SCHEME for the transfer of the International Personal Bank business of the London Branch of Citibank, N.A. to the UK Branch of Citibank Europe plc. pursuant to Part VII of the Financial Services and Markets Act 2000.

NO: CR-2016-007169IN THE HIGH COURT OF JUSTICE

CHANCERY DIVISION

COMPANIES COURT

Citibank, N.A., London Branch

– and –

Citibank Europe plc., UK Branch

CONTENTS

CLAUSE PAGE

PART A -­ THE TRANSFER 1

1. BACKGROUND 1

2. INTERPRETATION 1

PART B -­ THE TRANSFER 2

3. TRANSFER OF THE BUSINESS 2

PART C -­ FURTHER PROVISIONS RELATING TO THE TRANSFER 5

4. CONTINUITY IN CONTRACTS AND ELSEWHERE 5

5. CONTINUITY OF PROCEEDINGS 8

6. ADDITIONAL PROVISIONS RELATING TO THE TRANSFER 8

7. PRIVACY, CONFIDENTIALITY AND DATA PROTECTION 9

8. MARKETING PREFERENCES 10

9. SUBJECT ACCESS REQUESTS 10

10. EVIDENCE: BOOKS AND DOCUMENTS 11

11. ACCESS TO RECORDS 11

12. DECLARATION OF TRUST BY CBNA LONDON BRANCH 11

13. DISCHARGE IN RELATION TO TRANSFERRED BUSINESS 12

PART D -­ PROVISIONS RELATING TO RETAIL AND COMMERCIAL CUSTOMERS 14

14. SET-­OFF RIGHTS OF CEP 14

15. REGULATORY INFORMATION 14

16. COMPENSATION ARRANGEMENTS 14

17. CLIENT MONEY RULES AND CUSTODY 15

18. CUSTOMER COMPLAINTS 15

19. LIABILITY FOR UNAUTHORISED TRANSACTIONS 15

20. CROSS DEFAULT RIGHTS 15

21. ALL MONIES RIGHTS 15

22. CONSOLIDATION RIGHTS 16

23. OTHER RIGHTS OF CEP 16

24. ENTIRE AGREEMENT CLAUSES 16

25. SAVINGS TO RIGHTS 16

PART E -­ MISCELLANEOUS PROVISIONS 18

26. EFFECTIVE DATE 18

27. MODIFICATIONS AND ADDITIONS 18

28. EVIDENCE OF TRANSFER 18

29. THIRD PARTY RIGHTS 18

30. GOVERNING LAW 19

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SCHEDULE 1 -­ DEFINITIONS AND INTERPRETATION 20

SCHEDULE 2 -­ COMPONENTS OF THE TRANSFERRED BUSINESS 33

SCHEDULE 3 -­ BUSINESS INTELLECTUAL PROPERTY 35

SCHEDULE 4 – IPB BUSINESS AGREEMENTS 36

SCHEDULE 5 – DISTRIBUTOR CONTRACTS 37

SCHEDULE 6 – SUPPLIER CONTRACTS 38

ANNEX 39

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PART A -­ THE TRANSFER

1. BACKGROUND

1.1 It is proposed that, subject to and in accordance with Part VII of the FSMA, theTransferred Business shall by the Order transfer from CBNA London Branch to CEP UKBranch, on and with effect from the applicable Relevant Date in accordance with theterms of this Scheme.

1.2 The Transferred Business comprises the entire IPB Business of CBNA London Branch.

2. INTERPRETATION

The definitions and principles of interpretation set out in Schedule 1 shall apply in thisScheme.

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PART B -­ THE TRANSFER

3. TRANSFER OF THE BUSINESS

Transfer of business

3.1 On and with effect from the Effective Date, the Transferred Business shall be transferredby CBNA London Branch to and vest in CEP UK Branch in accordance with the terms ofthis Scheme.

Transferred Assets

3.2 On and with effect from the Effective Date, the Transferred Assets shall, by this Schemeand without any further act or instrument, be transferred to and vest in CEP UK Branchsubject to all Encumbrances (if any) affecting such assets in accordance with the terms ofthis Scheme.

Residual Assets

3.3 On and with effect from each Subsequent Transfer Date (if any), each Residual Asset towhich such Subsequent Transfer Date applies shall, by this Scheme and without anyfurther act or instrument, be transferred to and vest in CEP UK Branch subject to allEncumbrances (if any) affecting such Residual Asset in accordance with the terms of thisScheme.

Transferred Liabilities

3.4 On and with effect from the Effective Date, the Transferred Liabilities shall, by thisScheme and without any further act or instrument, be transferred to and becomeLiabilities of CEP UK Branch subject to all Encumbrances (if any) affecting such Liabilitiesand shall cease to be Liabilities of CBNA London Branch in accordance with the terms ofthis Scheme.

Residual Liabilities

3.5 On and with effect from each Subsequent Transfer Date (if any), each Residual Liability towhich such Subsequent Transfer Date applies shall, by this Scheme and without anyfurther act or instrument, be transferred to and become a Liability of CEP UK Branchsubject to all Encumbrances (if any) affecting such Liability and shall cease to be aLiability of CBNA London Branch in accordance with the terms of this Scheme.

Excluded Assets

3.6 This Scheme shall not operate to transfer or have the effect of transferring, or beconstrued to operate to transfer or have the effect of transferring to CEP UK Branch anyof the Excluded Assets.

Excluded Liabilities

3.7 This Scheme shall not operate to transfer or have the effect of transferring, or beconstrued to operate to transfer or have the effect of transferring to CEP UK Branch anyof the Excluded Liabilities.

Transfer of assets and Liabilities with associated Encumbrance

3.8 Unless otherwise agreed by CBNA London Branch and CEP UK Branch, any asset ofCBNA London Branch (including any asset arising under a Customer Agreement and anyassociated loan, lease, letter of credit, bond, note, derivative, guarantee, indemnity or

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other right or benefit) in respect of which an Encumbrance has been granted by or in favour of CBNA London Branch shall only transfer to CEP UK Branch if the relevant Encumbrance transfers at the same time, and any Encumbrance granted by or in favour of CBNA London Branch in relation to any asset shall only transfer to CEP UK Branch if the relevant asset transfers at the same time.

3.9 Unless otherwise agreed by CBNA London Branch and CEP UK Branch, any Liability of CBNA London Branch (including any Liability arising under a Customer Agreement and any associated loan, lease, letter of credit, bond, note, derivative, guarantee, indemnity or other Liability) in respect of which an Encumbrance has been granted by or in favour of CBNA London Branch shall only transfer to CEP UK Branch if the relevant Encumbrance transfers at the same time, and any Encumbrance granted by or in favour of CBNA London Branch in respect of any Liability shall only transfer to CEP UK Branch if the relevant Liability transfers at the same time.

Residual Assets and Residual Liabilities

3.10 Any assets or Liabilities, including any related Encumbrance granted by or in favour of CBNA London Branch, which do not transfer on the Effective Date as a result of paragraphs 3.8 or 3.9 shall be held by CBNA London Branch as trustee for CEP UK Branch until the applicable Subsequent Transfer Date as Residual Assets or Residual Liabilities.

3.11 Residual Assets and Residual Liabilities may be transferred to CEP UK Branch pursuant to this Scheme or by any other process or procedure.

Consequences of the transfer

3.12 Neither the transfer of the Transferred Business nor this Scheme nor anything done or omitted to be done in connection with the transfer of the Transferred Business or this Scheme shall, in relation to the Transferred Business or any Transferred Asset, Transferred Liability, Residual Asset, Residual Liability or any asset, property or Liability of the business of any member of the Citi Group including the business of CEP UK Branch, whether before or after the Effective Date:

(a) invalidate, discharge or result in the termination of any agreement, instrument,trust deed, indenture, Encumbrance, right, interest, benefit, power, obligation ortitle;;

(b) constitute a breach of or default, event of default, potential event of default,termination event, mandatory prepayment event, enforcement event, perfectionevent or other similar event or condition (however described) under, or allow anyperson to terminate, or (save as expressly provided for in this Scheme) amend theterms of, or take any other action in relation to, any agreement, instrument, trustdeed, indenture, Encumbrance, right, interest, benefit, power, obligation or title;;

(c) require any registration, re-­registration or filing or any amendment to any existingregistration or filing in respect of any agreement, instrument, trust deed, indenture,Encumbrance, right, interest, benefit, power, obligation or title;;

(d) require any person to perform any new or additional obligation or to take any newor additional step or action, including the giving of any notice, the obtaining of anyconsent, approval or determination, the accession to any agreement, the paymentof any fee, cost, expense, interest or other amount, the granting of any new oradditional Encumbrance or the transfer of any asset or property;;

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(e) entitle or require any person to exercise any right or remedy, to reduce, suspend,delay, alter or discharge its rights or obligations, to accelerate, terminate,suspend, delay, alter or discharge the performance of any rights or obligations orotherwise to vary, amend, disclaim, repudiate or terminate any agreement,instrument or Encumbrance;; or

(f) affect the enforceability, priority or ranking of any Encumbrance.

3.13 On and with effect from each Relevant Date, CEP UK Branch shall succeed to the Transferred Business as if in all respects, but subject to the terms of this Scheme, CEP UK Branch were the same person in law as CBNA London Branch with such assets, property and Liabilities as CBNA London Branch had immediately prior to the Relevant Date with respect to the Transferred Business.

3.14 Amendment of contracts and title

Subject to paragraphs 3.12 and 3.13 and Part D, nothing in this Scheme shall prejudice any right which CEP UK Branch or any other person may have on a Relevant Date or subsequently to vary, terminate or perfect any agreement, instrument, trust deed, indenture, Encumbrance, right, interest, benefit, power, obligation or title whether under its terms as amended by this Scheme, by law or otherwise.

