Obligation Verbunden AG 0.9% ( XS2320746394 ) en EUR

Verbunden AG

100 % ▲

Autriche

XS2320746394 ( en EUR )

0.9% par an ( paiement annuel )

01/04/2041 - Obligation échue

Prospectus brochure de l'obligation Verbund AG XS2320746394 en EUR 0.9%, échue

Verbund AG est une entreprise énergétique autrichienne publique, principale productrice d'électricité du pays, axée sur les énergies renouvelables hydroélectriques.

L'Obligation émise par Verbunden AG ( Autriche ) , en EUR, avec le code ISIN XS2320746394, paye un coupon de 0.9% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 01/04/2041

Prospectus dated 30 March 2021

(incorporated as a joint-stock corporation (Aktiengesellschaft) under the laws of the Republic of Austria)
500,000,000 0.900 per cent. Green and Sustainability-Linked Notes
due 1 April 2041
ISIN XS2320746394, Common Code 232074639, WKN A3KNZ9
Issue price: 98.446 per cent.
VERBUND AG, Vienna, Republic of Austria (the "Issuer" or "VERBUND") will issue on 1 April 2021 (the "Issue
Date") 500,000,000 0.900 per cent. green and sustainability-linked notes due 1 April 2041 (the "Notes") in the
denomination of 100,000 per Note.
The Notes will be governed by the laws of the Federal Republic of Germany ("Germany").
The Notes will bear interest on their principal amount from, and including, the Issue Date to but excluding 1 April
2041 at a rate of 0.900 per cent. per annum (the "Original Rate of Interest"), payable annually in arrear on 1 April
in each year, commencing on 1 April 2022. If the Step-up Event (as defined in the terms and conditions of the Notes
- the "Terms and Conditions") occurs, the rate of interest will be increased to the sum of the Original Rate of
Interest and 0.25 per cent. per annum with effect from and including the Interest Payment Date (as defined in the
Terms and Conditions) immediately following the Notice Date (as defined in the Terms and Conditions) to but
excluding 1 April 2041 (the "Maturity Date").
Unless previously redeemed or repurchased and cancelled, the Notes will be redeemed at par on the Maturity Date.
The Issuer may, at its option, redeem the Notes prior to the Maturity Date on the terms set forth in Clause 5 of the
Terms and Conditions. Upon occurrence of a Put Event or an Event of Default (each as defined in the Terms and
Conditions), each holder of Notes (each a "Holder") will have the option to declare all or some only of its Notes
not previously redeemed due prior to the Maturity Date. In such case the Issuer will redeem such Notes at their
principal amount.
The Notes will initially be represented by a temporary global note in bearer form (the "Temporary Global Note").
Interests in the Temporary Global Note will be exchangeable, in whole or in part, for interests in a corresponding
permanent global note (the "Permanent Global Note" and together with the Temporary Global Note, the "Global
Notes") not earlier than 40 days after the Issue Date (the "Exchange Date"), upon certification as to non-U.S.
beneficial ownership.
This prospectus (the "Prospectus") constitutes a prospectus within the meaning of Article 6.3 of Regulation (EU)
No 2017/1129 of the European Parliament and of the Council of 14 June 2017 (as amended, the "Prospectus
Regulation"). This Prospectus will be published in electronic form together with all documents incorporated by
reference on the website of the Luxembourg Stock Exchange (www.bourse.lu) and on the website of the Issuer
(www.verbund.com).
This Prospectus has been approved by the Commission de Surveillance du Secteur Financier, Luxembourg
("CSSF") in its capacity as competent authority under the Prospectus Regulation. The CSSF only approves this
Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus
Regulation. Such approval should neither be considered as an endorsement of the Issuer that is subject of this
Prospectus nor of the quality of the Notes that are the subject of this Prospectus. Investors should make their own
assessment as to the suitability of investing in the Notes. The Issuer has requested the CSSF to provide the

