# Keurig Dr Pepper (KDP) 10-Q SEC filing - Q2 FY2026 - Filed: Aug 10, 2026, 4:41 PM EDT - Fiscal quarter: Q2 FY2026 - Calendar quarter: Q2 2026 - Accession: 0001418135-26-000051 - OpenCapital page: https://www.opencapital.sh/filings/0001418135-26-000051 - Markdown URL: https://www.opencapital.sh/filings/0001418135-26-000051.md - Official SEC filing index: https://www.sec.gov/Archives/edgar/data/1418135/000141813526000051/0001418135-26-000051-index.htm ## Filing documents - [10-Q (kdp-20260630.htm)](https://www.sec.gov/Archives/edgar/data/1418135/000141813526000051/kdp-20260630.htm) - [EX-4.1 FISCAL AND PAYING AGENCY AGREEMENT SEPTEMBER 2021 (kdp-ex41_fiscalandpaying.htm)](https://www.sec.gov/Archives/edgar/data/1418135/000141813526000051/kdp-ex41_fiscalandpaying.htm) - [EX-4.2 AMENDED AND RESTATED AGENCY AGREEMENT MAY 2023 (kdp-ex42_amendedandresta.htm)](https://www.sec.gov/Archives/edgar/data/1418135/000141813526000051/kdp-ex42_amendedandresta.htm) - [EX-4.3 AMENDED AND RESTATED AGENCY AGREEMENT MAY 2025 (kdp-ex43_amendedandresta.htm)](https://www.sec.gov/Archives/edgar/data/1418135/000141813526000051/kdp-ex43_amendedandresta.htm) - [EX-4.4 SUPPLEMENTAL AGENCY AGREEMENT MAY 2026 (kdp-ex44_supplementalage.htm)](https://www.sec.gov/Archives/edgar/data/1418135/000141813526000051/kdp-ex44_supplementalage.htm) - [EX-4.5 DEED OF GUARANTEE EUR NOTES (kdp-ex45_deedofguarantee.htm)](https://www.sec.gov/Archives/edgar/data/1418135/000141813526000051/kdp-ex45_deedofguarantee.htm) - [EX-4.6 DEED OF GUARANTEE USD NOTES (kdp-ex46_deedofguarantee.htm)](https://www.sec.gov/Archives/edgar/data/1418135/000141813526000051/kdp-ex46_deedofguarantee.htm) - [EX-10.2 (kdp-ex102_20260630kdpprefe.htm)](https://www.sec.gov/Archives/edgar/data/1418135/000141813526000051/kdp-ex102_20260630kdpprefe.htm) - [EX-22.1 LIST OF GUARANTOR SUBSIDIARIES (kdp-ex221_20260630guaranto.htm)](https://www.sec.gov/Archives/edgar/data/1418135/000141813526000051/kdp-ex221_20260630guaranto.htm) - [EX-31.1 (kdp-ex311_20260630.htm)](https://www.sec.gov/Archives/edgar/data/1418135/000141813526000051/kdp-ex311_20260630.htm) - [EX-31.2 (kdp-ex312_20260630.htm)](https://www.sec.gov/Archives/edgar/data/1418135/000141813526000051/kdp-ex312_20260630.htm) - [EX-32.1 (kdp-ex321_20260630.htm)](https://www.sec.gov/Archives/edgar/data/1418135/000141813526000051/kdp-ex321_20260630.htm) - [EX-32.2 (kdp-ex322_20260630.htm)](https://www.sec.gov/Archives/edgar/data/1418135/000141813526000051/kdp-ex322_20260630.htm) --- ## 10-Q SEC source: [kdp-20260630.htm](https://www.sec.gov/Archives/edgar/data/1418135/000141813526000051/kdp-20260630.htm) UNITED STATES ### SECURITIES AND EXCHANGE COMMISSION ### WASHINGTON, D.C. 20549 ### FORM 10-Q ### ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ### FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2026 ### OR ### ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ### FOR THE TRANSITION PERIOD FROM TO ### Commission file number 001-33829 _(Exact name of registrant as specified in its charter)_ | Line item | Keurig Dr Pepper Inc. | Keurig Dr Pepper Inc. | | --- | --- | --- | | Delaware | | 98-0517725 | | (State or other jurisdiction of incorporation or organization) | | (I.R.S. employer identification number) | | | 6425 Hall of Fame Lane, Frisco, Texas 75034 | | | | (Address of principal executive offices) | | | | 800 527-7096 | | | | (Registrant's telephone number, including area code) | | Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of each exchange on which registered Common stock KDP The Nasdaq Stock Market LLC Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes   ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer", "accelerated filer", "smaller reporting company", and "emerging growth company" in Rule 12b-2 of the Securities Exchange Act of 1934. Large Accelerated Filer ☒ Accelerated Filer ☐ Non-Accelerated Filer ☐ Smaller Reporting Company ☐ Emerging Growth Company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes ☐ No ☒ As of August 6, 2026, there were 1,360,826,038 shares of the registrant's common stock, par value $0.01 per share, outstanding. KEURIG DR PEPPER INC. FORM 10-Q TABLE OF CONTENTS [PART I - FINANCIAL INFORMATION](#i4a90632eda924bee80207dafb64c977a_13) [Item 1](#i4a90632eda924bee80207dafb64c977a_16) [Financial Statements (Unaudited)](#i4a90632eda924bee80207dafb64c977a_16) [Condensed Consolidated Statements of Income](#i4a90632eda924bee80207dafb64c977a_19) [1](#i4a90632eda924bee80207dafb64c977a_19) [Condensed Consolidated Statements of Comprehensive Income](#i4a90632eda924bee80207dafb64c977a_22) [2](#i4a90632eda924bee80207dafb64c977a_22) [Condensed Consolidated Balance Sheets](#i4a90632eda924bee80207dafb64c977a_25) [3](#i4a90632eda924bee80207dafb64c977a_25) [Condensed Consolidated Statements of Cash Flows](#i4a90632eda924bee80207dafb64c977a_28) [4](#i4a90632eda924bee80207dafb64c977a_28) [Condensed Consolidated Statements of Changes in Equity](#i4a90632eda924bee80207dafb64c977a_31) [6](#i4a90632eda924bee80207dafb64c977a_31) [Notes to Condensed Consolidated Financial Statements](#i4a90632eda924bee80207dafb64c977a_34) [8](#i4a90632eda924bee80207dafb64c977a_34) [1](#i4a90632eda924bee80207dafb64c977a_37) [General](#i4a90632eda924bee80207dafb64c977a_37) [8](#i4a90632eda924bee80207dafb64c977a_37) [2](#i4a90632eda924bee80207dafb64c977a_46) [JDE Peet's Acquisition](#i4a90632eda924bee80207dafb64c977a_46) [9](#i4a90632eda924bee80207dafb64c977a_46) [3](#i4a90632eda924bee80207dafb64c977a_49) [Long-Term Obligations and Borrowing Arrangements](#i4a90632eda924bee80207dafb64c977a_49) [12](#i4a90632eda924bee80207dafb64c977a_49) [4](#i4a90632eda924bee80207dafb64c977a_55) [Pod Manufacturing JV](#i4a90632eda924bee80207dafb64c977a_55) [16](#i4a90632eda924bee80207dafb64c977a_55) [5](#i4a90632eda924bee80207dafb64c977a_52) [Convertible Preferred Stock](#i4a90632eda924bee80207dafb64c977a_52) [17](#i4a90632eda924bee80207dafb64c977a_52) [6](#i4a90632eda924bee80207dafb64c977a_73) [Earnings Per Share](#i4a90632eda924bee80207dafb64c977a_73) [18](#i4a90632eda924bee80207dafb64c977a_73) [7](#i4a90632eda924bee80207dafb64c977a_58) [Goodwill and Intangible Assets](#i4a90632eda924bee80207dafb64c977a_58) [18](#i4a90632eda924bee80207dafb64c977a_58) [8](#i4a90632eda924bee80207dafb64c977a_61) [Risk Management and Financial Instruments](#i4a90632eda924bee80207dafb64c977a_61) [19](#i4a90632eda924bee80207dafb64c977a_61) [9](#i4a90632eda924bee80207dafb64c977a_64) [Leases](#i4a90632eda924bee80207dafb64c977a_64) [24](#i4a90632eda924bee80207dafb64c977a_64) [10](#i4a90632eda924bee80207dafb64c977a_67) [Segments](#i4a90632eda924bee80207dafb64c977a_67) [27](#i4a90632eda924bee80207dafb64c977a_67) [11](#i4a90632eda924bee80207dafb64c977a_70) [Net Sales](#i4a90632eda924bee80207dafb64c977a_70) [30](#i4a90632eda924bee80207dafb64c977a_70) [12](#i4a90632eda924bee80207dafb64c977a_76) [Stock-Based Compensation](#i4a90632eda924bee80207dafb64c977a_76) [31](#i4a90632eda924bee80207dafb64c977a_76) [13](#i4a90632eda924bee80207dafb64c977a_79) [Equity Method Investments](#i4a90632eda924bee80207dafb64c977a_79) [32](#i4a90632eda924bee80207dafb64c977a_79) [14](#i4a90632eda924bee80207dafb64c977a_82) [Income Taxes](#i4a90632eda924bee80207dafb64c977a_82) [32](#i4a90632eda924bee80207dafb64c977a_82) [15](#i4a90632eda924bee80207dafb64c977a_85) [Accumulated Other Comprehensive](#i4a90632eda924bee80207dafb64c977a_85)[(](#i4a90632eda924bee80207dafb64c977a_85)[Los](#i4a90632eda924bee80207dafb64c977a_85)[s) Income](#i4a90632eda924bee80207dafb64c977a_85) [33](#i4a90632eda924bee80207dafb64c977a_85) [16](#i4a90632eda924bee80207dafb64c977a_88) [Other Financial Information](#i4a90632eda924bee80207dafb64c977a_88) [34](#i4a90632eda924bee80207dafb64c977a_88) [17](#i4a90632eda924bee80207dafb64c977a_91) [Commitments and Contingencies](#i4a90632eda924bee80207dafb64c977a_91) [34](#i4a90632eda924bee80207dafb64c977a_91) [18](#i4a90632eda924bee80207dafb64c977a_94) [Restructuring](#i4a90632eda924bee80207dafb64c977a_94) [36](#i4a90632eda924bee80207dafb64c977a_94) [1](#i4a90632eda924bee80207dafb64c977a_103)[9](#i4a90632eda924bee80207dafb64c977a_103) [Transactions with Variable Interest Entities](#i4a90632eda924bee80207dafb64c977a_103) [37](#i4a90632eda924bee80207dafb64c977a_103) [Item 2](#i4a90632eda924bee80207dafb64c977a_106) [Management's Discussion and Analysis of Financial Condition and Results of Operations](#i4a90632eda924bee80207dafb64c977a_106) [38](#i4a90632eda924bee80207dafb64c977a_106) [Item 3](#i4a90632eda924bee80207dafb64c977a_193) [Quantitative and Qualitative Disclosures About Market Risk](#i4a90632eda924bee80207dafb64c977a_193) [52](#i4a90632eda924bee80207dafb64c977a_193) [Item 4](#i4a90632eda924bee80207dafb64c977a_196) [Controls and Procedures](#i4a90632eda924bee80207dafb64c977a_196) [53](#i4a90632eda924bee80207dafb64c977a_196) [PART II - OTHER INFORMATION](#i4a90632eda924bee80207dafb64c977a_199) [Item 1](#i4a90632eda924bee80207dafb64c977a_202) [Legal Proceedings](#i4a90632eda924bee80207dafb64c977a_202) [54](#i4a90632eda924bee80207dafb64c977a_202) [Item 1A](#i4a90632eda924bee80207dafb64c977a_205) [Risk Factors](#i4a90632eda924bee80207dafb64c977a_205) [54](#i4a90632eda924bee80207dafb64c977a_205) [Item 2](#i4a90632eda924bee80207dafb64c977a_208) [Unregistered Sales of Equity Securities and Use of Proceeds](#i4a90632eda924bee80207dafb64c977a_208) [79](#i4a90632eda924bee80207dafb64c977a_208) [Item 5](#i4a90632eda924bee80207dafb64c977a_211) [Other Information](#i4a90632eda924bee80207dafb64c977a_211) [79](#i4a90632eda924bee80207dafb64c977a_211) [Item 6](#i4a90632eda924bee80207dafb64c977a_214) [Exhibits](#i4a90632eda924bee80207dafb64c977a_214) [80](#i4a90632eda924bee80207dafb64c977a_214) KEURIG DR PEPPER INC. FORM 10-Q MASTER GLOSSARY Term Definition 2025 Revolving Credit Agreement KDP's revolving credit agreement, which was executed in March 2025 and amended in September 2025 Annual Report Annual Report on Form 10-K for the year ended December 31, 2025 AOCI Accumulated other comprehensive income or loss Apollo Investor AP Pour Holdings, L.P., together with its affiliates, who are party to the Preferred Investment Agreement Athletic Brewing Athletic Brewing Holding Company, LLC, an equity method investment of KDP Board The Board of Directors of KDP bps basis points Bridge Credit Agreement The bridge credit agreement entered into on August 24, 2025, amended on December 18, 2025 and terminated on March 30, 2026 CEO Chief Executive Officer Certificate of Designations Certificate of Designations, Preferences and Rights of Series A Convertible Perpetual Preferred Stock Chobani FHU US Holdings LLC, an equity method investment of KDP CODM Chief Operating Decision Maker Coffee Production Assets Certain assets located in the United States that are used for the production, roasting, and grinding of single serve un-brewed beverage products (including K-Cup pods and K-Rounds) Convertible Preferred Stock KDP's Series A Convertible Perpetual Preferred Stock Delayed Draw Term Loan Agreement The delayed draw term loan agreement entered into by KDP on December 18, 2025 and amended on March 6, 2026 DPS Dr Pepper Snapple Group, Inc. DPS Merger The combination of the business operations of Keurig and DPS as of July 9, 2018 EPS Earnings per share EUDR European Union Deforestation Regulation EURIBOR Euro Interbank Offered Rate Exchange Act Securities Exchange Act of 1934, as amended FX Foreign exchange GHOST GHOST Lifestyle LLC IEPS Mexico’s Special Tax on Production and Services related to sugar-sweetened beverages and noncaloric sweetened drinks JDE Peet's JDE Peet's N.V., which became JDEP Coffee B.V. on May 1, 2026 JDE Peet's Acquisition The acquisition of JDE Peet's on April 1, 2026 JDE Peet's Acquisition Agreement The merger protocol between KDP and JDE Peet's, whereby KDP agreed to commence a tender offer to acquire all of the issued ordinary shares, excluding ordinary shares held in treasury, of JDE Peet's JDE Peet's Notes Collectively, the notes issued by JDE Peet's JV Committee The committee managing the business of the Pod Manufacturing JV JV Investment The minority investment made by the JV Investor Partner into the Pod Manufacturing JV JV Investor Partner The holding company through which the JV Investors contributed cash to the Pod Manufacturing JV JV Investors Certain funds or accounts managed, advised, or sub-advised by each of Apollo Capital Management, Inc., KKR & Co. Inc., and Goldman Sachs Asset Management L.P. JV LP Agreement The Amended and Restated Limited Partnership Agreement of the Pod Manufacturing JV, by and among the Pod Manufacturing JV, KDP, and the JV Investor Partner, dated March 30, 2026, as amended from time to time KDP Keurig Dr Pepper Inc. KDP Notes Collectively, the senior unsecured notes issued by KDP (excluding the JDE Peet's Notes and the Maple Notes) Keurig Keurig Green Mountain, Inc., a wholly-owned subsidiary of KDP, and the brand of our brewers i KEURIG DR PEPPER INC. FORM 10-Q MASTER GLOSSARY Term Definition KKR Investor Pour Purchaser L.P., together with its affiliates, who are party to the Preferred Investment Agreement LRB Liquid refreshment beverages Maple Maple Parent Holdings Corp., a wholly-owned subsidiary of KDP Maple Notes Collectively, the senior unsecured notes issued by Maple Parent Holdings Corp. Notes Collectively, the JDE Peet's Notes, the KDP Notes, and the Maple Notes Nutrabolt Woodbolt Holdings LLC, d/b/a Nutrabolt, an equity method investment of KDP PFAS Per- and polyfluoroalkyl substances Pod Manufacturing JV Keurig JV, LP PPWR The European Union’s Packaging and Packaging Waste Regulation (EU) 2025/40 Preferred Investment The issuance and sale of KDP's Convertible Preferred Stock under the Preferred Investment Agreement Preferred Investment Agreement The investment agreement, dated as of October 27, 2025, by and among KDP, the KKR Investor, the Apollo Investor, and certain other investors party thereto Preferred Investors Holders of our Convertible Preferred Stock PSU Performance share unit Qualified IPO Initial public offering of our refreshment beverage portfolio, meeting certain criteria RSU Restricted share unit RVG Residual value guarantee S&P Standard & Poor's SEC Securities and Exchange Commission Securities Act Securities Act of 1933, as amended Separation The intended separation of KDP's beverage and coffee portfolios into two independent, publicly traded companies, as announced on August 25, 2025 SG&A Selling, general, and administrative SOFR Secured Overnight Financing Rate Tractor Tractor Beverages, Inc., an equity method investment of KDP U.S. GAAP Accounting principles generally accepted in the U.S. VIE Variable interest entity ### PART I - FINANCIAL INFORMATION ## Item 1. Financial Statements (Unaudited) **KEURIG DR PEPPER INC.** ### CONDENSED CONSOLIDATED STATEMENTS OF INCOME _(UNAUDITED)_ | (in millions, except per share data) | Second Quarter / 2026 | Second Quarter / 2025 | First Six Months / 2026 | First Six Months / 2025 | | --- | --- | --- | --- | --- | | Net sales | $7,309 | $4,163 | $11,285 | $7,798 | | Cost of sales | 4,243 | 1,908 | 6,121 | 3,558 | | Gross profit | 3,066 | 2,255 | 5,164 | 4,240 | | Selling, general, and administrative expenses | 2,397 | 1,356 | 3,739 | 2,548 | | Other operating expense (income), net | 41 | 1 | 41 | (7) | | Income from operations | 628 | 898 | 1,384 | 1,699 | | Interest expense, net | 336 | 180 | 617 | 328 | | Other (income) expense, net | (13) | — | 105 | (7) | | Income before provision for income taxes | 305 | 718 | 662 | 1,378 | | Provision for income taxes | 95 | 171 | 182 | 314 | | Net income | 210 | 547 | 480 | 1,064 | | Less: Net income attributable to non-controlling interests | 68 | — | 68 | — | | Net income attributable to KDP | $142 | $547 | $412 | $1,064 | | Earnings per common share: | | | | | | Basic | $0.04 | $0.40 | $0.24 | $0.78 | | Diluted | 0.04 | 0.40 | 0.24 | 0.78 | | Weighted average common shares outstanding: | | | | | | Basic | 1,360.6 | 1,358.3 | 1,359.9 | 1,357.7 | | Diluted | 1,364.5 | 1,362.8 | 1,364.2 | 1,362.6 | The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. **KEURIG DR PEPPER INC.** ### CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME _(UNAUDITED)_ | (in millions) | Second Quarter / 2026 | Second Quarter / 2025 | First Six Months / 2026 | First Six Months / 2025 | | --- | --- | --- | --- | --- | | Net income | $210 | $547 | $480 | $1,064 | | Other comprehensive (loss) income: | | | | | | Foreign currency translation adjustments | — | 319 | (242) | 332 | | Net change in pension and post-retirement liability, net of tax of $2, $—, $2 and $—, respectively | 2 | — | (1) | — | | Net change in cash flow hedges, net of tax of $(2), $5, $(23), and $6, respectively | (5) | (34) | 22 | (46) | | Total other comprehensive (loss) income | (3) | 285 | (221) | 286 | | Comprehensive income | 207 | 832 | 259 | 1,350 | | Less: Comprehensive income attributable to non-controlling interests | 65 | — | 65 | — | | Comprehensive income attributable to KDP | $142 | $832 | $194 | $1,350 | The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. **KEURIG DR PEPPER INC.** ### CONDENSED CONSOLIDATED BALANCE SHEETS _(UNAUDITED)_ | (in millions, except share and per share data) | June 30, 2026 | December 31, 2025 | | --- | --- | --- | | Assets | | | | Current assets: | | | | Cash and cash equivalents | $1,517 | $1,026 | | Restricted cash and restricted cash equivalents | 36 | 18 | | Trade accounts receivable, net | 2,423 | 1,671 | | Inventories | 3,857 | 1,733 | | Prepaid expenses and other current assets | 1,628 | 818 | | Total current assets | 9,461 | 5,266 | | Property, plant, and equipment, net | 6,323 | 3,230 | | Equity method investments | 1,733 | 1,660 | | Goodwill | 29,760 | 20,247 | | Intangible assets, net | 38,113 | 23,725 | | Deferred tax assets | 192 | 36 | | Other non-current assets | 2,037 | 1,295 | | Total assets | $87,619 | $55,459 | | Liabilities, convertible preferred stock, and equity | | | | Current liabilities: | | | | Accounts payable | $6,293 | $2,996 | | Accrued expenses | 2,430 | 1,379 | | Structured payables | 1,018 | 25 | | Short-term borrowings and current portion of long-term obligations | 8,394 | 3,105 | | Other current liabilities | 1,604 | 785 | | Total current liabilities | 19,739 | 8,290 | | Long-term obligations | 21,586 | 13,036 | | Deferred tax liabilities | 8,936 | 5,526 | | Other non-current liabilities | 3,712 | 3,091 | | Total liabilities | 53,973 | 29,943 | | Convertible preferred stock, $0.01 par value, 4,500,000 shares authorized, 4,500,000 and 0 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively. Liquidation preference of $4,500 million as of June 30, 2026 | 4,418 | — | | Stockholders' equity: | | | | Preferred stock, $0.01 par value, 10,500,000 shares authorized, no shares issued as of June 30, 2026 and December 31, 2025 | — | — | | Common stock, $0.01 par value, 2,000,000,000 shares authorized, 1,360,776,911 and 1,358,663,795 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively | 14 | 14 | | Additional paid-in capital | 19,808 | 19,778 | | Retained earnings | 5,326 | 5,622 | | Accumulated other comprehensive (loss) income | (116) | 102 | | Total stockholders' equity | 25,032 | 25,516 | | Non-controlling interests | 4,196 | — | | Total equity | 29,228 | 25,516 | | Total liabilities, convertible preferred stock, and equity | $87,619 | $55,459 | The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. **KEURIG DR PEPPER INC.** ### CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS _(UNAUDITED)_ | (in millions) | First Six Months / 2026 | First Six Months / 2025 | | --- | --- | --- | | Operating activities: | | | | Net income | $480 | $1,064 | | Adjustments to reconcile net income to net cash provided by operating activities: | | | | Depreciation expense | 322 | 217 | | Amortization of intangibles | 161 | 68 | | Amortization of inventory step-up | 314 | 15 | | Other amortization expense | 82 | 63 | | Provision for sales returns | 67 | 24 | | Deferred income taxes | (22) | 4 | | Employee stock-based compensation expense | 62 | 45 | | Amortization of deferred financing costs | 109 | 6 | | Loss (gain) on disposal of property, plant, and equipment | 10 | (6) | | Unrealized gain on foreign currency | 48 | (6) | | Unrealized gain on derivatives | (171) | (56) | | Settlements of interest rate contracts | 70 | — | | Earnings of equity method investments | (40) | (27) | | Earned equity from distribution arrangements | (8) | (10) | | Other, net | 10 | (11) | | Changes in assets and liabilities, excluding the effects of business acquisitions: | | | | Trade accounts receivable | 50 | 3 | | Inventories | 133 | (431) | | Income taxes receivable and payable, net | 15 | (86) | | Other current and non-current assets | (324) | (136) | | Accounts payable and accrued expenses | (88) | (93) | | Other current and non-current liabilities | (104) | (7) | | Net change in operating assets and liabilities | (318) | (750) | | Net cash provided by operating activities | 1,176 | 640 | | Investing activities: | | | | Acquisitions of businesses, net of cash acquired | (16,615) | (111) | | Purchases of property, plant, and equipment | (297) | (226) | | Proceeds from sales of property, plant, and equipment | 19 | 13 | | Purchases of intangibles | (4) | (16) | | Other, net | (2) | 62 | | Net cash used in investing activities | $(16,899) | $(278) | The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. **KEURIG DR PEPPER INC.** ### CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS _(UNAUDITED, CONTINUED)_ | (in millions) | First Six Months / 2026 | First Six Months / 2025 | | --- | --- | --- | | Financing activities: | | | | Proceeds from issuance of Notes | $6,108 | $2,000 | | Repayments of Notes | — | (529) | | Net repayment of commercial paper | (232) | (139) | | Proceeds from delayed draw term loan | 3,626 | — | | Repayment of term loan | (405) | (990) | | Net proceeds from issuance of convertible preferred stock | 4,395 | — | | Net proceeds from sale of non-controlling interest | 3,899 | — | | Proceeds from structured payables | 333 | 16 | | Repayments of structured payables | (343) | (26) | | Cash dividends paid to common shareholders | (624) | (625) | | Cash dividends paid to preferred shareholders | (54) | — | | Repurchases of common stock, inclusive of excise tax obligation | — | (9) | | Tax withholdings related to net share settlements | (31) | (28) | | Payments on finance leases | (77) | (63) | | Deferred financing charges paid | (44) | (12) | | Other, net | (5) | (4) | | Net cash provided by (used in) financing activities | 16,546 | (409) | | Cash, cash equivalents, restricted cash, and restricted cash equivalents: | | | | Net change from operating, investing, and financing activities | 823 | (47) | | Effect of exchange rate changes | (314) | 4 | | Beginning balance | 1,044 | 608 | | Ending balance | $1,553 | $565 | | Supplemental cash flow disclosures: | | | | Accrued consideration to untendered shareholders in the JDE Peet's Acquisition | $402 | — | | Capital expenditures included in accounts payable and accrued expenses | 207 | 155 | | Dividends to common shareholders declared but not yet paid | 314 | 312 | | Dividends to Preferred Investors declared but not yet paid | 28 | — | | Cash paid for interest | 349 | 277 | The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. **KEURIG DR PEPPER INC.** ### CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY _(UNAUDITED)_ | (in millions, except per share data) | Common Stock Issued / Shares | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total Stockholders' Equity | Non-Controlling Interests | | | --- | --- | --- | --- | --- | --- | --- | --- | | Balance as of December 31, 2025 | 1,358.7 | $14 | $19,778 | $5,622 | $102 | $25,516 | $25,516 | | Net income | — | — | — | 270 | — | 270 | 270 | | Other comprehensive loss | — | — | — | — | (218) | (218) | (218) | | Dividends declared to common shareholders, $0.23 per share | — | — | — | (312) | — | (312) | (312) | | Shares issued under employee stock-based compensation plans and other | 1.7 | — | — | — | — | — | — | | Tax withholdings related to net share settlements | — | — | (25) | — | — | (25) | (25) | | Stock-based compensation | — | — | 30 | — | — | 30 | 30 | | Sale of non-controlling interest, net of transaction costs and tax effects | — | — | — | — | — | — | 3,921 | | Balance as of March 31, 2026 | 1,360.4 | 14 | 19,783 | 5,580 | (116) | 25,261 | 29,182 | | Net income | — | — | — | 142 | — | 142 | 210 | | Other comprehensive loss | — | — | — | — | — | — | (3) | | Dividends declared to common shareholders, $0.23 per share | — | — | — | (314) | — | (314) | (314) | | Dividends declared to Preferred Investors | — | — | — | (82) | — | (82) | (82) | | Shares issued under employee stock-based compensation plans and other | 0.4 | — | — | — | — | — | — | | Tax withholdings related to net share settlements | — | — | (6) | — | — | (6) | (6) | | Stock-based compensation | — | — | 31 | — | — | 31 | 31 | | Non-controlling interests acquired in business combination | — | — | — | — | — | — | 210 | | Balance as of June 30, 2026 | 1,360.8 | $14 | $19,808 | $5,326 | $(116) | $25,032 | $29,228 | | (in millions, except per share data) | Common Stock Issued / Shares | Common Stock Issued / Amount | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Total Stockholders' Equity | | --- | --- | --- | --- | --- | --- | --- | | Balance as of December 31, 2024 | 1,356.7 | $14 | $19,712 | $4,793 | $(276) | $24,243 | | Net income | — | — | — | 517 | — | 517 | | Other comprehensive income | — | — | — | — | 1 | 1 | | Dividends declared, $0.23 per share | — | — | — | (313) | — | (313) | | Shares issued under employee stock-based compensation plans and other | 1.5 | — | — | — | — | — | | Tax withholdings related to net share settlements | — | — | (23) | — | — | (23) | | Stock-based compensation | — | — | 22 | — | — | 22 | | Balance as of March 31, 2025 | 1,358.2 | $14 | $19,711 | $4,997 | $(275) | $24,447 | | Net income | — | — | — | 547 | — | 547 | | Other comprehensive income | — | — | — | — | 285 | 285 | | Dividends declared, $0.23 per share | — | — | — | (312) | — | (312) | | Shares issued under employee stock-based compensation plans and other | 0.2 | — | — | — | — | — | | Tax withholdings related to net share settlements | — | — | (5) | — | — | (5) | | Stock-based compensation | — | — | 23 | — | — | 23 | | Balance as of June 30, 2025 | 1,358.4 | $14 | $19,729 | $5,232 | $10 | $24,985 | The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. KEURIG DR PEPPER INC. ### NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. General #### ORGANIZATION References in this Quarterly Report on Form 10-Q to "KDP", "we", "us", and "our", refer to Keurig Dr Pepper Inc. and all wholly-owned subsidiaries included in the unaudited condensed consolidated financial statements. Definitions of terms used in this Quarterly Report on Form 10-Q are included within the Master Glossary. This Quarterly Report on Form 10-Q refers to some of our owned or licensed trademarks, trade names, and service marks, which are referred to as our brands. All of the product names included herein are either KDP registered trademarks or those of our licensors. #### BASIS OF PRESENTATION The unaudited condensed consolidated financial statements include the results of operations of JDE Peet's beginning April 1, 2026. Refer to Note 2 for information about the JDE Peet's Acquisition. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete consolidated financial statements. In the opinion of management, all adjustments, consisting principally of normal recurring adjustments, considered necessary for a fair presentation have been included. These unaudited condensed consolidated financial statements should be read in conjunction with our consolidated financial statements and accompanying notes included in our Annual Report. References to the "second quarter" indicate the quarterly periods ended June 30, 2026 and 2025. #### USE OF ESTIMATES The process of preparing our unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires the use of estimates and judgments that affect reported amounts. These estimates and judgments are based on historical experience, future expectations, and other factors and assumptions we believe to be reasonable under the circumstances. These estimates and judgments are reviewed on an ongoing basis and are revised when necessary. Changes in estimates are recorded in the period of change. Actual amounts may differ from these estimates. #### RECLASSIFICATIONS We have reclassified certain prior period amounts within the unaudited Condensed Consolidated Statements of Cash Flows to conform to the current period presentation. These reclassifications had no impact on total cash, cash equivalents, restricted cash, and restricted cash equivalents. KEURIG DR PEPPER INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED, CONTINUED) #### 2. JDE Peet's Acquisition #### OVERVIEW AND TOTAL CONSIDERATION EXCHANGED JDE Peet's is a global coffee and tea company, serving more than 100 markets, with a portfolio of leading brands including Jacobs, L'OR, and Peet's, alongside a collection of local icons. On January 15, 2026, we commenced a tender offer to acquire all of the issued and outstanding ordinary shares of JDE Peet's for a cash offer price of €31.85 per share, without interest. On March 27, 2026, the offer period for the issued and outstanding ordinary shares of JDE Peet's expired, and on April 1, 2026, we acquired substantially all, or 96.22%, of the issued and outstanding ordinary shares of JDE Peet's. The post-closing acceptance period expired on April 13, 2026, and we acquired additional shares on April 15, 2026. Altogether, the total shares acquired represent 97.75% of the issued and outstanding ordinary shares of JDE Peet's. We intend to acquire all remaining outstanding shares. The aggregate cash paid for the tendered shares was approximately €15.1 billion ($17.4 billion). We intend to combine KDP's existing coffee business and the business of JDE Peet's and its subsidiaries to form one of the two independent, US-listed publicly traded companies resulting from the Separation. Under the acquisition method of accounting, total consideration was as follows: | (in millions) | Amount | Amount | | --- | --- | --- | | Net cash consideration paid | $ | $17,430 | | Liability to untendered shareholders(1) | 402 | | | Consideration related to stock-based compensation awards(2) | 104 | | | Settlement of preexisting relationships(3) | (6) | | | Total consideration | $ | $17,930 | (1) Represents the estimated deferred consideration we expect to pay to acquire the remaining 2.25% of outstanding ordinary shares of JDE Peet's not yet acquired at the close of the post-closing acceptance period on April 13, 2026. The estimated deferred consideration has been recorded in Other current liabilities as the remaining shares are expected to be acquired through statutory buy-out proceedings, which grant us the legal right to compel the remaining shareholders to sell their existing shares. These buy-out proceedings have commenced as of June 30, 2026. (2) All unvested JDE Peet's stock-based compensation awards under JDE Peet's employee incentive plans that were granted prior to the signing of the JDE Peet's Acquisition Agreement were accelerated and vested on or prior to the closing of the JDE Peet's Acquisition. The portion of fair value of these accelerated awards that relates to pre-combination service is included in consideration transferred; the remainder is accounted for as post-combination expense. Additionally, between September 2025 and March 2026, JDE Peet's granted a total of 879,750 stock-based compensation awards in the form of RSUs and PSUs. Pursuant to the JDE Peet's Acquisition Agreement, these awards were replaced by KDP RSUs with the same vesting period as the original awards in accordance with applicable “roll-over” provisions in the relevant JDE Peet's employee incentive plans. A portion of the fair value of these awards represents consideration transferred. (3) Represents the carrying value of preexisting balances between KDP and JDE Peet's, which are deemed to approximate fair value. During the first six months of 2026, we completed a series of transactions in order to obtain funding for the consideration of the JDE Peet's Acquisition: - Delayed Draw Term Loan of $3.6 billion. Refer to Note 3 for additional information. - Senior Unsecured Notes of approximately $6 billion. Refer to Note 3 for additional information. - JV Investment of $4 billion. Refer to Note 4 for additional information. - Issuance of Convertible Preferred Stock of $4.5 billion. Refer to Note 5 for additional information. KEURIG DR PEPPER INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED, CONTINUED) #### ALLOCATION OF CONSIDERATION EXCHANGED Our preliminary allocation of consideration exchanged to the assets acquired, liabilities assumed, and non-controlling interests, in the JDE Peet's Acquisition is based on estimated fair values as of the acquisition date and is subject