3.15 Capacity of the parties

The transfers made pursuant to this Scheme shall have effect notwithstanding any provision to the contrary in any agreement, instrument, trust deed, indenture or arrangement and whether or not CBNA London Branch and CEP UK Branch have capacity to effect the same.

Title to assets

3.16 CEP UK Branch shall accept without investigation or requisition such title as CBNA London Branch shall have at the Effective Date to the Transferred Assets and at each Subsequent Transfer Date to the Residual Asset then transferred to it.

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PART C -­ FURTHER PROVISIONS RELATING TO THE TRANSFER

4. CONTINUITY IN CONTRACTS AND ELSEWHERE

4.1 On and with effect from each Relevant Date and subject to the terms of this Scheme,each agreement relating to the Transferred Business transferred on such date, whether inwriting or not, shall have effect as if CEP UK Branch had always been a party to it insteadof CBNA London Branch and, subject to the terms of this Scheme, each such agreementshall be subject to the same terms and conditions and Encumbrances as applicableimmediately prior to the Relevant Date, and accordingly, on and with effect from theRelevant Date, the rights and obligations of CBNA London Branch in respect of any suchagreement shall be extinguished.

4.2 On and with effect from each Relevant Date and subject to the terms of this Scheme:

(a) any loan, mortgage, bond, note, derivative, guarantee, indemnity, lease, letter ofcredit or other assurance available to any person from CBNA London Branch inrelation to the Transferred Business immediately prior to that Relevant Date shallbecome a loan, mortgage, bond, note, derivative, guarantee, indemnity, lease,letter of credit or other assurance available to such person from CEP UK Branch,and, subject to the terms of this Scheme, CEP UK Branch will have all rights,powers, remedies and Encumbrances in its favour, and will be subject to the sameobligations and Encumbrances against it and without affecting the enforceability,priority or ranking of any such Encumbrance, in respect of such loan, mortgage,bond, note, derivative, guarantee, indemnity, lease, letter of credit or otherassurance as CBNA London Branch immediately prior to that Relevant Date;;

(b) any deposit, senior, subordinated or other loan or loan facility, securitisation,bond, note, derivative, guarantee, indemnity, lease, letter of credit or otherassurance available to CBNA London Branch from any person in relation to theTransferred Business immediately prior to that Relevant Date shall become adeposit, senior, subordinated or other loan or loan facility, securitisation, bond,note, derivative, guarantee, indemnity, lease, letter of credit or other assuranceavailable to CEP UK Branch from such person, and, subject to the terms of thisScheme, CEP UK Branch will have the same rights, powers, remedies andEncumbrances in its favour and will be subject to the same obligations andEncumbrances against it and without affecting the enforceability, priority orranking of any such Encumbrance, in respect of such deposit, senior,subordinated or other loan or loan facility, securitisation, bond, note, derivative,guarantee, indemnity, lease, letter of credit or other assurance as CBNA LondonBranch immediately prior to that Relevant Date;;

(c) any shares, loan notes, debt instruments or other securities held by CBNA LondonBranch, and any senior, subordinated and other debt securities of CBNA LondonBranch in issue, in relation to the Transferred Business immediately prior to thatRelevant Date shall become shares, loan notes, debt instruments or othersecurities held by CEP UK Branch, and senior, subordinated and other debtsecurities of CEP UK Branch in issue, and, subject to the terms of this Scheme,CEP UK Branch will have the same rights, powers, remedies and Encumbrancesin its favour and will be subject to the same obligations and Encumbrancesagainst it, in respect of such shares, loan notes, debt instruments or othersecurities held by CBNA London Branch and senior, subordinated or other debtsecurities of CBNA London Branch in issue immediately prior to that RelevantDate as CBNA London Branch immediately prior to the Relevant Date;;

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(d) any account between CBNA London Branch and any other person in relation tothe Transferred Business shall become an account between CEP UK Branch andsuch person and, subject to the terms of this Scheme, shall be subject to thesame terms and conditions and Encumbrances as applicable to it immediatelyprior to that Relevant Date, and such account shall be deemed for all purposes tobe a single continuing account irrespective of any re-­designation or change inreference to that account by sort code and account number or otherwise made onor after that Relevant Date, and any Encumbrance over such account immediatelyprior to that Relevant Date shall continue to be an Encumbrance over the accounton and after that Relevant Date, including in circumstances where the account isre-­designated or re-­referenced, without the giving of any notice or the taking ofany other steps;; and

(e) as regards agreements in relation to the Transferred Business transferred on suchdate, under which interest, principal or other sums attributable or referable theretoare payable:

(i) to the extent that interest, principal or other sums were payable by CBNALondon Branch immediately prior to that Relevant Date, such interest,principal or other sums shall be payable by CEP UK Branch;;

(ii) to the extent that interest, principal or other sums were payable to CBNALondon Branch immediately prior to that Relevant Date, such interest,principal or other sums shall be payable to CEP UK Branch;; and

(iii) CBNA London Branch shall account to CEP UK Branch for any interest orprincipal or other sums referred to in paragraph (ii) to the extent that thesame are received by CBNA London Branch.

4.3 On and with effect from each Relevant Date:

(a) subject to the terms of this Scheme, any Encumbrance in respect of orconstituting part of the Transferred Business held by or vested in CBNA LondonBranch, or a nominee or agent of or trustee for CBNA London Branch (whether forCBNA London Branch alone or for CBNA London Branch and other persons),immediately prior to that Relevant Date shall be held or vested in CEP UK Branchor, as applicable, that nominee, agent or trustee for CEP UK Branch as if CEP UKBranch or that nominee, agent or trustee had always held such Encumbrance orhad the benefit of such Encumbrance and be available to and enforceable by CEPUK Branch, or the relevant nominee, agent or trustee, both with respect to (i) anyLiabilities and indebtedness (including any principal, interest, fees, charges orother sums) to which the Encumbrance relates which has been incurred or whichhas arisen prior to the Relevant Date and (ii) any Liabilities and indebtedness(including any principal, interest, fees, charges or other sums) to which theEncumbrance relates which is incurred or which arises on or after the applicableRelevant Date;; and

(b) subject to the other provisions of this Scheme, in relation to any Encumbrancereferred to in paragraph 4.3(a) which is transferred on that Relevant Date and anyLiabilities thereby secured, CEP UK Branch, or the relevant nominee, agent ortrustee, shall on and from that Relevant Date be entitled to the same rights,ranking and priorities and be subject to the same obligations and incidents asthose to which CBNA London Branch, or the relevant nominee, agent or trustee,was entitled and subject immediately prior to that Relevant Date and, withoutprejudice to the generality of the foregoing, all waivers, amendments, conditions,consents, deeds of substitution, deeds of release, ranking agreements and priority

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agreements relating to any such Encumbrance shall be enforceable by and binding upon CEP UK Branch, or the relevant nominee, agent or trustee, on and after that Relevant Date to the same extent to which the same would have been enforceable by and binding upon CBNA London Branch, or the relevant nominee, agent or trustee, immediately prior to that Relevant Date.

4.4 On and with effect from each Relevant Date and subject to the terms of this Scheme, any asset relating to the Transferred Business transferred to CEP UK Branch on that Relevant Date which was held by CBNA London Branch, whether alone or jointly with others, as a trustee, custodian or in a similar fiduciary capacity, shall be held by CEP UK Branch alone or jointly, as the case may be, and in the same capacity, with and subject to the rights, powers, duties and obligations previously applicable to CBNA London Branch.

4.5 On and with effect from each Relevant Date and subject to the terms of this Scheme, any asset relating to the Transferred Business transferred to CEP UK Branch on that Relevant Date and in which CBNA London Branch was interested, whether alone or jointly with others, as a beneficiary or in a similar capacity shall vest in CEP UK Branch alone or jointly, as the case may be, and in the same capacity, with and subject to the rights, powers, duties and obligations previously applicable to CBNA London Branch.

4.6 On and with effect from each Relevant Date and subject to the terms of this Scheme, all references in respect of the Transferred Business transferred on that Relevant Date, whether in a contract to which CBNA London Branch is party, a contract to which CBNA London Branch is not a party or elsewhere (including (i) references in insurance policies for any purpose, (ii) references in any Supplier Contract for any purpose and (iii) any label, stamp, identifier or marker designating an asset as the property of CBNA London Branch) and whether in writing or not, to CBNA London Branch, the CBNA Board or any director, officer, employee or agent of CBNA London Branch shall be read as references to CEP UK Branch, the CEP Board or any director, officer, employee or agent of CEP UK Branch respectively. In addition, all rights and/or duties in any such agreement which are exercisable or expressed to be exercisable or responsibilities to be performed by CBNA London Branch, the CBNA Board or any director, officer, employee or agent of CBNA London Branch shall, on and with effect from the Relevant Date and subject to the terms of this Scheme, be exercisable or required to be performed by CEP UK Branch, the CEP Board or any director, officer, employee or agent of CEP UK Branch as appropriate.

4.7 Without prejudice to the generality of paragraph 4.6, on and with effect from the Effective Date:

(a) any offer or invitation to treat made to or by CBNA London Branch prior to theEffective Date in relation to the Pipeline Business shall be construed and haveeffect as an offer or invitation to treat made to or by CEP UK Branch;;

(b) if a person executes an agreement, undertaking, Encumbrance or other documentas a result of any offer or invitation to treat referred to in paragraph 4.7(a) whichwould, when completed, on its face be an agreement with or undertaking,Encumbrance or document in favour of CBNA London Branch, such agreement,undertaking, Encumbrance or other document shall operate as if with or in favourof CEP UK Branch;; and

(c) paragraph 4.6 shall apply in relation to any references to CBNA London Branch,the CBNA Board or any director, officer, employee or agent of CBNA LondonBranch in or relating to such offer, invitation to treat, agreement, undertaking,Encumbrance or other document and any further document relating theretoincluding any insurance policy.

