Obligation Gas Natura SDG 4.365% ( XS0221627135 ) en EUR

Gas Natura SDG

100 % ⇌

Espagne

XS0221627135 ( en EUR )

4.365% par an ( paiement annuel )

Perpétuelle

Prospectus brochure de l'obligation Gas Natural SDG XS0221627135 en EUR 4.365%, échéance Perpétuelle

50 000 EUR

750 000 000 EUR

30/06/2026 ( Dans 86 jours )

Gas Natural SDG était une importante entreprise énergétique espagnole et multinationale, active dans la distribution de gaz et d'électricité, qui opère aujourd'hui sous la dénomination Naturgy.

L'Obligation émise par Gas Natura SDG ( Espagne ) , en EUR, avec le code ISIN XS0221627135, paye un coupon de 4.365% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le Perpétuelle

Listing Memorandum

Unión Fenosa Preferentes S.A. (Sociedad Unipersonal)
(incorporated with limited liability under the laws of Spain)
Series 1 Euro 750,000,000 Non-Cumulative Perpetual Guaranteed Floating Rate Preferred
Securities
irrevocably and unconditionally guaranteed to the extent set forth herein by
Unión Fenosa, S.A.
(incorporated with limited liability under the laws of Spain)
Issue price: 100%
Series 1 Euro 750,000,000 Non-Cumulative Perpetual Floating Rate Guaranteed Preferred
Securities (Participaciones Preferentes) of an initial Liquidation Preference (as defined on page
14) of Euro 50,000 each (the "Preferred Securities") issued by Unión Fenosa Preferentes S.A.
(Sociedad Unipersonal) (the "Issuer") on 30 June 2005 (the "Closing Date").
The Preferred Securities entitle holders to receive (subject to the limitations described under
"Conditions of the Preferred Securities") non-cumulative cash distributions ("Distributions")
accruing from the Closing Date up to and including 30 June 2015 at a rate of 0,65 % per annum
above three month EURIBOR of the then current Liquidation Preference, thereafter at a rate of
1,65 % per annum above three month EURIBOR of the then current Liquidation Preference,
payable quarterly in arrear on 30 September, 30 December, 30 March and 30 June in each year
(each a "Distribution Payment Date").
In certain circumstances the Issuer may pay a non-cash distribution (the "Non-Cash
Distribution") by increasing the nominal value of the Preferred Securities, instead of paying the
Cash Distribution.
The Preferred Securities are redeemable, at the option of the Issuer subject to certain conditions,
in whole or in part, on any Distribution Payment Date falling on or after 30 June 2015, at the
then current Liquidation Preference per Preferred Security plus any accrued and unpaid
Distributions for the then current Distribution Period to the date fixed for redemption.
In the event of the liquidation of the Issuer or Unión Fenosa, S.A., holders of Preferred
Securities will be entitled to receive (subject to the limitations described under "Conditions of
the Preferred Securities"), in respect of each Preferred Security, the then current Liquidation
Preference, plus any accrued and unpaid Distributions for the then current Distribution Period to
the date of payment of the Liquidation Distribution.
The payment of Distributions and payments upon liquidation or redemption with respect to the
Preferred Securities are irrevocably and unconditionally guaranteed by Unión Fenosa, S.A. on a
subordinated basis to the extent described under "The Guarantee". Unión Fenosa, S.A. and its
consolidated subsidiaries are referred to herein as the "Group".
The Preferred Securities have been issued in bearer form and are represented by a global
Preferred Security deposited on 30 June 2005 with a common depositary for Euroclear Bank
S.A./N V. as operator of the Euroclear System ("Euroclear") and Clearstream Banking, société
anonyme ("Clearstream, Luxembourg" together with Euroclear, the "Clearing Systems").
Application has been made to list the Preferred Securities on the Luxembourg Stock Exchange.
This Listing Memorandum constitutes a prospectus for the purposes of the application for listing
on the Luxembourg Stock Exchange.
The Preferred Securities have not been, and will not be, registered under the United States
Securities Act of 1933 the "Securities Act") and are subject to United States tax law
requirements.
30 June 2005

