Obligation Iberdrola Capital S.A. 1.375% ( XS2455983861 ) en EUR

Iberdrola Capital S.A.

100 % ⇌

Espagne

XS2455983861 ( en EUR )

1.375% par an ( paiement annuel )

11/03/2032 - Obligation échue

Prospectus brochure de l'obligation Iberdrola Finanzas S.A XS2455983861 en EUR 1.375%, échue

100 000 EUR

1 000 000 000 EUR

Iberdrola Finanzas S.A. est une filiale d'Iberdrola, principalement dédiée au financement des activités du groupe énergétique espagnol.

L'Obligation émise par Iberdrola Capital S.A. ( Espagne ) , en EUR, avec le code ISIN XS2455983861, paye un coupon de 1.375% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 11/03/2032

FINAL TERMS
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 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 Directive 2014/65/EU (as amended, 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.
UK MiFIR product governance / Professional investors and ECPs only target market  solely for the
purposes of the 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 only eligible counterparties, as defined in
the FCA Handbook Conduct of Business Sourcebook (COBS), and professional clients, as defined in
Regulation (EU) No. 600/2014 as it forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 (UK MiFIR); 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 manufacturer's 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 manufacturer's target
market assessment) and determining appropriate distribution channels.
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; or (iii)
not a qualified investor as defined in the Prospectus Regulation. Consequently no key information document
required by Regulation (EU) No 1286/2014 (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 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 UK 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, as amended (the FSMA)
and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer
would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No.
600/2014 as it forms part of UK domestic law by virtue of the EUWA. Consequently no key information
document required by Regulation (EU) No. 1286/2014 as it forms part of UK domestic law by virtue of the
EUWA (the UK PRIIPs Regulation) for offering or selling the Notes or otherwise making them available to
1

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.
Final Terms dated 9 March 2022
Iberdrola Finanzas, S.A.U.
(incorporated with limited liability in the Kingdom of Spain)
Legal Entity Identifier (LEI): 5493004PZNZWWBOUV388
Issue of
EUR 1,000,000,000 1.375 per cent. Guaranteed Green Bonds due 11 March 2032
Guaranteed by
Iberdrola, S.A.
Legal Entity Identifier (LEI): 5QK37QC7NWOJ8D7WVQ45
Under the EUR 30,000,000,000
Euro Medium Term Note Programme
PART A CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of
Notes issued by Iberdrola Finanzas, S.A.U. set forth in the Base Prospectus dated 25 June 2021 and the
supplements to the Base Prospectus dated 30 July 2021 and 1 March 2022 which together constitute a base
prospectus for the purposes of the Prospectus Regulation (the Base Prospectus). This document constitutes
the Final Terms of the Notes described herein for the purposes of Article 8(4) of the Prospectus Regulation
and must be read in conjunction with such Base Prospectus as so supplemented in order to obtain all the
relevant information to comply with Article 8(5) of the Prospectus Regulation. Full information on the Issuer,
the Guarantor and the offer of the Notes is only available on the basis of the combination of these Final Terms
and the Base Prospectus. The Base Prospectus and the Final Terms have been published on the website of the
Luxembourg Stock Exchange at www.bourse.lu. and are available for viewing at www.iberdrola.com and
copies may be obtained from the Fiscal Agent at The Bank of New York Mellon, London Branch, One Canada
Square, London E14 5AL, United Kingdom.
1.
(i)
Series Number:
131
(ii)
Tranche Number:
1
(iii)
Date on which the Notes will be Not Applicable
consolidated and form a single
Series:
2.
Specified Currency or Currencies:
Euro ()
3.
Aggregate Nominal Amount admitted to 1,000,000,000
trading:
4.
Issue Price:
99.574 per cent. of the Aggregate Nominal
Amount.
2

