Obligation Iberdrola Energía 0% ( XS1762758719 ) en EUR

Iberdrola Energía

100 % ▼

Espagne

XS1762758719 ( en EUR )

05/02/2020 - Obligation échue

Prospectus brochure de l'obligation Iberdrola XS1762758719 en EUR 0%, échue

100 000 EUR

200 000 000 EUR

Iberdrola est une entreprise énergétique multinationale espagnole, l'une des plus grandes au monde, active dans la production, le transport et la distribution d'énergie, notamment éolienne, solaire et nucléaire.

L'obligation Iberdrola (XS1762758719), émise en Espagne pour un montant total de 200 000 000 EUR, avec une taille minimale d'achat de 100 000 EUR, un taux d'intérêt de 0%, et une fréquence de paiement annuelle, est arrivée à échéance le 05/02/2020 et a été intégralement remboursée à son prix nominal de 100%.

BASE PROSPECTUS

IBERDROLA FINANZAS, S.A.U.
(Incorporated with limited liability in the Kingdom of Spain)
Euro 30,000,000,000
Guaranteed Euro Medium Term Note Programme
Guaranteed by
IBERDROLA, S.A.
(Incorporated with limited liability in the Kingdom of Spain)
Under the Guaranteed Euro Medium Term Note Programme (the Programme) described in this Base Prospectus, Iberdrola Finanzas, S.A.U. (Iberdrola Finanzas or the
Issuer) may from time to time issue senior notes (the Senior Notes) and subordinated notes (the Subordinated Notes and, together with the Senior Notes, the Notes) subject
to compliance with all relevant laws, regulations and directives. The payment of all amounts due in respect of the Notes will be unconditionally and irrevocably guaranteed
by Iberdrola, S.A. (Iberdrola or the Guarantor, and together with the Issuer, the Obligors). The aggregate principal amount of Notes outstanding and guaranteed will not
at any time exceed Euro 30,000,000,000 (or the equivalent in other currencies).
This document constitutes a base prospectus (the Base Prospectus) for the purposes of Article 8 of Regulation (EU) 2017/1129 (as amended, the Prospectus Regulation).
This Base Prospectus has been approved by the Commission de Surveillance du Secteur Financier (the CSSF) as competent authority under the Prospectus Regulation. The
CSSF only approves this Base Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed under Luxembourg and EU law pursuant to
the Prospectus Regulation. Such approval by the CSSF should not be considered as an endorsement of the Issuer or the Guarantor that are the subject of this Base Prospectus
nor as an endorsement of the quality of the Notes issued under the Programme. Investors should make their own assessment as to the suitability of investing in such Notes.
By approving this Base Prospectus, the CSSF gives no undertaking as to the economic and financial soundness of the transactions contemplated by this Base Prospectus or
the quality or solvency of the Issuer in accordance with Article 6(4) of the Luxembourg Act dated 16 July 2019 on prospectuses for securities (the Luxembourg Act).
Application has also been made to the Luxembourg Stock Exchange for Notes issued under the Programme to be admitted to trading on the Regulated Market of the
Luxembourg Stock Exchange and to be listed on the official list of the Luxembourg Stock Exchange. References in this Base Prospectus to Notes being listed (and all related
references) shall mean that such Notes have been admitted to trading on the Luxembourg Stock Exchange's regulated market and have been admitted to the Official List of
the Luxembourg Stock Exchange. The Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of the Markets in Financial Instruments
Directive (Directive 2014/65/EU) (as amended, MiFID II). The requirement to publish a prospectus under the Prospectus Regulation only applies to Notes which are to be