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5. CONTINUITY OF PROCEEDINGS

5.1 On and with effect from each Relevant Date, unless otherwise agreed in writing betweenCBNA London Branch and CEP UK Branch, any Proceedings issued, served, pending,threatened or otherwise in connection with the Transferred Business transferred on thatRelevant Date, and in respect of which CBNA London Branch is plaintiff, claimant,applicant, defendant, respondent or other party shall be continued by, against or with CEPUK Branch and CEP UK Branch shall be entitled to all defences, claims, counterclaims,defences to counterclaims and (subject to paragraph 14) rights of set-­off that were orwould have been available to CBNA London Branch in relation to those Proceedings.

5.2 For the avoidance of doubt and subject to the terms of this Scheme, any Proceedingsissued or served which are not to be continued by, against or with CEP UK Branchpursuant to paragraph 5.1 shall be continued by CBNA London Branch and CBNALondon Branch shall remain entitled to all defences, claims, counterclaims, defences tocounterclaims and rights of set-­off that were or would have been available to it in relationto those Proceedings.

5.3 To the extent that any Proceedings are issued or served in connection with any ResidualAsset or Residual Liability, they shall, until the applicable Subsequent Transfer Date, becontinued by CBNA London Branch in accordance with the reasonable instructions ofCEP UK Branch, and CEP UK Branch shall pay CBNA London Branch on demand theamount of any reasonable costs and Liabilities incurred in connection with thecontinuance of such Proceedings or in following the directions of CEP UK Branch.

5.4 On and with effect from each Relevant Date, unless otherwise agreed in writing betweenCBNA London Branch and CEP UK Branch, any judgment, settlement, order or awardobtained by or against CBNA London Branch in respect of the Transferred Businesstransferred on that Relevant Date and not fully satisfied before such Relevant Date shall,to the extent to which it was enforceable by or against CBNA London Branch immediatelyprior thereto, become enforceable by or against CEP UK Branch.

6. ADDITIONAL PROVISIONS RELATING TO THE TRANSFER

6.1 On and with effect from each Relevant Date and subject to the terms of this Scheme:

(a) any negotiable instrument, cheque, warrant, draft, letter of credit or order forpayment of money relating to the Transferred Business transferred on thatRelevant Date and drawn on or by, or given to, or accepted or endorsed by,CBNA London Branch, or payable at any place of business of CBNA LondonBranch, whether so drawn, given, accepted, endorsed or payable before, on orafter that Relevant Date, shall have the same effect as if it had been drawn on orby, or given to or accepted or endorsed by CEP UK Branch or, as the case maybe, as if the place of business at which it is payable were a place of business ofCEP UK Branch;;

(b) the custody of any document, record, goods or other thing held by CBNA LondonBranch as bailee or chargee in respect of the Transferred Business transferred onthat Relevant Date shall pass to CEP UK Branch and the rights and obligations ofCBNA London Branch under any contract or bailment relating to any suchdocument, record, goods or thing shall on that day become rights and obligationsor CEP UK Branch;; and

(c) any instruction, standing order, direct debit, direction, mandate, indemnity, powerof attorney, authority, undertaking, declaration or consent given to or by CBNALondon Branch in respect of the Transferred Business transferred on that

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Relevant Date (whether in writing or not and whether or not in relation to an account) shall have effect as if given to or, as the case may be, by CEP UK Branch.

6.2 CEP UK Branch shall have the same rights, powers and remedies (and in particular the same rights and powers as to taking or resisting legal proceedings or making or resisting applications to any authority) for ascertaining, perfecting or enforcing any asset or Liability of the Transferred Business as if it had at all times been an asset or Liability of CEP UK Branch.

6.3 CEP UK Branch shall be entitled to rely on and enforce any consent, waiver, representation, warranty, statement or estoppel given or made to CBNA London Branch by a person in relation to the Transferred Business prior to the applicable Relevant Date as though such consent, waiver, representation, warranty, statement or estoppel had been given or made to CEP UK Branch and to the same extent that CBNA London Branch would have been able to rely on and enforce the same.

6.4 With effect from each Relevant Date, CEP UK Branch shall have the same rights under any agreement relating to the Transferred Business transferred on that Relevant Date as CBNA London Branch had immediately prior to such Relevant Date to publish, determine, ascertain, vary or amend any rates, charges, tariffs, scale of fees or other terms. Any such rates, charges, tariffs, scale of fees or other terms published, determined, ascertained, varied or amended by CEP UK Branch at any time on or after the applicable Relevant Date shall apply for the purposes of any such agreement in place of those most recently published, determined, ascertained, varied or amended prior to that time. This shall apply even if CBNA London Branch has, prior to that Relevant Date, transferred (or agreed to transfer) such rights in equity but without prejudice to the rights of any such transferee (including the right to set that rate on behalf of CEP UK Branch). If any such rights are transferred at law by CEP UK Branch following that Relevant Date in relation to a standard variable rate (even if pursuant to an obligation created on or before that Relevant Date), any reference to a standard variable rate shall thereafter be construed as a reference to the standard variable rate of the person who from time to time holds such rights at law.

6.5 Where, prior to a Relevant Date, a Customer has notified CBNA London Branch that he wishes to receive communications from CBNA London Branch electronically, that notification shall remain valid for communications from CEP UK Branch to the latest electronic address which the person has notified CBNA London Branch before that Relevant Date and, except where the Customer notifies CEP UK Branch otherwise, that notification shall be deemed to apply on and with effect from that Relevant Date in respect of any communications by CEP UK Branch to the Customer arising from or in connection with the relevant Customer Agreement.

6.6 Where, following a Relevant Date, a Customer holds a deposit account or deposit accounts with CEP with an aggregate balance in excess of €100,000 (or €200,000 in the case of joint accountholders), for a period of 3 months following the Relevant Date, CEP shall allow such Customer to withdraw any excess amount over €100,000 (or €200,000 in the case of joint accountholders) from any deposit account with CEP to bring the aggregate balance in such deposit accounts to €100,000 (or €200,000 in the case of joint accountholders) free from notice or charge (including loss of interest) which may otherwise apply.

7. PRIVACY, CONFIDENTIALITY AND DATA PROTECTION

7.1 On and with effect from each Relevant Date, CEP UK Branch shall, in relation to theTransferred Business transferred on that Relevant Date, owe to any person the same

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duties of confidentiality and privacy as those which CBNA London Branch owed in relation to the Transferred Business transferred on that Relevant Date immediately prior to the Relevant Date.

7.2 Without prejudice to the other provisions of this Scheme, in respect of the Personal Data Consents, CEP UK Branch shall, with effect from the Effective Date:

(a) succeed to all rights, Liabilities and obligations of CBNA London Branch in respectof those Personal Data Consents;;

(b) become the Data Controller in respect of those Personal Data Consents in placeof CBNA London Branch and shall be deemed to have been the Data Controller atall material times when the Personal Data was processed pursuant to thosePersonal Data Consents;;

(c) be under the same duty by virtue of any law to which CBNA London Branch wassubject to respect the confidentiality and privacy of any person in relation to thePersonal Data processed pursuant to those Personal Data Consents and shall,subject to paragraph 8, be bound by any specific notice or Consent given, orrequest made, by the Data Subject which was binding on CBNA London Branchand which required CBNA London Branch not to use the Personal Data formarketing purposes;; and

(d) have the right to share with CBNA London Branch any Personal Data in relation toCustomers in relation to any Proceedings which CBNA London Branch and CEPUK Branch have agreed, pursuant to paragraph 5.1 are not to be continued by,against or with CEP UK Branch,

and in any such Personal Data Consent, any reference to CBNA London Branch shall be deemed to be a reference to CEP UK Branch.

7.3 Without prejudice to the other provisions of this Scheme, in respect of the Personal Data Consents, Personal Data Consents shall be amended to permit CEP to disclose Personal Data to Regulatory Authorities.

8. MARKETING PREFERENCES

Where, prior to the Effective Date, a Customer has provided Marketing Preferences toeach of CEP UK Branch and CBNA London Branch, CBNA London Branch's record of hisMarketing Preference shall be deemed to apply on and with effect from the Effective Datewhether or not it is the same as any Marketing Preference provided by him to CEP UKBranch.

9. SUBJECT ACCESS REQUESTS

9.1 Where Personal Data has been provided about individuals in connection with anyapplication for or operation of a Customer Agreement and any such individual has made aSubject Access Request to CBNA London Branch before the Effective Date and CBNALondon Branch has not responded with a copy of the Personal Data held by it inaccordance with the DPA before the Effective Date, CEP UK Branch may respond to therequest, in accordance with the DPA, by providing copies of Personal Data held by CBNALondon Branch immediately before the Effective Date.

9.2 Where a Data Subject has made a Subject Access Request to CEP UK Branch before theEffective Date and CEP UK Branch has not responded with a copy of the Personal Dataheld by it in accordance with the DPA before the Effective Date, CEP UK Branch may

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exclude Personal Data forming part of the Transferred Business from its response thereafter.

10. EVIDENCE: BOOKS AND DOCUMENTS

10.1 All books and other documents which would, before the applicable Relevant Date, have been evidence in respect of any matter for or against CBNA London Branch at such Relevant Date shall be admissible in evidence in respect of the same matter for or against CEP UK Branch on or after that Relevant Date. In this paragraph "documents" has the same meaning as in section 13 of the Civil Evidence Act 1995.

10.2 On and from the applicable Relevant Date, the Bankers' Books Evidence Act 1879 shall apply to any books of CBNA London Branch transferred to, and vested in, CEP UK Branch by virtue of this Scheme, and to entries made in those books before that Relevant Date, as if such books were the books of CEP UK Branch.

