Waiver of Rights in relation to outstanding Perpetual Capital Securi..


Publication date: 14 december 2015

On 27 October 2015, Standard & Poor's Ratings Services ("S&P") revised the equity content that they have assigned on several corporate hybrids including TenneT's EUR500,000,000 Reset Perpetual Capital Securities issued on 4 February 2010 (the "Capital Securities") to "minimal" (0%). According
to S&P, the conditions under which the Issuer may redeem the Securities in connection with certain rating agency actions are no longer consistent with S&P's equity content criteria.

After reviewing possible courses of action and taking into account the interests of all stakeholders, the Issuer has decided to unconditionally and irrevocably waive its call right in relation to the Capital Securities upon the occurrence of a Rating Event (as defined in Condition 6 (e) of the
Capital Securities) except as detailed in a Waiver of Rights, "Afstand van Recht" dated 11 December 2015.

This Waiver of Rights does not in any way alter or affect TenneT's right to call or redeem the Capital Securities under and in accordance with the Conditions upon the occurrence of a Rating Event other than set out in the Waiver of Rights or pursuant to any other provision of the Conditions.

TenneT expects S&P to promptly restore the "intermediate" equity content to the Securities as a result of the Waiver of Rights.

Download Waiver of Rights

* The full text of the Waiver of Rights is available here

Definitions

Unless the context otherwise requires, capitalised terms used but not defined herein have the same meaning as assigned thereto in the Terms & Conditions of the Capital Securities (the "Conditions") set forth in the prospectus dated 4 February 2010 for the Capital Securities.

TenneT Holding B.V.
Attention: Jeroen Dicker, Group Treasurer
P.O. Box 718
6800 AS Arnhem
The Netherlands