Bond Iberdrola Energía 1.45% ( XS2295335413 ) in EUR

Iberdrola Energía

98.49 % ▲

Spain

XS2295335413 ( in EUR )

1.45% per year ( payment 1 time a year)

31/12/2049

Prospectus brochure of the bond Iberdrola XS2295335413 en EUR 1.45%, maturity 31/12/2049

09/02/2027 ( In 342 days )

Iberdrola is a Spanish multinational electric utility company engaged in the generation, distribution, and commercialization of electricity and gas.

The Bond issued by Iberdrola Energía ( Spain ) , in EUR, with the ISIN code XS2295335413, pays a coupon of 1.45% per year.
The coupons are paid 1 time per year and the Bond maturity is 31/12/2049

Offering Circular dated 3 February 2021
IBERDROLA INTERNATIONAL B.V.
(incorporated with limited liability in the Netherlands and having its corporate domicile in Amsterdam)
1,000,000,000 6 Year Non-Call Undated Deeply Subordinated Reset Rate Guaranteed Securities
1,000,000,000 9 Year Non-Call Undated Deeply Subordinated Reset Rate Guaranteed Securities
unconditionally and irrevocably guaranteed on a subordinated basis by
IBERDROLA, S.A.
(incorporated with limited liability in the Kingdom of Spain)
Issue Price 100.00 per cent.
The 1,000,000,000 6 Year Non-Call Undated Deeply Subordinated Reset Rate Guaranteed Securities (the "6 Year Non-Call Securities") and the 1,000,000,000 9 Year Non-Call Undated Deeply
Subordinated Reset Rate Guaranteed Securities (the "9 Year Non-Call Securities", and together with the 6 Year Non-Call Securities, the "Securities") are issued by Iberdrola International B.V.
(the "Issuer" or "Iberdrola International") and unconditionally and irrevocably guaranteed on a subordinated basis by Iberdrola, S.A. (the "Guarantee", and the "Guarantor" or "Iberdrola",
respectively).
The 6 Year Non-Call Securities will bear interest on their principal amount (i) from (and including) the Issue Date to (but excluding) the First Reset Date at a rate of 1.450 per cent. per annum;
and (ii) from (and including) the First Reset Date (as defined in the section headed "Terms and Conditions of the 6 Year Non-Call Securities" (the "6 Year Non-Call Conditions")), at, in respect
of each Reset Period, the relevant 5 year Swap Rate plus: (A) in respect of the Reset Period commencing on the First Reset Date to (but excluding) the First Step-up Date (as defined in the 6 Year
Non-Call Conditions), 1.832 per cent. per annum; (B) in respect of the Reset Periods commencing on the First Step-up Date to (but excluding) the Second Step-up Date (as defined in the 6 Year
Non-Call Conditions), 2.082 per cent. per annum; and (C) in respect of any other Reset Period from and including the Second Step-up Date, 2.832 per cent. per annum, all as determined by the
Agent Bank (subject to the operation of Condition 4(d)). Interest will be payable annually in arrear on each Interest Payment Date (as defined in the 6 Year Non-Call Conditions), commencing on
9 February 2022. If the Issuer does not elect to redeem the 6 Year Non-Call Securities in accordance with Condition 6(f) following the occurrence of a Change of Control Event (as defined in the
6 Year Non-Call Conditions), the then Prevailing Interest Rate (as defined in the 6 Year Non-Call Conditions), and each subsequent Prevailing Interest Rate otherwise determined in accordance
with the 6 Year Non-Call Conditions, on the 6 Year Non-Call Securities shall be increased by 5 per cent. per annum with effect from (and including) the date on which the Change of Control
Event occurred. See Condition 4(h) (Step-up after Change of Control Event).
The 9 Year Non-Call Securities will bear interest on their principal amount (i) from (and including) the Issue Date to (but excluding) the First Reset Date at a rate of 1.825 per cent. per annum;
and (ii) from (and including) the First Reset Date (as defined in the section headed "Terms and Conditions of the 9 Year Non-Call Securities" (the "9 Year Non-Call Conditions")), at, in respect
of each Reset Period, the relevant 5 year Swap Rate plus: (A) in respect of the Reset Period commencing on the First Reset Date to (but excluding) the First Step-up Date (as defined in the 9 Year
Non-Call Conditions), 2.049 per cent. per annum; (B) in respect of the Reset Periods commencing on the First Step-up Date to (but excluding) the Second Step-up Date (as defined in the 9 Year
Non-Call Conditions), 2.299 per cent. per annum; and (C) in respect of any other Reset Period from and including the Second Step-up Date, 3.049 per cent. per annum, all as determined by the
Agent Bank (subject to the operation of Condition 4(d)). Interest will be payable annually in arrear on each Interest Payment Date (as defined in the 9 Year Non-Call Conditions), commencing on
9 February 2022. If the Issuer does not elect to redeem the 9 Year Non-Call Securities in accordance with Condition 6(f) following the occurrence of a Change of Control Event (as defined in the
9 Year Non-Call Conditions), the then Prevailing Interest Rate (as defined in the 9 Year Non-Call Conditions), and each subsequent Prevailing Interest Rate otherwise determined in accordance
with the 9 Year Non-Call Conditions, on the 9 Year Non-Call Securities shall be increased by 5 per cent. per annum with effect from (and including) the date on which the Change of Control
Event occurred. See Condition 4(h) (Step-up after Change of Control Event).
The 6 Year Non-Call Conditions and the 9 Year Non-Call Conditions together shall be referred to as the "Conditions".
The Issuer may, at its sole discretion, elect to defer (in whole or in part) any payment of interest on the Securities, subject to limited exceptions, as more particularly described in Condition 5
