospective investor should consult a professional tax adviser with respect to the tax consequences of the Notes Guarantee.

This summary is based on tax legislation, published case law, treaties, regulations and published policy, in each case as in force as of the date of this Base Prospectus, and does not take into account any developments or amendments thereof after that date whether or not such developments or amendments have retroactive effect.

Where this summary refers to The Netherlands, such reference is restricted to the part of the Kingdom of The Netherlands that is situated in Europe and the legislation applicable in that part of the Kingdom.

Dutch Withholding Tax

All payments made by the Guarantors under the Notes Guarantee may be made free of withholding or deduction for any taxes of whatsoever nature imposed, levied, withheld or assessed by The Netherlands or any political subdivision or taxing authority thereof or therein. However, if the guarantee granted under the Notes Guarantee by the Guarantors in the context of the Euro Medium Term Note Programme is not considered to be granted at arm’s length terms and conditions for Dutch tax purposes, the payments under the Notes Guarantee by a Dutch tax resident Guarantor can be considered a dividend potentially subject to Dutch dividend withholding tax.

Singapore Tax Considerations in respect of the Notes Guarantee

The statements below are general in nature and are based on certain aspects of current tax laws in Singapore and administrative guidelines issued by the Monetary Authority of Singapore (MAS) in force as at the date of this Base Prospectus and are subject to any changes in such laws or administrative guidelines, or the interpretation of those laws or guidelines, occurring after such date, which changes could be made on a retroactive basis. Neither these statements nor any other statements in this Base Prospectus are intended or are to be regarded as advice on the tax position of any holder of the Notes or of any person acquiring, selling or otherwise dealing with the Notes or on any tax implications arising from the acquisition, sale or other dealings in respect of the Notes. The statements made herein do not purport to be a comprehensive or

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exhaustive description of all the tax considerations that may be relevant to a decision to subscribe for, purchase, own or dispose of the Notes (particularly structured Notes) and do not purport to deal with the tax consequences applicable to all categories of investors, some of which (such as financial institutions in Singapore holding the Financial Sector Incentive – Standard Tier tax status) may be subject to special rules. Prospective Noteholders are advised to consult their own professional tax advisers as to the Singapore or other tax consequences of the acquisition, ownership or disposal of the Notes, including the effect of any foreign, state or local tax laws to which they are subject.

It is emphasised that neither the Issuer nor the Guarantors nor any Dealer nor any other persons involved in the Programme accept responsibility for any tax effects or liabilities resulting from the subscription, purchase, holding or disposal of the Notes.

Interest and Other Payments on the Notes

If more than half of any tranche of Notes issued under the Programme on or before 31 December 2018 are distributed by Financial Sector Incentive – Capital Market, Financial Sector Incentive – Standard Tier or Financial Sector Incentive – Bond Market companies (each as defined in the Income Tax Act, Chapter 134 of Singapore (ITA)), that tranche of Notes (Relevant Notes) would be "qualifying debt securities" for the purposes of the ITA and, subject to certain conditions having been fulfilled (including the furnishing of a return on debt securities for the Relevant Notes), interest, discount income (not including discount income arising from secondary trading), prepayment fee, redemption premium and break cost (collectively, Specified Income) from the Relevant Notes derived from the Issuer by any company or body of persons (as defined in the ITA) in Singapore is subject to tax at a concessionary rate of 10 per cent. However, notwithstanding the foregoing:

(a) if during the primary launch of any Relevant Notes, the Relevant Notes are issued to fewer than four persons and 50 per cent. or more of the issue of such Relevant Notes is beneficially held or funded, directly or indirectly, by related parties of the Issuer, such Relevant Notes would not qualify as "qualifying debt securities"; and

(b) even though Relevant Notes are "qualifying debt securities", if, at any time during the tenure of such Relevant Notes, 50 per cent. or more of the issue of such Relevant Notes is beneficially held or funded, directly or indirectly, by related parties of the Issuer, Specified Income from such Relevant Notes derived by:

(i) any related party of the Issuer; or

(ii) any other person where the funds used by such person to acquire such Relevant Notes are obtained, directly or indirectly, from any related party of the Issuer,

shall not be eligible for the concessionary rate of tax of 10 per cent. as described above.