admitted to trading on a regulated market in the European Economic Area (EEA) and/or offered to the public in the EEA other than in circumstances where an exemption is
available under Article 3.2 of the Prospectus Regulation. Any offer of Notes in the United Kingdom (UK) must be made pursuant to an exemption under Regulation (EU)
2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (EUWA) (as amended, the UK Prospectus Regulation) from the
requirement to publish a prospectus under section 85 of the Financial Services and Markets Act 2000, as amended (FSMA) for offers of Notes. Accordingly, any person
making or intending to make an offer of Notes in the UK may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus
pursuant to section 85 of the FSMA in relation to such offer. Neither the Issuer nor any Dealer has authorised, nor do they authorise, the making of any offer of Notes in
circumstances in which an obligation arises for the Issuer or any Dealer to publish such a prospectus for any offer of Notes. Notice of the aggregate nominal amount of Notes,
interest (if any) payable in respect of Notes, the issue price of Notes and certain other information which is applicable to each issue of Notes will be set out in a final terms
document in respect of Senior Notes (the Final Terms (Senior Notes)) or a final terms document in respect of Subordinated Notes (the Final Terms (Subordinated Notes)
and, together with each Final Terms (Senior Notes), the Final Terms) which will be filed with the CSSF. Copies of Final Terms in relation to Notes to be listed on the
Luxembourg Stock Exchange will also be published on the website of the Luxembourg Stock Exchange (www.luxse.com). The Programme provides that Notes may be listed
or admitted to trading, as the case may be, on such other or further stock exchanges or markets as may be agreed between the Issuer, the Guarantor and the relevant Dealer
(such other or further stock exchanges or markets to include, if so agreed, the AIAF Mercado de Renta Fija (AIAF)).
The Notes may be issued in bearer form (Bearer Notes), in registered form (Registered Notes) or in bearer form exchangeable for Registered Notes (Exchangeable Bearer
Notes). Bearer Notes may be issued in new global note (NGN) form and Registered Notes may be held under the new safekeeping structure (NSS) to allow Eurosystem
eligibility. Unless otherwise specified in the Final Terms, each Tranche of Bearer Notes having an original maturity of more than one year will initially be represented by a
temporary Global Note and each Tranche of Bearer Notes having an original maturity of one year or less will initially be represented by a permanent Global Note which, in
each case, will (i) if the Global Notes are stated in the applicable Final Terms to be issued in NGN form, be delivered on or prior to the original issue date of the relevant
Tranche to a common safekeeper (the Common Safekeeper) for Euroclear (as defined below) and Clearstream, Luxembourg (as defined below); or (ii) if the Global Notes
are not intended to be issued in NGN form (Classic Global Notes or CGNs), be delivered on or prior to the original issue date of the relevant Tranche to a Common
Depositary (as defined below) for, Euroclear and Clearstream, Luxembourg, or as otherwise agreed between the Issuer and the relevant Dealer. Interests in temporary Global
Notes will be exchangeable for interests in a permanent Global Note or, if so stated in the relevant Final Terms, for definitive Bearer Notes after the date falling 40 days after

