Use of Proceeds: General Corporate Purposes including the refinancing of existing indebtedness
Covenants: Loan to Value: Consolidated Total Net Borrowings / Consolidated Adjusted Total Assets <= 60% (Semiannual Test) Interest Cover: Consolidated EBITDA / Net Finance Charges >= 1.5x (Semiannual Test) Secured Debt: Consolidated Priority Borrowings / Consolidated Total Assets <= 30% (Semiannual Test)
MWC: Yes
Par Call: Yes, 3-month
Change of Control Put Option: At par, subject to rating downgrade
Redemption for Taxation Reasons: Applicable
Negative Pledge: None
Cross Acceleration: Yes
Denominations: EUR 100,000 + integral multiples of EUR1,000 in excess thereof
Listing: Euronext Dublin (Regulated Market)
Governing Law: English Law
Documentation: Under the Issuer’s EUR 5 Billion EMTN Programme dated 31-Mar-26 (the “Programme”)
Selling Restrictions: US Selling Restrictions: Reg S Cat 2; TEFRA not applicable No sales to retail in the EEA or UK Other selling restrictions as set out in the Programme
Target Market: Manufacturer target market (MIFID II/UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No EU PRIIPs key information document (KID) and no UK disclosure document required by DISC have been prepared as the notes are not available to retail in EEA or UK
Joint Lead Managers: Bank of China, BNP Paribas, NatWest (B&D), and Santander
Clearing: Euroclear / Clearstream
Advertisement: The Base Prospectus is available at Euro Medium Term Note Programme – SELP and the Final Terms, when published, will be available at https://live.euronext.com/en