Obligation Iberdrola Global B.V. 3.25% ( XS1890845875 ) en EUR

Iberdrola Global B.V.

100 % ▲

Espagne

XS1890845875 ( en EUR )

3.25% par an ( paiement annuel )

Perpétuelle

Prospectus brochure de l'obligation Iberdrola International B.V XS1890845875 en EUR 3.25%, échéance Perpétuelle

100 000 EUR

800 000 000 EUR

12/02/2027 ( Dans 263 jours )

Iberdrola International B.V. est une filiale d'Iberdrola, un grand producteur et distributeur d'énergie espagnol, opérant principalement dans le développement et la gestion d'actifs énergétiques internationaux.

L'Obligation émise par Iberdrola Global B.V. ( Espagne ) , en EUR, avec le code ISIN XS1890845875, paye un coupon de 3.25% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le Perpétuelle

Offering Circular dated 6 February 2019
IBERDROLA INTERNATIONAL B.V.
(incorporated with limited liability in the Netherlands and having its corporate domicile in Amsterdam)
800,000,000 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 800,000,000 Undated Deeply Subordinated Reset Rate Guaranteed 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 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 3.250 per cent. per annum; and (ii) from (and including) the First Reset Date (as defined
in the section headed "Terms and Conditions of the Securities" (the "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, 2.973 per cent. per annum; (B) in respect of the Reset Periods commencing on 12 February 2030 to (but excluding) 12 February 2045, 3.223 per cent. per
annum; and (C) in respect of any other Reset Period, 3.973 per cent. per annum, all as determined by the Agent Bank. Interest will be payable annually in arrear on 12 February in each year (each
an "Interest Payment Date"), commencing on 12 February 2020. 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 (as defined in the Conditions), the then Prevailing Interest Rate (as defined in the Conditions), 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 "Terms and
Conditions of the Securities -- Interest Payments -- Step-up after Change of Control Event".
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 "Terms and
Conditions of the Securities -- 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 "Terms and Conditions of the Securities -- Optional Interest Deferral -- 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 Reset Date, 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. 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 "Terms and Conditions of the
Securities -- 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 and (ii) 700,000,000 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 "Terms and Conditions of the Securities
-- 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 "Terms and Conditions of the Securities 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 "Terms and Conditions of the Securities -- 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 Securities will initially be represented by a temporary global security (the "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 the Temporary Global Security will be exchangeable for interests in a permanent global security (the "Permanent Global Security" and together with the
Temporary Global Security, the "Global Securities") as set out in the Temporary Global Security. The 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
Crédit Agricole CIB
J.P. Morgan
Joint Bookrunners
Banco Bilbao Vizcaya Argentaria, S.A.
Barclays
Commerzbank
Crédit Agricole CIB
Credit Suisse
ING
J.P. Morgan
MUFG
Natixis
Santander Corporate & Investment Banking

IMPORTANT INFORMATION
This Offering Circular constitutes a prospectus for the purposes of the Luxembourg Act dated July 10, 2005 on
Prospectuses for securities (as amended). This document does not constitute a prospectus for the purposes of
Article 3 of Directive 2003/71/EC, as amended or superseded. 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 Netherlands
and the Kingdom of Spain, 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
2

fiduciary, in tort or otherwise) is accepted by the Joint Bookrunners as to the accuracy or completeness of the
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 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, Crédit Agricole Corporate and Investment Bank and J.P.
Morgan Securities plc (together, the "Stabilising Managers") (or any person acting on behalf of the
Stabilising Managers) 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
3

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 stabilisation action or over-allotment must be
conducted by the Stabilising Managers (or any person(s) acting on behalf of the Stabilising Managers) 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.
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 2002/92/EC, as amended or superseded, 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.
Amounts payable under the Securities are calculated by reference to the 5 year Swap Rate which itself refers to
ICESWAP2, which is provided by the ICE Benchmark Administration ("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 IBA does appear and the EMMI does not appear 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 "BMR"). As far as the Issuer is aware, the
transitional provisions in Article 51 of the BMR apply, such that the EMMI is not currently required to obtain
authorisation or registration (or, if located outside the European Union, recognition, endorsement or
equivalence).
4