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the issue date upon certification as to non-U.S. beneficial ownership or for definitive Registered Notes at any time after the issue date. If specified in the relevant Final Terms,
interests in permanent Global Notes will be exchangeable for definitive Bearer Notes or definitive Registered Notes. Registered Notes will be represented by registered
certificates (each a Certificate), one Certificate being issued in respect of each Holder's entire holding of Registered Notes of one Series and may be represented by registered
global certificates (each a Global Certificate). Registered Notes which are held in Euroclear and Clearstream, Luxembourg will be registered (i) if the Global Certificate is
not to be held under the NSS, in the name of nominees for Euroclear and Clearstream, Luxembourg or a common nominee for both or (ii) if the Global Certificate is to be
held under the NSS, in the name of a nominee of the Common Safekeeper and the relevant Certificate(s) will be delivered to the appropriate depositary, a common depositary
or Common Safekeeper, as the case may be.
This document comprises a base prospectus of the Issuer for the purposes of Article 8 of the Prospectus Regulation and for the purpose of giving information with regard to
the Issuer the Guarantor and the Notes which, according to the particular nature of the Issuer, the Guarantor and the Notes, is necessary to enable investors to make an
informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Issuer and the Guarantor.
This Base Prospectus is valid for twelve months from its date (i.e., until 1 June 2024) in relation to Notes which are to be admitted to trading on a regulated market
in the EEA. The obligation to supplement this Base Prospectus in the event of a significant new factor, material mistake or material inaccuracy does not apply
when this Base Prospectus is no longer valid.
Senior Notes issued under the Programme are expected to be rated BBB+ by Standard & Poor's Global Ratings Europe Limited (Standard & Poor's), Baa1 by Moody's
Investors Service Limited (Moody's), and A- by Fitch Ratings Limited (Fitch). Subordinated Notes issued under the Programme are expected to be rated BBB- by Standard
& Poor's, Baa3 by Moody's and BBB by Fitch. As at the date of this Base Prospectus, the Guarantor has been assigned a long-term credit rating of BBB+ by Standard &
Poor's, Baa1 by Moody's and BBB+ by Fitch. Standard & Poor's is established in the European Union and registered under Regulation (EC) No. 1060/2009 of the European
Parliament and of the Council of 16 September 2009 on credit rating agencies (as amended, the CRA Regulation) and is included on the list of credit rating agencies
published by the European Securities and Markets Authority (ESMA) on its website (https://www.esma.europa.eu/supervision/credit-rating-agencies/risk). Each of Moody's
and Fitch is established in the United Kingdom and is registered under the CRA Regulation as it forms part of domestic law by virtue of the EUWA (as amended, the UK
CRA Regulation). The ratings issued by Moody's and Fitch have been endorsed by Moody's Deutschland GmbH and Fitch Ratings Ireland Limited respectively in
accordance with the CRA Regulation. Each of Moody's Deutschland GmbH and Fitch Ratings Ireland Limited is established in the EU and registered under the CRA
Regulation and included in the list of credit rating agencies published by ESMA on its website. Notes issued under the Programme may be rated or unrated. Where an issue
of Notes is rated, its credit rating may not necessarily be the same as the credit rating applicable to the Programme. A credit rating is not a recommendation to buy, sell or
hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating organisation.
The rating of certain Series of Notes to be issued under the Programme may be specified in the applicable Final Terms. Whether or not each credit rating applied for in
relation to relevant Series of Notes will be issued by a credit rating agency established in the European Union or the UK and registered under the CRA Regulation will be
disclosed in the Final Terms.
In the case of any Notes which are to be admitted to trading on a regulated market within the EEA or offered to the public in a Member State of the EEA in circumstances
which require the publication of a prospectus under the Prospectus Regulation, the minimum denomination shall be 100,000 (or its equivalent in any other currency as at
the date of issue of the Notes).
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this Base Prospectus.