competent authority in the Republic of Austria with a certificate of approval attesting that the Prospectus has been
drawn up in accordance with the Prospectus Regulation.
This Prospectus will be valid until 30 March 2022 and may in this period be used for admission of the Notes to
trading on a regulated market. In case of a significant new factor, material mistake or material inaccuracy relating
to the information included in this Prospectus which may affect the assessment of the Notes, the Issuer will prepare
and publish a supplement to the Prospectus without undue delay in accordance with Article 23 of the Prospectus
Regulation.
The obligation of the Issuer to supplement this Prospectus will cease to apply once the Notes have been admitted
to trading on the regulated market of the Luxembourg Stock Exchange or upon expiry of the validity period of this
Prospectus, whichever occurs later.
This Prospectus does not constitute an offer to sell, or the solicitation of an offer to buy, the Notes in any jurisdiction
where such offer or solicitation is unlawful.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended
(the "Securities Act") and subject to certain exceptions, the Notes may not be offered or sold within the
United States of America or to, or for the account or benefit of, U.S. persons.
Application has been made to the Luxembourg Stock Exchange for the Notes (i) to be listed on the official list of
the Luxembourg Stock Exchange (the "Official List"), (ii) to be admitted to trading on the Luxembourg Stock
Exchange's regulated market and (iii) to be listed on the segment corporate standard and admitted to trading on the
regulated market (Official Market Amtlicher Handel) of the Vienna Stock Exchange. Each of the Luxembourg
Stock Exchange's regulated market and the Vienna Stock Exchange's regulated market (Official Market Amtlicher
Handel) are regulated markets for the purposes of Directive 2014/65/EU of the European Parliament and of the
Council of 15 May 2014 on markets in financial instruments (as amended, "MiFID II").
The Notes are expected to be rated "A/Stable Outlook" by S&P (as defined in the Terms and Conditions) and
"A3/Stable Outlook" by Moody's (as defined in the Terms and Conditions). Each of S&P and Moody's is
established in the European Union (the "EU") and is registered under Regulation (EC) No. 1060/2009 (as amended)
of the European Parliament and of the Council of 16 September 2009 on credit rating agencies. A credit 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.
Prospective purchasers of the Notes should ensure that they understand the nature of the Notes and the extent of
their exposure to risks and that they consider the suitability of the Notes as an investment in the light of their own
circumstances and financial condition. Investing in the Notes involves certain risks. Please review the section
entitled "Risk Factors" beginning on page 9 of this Prospectus.
Joint ESG Structuring Agents to the Issuer
BofA Securities
J.P. Morgan
Joint Bookrunners
BofA Securities
Erste Group
J.P. Morgan
Morgan Stanley

