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Climate Contract Playbook Edition 3

97

Additional Clauses 2.

CONDITIONS

2.1 The Notes shall be subject to the passing of all directors’ and shareholders’ resolutions of the Company to set and publicly announce a Net Zero Target Date.

3.

UNDERTAKINGS

3.1 The Company undertakes to: 3.1.1 [publicly] set a Net Zero Target Date within 1 month of the date of this instrument; 3.1.2 provide the Noteholders with a plan to deliver the Environmental Targets within 6 months of the date of this instrument; and 3.1.3 inform the Noteholders as soon as reasonably practicable following achievement of the Net Zero Target and provide a written report from a Climate Professional confirming the same.

4.

INTEREST

4.1 Until the Notes are repaid by the Company or converted into Shares, interest shall accrue on any outstanding Notes (so far as not converted) at the following rates: 4.1.1 Default Interest Rate until the Net Zero Target is achieved; and 4.1.2 Climate Coupon Discount Rate after the Net Zero Target is achieved and such achievement has been confirmed in a written report from a Net Zero Professional.

5.

EVENTS RESULTING IN IMMEDIATE REDEMPTION

5.1 The Notes then in issue shall be immediately redeemed at the principal amount, together with interest on the Notes outstanding at the Default Interest Rate, if: 5.1.1 the Company does not set a Net Zero Target Date in accordance with the undertaking set out in clause [ ]; or 5.1.2 the Company does or omit to do anything which could reasonably be expected to cause the Company to not achieve the Net Zero Target.

6.

CONVERSION

6.1 Al outstanding Notes shall automatically convert into fully paid Shares on occurrence of a Relevant Event with the following discounts: 6.1.1 Default Conversion Discount if the Net Zero Target has not been achieved; and 6.1.2 Climate Conversion Discount if the Net Zero Target has been achieved and such achievement has been confirmed in a written report from a Net Zero Professional.

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