Format: Senior Unsecured, Reg S Bearer, NGN (TEFRA D rules apply, no communications with or into the US)
Size: €500m Expected
Pricing date: 29-Apr-26 (T)
Settlement: 07-May-26 (T+5)
Maturity: 12-Jan-32 (5.7yr)
Coupon: Fixed (annual, Act/Act ICMA), short first coupon
Docs: EMTN Programme Base Prospectus dated 13-Jun-25 as supplemented on 19-Sep-25 and on 17-Apr-26
Listing: Euronext Dublin (Regulated Market)
Governing Law: English Law
Denominations: €100k x €1k
Call Option: 3m Par Call / MWC
Put Option: Material Asset Sale Put Event
Premium Payment Trigger Event(s): Independent Premium Payment Trigger Event for each KPI Event. Premium Payment Trigger Event(s) will occur if the Issuer fails to satisfy the KPI 1 Condition or the KPI 2 Condition or the KPI 3 Condition, in each case in accordance with the Conditions of the EMTN Programme Base Prospectus
KPI 1 Condition: Reduction in absolute GHG Scope 1 and 2 Emissions by 50% (the “Scope 1 and 2 Emissions Percentage Threshold”) by 2030 (the “Reference Year”) compared to 2019 baseline
KPI 2 Condition: Reduction in Motorways Scope 3 purchased goods and services GHG emissions intensity (tCO2e per million km), by 22% (the “Motorways Scope 3 Emissions Percentage Threshold”) by 2030 (the “Reference Year”) compared to 2019 baseline
KPI 3 Condition: Reduce ADR Scope 3 emissions (Aircrafts’ Landing & Take-off) by 18.9% (the “ADR Scope 3 Emissions Percentage Threshold”) by 2030 (the “Reference Year”) compared to 2024 baseline
Premium Payment Amount per KPI: 25bps upon failure to satisfy KPI 1 Condition 25bps upon failure to satisfy KPI 2 Condition 25bps upon failure to satisfy KPI 3 Condition (For a maximum cumulative premium of 75bps)
Premium Payment Date: The Maturity Date (or, if applicable, the date on which the Notes are fully redeemed pursuant to the Issuer Maturity Par Call Option or the MWC in the circumstances set out in Condition 5(k) (Step Up and Premium Payment) of the EMTN Programme Base Prospectus)
Global Coordinators: Barclays, BNP Paribas, IMI-Intesa Sanpaolo, UniCredit (B&D)
Joint Active Bookrunners: Banca Akros, Crédit Agricole CIB, ING, Mediobanca
Other Bookrunners: BofA Securities, BPER Corporate & Investment Banking, Deutsche Bank, MUFG, SMBC, Société Générale
Target Market: Manufacturer target market (MiFID II and UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No sales to retail in EEA or the United Kingdom. No EU PRIIPs or UK PRIIPs key information document (KID) has been prepared as not available to retail in EEA or the UK