Société Générale
Corporate and
Investment Banking
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RESPONSIBILITY STATEMENT
The Issuer with its registered office in Vienna, Austria, accepts responsibility for the information contained in this
Prospectus and hereby declares that the information contained in this Prospectus is, to the best of its knowledge, in
accordance with the facts and contains no omission likely to affect its import.
The Issuer further confirms that (i) this Prospectus contains all relevant information with respect to the Issuer and its
consolidated subsidiaries taken as a whole ("VERBUND Group") and to the Notes which is material in the context of
the issue and the offering of the Notes, including all relevant information which, according to the particular nature of the
Issuer and of the Notes is necessary to enable investors and their investment advisers to make an informed assessment of
the assets and liabilities, financial position, profits and losses, and prospects of the Issuer and the VERBUND Group and
of the rights attached to the Notes; (ii) the statements contained in this Prospectus relating to the Issuer, the VERBUND
Group and the Notes are in every material respect true and accurate and not misleading; (iii) there are no other facts in
relation to the Issuer, the VERBUND Group or the Notes the omission of which would, in the context of the issue and
offering of the Notes, make any statement in the Prospectus misleading in any material respect; and (iv) reasonable
enquiries have been made by the Issuer to ascertain such facts and to verify the accuracy of all such information and
statements.
NOTICE
No person is authorised to give any information or to make any representation other than those contained in this Prospectus
and, if given or made, such information or representation must not be relied upon as having been authorized by or on
behalf of the Issuer or BofA Securities Europe SA and J.P. Morgan AG (together, the "Joint ESG Structuring Agents"),
Erste Group Bank AG, Morgan Stanley Europe SE and Société Générale (together with the Joint ESG Structuring Agents,
the "Joint Bookrunners").
This Prospectus should be read and understood in conjunction with any supplement hereto and with all documents
incorporated herein or therein by reference.
The legally binding language of this Prospectus is English except for the Terms and Conditions in respect of which
German is the legally binding language.
In this Prospectus, all references to "", "EUR" or "Euro" are to the currency introduced at the start of the third stage of
the European economic and monetary union, and as defined in Article 2 of Council Regulation (EC) No. 974/98 of
3 May 1998 on the introduction of the Euro, as amended. References to "billions" are to thousands of millions.
Certain financial information (including percentages) in this Prospectus is rounded according to established commercial
standards. As a result, the aggregate amounts (sum totals or sub-totals or differences or if numbers are put in relation) in
tables in this Prospectus may not correspond in all cases to the aggregated amounts of the underlying (unrounded) figures
appearing elsewhere in this Prospectus. Furthermore, in those tables, these rounded figures may not add up exactly to the
totals contained in those tables.
Each investor contemplating purchasing any Notes should make its own independent investigation of the financial
condition and affairs, and its own appraisal of the creditworthiness, of the Issuer.
This Prospectus does not constitute an offer of Notes or an invitation by or on behalf of the Issuer or the Joint Bookrunners
to subscribe for, or purchase, any Notes. Neither this Prospectus nor any other information supplied in connection with
the Notes should be considered as a recommendation by the Issuer or the Joint Bookrunners to a recipient hereof and
thereof that such recipient should subscribe or purchase any Notes.
This Prospectus reflects the status as at its date. The offering, placement, sale, listing and delivery of the Notes and the
distribution of the Prospectus may not be taken as an implication that the information contained herein is accurate and
complete subsequent to the date hereof or that there has been no adverse change in the financial condition of the Issuer or
the VERBUND Group since the date hereof.
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To the extent permitted by the laws of any relevant jurisdiction, none of the Joint Bookrunners, any of its affiliates or any
other person mentioned in the Prospectus, except for the Issuer, accepts responsibility for the accuracy and completeness
of the information contained in this Prospectus or any other documents incorporated by reference and accordingly, and to
the extent permitted by the laws of any relevant jurisdiction, none of these persons accept any responsibility for the
accuracy and completeness of the information contained in any of these documents. The Joint Bookrunners have not
independently verified any such information and accept no responsibility for the accuracy thereof.
None of the Joint Bookrunners, any of its affiliates or any other person mentioned in the Prospectus makes any
representation as to the suitability of the Notes to fulfil environmental and sustainability criteria required by any
prospective investors. The Joint Bookrunners have not undertaken, nor are responsible for, any assessment of the
