Terms and Conditions of Us$300,000,000 Tier 2 Subordinated Notes Due 2029 Terms and Conditions of the Notes
TERMS AND CONDITIONS OF US$300,000,000 TIER 2 SUBORDINATED NOTES DUE 2029 TERMS AND CONDITIONS OF THE NOTES The following is the text of the Terms and Conditions of the Notes (subject to completion and modification and excluding italicised text) which will be endorsed on each definitive certificate evidencing the Notes. The U.S.$ 300,000,000 5.00 per cent. Tier 2 Subordinated Notes due 2029 (each a "Note" and together, the "Notes") of Shanghai Commercial Bank Limited (the "Issuer") are constituted by, and have the benefit of, a trust deed (such trust deed as amended and/or supplemented and/or restated from time to time, the "Trust Deed") dated 17 January 2019 (the "Issue Date") and made between the Issuer and The Hongkong and Shanghai Banking Corporation Limited (the "Trustee", which expression shall include any successor as Trustee) as trustee for the Noteholders (as defined below). These terms and conditions (the "Conditions") include summaries of, and are subject to, the detailed provisions of the Trust Deed, which includes the form of the Notes. The Noteholders (as defined below) are entitled to the benefit of, and are bound by, and are deemed to have notice of, all of the provisions of the Trust Deed, and are deemed to have notice of those provisions applicable to them of the agency agreement (such agency agreement as amended and/or supplemented and/or restated from time to time, the "Agency Agreement") dated 17 January 2019 and made between the Issuer, The Hongkong and Shanghai Banking Corporation Limited as principal paying agent (the "Principal Paying Agent", which expression shall include any successor thereto) and as transfer agent (the "Transfer Agent", which expression shall include any successor thereto), The Hongkong and Shanghai Banking Corporation Limited as registrar (the "Registrar", which expression shall include any successor thereto), the other paying agents and transfer agents named therein and the Trustee.
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