Arranger
Barclays
Dealers
BBVA
Barclays
BNP PARIBAS
BofA Securities
CaixaBank
Citigroup
Crédit Agricole CIB
Deutsche Bank
Goldman Sachs Bank Europe SE
HSBC
ING
IMI - Intesa Sanpaolo.
J.P. Morgan
Mizuho
Morgan Stanley
MUFG
NatWest Markets
Santander Corporate & Investment Banking
UniCredit

The date of this Base Prospectus is 1 June 2023

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IMPORTANT INFORMATION
The Issuer and the Guarantor accept responsibility for the information contained in this Base Prospectus and
the Final Terms for each Tranche of Notes issued under the Programme. To the best of the knowledge and
belief of the Issuer and the Guarantor, the information contained in the Base Prospectus and the Final Terms
is in accordance with the facts and does not omit anything likely to affect the import of such information. This
Base Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein
by reference (see "Documents Incorporated by Reference").
References herein to Conditions are, in respect of Senior Notes, to the "Terms and Conditions of the Senior
Notes" and, in respect of Subordinated Notes, to the "Terms and Conditions of the Subordinated Notes".
Copies of Final Terms will be available, free of charge, from the registered office of the Issuer, the registered
office of the Guarantor and the specified office set out below of each of the Paying Agents (as defined below).
Subject as provided in the applicable Final Terms, the only persons authorised to use this Base Prospectus in
connection with an offer of Notes are the persons named in the applicable Final Terms as the relevant Dealers
or the Managers, as the case may be.
No person has been authorised to give any information or to make any representation other than those
contained in this Base Prospectus in connection with the issue or sale of the Notes 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 of the Dealers. Neither the delivery of this Base Prospectus nor any sale made in connection herewith
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 document has been most recently
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 document has been most recently supplemented or that any
other information supplied in connection with the Programme 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 Arranger and the Dealers have not separately verified the information contained in this Base Prospectus.
None of the Dealers or the Arranger makes any representation, express or implied, or accepts any responsibility
with respect to the accuracy or completeness of any of the information in this Base Prospectus. Neither this
Base Prospectus nor any other financial statements are intended to provide the basis of any credit or other
evaluation and should not be considered as a recommendation by the Issuer, the Guarantor, the Arranger or
the Dealers that any recipient of this Base Prospectus or any other financial statements should purchase the
Notes. Each potential purchaser of Notes should determine for itself the relevance of the information contained
in this Base Prospectus and its purchase of Notes should be based upon such investigation as it deems
necessary. None of the Dealers or the Arranger undertakes to review the financial condition or affairs of the
Issuer or the Guarantor during the life of the arrangements contemplated by this Base Prospectus nor to advise
any investor or potential investor in the Notes of any information coming to the attention of any of the Dealers
or the Arranger.
This Base Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer, the Guarantor
or the Dealers to subscribe for, or purchase, any Notes.
The Notes and the Guarantee have not been and will not be registered under the United States Securities Act
of 1933 (as amended) (the Securities Act) and include Notes that are subject to U.S. tax law requirements.
Subject to certain exceptions, Notes may not be offered, sold or delivered within the United States or to, or for
the account or benefit of, U.S. persons.
This Base Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes in any
jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The
distribution of this Base Prospectus and the offer or sale of Notes may be restricted by law in certain

3

jurisdictions. The Issuer, the Guarantor and the Dealers do not represent that this Base Prospectus may be
lawfully distributed, or that any Notes 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 Dealers which is intended to permit a public offering of any Notes or
distribution of this Base Prospectus in any jurisdiction where action for that purpose is required. Accordingly,
no Notes may be offered or sold, directly or indirectly, and neither this Base Prospectus 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 Base
Prospectus or any Notes may come must inform themselves about, and observe, any such restrictions on the
distribution of this Base Prospectus and the offering and sale of Notes. In particular, there are restrictions on
the distribution of this Base Prospectus and the offer or sale of Notes as set out in "Subscription and Sale".
SUITABILITY OF INVESTMENT
The Notes may not be a suitable investment for all investors. Each potential investor in the Notes must
determine the suitability of that investment in light of its own circumstances, objectives and experience. In
particular, each potential investor may wish to consider either on its own or with the help of its financial and
other professional advisers, whether it:
(a)
has sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and
risks of investing in the Notes and the information contained or incorporated by reference in this Base
Prospectus or any applicable supplement;
(b)
has access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular
financial situation, an investment in the Notes and the impact the Notes will have on its overall
investment portfolio;
(c)
has sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes,
including Notes with principal or interest payable in one or more currencies, or where the currency for
principal or interest payments is different from the potential investor's currency;
(d)
understands thoroughly the terms of the Notes and is familiar with the behaviour of any relevant
indices and financial markets;
(e)
is able to evaluate possible scenarios for economic, interest rate and other factors that may affect its
investment and its ability to bear the applicable risks; and
(f)
the legal, tax, accounting and regulatory aspects of purchasing the Notes.
Legal investment considerations may restrict certain investments. The investment activities of certain investors
are subject to legal investment laws and regulations, or review or regulation by certain authorities. Each
potential investor should consult its legal advisers to determine whether and to what extent (a) Notes are legal
investments for it, (b) Notes can be used as collateral for various types of borrowing and (c) other restrictions
apply to its purchase or pledge of any Notes. Financial institutions should consult their legal advisers or the
appropriate regulators to determine the appropriate treatment of Notes under any applicable risk-based capital
or similar rules.
MAXIMUM PRINCIPAL AMOUNT
The maximum aggregate principal amount of Notes outstanding at any one time under the Programme will not
exceed Euro 30,000,000,000 (and for this purpose, any Notes denominated in another currency shall be
translated into Euro at the date of the agreement to issue such Notes). The maximum aggregate principal
amount of Notes which may be outstanding at any one time under the Programme may be increased from time
to time, subject to compliance with the relevant provisions of the Dealership Agreement, as defined under