VERBUND Green Finance Framework or the Eligible Green Projects (each as defined in the section "Use of Proceeds"),
any verification of whether the Eligible Green Projects meet the criteria set out in the VERBUND Green Finance
Framework or the monitoring of the use of proceeds.
This Prospectus does not constitute, and may not be used for the purposes of, an offer or solicitation by anyone in any
jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such
offer or solicitation.
The distribution of this Prospectus and the offering, sale and delivery of the Notes in certain jurisdictions may be restricted
by law. Persons into whose possession this Prospectus comes are required to inform themselves about and to observe any
such restrictions. For a description of the restrictions see the section "Subscription and Sale Selling Restrictions of the
Notes" below.
In particular, the Notes have not been and will not be registered under the Securities Act or with any securities regulatory
authority of any state or other jurisdiction of the United States of America. The Notes will be issued in bearer form and
are subject to United States of America tax law requirements. Subject to certain exceptions, the Notes may not be offered,
sold or delivered within the United States of America or to U.S. persons as defined in Regulation S under the Securities
Act ("Regulation S").
For the avoidance of doubt, the content of any website referred to in this Prospectus, unless specifically incorporated by
reference, does not form part of this Prospectus and the information on such websites has not been scrutinized or approved
by the CSSF as competent authority under the Prospectus Regulation.
The Notes issued pursuant to this Prospectus are complex financial instruments and are not suitable or appropriate
investments for all investors. An investment in the Notes is only suitable for investors experienced in financial matters
who are in a position to fully assess the risks relating to such investment and who have sufficient financial means to
absorb potential loss stemming therefrom.
EACH POTENTIAL INVESTOR IN NOTES MUST DETERMINE THE SUITABILITY OF THAT
INVESTMENT IN LIGHT OF ITS OWN CIRCUMSTANCES.
In particular, each potential investor should:
(i) have sufficient knowledge and experience to make a meaningful evaluation of the relevant Notes, the merits and
risks of investing in the relevant Notes and the information contained or incorporated by reference into this
Prospectus;
(ii) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial
situation and the investment(s) it is considering, an investment in the Notes and the impact the Notes will have on
its overall investment portfolio;
(iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the relevant Notes,
including where the currency for principal or interest payments is different from the potential investor's currency;
(iv) understand thoroughly the terms of the relevant Notes and be familiar with the behaviour of financial markets;
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(v) be aware that it may be required to pay taxes or other documentary charges or duties in accordance with the laws
and practices of the country where the Notes are transferred or other jurisdictions;
(vi) ask for its own tax adviser's advice on its individual taxation with respect to the acquisition, sale and redemption of
the Notes; and
(vii) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate
and other factors that may affect its investment and its ability to bear the applicable risks.
MIFID II PRODUCT GOVERNANCE /
TARGET MARKET: PROFESSIONAL INVESTORS AND ECPS ONLY
Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the
Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients
only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to eligible counterparties and
professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes
(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 Notes (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 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 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 Article 4(1) of MiFID II; or (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. 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.
Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making or accepting an offer to
purchase, any Notes (or any beneficial interests therein) from the Issuer and/or the Joint Bookrunners the foregoing
representations, warranties, agreements and undertakings will be given by and be binding upon both the agent and its
underlying client.
IMPORTANT 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 United Kingdom ("UK"). For these purposes, a retail investor means a person
who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms
part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a customer within the
meaning of the provisions of the Financial Services and Markets Act 2000 ("FSMA") and any rules or regulations made
under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client,
as defined in point (8) of Article 2 (1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the
EUWA. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of
domestic law 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.
Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making or accepting an offer to
purchase, any Notes (or any beneficial interests therein) from the Issuer and/or the Joint Bookrunners the foregoing