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The Issuer and the Guarantor accept responsibility for the information contained in this Listing
Memorandum. To the best of the knowledge and belief of the Issuer and the Guarantor (each
having taken all reasonable care to ensure that such is the case) the information contained in
this Listing Memorandum is in accordance with the facts and does not omit anything likely to
affect the import of such information.
This Listing Memorandum is to be read in conjunction with all documents which are deemed to
be incorporated herein by reference (see "Documents Incorporated by Reference" below). This
Listing Memorandum shall be read and construed on the basis that such documents are
incorporated and form part of this Listing Memorandum.
The Managers (as defined in "Subscription and Sale") have not separately verified the
information contained herein. Accordingly, no representation, warranty or undertaking, express
or implied, is made and no responsibility or liability is accepted by the Managers or any of
them as to the accuracy or completeness of the information contained in this Listing
Memorandum or any other information provided by the Issuer or the Guarantor in connection
with the Preferred Securities or their distribution.
Neither the Issuer nor the Guarantor has authorised the making or provision of any
representation or information regarding the Issuer, the Guarantor or the Preferred Securities
other than as contained in this Listing Memorandum or as approved for such purpose by the
Issuer and the Guarantor. Any such representation or information should not be relied upon as
having been authorised by the Issuer, the Guarantor or the Managers.
The delivery of this Listing Memorandum or delivery of any Preferred Security shall in any
circumstances create any implication that there has been no adverse change, or any event
reasonably likely to involve any adverse change, in the condition (financial or otherwise) of the
Issuer or the Guarantor since the date of this Listing Memorandum.
This Listing Memorandum does not constitute an offer of or an invitation to subscribe for or
purchase, any Preferred Securities.
In particular, the Preferred Securities have not been and will not be registered under the
Securities Act and are subject to United States tax law requirements. Subject to certain
exceptions, Preferred Securities may not be offered, sold or delivered in the United States or to
U.S. persons.
In this Listing Memorandum, unless otherwise specified, references to "", "EUR" or "Euro"
are to the single 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.
This Listing Memorandum may only be used for the purposes of which it has been published.
No person is authorised to give information other than that contained herein and in the
documents referred to herein and which are made available for inspection by the public at the
specified office of each Paying Agent.
Under Spanish law, income in respect of the Preferred Securities will be subject to
withholding tax in Spain, currently at the rate of 15%, in the case of: (a) individual
holderswho are resident in Spain; (b) holders who receive payments through a Tax Haven (as
defined in Royal Decree 1080/1991, of 5th July) (c) holders in respect of whom the Issuer or
the Guarantor does not receive certain details (which may include a tax residence certificate)
concerning their identity which it is required pursuant to Spanish law to submit to the
Spanish tax authorities and (d) corporate holders who are resident in Spain and non-resident
holders with a permanent establishment in Spanish territory, on the basis of the current
interpretation of the law held by the Spanish tax authorities (see "Taxation and Disclosure of

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Holder Information in Spain in connection with Distributions 2. Legal Entities with Tax
Residency in Spain" on page 68) . Neither the Issuer nor the Guarantor will gross up
payments in respect of any such withholding tax in any of the above cases. (See "Conditions
of the Preferred Securities Taxation" on page 25 and "Taxation and Disclosure of Holder
Information in Spain in connection with Distributions" on page 68).
The Clearing Systems are expected to follow certain procedures to facilitate the Issuer, the
Guarantor and the Principal Paying Agent (as defined on page 15) in the collection of the
details referred to above from holders of the Preferred Securities. If the Clearing Systems are,
in the future, unable to facilitate the collection of such information, they may decline to allow
the Preferred Securities to be cleared through the relevant Clearing System and this may
affect the liquidity of the Preferred Securities. Provisions have been made for the Preferred
Securities, in such a case, to be represented by definitive Preferred Securities (see
"Conditions of the Preferred Securities" on page 25). The procedures agreed and fully
described in the Paying Agency Agreement may be amended to comply with Spanish laws and
regulations and operational procedures of the Clearing Systems.