4

"Subscription and Sale". Any such increase to the maximum aggregate principal amount of Notes which may
be outstanding at any one time under the Programme may require the production of a supplement to the Base
Prospectus by the Issuer and the Guarantor.
CERTAIN DEFINED TERMS
In this Base Prospectus, unless otherwise specified or the context otherwise requires, references to "Euro",
"euro" or "" are to the single currency which was introduced at the start of the third stage of European
Economic and Monetary Union, pursuant to the Treaty on the Functioning of the European Union, as amended
(the Treaty), to "U.S. Dollars" or "U.S.$" are to the lawful currency of the United States of America, to
"pounds sterling", "GBP" or "£" are to the lawful currency of the UK and to "Japanese yen", "yen" or "¥" are
to the lawful currency of Japan.
REFERENCES TO WEBSITES AND URLs
In this Base Prospectus, references to websites or uniform resource locators (each, a URL) are inactive textual
references and are included for information purposes only. Other than in relation to documents which are
deemed to be incorporated by reference (see "Documents Incorporated by Reference"), the contents of any
such website or URL is for information purposes only and does not form part of, or be deemed to be
incorporated into, this Base Prospectus. The CSSF as competent authority has not scrutinised or approved the
information on any website referred to in this Base Prospectus.
USE OF PROCEEDS
As described in "Use of Proceeds" below, the Issuer's intention is to on-lend to the Group the net proceeds
from the issue of any Notes to be used by the Group for general corporate purposes. The Guarantor may also
choose to apply the proceeds from the issue of any Notes specifically to finance and/or refinance, in whole or
in part, Eligible Green Projects (as defined under "Use of Proceeds" below) in accordance with prescribed
eligibility criteria. Prospective investors should have regard to the information in "Use of Proceeds" below
regarding such use of proceeds and must determine for themselves the relevance of such information for the
purpose of any investment in the Notes together with any other investigation such investor deems necessary.
In particular no assurance is given by the Issuer, the Guarantor or the Dealers that the use of such proceeds for
any Eligible Green Projects will satisfy, whether in whole or in part, any present or future investor expectations
or requirements as regards any investment criteria or guidelines with which such investor or its investments
are required to comply, whether by any present or future applicable law or regulations or by its own by-laws
or other governing rules or investment portfolio mandates (in particular with regard to any direct or indirect
environmental, sustainability or social impact of any projects or uses, the subject of or related to, the relevant
Eligible Green Projects).
Each prospective investor should have regard to the factors described in the Iberdrola Framework for Green
Financing and the relevant information contained in this Base Prospectus and seek advice from their
independent financial adviser or other professional adviser regarding its purchase of the Notes before deciding
to invest.
The Dealers have not undertaken, nor are responsible for, any assessment of the eligibility criteria for selecting
investments in Eligible Green Projects, any verification of whether the Eligible Green Projects meet such
eligibility criteria, or the monitoring of the use of proceeds. Investors should refer to the Issuer's website, the
Iberdrola Framework for Green Financing and the Second-party Opinion (as defined below) (if any) for
information. As described in "Risk Factors Use of Proceeds Risks" below, a sustainability rating agency or
sustainability consulting firm may be requested to issue a second-party opinion confirming that the Eligible
Green Projects have been defined in accordance with the broad categorisation of eligibility for green projects
set out by the International Capital Market Association (ICMA) Green Bond Principles (GBP) and/or a second-
party opinion regarding the suitability of the Notes as an investment in connection with certain environmental
and sustainability project. No assurance or representation is given by the Issuer, the Guarantor, any of the