10.3 For the purpose of section 4 of the Bankers' Books Evidence Act 1879, books so transferred to, and vested in, CEP UK Branch shall be deemed to have been the ordinary books of CEP UK Branch at the time of the making of any entry therein which purports to have been made before the applicable Relevant Date, and any such entry shall be deemed to have been made in the usual and ordinary course of business.

10.4 In this paragraph "books" shall be construed as "bankers' books" as defined in section 9(2) of the Bankers' Books Evidence Act 1879.

11. ACCESS TO RECORDS

11.1 Subject to the same being treated as confidential information and being kept confidential by the persons provided access under this paragraph 11, from the applicable Relevant Date:

(a) CBNA London Branch shall allow CEP UK Branch and any persons authorised byCEP UK Branch access on reasonable notice to the Statutory Records and theVAT Records;; and

(b) CEP UK Branch shall allow CBNA London Branch and any persons authorised byCBNA London Branch access on reasonable notice to the Business Records,

in each case, save to the extent that CBNA London Branch or CEP UK Branch (as appropriate) is prevented from doing so by any obligation in law (including any obligation as to confidentiality), regulation, judgment or order of any court or of any competent judicial, governmental, regulatory or supervisory body.

12. DECLARATION OF TRUST BY CBNA LONDON BRANCH

12.1 If:

(a) any asset of CBNA London Branch is not transferred to and vested in CEP UKBranch by this Scheme on the Effective Date by reason of such asset being aResidual Asset or otherwise;; or

(b) any Residual Asset is not transferred to and vested in CEP UK Branch by thisScheme on the Subsequent Transfer Date applicable thereto,

then CBNA London Branch shall, on and from the Effective Date (but save to the extent that giving effect to such a trust would require a consent or waiver which has not been obtained or that such a trust would not be recognised by any applicable law or unless

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otherwise agreed by CBNA London Branch and CEP UK Branch) hold any asset referred to in paragraphs 12.1(a) and (b), together with any proceeds of sale or income or other right accrued or return arising in respect thereof (including, any payment, property or right within paragraph 12.3 below), as trustee for CEP UK Branch.

12.2 Unless otherwise agreed by CBNA London Branch and CEP UK Branch, CBNA London Branch shall be subject to directions from CEP UK Branch in respect of any asset referred to in paragraphs 12.1(a) and (b) on and from the Effective Date until the relevant property is transferred to or otherwise vested in CEP UK Branch or is disposed of (whereupon CBNA London Branch shall account to CEP UK Branch for the proceeds thereof), and CEP UK Branch shall have authority to act as the attorney of CBNA London Branch in respect of such property.

12.3 In the event of any payment being made to, asset being received by, or right being conferred upon CBNA London Branch on or after the Effective Date in respect of the Transferred Business or any Relevant Asset and unless otherwise agreed by CBNA London Branch and CEP UK Branch, CBNA London Branch shall, as soon as is reasonably practicable after its receipt, pay over the full amount of such payment or (to the extent to which it is able to do so) transfer such asset or right to, or in accordance with the directions of, CEP UK Branch.

13. DISCHARGE IN RELATION TO TRANSFERRED BUSINESS

13.1 Subject to paragraph 13.2, on and from the Effective Date, CEP UK Branch shall discharge on CBNA London Branch's behalf or pay CBNA London Branch on demand the amount of any charges, costs, Liabilities and claims arising in respect of all Transferred Liabilities and Residual Liabilities which are payable by CBNA London Branch.

13.2 CEP shall not pay CBNA London Branch on demand the amount of, and shall not be obliged to discharge CBNA London Branch from:

(a) any Liability of CBNA London Branch to the extent that it is entitled to recover thesame from any person (including, without limitation, by way of insurance), unless,and then only to the extent that, CBNA London Branch shall have failed to recoverany such amount pursuant to rights it may have against any person (including,without limitation, under any applicable contract of insurance), having usedreasonable endeavours to do so;; or

(b) any Liability which would fall on CBNA London Branch by virtue of paragraph13.4.

13.3 CEP UK Branch shall discharge on CBNA London Branch's behalf or pay CBNA London Branch on demand the amount of any costs and/or expenses which it may incur in pursuing any claim against any such person as is referred to in paragraph 13.2(a) (including under any applicable contract of insurance). Subject thereto, CBNA London Branch shall take such steps as CEP UK Branch shall require in order to pursue the rights it may have against any such person (including under any applicable contract of insurance). CEP UK Branch shall be entitled to have conduct of all litigation or other proceedings in respect of any such claim (including taking such action in the name of and on behalf of CBNA London Branch as CEP UK Branch shall determine). In that connection, CBNA London Branch shall give all such assistance as CEP UK Branch may reasonably require in conducting all proceedings.

13.4 Subject to paragraph 13.5, CBNA London Branch shall pay CEP UK Branch on demand the amount of any Liabilities, losses, claims and expenses in respect of the Transferred

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Business, the Transferred Assets, the Residual Assets, the Transferred Liabilities and the Residual Liabilities:

(a) to the extent they are otherwise recoverable by CBNA London Branch from anyperson;; or

(b) in connection with any defect (whether in title or otherwise) in relation to, or anyother diminution in the value of, any property transferred to CEP UK Branch underthis Scheme to the extent that the loss resulting therefrom is otherwiserecoverable from any person.

13.5 The payment obligation in paragraph 13.4 shall be limited to such amounts as CBNA London Branch shall recover pursuant to the rights it may have against any person (including, without limitation, under any applicable contract of insurance).

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PART D -­ PROVISIONS RELATING TO RETAIL AND COMMERCIAL CUSTOMERS

14. SET-­OFF RIGHTS OF CEP

14.1 Subject to paragraph 14.2, on and with effect from the Effective Date, CEP shall not be entitled to apply any Set-­Off Rights which might otherwise be exercisable by CEP by virtue of this Scheme to reduce or discharge any Liability arising from time to time:

(a) under any Existing CEP Agreement using credit balances held pursuant to anyCustomer Agreement;; or

(b) under any Customer Agreement using credit balances held pursuant to anyExisting CEP Agreement.

14.2 The restrictions set out in paragraph 14.1 shall cease to apply in relation to credit balances held pursuant to any Customer Agreement or any Existing CEP Agreement as follows:

(a) where the credit balance is at the Effective Date held for a fixed term, the date thatfalls three months after the expiry of that term;;

(b) where the credit balance is at the Effective Date held on terms that a promotionalrate of interest will be lost if the deposit is withdrawn before the end of a certainperiod, on the date that falls three months after the expiry of that period;; and

(c) in all other cases, on the date that falls three months after the Effective Date.

15. REGULATORY INFORMATION

On and with effect from the Effective Date, Customer Agreements will be amended toreflect the fact that:

(a) Citibank Europe plc is authorised by the Central Bank of Ireland under referenceC26553 and by the Prudential Regulation Authority. It is subject to supervision bythe Central Bank of Ireland, and subject to limited regulation by the FinancialConduct Authority and the Prudential Regulation Authority;; and

(b) references to the FCA Rules on client money will be deleted.

16. COMPENSATION ARRANGEMENTS

On and with effect from the Effective Date, Customer Agreements will be amended toreflect the fact that:

(a) Customers will no longer be protected by the FSCS and will be protected underthe Irish Schemes and references to the FSCS in the Customer Agreement will beamended as such;; and

(b) due to the difference between the Irish and UK schemes, CEP UK Branch hasapplied to the FSCS to top up the limit of protection for investment and non-­investment insurance mediation business to maintain the same level of cover asCBNA London Branch currently provides to its customers. CEP UK Branch hasreceived such top up in relation to investment business. It is anticipated that CEPUK Branch will receive the insurance mediation top up before the Transfer.

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17. CLIENT MONEY RULES AND CUSTODY

On and with effect from the Effective Date, Customer Agreements will be amended toreflect the fact that CEP UK Branch shall:

(a) be entitled to:

(i) safe-­keep Customer investments either in its own or any subcustodian’scustody in Ireland or the UK or (subject to the client asset requirementsunder the MiFID Regulations), in any other country, subject to the laws,regulations and customs of the place where they are kept and also, whererelevant, to the MiFID Regulations;; and

(ii) hold money for Customers as banker and not as client money under theMiFID Regulations and/or not as trustee;; and

(b) not be required to set aside cash as client money in the exceptional event that ashortfall in client assets was identified.

18. CUSTOMER COMPLAINTS

On and with effect from the Effective date, Customer Agreements will be amended toreflect the fact that Customers who are not resident in the UK will be able to apply to theUK Financial Ombudsman Service or the Irish Financial Services Ombudsman.

19. LIABILITY FOR UNAUTHORISED TRANSACTIONS

On and with effect from the Effective Date, Customer Agreements will be amended toreflect the fact that Customers who are not resident in the UK shall be liable up to amaximum of €75 for losses incurred in respect of transactions they, or someone actinglegitimately on their behalf, did not authorise and which arise from the use of a lost orstolen payment instrument (for example a cheque, or when they have failed to keep thepersonalised features of their account or such instrument safe from misappropriation).

20. CROSS DEFAULT RIGHTS

CEP shall not be entitled on and from the Effective Date to apply any Cross DefaultRights which might otherwise be exercisable by CEP by virtue of this Scheme toaccelerate or alter any rights or obligations:

(a) under any Existing CEP Agreement as a result of the breach of any CustomerAgreement;; or

(b) under any Customer Agreement, as a result of the breach of any Existing CEPAgreement.

