Bail in clause guarantees

Recovery and Resolution Conditions
1. Definitions
2. Recovery and Resolution

The present recovery and resolution conditions were filed on June twenty-ninth, two thousand twenty-three before the Notary Public of the College of Notaries of Catalonia Mr. Javier Micó Giner, with office at Narcís Giralt street, number 57, and registered under the number 5245 of his protocol.

Recovery and Resolution Conditions

Banco de Sabadell, S.A, (hereinafter, the Bank or Banco Sabadell), with registered office in Alicante, at Avenida Óscar Esplá 37, and holder of Spanish tax ID (NIF) A08000143, registered with the Mercantile Registry of Alicante, volume 4070, folio 1 and sheet A156980, is a credit institution subject to the supervision of the Bank of Spain and registered in the special administrative register under number 0081.

When a product or service is subscribed with the Bank that includes a cross reference to these Recovery and Resolutions Conditions, which have been drafted previously by the Bank, the Creditor Counterparty expressly agrees that those shall be applicable to the guarantee entered into and shall form an integral part of said guarantee.

These Recovery and Resolution Conditions, or those which may replace them in the future, can be obtained by the Creditor Counterparty in paper format from the Bank's branches or in digital format on the Bank’s website. The Creditor Counterparty is entitled to request these Recovery and Resolutions Conditions on a durable medium at any time.

1. Definitions

“Bail-in Action” means the exercise of any Relevant Bail-in Power by the relevant resolution authority in respect of all transactions (or all transactions relating to one or more netting sets, as applicable) under this guarantee.

“Bail-in Termination Amount” means the early termination amount or early termination amounts (howsoever described), together with any accrued but unpaid interest thereon, determined pursuant to the Bail-in Action in respect of all transactions (or all transactions relating to one or more netting sets, as applicable) under this guarantee (before, for the avoidance of doubt, any such amount is written down or converted by the relevant resolution authority).

“BRRD” means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.

“Creditor Counterparty” means the party which is not the Bank.

“Relevant Bail-in Power” means any write-down or conversion power existing from time to time (including for this purpose, without limitation, any power to amend or alter the maturity of eligible liabilities of an institution under resolution or amend the amount of interest payable under such eligible liabilities or the date on which interest becomes payable, including by suspending payment for a temporary period and together with any power to terminate and value transactions) under, and exercised in compliance with, any laws, regulations, rules or requirements in effect in Spain:

1. 1. relating to the transposition of the BRRD as amended from time to time, including but not limited to, Law 11/2015 of 18 June as amended from time to time, and the instruments, rules and standards created thereunder, and
2. 2. constituting or relating to the SRM Regulation as amended from time to time,
• in each case, pursuant to which the obligations of a regulated entity (or other affiliate of a regulated entity) can be reduced (including to zero), cancelled or converted into shares, other securities, or other obligations of such regulated entity or any other person.
• A reference to a “regulated entity” is to an entity subject to the scope of application of Law 11/2015 which includes certain credit institutions, investment firms, and certain of their parent or holding companies and, with respect to the SRM Regulation, to any entity referred to in Article 2 of the SRM Regulation.

“SRM Regulation” means Regulation (EU) No 806/2014 of the European Parliament and of the Council of 15 July 2014 establishing uniform rules and a uniform procedure for the resolution of credit institutions and certain investment firms in the framework of a Single Resolution Mechanism and a Single Resolution Fund and amending Regulation (EU) No 1093/2010.

2. Recovery and Resolution

Each party acknowledges and accepts that liabilities arising under this guarantee may be subject to the exercise of the Relevant Bail-in Power by the relevant resolution authority and acknowledges and accepts to be bound by any Bail-in Action and the effects thereof, which may include, without limitation:

1. 1. the early termination and valuation of all transactions (or all transactions relating to one or more netting sets, as applicable) under this guarantee; and
2. 2. if the Bail-in Termination Amount is determined to be payable by the Bank to the Creditor Counterparty pursuant to any such Bail-in Action:
• a. a reduction, in full or in part, of the Bail-in Termination Amount;
• b. a conversion of all, or a portion of, the Bail-in Termination Amount into shares or other instruments of ownership, in which case the Creditor Counterparty acknowledges and accepts that any such shares or other instruments of ownership may be issued to or conferred upon it as a result of the Bail-in Action; and/or
• c. a variation, modification and/or amendment to the terms of this guarantee as may be necessary to give effect to any such Bail-in Action.
3. 3. Each party acknowledges and accepts that this provision is exhaustive on the matters described herein to the exclusion of any other agreements, arrangements or understanding between the parties relating to the subject matter of this guarantee and that no further notice shall be required between the parties pursuant to the guarantee in to order to give effect to the matters described herein.