to change as additional information is obtained within the measurement period. The following is a summary of the preliminary allocation of consideration exchanged to the estimated fair values of assets acquired, liabilities assumed, and non-controlling interests, in the JDE Peet's Acquisition as of April 1, 2026: | (in millions) | Fair Value | Fair Value | | --- | --- | --- | | Cash, cash equivalents, restricted cash, and restricted cash equivalents | $ | $913 | | Trade accounts receivable | 885 | | | Inventories(1) | 2,574 | | | Prepaid expenses and other current assets | 593 | | | Property, plant, and equipment(2) | 3,122 | | | Intangible assets(3) | 14,760 | | | Deferred tax assets | 181 | | | Other non-current assets | 911 | | | Accounts payable | (3,875) | | | Accrued expenses | (1,065) | | | Structured payables | (1,008) | | | Short-term borrowings and current portion of long-term obligations(4) | (732) | | | Other current liabilities | (435) | | | Long-term obligations, non-current portion(4) | (4,239) | | | Deferred tax liabilities(5) | (3,565) | | | Other non-current liabilities | (540) | | | Net assets acquired | 8,480 | | | Goodwill | 9,660 | | | Less: non-controlling interests(6) | (210) | | | Total consideration | $ | $17,930 | (1) We preliminarily valued work-in-process and finished goods inventory using a comparative sales method approach, resulting in a step-up of $361 million, of which approximately $314 million was recognized in cost of sales in the second quarter of 2026 as the related inventory was sold during that period. Raw materials were carried at net book value. (2) We preliminarily valued personal property using the cost approach, which is based upon current replacement cost of the asset as newly adjusted for any depreciation attributable to physical, functional and economic factors. We preliminarily assigned personal property a useful life ranging from 4 to 20 years. We preliminarily valued real property using the cost approach and land using the sales comparison approach. We preliminarily assigned real property a useful life between 6 and 52 years. (3) See tabular disclosure of intangible assets other than goodwill below for discussion of preliminary valuation methodologies. (4) For long-term obligations (both current and non-current portions) with observable market trading activity, we preliminarily valued the debt instruments using quoted prices on active markets. For long-term obligations without such markets, we preliminarily valued the debt instruments using a discounted cash flow methodology. Discount rates were generally determined using market yields for instruments with a BBB credit rating, adjusted for estimated company-specific risk. (5) Net deferred tax liabilities represented the expected future tax consequences of temporary differences between the fair values of the assets acquired and liabilities assumed and their tax bases. We used a preliminary consolidated tax rate to determine the net deferred tax liabilities and will record measurement period adjustments as we apply the appropriate tax rate for each jurisdiction within the acquired business. (6) Non-controlling interests were measured using a combination of approaches, including the income approach and the market approach. KEURIG DR PEPPER INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED, CONTINUED) The JDE Peet's Acquisition preliminarily resulted in $9,660 million of goodwill. The preliminary goodwill recognized is attributable to expected synergies from combining our coffee operations with JDE Peet's' global coffee and tea platform, including revenue synergies driven by complementary brand portfolios having exposure to both in-home and away-from-home consumption channels, manufacturing and supply chain optimization, and operational and general and administrative cost synergies. The goodwill also reflects the value of JDE Peet's' assembled workforce, which does not qualify for separate recognition. Management is currently assessing the deductibility of the goodwill created in the JDE Peet's Acquisition for tax purposes. The preliminary allocation of consideration exchanged to intangible assets other than goodwill acquired is as follows: | (in millions) | Weighted Average Estimated Useful Life (in years) | Fair Value | | --- | --- | --- | | Brands with indefinite lives(1) | Indefinite | $9,790 | | Brands with definite lives(1) | 15 | 3,050 | | Customer relationships(2) | 18 | 1,520 | | Acquired technology(3) | 9 | 400 | | Total intangible assets other than goodwill | | $14,760 | ### (1)We preliminarily valued these assets utilizing the multi-period excess earnings method, a form of the income approach. ### (2)We preliminarily valued these assets using the distributor method, a form of the income approach. ### (3)We preliminarily valued these assets utilizing a combination of the income approach and the cost approach. The non-recurring fair value measurements associated with the purchase price allocation include significant unobservable inputs, such as discount rates, projected revenue growth rates, customer attrition rates, and useful life assumptions. Changes in these assumptions could result in changes to our fair value measurements. #### TRANSACTION EXPENSES In connection with the acquisition, the Company incurred acquisition-related costs of $126 million, consisting primarily of legal, advisory, financing, and other transaction costs. These costs were accounted for separately from the business combination and recognized as incurred, with $120 million recognized prior to the acquisition date and $6 million recognized subsequent to the acquisition date, within SG&A expenses. #### PRO FORMA INFORMATION Assuming JDE Peet's had been acquired as of December 31, 2024 and the results of JDE Peet's had been included in KDP’s results of operations beginning on January 1, 2025, the following table provides estimated unaudited pro forma results of operations for the second quarter and first six months of 2026 and 2025 under U.S. GAAP: | (unaudited, in millions) | Second Quarter / 2026 | Second Quarter / 2025 | First Six Months / 2026 | First Six Months / 2025 | | --- | --- | --- | --- | --- | | Net sales | $7,309 | $7,247 | $14,129 | $13,266 | | Net income | 508 | 470 | 735 | 633 | The pro forma amounts above include non-recurring adjustments for the amortization of the inventory step-up, as well as the impacts of transaction costs and post-combination stock-based compensation expenses, and the associated tax effects. Estimated unaudited pro forma information is not necessarily indicative of the results that actually would have occurred had the JDE Peet's Acquisition been completed on the date indicated, or of future operating results. For net sales and earnings of JDE Peet's since the acquisition date, refer to the JDE Peet's segment in Note 10. KEURIG DR PEPPER INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED, CONTINUED) #### 3. Long-term Obligations and Borrowing Arrangements The following table summarizes our long-term obligations: | (in millions) | June 30, 2026 | December 31, 2025 | | --- | --- | --- | | Notes | $24,817 | $13,931 | | Less: current portion of long-term obligations | (3,231) | (895) | | Long-term obligations | $21,586 | $13,036 | The following table summarizes our short-term borrowings and current portion of long-term obligations: | (in millions) | June 30, 2026 | December 31, 2025 | | --- | --- | --- | | Commercial paper notes | $1,978 | $2,210 | | Delayed draw term loan | 3,185 | — | | Current portion of long-term obligations: | | | | Notes | 3,231 | 895 | | Short-term borrowings and current portion of long-term obligations | $8,394 | $3,105 | KEURIG DR PEPPER INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED, CONTINUED) #### SENIOR UNSECURED NOTES | (in millions, except %) | Maturity Date | Rate | June 30, 2026 | December 31, 2025 | | --- | --- | --- | --- | --- | | USD Notes | | | | | | 2026 Notes | September 15, 2026 | 2.550% | $400 | $400 | | 2026-B Notes | November 15, 2026 | Floating(1) | 500 | 500 | | 2027 JDE Peet's Notes(2) | January 15, 2027 | 1.375% | 750 | — | | 2027-B Notes | March 15, 2027 | Floating(1) | 350 | 350 | | 2027-C Notes | March 15, 2027 | 5.100% | 750 | 750 | | 2027 Notes | June 15, 2027 | 3.430% | 500 | 500 | | 2028 Notes | May 15, 2028 | 4.350% | 500 | 500 | | 2028 DPS Merger Notes | May 25, 2028 | 4.597% | 1,112 | 1,112 | | 2029-B Notes | March 15, 2029 | 5.050% | 750 | 750 | | 2029 Maple Notes(3) | March 26, 2029 | 4.750% | 550 | — | | 2029 Notes | April 15, 2029 | 3.950% | 1,000 | 1,000 | | 2030 Notes | May 1, 2030 | 3.200% | 750 | 750 | | 2030-B Notes | May 15, 2030 | 4.600% | 500 | 500 | | 2031 Notes | March 15, 2031 | 2.250% | 500 | 500 | | 2031-B Notes | March 15, 2031 | 5.200% | 500 | 500 | | 2031 Maple Notes(3) | March 26, 2031 | 5.050% | 600 | — | | 2031 JDE Peet's Notes(2) | September 24, 2031 | 2.250% | 500 | — | | 2032 Notes | April 15, 2032 | 4.050% | 850 | 850 | | 2034 Notes | March 15, 2034 | 5.300% | 650 | 650 | | 2035 Notes | May 15, 2035 | 5.150% | 500 | 500 | | 2036 Maple Notes(3) | March 26, 2036 | 5.700% | 700 | — | | 2038 DPS Merger Notes | May 25, 2038 | 4.985% | 211 | 211 | | 2045 Notes | November 15, 2045 | 4.500% | 550 | 550 | | 2046 Notes | December 15, 2046 | 4.420% | 400 | 400 | | 2048 DPS Merger Notes | May 25, 2048 | 5.085% | 391 | 391 | | 2050 Notes | May 1, 2050 | 3.800% | 750 | 750 | | 2051 Notes | March 15, 2051 | 3.350% | 500 | 500 | | 2052 Notes | April 15, 2052 | 4.500% | 1,150 | 1,150 | | 2056 Maple Notes(3) | March 26, 2056 | 6.625% | 700 | — | KEURIG DR PEPPER INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED, CONTINUED) | (in millions, except %) | Maturity Date | Rate | June 30, 2026 | December 31, 2025 | | --- | --- | --- | --- | --- | | EUR Notes | | | | | | 2027 Euro JDE Peet's Notes (€600 million)(2) | December 11, 2027 | Floating(1) | $686 | — | | 2028 Euro JDE Peet's Notes (€600 million)(2) | February 9, 2028 | 0.625% | 686 | — | | 2028 Euro Maple Notes (€600 million)(3) | March 26, 2028 | 3.495% | 683 | — | | 2029 Euro JDE Peet's Notes (€750 million)(2) | January 16, 2029 | 0.500% | 857 | — | | 2030 Euro JDE Peet's Notes (€500 million)(2) | January 23, 2030 | 4.125% | 571 | — | | 2030 Euro Maple Notes (€800 million)(3) | March 26, 2030 | 3.881% | 911 | — | | 2032 Euro Maple Notes (€800 million)(3) | March 26, 2032 | 4.224% | 911 | — | | 2033 Euro JDE Peet's Notes (€500 million)(2) | June 16, 2033 | 1.125% | 571 | — | | 2034 Euro JDE Peet's Notes (€500 million)(2) | January 23, 2034 | 4.500% | 571 | — | | 2035 Euro Maple Notes (€800 million)(3) | March 26, 2035 | 4.728% | 911 | — | | Total | | | | | | Principal amount | | | 25,222 | 14,064 | | Adjustment from principal amount to carrying amount(4) | | | (405) | (133) | | Carrying amount | | | $24,817 | $13,931 | (1) Our USD floating rate notes bear interest at a rate equal to Compounded SOFR (as defined in the respective supplemental indenture) plus a spread of 0.580% and 0.880% for the 2026-B Notes and the 2027-B Notes, respectively. Our EUR floating rate note bears interest at a rate equal to the EURIBOR 3-month rate plus a spread of 0.700%. (2) These notes (together, the JDE Peet's Notes) were issued by JDE Peet's, assumed as part of the JDE Peet's Acquisition, and are guaranteed by Maple, Keurig Dr Pepper Inc., and certain of our subsidiaries that guarantee our other senior indebtedness. The guarantees from Keurig Dr Pepper Inc. and our subsidiaries (other than Maple) will terminate upon the Separation. (3) These notes (together, the Maple Notes) were issued by Maple and are guaranteed by JDE Peet’s, Keurig Dr Pepper Inc., and certain of our subsidiaries that guarantee our other senior indebtedness. The guarantees from Keurig Dr Pepper Inc. and our subsidiaries (other than JDE Peet’s) will terminate upon the Separation. ### (4)The carrying amount includes unamortized discounts, debt issuance costs, and fair value adjustments related to the DPS Merger and the JDE Peet's Acquisition. On March 26, 2026, Maple completed the issuance of the 2029 Maple Notes, 2031 Maple Notes, 2036 Maple Notes, and 2056 Maple Notes, with an aggregate principal amount of $2.55 billion. The discount associated with the notes was approximately $3 million, and we incurred $18 million in debt issuance costs. In addition, Maple completed the issuance of the 2028 Euro Maple Notes, 2030 Euro Maple Notes, 2032 Euro Maple Notes, and 2035 Euro Maple Notes with an aggregate principal amount of €3 billion, and we incurred $20 million in debt issuance costs. The proceeds from the issuance of the Maple Notes were used to partially fund the JDE Peet's Acquisition and to pay related fees and expenses in connection with the JDE Peet's Acquisition and related transactions. On May 21, 2026, JDE Peet's agreed to fully and unconditionally guarantee, on a joint and several basis with Keurig Dr Pepper Inc. and certain of our other subsidiaries that guarantee our other senior indebtedness, the obligations of Maple in respect of the Maple Notes and the Delayed Draw Term Loan Agreement, and to fully and unconditionally guarantee, on a joint and several basis with Maple and certain of our subsidiaries that guarantee our other senior indebtedness, KDP’s obligations in respect of the KDP Notes and the revolving credit facility, with JDE Peet's’ guarantees of the KDP Notes and the revolving credit facility automatically terminating upon the Separation. KEURIG DR PEPPER INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED, CONTINUED) #### VARIABLE-RATE BORROWING ARRANGEMENTS #### Delayed Draw Term Loan Agreement The Delayed Draw Term Loan Agreement provides for a 364-day senior unsecured term loan facility in an aggregate amount not to exceed €10.35 billion, the proceeds of which may be used to fund the JDE Peet's Acquisition, as well as related fees and expenses. Borrowings under the Delayed Draw Term Loan Agreement bear interest at a rate per annum equal to EURIBOR plus a margin of 0.750% to 1.750% depending on the rating of certain of our index debt. The undrawn commitments under the facility are subject to a commitment fee which commenced on December 23, 2025, at a per annum rate of 0.060% to 0.200% depending on the rating of certain of our index debt. On March 6, 2026, we entered into an amendment to the Delayed Draw Term Loan Agreement with Maple, the guarantors party thereto, the lenders party thereto and Morgan Stanley Senior Funding, Inc. as administrative agent. Maple joined and became a party to the Delayed Draw Term Loan Agreement as a borrower, and agreed to be jointly and severally liable, together with KDP, for all obligations of KDP and Maple under the Delayed Draw Term Loan Agreement. In addition, the amendment extends the maturity of €2.60 billion of the facility to the date that is 15 months from the date of initial funding under the Delayed Draw Term Loan Agreement. The maturity of the remaining €7.75 billion of the facility was not modified. Upon the completion of the Separation, KDP shall be automatically released from the Delayed Draw Term Loan Agreement and all of its obligations and liabilities thereunder will automatically terminate. Following the Separation, Maple will be the sole borrower under the Delayed Draw Term Loan Agreement. In the first quarter of 2026, the Delayed Draw Term Loan Agreement facility was reduced by approximately €6.464 billion as a result of the issuance of the Maple Notes and the completion of the Preferred Investment and the JV Investment. On March 30, 2026, we borrowed €3.15 billion under the facility. During the second quarter of 2026, we repaid €349 million of the Delayed Draw Term Loan. As of June 30, 2026, we had €2.8 billion outstanding under the facility, and €736 million remained available and undrawn. The weighted average interest rates on these borrowings were 3.574% and 3.572% for the second quarter and first six months of 2026, respectively. As of June 30, 2026, we were in compliance with all covenants with respect to the Delayed Draw Term Loan Agreement. #### Bridge Credit Agreement The Bridge Credit Agreement provided for a 364-day senior unsecured bridge loan facility in an aggregate amount not to exceed €5.85 billion. On March 30, 2026, we terminated the Bridge Credit Agreement. We had no outstanding loan balances as of the termination date. #### Revolving Credit Agreement The following table summarizes information about the 2025 Revolving Credit Agreement: | (in millions) | Maturity Date | Capacity | Amounts Outstanding / June 30, 2026 | Amounts Outstanding / December 31, 2025 | | --- | --- | --- | --- | --- | | 2025 Revolving Credit Agreement(1) | March 31, 2030 | $4,300 | — | — | (1) The 2025 Revolving Credit Agreement has a $200 million letter of credit limit, with none utilized as of June 30, 2026. As of June 30, 2026, we were in compliance with all covenants with respect to the 2025 Revolving Credit Agreement. #### Commercial Paper Program | (in millions, except %) | Second Quarter / 2026 | Second Quarter / 2025 | First Six Months / 2026 | First Six Months / 2025 | | --- | --- | --- | --- | --- | | Weighted average commercial paper borrowings | $2,529 | $2,317 | $2,489 | $2,498 | | Weighted average borrowing rates | 4.38% | 4.67% | 4.20% | 4.65% | KEURIG DR PEPPER INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED, CONTINUED) #### Other Facilities In addition to the portion of the 2025 Revolving Credit Agreement reserved for issuance of letters of credit, we have an incremental uncommitted letter of credit facility. As of June 30, 2026, $150 million was available for the issuance of letters of credit under this facility, $63 million of which was utilized. We also have a variety of other uncommitted liquidity facilities available to us as of June 30, 2026. #### FAIR VALUE DISCLOSURES The fair values of our commercial paper and delayed draw term loan approximate the carrying values and are considered Level 2 within the fair value hierarchy. The fair values of our Notes are based on current market rates available to us and are considered Level 2 within the fair value hierarchy. The difference between the fair value and the carrying value represents the theoretical net premium or discount that would be paid or received to retire all of the Notes and related unamortized costs to be incurred at such date. The fair value of our Notes was $24,025 million and $13,196 million as of June 30, 2026 and December 31, 2025, respectively. #### 4. Pod Manufacturing JV On March 30, 2026, we completed the JV Investment. We contributed the Coffee Production Assets, as well as certain of our related coffee assets (including sales and distribution) in Canada to the Pod Manufacturing JV, and the JV Investors contributed $4 billion in cash through the JV Investor Partner, in exchange for a 49% interest in the Pod Manufacturing JV. The remaining 51% ownership interest remains under our ownership. We incurred $101 million in transaction costs associated with the JV Investment. #### GOVERNANCE The JV LP Agreement sets forth each partner's rights and responsibilities with respect to the Pod Manufacturing JV, including with respect to the JV Committee (a majority of which will be appointed by us); certain unanimous approval rights in favor of the JV Investor Partner; mechanisms for capital contributions to be made to the Pod Manufacturing JV; limitations on transfers by the partners; a call right exercisable by us during the period from approximately 8 to 15 years following the closing, as well as an early call right exercisable prior to such period, subject to certain conditions; a conversion right exercisable by the JV Investor Partner approximately 15 years following the closing whereby the JV Investor Partner may elect to convert its interest in the Pod Manufacturing JV into shares of KDP, subject to certain conditions being met as described in the JV LP Agreement, or following the Separation, the separated coffee business; and certain redemption obligations of Pod Manufacturing JV in the event of a change of control transaction. #### DISTRIBUTIONS The JV LP Agreement also sets forth distribution mechanics pursuant to which the Pod Manufacturing JV will make quarterly distributions of available cash to its partners subject to certain limitations, including for operating costs and reserves. KDP has full and sole discretion to declare distributions. Distributions to the JV Investor Partner are in proportion to its ownership interest; however, during the first five years following the closing, the distributions to the JV Investor Partner will be targeted so that the JV Investor Partner receives an internal rate of return of 6.375% on its invested capital, with any remaining available cash distributed to the other partners or all partners, at the discretion of the JV Committee. There were no distributions declared or paid during the first six months of 2026. #### PRESENTATION The JV Investment was accounted for as a sale of interest in a subsidiary without a loss of control. We recorded a $4 billion increase in Non-controlling interests on our unaudited Condensed Consolidated Balance Sheets and a subsequent $101 million decrease in the non-controlling interest related to transaction costs incurred. The non-controlling interest is presented net of tax effects of $22 million. The Pod Manufacturing JV is a VIE which we are required to consolidate as we are the primary beneficiary. Net earnings attributable to the JV Investors were $64 million for the second quarter and first six months of 2026 and are included in Net income attributable to non-controlling interests in the unaudited Condensed Consolidated Statements of Income. KEURIG DR PEPPER INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED, CONTINUED) ### 5. Convertible Preferred Stock On March 30, 2026, we completed the Preferred Investment. We issued and sold 4.5 million shares of our Convertible Preferred Stock, with a par value of $0.01 per share, to the Preferred Investors for a purchase price of $1,000 per share, or an aggregate of $4,500 million. We incurred issuance costs associated with the Preferred Investment of $105 million. #### VOTING RIGHTS The holders of the Convertible Preferred Stock are entitled to vote on an as-converted equivalent basis along with holders of our common stock. #### DIVIDENDS AND DISTRIBUTIONS The Convertible Preferred Stock ranks senior to our common stock with respect to dividend and distribution on liquidation rights. The Convertible Preferred Stock has a liquidation preference of $1,000 per share. The holders of the Convertible Preferred Stock are entitled to preferred dividends at a rate of 4.75% per annum, subject to increase in certain cases, and to participate in dividends paid to holders of our common stock on an as-converted basis, provided that any such dividends received on an as-converted basis will reduce, on a dollar-for-dollar basis, the next dividend that holders are entitled to receive on the Convertible Preferred Stock. Dividends on the Convertible Preferred Stock will be paid in cash. We may choose to defer payment of all or part of any dividends due on the Convertible Preferred Stock; however, we will accrue additional dividends until paid in cash and we will not be able to declare or pay any dividends on or make repurchases of our common stock, subject to certain conditions. During the second quarter of 2026, we declared and paid preferred dividends of $54 million. We also declared $28 million of common dividends to the Preferred Investors, which were accrued but not yet paid as of June 30, 2026, and will be used to reduce the preferred dividend in the next quarter. Refer to Note 6 for the impacts of the Convertible Preferred Stock on EPS. #### CONVERSION The Convertible Preferred Stock, plus the value of any unpaid dividends, is convertible into shares of our common stock, at our election or, in certain specified circumstances, the election of the Preferred Investors, at an initial conversion price of $37.25 (which will be subject to anti-dilution adjustments, as well as an adjustment in the event that we complete the Separation). Holders may convert up to, in the aggregate, 50% of the Convertible Preferred Stock allocated among such holders and their permitted transferees pro rata at any time, and may convert the remainder following the earliest of the closing of the Separation, the 18-month anniversary of the issuance of the Convertible Preferred Stock, upon foreclosure by a lender under a bona fide loan or other financing arrangement or the 12-month anniversary of any initial public offering of the remaining beverage business if the Separation has not yet occurred. At any time after March 30, 2029, we may require the Convertible Preferred Stock to be converted if the closing price per share of our common stock exceeds 150% of the conversion price then in effect for at least twenty trading days in any period of thirty consecutive trading days. #### REDEMPTION We will have the right, but not the obligation, to redeem the Convertible Preferred Stock anytime on or after March 30, 2033, in cash, at the optional redemption price as defined in the Certificate of Designations. The Convertible Preferred Stock is classified as mezzanine equity in our Condensed Consolidated Balance Sheets as the Convertible Preferred Stock may be redeemable at the option of the shareholders in the event of certain fundamental changes which are not solely within our control. We are not required to adjust the carrying value of the Convertible Preferred Stock to the current redemption value, as such fundamental changes were not probable as of June 30, 2026. KEURIG DR PEPPER INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED, CONTINUED) ### 6. Earnings Per Share Basic EPS reflects net income attributable to common stockholders after consideration of participating securities. The Convertible Preferred Stock is a participating security for purposes of calculating EPS. The Preferred Investors are entitled to participate in dividends declared or paid on the common shares on an as-converted basis (provided that any such dividends on the common stock on an as-converted basis received by Preferred Investors will reduce, on a dollar-for-dollar basis, the next preferred dividend such Preferred Investors are entitled to otherwise receive), and therefore, beginning in the second quarter of 2026, net income attributable to common shareholders is computed under the two-class method. The following table presents our basic and diluted EPS and shares outstanding: | (in millions, except per share data) | Second Quarter / 2026 | Second Quarter / 2025 | First Six Months / 2026 | First Six Months / 2025 | | --- | --- | --- | --- | --- | | Net income attributable to KDP | $142 | $547 | $412 | $1,064 | | Less: Net income allocated to Preferred Investors(1) | 82 | — | 82 | — | | Net income attributable to common shareholders | $60 | $547 | $330 | $1,064 | | Weighted average common shares outstanding | 1,360.6 | 1,358.3 | 1,359.9 | 1,357.7 | | Dilutive effect of stock-based awards | 3.9 | 4.5 | 4.3 | 4.9 | | Weighted average common shares outstanding and common stock equivalents | 1,364.5 | 1,362.8 | 1,364.2 | 1,362.6 | | Basic EPS | $0.04 | $0.40 | $0.24 | $0.78 | | Diluted EPS | 0.04 | 0.40 | 0.24 | 0.78 | | Anti-dilutive shares excluded from the diluted weighted average shares outstanding calculation | 1.6 | 0.4 | 2.1 | 0.4 | (1) For the periods presented, the preferred dividend rate was determined to be the greater amount used to determine the net income allocated to the Preferred Investors. ### 7. Goodwill and Intangible Assets #### GOODWILL Changes in the carrying amount of goodwill by reportable segment are as follows: | (in millions) | U.S. Refreshment Beverages | U.S. Coffee | KDP International | JDE Peet's | Total | | --- | --- | --- | --- | --- | --- | | Balance as of December 31, 2025 | $8,870 | $8,622 | $2,755 | — | $20,247 | | Acquisition(1) | — | — | — | 9,660 | 9,660 | | Foreign currency translation | — | — | (60) | (87) | (147) | | Balance as of June 30, 2026 | $8,870 | $8,622 | $2,695 | $9,573 | $29,760 | (1) Amount represents the preliminary goodwill recorded as a result of the JDE Peet's Acquisition. Refer to Note 2 for additional information. KEURIG DR PEPPER INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED, CONTINUED) #### INTANGIBLE ASSETS OTHER THAN GOODWILL The net carrying amounts of intangible assets other than goodwill are as follows: | (in millions) | June 30, 2026 / Gross Amount | June 30, 2026 / Accumulated Amortization | June 30, 2026 / Net Amount | December 31, 2025 / Gross Amount | December 31, 2025 / Accumulated Amortization | December 31, 2025 / Net Amount | | --- | --- | --- | --- | --- | --- | --- | | Intangible assets with definite lives: | | | | | | | | Brands(1) | $3,092 | $(94) | $2,998 | $76 | $(40) | $36 | | Customer relationships(1) | 2,177 | (339) | 1,838 | 683 | (301) | 382 | | Acquired technology(1) | 1,541 | (742) | 799 | 1,146 | (694) | 452 | | Distribution rights | 162 | (48) | 114 | 162 | (35) | 127 | | Contractual arrangements | 146 | (35) | 111 | 146 | (30) | 116 | | Trade names | 126 | (126) | — | 126 | (126) | — | | Other | 25 | (3) | 22 | 25 | (3) | 22 | | Total intangible assets with definite lives | $7,269 | $(1,387) | $5,882 | $2,364 | $(1,229) | $1,135 | | Intangible assets with indefinite lives: | | | | | | | | Brands(1) | | | $29,632 | | | $19,993 | | Trade names | | | 2,478 | | | 2,478 | | Distribution rights | | | 121 | | | 119 | | Total intangible assets with indefinite lives | | | 32,231 | | | 22,590 | | Total intangible assets, net | | | $38,113 | | | $23,725 | (1) We recorded additional preliminary intangible assets other than goodwill as a result of the JDE Peet's Acquisition. Refer to Note 2 for additional information on the amounts recorded by asset class. Amortization expense for intangible assets with definite lives was as follows: | (in millions) | Second Quarter / 2026 | Second Quarter / 2025 | First Six Months / 2026 | First Six Months / 2025 | | --- | --- | --- | --- | --- | | Amortization expense | $124 | $34 | $161 | $68 | ### 8. Risk Management and Financial Instruments We are exposed to market risks arising from adverse changes in interest rates, FX rates, and commodity prices. We manage these risks through a variety of strategies, including the use of interest rate contracts, cross-currency interest rate contracts, FX forward contracts, commodity forward, future, swap, and option contracts, supplier pricing agreements, and other non-derivative financial instruments. We do not hold or issue derivative financial instruments for trading or speculative purposes. All derivative instruments are recorded on a gross basis, including those subject to master netting arrangements. We formally designate and account for certain interest rate contracts and FX forward contracts that meet established accounting criteria under U.S. GAAP as cash flow hedges. For such contracts, the effective portion of the gain or loss on the derivative instruments is recorded, net of applicable taxes, in AOCI. When net income is affected by the variability of the underlying transaction, the applicable offsetting amount of the gain or loss from the derivative instrument deferred in AOCI is reclassified to net income. Cash flows from derivative instruments designated in a qualifying hedging relationship are classified in the same category as the cash flows from the hedged items. KEURIG DR PEPPER INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED, CONTINUED) We also formally designate certain of our foreign-denominated debt instruments that meet the established accounting criteria under U.S. GAAP as net investment hedges. For such designated instruments, the effective portion of the FX translation gains or losses on the foreign-denominated debt is recorded in foreign currency translation adjustments in AOCI, and will remain in AOCI until the net investment in the foreign operation is sold or otherwise disposed of. Any ineffective portion of the hedge is recognized in earnings in the period in which it arises. We use the spot method to assess the effectiveness of our net investment hedges. If a cash flow hedge or net investment hedge were to cease to qualify for hedge accounting, or were terminated, the derivatives would continue to be carried on the balance sheet at fair value until settled, and hedge accounting would be discontinued prospectively. If the underlying hedged transaction ceases to exist, any associated amounts reported in AOCI would be reclassified to earnings at that time. For derivatives that are not designated or for which the designated hedging relationship is discontinued, the gain or loss on the instrument is recognized in earnings in the period of change. We have exposure to credit losses from derivative instruments in an asset position in the event of nonperformance by the counterparties to the agreements. Historically, we have not experienced material credit losses