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TABLE OF CONTENTS
Page

Documents Incorporated by Reference
5
Summary
6
Conditions of the Preferred Securities
13
The Guarantee
28
Miscellaneous
37
Unión Fenosa Preferentes, S.A. (Sociedad Unipersonal)
38
Capitalisation of the Issuer
38
Unión Fenosa, S.A.
41
Electricity Regulation
50
Capitalisation of the Guarantor
60
Taxation and Disclosure of Information of the Holders of the Preferred
Securities in connection with payments of Distributions
64
Subscription and Sale
76
Liquidity
77
General Information
78

4

Documents Incorporated by Reference
The following documents shall be deemed to be incorporated in, and to form part of, the Listing
Memorandum:
(1)
the published annual audited financial statements (on both a consolidated basis and a
non- consolidated basis) of the Guarantor for the years ending 31st December 2004,
31st December 2003 and 31st December 2002;
(2)
the unaudited interim consolidated financial statements of the Guarantor for the three
months ended 31st March 2005; and
(3)
the By-Laws of the Issuer.
The Issuer will, at the specified offices of the Paying Agents, provide, free of charge, upon oral
or written request, a copy of this Listing Memorandum (or any document incorporated by
reference in this Listing Memorandum). Written or telephone requests for such documents
should be directed to the specified offices of any Paying Agent or the specified office of the
Listing Agent in Luxembourg.

5

Summary

The following summary has been extracted without material adjustment from, and is qualified in
its entirety by, the more detailed information included elsewhere in this Listing Memorandum
with which it should be read in conjunction. Spanish law and regulations may differ from laws
and regulations in other jurisdictions, and investors should therefore not assume that the
Preferred Securities have the same features as preference shares or other similar instruments in
any other jurisdiction.

Issuer:

Unión Fenosa Preferentes, S.A. (Sociedad Unipersonal)

Guarantor:

Unión Fenosa, S.A.

Issue size: Euro
750,000,000.

Issue details:
Series 1 Euro 750,000,000 Non-Cumulative Perpetual Non-
voting Floating Rate Guaranteed Preferred Securities
(Participaciones Preferentes) (the ``Preferred Securities''),
each with an initial liquidation preference of Euro 50,000.

Liquidation Preference:
Initially Euro 50,000 per Preferred Security. This amount may
be increased by a non-cash distribution payment.

Use of Proceeds:
The proceeds of the issue of the Preferred Securities, after
have paid all issue expenses, are, in accordance with Law 13/
1985 of 25th May on investment ratios, capital adequacy and
information requirements for financial intermediaries (Ley
13/1985, de 25 de mayo, de coeficientes de inversión, recursos
propios y obligaciones de información de los intermediarios
financieros) as amended ("Law 13/1985") deposited on a
permanent basis with the Guarantor in a subordinated irregular
deposit that will be used for the Group's general corporate
purposes and that will allow the Issuer to fulfil its payments
obligations in relation to the issuance of the Preferred
Securities.

The funds raised from the issue of the Preferred Securities and
so deposited will be available to absorb losses of Unión Fenosa,
S.A. or its Group if and when they occur once there is a
reduction in the shareholder's equity to zero and its reserves
have been exhausted.

Distributions:
The Preferred Securities entitle holders to receive non-
cumulative cash or non-cash distributions (the "Distributions"),
as the case may be, from the Closing Date subject to the
limitations on distributions described under "Limitations on
Distributions".

Cash Distribution:
Distributions accrue from the Closing Date and are payable
quarterly in arrears in respect of the period from the Closing
Date until the date falling ten years thereafter at a variable
interest rate of three month EURIBOR plus a margin of 0,65%
(the "Initial Floating Rate"), subject to the limitations on
distributions described below, out of the Issuer's own legally
available resources and distributable items.

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Thereafter, Distributions will be payable quarterly in arrears at a
variable interest rate of three month EURIBOR plus a margin of
1,65% (the "Final Floating Rate"), subject to the limitations on
distributions described below, out of the Issuer's own legally
available resources and distributable items.