5

Dealers or any other person as to the suitability or reliability for any purpose whatsoever of the Second-party
Opinion or any other opinion or certification of any third party (whether or not solicited by the Issuer or any
affiliate). Any such opinion or certification is not a recommendation by the Issuer, the Guarantor, the Dealers
or any other person to buy, sell or hold any such Notes and is current only as of the date it was issued.
STABILISATION
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the
stabilisation manager(s) (the Stabilisation Manager(s)) (or persons acting on behalf of any Stabilisation
Manager(s)) in the relevant Final Terms may over-allot Notes or effect transactions with a view to
supporting the market price of the Notes 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 relevant Tranche of Notes 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 relevant Tranche of Notes and 60 days after the date of the allotment of the relevant Tranche
of Notes. Any stabilisation action or over-allotment must be conducted by the relevant Stabilisation
Manager(s) (or person(s) acting on behalf of any Stabilisation Manager(s)) in accordance with all
applicable laws and rules.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS
The Notes 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 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 Article 4(1) of MiFID II; (ii) a
customer within the meaning of Directive (EU) 2016/97, as amended (the Insurance Distribution Directive),
where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID
II or (iii) not a qualified investor as defined in the Prospectus Regulation. Consequently, no key information
document required by Regulation (EU) No 1286/2014 (as amended, the PRIIPs Regulation) for offering or
selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and
therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA
may be unlawful under the PRIIPs Regulation.
PROHIBITION OF SALES TO UK RETAIL INVESTORS
The Notes 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 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 of the UK by virtue of the 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 the
Insurance Distribution Directive, 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 of the UK by virtue
of the EUWA. Consequently, no key information document required by Regulation (EU) No 1286/2014 as it
forms part of domestic law of the UK by virtue of the EUWA (the UK PRIIPs Regulation) for offering or
selling the Notes or otherwise making them available to retail investors in the UK has been prepared and
therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may
be unlawful under the UK PRIIPs Regulation.
MIFID II PRODUCT GOVERNANCE / TARGET MARKET
The Final Terms in respect of any Notes will include a legend entitled "MiFID II Product Governance" which
will outline the target market assessment in respect of the Notes and which channels for distribution of the
Notes are appropriate. Any person subsequently offering, selling or recommending the Notes (a distributor)
should take into consideration the target market assessment; however, a distributor subject to MiFID II is
responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or
refining the target market assessment) and determining appropriate distribution channels.

6

A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product
Governance rules under EU Delegated Directive 2017/593 (the MiFID Product Governance Rules), any
Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger
nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the MiFID
Product Governance Rules.
UK MiFIR PRODUCT GOVERNANCE / TARGET MARKET
The Final Terms in respect of any Notes may (if applicable) include a legend entitled "UK MiFIR Product
Governance" which will outline the target market assessment in respect of the Notes and which channels for
distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending the
Notes (a distributor) should take into consideration the 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
Notes (by either adopting or refining the target market assessment) and determining appropriate distribution
channels.
A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR Product
Governance Rules, any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but
otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for
the purpose of the UK MiFIR Product Governance Rules.
BENCHMARK REGULATION
Amounts payable under the Notes may be calculated by reference to the Euro Interbank Offered Rate
(EURIBOR), the Sterling Overnight Index Average (SONIA), the Secured Overnight Financing Rate (SOFR)
or the Euro Short-Term Rate (STR). As at the date of this Base Prospectus, the administrators of SONIA (the
Bank of England), SOFR (the Federal Reserve Bank of New York) and STR (the European Central Bank) do
not appear on the register of administrators and benchmarks established and maintained by the European
Securities and Markets Authority (ESMA) pursuant to Article 36 of the Benchmark Regulation (Regulation
(EU) 2016/1011) (the BMR), while the administrator of EURIBOR (European Money Market Institute)
appears on such register. As far as each of the Issuer and the Guarantor is aware, (i) the administrators of
SONIA, SOFR and STR do not fall within the scope of the BMR by virtue of Article 2 of the BMR.
NOTIFICATION UNDER SECTION 309B OF THE SECURITIES AND FUTURES ACT 2001 OF
SINGAPORE, AS MODIFIED OR AMENDED FROM TIME TO TIME (THE SFA)
Unless otherwise stated in the relevant Final Terms, all Notes shall be "prescribed capital markets products"
(as defined in the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (the CMP
Regulations 2018)) and Excluded Investment Products (as defined in the Monetary Authority of Singapore
(the MAS) Notice SFA 04-N12: Notice on the Sale of Investment Products and the MAS Notice FAA-N16:
Notice on Recommendations on Investment Products).