as a result of counterparty nonperformance. We select and periodically review counterparties based on credit ratings, limit our exposure to a single counterparty under defined guidelines, and monitor the market position of the programs upon execution of a hedging transaction and at least on a quarterly basis. #### INTEREST RATE RISK #### Economic Hedges We are exposed to interest rate risk related to our borrowing arrangements and obligations. We enter into interest rate contracts to provide predictability in our overall cost structure and to manage the balance of fixed-rate and variable-rate debt. We primarily enter into receive-fixed, pay-variable and receive-variable, pay-fixed swaps, and swaption contracts. A natural hedging relationship exists in which changes in the fair value of the instruments act as an economic offset to changes in the fair value of the underlying items. Changes in the fair value of these instruments are recorded in earnings throughout the term of the derivative instrument and are generally reported in Interest expense, net in the unaudited Condensed Consolidated Statements of Income. As of June 30, 2026, economic interest rate derivative instruments have maturities ranging from September 2031 to November 2046. #### Cash Flow Hedges From time to time, we designate certain interest rate contracts as cash flow hedges in order to manage the exposures resulting from changes in interest rates as described above. In the fourth quarter of 2025 and the first quarter of 2026, we entered into forward starting swaps with an aggregate notional of approximately $3.5 billion and designated them as cash flow hedges. In March 2026, we terminated these contracts and issued the related Maple Notes, as described in Note 3. Upon termination, we received approximately $70 million to settle the contracts with the counterparties, which was recorded to accumulated other comprehensive income and will be amortized to interest expense over the respective terms of the Maple Notes. We had no designated interest rate contracts outstanding as of June 30, 2026. #### FOREIGN EXCHANGE RISK We are exposed to FX risk in our foreign subsidiaries and with certain counterparties in foreign jurisdictions, which may transact in currencies that are different from the functional currencies of our legal entities. Additionally, the balance sheets of these subsidiaries are subject to exposure from movements in exchange rates. #### Economic Hedges We hold FX forward contracts and cross-currency interest rate contracts to economically manage the balance sheet exposures resulting from changes in the FX rates described above. The intent of these FX contracts is to minimize the impact of FX risk associated with balance sheet positions not in local currency. In these cases, a hedging relationship exists in which changes in the fair value of the instruments act as an economic offset to changes in the fair value of the underlying items. KEURIG DR PEPPER INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED, CONTINUED) Changes in the fair value of these instruments are recorded in earnings throughout the term of the derivative instrument and are reported in Other expense (income) in the unaudited Condensed Consolidated Statements of Income as the associated risk. As of June 30, 2026, these FX contracts have maturities ranging from July 2026 to February 2034. Additionally, in order to complete the JDE Peet's Acquisition on April 1, 2026, we had significant Euro-denominated cash outflows, as described in Note 2. We entered into FX forward contracts in 2025 and 2026 to reduce our exposure to exchange rate fluctuations associated with the acquisition consideration and related financing. As of June 30, 2026, all of these contracts were settled. #### Cash Flow Hedges We designate certain FX forward contracts as cash flow hedges in order to manage the exposures resulting from changes in the FX rates described above. These designated FX forward contracts relate to forecasted inventory purchases in U.S. dollars of our foreign subsidiaries. The intent of these FX contracts is to provide predictability in our overall cost structure. As of June 30, 2026, these FX contracts have maturities ranging from July 2026 to October 2027. #### Net Investment Hedges We designate certain of our Euro-denominated debt instruments as net investment hedges in order to manage the exposure of our investments in certain of our subsidiaries resulting from changes in the FX rates described above. The intent of these hedges is to offset the impact of changes in the FX rate on our consolidated financial statements. During the second quarter of 2026, we designated certain of our Euro Maple Notes, which have maturities from 2028 to 2035, as well as borrowings under our Delayed Draw Term Loan Agreement, as net investment hedges of our investment in a Euro functional currency subsidiary. As of June 30, 2026, the notional amount of our Euro-denominated debt designated as net investment hedges was $6,601 million. We recognized $69 million of gains in other comprehensive income related to these hedges during the second quarter and first six months of 2026. We did not reclassify any gains or losses related to net investment hedges from AOCI into the unaudited Condensed Consolidated Statements of Income or record any ineffectiveness during the periods presented. #### COMMODITY PRICE RISK #### Economic Hedges We centrally manage the exposure to volatility in the prices of certain commodities used in our production process and transportation through various derivative contracts. We generally hold some combination of future, swap, and option contracts that economically hedge certain risks. In these cases, a hedging relationship exists in which changes in the fair value of the instruments act as an economic offset to changes in the fair value of the underlying items or as an offset to certain costs of production. Changes in the fair value of these instruments are recorded in earnings throughout the term of the derivative instrument and are reported in the same line item of the unaudited Condensed Consolidated Statements of Income as the hedged transaction. Unrealized gains and losses are recognized as a component of unallocated corporate costs until our reportable segments are affected by the completion of the underlying transaction, at which time the gain or loss is reflected as a component of the respective segment's income from operations. As of June 30, 2026, these commodity contracts have maturities ranging from July 2026 to January 2028. KEURIG DR PEPPER INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED, CONTINUED) #### NOTIONAL AMOUNTS OF DERIVATIVE INSTRUMENTS The following table presents the notional amounts of our outstanding derivative instruments by type: | (in millions) | June 30, 2026 | December 31, 2025 | | --- | --- | --- | | Interest rate contracts | | | | Pay-variable interest rate swaps, not designated as hedging instruments | $2,014 | — | | Forward starting swaps, not designated as hedging instruments | — | 2,300 | | Forward starting swaps, designated as cash flow hedges | — | 1,500 | | FX contracts | | | | Forward contracts, not designated as hedging instruments | 3,796 | 12,436 | | Forward contracts, designated as cash flow hedges | 1,351 | 597 | | Cross-currency pay-fixed interest rate swaps, not designated as hedging instruments | 1,252 | — | | Commodity contracts, not designated as hedging instruments(1) | 1,102 | 595 | (1) Notional value for commodity contracts is calculated as the expected volume times strike price per unit on a gross basis. #### FAIR VALUE OF DERIVATIVE INSTRUMENTS The fair values of interest rate contracts, FX forward contracts, cross-currency interest rate contracts, and commodity contracts are determined based on inputs that are readily available in public markets or can be derived from information available in publicly quoted markets. The fair values of commodity contracts are valued using the market approach based on observable market transactions, primarily underlying commodities futures or physical index prices, at the reporting date. Interest rate contracts are valued using models based primarily on readily observable market parameters, such as SOFR and EURIBOR forward rates, for all substantial terms of our contracts and credit risk of the counterparties. FX forward contracts are valued using quoted FX forward rates at the reporting date. Therefore, we have categorized these contracts as Level 2. KEURIG DR PEPPER INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED, CONTINUED) #### Not Designated as Hedging Instruments The following table summarizes the location of the fair value of our derivative instruments which are not designated as hedging instruments within the unaudited Condensed Consolidated Balance Sheets. All such instruments are considered Level 2 within the fair value hierarchy. | (in millions) | Balance Sheet Location | June 30, 2026 | December 31, 2025 | | --- | --- | --- | --- | | Assets: | | | | | FX contracts | Prepaid expenses and other current assets | $63 | $5 | | Cross-currency interest rate contracts | Prepaid expenses and other current assets | 9 | — | | Commodity contracts | Prepaid expenses and other current assets | 102 | 47 | | Interest rate contracts | Other non-current assets | 1 | — | | Commodity contracts | Other non-current assets | 9 | 3 | | Liabilities: | | | | | Interest rate contracts | Other current liabilities | 21 | 16 | | FX contracts | Other current liabilities | 65 | 38 | | Cross-currency interest rate contracts | Other current liabilities | 33 | — | | Commodity contracts | Other current liabilities | 37 | 9 | | Interest rate contracts | Other non-current liabilities | 379 | 381 | | Cross-currency interest rate contracts | Other non-current liabilities | 30 | — | | Commodity contracts | Other non-current liabilities | 5 | 23 | #### Designated as Hedging Instruments The following table summarizes the location of the fair value of our derivative instruments which are designated as hedging instruments within the unaudited Condensed Consolidated Balance Sheets. All such instruments are considered Level 2 within the fair value hierarchy. | (in millions) | Balance Sheet Location | June 30, 2026 | December 31, 2025 | | --- | --- | --- | --- | | Assets: | | | | | FX contracts | Prepaid expenses and other current assets | $11 | $2 | | FX contracts | Other non-current assets | 14 | 1 | | Interest rate contracts | Other non-current assets | — | 37 | | Liabilities: | | | | | FX contracts | Other current liabilities | 8 | 16 | | Interest rate contracts | Other current liabilities | — | 2 | KEURIG DR PEPPER INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED, CONTINUED) #### IMPACT OF DERIVATIVE INSTRUMENTS NOT DESIGNATED AS HEDGING INSTRUMENTS The following table presents the amount of losses (gains), net, recognized in the unaudited Condensed Consolidated Statements of Income related to derivative instruments not designated as hedging instruments under U.S. GAAP during the periods presented. Amounts include both realized and unrealized gains and losses. | (in millions) | Income Statement Location | Second Quarter / 2026 | Second Quarter / 2025 | First Six Months / 2026 | First Six Months / 2025 | | --- | --- | --- | --- | --- | --- | | Interest rate contracts | Interest expense, net | $(5) | $(2) | $(4) | $(34) | | FX contracts | Cost of sales | (1) | (2) | — | (3) | | FX contracts | Other (income) expense, net | (28) | 11 | 86 | 14 | | Cross-currency interest rate contracts | Other (income) expense, net | (9) | — | (9) | — | | Commodity contracts | Cost of sales | (28) | (10) | (73) | (27) | | Commodity contracts | SG&A expenses | 11 | 2 | (58) | — | #### IMPACT OF CASH FLOW HEDGES The following table presents the amount of net (gains) losses reclassified from AOCI into the unaudited Condensed Consolidated Statements of Income related to derivative instruments designated as cash flow hedging instruments: | (in millions) | Income Statement Location | Second Quarter / 2026 | Second Quarter / 2025 | First Six Months / 2026 | First Six Months / 2025 | | --- | --- | --- | --- | --- | --- | | Interest rate contracts | Interest expense, net | $(6) | $(4) | $(9) | $(7) | | FX contracts | Cost of sales | 6 | (8) | 9 | (13) | We expect to reclassify approximately $22 million of pre-tax net gains and $16 million of pre-tax net gains from AOCI into net income during the next twelve months related to interest rate contracts and FX contracts, respectively. ### 9. Leases #### LESSEE The following table presents the components of lease cost: | (in millions) | Second Quarter / 2026 | Second Quarter / 2025 | First Six Months / 2026 | First Six Months / 2025 | | --- | --- | --- | --- | --- | | Operating lease cost | $72 | $46 | $117 | $90 | | Finance lease cost | | | | | | Amortization of right-of-use assets | 33 | 28 | 63 | 56 | | Interest on lease liabilities | 12 | 9 | 24 | 18 | | Variable lease cost(1) | 12 | 9 | 22 | 18 | | Short-term lease cost | 4 | — | 4 | — | | Total lease cost | $133 | $92 | $230 | $182 | (1) Variable lease cost primarily consists of common area maintenance costs, property taxes, and adjustments for inflation. KEURIG DR PEPPER INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED, CONTINUED) The following tables present supplemental information about our leases: | (in millions) | Balance Sheet Location | June 30, 2026 | December 31, 2025 | | --- | --- | --- | --- | | Assets: | | | | | Operating lease right-of-use assets | Other non-current assets | $1,107 | $845 | | Finance lease right-of-use assets(1) | Property, plant, and equipment, net | 1,030 | 919 | | Liabilities: | | | | | Operating lease liability | Other current liabilities | 210 | 127 | | Finance lease liability | Other current liabilities | 191 | 179 | | Operating lease liability | Other non-current liabilities | 951 | 764 | | Finance lease liability | Other non-current liabilities | 835 | 745 | (1) Amounts are presented net of accumulated amortization of $485 million and $426 million as of June 30, 2026 and December 31, 2025, respectively. | (in millions) | First Six Months / 2026 | First Six Months / 2025 | | --- | --- | --- | | Cash paid for amounts included in the measurement of lease liabilities: | | | | Operating cash flows from operating leases | $108 | $85 | | Operating cash flows from finance leases | 24 | 18 | | Financing cash flows from finance leases | 77 | 63 | | Right-of-use assets obtained in exchange for lease obligations: | | | | Operating leases(1) | 82 | 21 | | Finance leases | 133 | 92 | (1) Includes impacts from operating lease modifications of $26 million during the quarter ended June 30, 2026. The following table presents information about our weighted average discount rate and remaining lease term: | Line item | June 30, 2026 | December 31, 2025 | | --- | --- | --- | | Weighted average discount rate | | | | Operating leases | 4.2% | 5.3% | | Finance leases | 4.8% | 4.8% | | Weighted average remaining lease term | | | | Operating leases | 8 years | 8 years | | Finance leases | 9 years | 9 years | KEURIG DR PEPPER INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED, CONTINUED) #### Schedule of Future Minimum Lease Payments Future minimum lease payments for non-cancelable leases that have commenced and are reflected in the unaudited Condensed Consolidated Balance Sheets as of June 30, 2026 were as follows: | (in millions) | Operating Leases | Finance Leases | | --- | --- | --- | | Remainder of 2026 | $122 | $137 | | 2027 | 243 | 166 | | 2028 | 192 | 153 | | 2029 | 166 | 143 | | 2030 | 146 | 130 | | 2031 | 121 | 103 | | Thereafter | 430 | 407 | | Total future minimum lease payments | 1,420 | 1,239 | | Less: imputed interest | (259) | (213) | | Present value of minimum lease payments | $1,161 | $1,026 | #### Significant Leases that Have Not Yet Commenced As of June 30, 2026, we have entered into leases that have not yet commenced with estimated aggregated future lease payments of approximately $239 million. These leases will commence between 2026 and 2028, with initial lease terms ranging from 2 years to 15 years. #### LESSOR We lease coffee machines to customers under contractual arrangements that are primarily recognized as operating lease arrangements. Sales-type leases are immaterial. Lease revenue represented less than 1% of our consolidated net sales for all periods presented. KEURIG DR PEPPER INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED, CONTINUED) ### 10. Segments Our four operating and reportable segments are described below. The U.S. Refreshment Beverages, U.S. Coffee, and KDP International operating and reportable segments remain unchanged as a result of the JDE Peet’s Acquisition. The JDE Peet's segment reflects the operations of JDE Peet's, which was acquired on April 1, 2026. - The U.S. Refreshment Beverages segment reflects sales in the U.S. from the manufacture and distribution of branded concentrates, syrups, finished beverages, and other consumables, including the sales of our own brands and third-party brands, to third-party bottlers, distributors, and retailers. - The U.S. Coffee segment reflects sales in the U.S. from the manufacture and distribution of finished goods relating to our K-Cup pods, single serve brewers and accessories, and other coffee products, to partners, retailers, and directly to consumers through the Keurig.com website. - The KDP International segment reflects sales in international markets, including the following: - Sales in Canada, Mexico, the Caribbean, and other international markets from the manufacture and distribution of branded concentrates, syrups, and finished beverages, including sales of our own brands and third-party brands, to third-party bottlers, distributors, and retailers. - Sales in Canada from the manufacture and distribution of finished goods relating to our single serve brewers, K-Cup pods, and other coffee products. - The JDE Peet's segment reflects sales from the manufacture and distribution of coffee, tea, and other products globally, including the following: - Sales from the manufacture and distribution of single serve, ground, instant, and whole bean coffee, as well as related products, including tea and cocoa, from owned brands, partner brands, and private label owners. - Sales of whole bean coffee, beverages, tea, and related products through retail, e-commerce, and licensed stores. - Sales from away-from-home activities, providing hot beverage solutions and related services to businesses and institutions. Segment results are based on management reports provided to Tim Cofer, our CEO and CODM. Net sales and income from operations are the significant financial measures used to assess the operating performance of our operating segments. The CODM periodically monitors our actual results and remaining forecast versus our annual budget for these financial measures, and this information is used to assess performance of the reportable segments, determine the payout of short-term incentive plan compensation, and to establish management's base salaries. Intersegment sales are recorded at cost and are eliminated in the unaudited Condensed Consolidated Statements of Income. We have not provided disclosures of intersegment sales or total assets for each reportable segment, as our CODM does not review and is not provided with this information. "Other segment expense (income)" includes Other operating expense (income), net, as well as other financial statement captions for infrequent charges, such as impairment of goodwill or intangible assets, used to arrive at "Income from operations - reportable segments". "Unallocated corporate costs" are excluded from our measurement of segment performance and include unrealized commodity derivative gains and losses and certain general corporate expenses. JDE Peet's segment results contain certain corporate costs directly attributable to the JDE Peet's segment in SG&A expenses and Other segment expense (income). KEURIG DR PEPPER INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED, CONTINUED) Information about our operations and significant expenses by reportable segment is as follows: | (in millions) / Second Quarter of 2026 | U.S. Refreshment Beverages | U.S. Coffee | KDP International | JDE Peet's(1) | Total | | --- | --- | --- | --- | --- | --- | | Net sales | $2,925 | $918 | $664 | $2,802 | $7,309 | | Cost of sales | 1,225 | 564 | 342 | 2,084 | | | SG&A expenses | 843 | 159 | 170 | 785 | | | Other segment expense (income) | — | 46 | — | (5) | | | Income (loss) from operations - reportable segments | $857 | $149 | $152 | $(62) | $1,096 | | Unallocated corporate costs | | | | | (468) | | Income from operations | | | | | 628 | | Interest expense, net | | | | | 336 | | Other income, net | | | | | (13) | | Income before provision for income taxes | | | | | $305 | | Second Quarter of 2025 | | | | | | | Net sales | $2,660 | $948 | $555 | — | $4,163 | | Cost of sales | 1,099 | 551 | 260 | — | | | SG&A expenses | 815 | 163 | 152 | — | | | Other segment expense | — | 1 | — | — | | | Income from operations - reportable segments | $746 | $233 | $143 | — | $1,122 | | Unallocated corporate costs | | | | | (224) | | Income from operations | | | | | 898 | | Interest expense, net | | | | | 180 | | Income before provision for income taxes | | | | | $718 | (1) The JDE Peet's segment was acquired on April 1, 2026. As such, amounts presented above only include activity subsequent to the date of acquisition. For selected pro forma information, refer to Note 2. KEURIG DR PEPPER INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED, CONTINUED) | (in millions) / First Six Months of 2026 | U.S. Refreshment Beverages | U.S. Coffee | KDP International | JDE Peet's(1) | Total | | --- | --- | --- | --- | --- | --- | | Net sales | $5,524 | $1,775 | $1,184 | $2,802 | $11,285 | | Cost of sales | 2,291 | 1,103 | 632 | 2,084 | | | SG&A expenses | 1,655 | 317 | 315 | 785 | | | Other segment expense (income) | — | 46 | — | (5) | | | Income (loss) from operations - reportable segments | $1,578 | $309 | $237 | $(62) | $2,062 | | Unallocated corporate costs | | | | | (678) | | Income from operations | | | | | 1,384 | | Interest expense, net | | | | | 617 | | Other expense, net | | | | | 105 | | Income before provision for income taxes | | | | | $662 | | First Six Months of 2025 | | | | | | | Net sales | $4,983 | $1,825 | $990 | — | $7,798 | | Cost of sales | 2,036 | 1,074 | 488 | — | | | SG&A expenses | 1,548 | 314 | 271 | — | | | Other segment (income) expense | (1) | 2 | (2) | — | | | Income from operations - reportable segments | $1,400 | $435 | $233 | — | $2,068 | | Unallocated corporate costs | | | | | (369) | | Income from operations | | | | | 1,699 | | Interest expense, net | | | | | 328 | | Other income, net | | | | | (7) | | Income before provision for income taxes | | | | | $1,378 | (1) The JDE Peet's segment was acquired on April 1, 2026. As such, amounts presented above only include activity subsequent to the date of acquisition. For selected pro forma information, refer to Note 2. KEURIG DR PEPPER INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED, CONTINUED) ### 11. Net Sales The following table disaggregates our net sales by product portfolio and by reportable segment. As a result of the JDE Peet’s Acquisition, we have revised our product portfolio for the periods presented, as follows: - LRB represents net sales of owned and partner brands within our portfolio and includes branded concentrates, syrup, and finished beverages, including contract manufacturing of KDP branded products for our bottlers and distributors. - Coffee and related products represents net sales of single serve, ground, instant, and whole bean coffee, as well as related products, including tea and cocoa, from owned brands, partner brands, and private label owners. Net sales for partner brands and private label owners are contractual and long-term in nature. | (in millions) / Second Quarter of 2026 | U.S. Refreshment Beverages | U.S. Coffee | KDP International | JDE Peet's(1) | Total | | --- | --- | --- | --- | --- | --- | | LRB | $2,867 | $24 | $471 | — | $3,362 | | Coffee and related products | — | 764 | 169 | 2,588 | 3,521 | | Appliances | — | 130 | 14 | 4 | 148 | | Other | 58 | — | 10 | 210 | 278 | | Net sales | $2,925 | $918 | $664 | $2,802 | $7,309 | | Second Quarter of 2025 | | | | | | | LRB | $2,589 | $15 | $374 | — | $2,978 | | Coffee and related products | — | 805 | 158 | — | 963 | | Appliances | — | 122 | 12 | — | 134 | | Other | 71 | 6 | 11 | — | 88 | | Net sales | $2,660 | $948 | $555 | — | $4,163 | | First Six Months of 2026 | | | | | | | LRB | $5,382 | $42 | $804 | — | $6,228 | | Coffee and related products | — | 1,497 | 336 | 2,588 | 4,421 | | Appliances | — | 236 | 24 | 4 | 264 | | Other | 142 | — | 20 | 210 | 372 | | Net sales | $5,524 | $1,775 | $1,184 | $2,802 | $11,285 | | First Six Months of 2025 | | | | | | | LRB | $4,852 | $28 | $651 | — | $5,531 | | Coffee and related products | — | 1,547 | 297 | — | 1,844 | | Appliances | — | 238 | 20 | — | 258 | | Other | 131 | 12 | 22 | — | 165 | | Net sales | $4,983 | $1,825 | $990 | — | $7,798 | (1) The JDE Peet's segment was acquired on April 1, 2026. As such, amounts presented above only include activity subsequent to the date of acquisition. For selected pro forma information, refer to Note 2. KEURIG DR PEPPER INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED, CONTINUED) ### 12. Stock-Based Compensation The components of stock-based compensation expense are presented below: | (in millions) | Second Quarter / 2026 | Second Quarter / 2025 | First Six Months / 2026 | First Six Months / 2025 | | --- | --- | --- | --- | --- | | Total stock-based compensation expense(1) | $177 | $23 | $207 | $45 | | Income tax benefit | (6) | (3) | (11) | (8) | | Stock-based compensation expense, net of tax | $171 | $20 | $196 | $37 | (1) For the second quarter and first six months of 2026, stock-based compensation expense includes $134 million related to the portion of the fair value of JDE Peet's stock-based compensation awards which were accelerated and which does not relate to pre-combination service. #### RESTRICTED SHARE UNITS The table below summarizes RSU activity: | Line item | RSUs | Weighted Average Grant Date Fair Value | Weighted Average Remaining Contractual Term (Years) | Aggregate Intrinsic Value (in millions) | | --- | --- | --- | --- | --- | | Outstanding as of December 31, 2025 | 13,120,837 | $29.62 | 1.8 | $368 | | Granted(1) | 6,016,672 | 27.68 | | | | Vested and released | (3,162,034) | 31.10 | | 92 | | Forfeited | (1,028,810) | 29.23 | | | | Outstanding as of June 30, 2026 | 14,946,665 | $28.55 | 1.9 | $489 | (1) Includes certain legacy stock-based awards of JDE Peet’s which were converted into KDP awards as a result of the JDE Peet’s Acquisition. Refer to Note 2 for additional information. As of June 30, 2026, there was $252 million of unrecognized compensation cost related to unvested RSUs that is expected to be recognized over a weighted average period of 2.8 years. #### PERFORMANCE SHARE UNITS The table below summarizes PSU activity: | Line item | PSUs | Weighted Average Grant Date Fair Value | Weighted Average Remaining Contractual Term (Years) | Aggregate Intrinsic Value (in millions) | | --- | --- | --- | --- | --- | | Balance as of December 31, 2025 | 446,818 | $30.60 | 2.2 | $13 | | Granted | 520,456 | 28.39 | | | | Forfeited or expired | (107,178) | 29.74 | | | | Balance as of June 30, 2026 | 860,096 | $29.37 | 2.2 | $28 | As of June 30, 2026, there was $16 million of unrecognized compensation cost related to unvested PSUs that is expected to be recognized over a weighted average period of 2.3 years. KEURIG DR PEPPER INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED, CONTINUED) ### 13. Equity Method Investments The following table summarizes our equity method investments: | (in millions) | June 30, 2026 | December 31, 2025 | | --- | --- | --- | | Nutrabolt | $1,199 | $1,168 | | Chobani | 387 | 359 | | Tractor | 59 | 52 | | Athletic Brewing | 53 | 53 | | Other | 35 | 28 | | Total equity method investments | $1,733 | $1,660 | ### 14. Income Taxes Our effective tax rates were as follows: | Line item | Second Quarter / 2026 | Second Quarter / 2025 | First Six Months / 2026 | First Six Months / 2025 | | --- | --- | --- | --- | --- | | Effective tax rate | 31.1% | 23.8% | 27.5% | 22.8% | For the second quarter of 2026, the change in our effective tax rate was driven by a non-cash revaluation of state deferred tax liabilities as a result of the JDE Peet's Acquisition. For the first six months of 2026, the change in our effective tax rate was driven by a non-cash revaluation of state deferred tax liabilities as a result of the JDE Peet's Acquisition, as well as discrete tax impacts associated with the completion of the JV Investment and the creation of the Pod Manufacturing JV. #### CASH PAID FOR INCOME TAXES We paid $216 million and $276 million in cash for income taxes, net of refunds received, during the first six months of 2026 and 2025, respectively. KEURIG DR PEPPER INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED, CONTINUED) ### 15. Accumulated Other Comprehensive (Loss) Income The following table provides a summary of changes in AOCI attributable to KDP, net of taxes: | (in millions) / Second Quarter of 2026 | Foreign Currency Translation Adjustments | Pension and Post-Retirement Benefit Liabilities | Cash Flow Hedges | Total | | --- | --- | --- | --- | --- | | Beginning balance | $(251) | $(19) | $154 | $(116) | | Other comprehensive income (loss) | 3 | 2 | (5) | — | | Amounts reclassified from AOCI | — | — | — | — | | Total other comprehensive income (loss) | 3 | 2 | (5) | — | | Balance as of June 30, 2026 | $(248) | $(17) | $149 | $(116) | | Second Quarter of 2025 | | | | | | Beginning balance | $(397) | $(14) | $136 | $(275) | | Other comprehensive income (loss) | 319 | — | (25) | 294 | | Amounts reclassified from AOCI | — | — | (9) | (9) | | Total other comprehensive income (loss) | 319 | — | (34) | 285 | | Balance as of June 30, 2025 | $(78) | $(14) | $102 | $10 | | For the first six months of 2026: | | | | | | Beginning balance | $(9) | $(16) | $127 | $102 | | Other comprehensive (loss) income | (239) | (1) | 22 | (218) | | Amounts reclassified from AOCI | — | — | — | — | | Total other comprehensive (loss) income | (239) | (1) | 22 | (218) | | Balance as of June 30, 2026 | $(248) | $(17) | $149 | $(116) | | For the first six months of 2025: | | | | | | Beginning balance | $(410) | $(14) | $148 | $(276) | | Other comprehensive income (loss) | 332 | — | (32) | 300 | | Amounts reclassified from AOCI | — | — | (14) | (14) | | Total other comprehensive income (loss) | 332 | — | (46) | 286 | | Balance as of June 30, 2025 | $(78) | $(14) | $102 | $10 | The following table presents the amount of gains reclassified from AOCI attributable to KDP into the unaudited Condensed Consolidated Statements of Income: | (in millions) | Income Statement Caption | Second Quarter / 2026 | Second Quarter / 2025 | First Six Months / 2026 | First Six Months / 2025 | | --- | --- | --- | --- | --- | --- | | Cash Flow Hedges | | | | | | | Interest rate contracts | Interest expense, net | $(6) | $(4) | $(9) | $(7) | | FX contracts | Cost of sales | 6 | (8) | 9 | (13) | | Total | | — | (12) | — | (20) | | Income tax expense | | — | 3 | — | 6 | | Total, net of tax | | — | $(9) | — | $(14) | KEURIG DR PEPPER INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED, CONTINUED) ### 16. Other Financial Information #### SELECTED BALANCE SHEET INFORMATION | (in millions) | June 30, 2026 | December 31, 2025 | | --- | --- | --- | | Raw materials | $1,491 | $706 | | Work-in-process | 246 | 8 | | Finished goods | 2,120 | 1,019 | | Total inventories | $3,857 | $1,733 | | Prepaid expenses | $798 | $334 | | Other current assets | 830 | 484 | | Total prepaid expenses and other current assets | $1,628 | $818 | #### Supplier Financing Arrangements The following table summarizes the location of our outstanding obligations under supplier financing arrangements, which are confirmed as valid, within the unaudited Condensed Consolidated Balance Sheets: | (in millions) | June 30, 2026 | December 31, 2025 | | --- | --- | --- | | Accounts payable | $1,779 | $1,378 | | Structured payables(1) | 320 | — | | Total outstanding obligations under supplier financing arrangements | $2,099 | $1,378 | (1) As a result of the JDE Peet’s Acquisition, we have certain commercial arrangements with suppliers that include explicitly stated interest rates, which are more representative of financing transactions and are therefore classified as structured payables. Some of these suppliers participate in supplier financing arrangements, which are reflected in this table. The remainder of structured payables relate to suppliers not participating in supplier financing arrangements, or amounts owed to a virtual credit card sponsor. #### Mandatory Redemption Liability