Status of the Notes: The obligations of the Issuer under the Ordinary Senior Notes are direct, unconditional, unsecured and unguaranteed obligations of the Issuer and, subject to any other ranking that may apply as a result of any mandatory provision of law (or otherwise), in the event of the insolvency or winding-up of the Issuer such obligations rank and will rank: (a) pari passu among themselves and with any other Senior Higher Priority Liabilities; and (b) senior to (i) Senior Non Preferred Liabilities and (ii) all present and future subordinated obligations of the Issuer (including, for the avoidance of doubt, all Subordinated Notes)
Form of the Notes: Book Entry Notes, held through Interbolsa
Currency/Size: €500m (no-grow)
Format: 6NC5
Maturity Date: 20-May-32
Optional Redemption Date: 20-May-31
Settlement Date: 20-May-26 (T+5)
IPT: MS+ 100-105bps
Coupon and Interest Payment Dates: [●]% per annum from (and including) the Settlement Date to (but excluding) the First Reset Date, payable annually in arrear on 20 May each year, commencing 20-May-27. Thereafter, reset on the First Reset Date to the 1 year Mid Swap rate prevailing on the Reset Determination Date plus the First Margin (no step up). Act/Act (ICMA), Following Business Day (Unadjusted). Benchmark fallback conditions apply (Condition 4(b)(ii))
First Reset Date: 20-May-31(5 years), same as the Optional Redemption Date
Optional redemption: The Issuer may, subject to Condition 5(l) (including the Issuer having obtained the prior consent or permission of the Competent Authority (if required at the time)), redeem the Notes (in whole, not in part) on the Optional Redemption Date at the nominal amount, together with accrued and unpaid interest
Early redemption: If an MREL Disqualification Event (full or partial de recognition, as per Condition 5(f)) occurs or for taxation reasons (as per Condition 5(c)), the Notes may be redeemed at the option of the Issuer at any time in whole, but not in part, at their nominal amount, together with any accrued and unpaid interest, subject to Condition 5(l) (including the Issuer having obtained the prior consent or permission of the Competent Authority (if required at the time))
Substitution and Variation: Where an MREL Disqualification Event has occurred and is continuing, or that substitution or variation is necessary to ensure the effectiveness or enforceability of the statutory loss absorption powers set out in Condition 14(e), then the Issuer may (without any requirement for the consent or approval of the Noteholders or the Agent) either substitute all (but not some only) of the Notes for, or vary the terms of the Notes such that they remain or, as appropriate, become, Compliant Securities
Waiver of set-off rights: Condition 2(c) Applicable
Events of Default: Condition 9(a) Not Applicable. Limited to bankruptcy, insolvency proceedings or winding-up of the Issuer (Condition 9(b))
Clean-up Call: Condition 5(g) Applicable. The Issuer may, subject to Condition 5(l), redeem all (but not some only) of the Notes outstanding if 75% or more of the principal amount outstanding of the Notes originally issued has been redeemed or purchased.
Statutory Loss Absorption Power: By its acquisition of the Notes, each Noteholder acknowledges, accepts, consents to and agrees to be bound by the effect of the exercise of any Portuguese Bail in Power by the Relevant Resolution Authority
Clearing: Interbolsa, Clearstream Luxembourg and Euroclear
Governing Law: English law save that Condition 2 (“Status)” and Condition 15(e) (“Statutory Loss Absorption Power)” will be governed by, and construed in accordance with, Portuguese law
Target Market: Manufacturer target market (MIFID II product governance/UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No EEA PRIIPs key information document (KID) or UK PRIIPs KID/CCI product summary has been prepared as not available to retail in EEA/UK
Documentation: €15,000,000,000 Euro Medium Term Note Programme, dated as of 12-May-26