7

TABLE OF CONTENTS

Page
Overview of the Programme ............................................................................................................................. 9
Risk Factors ..................................................................................................................................................... 17
Documents Incorporated by Reference ........................................................................................................... 41
Terms and Conditions of the Senior Notes ...................................................................................................... 49
Terms and Conditions of the Subordinated Notes ........................................................................................... 97
Use of Proceeds ............................................................................................................................................. 137
Description of Provisions relating to the Notes while in Global Form or while registered in the name of a
Nominee for a Clearing System .............................................................................................................. 138
Description of the Guarantee ......................................................................................................................... 144
Description of Iberdrola Finanzas, S.A.U. .................................................................................................... 148
Description of Iberdrola, S.A. ....................................................................................................................... 149
Subscription and Sale .................................................................................................................................... 164
Form of Final Terms (Senior Notes) ............................................................................................................. 170
Form of Final Terms (Subordinated Notes) .................................................................................................. 189
Taxation ......................................................................................................................................................... 207
General Information ...................................................................................................................................... 216

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OVERVIEW OF THE PROGRAMME
The following overview does not purport to be complete and is taken from, and is qualified in its entirety by,
the remainder of this document and, in relation to the terms and conditions of any particular Tranche of Notes,
the applicable Final Terms. The Issuer may agree with any Dealer that Notes may be issued in a form other
than that contemplated in "Terms and Conditions of the Notes" herein, in which event, in the case of listed
Notes only and if appropriate, a drawdown prospectus will be published.
This overview constitutes a general description of the Programme for the purposes of Article 25(1) of
Commission Delegated Regulation (EU) 2019/980 implementing the Prospectus Regulation. Words and
expressions defined in the "Form of Notes", "Terms and Conditions of the Senior Notes" and "Terms and
Conditions of the Subordinated Notes" shall have the same meanings in this overview.
Issuer:
Iberdrola Finanzas, S.A.U. (the Issuer)
Issuer's Legal Entity Identifier
5493004PZNZWWBOUV388
(LEI):
Guarantor:
Iberdrola, S.A. (the Guarantor)
Guarantor's LEI:
5QK37QC7NWOJ8D7WVQ45
Description:
Guaranteed Euro Medium Term Note Programme (the Programme).
Arranger:
Barclays Bank Ireland PLC
Dealers:
Banco Bilbao Vizcaya Argentaria, S.A., Banco Santander, S.A., Barclays
Bank Ireland PLC, BNP Paribas, BofA Securities Europe SA, CaixaBank,
S.A., Citigroup Global Markets Europe AG, Crédit Agricole Corporate and
Investment Bank, Deutsche Bank Aktiengesellschaft, Goldman Sachs Bank
Europe SE, HSBC Continental Europe, ING Bank N.V., Intesa Sanpaolo
S.p.A., J.P. Morgan SE, Mizuho Securities Europe GmbH, Morgan Stanley
Europe SE, MUFG Securities (Europe) N.V., NatWest Markets N.V. and
UniCredit Bank AG. The Issuer may from time to time terminate the
appointment of any dealer under the Programme or appoint additional
dealers either in respect of a single Tranche or in respect of the whole
Programme. References in this Base Prospectus to "Permanent Dealers" are
to the persons listed above as Dealers and to such additional persons which
are appointed as dealers in respect of the whole Programme (and whose
appointment has not been terminated) and to "Dealers" are to all Permanent
Dealers and all persons appointed as a dealer in respect of one or more
Tranches.
Fiscal Agent:
The Bank of New York Mellon, London Branch.
Size:
Up to Euro 30,000,000,000 (or the equivalent in other currencies at the date
of issue) aggregate principal amount of Notes outstanding at any one time.
The Issuer and the Guarantor have the option, subject to the fulfilment of
certain conditions, to increase the size of the Programme.
Currencies:
Subject to compliance with all relevant laws, regulations and directives,
Notes may be issued in Euro, U.S. Dollars, Australian dollars, Canadian
dollars, Danish krone, Hong Kong dollars, New Zealand dollars, pounds
sterling, Swedish kronor, Swiss francs or Japanese yen or in other currencies
if the Issuer, the Guarantor and the Dealers so agree.