(Optional Interest Deferral). Any amounts so deferred, together with further interest accrued thereon (at the Prevailing Interest Rate applicable from time to time), shall constitute Arrears of
Interest (as defined in the Conditions). The Issuer may pay outstanding Arrears of Interest, in whole or in part, at any time in accordance with the Conditions. Notwithstanding the foregoing, the
Issuer shall pay any outstanding Arrears of Interest in whole, but not in part, on the first occurring Mandatory Settlement Date following the Interest Payment Date on which any outstanding
Arrears of Interest was first deferred, all as more particularly described in Condition 5(c) (Mandatory Settlement of Arrears of Interest).
The Securities will be undated securities in respect of which there is no specific maturity date and shall be redeemable (at the option of the Issuer) in whole, but not in part, on any date during the
period commencing on (and including) (i) 9 November 2026 in respect of the 6 Year Non-Call Securities and (ii) 9 August 2029 in respect of the 9 Year Non-Call Securities and ending on (and
including) the First Reset Date and on any Interest Payment Date thereafter, at their principal amount together with any accrued and unpaid interest up to (but excluding) the Redemption Date (as
defined in the Conditions) and any outstanding Arrears of Interest. The Issuer furthermore has the right to redeem the Securities (in whole but not in part), at any time (other than during the
Relevant Period or upon any subsequent Interest Payment Date) at the Make-whole Redemption Amount (as more particularly described in Condition 6). In addition, upon the occurrence of an
Accounting Event, a Capital Event, a Change of Control Event, a Tax Event, a Withholding Tax Event or a Substantial Purchase Event (each such term as defined in the Conditions), the Securities
will be redeemable (at the option of the Issuer) in whole, but not in part, at the prices set out, and as more particularly described, in Condition 6 (Redemption and Purchase).
The Securities will constitute direct, unsecured and subordinated obligations of the Issuer and will at all times rank pari passu and without any preference among themselves and with the (i)
1,000,000,000 Undated Deeply Subordinated Reset Rate Guaranteed Securities, (ii) 700,000,000 Undated Deeply Subordinated Reset Rate Guaranteed Securities, (iii) 800,000,000 Undated
Deeply Subordinated Reset Rate Guaranteed Securities, (iv) 1,600,000,000 Undated Deeply Subordinated Reset Rate Guaranteed Securities and (v) 1,400,000,000 Undated Deeply Subordinated
Reset Rate Guaranteed Securities, in each case, issued by Iberdrola International B.V. and unconditionally and irrevocably guaranteed on a subordinated basis by Iberdrola, S.A., all as more
particularly described in Condition 2 (Status and Subordination of the Securities and Coupons). The payment obligations of the Guarantor under the Guarantee will constitute direct, unsecured
and subordinated obligations of the Guarantor and will at all times rank pari passu and without any preference among themselves. In the event of the Guarantor being declared in insolvency under
Spanish insolvency law, the rights and claims of Holders (as defined in the Conditions) against the Guarantor in respect of or arising under the Guarantee will rank, as against the other obligations
of the Guarantor, in the manner more particularly described in Condition 3 (Guarantee, Status and Subordination of the Guarantee).
Payments in respect of the Securities will be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever
nature of the Netherlands or the Kingdom of Spain, unless such withholding or deduction is required by law. In the event that any such withholding or deduction is made, additional amounts will
be payable by the Issuer or, as the case may be, the Guarantor, subject to certain exceptions as are more fully described in Condition 8 (Taxation). See "Taxation".
Application has been made to admit the Securities to the official list of the Luxembourg Stock Exchange (the "Official List") and to trading on the Luxembourg Stock Exchange's Euro MTF
Market (the "Euro MTF Market"). The Euro MTF Market is not a regulated market for the purposes of Directive 2014/65/EU (as amended, "MiFID II") of the European Parliament and of the
Council on markets in financial instruments. References in this Offering Circular to the Securities being "listed" (and all related references) shall mean that the Securities have been admitted to
the Official List and admitted to trading on the Euro MTF Market.
The Securities are in bearer form and in the denomination of 100,000 each. The relevant Securities will initially be represented by a temporary global security (each a "Temporary Global
Security"), without interest coupons or talons, which will be deposited with a common depositary on behalf of Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking, S.A. ("Clearstream,
Luxembourg") on or about the Issue Date. Interests in each Temporary Global Security will be exchangeable for interests in a permanent global security (each a "Permanent Global Security" and
together with each Temporary Global Security, the "Global Securities") as set out in each Temporary Global Security. Each Permanent Global Security will be exchangeable for definitive Securities
(the "Definitive Securities") as set out in the Permanent Global Security. See "Summary of Provisions relating to the Securities while in Global Form".