The terms "break cost", "prepayment fee" and "redemption premium" are defined in the ITA as follows: break cost means any fee payable by the issuer of the securities on the early redemption of the securities, the amount of which is determined by any loss or liability incurred by the holder of the securities in connection with such redemption; prepayment fee means any fee payable by the issuer of the securities on the early redemption of the securities, the amount of which is determined by the terms of the issuance of the securities; and redemption premium means any premium payable by the issuer of the securities on the redemption of the securities upon their maturity.

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References to "break cost", "prepayment fee" and "redemption premium" in this Singapore taxation section have the same meaning as defined in the ITA.

The term related party, in relation to a person, means any other person who, directly or indirectly, controls that person, or is controlled, directly or indirectly, by that person, or where he and that other person, directly or indirectly, are under the control of a common person.

Singapore Tax Considerations in respect of the Notes Guarantee

Interest and Other Payments

Under Section 12(6) of the ITA, the following payments are deemed to be derived from Singapore:

(a) any interest, commission, fee or any other payment in connection with any loan or indebtedness or with any arrangement, management, guarantee, or service relating to any loan or indebtedness which is (i) borne, directly or indirectly, by a person resident in Singapore or a permanent establishment in Singapore (except in respect of any business carried on outside Singapore through a permanent establishment outside Singapore or any immovable property situated outside Singapore) or (ii) deductible against any income accruing in or derived from Singapore; or

(b) any income derived from loans where the funds provided by such loans are brought into or used in Singapore.

Such payments, where made to a person not known to the paying party to be a resident in Singapore for tax purposes, are generally subject to withholding tax in Singapore. The rate at which tax is to be withheld for such payments (other than those subject to the 15.00 per cent. withholding tax described below) to non- resident persons other than non-resident individuals is currently 17.00 per cent. The applicable rate for non- resident individuals is 22.00 per cent. However, if the payment is derived by a person not resident in Singapore otherwise than from any trade, business, profession or vocation carried on or exercised by such person in Singapore and is not effectively connected with any permanent establishment in Singapore of that person, the payment is subject to a final withholding tax of 15.00 per cent. The rate of 15.00 per cent. may be reduced by applicable tax treaties.

Certain Singapore-sourced investment income derived by individuals from financial instruments is exempt from tax, including:

(i) interest from debt securities derived on or after l January 2004;

(ii) discount income (not including discount income arising from secondary trading) from debt securities derived on or after 17 February 2006; and

(iii) prepayment fee, redemption premium and break cost from debt securities derived on or after 15 February 2007, except where such income is derived through a partnership in Singapore or is derived from the carrying on of a trade, business or profession.

There is no direct authority under Singapore law on the withholding tax status of payments made by Global Switch Singapore Holdings Pte Limited or Global Switch (Property) Singapore Pte Limited as Guarantors. However, it is likely that payments by Global Switch Singapore Pte Holdings Limited or Global Switch (Property) Singapore Pte Limited under the Notes Guarantee (other than any payment referable to principal repayable under the Notes) would be characterised as falling within Section 12(6) of the ITA that (absent some applicable exemption) would be subject to Singapore withholding tax where the payment is made to a person not known to be tax resident in Singapore.

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It is unclear if the exemptions enjoyed by individuals for certain Singapore-source investment income from debt securities and described above would extend to payments made by a Guarantor under the Notes Guarantee.

Capital Gains

Any gains considered to be in the nature of capital made from the sale of the Notes will not be taxable in Singapore. However, any gains derived by any person from the sale of the Notes which are gains from any trade, business, profession or vocation carried on by that person, if accruing in or derived from Singapore, may be taxable as such gains are considered revenue in nature.

Holders of the Notes who are adopting Singapore Financial Reporting Standard 39-Financial Instruments: Recognition and Measurement (FRS 39), may, for Singapore income tax purposes, be required to recognise gains or losses (not being gains or losses in the nature of capital) on the Notes, irrespective of disposal. Please see the section below on "Adoption of FRS 39 treatment for Singapore income tax purposes''.

Adoption of FRS 39 treatment for Singapore income tax purposes

The Inland Revenue Authority of Singapore has issued a circular entitled "Income Tax Implications arising from the adoption of FRS 39-Financial Instruments: Recognition & Measurement" (the FRS 39 Circular). Legislative amendments to give effect to the tax treatment set out in the FRS 39 Circular have been enacted in Section 34A of the ITA.

The FRS 39 Circular and Section 34A of the ITA generally apply, subject to certain "opt-out" provisions, to taxpayers who are required to comply with FRS 39 for financial reporting purposes.