21. ALL MONIES RIGHTS

CEP shall not be entitled on and from the Effective Date to apply any All Monies Rightswhich might otherwise be exercisable by CEP by virtue of this Scheme:

(a) under any Existing CEP Agreement to secure any Liability arising from time totime under any Customer Agreement;; or

(b) under any Customer Agreement to secure any Liability arising from time to timeunder any Existing CEP Agreement or any Unsecured New CEP Agreement.

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22. CONSOLIDATION RIGHTS

CEP shall not be entitled on and from the Effective Date to apply any ConsolidationRights which might otherwise be exercisable by CEP by virtue of this Scheme to preventthe release of any Encumbrance given in relation to:

(a) any Existing CEP Agreement until any obligations have been satisfied under anyCustomer Agreement;; or

(b) any Customer Agreement until any obligations have been satisfied under anyExisting CEP Agreement.

23. OTHER RIGHTS OF CEP

CEP shall not be entitled on and from the Effective Date to apply any other right, benefit,interest, discretion, authority or power which might otherwise be exercisable by CEP byvirtue of this Scheme under or in relation to any:

(a) Existing CEP Agreement to terminate, reduce, suspend, delay, alter, discharge orotherwise secure any Liability arising from time to time under any CustomerAgreement;; or

(b) Customer Agreement to terminate, reduce, suspend, alter, discharge or otherwisesecure any Liability arising from time to time under any Existing CEP Agreement.

24. ENTIRE AGREEMENT CLAUSES

24.1 Where a Customer Agreement contains an Entire Agreement Clause, on and with effect from the Relevant Date applicable to that Customer Agreement, the relevant clause shall be read and construed as if it referred only to products or services comprised in the Transferred Business, and shall not apply to, and the Customer Agreement shall not supersede, any Existing CEP Agreements.

24.2 Where an Existing CEP Agreement contains an Entire Agreement Clause, on and with effect from the Effective Date, the relevant clause shall be read and construed as if it referred only to products or services of CEP UK Branch not comprised in the Transferred Business, and shall not apply to, and the Existing CEP Agreement shall not supersede, any Customer Agreements.

24.3 Where a New CEP Agreement contains an Entire Agreement Clause, the relevant clause shall, unless expressly stated to the contrary, be read and construed as if it referred only to products or services of CEP UK Branch not comprised in the Transferred Business, and shall not apply to, and the New CEP Agreement shall not supersede, any Customer Agreement.

25. SAVINGS TO RIGHTS

25.1 The provisions of paragraphs 14 to 24 shall not apply to diminish any right, benefit, interest, discretion, authority or power which:

(a) immediately prior to the Effective Date, CEP UK Branch or its counterparty has inrespect of agreements entered into by CBNA London Branch, including any rightsof CEP UK Branch to use credit balances on accounts held with CEP UK Branchto pay debts owed to CBNA London Branch;;

(b) immediately prior to the Effective Date, CBNA London Branch or its counterpartyhas in respect of Existing CEP Agreements;; or

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(c) CEP UK Branch, CBNA London Branch or a Customer may acquire other than asa result of the Scheme, including as a result of the variation on or after theEffective Date of a Customer Agreement, Existing CEP Agreement or New CEPAgreement.

25.2 If, on or after the Effective Date, CEP UK Branch acquires any rights to exercise any of the rights, benefits, interests, discretions, authorities or powers referred to in paragraphs 14 to 24 in relation to agreements entered into with other Citi Group companies ("Acquired Rights") either:

(a) as a result of any contractual variation;; or

(b) through other means, other than as a result of the Scheme,

paragraphs 14 to 24 shall not apply to restrict CEP UK Branch's rights to exercise the Acquired Rights.

25.3 The provisions of this Part D shall not apply to any contracts which are not Customer Agreements.

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PART E -­ MISCELLANEOUS PROVISIONS

26. EFFECTIVE DATE

26.1 Subject to paragraph 26.2 this Scheme shall become effective at 00.01 hrs on 1 May 2017 or such other time and date as the Court may allow on the application of CBNA London Branch and CEP UK Branch.

26.2 Unless this Scheme shall become effective on or before 00.01 hrs on 1 May 2017 or such other date and/or time as the Court may allow on the application of CBNA London Branch and CEP UK Branch, it shall lapse.

27. MODIFICATIONS AND ADDITIONS

27.1 CBNA London Branch and CEP UK Branch may consent for and on behalf of themselves and all other persons concerned to any modification of or addition to this Scheme or to any further condition or provision affecting the same which, in each case prior to its sanction of this Scheme, the Court may approve or impose.

27.2 At any time after the sanction of this Scheme, CBNA London Branch and CEP UK Branch may apply to the Court for consent to amend its terms to the extent that they apply to the Transferred Business, provided that in any such case the PRA and FCA shall be notified of, and have the right to be heard at, any hearing of the Court at which such application is considered. If such consent is granted, CBNA London Branch and CEP UK Branch may amend the terms of this Scheme in accordance with such consent.

27.3 At any time after the sanction of this Scheme, in the case of any minor or technical amendment to the terms of this Scheme, or any amendment to correct any manifest error in its terms, the amendment may be made without the consent of the Court provided that in any such case the PRA and FCA shall have been notified of the proposed amendment and shall have approved the same.

28. EVIDENCE OF TRANSFER

28.1 The production of a copy of the Order and of this Scheme, with any modifications made under paragraph 27, for all purposes shall be conclusive evidence of the transfer to, and vesting in, CEP UK Branch of the Transferred Business, the Transferred Assets, the Transferred Liabilities, the Residual Assets and the Residual Liabilities.

28.2 In order to enable CEP UK Branch to complete any title to any property or interest in land transferred to, and vested in, it by virtue of this Scheme and, without prejudice to paragraphs 3 to 24 inclusive and 28.1, by notice of title or otherwise, or to deduce title, this Scheme and/or the Order, with any modifications made under paragraph 27, together with any document ancillary thereto (including a certificate of any officer or employee of CEP UK Branch identifying the relevant property or interest in land) shall be deemed to be, and may be used as, a general disposition, conveyance or as the case may be, assignation, of such property or interest in favour of CEP UK Branch.

29. THIRD PARTY RIGHTS

A person who is not a party to this Scheme may not enforce any term of this Schemepursuant to the Contracts (Rights of Third Parties) Act 1999.

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30. GOVERNING LAW

This Scheme is governed by, and shall be construed in accordance with, English law.

Dated: [***] 2017.

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SCHEDULE 1

DEFINITIONS AND INTERPRETATION

1. In this Scheme, the following defined terms have the meanings set out opposite them:

"All Monies Rights" rights providing for a charge, debenture, mortgage or standard security or any other security given in respect of an agreement to secure, in addition, obligations arising under other agreements;;

"AML Legislation" applicable legislation related to the prevention of money laundering, including (to the extent in force at any relevant time) the Money Laundering Regulations 1993 (SI 1993/1933), Financial Services and Markets Act 2000 (Regulations Relating to Money Laundering) (SI 2001/1819), Money Laundering Regulations 2003 (SI 2003/3075) and Money Laundering Regulations 2007 (SI 2007/2157);;

"assets" or "property" assets, property, title, claims, benefits, rights, interests, authorities, discretions and powers of any description, whether present or future or actual or contingent, including any interest (legal or equitable) in real or personal property, any thing in action, any right in contract, tort or otherwise, any asset held on trust or in a fiduciary capacity, any interest under or by virtue of a trust (howsoever arising), any interest arising under any Encumbrance and any right in respect of a judgment, order or award made in any Proceedings and any power under or by virtue of a power of attorney (howsoever arising);;

"Business Goodwill" the goodwill of CBNA London Branch attached to or in relation to the Transferred Business, including the exclusive right for CBNA London Branch and its successors in title and assignees to carry on the Transferred Business;;

"Business Information" the confidential, secret or proprietary information, know-­how and techniques (in whatever media and format held) including all:

(a) formulae, designs, specifications, drawings, data,manuals and instructions;;

(b) customer lists, sales, marketing and promotionalinformation;;

(c) customer data and information;;

(d) business plans and forecasts;; and

(e) technical or other expertise,

to the extent relating and or attributable to the Transferred Business;;

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"Business Intellectual Property"

the Intellectual Property of CBNA London Branch, including that listed in Schedule 3, to the extent relating and/or attributable to the Transferred Business;;

"Business Records" the books and records which are in the possession or under the control of CBNA London Branch to the extent containing information and records (whether current or historic and whether in physical, electronic or machine readable form) relating to the Transferred Business, including information relating to its customers, information and documents or copies thereof collected by CBNA London Branch pursuant to its obligations under AML Legislation, registration and renewal certificates for the Business Intellectual Property and accounting, financial, marketing, sales, management and technical information and correspondence, but excluding the Statutory Records and the VAT Records;;

"CBI" the Central Bank of Ireland or such successor governmental department, regulatory authority or other official body from time to time exercising supervisory powers in relation to banks in Ireland;;

"CBNA Board" the board of directors of CBNA;;

"CBNA London Branch" the London branch of Citibank, N.A., registered in England and Wales with reference number 124704 and whose registered address is Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB;;

"CBNA London Branch Pension Scheme"

the open defined contribution Citi (UK) Pension Plan and the legacy defined benefit CitiFinancial Pension Plan;;

"CEP" Citibank Europe plc.;;

"CEP UK Branch" the UK branch of Citibank Europe plc., registered in Ireland with reference number 132781 and whose UK establishment office address is Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB;;

"CEP Board" the board of directors of CEP;;

"Citi Group" CEP UK Branch, any subsidiary of CEP, any holding company of CEP UK Branch and any subsidiary of any such holding company;;

"Consent" consent for the purposes of paragraph 1 of Schedule 2 to the DPA;;

"Consolidation Rights" rights providing for any Encumbrance given in respect of an agreement not to be released or discharged until obligations have been satisfied in respect of any other agreement;;

"Court" the High Court of England and Wales;;