The Securities are expected to be rated BBB- by Standard & Poor's Credit Market Services Europe Limited ("S&P"), Baa3 by Moody's Investors Service Limited ("Moody's") and BBB by Fitch
Ratings Limited ("Fitch"). A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.
Each of S&P, Moody's and Fitch is established in the European Union and is registered under Regulation (EC) No 1060/2009 (the "CRA Regulation").
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this Offering Circular.
Global Coordinators and
Structuring Agents to the Issuer and Guarantor
Banco Bilbao Vizcaya Argentaria, S.A.
Citigroup
Joint Bookrunners
Banco Bilbao Vizcaya Argentaria, S.A.
BofA Securities
CaixaBank
Citigroup
Commerzbank
Credit Suisse
Goldman Sachs Bank Europe SE
IMI-Intesa Sanpaolo
ING
NATIXIS
NatWest Markets
SMBC Nikko
Santander

IMPORTANT INFORMATION
This Offering Circular constitutes a prospectus for the purposes of the Luxembourg Act dated July 16, 2019 on
Prospectuses for securities. This document does not constitute a prospectus for the purposes of Regulation (EU)
2017/1129, as amended. The Issuer and the Guarantor accept responsibility for the information contained in
this Offering Circular. To the best of the knowledge of the Issuer and the Guarantor (each having taken all
reasonable care to ensure that such is the case), the information contained in this Offering Circular is in
accordance with the facts and does not omit anything likely to affect the import of such information.
This Offering Circular may only be used for the purposes for which it has been published.
This Offering Circular is to be read in conjunction with all the documents which are incorporated herein by
reference (see "Documents Incorporated by Reference"). This Offering Circular shall be read and construed on
the basis that such documents are incorporated and form part of this Offering Circular.
This Offering Circular does not constitute an offer to sell or the solicitation of an offer to buy any of the
Securities in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such
jurisdiction. The offer or sale of Securities may be restricted by law in certain jurisdictions. None of the Issuer,
the Guarantor or the Joint Bookrunners (as defined in "Subscription and Sale" below) represents that this
Offering Circular may be lawfully distributed, or that the Securities may be lawfully offered, in compliance
with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption
available thereunder, or assume any responsibility for facilitating any such distribution or offering. In particular,
no action has been taken by the Issuer, the Guarantor or the Joint Bookrunners which is intended to permit a
public offering of the Securities or distribution of this Offering Circular in any jurisdiction where action for that
purpose is required. Accordingly, no Securities may be offered or sold, directly or indirectly, and neither this
Offering Circular nor any advertisement or other offering material may be distributed or published in any
jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations.
Persons into whose possession this Offering Circular or any Securities may come must inform themselves about,
and observe, any such restrictions on the distribution of this Offering Circular and the offering and sale of
Securities. In particular, there are restrictions on the distribution of this Offering Circular and the offer or sale
of Securities in the United States, the United Kingdom, the European Economic Area, Italy, the Kingdom of
Spain, Switzerland and Singapore, see "Subscription and Sale" below.
No person is or has been authorised to give any information or to make any representation not contained in or
not consistent with this Offering Circular and any information or representation not so contained must not be
relied upon as having been authorised by or on behalf of the Issuer, the Guarantor or the Joint Bookrunners.
Neither the delivery of this Offering Circular nor the offering, sale or delivery of any Securities shall, under any
circumstances, create any implication that there has been no change in the affairs of the Issuer or the Guarantor
since the date hereof or the date upon which this Offering Circular has been most recently amended or
supplemented or that there has been no adverse change in the financial position of the Issuer or the Guarantor
since the date hereof or the date upon which this Offering Circular has been most recently amended or
supplemented or that the information contained in it or any other information supplied in connection with the
Securities is correct as of any time subsequent to the date on which it is supplied or, if different, the date
indicated in the document containing the same. The Joint Bookrunners expressly do not undertake to review
the financial condition or affairs of the Issuer or the Guarantor during the life of the Securities or to advise any