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representations, warranties, agreements and undertakings will be given by and be binding upon both the agent and its
underlying client.
SINGAPORE SECURITIES AND FUTURES ACT PRODUCT CLASSIFICATION
In connection with Section 309B of the Securities and Futures Act (Chapter 289) of Singapore (the "SFA") and the
Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (the "CMP Regulations 2018"), the
Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that the Notes
are `prescribed capital markets products' (as defined in the CMP Regulations 2018) and Excluded Investment Products
(as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice
on Recommendations on Investment Products).
STABILISATION
IN CONNECTION WITH THE ISSUE OF THE NOTES, MORGAN STANLEY EUROPE SE (THE "STABILISING
MANAGER") (OR ANY PERSON ACTING ON BEHALF OF ANY STABILISING MANAGER) 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
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 NOTES AND 60 DAYS AFTER THE DATE OF THE
ALLOTMENT OF THE NOTES. ANY STABILISATION ACTION OR OVER-ALLOTMENT MUST BE
CONDUCTED BY THE STABILISING MANAGER (OR ANY PERSON ACTING ON BEHALF OF THE
STABILISING MANAGER) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Prospectus contains certain forward-looking statements. A forward-looking statement is a statement that does not
relate to historical facts and events. They are based on analyses or forecasts of future results and estimates of amounts not
yet determinable or foreseeable. These forward-looking statements are identified by the use of terms and phrases such as
"anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan", "predict", "project", "will" and similar
terms and phrases, including references and assumptions. This applies, in particular, to statements in this Prospectus
containing information on future earning capacity, plans and expectations regarding VERBUND Group's business and
management, its growth and profitability, and general economic and regulatory conditions and other factors that affect it.
Forward-looking statements in this Prospectus are based on current estimates and assumptions that the Issuer makes to
the best of its present knowledge. These forward-looking statements are subject to risks, uncertainties and other factors
which could cause actual results, including VERBUND Group's financial condition and results of operations, to differ
materially from and be worse than results that have expressly or implicitly been assumed or described in these forward-
looking statements. VERBUND Group's business is also subject to a number of risks and uncertainties that could cause a
forward-looking statement, estimate or prediction in this Prospectus to become inaccurate. Accordingly, investors are
strongly advised to read the following sections of this Prospectus: "Risk Factors" and "Description of the Issuer". These
sections include more detailed descriptions of factors that might have an impact on VERBUND Group's business and the
markets in which it operates.
In light of these risks, uncertainties and assumptions, future events described in this Prospectus may not occur. In addition,
neither the Issuer nor the Joint Bookrunners assume any obligation, except as required by law, to update any forward-
looking statement or to conform these forward-looking statements to actual events or developments.
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ALTERNATIVE PERFORMANCE MEASURES
Certain financial measures presented in this Prospectus and in the documents incorporated by reference are not recognised
financial measures under International Financial Reporting Standards as adopted by the European Union ("IFRS")
("Alternative Performance Measures") and may therefore not be considered as an alternative to the financial measures
defined in the accounting standards in accordance with generally accepted accounting principles. The Alternative
Performance Measures are intended to supplement investors' understanding of VERBUND Group's financial information
by providing measures which investors, financial analysts and management use to help evaluate VERBUND Group's
financial leverage and operating performance. Special items which the Issuer does not believe to be indicative of ongoing
business performance are excluded from these calculations so that investors can better evaluate and analyse historical and
future business trends on a consistent basis. Definitions of these Alternative Performance Measures may not be
comparable to similar definitions used by other companies and are not a substitute for similar measures according to
IFRS.
ESG RATINGS
The Issuer's exposure to Environmental, Social and Governance ("ESG") risks and the related management arrangements
established to mitigate those risks has been assessed by several agencies, including Sustainalytics ("ESG ratings"). For
more information on the Issuer's ESG ratings reference is made to "Description of the Issuer ESG ratings".
ESG ratings may vary amongst ESG ratings agencies as the methodologies used to determine ESG ratings may differ.
The Issuer's ESG ratings are not necessarily indicative of its current or future operating or financial performance, or any
future ability to service the Notes and are only current as of the dates on which they were initially issued. Prospective
investors must determine for themselves the relevance of any such ESG ratings information contained in this Prospectus
or elsewhere in making an investment decision. Furthermore, ESG ratings shall not be deemed to be a recommendation