"Cross Default Rights" rights providing for, or which (if exercised) might result in, the acceleration or alteration of payment obligations or other

-­ 22 -­

obligations under an agreement as a result of a default under another agreement;;

"Customer" a customer of CBNA London Branch or CEP UK Branch, as the case may be, who either alone or jointly with others has entered into a Customer Agreement;;

"Customer Agreement" an agreement with any Customer to the extent relating and/or attributable to the Transferred Business under which CBNA London Branch has agreed in relation to its business to provide services, including the accepting of deposits, the making of loans or any other form of finance, whether secured or unsecured, or the provision of any guarantee, indemnity, letter of credit, performance bond or other assurance and the provision of investment advice, brokerage and custody services, but excluding any agreement which CBNA London Branch has entered into in relation to its treasury or funding arrangements;;

"Data Controller" has the meaning given under section 1 of the DPA;;

"Data Subject" has the meaning given under section 1 of the DPA;;

"Distributor Contracts" contracts under which CBNA London Branch agreed to, amongst other things, market certain investment products to its Customers in connection with the Transferred Business including those listed in Schedule 5;;

"DPA" the Data Protection Act 1998;;

"Effective Date" the time and date on which this Scheme becomes effective in accordance with paragraph 26;;

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"Encumbrance" (a) any mortgage or standard security (including for theavoidance of doubt those registered at the LandRegistry of England and Wales or those registered inthe Land Register of Scotland or recorded in theGeneral Register of Sasines in Scotland or registeredin the Land Registers of Northern Ireland), charge,pledge, assignment or assignation by way of security,lien or any other security interest or encumbrance ofany kind, whether legal or equitable, securing anyobligation of any person or any other agreement orarrangement having a similar effect, including (i) anyindemnity, guarantee, letter of credit, letter of comfort,letter of support, insurance, warranty, representation orother assurance;; and (ii) any fixed or floating charge,standard security or right of set-­off;;

(b) any equalisation agreement, standstill agreement orsimilar agreement or arrangement;;

(c) any third party right or interest, whether legal orequitable, including in any real or personal property;;and

(d) any option, restriction, right of first refusal, right of pre-­emption or any other type of preferential arrangement(including title transfer and retention agreements)having a similar effect;;

with the exception of liens arising by operation of law;;

"Entire Agreement Clause"

a clause contained in a Customer Agreement, Existing CEP Agreement or New CEP Agreement which provides that the agreement represents the entire agreement between the parties in relation to all or some of the accounts or services of the type that are the subject matter of the agreement or that are referred to in the agreement, or otherwise states that the relevant Customer Agreement, Existing CEP Agreement or New CEP Agreement (as applicable) will apply to all accounts or services provided by CBNA London Branch or CEP UK Branch as appropriate;;

"Excluded Assets" all assets of CBNA London Branch other than the Transferred Assets;;

"Excluded Liabilities" all liabilities of CBNA London Branch other than the Transferred Liabilities;;

"Existing CEP Agreement" any agreement between any Customer and Citibank Europe plc. to the extent in force immediately prior to the Effective Date;;

"FCA" the Financial Conduct Authority or such successor governmental department, regulatory authority or other official body from time to time exercising supervisory

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powers in relation to banks under the FSMA;;

"FCA Rules" the rules, guidance, principles and codes in the Handbook of Rules and Guidance issued by the FCA;;

"FSCS" the Financial Services Compensation Scheme which as at the date of this Scheme provides each Customer protection of up to:

(a) [£75,000][£85,000] in respect of depositsdeposited with an FCA authorised deposittaker should the deposit taker becomesunable to repay money deposited with it;;

(b) £50,000 in respect of designated investmentbusiness undertaken by an FCA regulatedentity;;

(c) for protected non-­investment insurancebusiness, 100% of the loss with no upperlimit where claims arise:

(i) in respect of a liability subject tocompulsory insurance;; or

(ii) in respect of a liability subject toprofessional indemnity insurance;; or

(iii) from the death or incapacity of thepolicyholder due to injury, sickness,or infirmity;; and

(d) where claims arise under other types ofpolicy, 90% of the loss with no upper limit;;

"FSMA" the Financial Services and Markets Act 2000 (as amended);;

"HMRC" Her Majesty's Revenue and Customs;;

"IPB Business" all business: (a) relating to, and/or in connection with, the agreements subject to any of the sets of terms and conditions listed in Schedule 4 and any other related documentation;; and/or (b) supporting the rights and obligations under those agreements;;

"Intellectual Property" patents, trade marks, rights in designs, rights in trade and business names, rights in know-­how and trade secrets, copyrights (including, rights in computer software) and database rights (whether or not any of these is registered and including applications for registration of any such thing) and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of these which may subsist anywhere in the world together with rights to use any of the foregoing;;

"Irish Investor a statutory scheme established under the Irish Investor Compensation Act 1998 which provides customers with

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Compensation Scheme" protection in relation to client money owed to or belonging to customers and held by an investment services provider on the customer's behalf, and investment instruments belonging to the customer, and held, administered or managed by an investment services provider (including certain assets in connection with insurance mediation services provided to a customer by an investment services provider). In the event that the investment services provider is unable to meet its obligations to its customer, the customer may be entitled to claim compensation equivalent to 90% of the value of those assets up to a maximum of €20,000 under the scheme;;

"Irish Deposit Guarantee Scheme"

A statutory scheme which provides each Customer of an Irish deposit taker with protection of up to €100,000 in respect of deposits deposited with a deposit taker authorised by the CBI should the deposit taker become unable to repay money deposited with it;;

"Irish Financial Ombudsman Service"

the Irish Financial Services Ombudsman at 3rd Floor, Lincoln House, Lincoln Place, Dublin 2, Ireland;;

"Irish Schemes" Irish Deposit Guarantee Scheme and Irish Investor Compensation Scheme;;

"IT System" all computer hardware (including network and telecommunications equipment and software) and all associated preparatory materials, user manuals and other related documentation owned, used, leased or licensed by or in relation to the Transferred Business;;

"Liabilities" all liabilities, duties and obligations of any description, whether deriving from contract, common law, statute or otherwise, whether present or future, actual or contingent, ascertained or unascertained or disputed, including any obligations in respect of any judgment, order or award made in any Proceedings and any requirement of a regulatory body, and whether owed or incurred severally or jointly or as principal or surety, and “Liability” means any one of them;;

"Marketing Preference" either a Consent given by a Data Subject for use of his Personal Data to market directly to him by any means, or an indication (by act or omission as appropriate) by the Data Subject that such Consent is withheld;;

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MiFID Regulations the Irish European Communities (Markets in Financial Instruments) Regulations 2007 (S.I. 60 of 2007), as amended from time-­to-­time;;

"New CEP Agreement" any agreement to the extent entered into between any Customer and Citibank Europe plc. on or after the Relevant Date;;

"Order" the order of the Court sanctioning this Scheme pursuant to Part VII of the FSMA and any order (including any subsequent order) in relation to this Scheme made by the Court under section 112 of the FSMA;;

"Personal Data" has the meaning given under section 1 of the DPA;;

"Personal Data Consent" any Consent provided by a Data Subject to CBNA London Branch, and any notification made by CBNA London Branch to a Data Subject in respect of the processing of that Data Subject's Personal Data, under or pursuant to a Customer Agreement or an insurance policy issued in respect of the same;;

"Pipeline Business" any application made by a person to CBNA London Branch, whether or not accepted by CBNA London Branch, and any offer or invitation made by CBNA London Branch to a person, in each case made prior to the Effective Date, which may result in the execution on or after the Effective Date of what would, but for the transfer in accordance with this Scheme, be a Customer Agreement;;

"PRA" the Prudential Regulation Authority or such successor governmental department, regulatory authority or other official body from time to time exercising supervisory powers in relation to banks under the FSMA;;

"Proceedings" any claim, counterclaim, complaint, petition, suit, appeal or other legal process, whether intended to have interim or final legal effect in relation to its subject matter, before any court, governmental authority, regulatory authority, tribunal, arbitration panel, ombudsman or other body subsisting or empowered by law or regulation or by the provisions of an agreement;;

"Regulatory Authority" means any court or competition, antitrust, national, supranational or supervising body or other government, governmental, trade, tax or regulatory group or body, in each case in any jurisdiction and including the European Commission, the PRA, FCA, HMRC and CBI but excluding, for these purposes, the Pension Regulator established under section 1 of the Pensions Act 2004 and "Regulatory Authorities" shall be construed accordingly;;

"Relevant Asset" a Transferred Asset or a Residual Asset as appropriate;;

"Relevant Date" in respect of a Transferred Asset or a Transferred Liability, the Effective Date and in respect of a Residual Asset or a

-­ 27 -­

Residual Liability, the applicable Subsequent Transfer Date;;

"Relevant Liability" a Transferred Liability or a Residual Liability as appropriate;;

"Residual Asset" (a) any property or assets of CBNA London Branch,including any Encumbrance in favour of CBNALondon Branch, whether or not governed by thelaws of England and Wales and whether or notsituated in England and Wales, which would be aTransferred Asset but:

(i) which the Court does not have jurisdiction totransfer;;

(ii) which, despite having such jurisdiction, theCourt determines not so to transfer;;

(iii) the transfer of which requires but does nothave recognition by the laws of any relevantjurisdiction;; or

(iv) which CBNA London Branch and CEP UKBranch agree in writing prior to the EffectiveDate would more conveniently be, or whichpursuant to the terms of this Scheme is to be,transferred after the Effective Date;; and

(b) any proceeds of sale or income or other accrual orreturn whatsoever, whether or not in any case in theform of cash, or other asset earned or received fromtime to time after the Effective Date in respect of anyproperty referred to in paragraph (a) of this definitionof Residual Asset;;