Holders of the Notes who may be subject to the tax treatment under the FRS 39 Circular should consult their own accounting and tax advisers regarding the Singapore income tax consequences of their acquisition, holding or disposal of the Notes.

On 11 December 2014, the Accounting Standards Council issued a new financial reporting standard for financial instruments, FRS 109 — Financial Instruments, which will become mandatorily effective for annual periods beginning on or after 1 January 2018. It is at present unclear whether, and to what extent, the replacement of FRS 39 by FRS 109 will affect the tax treatment of financial instruments which currently follow FRS 39.

Estate Duty

Singapore estate duty has been abolished for deaths occurring on or after 15 February 2008.

UK Tax Considerations in respect of the Notes Guarantee

If the Issuer fails to pay amounts payable under the Notes, Global Switch Limited, Global Switch Estates 1 Limited and Global Switch Estates 2 Limited (the UK Guarantors) may be required to make payments to the Noteholders under the Notes Guarantee. If the UK Guarantors make any payments under the Notes Guarantee, such payments may be subject to United Kingdom withholding tax at the basic rate (currently 20%) subject to the availability of an applicable relief or to a direction to the contrary from HMRC in respect of relief as may be available pursuant to the provisions of any applicable double taxation treaty. The reliefs outlined above under the subheading entitled “UK Taxation - Interest on the Notes” may not apply to payments made under the Notes Guarantee.

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Hong Kong Tax Considerations in respect of the Notes Guarantee

Withholding Tax

No withholding tax is payable in Hong Kong in respect of payments of principal or interest on the Notes or in respect of any capital gains arising from the sale of the Notes.

Profits Tax

Hong Kong profits tax is chargeable on every person carrying on a trade, profession or business in Hong Kong in respect of profits arising in or derived from Hong Kong from such trade, profession or business (excluding profits arising from the sale of capital assets).

Interest on the Notes may be deemed to be profits arising in or derived from Hong Kong from a trade, profession or business carried on in Hong Kong in the following circumstances:

(i) interest on the Notes is derived from Hong Kong and is received by or accrues to a company carrying on a trade, profession or business in Hong Kong;

(ii) interest on the Notes is derived from Hong Kong and is received by or accrues to a person, other than a company, carrying on a trade, profession or business in Hong Kong and is in respect of the funds of that trade, profession or business; or

(iii) interest on the Notes is received by or accrues to a financial institution (as defined in the Inland Revenue Ordinance (Cap. 112) of Hong Kong) and arises through or from the carrying on by the financial institution of its business in Hong Kong.

Sums received by or accrued to a financial institution by way of gains or profits arising through or from the carrying on by the financial institution of its business in Hong Kong from the sale, disposal or redemption of notes in bearer form will be subject to profits tax.

Sums derived from the sale, disposal or redemption of notes in bearer form will be subject to Hong Kong profits tax where received by or accrued to a person, other than a financial institution, who carries on a trade, profession or business in Hong Kong and the sum has a Hong Kong source unless otherwise exempted. Similarly, such sums in respect of definitive notes in registered form received by or accrued to either the aforementioned person and/or a financial institution will be subject to Hong Kong profits tax if such sums have a Hong Kong source. The source of such sums will generally be determined by having regard to the manner in which the Notes are acquired and disposed.

Stamp Duty

Stamp duty will not be payable on the issue of notes in bearer form provided either:

(i) such Notes are denominated in a currency other than the currency of Hong Kong and are not repayable in any circumstances in the currency of Hong Kong; or

(ii) such Notes constitute loan capital (as defined in the Stamp Duty Ordinance (Cap. 117) of Hong Kong).

If stamp duty is payable it is payable by the Issuer on issue of notes in bearer form at a rate of 3 per cent. of the market value of the Notes at the time of issue.

No stamp duty will be payable on any subsequent transfer of notes in bearer form.