Non-Cash Distribution:
If Distributable Profits (as defined on page 13) exist and the
Guarantor does not pay dividends to its ordinary shareholders
and/or does not pay any remuneration against reserves to any
holder of any securities ranking junior to the Preferred
Securities, then the Issuer may, but is not obliged to, pay a non-
cash distribution (the "Non-Cash Distribution") by increasing
the nominal value of the Preferred Securities instead of paying
the Cash Distribution as long as, (i) the Guarantee extends to
the increased amount on the same terms and conditions as the
previous amount and (ii) the Issuer and the Guarantor have all
the necessary corporate authorizations. The amount of such
increase will be equal to the Initial Floating Rate or the Final
Floating Rate, as applicable, over the Liquidation Preference
that the Preferred Securities may have at the time of the
increase. When according to the applicable laws or regulations,
wittholding for or on account of any present or future taxes
imposed or levied by or on behalf of the Kingdom of Spain
must be made on the Non Cash Distributions (exclusively), the
Issuer or (as the case may be) the Guarantor shall deliver to the
Spanish Tax authorities on behalf of the Holders of the
Preferred Securities an amount equal to the applicable
withholding in such way that the Holders of the Preferred
Securites will receive the Non Cash Distributions as would have
been received by them if no such withholding had been
required.

Limitations on Distributions: Distributions shall be payable to the extent that the aggregate of
such Distributions and any other distributions previously paid
during the then-current Fiscal Year (as defined on page 14),
together with any other distributions proposed to be paid during
the then-current Distribution Period, in each case in respect of
Senior Parity Securities (as defined on page 15) and Parity
Securities (as defined on page 15) including the Preferred
Securities do not exceed the Distributable Profits from the
previous Fiscal Year.

If Distributable Profits obtained in a Fiscal Year are insufficient
to pay the entire amount of the Distributions, the payment
procedure will be as follows:

Firstly, distributions relating to any Senior Parity Securities
issued by any Subsidiary. Secondly, any remaining amount
shall be paid pro rata among any Parity Securities including the
Preferred Securities. The amounts not paid on the Preferred
Securities will be non-cumulative.

Non-payment of
Distributions:
If Distributions are not paid or are only partially paid on or prior
to a Distribution Payment Date (as defined on page 13) as a

7

consequence of the above Limitations on Distributions, the
rights of the holders of the Preferred Securities to receive such
Distributions from the Issuer or the Guarantor, as the case may
be, in respect of the relevant Distribution Period will be
extinguished. In this regard, once the consolidated profit and
loss account of the Group and the profit and loss account of the
Guarantor, as the case may be, for the prior Fiscal Year has
been audited, the Guarantor will calculate an estimate of the
total amount that should be paid as Distribution to the Preferred
Securities together with any other distributions that should be
paid to the Senior Parity Securities and to any Parity Securities
from the approval of such profit and loss account until the
approval of the consolidated profit and loss account of the
Group and the profit and loss account of the Guarantor, as the
case may be, for the then current Fiscal Year.

If the estimated amount of such distributions exceeds the
Distributable Profits of the prior Fiscal Year, the Board of
Directors of the Guarantor shall not propose to the General
Shareholders' Meeting the approval and payment of, and the
Issuer shall not pay, dividends on their ordinary shares or on
any other class of shares capital or securities that rank junior to
the Preferred Securities as to participations in profits and assets
of the Issuer or the Guarantor, as the case may be, until the
approval, by the General Meeting of Shareholders of the
Guarantor, of the consolidated profit and loss account of the
Group or the profit and loss account of the Guarantor, as the
case may be, for a subsequent Fiscal Year where enough
Distribuible Profits to pay the Distribution to the Preferred
Securities together with any other distributions that should be
paid to the Senior Parity Securities and to any Parity Securities
exists.

Notwithstanding the above, the Guarantor and/or the Issuer may
approve any distributions in the form of the shares of the Issuer
or shares of the Guarantor or other class of shares of the
Guarantor or the Issuer ranking junior to the Preferred
Securities or to the obligations of the Guarantor under the
Guarantee, as the case may be.

Guarantee:
The payment of Distributions, the Liquidation Distribution (as
defined below) and the Redemption Price (as defined in page
15), are irrevocably and unconditionally guaranteed by the
Guarantor, subject in the case of Distributions, to the
Limitations on Distributions described above. In addition, the
Guarantee is subject to the limitations described under
"Liquidation Rights" below.

For a full description of the Guarantee, see ``The Guarantee''
on pages 28 to 36.