"Residual Liability" any Liability or obligation of CBNA London Branch, whether or not governed by the laws of England and Wales and whether or not situated in England and Wales, which would be a Transferred Liability but:

(a) which the Court does not have jurisdiction totransfer;;

(b) which (despite having such jurisdiction) the Courtdetermines not so to transfer;;

(c) the transfer of which requires but does not haverecognition by the laws of any relevant jurisdiction;;

(d) which CBNA London Branch and CEP UK Branchagree in writing prior to the Effective Date wouldmore conveniently be, or which pursuant to theterms of this Scheme is to be, transferred after theEffective Date;; or

(e) which relates to a Residual Asset and arises at anytime before the Subsequent Transfer Date

-­ 28 -­

applicable to that Residual Asset;;

"Scheme" this Scheme in its original form or with or subject to any modification, addition or condition that may be approved or imposed by the Court;;

"Set-­Off Rights" rights arising under, or in relation to, any Customer Agreement or Existing CEP Agreement providing for credit balances on one account to be used as payment towards a Liability arising on, or in relation to, another account;;

"Statutory Records" all books, files, registers, documents, correspondence, papers and other records that are in the possession of or held to the order of CBNA London Branch immediately prior to the Effective Date in relation to the Transferred Business and that are required, by any applicable legal or regulatory requirement or corporate governance requirement (whether or not having the force of law), to be kept by CBNA London Branch and retained in its possession;;

"Subject Access Request" a request for information made by a Customer pursuant to section 7 of the DPA;;

"Subsequent Transfer Date"

in relation to any Residual Asset or Residual Liability, the time and date after the Effective Date on which such Residual Asset or Residual Liability is to be transferred to CEP UK Branch, namely:

(a) in respect of any Residual Asset falling withinparagraph (a)(i) to (iii) of the definition of ResidualAsset, and of any Residual Liability falling withinparagraph (a) to (c) of the definition of ResidualLiability, the time and date on which the requisiteorder or recognition to enable the same to betransferred to CEP UK Branch upon the terms of thisScheme is:

(i) obtained;; or

(ii) no longer required;;

(b) in respect of any Residual Asset falling withinparagraph (a)(iv) of the definition of Residual Assetand of any Residual Liability which falls withinparagraph (d) of the definition of Residual Liability,the time and date on which the parties agree that thetransfer shall take effect or on which the ResidualAsset or Residual Liability becomes capable ofbeing transferred under the terms of this Scheme;;and

(c) in the case of any Residual Asset falling withinparagraph (b) of the definition of Residual Asset andof any Residual Liability falling within paragraph (e)of the definition of Residual Liability, the time anddate on which such Residual Asset or Residual

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Liability is received, earned or incurred by CBNA London Branch, to the extent that such transfer is possible under this Scheme and the parties agree that such transfer should take place;;

"Supplier Contracts" contracts for the provision, directly or indirectly, to CBNA London Branch of goods and/or services in connection with or in relation to the Transferred Business whether or not entered into by CBNA London Branch itself, including information technology, custody or other administrative products and services and secondment, advisory and consultancy arrangements, and including all arrangements and agreements under which any person or any source code deposit agent provides any element of, or any services relating to, the IT System, including leasing, hire purchase, licensing, maintenance and service agreements relating to the IT System including those listed in Schedule 6;;

"Tax" all forms of taxation, whether direct or indirect and whether levied by reference to income, profits, gains, net wealth, asset values (including the transfer and registration of real estate), turnover, added value or other reference, and statutory, governmental, state, provincial, local government or municipal impositions or surcharges, duties, customs and excise duties, contributions, rates and levies (including social security contributions and any other payroll taxes), whenever and wherever imposed (whether imposed by way of a withholding or deduction for or on account of tax or otherwise) and in respect of any persons, and all penalties, charges, costs and interest relating thereto;;

"Transferred Assets" the assets and property of CBNA London Branch relating to the IPB Business as at the Effective Date, whether or not governed by the laws of England and Wales and whether or not situated in England and Wales, except to the extent that they are Residual Assets, including:

(a) the Customer Agreements;;

(b) the assets and property of CBNA London Branchrelating to any transaction, matter or thing referred toin Schedule 2;;

(c) the Business Intellectual Property;;

(d) the Business Information;;

(e) the Pipeline Business;;

(f) the Business Goodwill;;

(g) the Business Records;;

(h) the Personal Data Consents;;

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(i) all other assets and property of CBNA LondonBranch, including:

(i) all rights, interests, benefits andpowers of CBNA London Branchagainst valuers in respect ofvaluation of properties and relatedactivities;;

(ii) all rights, interests, benefits andpowers of CBNA London Branchagainst solicitors, licensed conveyancers and qualified conveyancers in respect of entry into any mortgage or loan (and the taking and perfecting of any Encumbrance);;

(iii) all shares, share warrants, loannotes or similar rights provided toCBNA London Branch in connectionwith a Customer Agreement;;

(iv) all legal opinions in respect of aCustomer Agreement and all rights,interests, benefits and powers ofCBNA London Branch against theperson providing a such legal opinionin respect thereof;; and

(v) any assets relating to Tax,

in each case, to the extent relating and/or attributable to the Transferred Business;; and

(j) all rights and claims of CBNA London Branch(whether present or future, actual or contingent)against any person, and proceedings to whichCBNA London Branch is a party, to the extentrelating and/or attributable to the TransferredBusiness;; (each a "Transferred Claim");;

"Transferred Business" the IPB business of CBNA London Branch as at the Effective Date, including all activities carried on or in connection with or for the purposes of such business, which comprises the Transferred Assets and the Transferred Liabilities and, following each Subsequent Transfer Date, the relevant Residual Asset or Residual Liability;;

"Transferred Claim"

"Transferred Liabilities"

any Proceedings brought by or against CBNA London Branch in respect of the Transferred Business, which transfers to CEP UK Branch under the Scheme;;

all Liabilities whatsoever of CBNA London Branch as at the Effective Date relating to the IPB Business, whether or not governed by the law of England and Wales and whether or not situated in England and Wales, including Liabilities of

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CBNA London Branch relating to:

(a) any transaction, matter or thing referred to inSchedule 2;; and

(b) to the extent relating and/or attributable to theTransferred Business, Tax,

except to the extent that they are (i) Residual Liabilities;; or (ii) Liabilities of CBNA London Branch to the CBNA LondonBranch Pension Scheme;;

"UK Financial Ombudsman Scheme"

The UK Financial Ombudsman Service at Exchange Tower London E14 9SR;;

"Unsecured New CEP Agreement"

any New CEP Agreement within which it is not stated that it is subject to an Encumbrance to secure repayment of the sums due under that New CEP Agreement;;

"VAT Records" all records that are referred to in section 49(5) VATA and that are in the possession of or held to the order of CBNA London Branch immediately prior to the Effective Date in relation to the Transferred Business;; and

"VATA" the Value Added Tax Act 1994.

2. In this Scheme:

(a) References to the Scheme and to paragraphs, Parts or Schedules

Any reference to the Scheme shall include any Schedules to it and references inthe Scheme to paragraphs, Parts or Schedules are, except where the contextotherwise requires, to paragraphs of, Parts of and Schedules to this Scheme.

(b) Headings

Headings are inserted for convenience only and shall not affect the construction ofthis Scheme.

(c) Singular and plural, and gender

Any reference to the singular shall include a reference to the plural and vice versaand any reference to the masculine shall include a reference to the feminine andneuter and vice versa.

(d) Reference to an agreement

Reference to an agreement includes an agreement or undertaking effected bycontract, deed or any other instrument.

(e) Reference to a person

Any reference to a person shall include a reference to any individual, company,firm, partnership, association, organisation, trust or agency, whether or not havinga separate legal personality.

(f) References to writing

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Any reference to writing shall include any modes of reproducing words in a legible and non-­transitory form.

(g) References to rights

The expression "rights" includes, without limitation, present, future, contingent orprospective rights, whether ascertained or unascertained and any rights in respectof any judgment or award made in any proceedings.

(h) References to transfer

The expression "transfer" includes (as the context may require) "vest", "assign","assignation" or "assignment", "dispose" or "disposal" or "convey" or"conveyance".

(i) References to variation

The expression "variation" includes any amendment, modification, variation,supplement, deletion, replacement or termination (as the context requires),however effected.

(j) References to holding company, subsidiary and wholly-­owned subsidiary

The expressions "holding company", "company", "subsidiary" and "wholly-­owned subsidiary" shall have the same meanings as in the Companies Act2006.

(k) References to enactments or statutory provisions

Any reference to an enactment or a statutory provision shall include a reference to(i) that enactment or statutory provision as amended, consolidated, modified,replaced or re-­enacted from time to time and (ii) any subordinate legislation,instrument or order made under the relevant enactment or statutory provision asitself amended, consolidated, modified, replaced or re-­enacted from time to timeand, for the avoidance of doubt, subordinate legislation shall include provisions ofthe FCA Handbook.

(l) References to "including and "in particular"

References to "including" and "in particular" shall not be construed restrictivelybut shall mean "including without prejudice to the generality of the foregoing andwithout limitation" and "in particular but without prejudice to the generality of theforegoing and without limitation".

(m) Exercise of powers of control

Where any obligation pursuant to this Scheme is expressed to be undertaken orassumed by any person, such obligation shall be construed as including arequirement on that person to exercise all rights and powers of control over theaffairs of any other person which that person is properly able to exercise (whetherdirectly or indirectly) in order to secure performance of such obligation.

(n) English law concepts

Reference to any process or concepts of English law shall include all equivalentprocesses or concepts under the laws of any other applicable jurisdiction.