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FATCA DISCLOSURE

Foreign Account Tax Compliance Act

Pursuant to certain provisions of the U.S. Internal Revenue Code of 1986, commonly known as FATCA, a foreign financial institution (as defined by FATCA) may be required to withhold on certain payments it makes (foreign passthru payments) to persons that fail to meet certain certification, reporting or related requirements. The Issuer may be a foreign financial institution for these purposes. A number of jurisdictions have entered into, or have agreed in substance to, intergovernmental agreements with the United States to implement FATCA (IGAs), which modify the way in which FATCA applies in their jurisdictions. Under the provisions of IGAs as currently in effect, a foreign financial institution in an IGA jurisdiction would generally not be required to withhold under FATCA or an IGA from payments that it makes. Certain aspects of the application of the FATCA provisions and IGAs to instruments such as Notes, including whether withholding would ever be required pursuant to FATCA or an IGA with respect to payments on instruments such as Notes, are uncertain and may be subject to change. Even if withholding would be required pursuant to FATCA or an IGA with respect to payments on instruments such as Notes, such withholding would not apply prior to 1 January 2019 and Notes characterised as debt (or which are not otherwise characterised as equity and have a fixed term) for U.S. federal tax purposes that are issued on or prior to the date that is six months after the date on which final regulations defining foreign passthru payments are filed with the U.S. Federal Register generally would be grandfathered for purposes of FATCA withholding unless materially modified after such date (including by reason of a substitution of the Issuer). However, if additional Notes (as described under Condition 16) that are not distinguishable from previously issued Notes are issued after the expiration of the grandfathering period and are subject to withholding under FATCA, then withholding agents may treat all Notes, including the Notes offered prior to the expiration of the grandfathering period, as subject to withholding under FATCA. Holders should consult their own tax advisers regarding how these rules may apply to their investment in Notes. In the event any withholding would be required pursuant to FATCA or an IGA with respect to payments on the Notes, no person will be required to pay additional amounts as a result of the withholding.

The proposed Financial Transactions Tax (FTT)

On 14 February 2013, the European Commission published a proposal (the Commission's Proposal) for a Directive for a common FTT in Belgium, Germany, Estonia, Greece, Spain, France, Italy, Austria, Portugal, Slovenia and Slovakia (the participating Member States). However, Estonia has since stated that it will not participate.

The Commission's Proposal has very broad scope and could, if introduced in its current form, apply to certain dealings in Notes (including secondary market transactions) in certain circumstances. The issuance and subscription of Notes should, however, be exempt.

Under the Commission's Proposal the FTT could apply in certain circumstances to persons both within and outside of the participating Member States. Generally, it would apply to certain dealings in Notes where at least one party is a financial institution, and at least one party is established in a participating Member State. A financial institution may be, or be deemed to be, "established" in a participating Member State in a broad range of circumstances, including (a) by transacting with a person established in a participating Member State or (b) where the financial instrument which is subject to the dealings is issued in a participating Member State.

However, the Commission's Proposal remains subject to negotiation between participating Member States. It may therefore be altered prior to any implementation, the timing of which remains unclear. Additional EU Member States may decide to participate. Prospective holders of Notes are advised to seek their own professional advice in relation to the FTT.

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SUBSCRIPTION AND SALE

The Dealers have, in a Programme Agreement (such Programme Agreement as modified and/or supplemented and/or restated from time to time, the Programme Agreement) dated 16 May 2017, agreed with the Issuer and the Original Guarantors a basis upon which they or any of them may from time to time agree to purchase Notes. Any such agreement will extend to those matters stated under "Form of the Notes" and "Terms and Conditions of the Notes". In the Programme Agreement, the Issuer (failing which, the Guarantors) has agreed to reimburse the Dealers for certain of their expenses in connection with the update of the Programme and the issue of Notes under the Programme and to indemnify the Dealers against certain liabilities incurred by them in connection therewith.

United States

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 within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from, or not subject to, the registration requirements of the Securities Act. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act.

The Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered within the United States or its possessions or to a United States person, except in certain transactions permitted by U.S. Treasury regulations. Terms used in this paragraph have the meanings given to them by the U.S. Internal Revenue Code of 1986 and Treasury regulations promulgated thereunder. The applicable Final Terms (or Pricing Supplement, in the case of Exempt Notes) will identify whether TEFRA C rules or TEFRA D rules apply or whether TEFRA is not applicable.

Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that it will not offer, sell or deliver Notes (a) as part of their distribution at any time or (b) otherwise until 40 days after the completion of the distribution, as determined and certified by the relevant Dealer or, in the case of an issue of Notes on a syndicated basis, the relevant lead manager, of all Notes of the Tranche of which such Notes are a part, within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Regulation S under the Securities Act. Each Dealer has further agreed, and each further Dealer appointed under the Programme will be required to agree, that it will send to each dealer to which it sells any Notes during the distribution compliance period a confirmation or other notice setting forth the restrictions on offers and sales of the Notes within the United States or to, or for the account or benefit of, U.S. persons. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act.