Ranking of the Guarantee: The obligations of the Guarantor under the Guarantee rank (a)
junior to all liabilities of the Guarantor (including subordinated
liabilities and the Senior Parity Securities); (b) pari passu with
any Parity Securities issued by the Guarantor and any
obligations assumed by the Guarantor under any guarantee in

8

favour of holders of any Parity Securities issued by any
Subsidiary; and (c) senior to the Guarantor's ordinary shares.

Ranking of the Preferred
Securities:
The Preferred Securities rank (a) junior to all liabilities of the
Issuer including subordinated liabilities, (b) pari passu with
each other and with any Parity Securities of the Issuer and (c)
senior to the Issuer's ordinary shares.

Maturity: Perpetual

Optional Redemption:

Notwithstanding the perpetual nature of the Preferred
Securities, they may be redeemed at the option of the Issuer, in
whole or in part, at the Redemption Price per Preferred Security
on any Distribution Payment Date falling on or after 30 June
2015.

The Preferred Securities do not grant their holders pre-emption
rights over such shares, preferred securities or any other
securities.

Liquidation Distribution: The Liquidation Distribution payable in relation to each
Preferred Security shall be its Liquidation Preference per
Preferred Security plus, if applicable, an amount equal to
accrued and unpaid Distributions for the then current
Distribution Period to the date of payment of the Liquidation
Distribution.

Liquidation Rights:
Except as described under ``Conditions of the Preferred
Securities Distributions'' on pages 15 to 20, the Preferred
Securities confer no right to participate in the profits or surplus
assets of the Issuer.

Even if the Issuer has sufficient assets to pay the Liquidation
Distribution to the holders of the Preferred Securities, the rights
of such holders shall be affected by the existence of (i) a
process of liquidation or voluntary or involuntary dissolution of
the Guarantor; (ii) a reduction of capital of the Guarantor
according to article 169 of the Spanish Corporations Law, and,
(iii) a reduction of capital of the Guarantor to compensate losses
or to endow the legal reserve according to article 168 of the
Spanish Corporations Law.

In such circumstances, the Liquidation Distribution will be
distributed as follows:

- If at the time of the Liquidation Distribution, liquidation,
voluntary or involuntary dissolution procedures of the
Guarantor have already been commenced, the amount of the
Liquidation Distribution will be calculated by adding
together the following liquidation distributions:

i) those corresponding to the Preferred Securities;

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ii) those corresponding to those preferred securities
issued by a Subsidiary of the Guarantor that rank pari
passu with the Preferred Securities, and

iii) those corresponding to Parity Securities of the
Guarantor.

- The aggregate of the liquidation distribution to be paid to
holders of the Preferred Securities and any preferred
securities of any Subsidiary ranking pari passu with the
Preferred Securities and Parity Securities of the Guarantor
will not exceed the liquidation distribution that would have
been paid by the Guarantor if all such securities i) had been
issued by the Guarantor and ii) had ranked in the following
order:

i) senior to the ordinary shares of the Guarantor,

ii) pari passu with Parity Securities (if any) of the
Guarantor, and

iii) junior to Senior Parity Securities and all liabilities of
the Guarantor,

after payment in full in accordance with Spanish law of all
creditors of the Guarantor, including holders of subordinated
debt, but excluding holders of any guarantee of any contractual
right expressed to rank pari passu with or junior to the
obligations of the Guarantor under the Guarantee.

If proceedings for the liquidation or dissolution of the
Guarantor are commenced, the Issuer shall be liquidated by the
Guarantor and holders of Preferred Securities will be entitled to
receive only the Liquidation Distribution in respect of each
Preferred Security held by them and subject to the limitations
described above.

Except as described above, the Guarantor shall not liquidate or
procure a liquidation of the Issuer.

Pre-emptive rights:
The Preferred Securities do not grant their holders any pre-
emption rights in respect of any possible future issues of
preferred securities.

Voting Rights:
The Preferred Securities do not confer an entitlement to receive
notice of or attend or vote at any meeting of the shareholders of
the Issuer. Notwithstanding the above, the holders of the
Preferred Securities have the right, under certain circumstances,
to participate in the adoption of certain decisions in the
Preferred Securities General Assembly. See ``Conditions of the
Preferred Securities Exercise of rights by holders of Preferred
Securities'' on page 22.

Withholding Tax:
Save as set out below, all payments of Distributions and other
amounts in respect of the Preferred Securities and payments

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