The fair value of our mandatory redemption liability associated with GHOST was $898 million and $880 million as of June 30, 2026 and December 31, 2025, respectively, and is included within Other non-current liabilities within the unaudited Condensed Consolidated Balance Sheets. ### 17. Commitments and Contingencies #### LITIGATION We are occasionally subject to litigation or other legal proceedings. We accrue for specific legal proceedings when we determine that the likelihood of an unfavorable outcome is probable and the amount of loss can be reasonably estimated, and such accruals were not material in the periods presented. We have also identified certain other legal matters where we believe an unfavorable outcome is reasonably possible and/or for which no estimate of possible losses can be made. We do not believe that the outcome of these, or any other, pending legal matters, individually or collectively, will have a material adverse effect on our results of operations, financial condition, or liquidity. KEURIG DR PEPPER INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED, CONTINUED) #### Antitrust Litigation In February 2014, TreeHouse Foods, Inc. and certain affiliated entities filed suit against our wholly-owned subsidiary, Keurig (formerly known as Green Mountain Coffee Roasters, Inc.), in the U.S. District Court for the Southern District of New York ("SDNY") (TreeHouse Foods, Inc. et al. v. Green Mountain Coffee Roasters, Inc. et al.). The TreeHouse complaint asserted claims under the federal antitrust laws and various state laws, contending that Keurig had monopolized alleged markets for single serve coffee brewers and single serve coffee pods. The TreeHouse complaint sought treble monetary damages, declaratory relief, injunctive relief and attorneys' fees. In the months that followed, a number of additional actions, including claims from another coffee manufacturer (JBR, Inc.), as well as putative class actions on behalf of direct and indirect purchasers of Keurig's products, were filed in various federal district courts, asserting claims and seeking relief substantially similar to the claims asserted and relief sought in the TreeHouse complaint. Additional similar actions were filed by individual direct purchasers (including McLane Company, Inc., BJ's Wholesale Club, Inc., Winn-Dixie Stores Inc., and Bi-Lo Holding LLC) in 2019 and in 2021. Following the court’s denial of class certification in 2025 for the direct purchaser class described below, similar actions were filed in 2026 by additional individual direct purchasers (including Target Corp., Performance Food Group, Inc. and certain of its affiliates, and entities owning the claims of former retailers Great Atlantic & Pacific Tea Company, Shopko, and Bed Bath & Beyond, Inc.). All of these actions were transferred to the SDNY for coordinated pre-trial proceedings (In re: Keurig Green Mountain Single-Serve Coffee Antitrust Litigation) (the "Multidistrict Antitrust Litigation"). In July 2020, Keurig reached an agreement with one of the plaintiff groups in the Multidistrict Antitrust Litigation, the putative indirect purchaser class, to settle the claims asserted for $31 million. The settlement class consisted of individuals and entities in the United States that purchased, from persons other than Keurig and not for purposes of resale, Keurig manufactured or licensed single serve beverage portion packs during the applicable class period (beginning in September 2010 for most states). The settlement was approved and paid, and the indirect purchasers' claims have been dismissed. In October 2025, the SDNY court denied the direct purchasers plaintiffs' motion for class certification. While the court’s order does not preclude individual purchasers from pursuing their own direct claims, the court found that the plaintiffs did not meet the federal requirements to pursue their case on a classwide basis. The direct purchaser plaintiffs filed a petition with the United States Court of Appeals for the Second Circuit, seeking to appeal the SDNY court’s decision; their petition was subsequently denied. Discovery in all of the matters filed before 2026 and pending in the Multidistrict Antitrust Litigation is concluded, with those plaintiffs (which no longer include the purported direct purchaser class) collectively claiming more than $1.5 billion of monetary damages. Keurig strongly disputes the merits of the claims and the calculation of damages. Keurig has fully briefed summary judgment motions that, if successful, would end the cases entirely. The cases filed in 2026 will proceed on a separate procedural timeline. Keurig intends to continue vigorously defending the remaining lawsuits. At this time, we are unable to predict the outcome of these lawsuits, the potential loss or range of loss, if any, associated with the resolution of these lawsuits or any potential effect they may have on us or our results of operations. Accordingly, we have not accrued for a loss contingency. Additionally, as the timelines in these cases may be beyond our control, we can provide no assurance as to whether or when there will be material developments in these matters. #### TARIFFS In February 2026, the U.S. Supreme Court invalidated certain tariffs previously imposed under the International Emergency Economic Powers Act. We have identified potential eligible refunds for tariffs paid in prior periods. We have begun to file claims with U.S. Customs and Border Protection for the recovery of tariffs previously paid, plus applicable interest. We account for these potential recoveries through the gain contingencies model, under which a gain is not recognized until it is realized or realizable. Because the administrative process for review, validation, and disbursement by the Department of Treasury involves inherent uncertainty regarding the final approved amount and timing, we have not recorded receivables for claims which were pending as of June 30, 2026. KEURIG DR PEPPER INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED, CONTINUED) ### 18. Restructuring #### RESTRUCTURING PROGRAMS #### Integration of JDE Peet's As part of the JDE Peet's Acquisition, we developed a program to integrate JDE Peet’s and to facilitate the planned separation of Global Coffee Co. This program includes one-time, non-recurring expenses such as system integration, severance, retention, professional services, and other matters. This restructuring program is expected to incur cumulative pre-tax restructuring charges in a range of approximately $325 million to $400 million through the first quarter of 2029. #### Legacy JDE Peet's Transformation Activities and Corporate Actions JDE Peet's has a transformational program known as Reignite the Amazing, which was announced in 2025 and was inherited as part of the JDE Peet's Acquisition. This brand-led strategy is designed to accelerate profitable growth and includes activities and corporate actions designed to integrate the U.S. capsules business, optimize the European operating model, and transition the Peet's U.S. commercial distribution model, among others. From time to time, this program includes certain restructuring activities, such as the closure of certain facilities as part of optimization efforts. #### Network Optimization In March 2024, we announced a restructuring program designed to more effectively and efficiently meet the needs of consumers and customers. Our restructuring program includes the closure of certain facilities and other costs intended to optimize our manufacturing and distribution footprint throughout our operations. This restructuring program is expected to incur cumulative pre-tax restructuring charges of approximately $175 million through the end of 2026, primarily comprised of asset related costs. #### RESTRUCTURING CHARGES Restructuring and integration expenses for the defined programs were as follows: | (in millions) | Second Quarter / 2026 | Second Quarter / 2025 | First Six Months / 2026 | First Six Months / 2025 | | --- | --- | --- | --- | --- | | Integration of JDE Peet's(1) | $140 | — | $140 | — | | Legacy JDE Peet's Transformation Activities and Corporate Actions(1) | 19 | — | 19 | — | | Network Optimization | 7 | 10 | 30 | 12 | (1) Amounts represent expenses incurred subsequent to the JDE Peet's Acquisition. #### RESTRUCTURING LIABILITIES Restructuring liabilities that qualify as exit and disposal costs under U.S. GAAP are included in accounts payable and accrued expenses in the unaudited condensed consolidated financial statements. Restructuring liabilities, primarily consisting of workforce reduction costs, were as follows: | (in millions) | Restructuring Liabilities | Restructuring Liabilities | | --- | --- | --- | | Balance as of December 31, 2025 | $ | $8 | | Charges to expense and other adjustments | 28 | | | Restructuring liabilities assumed in the JDE Peet's Acquisition | 74 | | | Cash payments | (26) | | | Balance as of June 30, 2026 | $ | $84 | KEURIG DR PEPPER INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED, CONTINUED) ### 19. Transactions with Variable Interest Entities #### TRANSACTIONS WITH VIES We have a number of leasing arrangements and one licensing arrangement with special purpose entities for which we are not the primary beneficiary, as we have limited power based on the contractual agreements to direct the activities that most significantly impact the VIEs' performance. #### Leasing Arrangements As of June 30, 2026, we have entered into seventeen lease transactions with VIEs. Each lease has an RVG based on a percentage of VIEs' purchase price; however, we concluded it was not probable that we will owe an amount at the end of each individual lease term, as the fair values of the properties are not expected to fall below the RVGs at the end of each individual lease term. As such, we recorded each lease obligation excluding the associated RVG. The aggregate maximum undiscounted RVG associated with the leasing arrangements was $733 million and $653 million as of June 30, 2026 and December 31, 2025, respectively. This aggregate maximum value assumes that the fair value of each property at the end of either the original lease term or renewal term is equal to zero, which we have concluded is not probable. The following table provides the carrying amounts of the right-of-use assets and lease obligations recorded in the unaudited Condensed Consolidated Balance Sheets associated with these leasing arrangements related to the VIEs: | (in millions) | June 30, 2026 | December 31, 2025 | | --- | --- | --- | | Non-current assets | $393 | $361 | | Current liabilities | 30 | 26 | | Non-current liabilities | 384 | 351 | The leasing agreements included as of December 31, 2025 include nine manufacturing sites, five warehouse and distribution centers, one multipurpose property, and our Frisco, Texas headquarters. The leasing agreements included as of June 30, 2026 also included one additional warehouse and distribution center. 37 ## Item 1F. Financial Statements (Unaudited) ### Item 1. Financial Statements (Unaudited) **KEURIG DR PEPPER INC.** ### CONDENSED CONSOLIDATED STATEMENTS OF INCOME _(UNAUDITED)_ | (in millions, except per share data) | Second Quarter / 2026 | Second Quarter / 2025 | First Six Months / 2026 | First Six Months / 2025 | | --- | --- | --- | --- | --- | | Net sales | $7,309 | $4,163 | $11,285 | $7,798 | | Cost of sales | 4,243 | 1,908 | 6,121 | 3,558 | | Gross profit | 3,066 | 2,255 | 5,164 | 4,240 | | Selling, general, and administrative expenses | 2,397 | 1,356 | 3,739 | 2,548 | | Other operating expense (income), net | 41 | 1 | 41 | (7) | | Income from operations | 628 | 898 | 1,384 | 1,699 | | Interest expense, net | 336 | 180 | 617 | 328 | | Other (income) expense, net | (13) | — | 105 | (7) | | Income before provision for income taxes | 305 | 718 | 662 | 1,378 | | Provision for income taxes | 95 | 171 | 182 | 314 | | Net income | 210 | 547 | 480 | 1,064 | | Less: Net income attributable to non-controlling interests | 68 | — | 68 | — | | Net income attributable to KDP | $142 | $547 | $412 | $1,064 | | Earnings per common share: | | | | | | Basic | $0.04 | $0.40 | $0.24 | $0.78 | | Diluted | 0.04 | 0.40 | 0.24 | 0.78 | | Weighted average common shares outstanding: | | | | | | Basic | 1,360.6 | 1,358.3 | 1,359.9 | 1,357.7 | | Diluted | 1,364.5 | 1,362.8 | 1,364.2 | 1,362.6 | The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. **KEURIG DR PEPPER INC.** ### CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME _(UNAUDITED)_ | (in millions) | Second Quarter / 2026 | Second Quarter / 2025 | First Six Months / 2026 | First Six Months / 2025 | | --- | --- | --- | --- | --- | | Net income | $210 | $547 | $480 | $1,064 | | Other comprehensive (loss) income: | | | | | | Foreign currency translation adjustments | — | 319 | (242) | 332 | | Net change in pension and post-retirement liability, net of tax of $2, $—, $2 and $—, respectively | 2 | — | (1) | — | | Net change in cash flow hedges, net of tax of $(2), $5, $(23), and $6, respectively | (5) | (34) | 22 | (46) | | Total other comprehensive (loss) income | (3) | 285 | (221) | 286 | | Comprehensive income | 207 | 832 | 259 | 1,350 | | Less: Comprehensive income attributable to non-controlling interests | 65 | — | 65 | — | | Comprehensive income attributable to KDP | $142 | $832 | $194 | $1,350 | The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. **KEURIG DR PEPPER INC.** ### CONDENSED CONSOLIDATED BALANCE SHEETS _(UNAUDITED)_ | (in millions, except share and per share data) | June 30, 2026 | December 31, 2025 | | --- | --- | --- | | Assets | | | | Current assets: | | | | Cash and cash equivalents | $1,517 | $1,026 | | Restricted cash and restricted cash equivalents | 36 | 18 | | Trade accounts receivable, net | 2,423 | 1,671 | | Inventories | 3,857 | 1,733 | | Prepaid expenses and other current assets | 1,628 | 818 | | Total current assets | 9,461 | 5,266 | | Property, plant, and equipment, net | 6,323 | 3,230 | | Equity method investments | 1,733 | 1,660 | | Goodwill | 29,760 | 20,247 | | Intangible assets, net | 38,113 | 23,725 | | Deferred tax assets | 192 | 36 | | Other non-current assets | 2,037 | 1,295 | | Total assets | $87,619 | $55,459 | | Liabilities, convertible preferred stock, and equity | | | | Current liabilities: | | | | Accounts payable | $6,293 | $2,996 | | Accrued expenses | 2,430 | 1,379 | | Structured payables | 1,018 | 25 | | Short-term borrowings and current portion of long-term obligations | 8,394 | 3,105 | | Other current liabilities | 1,604 | 785 | | Total current liabilities | 19,739 | 8,290 | | Long-term obligations | 21,586 | 13,036 | | Deferred tax liabilities | 8,936 | 5,526 | | Other non-current liabilities | 3,712 | 3,091 | | Total liabilities | 53,973 | 29,943 | | Convertible preferred stock, $0.01 par value, 4,500,000 shares authorized, 4,500,000 and 0 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively. Liquidation preference of $4,500 million as of June 30, 2026 | 4,418 | — | | Stockholders' equity: | | | | Preferred stock, $0.01 par value, 10,500,000 shares authorized, no shares issued as of June 30, 2026 and December 31, 2025 | — | — | | Common stock, $0.01 par value, 2,000,000,000 shares authorized, 1,360,776,911 and 1,358,663,795 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively | 14 | 14 | | Additional paid-in capital | 19,808 | 19,778 | | Retained earnings | 5,326 | 5,622 | | Accumulated other comprehensive (loss) income | (116) | 102 | | Total stockholders' equity | 25,032 | 25,516 | | Non-controlling interests | 4,196 | — | | Total equity | 29,228 | 25,516 | | Total liabilities, convertible preferred stock, and equity | $87,619 | $55,459 | The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. **KEURIG DR PEPPER INC.** ### CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS _(UNAUDITED)_ | (in millions) | First Six Months / 2026 | First Six Months / 2025 | | --- | --- | --- | | Operating activities: | | | | Net income | $480 | $1,064 | | Adjustments to reconcile net income to net cash provided by operating activities: | | | | Depreciation expense | 322 | 217 | | Amortization of intangibles | 161 | 68 | | Amortization of inventory step-up | 314 | 15 | | Other amortization expense | 82 | 63 | | Provision for sales returns | 67 | 24 | | Deferred income taxes | (22) | 4 | | Employee stock-based compensation expense | 62 | 45 | | Amortization of deferred financing costs | 109 | 6 | | Loss (gain) on disposal of property, plant, and equipment | 10 | (6) | | Unrealized gain on foreign currency | 48 | (6) | | Unrealized gain on derivatives | (171) | (56) | | Settlements of interest rate contracts | 70 | — | | Earnings of equity method investments | (40) | (27) | | Earned equity from distribution arrangements | (8) | (10) | | Other, net | 10 | (11) | | Changes in assets and liabilities, excluding the effects of business acquisitions: | | | | Trade accounts receivable | 50 | 3 | | Inventories | 133 | (431) | | Income taxes receivable and payable, net | 15 | (86) | | Other current and non-current assets | (324) | (136) | | Accounts payable and accrued expenses | (88) | (93) | | Other current and non-current liabilities | (104) | (7) | | Net change in operating assets and liabilities | (318) | (750) | | Net cash provided by operating activities | 1,176 | 640 | | Investing activities: | | | | Acquisitions of businesses, net of cash acquired | (16,615) | (111) | | Purchases of property, plant, and equipment | (297) | (226) | | Proceeds from sales of property, plant, and equipment | 19 | 13 | | Purchases of intangibles | (4) | (16) | | Other, net | (2) | 62 | | Net cash used in investing activities | $(16,899) | $(278) | The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. **KEURIG DR PEPPER INC.** ### CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS _(UNAUDITED, CONTINUED)_ | (in millions) | First Six Months / 2026 | First Six Months / 2025 | | --- | --- | --- | | Financing activities: | | | | Proceeds from issuance of Notes | $6,108 | $2,000 | | Repayments of Notes | — | (529) | | Net repayment of commercial paper | (232) | (139) | | Proceeds from delayed draw term loan | 3,626 | — | | Repayment of term loan | (405) | (990) | | Net proceeds from issuance of convertible preferred stock | 4,395 | — | | Net proceeds from sale of non-controlling interest | 3,899 | — | | Proceeds from structured payables | 333 | 16 | | Repayments of structured payables | (343) | (26) | | Cash dividends paid to common shareholders | (624) | (625) | | Cash dividends paid to preferred shareholders | (54) | — | | Repurchases of common stock, inclusive of excise tax obligation | — | (9) | | Tax withholdings related to net share settlements | (31) | (28) | | Payments on finance leases | (77) | (63) | | Deferred financing charges paid | (44) | (12) | | Other, net | (5) | (4) | | Net cash provided by (used in) financing activities | 16,546 | (409) | | Cash, cash equivalents, restricted cash, and restricted cash equivalents: | | | | Net change from operating, investing, and financing activities | 823 | (47) | | Effect of exchange rate changes | (314) | 4 | | Beginning balance | 1,044 | 608 | | Ending balance | $1,553 | $565 | | Supplemental cash flow disclosures: | | | | Accrued consideration to untendered shareholders in the JDE Peet's Acquisition | $402 | — | | Capital expenditures included in accounts payable and accrued expenses | 207 | 155 | | Dividends to common shareholders declared but not yet paid | 314 | 312 | | Dividends to Preferred Investors declared but not yet paid | 28 | — | | Cash paid for interest | 349 | 277 | The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. **KEURIG DR PEPPER INC.** ### CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY _(UNAUDITED)_ | (in millions, except per share data) | Common Stock Issued / Shares | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total Stockholders' Equity | Non-Controlling Interests | | | --- | --- | --- | --- | --- | --- | --- | --- | | Balance as of December 31, 2025 | 1,358.7 | $14 | $19,778 | $5,622 | $102 | $25,516 | $25,516 | | Net income | — | — | — | 270 | — | 270 | 270 | | Other comprehensive loss | — | — | — | — | (218) | (218) | (218) | | Dividends declared to common shareholders, $0.23 per share | — | — | — | (312) | — | (312) | (312) | | Shares issued under employee stock-based compensation plans and other | 1.7 | — | — | — | — | — | — | | Tax withholdings related to net share settlements | — | — | (25) | — | — | (25) | (25) | | Stock-based compensation | — | — | 30 | — | — | 30 | 30 | | Sale of non-controlling interest, net of transaction costs and tax effects | — | — | — | — | — | — | 3,921 | | Balance as of March 31, 2026 | 1,360.4 | 14 | 19,783 | 5,580 | (116) | 25,261 | 29,182 | | Net income | — | — | — | 142 | — | 142 | 210 | | Other comprehensive loss | — | — | — | — | — | — | (3) | | Dividends declared to common shareholders, $0.23 per share | — | — | — | (314) | — | (314) | (314) | | Dividends declared to Preferred Investors | — | — | — | (82) | — | (82) | (82) | | Shares issued under employee stock-based compensation plans and other | 0.4 | — | — | — | — | — | — | | Tax withholdings related to net share settlements | — | — | (6) | — | — | (6) | (6) | | Stock-based compensation | — | — | 31 | — | — | 31 | 31 | | Non-controlling interests acquired in business combination | — | — | — | — | — | — | 210 | | Balance as of June 30, 2026 | 1,360.8 | $14 | $19,808 | $5,326 | $(116) | $25,032 | $29,228 | | (in millions, except per share data) | Common Stock Issued / Shares | Common Stock Issued / Amount | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Total Stockholders' Equity | | --- | --- | --- | --- | --- | --- | --- | | Balance as of December 31, 2024 | 1,356.7 | $14 | $19,712 | $4,793 | $(276) | $24,243 | | Net income | — | — | — | 517 | — | 517 | | Other comprehensive income | — | — | — | — | 1 | 1 | | Dividends declared, $0.23 per share | — | — | — | (313) | — | (313) | | Shares issued under employee stock-based compensation plans and other | 1.5 | — | — | — | — | — | | Tax withholdings related to net share settlements | — | — | (23) | — | — | (23) | | Stock-based compensation | — | — | 22 | — | — | 22 | | Balance as of March 31, 2025 | 1,358.2 | $14 | $19,711 | $4,997 | $(275) | $24,447 | | Net income | — | — | — | 547 | — | 547 | | Other comprehensive income | — | — | — | — | 285 | 285 | | Dividends declared, $0.23 per share | — | — | — | (312) | — | (312) | | Shares issued under employee stock-based compensation plans and other | 0.2 | — | — | — | — | — | | Tax withholdings related to net share settlements | — | — | (5) | — | — | (5) | | Stock-based compensation | — | — | 23 | — | — | 23 | | Balance as of June 30, 2025 | 1,358.4 | $14 | $19,729 | $5,232 | $10 | $24,985 | The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. KEURIG DR PEPPER INC. ### NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. General #### ORGANIZATION References in this Quarterly Report on Form 10-Q to "KDP", "we", "us", and "our", refer to Keurig Dr Pepper Inc. and all wholly-owned subsidiaries included in the unaudited condensed consolidated financial statements. Definitions of terms used in this Quarterly Report on Form 10-Q are included within the Master Glossary. This Quarterly Report on Form 10-Q refers to some of our owned or licensed trademarks, trade names, and service marks, which are referred to as our brands. All of the product names included herein are either KDP registered trademarks or those of our licensors. #### BASIS OF PRESENTATION The unaudited condensed consolidated financial statements include the results of operations of JDE Peet's beginning April 1, 2026. Refer to Note 2 for information about the JDE Peet's Acquisition. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete consolidated financial statements. In the opinion of management, all adjustments, consisting principally of normal recurring adjustments, considered necessary for a fair presentation have been included. These unaudited condensed consolidated financial statements should be read in conjunction with our consolidated financial statements and accompanying notes included in our Annual Report. References to the "second quarter" indicate the quarterly periods ended June 30, 2026 and 2025. #### USE OF ESTIMATES The process of preparing our unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires the use of estimates and judgments that affect reported amounts. These estimates and judgments are based on historical experience, future expectations, and other factors and assumptions we believe to be reasonable under the circumstances. These estimates and judgments are reviewed on an ongoing basis and are revised when necessary. Changes in estimates are recorded in the period of change. Actual amounts may differ from these estimates. #### RECLASSIFICATIONS We have reclassified certain prior period amounts within the unaudited Condensed Consolidated Statements of Cash Flows to conform to the current period presentation. These reclassifications had no impact on total cash, cash equivalents, restricted cash, and restricted cash equivalents. KEURIG DR PEPPER INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED, CONTINUED) #### 2. JDE Peet's Acquisition #### OVERVIEW AND TOTAL CONSIDERATION EXCHANGED JDE Peet's is a global coffee and tea company, serving more than 100 markets, with a portfolio of leading brands including Jacobs, L'OR, and Peet's, alongside a collection of local icons. On January 15, 2026, we commenced a tender offer to acquire all of the issued and outstanding ordinary shares of JDE Peet's for a cash offer price of €31.85 per share, without interest. On March 27, 2026, the offer period for the issued and outstanding ordinary shares of JDE Peet's expired, and on April 1, 2026, we acquired substantially all, or 96.22%, of the issued and outstanding ordinary shares of JDE Peet's. The post-closing acceptance period expired on April 13, 2026, and we acquired additional shares on April 15, 2026. Altogether, the total shares acquired represent 97.75% of the issued and outstanding ordinary shares of JDE Peet's. We intend to acquire all remaining outstanding shares. The aggregate cash paid for the tendered shares was approximately €15.1 billion ($17.4 billion). We intend to combine KDP's existing coffee business and the business of JDE Peet's and its subsidiaries to form one of the two independent, US-listed publicly traded companies resulting from the Separation. Under the acquisition method of accounting, total consideration was as follows: | (in millions) | Amount | Amount | | --- | --- | --- | | Net cash consideration paid | $ | $17,430 | | Liability to untendered shareholders(1) | 402 | | | Consideration related to stock-based compensation awards(2) | 104 | | | Settlement of preexisting relationships(3) | (6) | | | Total consideration | $ | $17,930 | (1) Represents the estimated deferred consideration we expect to pay to acquire the remaining 2.25% of outstanding ordinary shares of JDE Peet's not yet acquired at the close of the post-closing acceptance period on April 13, 2026. The estimated deferred consideration has been recorded in Other current liabilities as the remaining shares are expected to be acquired through statutory buy-out proceedings, which grant us the legal right to compel the remaining shareholders to sell their existing shares. These buy-out proceedings have commenced as of June 30, 2026. (2) All unvested JDE Peet's stock-based compensation awards under JDE Peet's employee incentive plans that were granted prior to the signing of the JDE Peet's Acquisition Agreement were accelerated and vested on or prior to the closing of the JDE Peet's Acquisition. The portion of fair value of these accelerated awards that relates to pre-combination service is included in consideration transferred; the remainder is accounted for as post-combination expense. Additionally, between September 2025 and March 2026, JDE Peet's granted a total of 879,750 stock-based compensation awards in the form of RSUs and PSUs. Pursuant to the JDE Peet's Acquisition Agreement, these awards were replaced by KDP RSUs with the same vesting period as the original awards in accordance with applicable “roll-over” provisions in the relevant JDE Peet's employee incentive plans. A portion of the fair value of these awards represents consideration transferred. (3) Represents the carrying value of preexisting balances between KDP and JDE Peet's, which are deemed to approximate fair value. During the first six months of 2026, we completed a series of transactions in order to obtain funding for the consideration of the JDE Peet's Acquisition: - Delayed Draw Term Loan of $3.6 billion. Refer to Note 3 for additional information. - Senior Unsecured Notes of approximately $6 billion. Refer to Note 3 for additional information. - JV Investment of $4 billion. Refer to Note 4 for additional information. - Issuance of Convertible Preferred Stock of $4.5 billion. Refer to Note 5 for additional information. KEURIG DR PEPPER INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED, CONTINUED) #### ALLOCATION OF CONSIDERATION EXCHANGED Our preliminary allocation of consideration exchanged to the assets acquired, liabilities assumed, and non-controlling interests, in the JDE Peet's Acquisition is based on estimated fair values as of the acquisition date and is subject to change as additional information is obtained within the measurement period. The following is a summary of the preliminary allocation of consideration exchanged to the estimated fair values of assets acquired, liabilities assumed, and non-controlling interests, in the JDE Peet's Acquisition as of April 1, 2026: | (in millions) | Fair Value | Fair Value | | --- | --- | --- | | Cash, cash equivalents, restricted cash, and restricted cash equivalents | $ | $913 | | Trade accounts receivable | 885 | | | Inventories(1) | 2,574 | | | Prepaid expenses and other current assets | 593 | | | Property, plant, and equipment(2) | 3,122 | | | Intangible assets(3) | 14,760 | | | Deferred tax assets | 181 | | | Other non-current assets | 911 | | | Accounts payable | (3,875) | | | Accrued expenses | (1,065) | | | Structured payables | (1,008) | | | Short-term borrowings and current portion of long-term obligations(4) | (732) | | | Other current liabilities | (435) | | | Long-term obligations, non-current portion(4) | (4,239) | | | Deferred tax liabilities(5) | (3,565) | | | Other non-current liabilities | (540) | | | Net assets acquired | 8,480 | | | Goodwill | 9,660 | | | Less: non-controlling interests(6) | (210) | | | Total consideration | $ | $17,930 | (1) We preliminarily valued work-in-process and finished goods inventory using a comparative sales method approach, resulting in a step-up of $361 million, of which approximately $314 million was recognized in cost of sales in the second quarter of 2026 as the related inventory was sold during that period. Raw materials were carried at net book value. (2) We preliminarily valued personal property using the cost approach, which is based upon current replacement cost of the asset as newly adjusted for any depreciation attributable to physical, functional and economic factors. We preliminarily assigned personal property a useful life ranging from 4 to 20 years. We preliminarily valued real property using the cost approach and land using the sales comparison approach. We preliminarily assigned real property a useful life between 6 and 52 years. (3) See tabular disclosure of intangible assets other than goodwill below for discussion of preliminary valuation methodologies. (4) For long-term obligations (both current and non-current portions) with observable market trading activity, we preliminarily valued the debt instruments using quoted prices on active markets. For long-term obligations without such markets, we preliminarily valued the debt instruments using a discounted cash flow methodology. Discount rates were generally determined using market yields for instruments with a BBB credit rating, adjusted for estimated company-specific risk. (5) Net deferred tax liabilities represented the expected future tax consequences of temporary differences between the fair values of the assets acquired and liabilities assumed and their tax bases. We used a preliminary consolidated tax rate to determine the net deferred tax liabilities and will record measurement period adjustments as we apply the appropriate tax rate for each jurisdiction within the acquired business. (6) Non-controlling interests were measured using a combination of approaches, including the income approach and the market approach. KEURIG DR PEPPER INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED, CONTINUED) The JDE Peet's Acquisition preliminarily resulted in $9,660 million of goodwill. The preliminary goodwill recognized is attributable to expected synergies from combining our coffee operations with JDE Peet's' global coffee and tea platform, including revenue synergies