Table of Contents
Page
Overview ..................................................................................................................................................... 6
Documents Incorporated By Reference....................................................................................................... 14
Risk Factors............................................................................................................................................... 16
Terms and Conditions of the Securities ....................................................................................................... 46
Summary of Provisions relating to the Securities while in Global Form....................................................... 68
Form of Guarantee ..................................................................................................................................... 71
Description of the Issuer............................................................................................................................. 77
Description of the Guarantor....................................................................................................................... 78
Use of Proceeds.......................................................................................................................................... 89
Taxation..................................................................................................................................................... 90
Subscription and Sale................................................................................................................................. 95
General Information ................................................................................................................................... 98
5

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.
Guarantor:
Iberdrola, S.A.
Description of Securities:
800,000,000 Undated Deeply Subordinated Reset Rate
Guaranteed Securities (the "Securities"), to be issued by
the Issuer on 12 February 2019 (the "Issue Date").
Global Coordinators and Structuring
Crédit Agricole Corporate and Investment Bank and J.P.
Agents to the Issuer and the
Morgan Securities plc
Guarantor:
Joint Bookrunners:
Banco Bilbao Vizcaya Argentaria, S.A., Banco Santander,
S.A,
Barclays
Bank
PLC,
Commerzbank
Aktiengesellschaft, Crédit Agricole Corporate and
Investment Bank, Credit Suisse Securities (Europe)
Limited, ING Bank N.V., J.P. Morgan Securities plc,
MUFG Securities EMEA plc, and Natixis
Fiscal Agent:
The Bank of New York Mellon, London Branch
Issue Price:
100.00 per cent.
Maturity Date:
Undated
Interest:
The 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 3.250 per
cent. per annum commencing on 12 February 2020;
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, 2.973 per cent. per annum;
(B) in respect of the Reset Periods commencing on
12 February 2030 to (but excluding) 12
February 2045, 3.223 per cent. per annum; and
(C) in respect of any other Reset Period, 3.973 per
cent. per annum,
all as determined by the Agent Bank, payable annually in
arrear on each Interest Payment Date.
All as more particularly described in Condition 4.
6

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.
Interest Payment Dates:
Interest payments in respect of the Securities will be
payable annually in arrear on 12 February in each year,
commencing on 12 February 2020.
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
7

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,
subject to limited exceptions, as more particularly
described in "Terms and Conditions of the Securities
Optional Interest Deferral". Non-payment of interest so
deferred shall not constitute a default by the Issuer or
Guarantor under the Securities or the Guarantor or for any
other purpose. 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.
Optional Settlement of Arrears of
Arrears of Interest may be satisfied at the option of the
Interest:
Issuer, in whole or in part, at any given time upon giving
not more than 14 and no less than seven Business Days
notice to the Holders, the Fiscal Agent and the Paying
Agents prior to the relevant Optional Deferred Interest
Settlement Date informing them of its election so to
satisfy such Arrears of Interest (or part thereof) and
specifying the relevant Optional Deferred Interest
Settlement Date. See Condition 5(b).
Mandatory Settlement of Arrears of
The Issuer shall pay any outstanding Arrears of Interest in
Interest:
whole, but not in part, on the first occurring Mandatory
Settlement Date following the Interest Payment Date on
which any Deferred Interest Payment was first deferred.
"Mandatory Settlement Date" means the earliest of:
(i) as soon as reasonably practicable (but not later than
the fifth business day) following the date on which a
Compulsory Arrears of Interest Settlement Event
occurs;
(ii) on the next scheduled Interest Payment Date on
which the Issuer does not elect to defer in whole the
interest accrued in respect of the relevant Interest
Period;
(iii) the date on which the Securities are redeemed or
repaid in accordance with Condition 6 or become
due and payable in accordance with Condition 9; and
(iv) the date on which the Securities are substituted or
varied in accordance with Condition 12(c).
8