Until 40 days after the commencement of the offering of any Series of Notes, an offer or sale of such Notes within the United States by any dealer (whether or not participating in the offering) may violate the registration requirements of the Securities Act if such offer or sale is made otherwise than in accordance with an available exemption from registration under the Securities Act.

Each issuance of Exempt Notes may be subject to such additional U.S. selling restrictions as the Issuer and the relevant Dealer may agree as a term of the issuance and purchase of such Notes, which additional selling restrictions shall be set out in the applicable Pricing Supplement.

Prohibition of sales to EEA Retail Investors

From 1 January 2018, unless the Final Terms in respect of any Notes (or Pricing Supplement, in the case of Exempt Notes) specifies “Prohibition of Sales to EEA Retail Investors” as “Not Applicable”, each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that it has not offered, sold or otherwise made available and will not offer, sell or

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otherwise make available any Notes which are the subject of the offering contemplated by the Base Prospectus as completed by the Final Terms (or Pricing Supplement, as the case may be) in relation thereto to any retail investor in the EEA. For the purposes of this provision:

(a) the expression retail investor means a person who is one (or more) of the following:

(i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, MiFID II); or

(ii) a customer within the meaning of Directive 2002/92/EC (as amended, the Insurance Mediation Directive), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or

(iii) not a qualified investor as defined in the Prospectus Directive; and

(b) the expression an offer includes the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes.

Prior to 1 January 2018, and from that date if the Final Terms in respect of any Notes (or Pricing Supplement, in the case of Exempt Notes) specifies “Prohibition of Sales to EEA Retail Investors” as “Not Applicable”, in relation to each Member State of the EEA which has implemented the Prospectus Directive (each, a Relevant Member State), each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the Relevant Implementation Date) it has not made and will not make an offer of Notes which are the subject of the offering contemplated by this Base Prospectus as completed by the final terms in relation thereto to the public in that Relevant Member State except that it may, with effect from and including the Relevant Implementation Date, make an offer of such Notes to the public in that Relevant Member State:

(a) at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive;

(b) at any time to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the relevant Dealer or Dealers nominated by the Issuer for any such offer; or

(c) at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of Notes referred to above shall require the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive, or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

For the purposes of this provision:

 the expression an offer of Notes to the public in relation to any Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State; and

 the expression Prospectus Directive means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure in the Relevant Member State.

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United Kingdom

Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that:

(a) in relation to any Notes which have a maturity of less than one year, (i) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business and (ii) it has not offered or sold and will not offer or sell any Notes other than to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or as agent) for the purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses where the issue of the Notes would otherwise constitute a contravention of Section 19 of the FSMA by the Issuer;

(b) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of any Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer or the Original Guarantors; and

(c) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Notes in, from or otherwise involving the United Kingdom.

British Virgin Islands

No prospectus in relation to the Notes has been or will be registered with the British Virgin Islands Financial Services Commission under the Securities and Investment Business Act, 2010. Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that it has not (directly or indirectly) offered, and will not offer, the Notes for purchase or subscription to any person in the British Virgin Islands.

Japan

The Notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No.25 of 1948, as amended; the FIEA) and each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that it will not offer or sell any Notes, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (as defined under Item 5, Paragraph 1, Article 6 of the Foreign Exchange and Foreign Trade Act (Act No. 228 of 1949, as amended)), or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEA and any other applicable laws, regulations and ministerial guidelines of Japan.

France

Each of the Dealers and the Issuer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that it has not offered or sold and will not offer or sell, directly or indirectly, Notes to the public in France, and has not distributed or caused to be distributed and will not distribute or cause to be distributed to the public in France, this Base Prospectus, the relevant Final Terms (or Pricing Supplement, in the case of Exempt Notes) or any other offering material relating to the Notes, and that such offers, sales and distributions have been and will be made in France only to (a) persons providing investment services relating to portfolio management for the account of third parties (personnes fournissant le service d’investissement de gestion de portefeuille pour compte de tiers), and/or (b) qualified investors (investisseurs qualifiés), other than individuals, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire et financier.

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The Netherlands

Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that any Notes will only be offered in The Netherlands to Qualified Investors (as defined in the EU Prospectus Directive), unless such offer is made in accordance with the Dutch Financial Supervision Act (Wet op het financieel toezicht).