driven by complementary brand portfolios having exposure to both in-home and away-from-home consumption channels, manufacturing and supply chain optimization, and operational and general and administrative cost synergies. The goodwill also reflects the value of JDE Peet's' assembled workforce, which does not qualify for separate recognition. Management is currently assessing the deductibility of the goodwill created in the JDE Peet's Acquisition for tax purposes. The preliminary allocation of consideration exchanged to intangible assets other than goodwill acquired is as follows: | (in millions) | Weighted Average Estimated Useful Life (in years) | Fair Value | | --- | --- | --- | | Brands with indefinite lives(1) | Indefinite | $9,790 | | Brands with definite lives(1) | 15 | 3,050 | | Customer relationships(2) | 18 | 1,520 | | Acquired technology(3) | 9 | 400 | | Total intangible assets other than goodwill | | $14,760 | ### (1)We preliminarily valued these assets utilizing the multi-period excess earnings method, a form of the income approach. ### (2)We preliminarily valued these assets using the distributor method, a form of the income approach. ### (3)We preliminarily valued these assets utilizing a combination of the income approach and the cost approach. The non-recurring fair value measurements associated with the purchase price allocation include significant unobservable inputs, such as discount rates, projected revenue growth rates, customer attrition rates, and useful life assumptions. Changes in these assumptions could result in changes to our fair value measurements. #### TRANSACTION EXPENSES In connection with the acquisition, the Company incurred acquisition-related costs of $126 million, consisting primarily of legal, advisory, financing, and other transaction costs. These costs were accounted for separately from the business combination and recognized as incurred, with $120 million recognized prior to the acquisition date and $6 million recognized subsequent to the acquisition date, within SG&A expenses. #### PRO FORMA INFORMATION Assuming JDE Peet's had been acquired as of December 31, 2024 and the results of JDE Peet's had been included in KDP’s results of operations beginning on January 1, 2025, the following table provides estimated unaudited pro forma results of operations for the second quarter and first six months of 2026 and 2025 under U.S. GAAP: | (unaudited, in millions) | Second Quarter / 2026 | Second Quarter / 2025 | First Six Months / 2026 | First Six Months / 2025 | | --- | --- | --- | --- | --- | | Net sales | $7,309 | $7,247 | $14,129 | $13,266 | | Net income | 508 | 470 | 735 | 633 | The pro forma amounts above include non-recurring adjustments for the amortization of the inventory step-up, as well as the impacts of transaction costs and post-combination stock-based compensation expenses, and the associated tax effects. Estimated unaudited pro forma information is not necessarily indicative of the results that actually would have occurred had the JDE Peet's Acquisition been completed on the date indicated, or of future operating results. For net sales and earnings of JDE Peet's since the acquisition date, refer to the JDE Peet's segment in Note 10. KEURIG DR PEPPER INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED, CONTINUED) #### 3. Long-term Obligations and Borrowing Arrangements The following table summarizes our long-term obligations: | (in millions) | June 30, 2026 | December 31, 2025 | | --- | --- | --- | | Notes | $24,817 | $13,931 | | Less: current portion of long-term obligations | (3,231) | (895) | | Long-term obligations | $21,586 | $13,036 | The following table summarizes our short-term borrowings and current portion of long-term obligations: | (in millions) | June 30, 2026 | December 31, 2025 | | --- | --- | --- | | Commercial paper notes | $1,978 | $2,210 | | Delayed draw term loan | 3,185 | — | | Current portion of long-term obligations: | | | | Notes | 3,231 | 895 | | Short-term borrowings and current portion of long-term obligations | $8,394 | $3,105 | KEURIG DR PEPPER INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED, CONTINUED) #### SENIOR UNSECURED NOTES | (in millions, except %) | Maturity Date | Rate | June 30, 2026 | December 31, 2025 | | --- | --- | --- | --- | --- | | USD Notes | | | | | | 2026 Notes | September 15, 2026 | 2.550% | $400 | $400 | | 2026-B Notes | November 15, 2026 | Floating(1) | 500 | 500 | | 2027 JDE Peet's Notes(2) | January 15, 2027 | 1.375% | 750 | — | | 2027-B Notes | March 15, 2027 | Floating(1) | 350 | 350 | | 2027-C Notes | March 15, 2027 | 5.100% | 750 | 750 | | 2027 Notes | June 15, 2027 | 3.430% | 500 | 500 | | 2028 Notes | May 15, 2028 | 4.350% | 500 | 500 | | 2028 DPS Merger Notes | May 25, 2028 | 4.597% | 1,112 | 1,112 | | 2029-B Notes | March 15, 2029 | 5.050% | 750 | 750 | | 2029 Maple Notes(3) | March 26, 2029 | 4.750% | 550 | — | | 2029 Notes | April 15, 2029 | 3.950% | 1,000 | 1,000 | | 2030 Notes | May 1, 2030 | 3.200% | 750 | 750 | | 2030-B Notes | May 15, 2030 | 4.600% | 500 | 500 | | 2031 Notes | March 15, 2031 | 2.250% | 500 | 500 | | 2031-B Notes | March 15, 2031 | 5.200% | 500 | 500 | | 2031 Maple Notes(3) | March 26, 2031 | 5.050% | 600 | — | | 2031 JDE Peet's Notes(2) | September 24, 2031 | 2.250% | 500 | — | | 2032 Notes | April 15, 2032 | 4.050% | 850 | 850 | | 2034 Notes | March 15, 2034 | 5.300% | 650 | 650 | | 2035 Notes | May 15, 2035 | 5.150% | 500 | 500 | | 2036 Maple Notes(3) | March 26, 2036 | 5.700% | 700 | — | | 2038 DPS Merger Notes | May 25, 2038 | 4.985% | 211 | 211 | | 2045 Notes | November 15, 2045 | 4.500% | 550 | 550 | | 2046 Notes | December 15, 2046 | 4.420% | 400 | 400 | | 2048 DPS Merger Notes | May 25, 2048 | 5.085% | 391 | 391 | | 2050 Notes | May 1, 2050 | 3.800% | 750 | 750 | | 2051 Notes | March 15, 2051 | 3.350% | 500 | 500 | | 2052 Notes | April 15, 2052 | 4.500% | 1,150 | 1,150 | | 2056 Maple Notes(3) | March 26, 2056 | 6.625% | 700 | — | KEURIG DR PEPPER INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED, CONTINUED) | (in millions, except %) | Maturity Date | Rate | June 30, 2026 | December 31, 2025 | | --- | --- | --- | --- | --- | | EUR Notes | | | | | | 2027 Euro JDE Peet's Notes (€600 million)(2) | December 11, 2027 | Floating(1) | $686 | — | | 2028 Euro JDE Peet's Notes (€600 million)(2) | February 9, 2028 | 0.625% | 686 | — | | 2028 Euro Maple Notes (€600 million)(3) | March 26, 2028 | 3.495% | 683 | — | | 2029 Euro JDE Peet's Notes (€750 million)(2) | January 16, 2029 | 0.500% | 857 | — | | 2030 Euro JDE Peet's Notes (€500 million)(2) | January 23, 2030 | 4.125% | 571 | — | | 2030 Euro Maple Notes (€800 million)(3) | March 26, 2030 | 3.881% | 911 | — | | 2032 Euro Maple Notes (€800 million)(3) | March 26, 2032 | 4.224% | 911 | — | | 2033 Euro JDE Peet's Notes (€500 million)(2) | June 16, 2033 | 1.125% | 571 | — | | 2034 Euro JDE Peet's Notes (€500 million)(2) | January 23, 2034 | 4.500% | 571 | — | | 2035 Euro Maple Notes (€800 million)(3) | March 26, 2035 | 4.728% | 911 | — | | Total | | | | | | Principal amount | | | 25,222 | 14,064 | | Adjustment from principal amount to carrying amount(4) | | | (405) | (133) | | Carrying amount | | | $24,817 | $13,931 | (1) Our USD floating rate notes bear interest at a rate equal to Compounded SOFR (as defined in the respective supplemental indenture) plus a spread of 0.580% and 0.880% for the 2026-B Notes and the 2027-B Notes, respectively. Our EUR floating rate note bears interest at a rate equal to the EURIBOR 3-month rate plus a spread of 0.700%. (2) These notes (together, the JDE Peet's Notes) were issued by JDE Peet's, assumed as part of the JDE Peet's Acquisition, and are guaranteed by Maple, Keurig Dr Pepper Inc., and certain of our subsidiaries that guarantee our other senior indebtedness. The guarantees from Keurig Dr Pepper Inc. and our subsidiaries (other than Maple) will terminate upon the Separation. (3) These notes (together, the Maple Notes) were issued by Maple and are guaranteed by JDE Peet’s, Keurig Dr Pepper Inc., and certain of our subsidiaries that guarantee our other senior indebtedness. The guarantees from Keurig Dr Pepper Inc. and our subsidiaries (other than JDE Peet’s) will terminate upon the Separation. ### (4)The carrying amount includes unamortized discounts, debt issuance costs, and fair value adjustments related to the DPS Merger and the JDE Peet's Acquisition. On March 26, 2026, Maple completed the issuance of the 2029 Maple Notes, 2031 Maple Notes, 2036 Maple Notes, and 2056 Maple Notes, with an aggregate principal amount of $2.55 billion. The discount associated with the notes was approximately $3 million, and we incurred $18 million in debt issuance costs. In addition, Maple completed the issuance of the 2028 Euro Maple Notes, 2030 Euro Maple Notes, 2032 Euro Maple Notes, and 2035 Euro Maple Notes with an aggregate principal amount of €3 billion, and we incurred $20 million in debt issuance costs. The proceeds from the issuance of the Maple Notes were used to partially fund the JDE Peet's Acquisition and to pay related fees and expenses in connection with the JDE Peet's Acquisition and related transactions. On May 21, 2026, JDE Peet's agreed to fully and unconditionally guarantee, on a joint and several basis with Keurig Dr Pepper Inc. and certain of our other subsidiaries that guarantee our other senior indebtedness, the obligations of Maple in respect of the Maple Notes and the Delayed Draw Term Loan Agreement, and to fully and unconditionally guarantee, on a joint and several basis with Maple and certain of our subsidiaries that guarantee our other senior indebtedness, KDP’s obligations in respect of the KDP Notes and the revolving credit facility, with JDE Peet's’ guarantees of the KDP Notes and the revolving credit facility automatically terminating upon the Separation. KEURIG DR PEPPER INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED, CONTINUED) #### VARIABLE-RATE BORROWING ARRANGEMENTS #### Delayed Draw Term Loan Agreement The Delayed Draw Term Loan Agreement provides for a 364-day senior unsecured term loan facility in an aggregate amount not to exceed €10.35 billion, the proceeds of which may be used to fund the JDE Peet's Acquisition, as well as related fees and expenses. Borrowings under the Delayed Draw Term Loan Agreement bear interest at a rate per annum equal to EURIBOR plus a margin of 0.750% to 1.750% depending on the rating of certain of our index debt. The undrawn commitments under the facility are subject to a commitment fee which commenced on December 23, 2025, at a per annum rate of 0.060% to 0.200% depending on the rating of certain of our index debt. On March 6, 2026, we entered into an amendment to the Delayed Draw Term Loan Agreement with Maple, the guarantors party thereto, the lenders party thereto and Morgan Stanley Senior Funding, Inc. as administrative agent. Maple joined and became a party to the Delayed Draw Term Loan Agreement as a borrower, and agreed to be jointly and severally liable, together with KDP, for all obligations of KDP and Maple under the Delayed Draw Term Loan Agreement. In addition, the amendment extends the maturity of €2.60 billion of the facility to the date that is 15 months from the date of initial funding under the Delayed Draw Term Loan Agreement. The maturity of the remaining €7.75 billion of the facility was not modified. Upon the completion of the Separation, KDP shall be automatically released from the Delayed Draw Term Loan Agreement and all of its obligations and liabilities thereunder will automatically terminate. Following the Separation, Maple will be the sole borrower under the Delayed Draw Term Loan Agreement. In the first quarter of 2026, the Delayed Draw Term Loan Agreement facility was reduced by approximately €6.464 billion as a result of the issuance of the Maple Notes and the completion of the Preferred Investment and the JV Investment. On March 30, 2026, we borrowed €3.15 billion under the facility. During the second quarter of 2026, we repaid €349 million of the Delayed Draw Term Loan. As of June 30, 2026, we had €2.8 billion outstanding under the facility, and €736 million remained available and undrawn. The weighted average interest rates on these borrowings were 3.574% and 3.572% for the second quarter and first six months of 2026, respectively. As of June 30, 2026, we were in compliance with all covenants with respect to the Delayed Draw Term Loan Agreement. #### Bridge Credit Agreement The Bridge Credit Agreement provided for a 364-day senior unsecured bridge loan facility in an aggregate amount not to exceed €5.85 billion. On March 30, 2026, we terminated the Bridge Credit Agreement. We had no outstanding loan balances as of the termination date. #### Revolving Credit Agreement The following table summarizes information about the 2025 Revolving Credit Agreement: | (in millions) | Maturity Date | Capacity | Amounts Outstanding / June 30, 2026 | Amounts Outstanding / December 31, 2025 | | --- | --- | --- | --- | --- | | 2025 Revolving Credit Agreement(1) | March 31, 2030 | $4,300 | — | — | (1) The 2025 Revolving Credit Agreement has a $200 million letter of credit limit, with none utilized as of June 30, 2026. As of June 30, 2026, we were in compliance with all covenants with respect to the 2025 Revolving Credit Agreement. #### Commercial Paper Program | (in millions, except %) | Second Quarter / 2026 | Second Quarter / 2025 | First Six Months / 2026 | First Six Months / 2025 | | --- | --- | --- | --- | --- | | Weighted average commercial paper borrowings | $2,529 | $2,317 | $2,489 | $2,498 | | Weighted average borrowing rates | 4.38% | 4.67% | 4.20% | 4.65% | KEURIG DR PEPPER INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED, CONTINUED) #### Other Facilities In addition to the portion of the 2025 Revolving Credit Agreement reserved for issuance of letters of credit, we have an incremental uncommitted letter of credit facility. As of June 30, 2026, $150 million was available for the issuance of letters of credit under this facility, $63 million of which was utilized. We also have a variety of other uncommitted liquidity facilities available to us as of June 30, 2026. #### FAIR VALUE DISCLOSURES The fair values of our commercial paper and delayed draw term loan approximate the carrying values and are considered Level 2 within the fair value hierarchy. The fair values of our Notes are based on current market rates available to us and are considered Level 2 within the fair value hierarchy. The difference between the fair value and the carrying value represents the theoretical net premium or discount that would be paid or received to retire all of the Notes and related unamortized costs to be incurred at such date. The fair value of our Notes was $24,025 million and $13,196 million as of June 30, 2026 and December 31, 2025, respectively. #### 4. Pod Manufacturing JV On March 30, 2026, we completed the JV Investment. We contributed the Coffee Production Assets, as well as certain of our related coffee assets (including sales and distribution) in Canada to the Pod Manufacturing JV, and the JV Investors contributed $4 billion in cash through the JV Investor Partner, in exchange for a 49% interest in the Pod Manufacturing JV. The remaining 51% ownership interest remains under our ownership. We incurred $101 million in transaction costs associated with the JV Investment. #### GOVERNANCE The JV LP Agreement sets forth each partner's rights and responsibilities with respect to the Pod Manufacturing JV, including with respect to the JV Committee (a majority of which will be appointed by us); certain unanimous approval rights in favor of the JV Investor Partner; mechanisms for capital contributions to be made to the Pod Manufacturing JV; limitations on transfers by the partners; a call right exercisable by us during the period from approximately 8 to 15 years following the closing, as well as an early call right exercisable prior to such period, subject to certain conditions; a conversion right exercisable by the JV Investor Partner approximately 15 years following the closing whereby the JV Investor Partner may elect to convert its interest in the Pod Manufacturing JV into shares of KDP, subject to certain conditions being met as described in the JV LP Agreement, or following the Separation, the separated coffee business; and certain redemption obligations of Pod Manufacturing JV in the event of a change of control transaction. #### DISTRIBUTIONS The JV LP Agreement also sets forth distribution mechanics pursuant to which the Pod Manufacturing JV will make quarterly distributions of available cash to its partners subject to certain limitations, including for operating costs and reserves. KDP has full and sole discretion to declare distributions. Distributions to the JV Investor Partner are in proportion to its ownership interest; however, during the first five years following the closing, the distributions to the JV Investor Partner will be targeted so that the JV Investor Partner receives an internal rate of return of 6.375% on its invested capital, with any remaining available cash distributed to the other partners or all partners, at the discretion of the JV Committee. There were no distributions declared or paid during the first six months of 2026. #### PRESENTATION The JV Investment was accounted for as a sale of interest in a subsidiary without a loss of control. We recorded a $4 billion increase in Non-controlling interests on our unaudited Condensed Consolidated Balance Sheets and a subsequent $101 million decrease in the non-controlling interest related to transaction costs incurred. The non-controlling interest is presented net of tax effects of $22 million. The Pod Manufacturing JV is a VIE which we are required to consolidate as we are the primary beneficiary. Net earnings attributable to the JV Investors were $64 million for the second quarter and first six months of 2026 and are included in Net income attributable to non-controlling interests in the unaudited Condensed Consolidated Statements of Income. KEURIG DR PEPPER INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED, CONTINUED) ### 5. Convertible Preferred Stock On March 30, 2026, we completed the Preferred Investment. We issued and sold 4.5 million shares of our Convertible Preferred Stock, with a par value of $0.01 per share, to the Preferred Investors for a purchase price of $1,000 per share, or an aggregate of $4,500 million. We incurred issuance costs associated with the Preferred Investment of $105 million. #### VOTING RIGHTS The holders of the Convertible Preferred Stock are entitled to vote on an as-converted equivalent basis along with holders of our common stock. #### DIVIDENDS AND DISTRIBUTIONS The Convertible Preferred Stock ranks senior to our common stock with respect to dividend and distribution on liquidation rights. The Convertible Preferred Stock has a liquidation preference of $1,000 per share. The holders of the Convertible Preferred Stock are entitled to preferred dividends at a rate of 4.75% per annum, subject to increase in certain cases, and to participate in dividends paid to holders of our common stock on an as-converted basis, provided that any such dividends received on an as-converted basis will reduce, on a dollar-for-dollar basis, the next dividend that holders are entitled to receive on the Convertible Preferred Stock. Dividends on the Convertible Preferred Stock will be paid in cash. We may choose to defer payment of all or part of any dividends due on the Convertible Preferred Stock; however, we will accrue additional dividends until paid in cash and we will not be able to declare or pay any dividends on or make repurchases of our common stock, subject to certain conditions. During the second quarter of 2026, we declared and paid preferred dividends of $54 million. We also declared $28 million of common dividends to the Preferred Investors, which were accrued but not yet paid as of June 30, 2026, and will be used to reduce the preferred dividend in the next quarter. Refer to Note 6 for the impacts of the Convertible Preferred Stock on EPS. #### CONVERSION The Convertible Preferred Stock, plus the value of any unpaid dividends, is convertible into shares of our common stock, at our election or, in certain specified circumstances, the election of the Preferred Investors, at an initial conversion price of $37.25 (which will be subject to anti-dilution adjustments, as well as an adjustment in the event that we complete the Separation). Holders may convert up to, in the aggregate, 50% of the Convertible Preferred Stock allocated among such holders and their permitted transferees pro rata at any time, and may convert the remainder following the earliest of the closing of the Separation, the 18-month anniversary of the issuance of the Convertible Preferred Stock, upon foreclosure by a lender under a bona fide loan or other financing arrangement or the 12-month anniversary of any initial public offering of the remaining beverage business if the Separation has not yet occurred. At any time after March 30, 2029, we may require the Convertible Preferred Stock to be converted if the closing price per share of our common stock exceeds 150% of the conversion price then in effect for at least twenty trading days in any period of thirty consecutive trading days. #### REDEMPTION We will have the right, but not the obligation, to redeem the Convertible Preferred Stock anytime on or after March 30, 2033, in cash, at the optional redemption price as defined in the Certificate of Designations. The Convertible Preferred Stock is classified as mezzanine equity in our Condensed Consolidated Balance Sheets as the Convertible Preferred Stock may be redeemable at the option of the shareholders in the event of certain fundamental changes which are not solely within our control. We are not required to adjust the carrying value of the Convertible Preferred Stock to the current redemption value, as such fundamental changes were not probable as of June 30, 2026. KEURIG DR PEPPER INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED, CONTINUED) ### 6. Earnings Per Share Basic EPS reflects net income attributable to common stockholders after consideration of participating securities. The Convertible Preferred Stock is a participating security for purposes of calculating EPS. The Preferred Investors are entitled to participate in dividends declared or paid on the common shares on an as-converted basis (provided that any such dividends on the common stock on an as-converted basis received by Preferred Investors will reduce, on a dollar-for-dollar basis, the next preferred dividend such Preferred Investors are entitled to otherwise receive), and therefore, beginning in the second quarter of 2026, net income attributable to common shareholders is computed under the two-class method. The following table presents our basic and diluted EPS and shares outstanding: | (in millions, except per share data) | Second Quarter / 2026 | Second Quarter / 2025 | First Six Months / 2026 | First Six Months / 2025 | | --- | --- | --- | --- | --- | | Net income attributable to KDP | $142 | $547 | $412 | $1,064 | | Less: Net income allocated to Preferred Investors(1) | 82 | — | 82 | — | | Net income attributable to common shareholders | $60 | $547 | $330 | $1,064 | | Weighted average common shares outstanding | 1,360.6 | 1,358.3 | 1,359.9 | 1,357.7 | | Dilutive effect of stock-based awards | 3.9 | 4.5 | 4.3 | 4.9 | | Weighted average common shares outstanding and common stock equivalents | 1,364.5 | 1,362.8 | 1,364.2 | 1,362.6 | | Basic EPS | $0.04 | $0.40 | $0.24 | $0.78 | | Diluted EPS | 0.04 | 0.40 | 0.24 | 0.78 | | Anti-dilutive shares excluded from the diluted weighted average shares outstanding calculation | 1.6 | 0.4 | 2.1 | 0.4 | (1) For the periods presented, the preferred dividend rate was determined to be the greater amount used to determine the net income allocated to the Preferred Investors. ### 7. Goodwill and Intangible Assets #### GOODWILL Changes in the carrying amount of goodwill by reportable segment are as follows: | (in millions) | U.S. Refreshment Beverages | U.S. Coffee | KDP International | JDE Peet's | Total | | --- | --- | --- | --- | --- | --- | | Balance as of December 31, 2025 | $8,870 | $8,622 | $2,755 | — | $20,247 | | Acquisition(1) | — | — | — | 9,660 | 9,660 | | Foreign currency translation | — | — | (60) | (87) | (147) | | Balance as of June 30, 2026 | $8,870 | $8,622 | $2,695 | $9,573 | $29,760 | (1) Amount represents the preliminary goodwill recorded as a result of the JDE Peet's Acquisition. Refer to Note 2 for additional information. KEURIG DR PEPPER INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED, CONTINUED) #### INTANGIBLE ASSETS OTHER THAN GOODWILL The net carrying amounts of intangible assets other than goodwill are as follows: | (in millions) | June 30, 2026 / Gross Amount | June 30, 2026 / Accumulated Amortization | June 30, 2026 / Net Amount | December 31, 2025 / Gross Amount | December 31, 2025 / Accumulated Amortization | December 31, 2025 / Net Amount | | --- | --- | --- | --- | --- | --- | --- | | Intangible assets with definite lives: | | | | | | | | Brands(1) | $3,092 | $(94) | $2,998 | $76 | $(40) | $36 | | Customer relationships(1) | 2,177 | (339) | 1,838 | 683 | (301) | 382 | | Acquired technology(1) | 1,541 | (742) | 799 | 1,146 | (694) | 452 | | Distribution rights | 162 | (48) | 114 | 162 | (35) | 127 | | Contractual arrangements | 146 | (35) | 111 | 146 | (30) | 116 | | Trade names | 126 | (126) | — | 126 | (126) | — | | Other | 25 | (3) | 22 | 25 | (3) | 22 | | Total intangible assets with definite lives | $7,269 | $(1,387) | $5,882 | $2,364 | $(1,229) | $1,135 | | Intangible assets with indefinite lives: | | | | | | | | Brands(1) | | | $29,632 | | | $19,993 | | Trade names | | | 2,478 | | | 2,478 | | Distribution rights | | | 121 | | | 119 | | Total intangible assets with indefinite lives | | | 32,231 | | | 22,590 | | Total intangible assets, net | | | $38,113 | | | $23,725 | (1) We recorded additional preliminary intangible assets other than goodwill as a result of the JDE Peet's Acquisition. Refer to Note 2 for additional information on the amounts recorded by asset class. Amortization expense for intangible assets with definite lives was as follows: | (in millions) | Second Quarter / 2026 | Second Quarter / 2025 | First Six Months / 2026 | First Six Months / 2025 | | --- | --- | --- | --- | --- | | Amortization expense | $124 | $34 | $161 | $68 | ### 8. Risk Management and Financial Instruments We are exposed to market risks arising from adverse changes in interest rates, FX rates, and commodity prices. We manage these risks through a variety of strategies, including the use of interest rate contracts, cross-currency interest rate contracts, FX forward contracts, commodity forward, future, swap, and option contracts, supplier pricing agreements, and other non-derivative financial instruments. We do not hold or issue derivative financial instruments for trading or speculative purposes. All derivative instruments are recorded on a gross basis, including those subject to master netting arrangements. We formally designate and account for certain interest rate contracts and FX forward contracts that meet established accounting criteria under U.S. GAAP as cash flow hedges. For such contracts, the effective portion of the gain or loss on the derivative instruments is recorded, net of applicable taxes, in AOCI. When net income is affected by the variability of the underlying transaction, the applicable offsetting amount of the gain or loss from the derivative instrument deferred in AOCI is reclassified to net income. Cash flows from derivative instruments designated in a qualifying hedging relationship are classified in the same category as the cash flows from the hedged items. KEURIG DR PEPPER INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED, CONTINUED) We also formally designate certain of our foreign-denominated debt instruments that meet the established accounting criteria under U.S. GAAP as net investment hedges. For such designated instruments, the effective portion of the FX translation gains or losses on the foreign-denominated debt is recorded in foreign currency translation adjustments in AOCI, and will remain in AOCI until the net investment in the foreign operation is sold or otherwise disposed of. Any ineffective portion of the hedge is recognized in earnings in the period in which it arises. We use the spot method to assess the effectiveness of our net investment hedges. If a cash flow hedge or net investment hedge were to cease to qualify for hedge accounting, or were terminated, the derivatives would continue to be carried on the balance sheet at fair value until settled, and hedge accounting would be discontinued prospectively. If the underlying hedged transaction ceases to exist, any associated amounts reported in AOCI would be reclassified to earnings at that time. For derivatives that are not designated or for which the designated hedging relationship is discontinued, the gain or loss on the instrument is recognized in earnings in the period of change. We have exposure to credit losses from derivative instruments in an asset position in the event of nonperformance by the counterparties to the agreements. Historically, we have not experienced material credit losses as a result of counterparty nonperformance. We select and periodically review counterparties based on credit ratings, limit our exposure to a single counterparty under defined guidelines, and monitor the market position of the programs upon execution of a hedging transaction and at least on a quarterly basis. #### INTEREST RATE RISK #### Economic Hedges We are exposed to interest rate risk related to our borrowing arrangements and obligations. We enter into interest rate contracts to provide predictability in our overall cost structure and to manage the balance of fixed-rate and variable-rate debt. We primarily enter into receive-fixed, pay-variable and receive-variable, pay-fixed swaps, and swaption contracts. A natural hedging relationship exists in which changes in the fair value of the instruments act as an economic offset to changes in the fair value of the underlying items. Changes in the fair value of these instruments are recorded in earnings throughout the term of the derivative instrument and are generally reported in Interest expense, net in the unaudited Condensed Consolidated Statements of Income. As of June 30, 2026, economic interest rate derivative instruments have maturities ranging from September 2031 to November 2046. #### Cash Flow Hedges From time to time, we designate certain interest rate contracts as cash flow hedges in order to manage the exposures resulting from changes in interest rates as described above. In the fourth quarter of 2025 and the first quarter of 2026, we entered into forward starting swaps with an aggregate notional of approximately $3.5 billion and designated them as cash flow hedges. In March 2026, we terminated these contracts and issued the related Maple Notes, as described in Note 3. Upon termination, we received approximately $70 million to settle the contracts with the counterparties, which was recorded to accumulated other comprehensive income and will be amortized to interest expense over the respective terms of the Maple Notes. We had no designated interest rate contracts outstanding as of June 30, 2026. #### FOREIGN EXCHANGE RISK We are exposed to FX risk in our foreign subsidiaries and with certain counterparties in foreign jurisdictions, which may transact in currencies that are different from the functional currencies of our legal entities. Additionally, the balance sheets of these subsidiaries are subject to exposure from movements in exchange rates. #### Economic Hedges We hold FX forward contracts and cross-currency interest rate contracts to economically manage the balance sheet exposures resulting from changes in the FX rates described above. The intent of these FX contracts is to minimize the impact of FX risk associated with balance sheet positions not in local currency. In these cases, a hedging relationship exists in which changes in the fair value of the instruments act as an economic offset to changes in the fair value of the underlying items. KEURIG DR PEPPER INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED, CONTINUED) Changes in the fair value of these instruments are recorded in earnings throughout the term of the derivative instrument and are reported in Other expense (income) in the unaudited Condensed Consolidated Statements of Income as the associated risk. As of June 30, 2026, these FX contracts have maturities ranging from July 2026 to February 2034. Additionally, in order to complete the JDE Peet's Acquisition on April 1, 2026, we had significant Euro-denominated cash outflows, as described in Note 2. We entered into FX forward contracts in 2025 and 2026 to reduce our exposure to exchange