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Maturities:
Any maturity subject to compliance with all relevant laws, regulations and
directives. Where Notes have a maturity of less than one year and either (a)
the issue proceeds are received by the Issuer in the UK or (b) the activity of
issuing the Notes is carried on from an establishment maintained by the
Issuer in the UK, such Notes must: (i) have a minimum redemption value of
£100,000 (or its equivalent in other currencies) and be issued only to persons
whose ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes of their
businesses or who it is reasonable to expect will acquire, hold, manage or
dispose of investments (as principal or agent) for the purposes of their
businesses; or (ii) be issued in other circumstances which do not constitute
a contravention of section 19 of the Financial Services and Markets Act
2000 (the FSMA) by the Issuer.
Specified Denomination:
Notes will be issued in such denominations as may be agreed between the
Issuer and the relevant Dealers and as indicated in the applicable Final
Terms save that the minimum denomination of each Note will be such as
may be allowed or required from time to time by the relevant central bank
(or equivalent body) or any laws or regulations applicable to the specified
currency and save that (a) the minimum denomination of each Note
admitted to trading on a regulated market within the EEA or offered to the
public in a Member State of the EEA in circumstances which would
otherwise require the publication of a prospectus under the Prospectus
Regulation will be 100,000 (or, if the Notes are denominated in a currency
other than euro, the equivalent amount in such currency); and (b) unless
otherwise permitted by then current laws and regulations Notes which have
a maturity of less than one year from their date of issue will have a minimum
denomination of £100,000 (or its equivalent in another currency).
Method of Issue:
The Notes may be issued as senior notes (the Senior Notes) or as
subordinated notes (the Subordinated Notes). The Notes will be issued on
a syndicated or non-syndicated basis. The Notes will be issued in one or
more Series (which may be issued on the same date or which may be issued
in more than one Tranche on different dates). The Notes may be issued in
Tranches on a continuous basis with no minimum issue size, subject to
compliance with all applicable laws, regulations and directives. Further
Notes may be issued as part of an existing Series.
Form of Notes:
The Notes may be issued in bearer form only (Bearer Notes), in bearer form
exchangeable for Registered Notes (Exchangeable Bearer Notes) or in
registered form only (Registered Notes). Bearer Notes may be issued in
new global note (NGN) form. Unless otherwise specified in the relevant
Final Terms, each Tranche of Bearer Notes having an initial maturity of
more than one year will initially be represented by a temporary Global Note
and each Tranche of Bearer Notes having an original maturity of one year
or less will initially be represented by a permanent Global Note which (a)
in each case, will (i) if the Global Notes are stated in the relevant Final
Terms to be issued in NGN form, be delivered on or prior to the original
issue date of the Tranche to a common safekeeper (the Common
Safekeeper) for Euroclear Bank SA/NV (Euroclear) and Clearstream
Banking, S.A. (Clearstream, Luxembourg); and (ii) if the Global Notes
are not intended to be issued in NGN form, be delivered on or prior to the
original issue date of the Tranche to a common depositary (the Common
Depositary) for, Euroclear and Clearstream, Luxembourg, or (b) in the case

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