investor in the Securities of any information coming to their attention.
The Joint Bookrunners have not independently verified the information contained herein. Accordingly, no
representation, warranty or undertaking, express or implied, is made and no responsibility or liability (whether
fiduciary, in tort or otherwise) is accepted by the Joint Bookrunners as to the accuracy or completeness of the
2

information contained or incorporated in this Offering Circular or any other information provided by the Issuer
or the Guarantor in connection with the Securities. The Joint Bookrunners accept no liability in relation to the
information contained or incorporated by reference in this Offering Circular or any other information provided
by the Issuer or the Guarantor in connection with the Securities.
To the fullest extent permitted by law, none of the Joint Bookrunners accepts any responsibility for any act or
omission of the Issuer or the Guarantor, or for the contents of this Offering Circular or for any other statements
made or purported to be made by any Joint Bookrunner or on their behalf in connection with the Issuer, the
Guarantor or the issue and offering of any Securities. Each of the Joint Bookrunners accordingly disclaims all
and any liability whether arising in tort or contract or otherwise which it might otherwise have in respect of any
act or omission of the Issuer or the Guarantor, or this Offering Circular or any such statement.
No person is or has been authorised by the Issuer or the Guarantor to give any information or to make any
representation not contained in or not consistent with this Offering Circular or any other information supplied
in connection with the offering of any Securities and, if given or made, such information or representation must
not be relied upon as having been authorised by the Issuer, the Guarantor or any Joint Bookrunner.
Neither this Offering Circular nor any other information supplied in connection with the Securities (a) is
intended to provide the basis of any credit or other evaluation or (b) should be considered as a recommendation
by the Issuer, the Guarantor or the Joint Bookrunners that any recipient of this Offering Circular or any other
information supplied in connection with the Securities should purchase any Securities. Each investor
contemplating purchasing any Securities should make its own independent investigation of the financial
condition and affairs, and its own appraisal of the creditworthiness, of the Issuer and/or the Guarantor. Neither
this Offering Circular nor any other information supplied in connection with the Securities constitutes an offer
or invitation by or on behalf of the Issuer or the Guarantor or the Joint Bookrunners to any person to subscribe
for or to purchase any Securities.
The Joint Bookrunners make no assurances as to (i) whether the Securities will meet investor criteria and
expectations with regard to environmental impact and sustainability performance for any investors, (ii) whether
the use of the net proceeds will be used for Eligible Green Projects or (iii) the characteristics of the Eligible
Green Projects, including their environmental and sustainability criteria.
References in this section "Important Information" to a "Joint Bookrunner" shall include such entity in its
capacity as a Joint Bookrunner or Global Coordinator and Structuring Agent to the Issuer and the Guarantor as
well, as applicable.
The Securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act") and are subject to U.S. tax law requirements. Subject to certain exceptions, Securities may
not be offered, sold or delivered within the United States or to U.S. persons.
Unless otherwise specified or the context requires, references to "dollars", "U.S. dollars" and "U.S.$" are to
United States dollars, references to "BRL" are to Brazilian Real and references to "euro" and "" are to the
currency introduced at the start of the third stage of European economic and monetary union pursuant to the
Treaty establishing the European Community, as amended.
In connection with the issue of the Securities, Citigroup Global Markets Europe AG (the "Stabilisation
Manager") (or any person acting on behalf of the Stabilisation Manager) may over-allot Securities or
effect transactions with a view to supporting the market price of the Securities at a level higher than that
which might otherwise prevail. However, stabilisation may not necessarily occur. Any stabilisation action
may begin on or after the date on which adequate public disclosure of the terms of the offer of the
Securities is made and, if begun, may cease at any time, but it must end no later than the earlier of 30
days after the issue date of the Securities and 60 days after the date of the allotment of the Securities. Any
3