rate fluctuations associated with the acquisition consideration and related financing. As of June 30, 2026, all of these contracts were settled. #### Cash Flow Hedges We designate certain FX forward contracts as cash flow hedges in order to manage the exposures resulting from changes in the FX rates described above. These designated FX forward contracts relate to forecasted inventory purchases in U.S. dollars of our foreign subsidiaries. The intent of these FX contracts is to provide predictability in our overall cost structure. As of June 30, 2026, these FX contracts have maturities ranging from July 2026 to October 2027. #### Net Investment Hedges We designate certain of our Euro-denominated debt instruments as net investment hedges in order to manage the exposure of our investments in certain of our subsidiaries resulting from changes in the FX rates described above. The intent of these hedges is to offset the impact of changes in the FX rate on our consolidated financial statements. During the second quarter of 2026, we designated certain of our Euro Maple Notes, which have maturities from 2028 to 2035, as well as borrowings under our Delayed Draw Term Loan Agreement, as net investment hedges of our investment in a Euro functional currency subsidiary. As of June 30, 2026, the notional amount of our Euro-denominated debt designated as net investment hedges was $6,601 million. We recognized $69 million of gains in other comprehensive income related to these hedges during the second quarter and first six months of 2026. We did not reclassify any gains or losses related to net investment hedges from AOCI into the unaudited Condensed Consolidated Statements of Income or record any ineffectiveness during the periods presented. #### COMMODITY PRICE RISK #### Economic Hedges We centrally manage the exposure to volatility in the prices of certain commodities used in our production process and transportation through various derivative contracts. We generally hold some combination of future, swap, and option contracts that economically hedge certain risks. In these cases, a hedging relationship exists in which changes in the fair value of the instruments act as an economic offset to changes in the fair value of the underlying items or as an offset to certain costs of production. Changes in the fair value of these instruments are recorded in earnings throughout the term of the derivative instrument and are reported in the same line item of the unaudited Condensed Consolidated Statements of Income as the hedged transaction. Unrealized gains and losses are recognized as a component of unallocated corporate costs until our reportable segments are affected by the completion of the underlying transaction, at which time the gain or loss is reflected as a component of the respective segment's income from operations. As of June 30, 2026, these commodity contracts have maturities ranging from July 2026 to January 2028. KEURIG DR PEPPER INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED, CONTINUED) #### NOTIONAL AMOUNTS OF DERIVATIVE INSTRUMENTS The following table presents the notional amounts of our outstanding derivative instruments by type: | (in millions) | June 30, 2026 | December 31, 2025 | | --- | --- | --- | | Interest rate contracts | | | | Pay-variable interest rate swaps, not designated as hedging instruments | $2,014 | — | | Forward starting swaps, not designated as hedging instruments | — | 2,300 | | Forward starting swaps, designated as cash flow hedges | — | 1,500 | | FX contracts | | | | Forward contracts, not designated as hedging instruments | 3,796 | 12,436 | | Forward contracts, designated as cash flow hedges | 1,351 | 597 | | Cross-currency pay-fixed interest rate swaps, not designated as hedging instruments | 1,252 | — | | Commodity contracts, not designated as hedging instruments(1) | 1,102 | 595 | (1) Notional value for commodity contracts is calculated as the expected volume times strike price per unit on a gross basis. #### FAIR VALUE OF DERIVATIVE INSTRUMENTS The fair values of interest rate contracts, FX forward contracts, cross-currency interest rate contracts, and commodity contracts are determined based on inputs that are readily available in public markets or can be derived from information available in publicly quoted markets. The fair values of commodity contracts are valued using the market approach based on observable market transactions, primarily underlying commodities futures or physical index prices, at the reporting date. Interest rate contracts are valued using models based primarily on readily observable market parameters, such as SOFR and EURIBOR forward rates, for all substantial terms of our contracts and credit risk of the counterparties. FX forward contracts are valued using quoted FX forward rates at the reporting date. Therefore, we have categorized these contracts as Level 2. KEURIG DR PEPPER INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED, CONTINUED) #### Not Designated as Hedging Instruments The following table summarizes the location of the fair value of our derivative instruments which are not designated as hedging instruments within the unaudited Condensed Consolidated Balance Sheets. All such instruments are considered Level 2 within the fair value hierarchy. | (in millions) | Balance Sheet Location | June 30, 2026 | December 31, 2025 | | --- | --- | --- | --- | | Assets: | | | | | FX contracts | Prepaid expenses and other current assets | $63 | $5 | | Cross-currency interest rate contracts | Prepaid expenses and other current assets | 9 | — | | Commodity contracts | Prepaid expenses and other current assets | 102 | 47 | | Interest rate contracts | Other non-current assets | 1 | — | | Commodity contracts | Other non-current assets | 9 | 3 | | Liabilities: | | | | | Interest rate contracts | Other current liabilities | 21 | 16 | | FX contracts | Other current liabilities | 65 | 38 | | Cross-currency interest rate contracts | Other current liabilities | 33 | — | | Commodity contracts | Other current liabilities | 37 | 9 | | Interest rate contracts | Other non-current liabilities | 379 | 381 | | Cross-currency interest rate contracts | Other non-current liabilities | 30 | — | | Commodity contracts | Other non-current liabilities | 5 | 23 | #### Designated as Hedging Instruments The following table summarizes the location of the fair value of our derivative instruments which are designated as hedging instruments within the unaudited Condensed Consolidated Balance Sheets. All such instruments are considered Level 2 within the fair value hierarchy. | (in millions) | Balance Sheet Location | June 30, 2026 | December 31, 2025 | | --- | --- | --- | --- | | Assets: | | | | | FX contracts | Prepaid expenses and other current assets | $11 | $2 | | FX contracts | Other non-current assets | 14 | 1 | | Interest rate contracts | Other non-current assets | — | 37 | | Liabilities: | | | | | FX contracts | Other current liabilities | 8 | 16 | | Interest rate contracts | Other current liabilities | — | 2 | KEURIG DR PEPPER INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED, CONTINUED) #### IMPACT OF DERIVATIVE INSTRUMENTS NOT DESIGNATED AS HEDGING INSTRUMENTS The following table presents the amount of losses (gains), net, recognized in the unaudited Condensed Consolidated Statements of Income related to derivative instruments not designated as hedging instruments under U.S. GAAP during the periods presented. Amounts include both realized and unrealized gains and losses. | (in millions) | Income Statement Location | Second Quarter / 2026 | Second Quarter / 2025 | First Six Months / 2026 | First Six Months / 2025 | | --- | --- | --- | --- | --- | --- | | Interest rate contracts | Interest expense, net | $(5) | $(2) | $(4) | $(34) | | FX contracts | Cost of sales | (1) | (2) | — | (3) | | FX contracts | Other (income) expense, net | (28) | 11 | 86 | 14 | | Cross-currency interest rate contracts | Other (income) expense, net | (9) | — | (9) | — | | Commodity contracts | Cost of sales | (28) | (10) | (73) | (27) | | Commodity contracts | SG&A expenses | 11 | 2 | (58) | — | #### IMPACT OF CASH FLOW HEDGES The following table presents the amount of net (gains) losses reclassified from AOCI into the unaudited Condensed Consolidated Statements of Income related to derivative instruments designated as cash flow hedging instruments: | (in millions) | Income Statement Location | Second Quarter / 2026 | Second Quarter / 2025 | First Six Months / 2026 | First Six Months / 2025 | | --- | --- | --- | --- | --- | --- | | Interest rate contracts | Interest expense, net | $(6) | $(4) | $(9) | $(7) | | FX contracts | Cost of sales | 6 | (8) | 9 | (13) | We expect to reclassify approximately $22 million of pre-tax net gains and $16 million of pre-tax net gains from AOCI into net income during the next twelve months related to interest rate contracts and FX contracts, respectively. ### 9. Leases #### LESSEE The following table presents the components of lease cost: | (in millions) | Second Quarter / 2026 | Second Quarter / 2025 | First Six Months / 2026 | First Six Months / 2025 | | --- | --- | --- | --- | --- | | Operating lease cost | $72 | $46 | $117 | $90 | | Finance lease cost | | | | | | Amortization of right-of-use assets | 33 | 28 | 63 | 56 | | Interest on lease liabilities | 12 | 9 | 24 | 18 | | Variable lease cost(1) | 12 | 9 | 22 | 18 | | Short-term lease cost | 4 | — | 4 | — | | Total lease cost | $133 | $92 | $230 | $182 | (1) Variable lease cost primarily consists of common area maintenance costs, property taxes, and adjustments for inflation. KEURIG DR PEPPER INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED, CONTINUED) The following tables present supplemental information about our leases: | (in millions) | Balance Sheet Location | June 30, 2026 | December 31, 2025 | | --- | --- | --- | --- | | Assets: | | | | | Operating lease right-of-use assets | Other non-current assets | $1,107 | $845 | | Finance lease right-of-use assets(1) | Property, plant, and equipment, net | 1,030 | 919 | | Liabilities: | | | | | Operating lease liability | Other current liabilities | 210 | 127 | | Finance lease liability | Other current liabilities | 191 | 179 | | Operating lease liability | Other non-current liabilities | 951 | 764 | | Finance lease liability | Other non-current liabilities | 835 | 745 | (1) Amounts are presented net of accumulated amortization of $485 million and $426 million as of June 30, 2026 and December 31, 2025, respectively. | (in millions) | First Six Months / 2026 | First Six Months / 2025 | | --- | --- | --- | | Cash paid for amounts included in the measurement of lease liabilities: | | | | Operating cash flows from operating leases | $108 | $85 | | Operating cash flows from finance leases | 24 | 18 | | Financing cash flows from finance leases | 77 | 63 | | Right-of-use assets obtained in exchange for lease obligations: | | | | Operating leases(1) | 82 | 21 | | Finance leases | 133 | 92 | (1) Includes impacts from operating lease modifications of $26 million during the quarter ended June 30, 2026. The following table presents information about our weighted average discount rate and remaining lease term: | Line item | June 30, 2026 | December 31, 2025 | | --- | --- | --- | | Weighted average discount rate | | | | Operating leases | 4.2% | 5.3% | | Finance leases | 4.8% | 4.8% | | Weighted average remaining lease term | | | | Operating leases | 8 years | 8 years | | Finance leases | 9 years | 9 years | KEURIG DR PEPPER INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED, CONTINUED) #### Schedule of Future Minimum Lease Payments Future minimum lease payments for non-cancelable leases that have commenced and are reflected in the unaudited Condensed Consolidated Balance Sheets as of June 30, 2026 were as follows: | (in millions) | Operating Leases | Finance Leases | | --- | --- | --- | | Remainder of 2026 | $122 | $137 | | 2027 | 243 | 166 | | 2028 | 192 | 153 | | 2029 | 166 | 143 | | 2030 | 146 | 130 | | 2031 | 121 | 103 | | Thereafter | 430 | 407 | | Total future minimum lease payments | 1,420 | 1,239 | | Less: imputed interest | (259) | (213) | | Present value of minimum lease payments | $1,161 | $1,026 | #### Significant Leases that Have Not Yet Commenced As of June 30, 2026, we have entered into leases that have not yet commenced with estimated aggregated future lease payments of approximately $239 million. These leases will commence between 2026 and 2028, with initial lease terms ranging from 2 years to 15 years. #### LESSOR We lease coffee machines to customers under contractual arrangements that are primarily recognized as operating lease arrangements. Sales-type leases are immaterial. Lease revenue represented less than 1% of our consolidated net sales for all periods presented. KEURIG DR PEPPER INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED, CONTINUED) ### 10. Segments Our four operating and reportable segments are described below. The U.S. Refreshment Beverages, U.S. Coffee, and KDP International operating and reportable segments remain unchanged as a result of the JDE Peet’s Acquisition. The JDE Peet's segment reflects the operations of JDE Peet's, which was acquired on April 1, 2026. - The U.S. Refreshment Beverages segment reflects sales in the U.S. from the manufacture and distribution of branded concentrates, syrups, finished beverages, and other consumables, including the sales of our own brands and third-party brands, to third-party bottlers, distributors, and retailers. - The U.S. Coffee segment reflects sales in the U.S. from the manufacture and distribution of finished goods relating to our K-Cup pods, single serve brewers and accessories, and other coffee products, to partners, retailers, and directly to consumers through the Keurig.com website. - The KDP International segment reflects sales in international markets, including the following: - Sales in Canada, Mexico, the Caribbean, and other international markets from the manufacture and distribution of branded concentrates, syrups, and finished beverages, including sales of our own brands and third-party brands, to third-party bottlers, distributors, and retailers. - Sales in Canada from the manufacture and distribution of finished goods relating to our single serve brewers, K-Cup pods, and other coffee products. - The JDE Peet's segment reflects sales from the manufacture and distribution of coffee, tea, and other products globally, including the following: - Sales from the manufacture and distribution of single serve, ground, instant, and whole bean coffee, as well as related products, including tea and cocoa, from owned brands, partner brands, and private label owners. - Sales of whole bean coffee, beverages, tea, and related products through retail, e-commerce, and licensed stores. - Sales from away-from-home activities, providing hot beverage solutions and related services to businesses and institutions. Segment results are based on management reports provided to Tim Cofer, our CEO and CODM. Net sales and income from operations are the significant financial measures used to assess the operating performance of our operating segments. The CODM periodically monitors our actual results and remaining forecast versus our annual budget for these financial measures, and this information is used to assess performance of the reportable segments, determine the payout of short-term incentive plan compensation, and to establish management's base salaries. Intersegment sales are recorded at cost and are eliminated in the unaudited Condensed Consolidated Statements of Income. We have not provided disclosures of intersegment sales or total assets for each reportable segment, as our CODM does not review and is not provided with this information. "Other segment expense (income)" includes Other operating expense (income), net, as well as other financial statement captions for infrequent charges, such as impairment of goodwill or intangible assets, used to arrive at "Income from operations - reportable segments". "Unallocated corporate costs" are excluded from our measurement of segment performance and include unrealized commodity derivative gains and losses and certain general corporate expenses. JDE Peet's segment results contain certain corporate costs directly attributable to the JDE Peet's segment in SG&A expenses and Other segment expense (income). KEURIG DR PEPPER INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED, CONTINUED) Information about our operations and significant expenses by reportable segment is as follows: | (in millions) / Second Quarter of 2026 | U.S. Refreshment Beverages | U.S. Coffee | KDP International | JDE Peet's(1) | Total | | --- | --- | --- | --- | --- | --- | | Net sales | $2,925 | $918 | $664 | $2,802 | $7,309 | | Cost of sales | 1,225 | 564 | 342 | 2,084 | | | SG&A expenses | 843 | 159 | 170 | 785 | | | Other segment expense (income) | — | 46 | — | (5) | | | Income (loss) from operations - reportable segments | $857 | $149 | $152 | $(62) | $1,096 | | Unallocated corporate costs | | | | | (468) | | Income from operations | | | | | 628 | | Interest expense, net | | | | | 336 | | Other income, net | | | | | (13) | | Income before provision for income taxes | | | | | $305 | | Second Quarter of 2025 | | | | | | | Net sales | $2,660 | $948 | $555 | — | $4,163 | | Cost of sales | 1,099 | 551 | 260 | — | | | SG&A expenses | 815 | 163 | 152 | — | | | Other segment expense | — | 1 | — | — | | | Income from operations - reportable segments | $746 | $233 | $143 | — | $1,122 | | Unallocated corporate costs | | | | | (224) | | Income from operations | | | | | 898 | | Interest expense, net | | | | | 180 | | Income before provision for income taxes | | | | | $718 | (1) The JDE Peet's segment was acquired on April 1, 2026. As such, amounts presented above only include activity subsequent to the date of acquisition. For selected pro forma information, refer to Note 2. KEURIG DR PEPPER INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED, CONTINUED) | (in millions) / First Six Months of 2026 | U.S. Refreshment Beverages | U.S. Coffee | KDP International | JDE Peet's(1) | Total | | --- | --- | --- | --- | --- | --- | | Net sales | $5,524 | $1,775 | $1,184 | $2,802 | $11,285 | | Cost of sales | 2,291 | 1,103 | 632 | 2,084 | | | SG&A expenses | 1,655 | 317 | 315 | 785 | | | Other segment expense (income) | — | 46 | — | (5) | | | Income (loss) from operations - reportable segments | $1,578 | $309 | $237 | $(62) | $2,062 | | Unallocated corporate costs | | | | | (678) | | Income from operations | | | | | 1,384 | | Interest expense, net | | | | | 617 | | Other expense, net | | | | | 105 | | Income before provision for income taxes | | | | | $662 | | First Six Months of 2025 | | | | | | | Net sales | $4,983 | $1,825 | $990 | — | $7,798 | | Cost of sales | 2,036 | 1,074 | 488 | — | | | SG&A expenses | 1,548 | 314 | 271 | — | | | Other segment (income) expense | (1) | 2 | (2) | — | | | Income from operations - reportable segments | $1,400 | $435 | $233 | — | $2,068 | | Unallocated corporate costs | | | | | (369) | | Income from operations | | | | | 1,699 | | Interest expense, net | | | | | 328 | | Other income, net | | | | | (7) | | Income before provision for income taxes | | | | | $1,378 | (1) The JDE Peet's segment was acquired on April 1, 2026. As such, amounts presented above only include activity subsequent to the date of acquisition. For selected pro forma information, refer to Note 2. KEURIG DR PEPPER INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED, CONTINUED) ### 11. Net Sales The following table disaggregates our net sales by product portfolio and by reportable segment. As a result of the JDE Peet’s Acquisition, we have revised our product portfolio for the periods presented, as follows: - LRB represents net sales of owned and partner brands within our portfolio and includes branded concentrates, syrup, and finished beverages, including contract manufacturing of KDP branded products for our bottlers and distributors. - Coffee and related products represents net sales of single serve, ground, instant, and whole bean coffee, as well as related products, including tea and cocoa, from owned brands, partner brands, and private label owners. Net sales for partner brands and private label owners are contractual and long-term in nature. | (in millions) / Second Quarter of 2026 | U.S. Refreshment Beverages | U.S. Coffee | KDP International | JDE Peet's(1) | Total | | --- | --- | --- | --- | --- | --- | | LRB | $2,867 | $24 | $471 | — | $3,362 | | Coffee and related products | — | 764 | 169 | 2,588 | 3,521 | | Appliances | — | 130 | 14 | 4 | 148 | | Other | 58 | — | 10 | 210 | 278 | | Net sales | $2,925 | $918 | $664 | $2,802 | $7,309 | | Second Quarter of 2025 | | | | | | | LRB | $2,589 | $15 | $374 | — | $2,978 | | Coffee and related products | — | 805 | 158 | — | 963 | | Appliances | — | 122 | 12 | — | 134 | | Other | 71 | 6 | 11 | — | 88 | | Net sales | $2,660 | $948 | $555 | — | $4,163 | | First Six Months of 2026 | | | | | | | LRB | $5,382 | $42 | $804 | — | $6,228 | | Coffee and related products | — | 1,497 | 336 | 2,588 | 4,421 | | Appliances | — | 236 | 24 | 4 | 264 | | Other | 142 | — | 20 | 210 | 372 | | Net sales | $5,524 | $1,775 | $1,184 | $2,802 | $11,285 | | First Six Months of 2025 | | | | | | | LRB | $4,852 | $28 | $651 | — | $5,531 | | Coffee and related products | — | 1,547 | 297 | — | 1,844 | | Appliances | — | 238 | 20 | — | 258 | | Other | 131 | 12 | 22 | — | 165 | | Net sales | $4,983 | $1,825 | $990 | — | $7,798 | (1) The JDE Peet's segment was acquired on April 1, 2026. As such, amounts presented above only include activity subsequent to the date of acquisition. For selected pro forma information, refer to Note 2. KEURIG DR PEPPER INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED, CONTINUED) ### 12. Stock-Based Compensation The components of stock-based compensation expense are presented below: | (in millions) | Second Quarter / 2026 | Second Quarter / 2025 | First Six Months / 2026 | First Six Months / 2025 | | --- | --- | --- | --- | --- | | Total stock-based compensation expense(1) | $177 | $23 | $207 | $45 | | Income tax benefit | (6) | (3) | (11) | (8) | | Stock-based compensation expense, net of tax | $171 | $20 | $196 | $37 | (1) For the second quarter and first six months of 2026, stock-based compensation expense includes $134 million related to the portion of the fair value of JDE Peet's stock-based compensation awards which were accelerated and which does not relate to pre-combination service. #### RESTRICTED SHARE UNITS The table below summarizes RSU activity: | Line item | RSUs | Weighted Average Grant Date Fair Value | Weighted Average Remaining Contractual Term (Years) | Aggregate Intrinsic Value (in millions) | | --- | --- | --- | --- | --- | | Outstanding as of December 31, 2025 | 13,120,837 | $29.62 | 1.8 | $368 | | Granted(1) | 6,016,672 | 27.68 | | | | Vested and released | (3,162,034) | 31.10 | | 92 | | Forfeited | (1,028,810) | 29.23 | | | | Outstanding as of June 30, 2026 | 14,946,665 | $28.55 | 1.9 | $489 | (1) Includes certain legacy stock-based awards of JDE Peet’s which were converted into KDP awards as a result of the JDE Peet’s Acquisition. Refer to Note 2 for additional information. As of June 30, 2026, there was $252 million of unrecognized compensation cost related to unvested RSUs that is expected to be recognized over a weighted average period of 2.8 years. #### PERFORMANCE SHARE UNITS The table below summarizes PSU activity: | Line item | PSUs | Weighted Average Grant Date Fair Value | Weighted Average Remaining Contractual Term (Years) | Aggregate Intrinsic Value (in millions) | | --- | --- | --- | --- | --- | | Balance as of December 31, 2025 | 446,818 | $30.60 | 2.2 | $13 | | Granted | 520,456 | 28.39 | | | | Forfeited or expired | (107,178) | 29.74 | | | | Balance as of June 30, 2026 | 860,096 | $29.37 | 2.2 | $28 | As of June 30, 2026, there was $16 million of unrecognized compensation cost related to unvested PSUs that is expected to be recognized over a weighted average period of 2.3 years. KEURIG DR PEPPER INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED, CONTINUED) ### 13. Equity Method Investments The following table summarizes our equity method investments: | (in millions) | June 30, 2026 | December 31, 2025 | | --- | --- | --- | | Nutrabolt | $1,199 | $1,168 | | Chobani | 387 | 359 | | Tractor | 59 | 52 | | Athletic Brewing | 53 | 53 | | Other | 35 | 28 | | Total equity method investments | $1,733 | $1,660 | ### 14. Income Taxes Our effective tax rates were as follows: | Line item | Second Quarter / 2026 | Second Quarter / 2025 | First Six Months / 2026 | First Six Months / 2025 | | --- | --- | --- | --- | --- | | Effective tax rate | 31.1% | 23.8% | 27.5% | 22.8% | For the second quarter of 2026, the change in our effective tax rate was driven by a non-cash revaluation of state deferred tax liabilities as a result of the JDE Peet's Acquisition. For the first six months of 2026, the change in our effective tax rate was driven by a non-cash revaluation of state deferred tax liabilities as a result of the JDE Peet's Acquisition, as well as discrete tax impacts associated with the completion of the JV Investment and the creation of the Pod Manufacturing JV. #### CASH PAID FOR INCOME TAXES We paid $216 million and $276 million in cash for income taxes, net of refunds received, during the first six months of 2026 and 2025, respectively. KEURIG DR PEPPER INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED, CONTINUED) ### 15. Accumulated Other Comprehensive (Loss) Income The following table provides a summary of changes in AOCI attributable to KDP, net of taxes: | (in millions) / Second Quarter of 2026 | Foreign Currency Translation Adjustments | Pension and Post-Retirement Benefit Liabilities | Cash Flow Hedges | Total | | --- | --- | --- | --- | --- | | Beginning balance | $(251) | $(19) | $154 | $(116) | | Other comprehensive income (loss) | 3 | 2 | (5) | — | | Amounts reclassified from AOCI | — | — | — | — | | Total other comprehensive income (loss) | 3 | 2 | (5) | — | | Balance as of June 30, 2026 | $(248) | $(17) | $149 | $(116) | | Second Quarter of 2025 | | | | | | Beginning balance | $(397) | $(14) | $136 | $(275) | | Other comprehensive income (loss) | 319 | — | (25) | 294 | | Amounts reclassified from AOCI | — | — | (9) | (9) | | Total other comprehensive income (loss) | 319 | — | (34) | 285 | | Balance as of June 30, 2025 | $(78) | $(14) | $102 | $10 | | For the first six months of 2026: | | | | | | Beginning balance | $(9) | $(16) | $127 | $102 | | Other comprehensive (loss) income | (239) | (1) | 22 | (218) | | Amounts reclassified from AOCI | — | — | — | — | | Total other comprehensive (loss) income | (239) | (1) | 22 | (218) | | Balance as of June 30, 2026 | $(248) | $(17) | $149 | $(116) | | For the first six months of 2025: | | | | | | Beginning balance | $(410) | $(14) | $148 | $(276) | | Other comprehensive income (loss) | 332 | — | (32) | 300 | | Amounts reclassified from AOCI | — | — | (14) | (14) | | Total other comprehensive income (loss) | 332 | — | (46) | 286 | | Balance as of June 30, 2025 | $(78) | $(14) | $102 | $10 | The following table presents the amount of gains reclassified from AOCI attributable to KDP into the unaudited Condensed Consolidated Statements of Income: | (in millions) | Income Statement Caption | Second Quarter / 2026 | Second Quarter / 2025 | First Six Months / 2026 | First Six Months / 2025 | | --- | --- | --- | --- | --- | --- | | Cash Flow Hedges | | | | | | | Interest rate contracts | Interest expense, net | $(6) | $(4) | $(9) | $(7) | | FX contracts | Cost of sales | 6 | (8) | 9 | (13) | | Total | | — | (12) | — | (20) | | Income tax expense | | — | 3 | — | 6 | | Total, net of tax | | — | $(9) | — | $(14) | KEURIG DR PEPPER INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED, CONTINUED) ### 16. Other Financial Information #### SELECTED BALANCE SHEET INFORMATION | (in millions) | June 30, 2026 | December 31, 2025 | | --- | --- | --- | | Raw materials | $1,491 | $706 | | Work-in-process | 246 | 8 | | Finished goods | 2,120 | 1,019 | | Total inventories | $3,857 | $1,733 | | Prepaid expenses | $798 | $334 | | Other current assets | 830 | 484 | | Total prepaid expenses and other current assets | $1,628 | $818 | #### Supplier Financing Arrangements The following table summarizes the location of our outstanding obligations under supplier financing arrangements, which are confirmed as valid, within the unaudited Condensed Consolidated Balance Sheets: | (in millions) | June 30, 2026 | December 31, 2025 | | --- | --- | --- | | Accounts payable | $1,779 | $1,378 | | Structured payables(1) | 320 | — | | Total outstanding obligations under supplier financing arrangements | $2,099 | $1,378 | (1) As a result of the JDE Peet’s Acquisition, we have certain commercial arrangements with suppliers that include explicitly stated interest rates, which are more representative of financing transactions and are therefore classified as structured payables. Some of these suppliers participate in supplier financing arrangements, which are reflected in this table. The remainder of structured payables relate to suppliers not participating in supplier financing arrangements, or amounts owed to a virtual credit card sponsor. #### Mandatory Redemption Liability The fair value of our mandatory redemption liability associated with GHOST was $898 million and $880 million as of June 30, 2026 and December 31, 2025, respectively, and is included within Other non-current liabilities within the unaudited Condensed Consolidated Balance Sheets. ### 17. Commitments and Contingencies #### LITIGATION We are occasionally subject to litigation or other legal proceedings. We accrue for specific legal proceedings when we determine that the likelihood of an unfavorable outcome is probable and the amount of loss can be reasonably estimated, and such accruals were not material in the periods presented. We have also identified certain other legal matters where we believe an unfavorable outcome is reasonably possible and/or for which no estimate of possible losses can be made. We do not believe that the outcome of these, or any other, pending legal matters, individually or collectively, will have a material adverse effect on our results of operations, financial condition, or liquidity. KEURIG DR PEPPER INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED, CONTINUED) #### Antitrust Litigation In February 2014, TreeHouse Foods, Inc. and certain affiliated entities filed suit against our wholly-owned subsidiary, Keurig (formerly known as Green Mountain Coffee Roasters, Inc.), in the U.S. District Court for the Southern District of New York ("SDNY") (TreeHouse Foods, Inc. et al. v. Green Mountain Coffee Roasters, Inc. et al.). The TreeHouse complaint asserted claims under the federal antitrust laws and various state laws, contending that Keurig had monopolized alleged markets for single serve coffee brewers and single serve coffee pods. The TreeHouse complaint sought treble monetary damages, declaratory relief, injunctive relief and attorneys' fees. In the months that followed, a number of additional actions, including claims from another coffee manufacturer (JBR, Inc.), as well as putative class actions on behalf of direct and indirect purchasers of Keurig's products, were filed in various federal district courts, asserting claims and seeking relief substantially similar to the claims asserted and relief sought in the TreeHouse complaint. Additional similar actions were filed by individual direct purchasers (including McLane Company, Inc., BJ's Wholesale Club, Inc., Winn-Dixie Stores Inc., and Bi-Lo Holding LLC) in 2019 and in 2021. Following the court’s denial of class certification in 2025 for the direct purchaser class described below, similar actions were filed in 2026 by additional individual direct purchasers (including Target Corp., Performance Food Group, Inc. and certain of its affiliates, and entities owning the claims of former retailers Great Atlantic & Pacific Tea Company, Shopko, and Bed Bath & Beyond, Inc.). All of these actions were transferred to the SDNY for coordinated pre-trial proceedings (In re: Keurig Green Mountain Single-Serve Coffee Antitrust Litigation) (the "Multidistrict Antitrust Litigation"). In July 2020, Keurig reached an agreement with one of the plaintiff groups in the Multidistrict Antitrust Litigation, the putative indirect purchaser class, to settle the claims asserted for $31 million. The settlement class consisted of individuals and entities in the United States that purchased, from persons other than Keurig and not for purposes of resale, Keurig manufactured or licensed single serve beverage portion packs during the applicable class period (beginning in September 2010 for most states). The settlement was approved and paid, and the indirect purchasers' claims have been dismissed. In October 2025, the SDNY court