5.
Specified Denominations:
100,000 and integral multiples of 100,000
thereafter
6.
(i)
Issue Date:
11 March 2022
(ii)
Interest Commencement Date:
Issue Date
7.
Maturity Date:
11 March 2032
8.
Interest Basis:
1.375 per cent. Fixed Rate (see item 12 below)
9.
Change of Interest Basis:
Not Applicable
10.
Put/Call Options:
Change of Control Put Option
(see item 17 below)
Issuer Call
(see item 15 below)
Residual Maturity Call Option
(see item 18 below)
Substantial Purchase Event
(see item 19 below)
11.
Date Board approval for issuance of Notes 8 March 2022
obtained:
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
12.
Fixed Rate Note Provisions
Applicable
(i)
Rate of Interest:
1.375 per cent. per annum
payable in arrear on each Interest Payment Date
(ii)
Interest Payment Date(s):
11 March in each year commencing on 11 March
2023 up to and including the Maturity Date.
(iii)
Fixed Coupon Amount(s):
1,375 per Specified Denomination
(iv)
Broken Amount(s):
Not Applicable
(Applicable to Notes in definitive
form)
(v)
Day Count Fraction:
Actual/Actual(ICMA)
(vi)
Determination Dates:
11 March in each year
13.
Floating Rate Note Provisions
Not Applicable
14.
Zero Coupon Note Provisions
Not Applicable
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PROVISIONS RELATING TO REDEMPTION
15.
Call Option
Applicable
(i)
Optional Redemption Date(s):
As per Conditions
(ii)
Optional Redemption Amount(s) of Make-Whole Amount
each Note:
(iii)
Make-whole Amount:
Applicable
(a)
Reference Note:
DBR (Bundesanleihe) 0 per cent. due 15 February
2032 (DE0001102580)
Redemption Margin:
0.20 per cent.
Financial Adviser:
As per Conditions
Quotation Time:
As determined by the Financial Adviser
(b)
Discount Rate:
Not Applicable
(c)
Make-whole Exemption
Not Applicable
Period:
(iv)
If redeemable in part:
(a)
Minimum Redemption
Not Applicable
Amount:
(b)
Maximum Redemption
Not Applicable
Amount:
(v)
Notice periods:
As per Conditions
16.
Put Option
Not Applicable
17.
Change of Control Put:
Applicable
(i)
Optional Redemption Amount:
As per Conditions
(ii)
Notice periods:
As per Conditions
18.
Residual Maturity Call Option
Applicable
19.
Substantial Purchase Event
Applicable
20.
Final Redemption Amount
100,000 per 100,000 in nominal amount
21.
Early Redemption Amount
Early Redemption Amount(s) payable on
redemption for taxation reasons or on Event
of Default and/or the method of calculating
4

the same (if required or if different from that As per Conditions
set out in Condition 6):
GENERAL PROVISIONS APPLICABLE TO THE NOTES
22.
(a)
Form of Notes:
Bearer Notes:
Temporary Global Note exchangeable for a
Permanent Global Note exchangeable for
Definitive Notes in the limited circumstances
specified in the Permanent Global Note.
(b)
New Global Note:
Yes
23.
Financial Centre(s) or other special TARGET2 Business Days
provisions relating to Payment Dates:
24.
Talons for future Coupons to be attached to No
Definitive Notes:
25.
Consolidation provisions:
Not Applicable
THIRD PARTY INFORMATION
The ratings definitions of S&P, Moody's and Fitch in section 2 of "Part B Other Information" below
have
been
extracted
from
https://www.standardandpoors.com/en_US/web/guest/article/-
/view/sourceId/504352,
https://www.moodys.com/sites/products/productattachments/ap075378_1_1408_ki.pdf
and
https://www.fitchratings.com/research/fund-asset-managers/rating-definitions-11-06-2020, respectively.
Each of the Issuer and the Guarantor confirms that such information has been accurately reproduced and
that, so far as it is aware, and is able to ascertain from information published by S&P, Moody's and Fitch,
no facts have been omitted which would render the reproduced information inaccurate or misleading.
Signed on behalf of the Issuer:
Signed on behalf of the Guarantor:
By:
.............................................................
By:
..............................................................
Duly authorised
Duly authorised
5

PART B OTHER INFORMATION
1.
LISTING AND ADMISSION TO
TRADING
(i)
Listing:
Official List of the Luxembourg Stock Exchange
(ii)
Admission to trading:
Application has been made for the Notes to be
admitted to trading on the regulated market of the
Luxembourg Stock Exchange with effect from 11
March 2022.
(iii)
Estimate of total expenses related to 7,900
admission to trading:
2.
RATINGS
Ratings:
The Notes to be issued are expected to be rated:
Standard & Poor's Global Ratings Europe Limited
(S&P): BBB+
Moody's Investor Service Limited (Moody's):
Baa1
Fitch Ratings Limited (Fitch): A-
According to S&P's ratings definitions available
at
https://www.standardandpoors.com/en_US/web/g
uest/article/-/view/sourceId/504352, a rating by
S&P of "BBB" indicates adequate protection
parameters. However, adverse economic
conditions or changing circumstances are more
likely to weaken the obligor's capacity to meet its
financial commitments on the obligation. The
addition of a plus (+) or minus (-) sign to a rating
is to show relative standing within the relevant
rating category.
According to Moody's ratings definitions
available
at
https://www.moodys.com/sites/products/producta
ttachments/ap075378_1_1408_ki.pdf, a rating by
Moody's of "Baa" indicates moderate credit risk.
Such obligations are considered medium-grade
and as such may possess speculative
characteristics. Moody's appends numerical
modifiers 1, 2, and 3 to each generic rating
classification from "Aa" through "Caa". The
modifier "1" indicates that the obligation ranks in
the higher end of its generic rating category.
6