stabilisation action or over-allotment must be conducted by the Stabilisation Manager (or any person(s)
acting on behalf of the Stabilisation Manager) in accordance with all applicable laws and rules.
MIFID II product governance/Professional investors and ECPs only target market Solely for the purposes of
each manufacturer's product approval process, the target market assessment in respect of the Securities has led
to the conclusion that: (i) the target market for the Securities is eligible counterparties and professional clients
only, each as defined in MiFID II; and (ii) all channels for distribution of the Securities to eligible counterparties
and professional clients are appropriate. Any person subsequently offering, selling or recommending the
Securities (a "distributor") should take into consideration the manufacturers' target market assessment;
however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in
respect of the Securities (by either adopting or refining the manufacturers' target market assessment) and
determining appropriate distribution channels.
UK MiFIR product governance / Professional investors and ECPs only target market Solely for the purposes
of each manufacturer's product approval process, the target market assessment in respect of the Securities has
led to the conclusion that: (i) the target market for the Securities is only eligible counterparties, as defined in
the FCA Handbook Conduct of Business Sourcebook ("COBS"), and professional clients, as defined in the UK
MiFIR; and (ii) all channels for distribution of the Securities to eligible counterparties and professional clients
are appropriate. Any person subsequently offering, selling or recommending the Securities (a "distributor")
should take into consideration the manufacturers' target market assessment; however, a distributor subject to
the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product
Governance Rules") is responsible for undertaking its own target market assessment in respect of the Securities
(by either adopting or refining the manufacturers' target market assessment) and determining appropriate
distribution channels.
PRIIPs Regulation/Prohibition of sales to EEA retail investors The Securities are not intended to be offered,
sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail
investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is
one (or more) of: (i) a retail client as defined in point (11) of MiFID II; or (ii) a customer within the meaning
of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point
(10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No
1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Securities or otherwise making
them available to retail investors in the EEA has been prepared and therefore offering or selling the Securities
or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs
Regulation.
PRIIPs Regulation/Prohibition of sales to UK retail investors The Securities are not intended to be offered,
sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail
investor in the United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or
more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part
of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a customer within
the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement
Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8)
of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA (the
"UK Prospectus Regulation"). Consequently no key information document required by the PRIIPs Regulation
as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling
the Securities or otherwise making them available to retail investors in the UK has been prepared and therefore
offering or selling the Securities or otherwise making them available to any retail investor in the UK may be
unlawful under the UK PRIIPs Regulation.
4