denied the direct purchasers plaintiffs' motion for class certification. While the court’s order does not preclude individual purchasers from pursuing their own direct claims, the court found that the plaintiffs did not meet the federal requirements to pursue their case on a classwide basis. The direct purchaser plaintiffs filed a petition with the United States Court of Appeals for the Second Circuit, seeking to appeal the SDNY court’s decision; their petition was subsequently denied. Discovery in all of the matters filed before 2026 and pending in the Multidistrict Antitrust Litigation is concluded, with those plaintiffs (which no longer include the purported direct purchaser class) collectively claiming more than $1.5 billion of monetary damages. Keurig strongly disputes the merits of the claims and the calculation of damages. Keurig has fully briefed summary judgment motions that, if successful, would end the cases entirely. The cases filed in 2026 will proceed on a separate procedural timeline. Keurig intends to continue vigorously defending the remaining lawsuits. At this time, we are unable to predict the outcome of these lawsuits, the potential loss or range of loss, if any, associated with the resolution of these lawsuits or any potential effect they may have on us or our results of operations. Accordingly, we have not accrued for a loss contingency. Additionally, as the timelines in these cases may be beyond our control, we can provide no assurance as to whether or when there will be material developments in these matters. #### TARIFFS In February 2026, the U.S. Supreme Court invalidated certain tariffs previously imposed under the International Emergency Economic Powers Act. We have identified potential eligible refunds for tariffs paid in prior periods. We have begun to file claims with U.S. Customs and Border Protection for the recovery of tariffs previously paid, plus applicable interest. We account for these potential recoveries through the gain contingencies model, under which a gain is not recognized until it is realized or realizable. Because the administrative process for review, validation, and disbursement by the Department of Treasury involves inherent uncertainty regarding the final approved amount and timing, we have not recorded receivables for claims which were pending as of June 30, 2026. KEURIG DR PEPPER INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED, CONTINUED) ### 18. Restructuring #### RESTRUCTURING PROGRAMS #### Integration of JDE Peet's As part of the JDE Peet's Acquisition, we developed a program to integrate JDE Peet’s and to facilitate the planned separation of Global Coffee Co. This program includes one-time, non-recurring expenses such as system integration, severance, retention, professional services, and other matters. This restructuring program is expected to incur cumulative pre-tax restructuring charges in a range of approximately $325 million to $400 million through the first quarter of 2029. #### Legacy JDE Peet's Transformation Activities and Corporate Actions JDE Peet's has a transformational program known as Reignite the Amazing, which was announced in 2025 and was inherited as part of the JDE Peet's Acquisition. This brand-led strategy is designed to accelerate profitable growth and includes activities and corporate actions designed to integrate the U.S. capsules business, optimize the European operating model, and transition the Peet's U.S. commercial distribution model, among others. From time to time, this program includes certain restructuring activities, such as the closure of certain facilities as part of optimization efforts. #### Network Optimization In March 2024, we announced a restructuring program designed to more effectively and efficiently meet the needs of consumers and customers. Our restructuring program includes the closure of certain facilities and other costs intended to optimize our manufacturing and distribution footprint throughout our operations. This restructuring program is expected to incur cumulative pre-tax restructuring charges of approximately $175 million through the end of 2026, primarily comprised of asset related costs. #### RESTRUCTURING CHARGES Restructuring and integration expenses for the defined programs were as follows: | (in millions) | Second Quarter / 2026 | Second Quarter / 2025 | First Six Months / 2026 | First Six Months / 2025 | | --- | --- | --- | --- | --- | | Integration of JDE Peet's(1) | $140 | — | $140 | — | | Legacy JDE Peet's Transformation Activities and Corporate Actions(1) | 19 | — | 19 | — | | Network Optimization | 7 | 10 | 30 | 12 | (1) Amounts represent expenses incurred subsequent to the JDE Peet's Acquisition. #### RESTRUCTURING LIABILITIES Restructuring liabilities that qualify as exit and disposal costs under U.S. GAAP are included in accounts payable and accrued expenses in the unaudited condensed consolidated financial statements. Restructuring liabilities, primarily consisting of workforce reduction costs, were as follows: | (in millions) | Restructuring Liabilities | Restructuring Liabilities | | --- | --- | --- | | Balance as of December 31, 2025 | $ | $8 | | Charges to expense and other adjustments | 28 | | | Restructuring liabilities assumed in the JDE Peet's Acquisition | 74 | | | Cash payments | (26) | | | Balance as of June 30, 2026 | $ | $84 | KEURIG DR PEPPER INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED, CONTINUED) ### 19. Transactions with Variable Interest Entities #### TRANSACTIONS WITH VIES We have a number of leasing arrangements and one licensing arrangement with special purpose entities for which we are not the primary beneficiary, as we have limited power based on the contractual agreements to direct the activities that most significantly impact the VIEs' performance. #### Leasing Arrangements As of June 30, 2026, we have entered into seventeen lease transactions with VIEs. Each lease has an RVG based on a percentage of VIEs' purchase price; however, we concluded it was not probable that we will owe an amount at the end of each individual lease term, as the fair values of the properties are not expected to fall below the RVGs at the end of each individual lease term. As such, we recorded each lease obligation excluding the associated RVG. The aggregate maximum undiscounted RVG associated with the leasing arrangements was $733 million and $653 million as of June 30, 2026 and December 31, 2025, respectively. This aggregate maximum value assumes that the fair value of each property at the end of either the original lease term or renewal term is equal to zero, which we have concluded is not probable. The following table provides the carrying amounts of the right-of-use assets and lease obligations recorded in the unaudited Condensed Consolidated Balance Sheets associated with these leasing arrangements related to the VIEs: | (in millions) | June 30, 2026 | December 31, 2025 | | --- | --- | --- | | Non-current assets | $393 | $361 | | Current liabilities | 30 | 26 | | Non-current liabilities | 384 | 351 | The leasing agreements included as of December 31, 2025 include nine manufacturing sites, five warehouse and distribution centers, one multipurpose property, and our Frisco, Texas headquarters. The leasing agreements included as of June 30, 2026 also included one additional warehouse and distribution center. 37 ## Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations The following discussion should be read in conjunction with our audited consolidated financial statements and notes thereto in our Annual Report. This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act, including, in particular, statements about the impact of future events, future financial performance, plans, strategies, business combinations, expectations, prospects, competitive environment, regulation, labor matters, supply chain issues, tariffs or trade wars and related uncertainty, inflation, and availability of raw materials. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as "outlook," "guidance," "anticipate," "enable," "expect," "believe," "could," "confident," "estimate," "feel," "continue," "ongoing," "forecast," "intend," "may," "on track," "plan," "positioned," "potential," "project," "should," "target," "will," "would," and similar words, phrases, or expressions and variations or negatives of these words in this Quarterly Report on Form 10-Q. We have based these forward-looking statements on our current views with respect to future events and financial performance. Our actual financial performance could differ materially from those projected in the forward-looking statements due to a variety of factors, including the inherent uncertainty of estimates, forecasts, and projections; global economic uncertainty or economic downturns; tariffs or the imposition of new tariffs, trade wars, barriers, or restrictions, sanctions, geopolitical disturbances and conflicts, or threats of such actions and related uncertainty; the risk that our financial performance may be better or worse than anticipated; risks related to the completion of the Separation in the anticipated timeframe, or at all; our incurrence of significant debt or our entry into other funding alternatives, in each case, which funded the acquisition of JDE Peet's, which may result in dilution to our stockholders or introduce complexity to our capital structure; additional risks associated with the JDE Peet's Acquisition and those geographies, countries, and associated governments where JDE Peet's currently operates; our ability to successfully integrate JDE Peet's into our business, or that such integration may be more difficult, time-consuming, or costly than expected; constraints on management's attention to operating and growing our business during the execution of the integration of JDE Peet's and the Separation; the potential downgrade of our credit ratings as a result of debt incurred and/or assumed in connection with the JDE Peet's Acquisition; the possibility of negative impacts on business relationships in connection with the JDE Peet's Acquisition and the Separation; the risk that the Separation incurs significant additional costs; the risk of potential litigation and regulatory actions; negative effects of the JDE Peet's Acquisition and pendency of the Separation on our share price; and the ability to achieve the anticipated strategic and financial benefits from the Separation. Given these uncertainties, you should not put undue reliance on any forward-looking statements. All of the forward-looking statements are qualified in their entirety by reference to the factors discussed under "Risk Factors" in Part II, Item 1A of this Quarterly Report on Form 10-Q, as well as our subsequent filings with the SEC. Forward-looking statements represent our estimates and assumptions only as of the date that they were made. We do not undertake any duty to update the forward-looking statements, and the estimates and assumptions associated with them, after the date of this Quarterly Report on Form 10-Q, except to the extent required by applicable securities laws. This Quarterly Report on Form 10-Q contains the names of some of our owned or licensed trademarks, trade names, and service marks, which we refer to as our brands. All of the product names included in this Quarterly Report on Form 10-Q are either our registered trademarks or those of our licensors. ### OVERVIEW KDP is a leading beverage company with more than 150 owned, licensed, and partner brands, that meet a wide range of needs and occasions. Our North American refreshment beverage business holds leadership positions across carbonated soft drinks, water, juice, and mixers, with a portfolio of iconic brands, such as Dr Pepper, Canada Dry, Mott's, A&W, Peñafiel, GHOST, 7UP, Snapple, Clamato, and Core Hydration. Our global coffee business spans more than 100 markets and includes the leading Keurig single‑serve brewing system in the U.S. and Canada, along with powerhouse brands such as Peet's, L'OR, and Jacobs, and other regional coffee leaders. On April 1, 2026, we acquired JDE Peet's, which contributed to our results beginning in the second quarter of 2026. Our four operating and reportable segments are U.S. Refreshment Beverages, U.S. Coffee, KDP International, and JDE Peet's. ### VOLUME In evaluating our performance, we use different volume measures for LRB, coffee and related products, and appliances. For LRB, we measure our sales volume in 288 fluid ounce equivalent cases. - For beverage concentrates, we measure our sales volume as concentrate case sales for concentrates sold by us to our bottlers and distributors. A concentrate case is the amount of concentrate needed to make one case of 288 fluid ounces of finished beverage, the equivalent of 24 twelve-ounce servings. It does not include any other component of the finished beverage other than concentrate. - For packaged beverages, we measure volume as case sales to customers. A case sale represents a unit of measurement equal to 288 fluid ounces of packaged beverage sold by us. Case sales include both our owned brands and certain brands licensed to and/or distributed by us. For coffee and related products, which includes single serve, ground, instant, and whole bean coffee, as well as related products, including tea and cocoa, we measure our sales volume in metric tons. For appliances, we measure sales volume in individual units. ### EXECUTIVE SUMMARY ### Results of Operations ### Second Quarter of 2026 as compared to Second Quarter of 2025 (in millions, except Diluted EPS) ### JDE PEET'S ACQUISITION On January 15, 2026, we commenced a tender offer to acquire all of the issued and outstanding ordinary shares of JDE Peet's for a cash offer price of €31.85 per share, without interest. We substantially completed the tender offer on April 1, 2026. The aggregate cash paid for tendered shares was approximately €15.1 billion, or $17.4 billion. During the first six months of 2026, we completed a series of transactions in order to obtain funding for the consideration of the JDE Peet's Acquisition: - Delayed Draw Term Loan of $3.6 billion - Senior Unsecured Notes of approximately $6 billion - JV Investment of $4 billion - Issuance of Convertible Preferred Stock of $4.5 billion Refer to Notes 2, 3, 4, and 5 of the Notes to our unaudited Condensed Consolidated Financial Statements for further information about these transactions and the closing of the JDE Peet's Acquisition. We have incurred acquisition, integration, and financing costs associated with the acquisition of JDE Peet's and planned Separation, which include costs to obtain proceeds to close the JDE Peet's acquisition and costs to manage the FX risk associated with the purchase price. These costs were primarily recorded to Selling, general, and administrative expenses, Interest expense, net, and Other expense (income), net, and aggregated to a pre-tax impact of approximately $624 million during the first six months of 2026. References in the financial tables to percentage changes that are not meaningful are denoted by "NM". We acquired JDE Peet's on April 1, 2026, which contributed to our results beginning in the second quarter of 2026. Percentage changes for consolidated results disclosed below include the impact of the acquisition. ### Second Quarter of 2026 Compared to Second Quarter of 2025 ### Consolidated Operations | ($ in millions, except per share amounts) | Second Quarter / 2026 | Second Quarter / 2025 | Percentage Change | | --- | --- | --- | --- | | Net sales | $7,309 | $4,163 | 75.6% | | Cost of sales | 4,243 | 1,908 | 122.4 | | Gross profit | 3,066 | 2,255 | 36.0 | | Selling, general, and administrative expenses | 2,397 | 1,356 | 76.8 | | Other operating expense, net | 41 | 1 | NM | | Income from operations | 628 | 898 | (30.1) | | Interest expense, net | 336 | 180 | 86.7 | | Other (income) expense, net | (13) | — | NM | | Income before provision for income taxes | 305 | 718 | (57.5) | | Provision for income taxes | 95 | 171 | (44.4) | | Net income | 210 | 547 | (61.6) | | Less: Net income attributable to non-controlling interests | 68 | — | 100.0 | | Net income attributable to KDP | $142 | $547 | (74.0) | | Earnings per common share: | | | | | Basic | $0.04 | $0.40 | (90.0)% | | Diluted | 0.04 | 0.40 | (90.0) | | Gross margin | 41.9% | 54.2% | (1,230) bps | | Operating margin | 8.6 | 21.6 | (1,300) bps | | Effective tax rate | 31.1 | 23.8 | 730 bps | Sales Volumes | Line item | Percentage Change | | --- | --- | | LRB | 2.8% | | Coffee and related products | 416.5 | | Appliances | 8.1 | Net Sales Drivers | Line item | Percentage Change | | --- | --- | | Volume / mix(1) | 70.4% | | Net price realization | 4.2 | | FX | 1.0 | | Total | 75.6% | (1) The JDE Peet’s Acquisition contributed 67.3% of the volume / mix growth in the quarter. Gross profit increased 36.0% to $3,066 million for the second quarter of 2026, as compared to $2,255 million for the second quarter of 2025. The benefits to gross profit of the JDE Peet’s Acquisition (45 percentage points) and legacy KDP net sales growth (10 percentage points) were partially offset by the impact of the JDE Peet’s inventory step-up recognized in cost of sales in the second quarter of 2026 (14 percentage points) and the net impact from changes in ingredients, materials, and productivity, inclusive of tariffs (4 percentage points). SG&A expenses increased 76.8% to $2,397 million for the second quarter of 2026, as compared to $1,356 million for the second quarter of 2025, primarily driven by the inclusion of JDE Peet’s SG&A expenses (53 percentage points) and transaction and integration costs associated with the JDE Peet’s Acquisition and the Separation (20 percentage points). Other operating expense, net was $41 million for the second quarter of 2026, as compared to $1 million for the second quarter of 2025, primarily reflecting non-cash write-offs of certain intellectual property assets in the current quarter. Income from operations decreased 30.1% to $628 million for the second quarter of 2026, as compared to $898 million for the second quarter of 2025, as increased gross profit was outpaced by increased SG&A and other operating expenses. Interest expense, net was $336 million for the second quarter of 2026, as compared to $180 million for the second quarter of 2025, driven by increased debt and higher financing costs, including debt acquired in the JDE Peet's Acquisition. The effective tax rate increased 730 bps to 31.1% for the second quarter of 2026, compared to 23.8% for the second quarter of 2025, primarily driven by a non-cash revaluation of state deferred tax liabilities as a result of the JDE Peet's Acquisition (920 bps). Net income was $210 million for the second quarter of 2026, as compared to $547 million for the second quarter of 2025, driven by reduced income from operations, increased interest expense, and the increased effective tax rate. Net income attributable to KDP was $142 million for the second quarter of 2026, including the dilutive impact of $68 million of net income attributable to non-controlling interests in the current quarter, primarily the Pod Manufacturing JV. Diluted EPS was $0.04 per diluted share for the second quarter of 2026 as compared to $0.40 in the second quarter of 2025, driven by reduced net income attributable to KDP and dividends allocated to preferred shareholders. Refer to Note 6 of the Notes to our Unaudited Consolidated Financial Statements for the computation of diluted EPS. ### Results of Operations by Segment The following tables provide certain results of operations for our reportable segments for the second quarter of 2026 and 2025. | (in millions) | Second Quarter / 2026 | Second Quarter / 2025 | Percentage Change | | --- | --- | --- | --- | | Net sales | | | | | U.S. Refreshment Beverages | $2,925 | $2,660 | 10.0% | | U.S. Coffee | 918 | 948 | (3.2) | | KDP International | 664 | 555 | 19.6 | | JDE Peet’s(1) | 2,802 | — | 100.0 | | Total net sales | $7,309 | $4,163 | 75.6 | | Income (loss) from operations | | | | | U.S. Refreshment Beverages | $857 | $746 | 14.9% | | U.S. Coffee | 149 | 233 | (36.1) | | KDP International | 152 | 143 | 6.3 | | JDE Peet’s(1) | (62) | — | 100.0 | | Unallocated corporate costs | (468) | (224) | 108.9 | | Income from operations | $628 | $898 | (30.1) | | Operating margin | | | | | U.S. Refreshment Beverages | 29.3% | 28.0% | 130 bps | | U.S. Coffee | 16.2 | 24.6 | (840) bps | | KDP International | 22.9 | 25.8 | (290) bps | | JDE Peet’s(1) | (2.2) | — | NM | (1) As we acquired JDE Peet’s on April 1, 2026, comparative information is not applicable for the second quarter of 2025. Sales Volumes | Line item | LRB | Coffee and related products | Appliances | | --- | --- | --- | --- | | U.S. Refreshment Beverages | 2.4% | — | — | | U.S. Coffee | NM | (12.8) | 2.1 | | KDP International | 4.5 | (2.0) | 6.3 | | JDE Peet's | — | 100.0 | 100.0 | Net Sales Drivers | Line item | Volume / Mix | Net Price Realization | FX | Total | | --- | --- | --- | --- | --- | | U.S. Refreshment Beverages | 6.5% | 3.5% | — | 10.0% | | U.S. Coffee | (8.2) | 5.0 | — | (3.2) | | KDP International | 6.5 | 5.9 | 7.2 | 19.6 | | JDE Peet's | 100.0 | — | — | 100.0 | ### U.S. Refreshment Beverages Sales volume increased 2.4% in the second quarter of 2026, led by growth in energy and sports hydration drinks, partially offset by declines in the balance of our portfolio. Net sales increased 10.0% to $2,925 million for the second quarter of 2026, driven by volume / mix growth and higher net price realization. Income from operations increased 14.9% to $857 million for the second quarter of 2026. This performance was led by the benefit to gross profit of net sales growth (21 percentage points) and a favorable comparison to Ghost integration expenses in the second quarter of 2025 (3 percentage points), partially offset by a net unfavorable change in ingredients, materials, and productivity, inclusive of tariffs (5 percentage points) and increased transportation and warehousing expenses (2 percentage points). ### U.S. Coffee Appliance volume increased 2.1%. Coffee and related products volume decreased 12.8%, reflecting price elasticity impacts, single serve category softness, and a temporary reporting shift of Peet’s K-cup pods into the JDE Peet’s segment. Net sales decreased 3.2% to $918 million for the second quarter of 2026, led by unfavorable volume / mix, which was partially offset by favorable net price realization. Income from operations decreased 36.1% to $149 million for the second quarter of 2026, driven primarily by costs associated with the integration of JDE Peet’s and the Separation (22 percentage points), a net unfavorable change in ingredients, materials, and productivity, inclusive of tariffs (17 percentage points), and the gross profit impact of the decline in net sales (7 percentage points). ### KDP International LRB sales volume increased 4.5%. Appliance volumes increased 6.3%. Coffee and related products volume decreased 2.0%. Net sales increased 19.6% to $664 million in the second quarter of 2026, reflecting favorable FX translation, volume / mix growth, and higher net price realization. Income from operations increased 6.3%, to $152 million for the second quarter of 2026, as the benefits from the gross profit impact of the higher net price realization and favorable net FX translation were partially offset by increased IEPS taxes in Mexico and a net unfavorable impact from changes in ingredients, materials, and productivity. ### JDE Peet's JDE Peet’s sales volumes, net sales, and loss from operations were wholly incremental to KDP as a result of the JDE Peet’s Acquisition. The loss from operations in the second quarter of 2026 included a $314 million increase in cost of sales due to the impact of the inventory step-up to fair value in connection with the JDE Peet’s Acquisition and the subsequent sale of that inventory. ### First Six Months of 2026 Compared to First Six Months of 2025 ### Consolidated Operations | ($ in millions, except per share amounts) | First Six Months / 2026 | First Six Months / 2025 | Percentage Change | | --- | --- | --- | --- | | Net sales | $11,285 | $7,798 | 44.7% | | Cost of sales | 6,121 | 3,558 | 72.0 | | Gross profit | 5,164 | 4,240 | 21.8 | | Selling, general, and administrative expenses | 3,739 | 2,548 | 46.7 | | Other operating expense (income), net | 41 | (7) | NM | | Income from operations | 1,384 | 1,699 | (18.5) | | Interest expense, net | 617 | 328 | 88.1 | | Other (income) expense, net | 105 | (7) | NM | | Income before provision for income taxes | 662 | 1,378 | (52.0) | | Provision for income taxes | 182 | 314 | (42.0) | | Net income | 480 | 1,064 | (54.9) | | Less: Net income attributable to non-controlling interests | 68 | — | NM | | Net income attributable to KDP | $412 | $1,064 | (61.3) | | Earnings per common share: | | | | | Basic | $0.24 | $0.78 | (69.2)% | | Diluted | 0.24 | 0.78 | (69.2) | | Gross margin | 45.8% | 54.4% | (860) bps | | Operating margin | 12.3 | 21.8 | (950) bps | | Effective tax rate | 27.5 | 22.8 | 470 bps | Sales Volumes | Line item | Percentage Change | | --- | --- | | LRB | 1.0% | | Coffee and related products | 206.5 | | Appliances | 0.6 | Net Sales Drivers | Line item | Percentage Change | | --- | --- | | Volume / mix(1) | 38.8% | | Net price realization | 4.8 | | FX | 1.1 | | Total | 44.7% | (1) The JDE Peet’s Acquisition contributed 35.9% of the volume / mix growth in the quarter. Gross profit increased 21.8% to $5,164 million for the first six months of 2026. The benefits to gross profit of the JDE Peet’s Acquisition (24 percentage points) and legacy KDP net sales growth (11 percentage points) were partially offset by the impact of the JDE Peet’s inventory step-up recognized in cost of sales in the first six months of 2026 (7 percentage points) and a net unfavorable impact from changes in ingredients, materials, and productivity, inclusive of tariffs (5 percentage points). SG&A expenses increased 46.7% to $3,739 million for the first six months of 2026, driven by the inclusion of JDE Peet’s SG&A expenses (28 percentage points), transaction and integration costs associated with the JDE Peet's Acquisition and the Separation (14 percentage points), and higher labor costs (2 percentage points). Other operating expense (income), net was expense of $41 million for the first six months of 2026, as compared to income of $7 million for the first six months of 2025, primarily reflecting non-cash write-offs of certain intellectual property assets in the current year-to-date period. Income from operations decreased 18.5% to $1,384 million for the first six months of 2026, as increased gross profit was more than offset by higher SG&A and other operating expenses. Interest expense, net increased 88.1% to $617 million for the first six months of 2026, driven by increased debt and higher financing costs, including debt acquired in the JDE Peet's Acquisition. Other (income) expense, net reflected expense of $105 million for the first six months of 2026, primarily driven by realized losses on FX forward contracts related to the funding of the JDE Peet’s Acquisition. This compared to income of $7 million in the first six months of 2025. The effective tax rate increased 470 bps to 27.5% for the first six months of 2026, compared to 22.8% in the first six months of 2025, primarily driven by a non-cash revaluation of state deferred tax liabilities as a result of the JDE Peet's Acquisition (420 bps), partially offset by discrete tax impacts associated with the completion of the JV Investment and the creation of the Pod Manufacturing JV (70 bps). Net income decreased 54.9% to $480 million for the first six months of 2026, driven by reduced income from operations, increased interest expense, and the increased effective tax rate. Net income attributable to KDP was $412 million for the first six months of 2026, including the dilutive impact of $68 million of net income attributable to non-controlling interests, primarily the Pod Manufacturing JV. Diluted EPS decreased 69.2% to $0.24 per diluted share for the first six months of 2026 as compared to $0.78 in the first six months of 2025, driven by reduced net income attributable to KDP and dividends allocated to preferred shareholders. Refer to Note 6 of the Notes to our Unaudited Consolidated Financial Statements for the computation of diluted EPS. ### Results of Operations by Segment The following tables provide certain results of operations for our reportable segments for the first six months of 2026 and 2025. | (in millions) | First Six Months / 2026 | First Six Months / 2025 | Percentage Change | | --- | --- | --- | --- | | Net sales | | | | | U.S. Refreshment Beverages | $5,524 | $4,983 | 10.9% | | U.S. Coffee | 1,775 | 1,825 | (2.7) | | KDP International | 1,184 | 990 | 19.6 | | JDE Peet's(1) | 2,802 | — | 100.0 | | Total net sales | $11,285 | $7,798 | 44.7 | | Income (loss) from operations | | | | | U.S. Refreshment Beverages | $1,578 | $1,400 | 12.7% | | U.S. Coffee | 309 | 435 | (29.0) | | KDP International | 237 | 233 | 1.7 | | JDE Peet's(1) | (62) | — | 100.0 | | Unallocated corporate costs | (678) | (369) | 83.7 | | Total income from operations | $1,384 | $1,699 | (18.5) | | Operating margin | | | | | U.S. Refreshment Beverages | 28.6% | 28.1% | 50 bps | | U.S. Coffee | 17.4 | 23.8 | (640) bps | | KDP International | 20.0 | 23.5 | (350) bps | | JDE Peet's(1) | (2.2) | — | NM | (1) As we acquired JDE Peet’s on April 1, 2026, comparative information is not applicable for the first six months of 2025. Sales Volumes | Line item | LRB | Coffee and related products | Appliances | | --- | --- | --- | --- | | U.S. Refreshment Beverages | 1.0% | — | — | | U.S. Coffee | NM | (9.7) | (2.7) | | KDP International | 0.9 | (2.0) | 0.4 | | JDE Peet's | — | 100.0 | 100.0 | Net Sales Drivers | Line item | Volume / Mix | Net Price Realization | FX | Total | | --- | --- | --- | --- | --- | | U.S. Refreshment Beverages | 6.8% | 4.1% | — | 10.9% | | U.S. Coffee | (8.1) | 5.4 | — | (2.7) | | KDP International | 3.3 | 7.4 | 8.9 | 19.6 | | JDE Peet's | 100.0 | — | — | 100.0 | ### U.S. Refreshment Beverages Sales volume increased 1.0%, led by growth in energy and sports hydration drinks, partially offset by declines in the balance of our portfolio. Net sales increased 10.9% to $5,524 million for the first six months of 2026, driven by volume / mix growth and higher net price realization. Income from operations increased 12.7% to $1,578 million for the first six months of 2026. This performance was driven by the gross profit impact of net sales growth (24 percentage points), which was partially offset by a net unfavorable impact from changes in ingredients, materials, and productivity, inclusive of tariffs (7 percentage points), increased transportation and warehousing expenses (3 percentage points), and higher labor costs (2 percentage points). ### U.S. Coffee Appliance volume decreased 2.7%, reflecting price elasticity impacts. Coffee and related products volume decreased 9.7%, reflecting price elasticity impacts and single serve category softness. Net sales decreased 2.7% to $1,775 million for the first six months of 2026, as higher net price realization was more than offset by unfavorable volume / mix. Income from operations decreased 29.0% to $309 million for the first six months of 2026, driven by a net unfavorable impact from changes in ingredients, materials, and productivity, inclusive of tariffs (22 percentage points), costs associated with the integration of JDE Peet’s and the Separation (12 percentage points) and increased marketing expenses (3 percentage points). ### KDP International LRB sales volume increased 0.9%. Appliance volumes increased 0.4%. Coffee and related products volume decreased 2.0%. Net sales increased 19.6% to $1,184 million in the first six months of 2026, reflecting favorable FX translation, higher net price realization, and favorable volume / mix. Income from operations increased 1.7% to $237 million for the first six months of 2026, as the benefit from higher net price realization was partially offset by increased IEPS taxes in Mexico and a net unfavorable impact from changes in ingredients, materials, and productivity. ### JDE Peet's JDE Peet’s sales volumes, net sales, and loss from operations were wholly incremental to KDP as a result of the JDE Peet’s Acquisition. The loss from operations in the first six months of 2026 included a $314 million increase in cost of sales due to the impact of the inventory step-up to fair value in connection with the JDE Peet’s Acquisition and the subsequent sale of that inventory. ### CRITICAL ACCOUNTING ESTIMATES The process of preparing our consolidated financial statements in conformity with U.S. GAAP requires the use of estimates and judgments that affect the reported amounts of assets, liabilities, revenue, and expenses. Critical accounting estimates are both fundamental to the portrayal of a company's financial condition and results and require difficult, subjective, or