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SCHEDULE 2

COMPONENTS OF THE TRANSFERRED BUSINESS

The following, to the extent relating and/or attributable to the IPB Business:

1. All retail and commercial loans and other financial instruments, secured or unsecuredprovided by CBNA London Branch in connection with the IPB Business.

2. All overdrafts provided by CBNA London Branch in connection with the IPB Business.

3. All deposits received by CBNA London Branch from any person in connection with theIPB Business.

4. All loans made and other funding available to CBNA London Branch, including any senior,subordinated or other debt and capital instruments issued or assumed, or anysecuritisations entered into, by CBNA London Branch in connection with the IPBBusiness.

5. All investments held by CBNA London Branch, including any shares, gilts, warrants,bonds, notes, asset backed securities and other securities, in connection with the IPBBusiness.

6. All foreign exchange option contracts and other foreign exchange contracts, forward ratecontracts and other interest rate contracts, bond futures contracts and any otherderivatives entered into by CBNA London Branch in connection with the IPB Business.

7. All Distributor Contracts entered into by CBNA London Branch in connection with the IPBBusiness.

8. All Supplier Contracts entered into by CBNA London Branch in connection with the IPBBusiness.

9. All contracts entered into by CBNA London Branch any other person under which CBNALondon Branch receives banking and funding services in connection with the IPBBusiness.

10. All contracts entered into by CBNA London Branch pursuant to which any person uses orhas the right to use any asset or property of CBNA London Branch in connection with theIPB Business, including any Business Intellectual Property.

11. All policies of insurance entered into by CBNA London Branch in connection with the IPBBusiness.

12. All BACS account balances held by CBNA London Branch in connection with the IPBBusiness.

13. All bank account balances held by CBNA London Branch in connection with the IPBBusiness.

14. All amounts owed by sundry creditors to CBNA London Branch and owed to sundrycreditors by CBNA London Branch in connection with the IPB Business.

15. All leases, hire purchase agreements and conditional sale agreements entered into byCBNA London Branch in connection with the IPB Business,

together with (i) all clearing, custody, issuance and other agency arrangements and brokerage and execution arrangements entered into by CBNA London Branch for the purpose of and

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relating to any of the foregoing;; and (ii) the benefit or burden of CBNA London Branch under any Encumbrance relating to any of the foregoing.

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SCHEDULE 3

BUSINESS INTELLECTUAL PROPERTY

UK REGISTERED TRADEMARKS

The list of intellectual property in this Schedule 3 is not intended to be a complete list and there may therefore be other intellectual property which is a Transferred Asset.

1. Trademark UK00001358979

2. Trademark UK00001059270

3. Trademark UK00001199419

4. Trademark UK00002447438

5. Trademark UK00002476164

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SCHEDULE 4

IPB Business Agreements

The following, together with any agreements on broadly similar terms and conditions (including historical variants) relating to business of the same nature carried on by CBNA London Branch:

1. IPB London NA Important Information -­ Effective 20 June 2016

2. IPB Bahrain Mutual Funds Transactions Disclaimer

3. IPB Dual Currency Placement Online Ts and Cs

4. IPB FX Order Watch Ts and Cs

5. IPB Mutual Funds Transactions Disclaimer

6. IPB Online Investments Trading -­ Important Information

7. IPB London Loan Ts and Cs -­ Effective 16 March 2012

Copies of each of the above have been attached in the Annex.

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SCHEDULE 5

Distributor Contracts

The following distribution agreements, as amended from time to time, to the extent they relate and/or are attributable to the IPB Business:

1. The Distribution Agreement (Funds) between Citigroup Global Markets Limited andCitibank N.A. (London Branch) dated 28 July 2015 relating to shares in the funds ofCitiFirst Investments plc (with Citigroup Global Markets Limited acting as the principaldistributor and a Citi entity (such as the London branch of Citibank N.A.) acting as sub-­distributor)

2. The Share Purchase Agreement between BlackRock (Channel Islands) Limited andCitibank, N.A. London Branch (International Personal Bank Unit) dated 20 November2006, relating to shares in various funds where Blackrock (Channel Islands) Limited is theentity responsible for the distribution of the funds (with the Citi entity acting as theIntroducing Party / Distributor).

3. The Introducing Agreement between Fidelity Investments International and Citibank, N.A.,London Branch dated 24 November 2006, relating to shares in various funds whereFidelity Investments International is the authorised distributor (with the Citi entity acting asintroducer and nominee for customers investing in the funds)

4. The Distribution Agreement between Franklin Templeton Investment ManagementLimited and Citigold International Wealth Management (London and Jersey) dated 8November 2005 relating to shares in Franklin Templeton Investment Funds (with FranklinTempleton Investment Management Limited (or another Franklin Templeton entity) actingas the Distributor and the Citi entity as the Introducing Party / non-­exclusive distributor).

5. The Introducing Party Agreement between Citibank, N.A. London Branch and Leggmason Investments (Europe) Limited dated 17 October 2006, relating to shares in variousfunds where Legg Mason Investments (Europe) Limited is the appointed distributor (withthe Citi entity acting as Introducing Party / Sub-­Distributor).

6. The Financial Intermediary Agreement between Permal Investment ManagementServices Limited and Citibank, N.A. – London dated 16 January 2003, relating to sharesin various Permal, Alfanar and Haussmann funds where Permal Investment ManagementServices Limited is a non-­exclusive distributor of the funds (with the Citi entity asIntermediary, appointed on a non-­exclusive basis to provide information about the fundsand shares to prospective investors and to assist such investors in subscribing forshares).

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SCHEDULE 6

Supplier Contracts

The following supplier agreements, as amended from time to time, to the extent they relate and/or are attributable to the IPB Business:

1. The Services Agreement between Citibank, N.A., London Branch and Xerago E-­bizServices Private Limited dated 23 December 2010 setting out the contractualarrangements with Xerago E-­Biz Services Private Limited for the design of variouswebsites.

2. The Master Professional Services Agreement between Ignition Marketing Limited andCitibank, N.A., London Branch, dated 1 December 2012 setting out the contractualarrangements with Ignition Marketing Limited for the provision of various services, and theWork Order issued in respect of Citibank, N.A., London Branch, Citibank N.A. (JerseyBranch) and Citibank International plc (now Citibank Europe plc) in relation to the "BenefitProvider Programme" pursuant to the Master Professional Services Agreement

3. The work order dated 20 June 2016 and issued in respect of Citibank, N.A., LondonBranch in relation to "Welcome Packs" printing and mailing services pursuant to theMaster Agreement for the Supply of Goods and Services between Citibank, N.A., LondonBranch and Access Plus Marketing Services Limited (now known as Banner ManagedCommunication) dated 21 April 2010 (however, for the avoidance of doubt, the MasterAgreement for the Supply of Goods and Services referred to in this paragraph 3 will nottransfer under the terms of this Agreement).

4. The Agreement for the Provision of Cheetahmail Services between Experian Limited andCitibank, N.A., London Branch dated 11 January 2010 setting out the contractualarrangements with Experian Limited for the sending of emails on a subscription basis onthe CheetahMail system.

5. Statement of Work 71 (and the subsequent relevant change orders) executed in respectof services provided to by Citibank, N.A., London Branch by Tata Consultancy ServicesLimited pursuant to an agreement between and Citigroup Technology Inc. and TataConsultancy Services Limited under which Tata Consultancy Services Limited provideback office service functions to (amongst other entities) Citibank, N.A., London Branch.

6. The Master Agreement for the Supply of Goods and Services between Citibank, N.A.,London Branch and Optima Communications Limited dated 26 June 2008 setting out thecontractual arrangements with Optima Communications Limited for various servicesrelating to the Citibank Welcome Pack.

7. The contractual arrangements with OTM (UK) Limited for, among other things, theprovision of communications support, namely, the Services Agreement (CommercialTerms) between Citibank International plc (now Citibank Europe plc), Citibank, N.A.,London Branch, Citibank, N.A. (Jersey branch) and OTM (UK) Limited dated 16September 2011.

8. The Master Agreement between Bazaarvoice, Inc., Citibank, N.A., London Branch,Citibank International plc and Citibank, N.A. (Jersey branch) dated 6 June 2014 settingout the contractual arrangements with Bazaarvoice, Inc in relation to services areprovided through the Bazaarvoice platform, including ratings and reviews functionality.

9. The Master Services Agreement for Market Research Services between TNS UK Ltd andCitibank N.A. (London branch) commencing 1 November 2012.

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ANNEX

1. IPB London NA Important Information -­ Effective 20 June 2016

2. IPB Bahrain Mutual Funds Transactions Disclaimer

3. IPB Dual Currency Placement Online Ts and Cs

4. IPB FX Order Watch Ts and Cs

5. IPB Mutual Funds Transactions Disclaimer

6. IPB Online Investments Trading -­ Important Information

7. IPB London Loan Ts and Cs -­ Effective 16 March 2012

Citi International Personal Bank

Level 14, Citigroup Centre

25 Canada Square

London E14 5LB

United Kingdom

Tel: +44 (0) 20 7500 1445

Fax: +44 (0) 20 7500 1726

Email: ipb.london@citi.com

www.ipb.citi.com

2546 A 1216

Citibank N.A., London Branch is authorised and regulated by the Office of the Comptroller of the Currency (USA) and authorised by the Prudential Regulation Authority. Subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority. Details about the extent of our regulation by the Prudential Regulation Authority are available from us on request. Our firm reference number with our UK regulators is 124704. Citibank N.A., London Branch is registered as a branch in the UK at Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB. Registered number BR001018. Citibank N.A. is incorporated with limited liability in the USA. Head office: 399 Park Avenue, New York, NY 10043, USA. © Citibank N.A. 2016. CITI, CITI and Arc Design are registered service marks of Citigroup Inc. Calls may be monitored or recorded for training and service quality purposes.