Amounts payable under the Securities are calculated by reference to the 5 year Swap Rate which itself refers to
ICESWAP2/EURSFIXA, which is provided by the ICE Benchmark Administration Limited ("IBA") and the
Euro Interbank Offered Rate ("EURIBOR"), which is provided by the European Money Markets Institute
("EMMI"). As at the date of this Offering Circular, the EMMI appears on the register of administrators and
benchmarks established and maintained by the European Securities and Markets Authority pursuant to Article
36 of the Benchmark Regulation (Regulation (EU) 2016/1011) (the "EEA BMR"). The transitional provisions
in Article 51 of the EEA Benchmarks Regulation apply, such that ICE Benchmark Administration Limited is
not currently required to obtain recognition, endorsement or equivalence.
NOTIFICATION UNDER SECTION 309B(1)(C) OF THE SECURITIES AND FUTURES ACT
(CHAPTER 289) OF SINGAPORE (THE SFA) the Securities are prescribed capital markets products (as
defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment
Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice
FAA-N16: Notice on Recommendations on Investment Products).
5

Table of Contents
Page
Overview ..................................................................................................................................................... 7
Documents Incorporated By Reference....................................................................................................... 16
Risk Factors............................................................................................................................................... 20
Terms and Conditions of the 6 Year Non-Call Securities.............................................................................. 48
Terms and Conditions of the 9 Year Non-Call Securities.............................................................................. 76
Summary of Provisions relating to the Securities while in Global Form..................................................... 104
Form of Guarantee ................................................................................................................................... 107
Description of the Issuer........................................................................................................................... 113
Description of the Guarantor..................................................................................................................... 114
Use of Proceeds........................................................................................................................................ 127
Taxation................................................................................................................................................... 128
Subscription and Sale............................................................................................................................... 133
General Information ................................................................................................................................. 137
6

Overview
This overview must be read as an introduction to this Offering Circular and any decision to invest in the
Securities should be based on a consideration of this Offering Circular as a whole, including the documents
incorporated by reference. Words and expressions defined in the Conditions shall have the same meanings in
this section.
Issuer:
Iberdrola International B.V.
Issuer's Legal Entity Identifier
549300ZMLFJKWC63XN87
("LEI"):
Guarantor:
Iberdrola, S.A.
Guarantor's LEI:
5QK37QC7NWOJ8D7WVQ45
Description of Securities:
1,000,000,000 6 Year Non-Call Undated Deeply
Subordinated Reset Rate Guaranteed Securities (the "6
Year Non-Call Securities") and the 1,000,000,000 9 Year
Non-Call Undated Deeply Subordinated Reset Rate
Guaranteed Securities (the "9 Year Non-Call Securities",
and together with the 6 Year Non-Call Securities, the
"Securities"), to be issued by the Issuer on 9 February
2021 (the "Issue Date").
Global Coordinators and Structuring
Banco Bilbao Vizcaya Argentaria, S.A. and Citigroup
Agents to the Issuer and the
Global Markets Europe AG
Guarantor:
Joint Bookrunners:
Banco Bilbao Vizcaya Argentaria, S.A., Banco Santander,
S.A., BofA Securities Europe SA, CaixaBank, S.A.,
Citigroup Global Markets Europe AG, Commerzbank
Aktiengesellschaft, Credit Suisse Securities, Sociedad de
Valores, S.A., Goldman Sachs Bank Europe SE, ING
Bank N.V., Intesa Sanpaolo S.p.A., NATIXIS, NatWest
Markets N.V. and SMBC Nikko Capital Markets Europe
GmbH
Fiscal Agent:
The Bank of New York Mellon, London Branch
Issue Price:
100.00 per cent.
Maturity Date:
Undated
Interest:
The 6 Year Non-Call Securities will bear interest on their
principal amount:
(i) from (and including) the Issue Date to (but
excluding) the First Reset Date at a rate of 1.450 per
cent. per annum commencing on 9 February 2022;
and
(ii) from (and including) the First Reset Date, at, in
respect of each Reset Period, the relevant 5 year
Swap Rate plus:
7

