plus, in either case, accrued and unpaid interest thereon to the redemption date.
On or after the SLN Par Call Date, the Issuer may redeem the Sustainability-Linked Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Sustainability-Linked Notes being redeemed plus accrued and
unpaid interest thereon to the redemption date.
The 2052 Notes
Prior to February 23, 2052 (six months prior to their maturity date) (the “2052 Notes Par Call Date”), the Issuer may redeem the Notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
(1)
| (a) the sum of the present values of the remaining scheduled payments of principal and
interest thereon discounted to the redemption date (assuming the 2052 Notes matured on the 2052 Notes Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points less (b) interest accrued to the date of redemption, and |
(2)
| 100% of the principal amount of the 2052 Notes to be redeemed, |
plus, in either case, accrued and unpaid interest thereon to the redemption date.
On or after the 2052 Notes Par Call Date, the Issuer
may redeem the 2052 Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the 2052 Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.
General
The Issuer will deliver a notice of redemption electronically or by first class mail (or otherwise in accordance with applicable DTC (as defined below) procedures) at least 10 days but not more than 60 days before the redemption date to each holder of Notes of the series to be redeemed (with copy to the Trustee).
Any
redemption or notice of any redemption may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of an offering or financing, Change of Control or other corporate transaction or event. In addition, if such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied and a new redemption date will be set by the Issuer in accordance with applicable DTC (as defined below) procedures, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date, or by the redemption date as so delayed.
Any
notice to the holders of Notes of a series of such a redemption must include the appropriate calculation of the redemption price, but need not include the redemption price itself.
If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by The Depository Trust Company, New York, New York (“DTC”) in accordance with its procedures therefor, in the case of Notes represented by a global security.
The Issuer’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.
“Par
Call Date” means, with respect to the Sustainability-Linked Notes, the SLN Par Call Date and with respect to the 2052 Notes, the 2052 Notes Par Call Date.
“Treasury Rate” means, with respect to any redemption date, the yield determined by the Issuer in accordance with the following two paragraphs.
The Treasury Rate shall be determined by the Issuer after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield or yields for the most recent day that appear
after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Issuer shall select, as