The Issuer will pay for each Series of Securities validly tendered and 
accepted by it for purchase pursuant to the Tender Offers a price (each, 
a "Tender Price") to be determined (other than in respect of the 2022 
Floating Rate Notes) at the Pricing Time on the Pricing Date in the 
manner described in the Tender Offer Memorandum by reference to: 
 
   (i) in respect of the 2021 Notes, the 2022 Fixed Rate Notes and the 2023 
Notes (each such Series of Securities, a "Fixed Yield Series") the fixed 
purchase yield of -0.500 per cent. in respect of the 2021 Notes, -0.050 
per cent. in respect of the 2022 Fixed Rate Notes and -0.450 per cent. 
in respect of the 2023 Notes (each such yield, a "Fixed Purchase 
Yield"); and 
 
   (ii) in respect of the 2025 Notes the sum (such sum, the "2025 Notes 
Fixed Purchase Yield") of (i) the 2025 Notes Fixed Purchase Spread and 
(ii) the 2025 Notes Interpolated Mid-Swap Rate. 
 
   Each such Tender Price will be determined in accordance with market 
convention and expressed as a percentage of the principal amount of 
Securities of the relevant Series accepted for purchase pursuant to the 
relevant Tender Offer rounded to the nearest 0.001 per cent. (with 
0.0005 per cent rounded upwards), and is intended to reflect a yield to 
maturity of the relevant Series (and in the case of the 2025 Notes, to 
the first optional call date) on the Settlement Date equal to the 
relevant Tender Yield. Specifically, the Tender Price applicable to 
Securities of a particular Series (other than the 2022 Floating Rate 
Notes) will equal (a) the value of all remaining payments of principal 
and interest on the relevant Series up to and including the scheduled 
maturity date of the relevant Series (and in the case of the 2025 Notes, 
to the first optional call date, assuming all outstanding 2025 Notes are 
redeemed at their principal amount on such date), discounted to the 
Settlement Date at a discount rate equal to the relevant Tender Yield, 
minus (b) Accrued Interest for such Series. 
 
   In respect of the 2022 Floating Rate Notes the Tender Price is 101.073 
per cent. 
 
   TENDER PRIORITY 
 
   When accepting validly tendered Securities for purchase pursuant to the 
Tender Offers, the Issuer will give priority to the 2023 Notes validly 
tendered for purchase. If the Issuer decides to accept any Securities 
for purchase, the Issuer currently proposes to accept for purchase 
pursuant to the Tender Offers (i) any and all of the 2023 Notes and (ii) 
all or part of the 2021 Notes, 2022 Fixed Rate Notes, 2022 Floating Rate 
Notes and 2025 Notes validly tendered for purchase  such that the 
aggregate principal amount of the 2021 Notes, 2022 Fixed Rate Notes, 
2022 Floating Rate Notes and 2025 Notes accepted for purchase shall not 
(when aggregated with the aggregate principal amount of the 2023 Notes 
to be accepted for purchase) exceed the Euro Equivalent of 
EUR750,000,000. The Issuer however reserves the right in its sole 
discretion to accept significantly less than or significantly more than 
(or none of) such amount for purchase pursuant to the Tender Offers. 
 
   Subject to the priority provided to the 2023 Notes, the Issuer will 
determine the allocation of the Final Acceptance Amount between each 
Series of Securities in its sole and absolute discretion, and reserves 
the right to accept significantly more or significantly less (or none) 
of any such Series as compared to the other such Series. 
 
   In the case of the 2021 Notes, 2022 Fixed Rate Notes, 2022 Floating Rate 
Notes and 2025 Notes, if the Issuer decides to accept any validly 
tendered Securities of such Series for purchase pursuant to the relevant 
Tender Offer and the aggregate principal amount of the relevant Series 
validly tendered for purchase is greater than the aggregate principal 
amount of such Series that the Issuer decides to accept for purchase, 
the Issuer intends to accept such Securities for purchase on a pro rata 
basis as further described below. 
 
   In the circumstances described in the Tender Offer Memorandum in which 
the 2021 Notes, 2022 Fixed Rate Notes, 2022 Floating Rate Notes or 2025 
Notes validly tendered pursuant to the Tender Offers are to be accepted 
on a pro rata basis, for the purposes of such acceptance, each such 
valid Offer to Sell will be scaled by the relevant factor equal to (i) 
the maximum aggregate principal amount of the Securities of the relevant 
Series that are to be accepted for purchase, divided by (ii) the 
aggregate principal amount of the Securities of such Series that have 
been validly tendered in the Tender Offers, subject to rounding as 
provided below. 
 
   Each tender of Securities reduced in this manner will be rounded down at 
the Issuer's discretion to the nearest EUR1,000 or SEK 1,000,000 (as 
applicable) provided that the Issuer will not accept an Offer to Sell in 
this manner where the acceptance of pro-rated Securities would result in 
a Securityholder transferring Securities to the Issuer in an aggregate 
principal amount less than the applicable Minimum Denomination. 
 