(A) in respect of the Reset Period commencing on
the First Reset Date to (but excluding) the First
Step-up Date, 1.832 per cent. per annum;
(B) in respect of the Reset Periods commencing on
the First Step-up Date to (but excluding) the
Second Step-up Date, 2.082 per cent. per
annum; and
(C) in respect of any other Reset Period from and
including the Second Step-up Date, 2.832 per
cent. per annum,
all as determined by the Agent Bank (subject to the
operation of Condition 4 (d)), payable annually in arrear
on each Interest Payment Date.
The 9 Year Non-Call Securities will bear interest on their
principal amount:
(i) from (and including) the Issue Date to (but
excluding) the First Reset Date at a rate of 1.825 per
cent. per annum commencing on 9 February 2022;
and
(ii) from (and including) the First Reset Date, at, in
respect of each Reset Period, the relevant 5 year
Swap Rate plus:
(A) in respect of the Reset Period commencing on
the First Reset Date to (but excluding) the First
Step-up Date, 2.049 per cent. per annum;
(B) in respect of the Reset Periods commencing on
the First Step-up Date to (but excluding) the
Second Step-up Date, 2.299 per cent. per
annum; and
(C) in respect of any other Reset Period from and
including the Second Step-up Date, 3.049 per
cent. per annum,
all as determined by the Agent Bank (subject to the
operation of Condition 4 (d)), payable annually in arrear
on each Interest Payment Date.
All as more particularly described in Condition 4.
If the Issuer does not elect to redeem the Securities in
accordance with Condition 6(f) following the occurrence
of a Change of Control Event, the then Prevailing Interest
Rate, and each subsequent Prevailing Interest Rate
otherwise determined in accordance with the Conditions,
on the Securities shall be increased by 5 per cent. per
annum with effect from (and including) the date on which
the Change of Control Event occurred. See Condition 4.
8

Interest Payment Dates:
Interest payments in respect of the Securities will be
payable annually in arrear on 9 February in each year,
commencing on 9 February 2022.
Status of the Securities:
The Securities and the Coupons constitute direct,
unsecured and subordinated obligations of the Issuer
(senior only to Junior Obligations of the Issuer) and shall
at all times rank pari passu and without any preference
among themselves.
Subordination of the Securities:
In the event of an Issuer Winding-up, the rights and claims
of the Holders against the Issuer in respect of or arising
under the Securities and the Coupons will rank (i) junior
to the claims of all holders of Senior Obligations of the
Issuer, (ii) pari passu with the claims of holders of all
Parity Obligations of the Issuer and (iii) senior to the
claims of holders of all Junior Obligations of the Issuer.
Subject to applicable law, no Holder may exercise or
claim any right of set-off in respect of any amount owed
to it by the Issuer arising under or in connection with the
Securities or the Coupons and each Holder shall, by virtue
of being the Holder, be deemed to have waived all such
rights of set-off. Condition 2(b) is an irrevocable
stipulation (derdenbeding) for the benefit of the creditors
of Senior Obligations of the Issuer and each such creditor
may rely on and enforce this Condition 2(b) under Section
6:253 of the Dutch Civil Code.
Guarantee and Status of Guarantee:
Payment of all sums expressed to be payable by the Issuer
under the Securities and the Coupons will be
unconditionally and irrevocably guaranteed by the
Guarantor on a subordinated basis.
The payment obligations of the Guarantor under the
Guarantee constitute direct, unsecured and subordinated
obligations of the Guarantor (senior only to Junior
Obligations of the Guarantor) and will at all times rank
pari passu and without preference among themselves.
Subordination of the Guarantee:
Subject to mandatory provisions of Spanish applicable
law, in the event of the Guarantor being declared in
insolvency (concurso) under Spanish insolvency law, the
rights and claims of Holders against the Guarantor in
respect of or arising under the Guarantee will rank (i)
junior to the claims of the holders of all Senior
Obligations of the Guarantor, (ii) pari passu with the
claims of the holders of all Parity Obligations of the
Guarantor and (iii) senior to the claims of the holders of
all Junior Obligations of the Guarantor.
Optional Interest Deferral:
The Issuer may, at its sole discretion, elect to defer (in
whole or in part) any payment of interest on the Securities,
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