by the Issuer, the Joint Bookrunners, the Joint ESG Structuring Agents or any other person to buy, sell or hold the Notes.
Currently, the providers of such ESG ratings are not subject to any regulatory or other similar oversight in respect of their
determination and award of ESG ratings. For more information regarding the assessment methodologies used to determine
ESG ratings, please refer to the relevant ratings agency's website (which website does not form a part of, nor is
incorporated by reference in, this Prospectus).
VERBUND GREEN FINANCE FRAMEWORK, SECOND PARTY OPINION, KEY PERFORMANCE
INDICATORS AND SUSTAINABILITY TARGETS
The Issuer has established a framework to support the future issuance of sustainable financing instruments, including
green bonds, sustainability-linked bonds or a combination of the two (the "VERBUND Green Financing Framework")
in order to support its 2030 Strategy and broader sustainability aims (see "Green Financing and VERBUND Green
Finance Framework" below). The VERBUND Green Financing Framework also includes key performance indicators,
which the Issuer has selected for the purposes of the Notes and for supporting potential further sustainability-linked
financing instruments in the future.
For the Notes, the Issuer selected the following two key performance indicators: "KPI 1" refers to newly-installed
production capacity of hydropower, wind power and photovoltaic (PV) solar renewable energy of the Issuer (including
its Subsidiaries (as defined in the Terms and Conditions)), measured as Megawatts ("MW"). "KPI 2" refers to additional
installed transformer capacity of the Issuer (including its Subsidiaries (as defined in the Terms and Conditions)) installed
to facilitate interaction with the grid and integrate renewable energy (as defined in Art. 2 No. 1 of Directive (EU)
2018/2001 of the European Parliament and of the Council on the promotion of the use of energy from renewable sources
(recast)) generation, measured as MegaVolt-Ampere ("MVA") (KPI 1 and KPI 2 each an "KPI" and together, the "KPIs").
Both KPIs are aligned with EU Environmental Objective 1 "Climate Change Mitigation" and the UN Sustainable
Developments Goals No. 7 "Affordable and Clean Energy" and No. 13 "Climate Action".
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With regard to the KPIs, the Issuer determined the following sustainability performance targets for the Notes: "SPT 1"
means that the newly-installed Relevant Renewable Energy production capacity of the Issuer (including its Subsidiaries)
reached at least 2,000 MW by 31 December 2032 (the "Sustainable Performance Target Observation Date"), whereby
in this context, "newly-installed Relevant Renewable Energy production capacity" means the capacity from Relevant
Renewable Energy which results from installations commissioned after 31 December 2020. As at 31 December 2020, the
Relevant Renewable Energy production capacity of the Issuer (including its Subsidiaries) amounts to 8,687 MW. This
demonstrates a compound annual growth rate (CAGR) of above 1.7 per cent. versus the applicable regional forecast of
approximately 1.5 per cent. for the Northern European region over the same period. "SPT 2" means that the additionally
installed Transformer Capacity of the Issuer (including its Subsidiaries) reached at least 12,000 MVA by the Sustainable
Performance Target Observation Date, whereby in this context, "additionally installed Transformer Capacity" means
additional Transformer Capacity which is commissioned after 31 December 2020. As at 31 December 2020, Transformer
Capacity of the Issuer (including its Subsidiaries) amounts to 30,810 MVA. This represents a growth target of
approximately 39 per cent. in comparison with installation trends reported by a selected sector peer (i.e. Northern
European competitor).
For further information on the Issuer's intention to report on the development of the respective SPT on an annual basis as
well as the external review and assurance thereof on an annual basis reference is made to the VERBUND Green Finance
Framework.
The VERBUND Green Financing Framework has been developed in alignment with the Green Bond Principles 20181
and the Sustainability-Linked Bond Principles, 20202. It also aligns with the most recent draft of the draft Delegated Acts
of the EU Taxonomy, published in November 2020. The Issuer appointed Institutional Shareholder Services Inc. ("ISS
ESG") who has provided a second party opinion (the "Second Party Opinion") on VERBUND's Green Financing
Framework. Investors should refer to the Issuer's website (www.verbund.com) and to the Second Party Opinion, which is
available at www.iss-esg.com and on the Issuer's website (www.verbund.com), for information regarding VERBUND's
Green Finance Framework. The second party opinion providers and providers of similar opinions and certifications are
not currently subject to any specific regulatory or other regime or oversight. The Second Party Opinion and any such
other opinion or certification is not, nor should be deemed to be, a recommendation by the Issuer, any member of the
VERBUND Group, the Joint Bookrunners, the Joint ESG Structuring Agents or any other person to buy, sell or hold any
Notes. For more information regarding the assessment methodologies used to determine the Second Party Opinion, please
refer to ISS ESG's website (which website does not form a part of, nor is incorporated by reference in, this Prospectus).

