
be increased by 0.125% per annum beginning on April 15, 2026 if the first sustainability performance target has not been met, and by 0.125% per annum beginning on April 15, 2027 if the second sustainability performance target has not been met (in addition to any increase arising from failure to meet the first sustainability performance target).
The Sustainability-Linked Notes will be offered and sold to qualified institutional buyers in the United States pursuant to Rule 144A and outside the United States pursuant to Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). The Sustainability-Linked Notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.
This press release shall not constitute an offer to sell or purchase, or a solicitation of an offer to purchase or sell, shares of the Company, the Sustainability-Linked Notes, the 2025 Notes or any other securities, shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful, and shall not constitute a notice of redemption of any of the 2025 Notes.
The Sustainability-Linked Notes are not intended to be offered, sold, transferred or otherwise made available to and should not be offered, sold, transferred or otherwise made available, as part of their initial distribution or at any time thereafter, directly or indirectly to any retail investor in the European Economic Area (the “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 Directive 2014/65/EU (as amended, “MiFID II”); (ii) a customer within the meaning of Directive (EU) 2016/97, 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 Regulation (EU) 2017/1129. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Sustainability-Linked Notes or otherwise making available to retail investors in the EEA has been prepared and therefore offering or selling the Sustainability-Linked Notes to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
Solely for the purposes of each manufacturer’s product approval process in MiFID II, the target market assessment in respect of the Sustainability-Linked Notes has led to the conclusion that: (i) the target market of the Sustainability-Linked Notes is eligible counterparties and professional clients only (each as defined in MiFID II) and (ii) all channels for distribution of such Notes to eligible counterparties and professional clients are appropriate.
The Sustainability-Linked 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 (the “UK”). For these purposes, a retail investor means a person who is one (or more) of: (i)
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