Singapore

This Base Prospectus has not been and will not be registered as a prospectus with the Monetary Authority of Singapore, and the Notes will be offered pursuant to exemptions under the Securities and Futures Act, Chapter 289 of Singapore (the Securities and Futures Act). Accordingly, the Notes may not be offered or sold or made the subject of an invitation for subscription or purchase nor may this Base Prospectus or any other document or material in connection with the offer or sale or invitation for subscription or purchase of any Notes be circulated or distributed, whether directly or indirectly, to any person in Singapore other than (a) to an institutional investor pursuant to Section 274 of the Securities and Futures Act, (b) to a relevant person under Section 275(1) of the Securities and Futures Act, or to any person pursuant to Section 275(1A) of the Securities and Futures Act and in accordance with the conditions specified in Section 275 of the Securities and Futures Act, or (c) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the Securities and Futures Act.

Where the Notes are subscribed or purchased under Section 275 of the Securities and Futures Act by a relevant person which is:

(a) a corporation (which is not an accredited investor (as defined in Section 4A of the Securities and Futures Act)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, or

(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an individual who is an accredited investor, securities (as defined in section 239(1) of the Securities and Futures Act) of that corporation or the beneficiaries’ rights and interests (howsoever described) in that trust shall not be transferable for six months after that corporation or that trust has acquired the Notes under Section 275 of the Securities and Futures Act except:

(i) to an institutional investor or to a relevant person defined in Section 275(2) of the Securities and Futures Act or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the Securities and Futures Act;

(ii) where no consideration is or will be given for the transfer;

(iii) where the transfer is by operation of law; or

(iv) pursuant to Section 276(7) of the Securities and Futures Act or Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore.

Australia

No prospectus or other disclosure (as defined in the Corporations Act 2001 of Australia (Corporations Act)) in relation to the Notes has been or will be lodged with the Australian Securities and Investments Commission (ASIC). Each Dealer has represented and agreed and each further Dealer appointed under the programme will be required to represent and agree that it:

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(a) has not (directly or indirectly) offered, and will not offer for issue or sale and has not invited, and will not invite, applications for issue, or offers to purchase, the Notes in, to or from Australia (including an offer or invitation which is received by a person in Australia); and

(b) has not distributed or published, and will not distribute or publish, any information memorandum, advertisement or other offering material relating to the Notes in Australia, unless (1) the aggregate consideration payable by each offeree or invitee is at least AUD 500,000 (or its equivalent in other currencies, disregarding moneys lent by the offeror or its associates) or the offer or invitation otherwise does not require disclosure to investors in accordance with Part 6D.2 of the Corporations Act, (2) such action complies with all applicable laws, regulations and directives, and (3) such action does not require any document to be lodged with ASIC or any other regulatory authority in Australia.

Hong Kong

Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree that:

(a) it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any Notes (except for Notes which are “structured products” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong) (the SFO) other than (i) to "professional investors" as defined in the SFO and any rules made under the SFO; or (ii) in other circumstances which do not result in the document being a "prospectus" as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong (the C(WUMP)O) or which do not constitute an offer to the public within the meaning of the C(WUMP)O; and

(b) it has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue (in each case whether in Hong Kong or elsewhere), any advertisement, invitation or document relating to the Notes, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Notes which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" as defined in the SFO and any rules made under the SFO.

General

Each Dealer has agreed and each further Dealer appointed under the Programme will be required to agree that it will (to the best of its knowledge and belief) comply with all applicable securities laws and regulations in force in any jurisdiction in which it purchases, offers, sells or delivers Notes or possesses or distributes this Base Prospectus and will obtain any consent, approval or permission required by it for the purchase, offer, sale or delivery by it of Notes under the laws and regulations in force in any jurisdiction to which it is subject or in which it makes such purchases, offers, sales or deliveries and neither the Issuer, the Original Guarantors, the Trustee nor any of the other Dealers shall have any responsibility therefor.

None of the Issuer, the Original Guarantors, the Trustee and the Dealers represents that Notes may at any time lawfully be sold in compliance with any applicable registration or other requirements in any jurisdiction, or pursuant to any exemption available thereunder, or assumes any responsibility for facilitating such sale.

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GENERAL INFORMATION

Authorisation

The update of the Programme and the issue of Notes have been duly authorised by resolutions of the Board of Directors of the Issuer and the shareholders of the Issuer dated 15 May 2017. The giving of the Notes Guarantee has been duly authorised by resolutions of the Boards of Directors of each Original Guarantor on 15 May 2017, other than the Boards of Directors of Global Switch Group Limited, Global Switch Coöperatief U.A., ICT Centre Holding B.V., ICT Centre France B.V., Global Switch PropertyHolding B.V, Global Switch (France) Holding SAS and Global Switch (Paris) SAS, which approved the giving of the Notes Guarantee on 12 May 2017, and by resolutions of the shareholders of Global Switch (France) Holding SAS and Global Switch (Paris) SAS dated 12 May 2017 and of Global Switch Limited, Global Switch Estates 1 Limited and Global Switch Estates 2 Limited dated 15 May 2017.