1 https://www.icmagroup.org/sustainable-finance/the-principles-guidelines-and-handbooks/green-bond-principles-gbp/
2 https://www.icmagroup.org/sustainable-finance/the-principles-guidelines-and-handbooks/sustainability-linked-bond-principles-slbp/
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TABLE OF CONTENTS
RISK FACTORS................................................................................................................................................................. 8
TERMS AND CONDITIONS OF THE NOTES .............................................................................................................. 21
USE OF PROCEEDS ....................................................................................................................................................... 56
DESCRIPTION OF THE ISSUER ................................................................................................................................... 58
TAXATION WARNING ................................................................................................................................................... 75
SUBSCRIPTION AND SALE OF THE NOTES ............................................................................................................. 76
GENERAL INFORMATION ........................................................................................................................................... 80
DOCUMENTS INCORPORATED BY REFERENCE .................................................................................................... 82

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RISK FACTORS
Before deciding to purchase the Notes, investors should carefully review and consider the following risk factors and the
other information contained in this Prospectus. Should one or more of the risks described below materialise, this may
have a material adverse effect on the business, prospects, shareholders' equity, assets, financial position and results of
operations (Vermögens-, Finanz- und Ertragslage) or general affairs of the Issuer. Moreover, if any of these risks occur,
the market value of the Notes and the likelihood that the Issuer will be in a position to fulfil its payment obligations under
the Notes may decrease, in which case the holders of the Notes (the "Holders") could lose all or part of their investments.
Factors which the Issuer believes may be material for the purpose of assessing the market risks associated with the Notes
are also described below.
The Issuer believes that the factors described below represent the principal risks inherent in investing in the Notes, but
the Issuer may be unable to pay principal or other amounts on or in connection with the Notes for other reasons than
those described below. Additional risks of which the Issuer is not presently aware could also affect the business operations
of the Issuer and have a material adverse effect on the Issuer's business activities and financial condition and results of
operations. The occurrence of one or more risks may have a material adverse effect on the Issuer's business activities and
financial condition and results of operations. Should one or several of the following material risks materialise, this could
lead to a material decline in the price of the Notes or, in the worst-case scenario, to a total loss of interest and the amount
invested by investors.
Prospective investors should read the detailed information set out elsewhere in this Prospectus (including any documents
incorporated by reference herein) and consult with their own professional advisers (including their financial, accounting,
legal and tax advisers) if they consider it necessary. In addition, investors should be aware that the risks described might
combine and thus intensify one another.
Words and expressions defined in the Terms and Conditions below shall have the same meanings in this section.
Potential investors should, among other things, consider the following:
Risks relating to the Issuer
The risk factors regarding the Issuer are presented in the following categories depending on their nature with the most
material risk factor, based on the probability of their occurrence and the expected magnitude of their negative impact,
presented first in each category:
1. Markets Risks
Strategic Risks
Each investment in the development of a new product or market as well as the extension of infrastructure and generation
capacity is a strategic decision. These strategic developments involve long-term risks arising from a misinterpretation of
customer demand, technological misjudgements and changing framework conditions like altering market, regulatory or
environmental conditions. Changing environmental conditions, especially due to climate change, and the efforts at
national and international level to reduce its negative effects, may also have an impact on the market and regulatory
framework. Current and emerging regulations enforcing environmental protection as well as regulations targeting energy
consumption and reduction of emissions create the market conditions VERBUND operates in. The inherent risks, if they
materialize, could have a major impact on VERBUND Group's operations if VERBUND is not able to recoup its
investment plus an adequate return and thus may have material adverse effects on the net assets, financial position and/or
results of operations of VERBUND Group and the Issuer's ability to fulfil its obligations under the Notes.
Price Risk
"Price risk" refers to the risk that VERBUND Group is subject to price fluctuations on the electricity wholesale and retail
market. VERBUND Group sells most of its produced electricity on the wholesale markets linked to prices derived from
the electricity exchanges and buys electricity which it distributes to different groups of customers on the market.
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