Status: Unsecured and subordinated obligations of the Issuer and rank pari passu and without any preference among themselves. The rights and claims of the Holders and the Couponholders are subordinated as described in the conditions of the Securities, in accordance with and subject to mandatory applicable law
Waiver of Set-off: Applicable
Size: US$ Benchmark
Maturity: Perpetual NC Nov-2031
IPTs: 8.250% area s/a coupon
Exp. Settlement Date: 12-Nov-26 (T+6)
Legal Format: Reg S (Cat 2), Bearer, Tefra D
First Reset Date: 16-Nov-31
Reset Dates: The applicable First Reset Date and each five-year anniversary thereof
Interest Payment Dates: Semi-annually in arrear on 16 May and 16 November in each year, for the first time on 16-May-27 (Long First Coupon)
Initial Fixed Rate: []% from and including 12-Nov-26 to, but excluding, the First Reset Date
Interest Rate Following Any Reset Date: The rate of interest will be reset on each Reset Date to the rate per annum equal to the sum of the applicable 5-year SOFR mid-swap rate on the relevant Reset Determination Date plus []bps, from and including the relevant Reset Date to (but excluding) the next following Reset Date, subject to benchmark discontinuation provisions
Interest Payments Discretionary: The Issuer may, at its discretion, elect to cancel any interest payment, in whole or in part, which is otherwise scheduled to be paid on an Interest Payment Date or redemption date. Mandatory cancellation of Interest (in whole or in part) upon: (i) insufficient Distributable Items; (ii) Maximum Distributable Amount restrictions under CRD / BRRD or any other analogous restrictions; (iii) a Trigger Event or Liquidation Event having occurred. Any interest not paid shall be cancelled or deemed cancelled and shall not accumulate. The non-payment of any interest shall not constitute a default for any purpose
Optional Redemption: The Issuer may, at its option, elect to redeem all, but not only some, of the Capital Securities (i) on the First Reset Date or (ii) on any Interest Payment Date thereafter, at their Redemption Price
Redemption for Taxation Reasons: If a Tax Event has occurred and is continuing, then the Issuer may redeem all, but not only some, of the Capital Securities at any time at par, subject to the prior permission of the Competent Authority
Redemption for Regulatory Reasons: If a Regulatory Event has occurred and is continuing, then the Issuer may redeem all, but not only some, of the Capital Securities at any time at par, subject to the prior permission of the Competent Authority
Clean-up Call: Applicable at 75%, subject to the prior permission of the Competent Authority
Substitution and Variation: Applicable. If a Regulatory Event, Tax Event or an Alignment Event has occurred and is continuing then the Issuer may substitute such Capital Securities, or vary the terms of such Capital Securities, in whole but not in part, so that the substituted Capital Securities are, or that the Capital Securities remain, Compliant Securities
Mandatory Conversion: If a Trigger Event occurs, the Capital Securities shall be converted, in whole and not in part, into Ordinary Shares at the Conversion Price. A “Trigger Event” shall occur if at any time the Group CET1 Ratio is less than 7.00%
Conversion Price: The highest of (i) the Current Market Price per ordinary share translated into US$ at the Prevailing Rate, (ii) US$8.76 per ordinary share (the “Floor Price”), subject to certain anti-dilution adjustments, and (iii) the nominal value of an ordinary share of the Issuer translated into US$ at the Prevailing Rate
Agreement & Acknowledgment With Respect to the Exercise of Statutory Loss Absorption Powers: Applicable
Events of Default and Remedies: None
Documentation: Standalone. Preliminary offering circular dated 04-Nov-26 (the “Offering Circular”)
Governing Law: Dutch Law
Use of Proceeds: General corporate purposes and to strengthen the capital base of the Issuer
Denominations: US$200,000 and integral multiples of US$1,000 in excess thereof, up to and including US$399,000.
Expected Listing: Application has been made to Euronext Dublin for the Capital Securities to be admitted to its Official List and to trading on its Global Exchange Market.
Prohibition of Sales to Each Retail Investor: No EU PRIIPs key information document (KID) or UK disclosure document required by the FCA Product Disclosure Sourcebook (DISC) has been prepared as not available to retail in EEA or in the UK. UK FCA CoCo restriction. No sales to retail clients (as defined in COBS 3.4) in the UK.
Global Coordinators: ING (B&D) and Morgan Stanley
Joint Lead Managers and Joint Bookrunners: Goldman Sachs Bank Europe SE, HSBC, ING, Morgan Stanley, Standard Chartered Bank AG
ISIN / Common Code: XS3556786013 / 355678601
Target Market: Manufacturer target market (EU MiFID II and UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels).
Stabilisation: Relevant stabilisation regulations, including FCA/ICMA stabilisation apply