Listing of Notes

It is expected that each Tranche of the Notes which is to be admitted to the Official List and to trading on the Main Securities Market will be admitted separately as and when issued, subject only to the issue of one or more Global Notes initially representing the Notes of such Tranche. Application has been made to the Irish Stock Exchange for Notes, other than Exempt Notes, issued under the Programme during the period of twelve months from the date of this Base Prospectus to be admitted to the Official List and trading on its regulated market. The approval of the Programme in respect of the Notes, other than Exempt Notes, was granted on or about 16 May 2017.

Documents Available

For the period of 12 months following the date of this Base Prospectus, copies of the following documents will, when published, be available in physical form for inspection from the registered office of the Issuer and from the specified office of the Paying Agent for the time being in London:

(a) the memorandum and articles of association of the Issuer and the memorandum and articles of association (or equivalent constitutional documents with an English translation thereof, if necessary) of each of the Original Guarantors;

(b) the consolidated audited financial statements of the Issuer in respect of the financial years ended 31 December 2016 and 31 December 2015. The Issuer currently prepares audited consolidated accounts on an annual basis;

(c) the Trust Deed, the Agency Agreement and the forms of the Global Notes, the Notes in definitive form, the Coupons and the Talons;

(d) a copy of this Base Prospectus; and

(e) any future offering circulars, prospectuses, information memoranda, supplements, Final Terms and Pricing Supplements (in the case of Exempt Notes) (save that Pricing Supplements will only be available for inspection by a holder of such Note and such holder must produce evidence satisfactory to the Issuer and the Paying Agent as to its holding of Notes and identity) to this Base Prospectus and any other documents incorporated herein or therein by reference.

Clearing Systems

The Notes have been accepted for clearance through Euroclear and Clearstream, Luxembourg (which are the entities in charge of keeping the records). The appropriate Common Code and ISIN for each Tranche of

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Notes allocated by Euroclear and Clearstream, Luxembourg will be specified in the applicable Final Terms (or Pricing Supplement, in the case of Exempt Notes). If the Notes are to clear through an additional or alternative clearing system the appropriate information will be specified in the applicable Final Terms or Pricing Supplement.

The address of Euroclear is Euroclear Bank SA/NV, 1 Boulevard du Roi Albert II, B-1210 Brussels and the address of Clearstream, Luxembourg is Clearstream Banking, 42 Avenue JF Kennedy, L-1855 Luxembourg.

Conditions for determining price

The price and amount of Notes to be issued under the Programme will be determined by the Issuer and each relevant Dealer at the time of issue in accordance with prevailing market conditions.

Significant or Material Change

There has been no significant change in the financial position of the Group since 31 December 2016 and there has been no material adverse change in the financial position or prospects of the Issuer and each Guarantor since 31 December 2016.

Litigation

Neither the Issuer, the Original Guarantors nor any other member of the Group is or has been involved in any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Issuer or the Original Guarantors are aware) in the 12 months preceding the date of this document which may have or have in such period had a significant effect on the financial position or profitability of the Issuer, any Original Guarantor or the Group.

Auditors

The auditors of the Issuer are Deloitte LLP, Chartered Accountants and Statutory Auditors of 2 New Street Square, London EC4A 3BZ, who have audited the Issuer's accounts, without qualification, in accordance with IFRS for each of the two financial years ended on 31 December 2016. The auditors of the Issuer have no material interest in the Issuer. Deloitte LLP is a member of the Institute of Chartered Accountants in England and Wales.

Dealers transacting with the Issuer and the Original Guarantors

Certain of the Dealers and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer, the Original Guarantors and their affiliates in the ordinary course of business.

Trustee's action

The Conditions and the Trust Deed provide for the Trustee to take action on behalf of the Noteholders in certain circumstances, but only if the Trustee is indemnified and/or secured and/or pre-funded to its satisfaction. It may not always be possible for the Trustee to take certain actions, notwithstanding the provision of an indemnity and/or security and/or pre-funding to it. Where the Trustee is unable to take any action, the Noteholders are permitted by the Conditions and the Trust Deed to take the relevant action directly.

