From and including the Settlement Date to, but excluding, the First Reset Date, only when, as and if declared, dividends will be payable on a non-cumulative basis, with respect to each Dividend Period, in an amount per share equal to 6.375% of the liquidation preference per annum (equivalent to $1,593.75 per Series C Preference Share and $1.59375 per Depositary Share per annum).

Commencing on the First Reset Date, only when, as and if declared, dividends will be payable on a non-cumulative basis, with respect to each Dividend Period during each Reset Period, at a rate per annum equal to the Five-year U.S. Treasury Rate as of the most recent dividend determination date (as described in the preliminary prospectus supplement) plus 5.97% of the liquidation preference per annum.

The Issuer may redeem the Series C Preference Shares represented by the Depositary Shares in whole or in part, from time to time, during any Par Call Period (as defined below) at a redemption price equal to $25,000 per Series C Preference Share (equivalent to $25.00 per Depositary Share), plus the amount of declared and unpaid dividends, if any, without interest on such unpaid dividends.

In addition, the Issuer may redeem the Series C Preference Shares represented by the Depositary Shares in specified circumstances relating to certain tax events or corporate events or within 90 days following the occurrence of a “capital disqualification event” or the occurrence of a “rating agency event” (at such prices set forth and as each term is defined in the preliminary prospectus supplement).

Redemption may require the receipt of any required prior approval from the “capital regulator” and the satisfaction of any conditions to the redemption set forth in the capital guidelines and applicable regulations of the “capital regulator” (as each term is defined in the preliminary prospectus supplement).

Wells Fargo Securities, LLC

BofA Securities, Inc.

Morgan Stanley & Co. LLC

RBC Capital Markets, LLC

BMO Capital Markets Corp.

J.P. Morgan Securities LLC

The Issuer expects that delivery of the Depositary Shares will be made to investors on or about June 11, 2020 which will be the fifth business day following the date of this pricing term sheet (such settlement being referred to as “T+5”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Depositary Shares on any date prior to the date that is two business days before delivery of the Depositary Shares will be required, by virtue of the fact that the Depositary Shares initially will settle T+5, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement and should consult their own advisor.

A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. The rating of the Depositary Shares should be evaluated independently of any other security rating.