According to Fitch's ratings definitions available
at
https://www.fitchratings.com/research/fund-
asset-managers/rating-definitions-11-06-2020, a
rating by Fitch of "A" indicates expectations of
low default risk. The capacity for payment of
financial commitments is considered strong. This
capacity may, nevertheless, be more vulnerable to
adverse business or economic conditions than is
the case for higher ratings. The modifiers "+" or "-
" may be appended to a rating to denote relative
status within major rating categories.
S&P is established in the European Union and is
registered under Regulation (EC) No. 1060/2009
(as amended, the CRA Regulation). As such,
S&P is included in the list of credit rating agencies
published by the European Securities and Markets
Authority on its website in accordance with the
CRA
Regulation
(http://www.esma.europa.eu/page/List-registered-
and-certified-CRAs).
Each of Moody's and Fitch is not established in the
European Union and has not applied for registration
under the CRA Regulation. The ratings issued by
Moody's and Fitch are expected to be 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 European Union and registered
under the CRA Regulation. As such each of Moody's
Deutschland GmbH and Fitch Ratings Ireland
Limited is included in the list of credit rating
agencies published by the European Securities and
Markets Authority on its website in accordance with
the
CRA
Regulation
(http://www.esma.europa.eu/page/List-registered-
and-certified-CRAs).
3.
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
So far as the Issuer is aware and save for the fees paid to the Managers, no person involved in the
offer of the Notes has an interest material to the offer. The Managers and their affiliates have
engaged, and may in the future engage, in investment banking and/or commercial banking
transactions with, have a lending relationship with, and may perform other services for, the Issuer
and the Guarantor and their affiliates in the ordinary course of business. For the purpose of this
paragraph the term "affiliates" includes also parent companies.
4.
REASONS FOR THE OFFER AND
ESTIMATED NET PROCEEDS
Reasons for the offer:
See sub-paragraph (b) in "Use of Proceeds" in
Base Prospectus.
7

The Eligible Green Projects will be the offshore
windfarms of St. Brieuc (in France) and Baltic
Eagle (in Germany).
The Issuer's and Guarantor's general green
financing documentation (including the Issuer's
Framework for Green Financing and the second
party opinion relating to the Notes) is available at:
https://www.iberdrola.com/shareholders-
investors/investors/fixed-income/information-
related-to-green-finance
Estimated net proceeds:
992,740,000
5.
YIELD
Indication of yield:
1.421 per cent. (annual)
6.
OPERATIONAL INFORMATION
ISIN:
XS2455983861
Common Code:
245598386
Any clearing system(s) other than Euroclear Not Applicable
and Clearstream Luxembourg and the
relevant identification number(s):
Names and addresses of additional Paying Not Applicable
Agent(s) (if any):
Intended to be held in a manner which Yes
would allow Eurosystem eligibility:
Note that the designation "yes" simply means that
the Notes are intended upon issue to be deposited
with one of the International Central Securities
Depositaries (ICSDs), being Euroclear and
Clearstream,
Luxembourg,
as
common
safekeeper, and does not necessarily mean that the
Notes will be recognised as eligible collateral for
Eurosystem monetary policy and intra-day credit
operations by the Eurosystem either upon issue or
at any or all times during their life. Such
recognition will depend upon the ECB being
satisfied that Eurosystem eligibility criteria have
been met.
7.
DISTRIBUTION
(a)
Method of distribution:
Syndicated
(b)
If syndicated, names of Managers:
Banco Bilbao Vizcaya Argentaria, S.A.
Banco Santander, S.A.
8

BNP Paribas
BofA Securities Europe SA
Citigroup Global Markets Europe AG
HSBC Continental Europe
ING Bank N.V.
Intesa Sanpaolo S.p.A.
SMBC Nikko Capital Markets Europe GmbH
(c)
Date of Subscription Agreement:
9 March 2022
(d)
Stabilisation Manager(s) (if any):
Not Applicable
(e)
U.S. Selling Restrictions:
Reg. S Compliance Category 2; TEFRA D
9