   In addition, in the event of any such pro rata allocation, the Issuer 
will use reasonable endeavours to apply pro rata allocation (to the 
extent practicable, and adjusted as may be applicable) to each valid 
Offer to Sell of Securities of the relevant Series in such a manner as 
will result in both: 
 
   (a)   the relevant Securityholder transferring to the Issuer an 
aggregate principal amount of Securities of the relevant Series; and 
 
   (b)   the relevant Securityholder's residual amount of Securities of the 
relevant Series (being the principal amount of the Securities the 
subject of the relevant Offer to Sell that are not accepted for purchase 
by virtue of such pro rata allocation), 
 
   amounting, in each case, to either (i) at least the Minimum Denomination 
of such Series or (ii) zero, and the Issuer therefore reserves the right 
(but shall not be obliged) to adjust the relevant factor applicable to 
any relevant Offer to Sell accordingly. 
 
   The Issuer is not under any obligation to accept any valid Offers to 
Sell by Securityholders. 
 
   Securities in respect of which the Issuer has not accepted an Offer to 
Sell (including where such non-acceptance is as a result of pro-ration) 
will remain outstanding subject to the terms and conditions of such 
Securities and will be unblocked in the respective Clearing System as 
soon as possible after the Settlement Date. 
 
   Each acceptance of an Offer to Sell shall become effective through 
settlement without any further notification of such acceptance to the 
respective Securityholders, and the respective Securityholders waive any 
such separate notification of acceptance by transmitting the Electronic 
Instruction Notice. 
 
   PARTICIPATING IN THE TENDER OFFERS 
 
   To tender Securities for purchase pursuant to the relevant Tender Offer, 
a Securityholder who is eligible to participate in the relevant Tender 
Offer (each a "Qualifying Holder") should deliver, or arrange to have 
delivered on its behalf, via Euroclear Bank SA/NV or Clearstream Banking 
S.A. (the "Clearing Systems") and in accordance with the requirements of 
such Clearing System, a valid Electronic Instruction Notice that is 
received by the Tender Agent by the Expiration Time.  Electronic 
Instruction Notices must be submitted in respect of a principal amount 
of Securities of the relevant Series of no less than the Minimum 
Denomination of the relevant Series of Securities (including after any 
pro rata scaling, if applicable). 
 
   A separate Electronic Instruction Notice must be completed on behalf of 
each beneficial owner of Securities of each such Series and, if a 
beneficial owner has a holding of Securities of more than one of these 
Series, in respect of its holding of Securities of each such Series. 
 
   The receipt of such Electronic Instruction Notice by the relevant 
Clearing System will result in the blocking of the relevant Securities 
in the Securityholder's account with the relevant Clearing System so 
that no transfers may be effected in relation to such Securities. 
 
   Electronic Instruction Notices are irrevocable except in the limited 
circumstances described in "Termination and Amendment" in the Tender 
Offer Memorandum. 
 
   By submitting a valid Electronic Instruction Notice, a Securityholder 
and any Direct Participant submitting such Electronic Instruction Notice 
on such Securityholder's behalf shall be deemed to make and give certain 
agreements, acknowledgements, representations, warranties and 
undertakings to the Issuer, the Dealer Managers and the Tender Agent -- 
see "Procedure for submitting Offers to Sell -- Agreements, 
acknowledgements, representations, warranties and undertakings by 
Securityholders" in the Tender Offer Memorandum. 
 
   For further information with respect to submitting Electronic 
Instruction Notices, see "Procedure for submitting Offers to Sell" in 
the Tender Offer Memorandum. 
 
   Prior to making a decision as to whether to participate in the relevant 
Tender Offer, Securityholders should carefully consider all of the 
information in the Tender Offer Memorandum, including the section 
entitled "Risk Factors and other Considerations". 
 
   INDICATIVE TIMETABLE OF EVENTS 
 
   Please note the following important dates and times relating to the 
Tender Offers.  Each is indicative only and is subject to change as a 
result of any extension, termination, withdrawal or amendment as set out 
in the Tender Offer Memorandum. 
 
 
 
 
Events                                       Times and Dates 
-------------------------------------------  ------------------------------------- 
Commencement of the Tender Offers            23 November 2020 
 Notice of the Tender Offers published 
 on a Notifying News Service and 
 through RNS and distributed via 
 the Clearing Systems. 
 Tender Offer Memorandum made available 
 by the Tender Agent to Qualifying 
 Holders upon request. 
 Beginning of Tender Offer Period. 
-------------------------------------------  ------------------------------------- 

(MORE TO FOLLOW) Dow Jones Newswires

11-23-20 0750ET