Subject to certain exceptions, as more particularly
described in Condition 5 a "Compulsory Arrears of
Interest Settlement Event" shall have occurred if:
(i) a Dividend Declaration is made in respect of any
Junior Obligations or any Parity Obligations (other
than in respect of any Dividend Declaration made
exclusively in Ordinary Shares of the Guarantor); or
(ii) the Guarantor or any of its subsidiaries has
repurchased, redeemed or otherwise acquired any
Junior Obligations or any Parity Obligations,
all as more particularly described in Condition 5.
Optional Redemption:
The Issuer may redeem the Securities in whole, but not in
part, on any date during the period commencing on (and
including) 12 November 2024 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 and any outstanding Arrears of
Interest.
In addition, upon the occurrence of an Accounting Event,
a Capital Event, a Tax Event, a Withholding Tax Event, a
Change of Control Event or a Substantial Purchase Event,
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.
Events of Default:
There are no events of default in respect of the Securities.
However, if an Issuer Winding-up occurs, or an order is
made or an effective resolution passed for the winding-up,
dissolution or liquidation of the Guarantor, then without
notice from the Holder of any Security to the Fiscal Agent,
each Security shall immediately become due and payable
at its principal amount together with any accrued and
unpaid interest and any outstanding Arrears of Interest.
In such case the Holder of a Security may, at its sole
discretion, institute steps in order to obtain a judgment
against the Issuer and/or the Guarantor for any amounts
due in respect of the Securities, including but not limited
to proving and/or claiming in an Issuer Winding-up or in
the winding-up, dissolution, liquidation or insolvency
proceeding of the Guarantor for such amount.
Change of Control:
If a Change of Control Event has occurred and is
continuing, the Issuer may elect to redeem the Securities
in whole, but not in part, at any time, at the price set out,
and as more particularly described in Condition 6.
9

At or around the Issue Date, the Guarantor intends to
undertake with and for the benefit of all holders of certain
of its securities ("Qualifying Securities") that, for so long
as any of the Securities is outstanding, following the
occurrence of a Change of Control Event in respect of
which it intends to deliver a notice exercising its right to
redeem the Securities under Condition 6(f) it will do so
only after making a tender offer, directly or indirectly, to
all holders of Qualifying Securities to repurchase their
respective Qualifying Securities at their respective
aggregate nominal amounts together with any interest
accrued until the day of completion of the repurchase.
Additional Amounts:
Payments in respect of the Securities and the Coupons by
the Issuer or (as the case may be) the Guarantor under the
Guarantee will be made without withholding or deduction
for, or on account of, Taxes 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(a).
Form:
The Securities will be in bearer form and will initially be
represented by a Temporary Global Security, without
interest coupons or talons, which will be deposited with a
common depositary on behalf of Euroclear and
Clearstream, Luxembourg on or about the Issue Date.
Interests in the Temporary Global Security will be
exchangeable for interests in a Permanent Global Security
as set out in the Temporary Global Security. The
Permanent Global Security will be exchangeable for
Definitive Securities as set out in the Permanent Global
Security. See "Summary of Provisions relating to the
Securities while in Global Form".
Denominations:
The Securities will be issued in denominations of
100,000.
Substitution or Variation:
If at any time a Tax Event, a Withholding Tax Event, an
Accounting Event or a Capital Event has occurred on or
after the Issue Date, then the Issuer or the Guarantor may,
subject to Condition 12(c) (without any requirement for
the consent or approval of the Holders) and having given
not less than 30 nor more than 60 days' notice to the Fiscal
Agent in accordance with Condition 14, the Holders
(which notice shall be irrevocable), at any time either (i)
exchange the Securities for new securities of the Issuer,
the Guarantor or any wholly-owned direct or indirect
finance subsidiary of the Guarantor with a guarantee of
10