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ISSUER Global Switch Holdings Limited O'Neal Marketing Associates Building 2nd Floor, Wickham's Cay II, Road Town Tortola, British Virgin Islands THE ORIGINAL GUARANTORS

Brookset 20 Limited Global Switch Coöperatief U.A. O'Neal Marketing Associates Building Johan Huizingalaan 759 2nd Floor, Wickham's Cay II, Road Town 1066 VH Amsterdam, The Netherlands Tortola, British Virgin Islands

ICT Centre Holding B.V. ICT Centre France B.V. Johan Huizingalaan 759 Johan Huizingalaan 759 1066 VH Amsterdam, The Netherlands 1066 VH Amsterdam, The Netherlands

Global Switch Amsterdam B.V. Global Switch PropertyHolding B.V. Johan Huizingalaan 759 Johan Huizingalaan 759 1066 VH Amsterdam, The Netherlands 1066 VH Amsterdam, The Netherlands

Global Switch Amsterdam Property B.V. Global Switch Australia Holdings Pty Limited Johan Huizingalaan 759 400 Harris Street 1066 VH Amsterdam, The Netherlands Ultimo, Sydney, NSW 2007, Australia

Global Switch Property (Australia) Pty Limited Global Switch Australia Pty Limited 400 Harris Street 400 Harris Street Ultimo, Sydney, NSW 2007, Australia Ultimo, Sydney, NSW 2007, Australia

Global Switch Property Pty Limited Global Switch Singapore Holdings Pte Limited 400 Harris Street One Marina Boulevard #28-00 Ultimo, Sydney, NSW 2007, Australia Singapore, 018989

Global Switch (Property) Singapore Pte Limited Global Switch (France) Holding SAS One Marina Boulevard #28-00 7-9 Rue Petit Singapore, 0189898 92110 Clichy, France

Global Switch (Paris) SAS Global Switch Limited 7-9 Rue Petit 4th Floor Millbank Tower, 21-24 Millbank Tower 92110 Clichy, France London, United Kingdom, SW1P 4QP

Global Switch Estates 1 Limited Global Switch Estates 2 Limited 4th Floor Millbank Tower, 21-24 Millbank Tower 4th Floor Millbank Tower, 21-24 Millbank Tower London, United Kingdom, SW1P 4QP London, United Kingdom, SW1P 4QP

Global Switch Group Limited Global Switch Hong Kong Limited O'Neal Marketing Associates Building Room 1501-08 Millennium City 5 418 2nd Floor, Wickham's Cay II, Road Town Kwun Tong Road, Tortola, British Virgin Islands Kwun Tong, Hong Kong

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TRUSTEE BNY Mellon Corporate Trustee Services Limited One Canada Square London E14 4BB

ISSUING AND PRINCIPAL PAYING AGENT The Bank of New York Mellon One Canada Square London E14 4BB LEGAL ADVISERS To the Issuer and the Original Guarantors

As to British Virgin Islands law

Appleby (Isle of Man) LLC 33 – 37 Athol Street Douglas Isle of Man IM1 1LB As to English law As to Hong Kong law

King & Spalding International LLP King & Wood Mallesons 125 Old Broad Street 13/F Gloucester Tower London EC2N 1AR The Landmark 15 Queen's Road Central Hong Kong

To the Dealers and the Trustee

as to English law as to Netherlands law

Allen & Overy LLP Allen & Overy LLP One Bishops Square Apollolaan 15 London E1 6AD 1077 AB Amsterdam

as to Australian law as to Singapore law

Allen & Overy Allen & Overy LLP Level 25 50 Collyer Quay 85 Castlereagh Street Singapore 049324 Sydney NSW 2000 as to French Law

Allen & Overy LLP 52 avenue Hoche 75008 Paris

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AUDITORS Deloitte LLP 2 New Street Square London EC4A 3BZ DEALERS

Bank of China Limited, London Branch Barclays Bank PLC 1 Lothbury 5 The North Colonnade London EC2R 7DB Canary Wharf London E14 4BB

Credit Suisse Securities (Europe) Limited Deutsche Bank AG, London Branch One Cabot Square Winchester House London E14 4QJ 1 Great Winchester Street London EC2N 2DB

HSBC Bank plc 8 Canada Square London E14 5HQ

LISTING AGENT

Arthur Cox Listing Services Limited Ten Earlsfort Terrace Dublin 2 Ireland

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