complex estimates and assessments. These estimates and judgments are based on historical experience, future expectations, and other factors and assumptions we believe to be reasonable under the circumstances. The most significant estimates and judgments are reviewed on an ongoing basis and revised when necessary. These critical accounting estimates are discussed in greater detail in Part II, Item 7 of our Annual Report. ### LIQUIDITY AND CAPITAL RESOURCES ### Overview We believe our financial condition and liquidity remain strong. We manage all aspects of our business, including monitoring the financial health of our customers, suppliers, and other third-party relationships, implementing gross margin enhancement strategies through our productivity initiatives, and developing new opportunities for growth, such as innovation and agreements with partners to distribute brands that are accretive to our portfolio. Cash generated by our foreign operations is generally repatriated to the U.S. periodically. We do not expect restrictions or taxes on repatriation of cash held outside the U.S. to have a material effect on our overall business, liquidity, financial condition, or results of operations for the foreseeable future. | (in millions) | First Six Months / 2026 | First Six Months / 2025 | | --- | --- | --- | | Net cash provided by operating activities | $1,176 | $640 | | Net cash used in investing activities | (16,899) | (278) | | Net cash provided by (used in) financing activities | 16,546 | (409) | ### Principal Sources of Capital Resources Our principal sources of liquidity are our existing cash and cash equivalents, cash generated from our operations, and borrowing capacity currently available under our 2025 Revolving Credit Agreement. Additionally, we have an uncommitted commercial paper program where we can issue unsecured commercial paper notes on a private placement basis. Based on our current and anticipated level of operations, we believe that our operating cash flows will be sufficient to meet our anticipated obligations related to our normal course of business for the next twelve months and thereafter for the foreseeable future. To the extent that our operating cash flows are not sufficient to meet our liquidity needs, we may utilize cash on hand or amounts available under our financing arrangements. From time to time, we may seek additional deleveraging, refinancing, or liquidity enhancing transactions, including entering into transactions to repurchase or redeem outstanding indebtedness or otherwise seek transactions to reduce interest expense, extend debt maturities, and improve our capital and liquidity structure. Sources of Liquidity - Operations Net cash provided by operating activities increased $536 million for the first six months of 2026, as compared to the first six months of 2025, driven by the favorable comparison in working capital as compared to the prior period. Sources of Liquidity - Financing Refer to Note 3 of the Notes to our Unaudited Consolidated Financial Statements for management's discussion of our financing arrangements. As of June 30, 2026, we were in compliance with all debt covenants and we have no reason to believe that we will be unable to satisfy these covenants. We also have an active shelf registration statement, filed with the SEC on August 15, 2025, which allows us to issue an indeterminate number or amount of common stock, preferred stock, debt securities, and warrants from time to time in one or more offerings at the direction of our Board. Credit Ratings Our credit ratings are as follows: Rating Agency Long-Term Debt Rating Commercial Paper Rating Outlook Date of Last Change Moody's Baa3 P-3 Stable March 10, 2026 S&P BBB- A-3 Stable March 10, 2026 Following the announcement of the JDE Peet's Acquisition and the corresponding financing arrangements entered into for the transaction, our credit ratings were downgraded by Moody's and S&P but remain investment grade. The downgrade of both our long-term debt and commercial paper ratings may have adverse effects on our borrowing costs, access to capital markets, liquidity, flexibility in responding to changing market conditions, and, as a result, our financial performance. JDE Peet's Acquisition We entered into various transactions in order to finance the JDE Peet's Acquisition. Refer to Note 2 of the Notes to our Unaudited Consolidated Financial Statements for additional information. ### Principal Uses of Capital Resources Our capital allocation priorities are investing to grow our business both organically and inorganically, strengthening our balance sheet, and returning cash to shareholders through regular quarterly dividends. We dynamically adjust our cash deployment plans based on the specific opportunities available in a given period, but over time we allocate capital to balance each of these priorities. Dividends We have declared total dividends to common shareholders of $0.46 per share in both the first six months of 2026 and 2025. Additionally, we have paid total dividends of $54 million to the holders of our Convertible Preferred Stock in the first six months of 2026. Acquisitions of Businesses and Purchases of Intangible Assets From time to time, we acquire brand ownership companies to expand our portfolio. We also invest in the expansion of our DSD network through transactions with strategic independent bottlers or third-party brand ownership companies to enhance competitive distribution scale. These transactions could be accounted for either as an acquisition of a business or, if the majority of the transaction price represents the acquisition of a single intangible asset, as an asset acquisition. In the second quarter of 2026, we completed the JDE Peet's Acquisition, which was the primary driver for the change in Net cash used in investing activities as compared to the prior period. Refer to Note 2 of the Notes to our Unaudited Consolidated Financial Statements for additional information. Other purchases of intangible assets were $4 million and $16 million for the first six months of 2026 and 2025, respectively. Capital Expenditures Purchases of property, plant, and equipment were $297 million and $226 million for the first six months of 2026 and 2025, respectively. Capital expenditures included in accounts payable and accrued expenses were $207 million and $155 million for the first six months of 2026 and 2025, respectively. Capital expenditures, which includes both purchases of property, plant, and equipment and amounts included in accounts payable and accrued expenses, primarily related to investments in manufacturing capabilities, both in the U.S. and internationally, for the first six months of 2026 and 2025. Equity Method Investments From time to time, we invest in beverage startup companies or in brand ownership companies to grow our presence in certain product categories, or enter into various licensing and distribution agreements to expand our product portfolio. Our investments may involve acquiring a minority interest in equity securities of a company, in certain cases with a protected path to ownership at our future option. ### Uncertainties and Trends Affecting Liquidity Disruptions in financial and credit markets, including those caused by inflation; global economic uncertainty; international conflicts; economic downturns; fluctuations in interest rates; the imposition of new tariffs or changes to existing tariffs; trade wars, barriers, or restrictions, or threats of such actions, and related uncertainty, may impact our ability to manage normal commercial relationships with our customers, suppliers, and creditors, and may also impact our ability to access liquidity through financial markets in a timely and cost-effective manner. These disruptions could have a negative impact on the ability of our customers to timely pay their obligations to us, thus reducing our cash flow, or the ability of our vendors to timely supply materials. Customer and consumer demand for our products may also be impacted by the risk factors discussed herein, as well as subsequent filings with the SEC, that could have a material effect on production, delivery, and consumption of our products, which could result in a reduction in our sales volume. ### SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION The KDP Notes are fully and unconditionally guaranteed by certain of our direct and indirect subsidiaries (the "Guarantors"), as defined in the indentures governing the KDP Notes. The Guarantors, other than JDE Peet’s, are 100% owned either directly or indirectly by us and jointly and severally guarantee, subject to the release provisions described below, our obligations under the KDP Notes. We have acquired 97.75% of the issued and outstanding ordinary shares of JDE Peet's, and intend to acquire the remaining shares through completion of the demerger process. On May 21, 2026, JDE Peet's agreed to fully and unconditionally guarantee, on a joint and several basis with KDP and the other Guarantors, the obligations of Maple in respect of the Maple Notes and the delayed draw term loan facility, and to fully and unconditionally guarantee, on a joint and several basis with Maple and the other Guarantors, the obligations of KDP in respect of its existing outstanding senior notes and revolving credit facility. JDE Peet's guarantees of KDP’s obligations provide that, in addition to the events specified in the applicable indentures and credit agreements governing such indebtedness, such guarantees shall automatically terminate upon the Separation. In addition, on May 21, 2026, Maple, KDP and the Guarantors agreed to fully and unconditionally guarantee, on a joint and several basis with each other, the obligations of JDE Peet's in respect of the JDE Peet's Notes. KDP and the Guarantors’ guarantees (excluding the guarantees of Maple) of the JDE Peet's Notes provide that, in addition to the events specified in the applicable agreements governing such indebtedness, such guarantees shall automatically terminate upon the Separation. None of our subsidiaries organized outside of the U.S., any of the subsidiaries held by Maple prior to the DPS Merger, or any of the subsidiaries acquired after the DPS Merger (collectively, the "Non-Guarantors") guarantee the KDP Notes, with the exception of Maple, which became a Guarantor effective March 6, 2026, and JDE Peet's, which became a Guarantor on May 21, 2026, as described above. The subsidiary guarantees with respect to the KDP Notes are subject to release upon the occurrence of certain events, including the sale of all or substantially all of a subsidiary's assets, the release of the subsidiary's guarantee of our other indebtedness, our exercise of the legal defeasance option with respect to the Notes, and the discharge of our obligations under the applicable indenture. The following schedules present the summarized financial information for Keurig Dr Pepper Inc. (the "Parent") and the Guarantors on a combined basis after intercompany eliminations; the Parent and the Guarantors' amounts due from and amounts due to Non-Guarantors are disclosed separately. The consolidating schedules are provided in accordance with the reporting requirements of Rule 13-01 under SEC Regulation S-X for the issuer and guarantor subsidiaries. The following schedules include Maple as a Guarantor effective March 6, 2026 and JDE Peet's as a Guarantor effective May 21, 2026. Summarized financial information for the Parent and Guarantors is as follows: | (in millions) | First Six Months of 2026 | | --- | --- | | Net sales | $5,621 | | Gross profit | 2,591 | | Income from operations | 513 | | Net loss | (96) | | (in millions) | June 30, 2026 | June 30, 2026 | | --- | --- | --- | | Current assets | $ | $3,037 | | Non-current assets | 28,004 | | | Total assets(1) | $ | $31,041 | | Current liabilities | $ | $12,021 | | Non-current liabilities | 30,328 | | | Total liabilities(2) | $ | $42,349 | (1) Includes $8 million of intercompany receivables due to the Parent and Guarantors from the Non-Guarantors as of June 30, 2026. (2) Includes $2,872 million of intercompany payables due to the Non-Guarantors from the Parent and Guarantors as of June 30, 2026. ## Item 2M. Management's Discussion and Analysis of Financial Condition and Results of Operations ### Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations The following discussion should be read in conjunction with our audited consolidated financial statements and notes thereto in our Annual Report. This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act, including, in particular, statements about the impact of future events, future financial performance, plans, strategies, business combinations, expectations, prospects, competitive environment, regulation, labor matters, supply chain issues, tariffs or trade wars and related uncertainty, inflation, and availability of raw materials. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as "outlook," "guidance," "anticipate," "enable," "expect," "believe," "could," "confident," "estimate," "feel," "continue," "ongoing," "forecast," "intend," "may," "on track," "plan," "positioned," "potential," "project," "should," "target," "will," "would," and similar words, phrases, or expressions and variations or negatives of these words in this Quarterly Report on Form 10-Q. We have based these forward-looking statements on our current views with respect to future events and financial performance. Our actual financial performance could differ materially from those projected in the forward-looking statements due to a variety of factors, including the inherent uncertainty of estimates, forecasts, and projections; global economic uncertainty or economic downturns; tariffs or the imposition of new tariffs, trade wars, barriers, or restrictions, sanctions, geopolitical disturbances and conflicts, or threats of such actions and related uncertainty; the risk that our financial performance may be better or worse than anticipated; risks related to the completion of the Separation in the anticipated timeframe, or at all; our incurrence of significant debt or our entry into other funding alternatives, in each case, which funded the acquisition of JDE Peet's, which may result in dilution to our stockholders or introduce complexity to our capital structure; additional risks associated with the JDE Peet's Acquisition and those geographies, countries, and associated governments where JDE Peet's currently operates; our ability to successfully integrate JDE Peet's into our business, or that such integration may be more difficult, time-consuming, or costly than expected; constraints on management's attention to operating and growing our business during the execution of the integration of JDE Peet's and the Separation; the potential downgrade of our credit ratings as a result of debt incurred and/or assumed in connection with the JDE Peet's Acquisition; the possibility of negative impacts on business relationships in connection with the JDE Peet's Acquisition and the Separation; the risk that the Separation incurs significant additional costs; the risk of potential litigation and regulatory actions; negative effects of the JDE Peet's Acquisition and pendency of the Separation on our share price; and the ability to achieve the anticipated strategic and financial benefits from the Separation. Given these uncertainties, you should not put undue reliance on any forward-looking statements. All of the forward-looking statements are qualified in their entirety by reference to the factors discussed under "Risk Factors" in Part II, Item 1A of this Quarterly Report on Form 10-Q, as well as our subsequent filings with the SEC. Forward-looking statements represent our estimates and assumptions only as of the date that they were made. We do not undertake any duty to update the forward-looking statements, and the estimates and assumptions associated with them, after the date of this Quarterly Report on Form 10-Q, except to the extent required by applicable securities laws. This Quarterly Report on Form 10-Q contains the names of some of our owned or licensed trademarks, trade names, and service marks, which we refer to as our brands. All of the product names included in this Quarterly Report on Form 10-Q are either our registered trademarks or those of our licensors. ### OVERVIEW KDP is a leading beverage company with more than 150 owned, licensed, and partner brands, that meet a wide range of needs and occasions. Our North American refreshment beverage business holds leadership positions across carbonated soft drinks, water, juice, and mixers, with a portfolio of iconic brands, such as Dr Pepper, Canada Dry, Mott's, A&W, Peñafiel, GHOST, 7UP, Snapple, Clamato, and Core Hydration. Our global coffee business spans more than 100 markets and includes the leading Keurig single‑serve brewing system in the U.S. and Canada, along with powerhouse brands such as Peet's, L'OR, and Jacobs, and other regional coffee leaders. On April 1, 2026, we acquired JDE Peet's, which contributed to our results beginning in the second quarter of 2026. Our four operating and reportable segments are U.S. Refreshment Beverages, U.S. Coffee, KDP International, and JDE Peet's. ### VOLUME In evaluating our performance, we use different volume measures for LRB, coffee and related products, and appliances. For LRB, we measure our sales volume in 288 fluid ounce equivalent cases. - For beverage concentrates, we measure our sales volume as concentrate case sales for concentrates sold by us to our bottlers and distributors. A concentrate case is the amount of concentrate needed to make one case of 288 fluid ounces of finished beverage, the equivalent of 24 twelve-ounce servings. It does not include any other component of the finished beverage other than concentrate. - For packaged beverages, we measure volume as case sales to customers. A case sale represents a unit of measurement equal to 288 fluid ounces of packaged beverage sold by us. Case sales include both our owned brands and certain brands licensed to and/or distributed by us. For coffee and related products, which includes single serve, ground, instant, and whole bean coffee, as well as related products, including tea and cocoa, we measure our sales volume in metric tons. For appliances, we measure sales volume in individual units. ### EXECUTIVE SUMMARY ### Results of Operations ### Second Quarter of 2026 as compared to Second Quarter of 2025 (in millions, except Diluted EPS) ### JDE PEET'S ACQUISITION On January 15, 2026, we commenced a tender offer to acquire all of the issued and outstanding ordinary shares of JDE Peet's for a cash offer price of €31.85 per share, without interest. We substantially completed the tender offer on April 1, 2026. The aggregate cash paid for tendered shares was approximately €15.1 billion, or $17.4 billion. During the first six months of 2026, we completed a series of transactions in order to obtain funding for the consideration of the JDE Peet's Acquisition: - Delayed Draw Term Loan of $3.6 billion - Senior Unsecured Notes of approximately $6 billion - JV Investment of $4 billion - Issuance of Convertible Preferred Stock of $4.5 billion Refer to Notes 2, 3, 4, and 5 of the Notes to our unaudited Condensed Consolidated Financial Statements for further information about these transactions and the closing of the JDE Peet's Acquisition. We have incurred acquisition, integration, and financing costs associated with the acquisition of JDE Peet's and planned Separation, which include costs to obtain proceeds to close the JDE Peet's acquisition and costs to manage the FX risk associated with the purchase price. These costs were primarily recorded to Selling, general, and administrative expenses, Interest expense, net, and Other expense (income), net, and aggregated to a pre-tax impact of approximately $624 million during the first six months of 2026. References in the financial tables to percentage changes that are not meaningful are denoted by "NM". We acquired JDE Peet's on April 1, 2026, which contributed to our results beginning in the second quarter of 2026. Percentage changes for consolidated results disclosed below include the impact of the acquisition. ### Second Quarter of 2026 Compared to Second Quarter of 2025 ### Consolidated Operations | ($ in millions, except per share amounts) | Second Quarter / 2026 | Second Quarter / 2025 | Percentage Change | | --- | --- | --- | --- | | Net sales | $7,309 | $4,163 | 75.6% | | Cost of sales | 4,243 | 1,908 | 122.4 | | Gross profit | 3,066 | 2,255 | 36.0 | | Selling, general, and administrative expenses | 2,397 | 1,356 | 76.8 | | Other operating expense, net | 41 | 1 | NM | | Income from operations | 628 | 898 | (30.1) | | Interest expense, net | 336 | 180 | 86.7 | | Other (income) expense, net | (13) | — | NM | | Income before provision for income taxes | 305 | 718 | (57.5) | | Provision for income taxes | 95 | 171 | (44.4) | | Net income | 210 | 547 | (61.6) | | Less: Net income attributable to non-controlling interests | 68 | — | 100.0 | | Net income attributable to KDP | $142 | $547 | (74.0) | | Earnings per common share: | | | | | Basic | $0.04 | $0.40 | (90.0)% | | Diluted | 0.04 | 0.40 | (90.0) | | Gross margin | 41.9% | 54.2% | (1,230) bps | | Operating margin | 8.6 | 21.6 | (1,300) bps | | Effective tax rate | 31.1 | 23.8 | 730 bps | Sales Volumes | Line item | Percentage Change | | --- | --- | | LRB | 2.8% | | Coffee and related products | 416.5 | | Appliances | 8.1 | Net Sales Drivers | Line item | Percentage Change | | --- | --- | | Volume / mix(1) | 70.4% | | Net price realization | 4.2 | | FX | 1.0 | | Total | 75.6% | (1) The JDE Peet’s Acquisition contributed 67.3% of the volume / mix growth in the quarter. Gross profit increased 36.0% to $3,066 million for the second quarter of 2026, as compared to $2,255 million for the second quarter of 2025. The benefits to gross profit of the JDE Peet’s Acquisition (45 percentage points) and legacy KDP net sales growth (10 percentage points) were partially offset by the impact of the JDE Peet’s inventory step-up recognized in cost of sales in the second quarter of 2026 (14 percentage points) and the net impact from changes in ingredients, materials, and productivity, inclusive of tariffs (4 percentage points). SG&A expenses increased 76.8% to $2,397 million for the second quarter of 2026, as compared to $1,356 million for the second quarter of 2025, primarily driven by the inclusion of JDE Peet’s SG&A expenses (53 percentage points) and transaction and integration costs associated with the JDE Peet’s Acquisition and the Separation (20 percentage points). Other operating expense, net was $41 million for the second quarter of 2026, as compared to $1 million for the second quarter of 2025, primarily reflecting non-cash write-offs of certain intellectual property assets in the current quarter. Income from operations decreased 30.1% to $628 million for the second quarter of 2026, as compared to $898 million for the second quarter of 2025, as increased gross profit was outpaced by increased SG&A and other operating expenses. Interest expense, net was $336 million for the second quarter of 2026, as compared to $180 million for the second quarter of 2025, driven by increased debt and higher financing costs, including debt acquired in the JDE Peet's Acquisition. The effective tax rate increased 730 bps to 31.1% for the second quarter of 2026, compared to 23.8% for the second quarter of 2025, primarily driven by a non-cash revaluation of state deferred tax liabilities as a result of the JDE Peet's Acquisition (920 bps). Net income was $210 million for the second quarter of 2026, as compared to $547 million for the second quarter of 2025, driven by reduced income from operations, increased interest expense, and the increased effective tax rate. Net income attributable to KDP was $142 million for the second quarter of 2026, including the dilutive impact of $68 million of net income attributable to non-controlling interests in the current quarter, primarily the Pod Manufacturing JV. Diluted EPS was $0.04 per diluted share for the second quarter of 2026 as compared to $0.40 in the second quarter of 2025, driven by reduced net income attributable to KDP and dividends allocated to preferred shareholders. Refer to Note 6 of the Notes to our Unaudited Consolidated Financial Statements for the computation of diluted EPS. ### Results of Operations by Segment The following tables provide certain results of operations for our reportable segments for the second quarter of 2026 and 2025. | (in millions) | Second Quarter / 2026 | Second Quarter / 2025 | Percentage Change | | --- | --- | --- | --- | | Net sales | | | | | U.S. Refreshment Beverages | $2,925 | $2,660 | 10.0% | | U.S. Coffee | 918 | 948 | (3.2) | | KDP International | 664 | 555 | 19.6 | | JDE Peet’s(1) | 2,802 | — | 100.0 | | Total net sales | $7,309 | $4,163 | 75.6 | | Income (loss) from operations | | | | | U.S. Refreshment Beverages | $857 | $746 | 14.9% | | U.S. Coffee | 149 | 233 | (36.1) | | KDP International | 152 | 143 | 6.3 | | JDE Peet’s(1) | (62) | — | 100.0 | | Unallocated corporate costs | (468) | (224) | 108.9 | | Income from operations | $628 | $898 | (30.1) | | Operating margin | | | | | U.S. Refreshment Beverages | 29.3% | 28.0% | 130 bps | | U.S. Coffee | 16.2 | 24.6 | (840) bps | | KDP International | 22.9 | 25.8 | (290) bps | | JDE Peet’s(1) | (2.2) | — | NM | (1) As we acquired JDE Peet’s on April 1, 2026, comparative information is not applicable for the second quarter of 2025. Sales Volumes | Line item | LRB | Coffee and related products | Appliances | | --- | --- | --- | --- | | U.S. Refreshment Beverages | 2.4% | — | — | | U.S. Coffee | NM | (12.8) | 2.1 | | KDP International | 4.5 | (2.0) | 6.3 | | JDE Peet's | — | 100.0 | 100.0 | Net Sales Drivers | Line item | Volume / Mix | Net Price Realization | FX | Total | | --- | --- | --- | --- | --- | | U.S. Refreshment Beverages | 6.5% | 3.5% | — | 10.0% | | U.S. Coffee | (8.2) | 5.0 | — | (3.2) | | KDP International | 6.5 | 5.9 | 7.2 | 19.6 | | JDE Peet's | 100.0 | — | — | 100.0 | ### U.S. Refreshment Beverages Sales volume increased 2.4% in the second quarter of 2026, led by growth in energy and sports hydration drinks, partially offset by declines in the balance of our portfolio. Net sales increased 10.0% to $2,925 million for the second quarter of 2026, driven by volume / mix growth and higher net price realization. Income from operations increased 14.9% to $857 million for the second quarter of 2026. This performance was led by the benefit to gross profit of net sales growth (21 percentage points) and a favorable comparison to Ghost integration expenses in the second quarter of 2025 (3 percentage points), partially offset by a net unfavorable change in ingredients, materials, and productivity, inclusive of tariffs (5 percentage points) and increased transportation and warehousing expenses (2 percentage points). ### U.S. Coffee Appliance volume increased 2.1%. Coffee and related products volume decreased 12.8%, reflecting price elasticity impacts, single serve category softness, and a temporary reporting shift of Peet’s K-cup pods into the JDE Peet’s segment. Net sales decreased 3.2% to $918 million for the second quarter of 2026, led by unfavorable volume / mix, which was partially offset by favorable net price realization. Income from operations decreased 36.1% to $149 million for the second quarter of 2026, driven primarily by costs associated with the integration of JDE Peet’s and the Separation (22 percentage points), a net unfavorable change in ingredients, materials, and productivity, inclusive of tariffs (17 percentage points), and the gross profit impact of the decline in net sales (7 percentage points). ### KDP International LRB sales volume increased 4.5%. Appliance volumes increased 6.3%. Coffee and related products volume decreased 2.0%. Net sales increased 19.6% to $664 million in the second quarter of 2026, reflecting favorable FX translation, volume / mix growth, and higher net price realization. Income from operations increased 6.3%, to $152 million for the second quarter of 2026, as the benefits from the gross profit impact of the higher net price realization and favorable net FX translation were partially offset by increased IEPS taxes in Mexico and a net unfavorable impact from changes in ingredients, materials, and productivity. ### JDE Peet's JDE Peet’s sales volumes, net sales, and loss from operations were wholly incremental to KDP as a result of the JDE Peet’s Acquisition. The loss from operations in the second quarter of 2026 included a $314 million increase in cost of sales due to the impact of the inventory step-up to fair value in connection with the JDE Peet’s Acquisition and the subsequent sale of that inventory. ### First Six Months of 2026 Compared to First Six Months of 2025 ### Consolidated Operations | ($ in millions, except per share amounts) | First Six Months / 2026 | First Six Months / 2025 | Percentage Change | | --- | --- | --- | --- | | Net sales | $11,285 | $7,798 | 44.7% | | Cost of sales | 6,121 | 3,558 | 72.0 | | Gross profit | 5,164 | 4,240 | 21.8 | | Selling, general, and administrative expenses | 3,739 | 2,548 | 46.7 | | Other operating expense (income), net | 41 | (7) | NM | | Income from operations | 1,384 | 1,699 | (18.5) | | Interest expense, net | 617 | 328 | 88.1 | | Other (income) expense, net | 105 | (7) | NM | | Income before provision for income taxes | 662 | 1,378 | (52.0) | | Provision for income taxes | 182 | 314 | (42.0) | | Net income | 480 | 1,064 | (54.9) | | Less: Net income attributable to non-controlling interests | 68 | — | NM | | Net income attributable to KDP | $412 | $1,064 | (61.3) | | Earnings per common share: | | | | | Basic | $0.24 | $0.78 | (69.2)% | | Diluted | 0.24 | 0.78 | (69.2) | | Gross margin | 45.8% | 54.4% | (860) bps | | Operating margin | 12.3 | 21.8 | (950) bps | | Effective tax rate | 27.5 | 22.8 | 470 bps | Sales Volumes | Line item | Percentage Change | | --- | --- | | LRB | 1.0% | | Coffee and related products | 206.5 | | Appliances | 0.6 | Net Sales Drivers | Line item | Percentage Change | | --- | --- | | Volume / mix(1) | 38.8% | | Net price realization | 4.8 | | FX | 1.1 | | Total | 44.7% | (1) The JDE Peet’s Acquisition contributed 35.9% of the volume / mix growth in the quarter. Gross profit increased 21.8% to $5,164 million for the first six months of 2026. The benefits to gross profit of the JDE Peet’s Acquisition (24 percentage points) and legacy KDP net sales growth (11 percentage points) were partially offset by the impact of the JDE Peet’s inventory step-up recognized in cost of sales in the first six months of 2026 (7 percentage points) and a net unfavorable impact from changes in ingredients, materials, and productivity, inclusive of tariffs (5 percentage points). SG&A expenses increased 46.7% to $3,739 million for the first six months of 2026, driven by the inclusion of JDE Peet’s SG&A expenses (28 percentage points), transaction and integration costs associated with the JDE Peet's Acquisition and the Separation (14 percentage points), and higher labor costs (2 percentage points). Other operating expense (income), net was expense of $41 million for the first six months of 2026, as compared to income of $7 million for the first six months of 2025, primarily reflecting non-cash write-offs of certain intellectual property assets in the current year-to-date period. Income from operations decreased 18.5% to $1,384 million for the first six months of 2026, as increased gross profit was more than offset by higher SG&A and other operating expenses. Interest expense, net increased 88.1% to $617 million for the first six months of 2026, driven by increased debt and higher financing costs, including debt acquired in the JDE Peet's Acquisition. Other (income) expense, net reflected expense of $105 million for the first six months of 2026, primarily driven by realized losses on FX forward contracts related to the funding of the JDE Peet’s Acquisition. This compared to income of $7 million in the first six months of 2025. The effective tax rate increased 470 bps to 27.5% for the first six months of 2026, compared to 22.8% in the first six months of 2025, primarily driven by a non-cash revaluation of state deferred tax liabilities as a result of the JDE Peet's Acquisition (420 bps), partially offset by discrete tax impacts associated with the completion of the JV Investment and the creation of the Pod Manufacturing JV (70 bps). Net income decreased 54.9% to $480 million for the first six months of 2026, driven by reduced income from operations, increased interest expense, and the increased effective tax rate. Net income attributable to KDP was $412 million for the first six months of 2026, including the dilutive impact of $68 million of net income attributable to non-controlling interests, primarily the Pod Manufacturing JV. Diluted EPS decreased 69.2% to $0.24 per diluted share for the first six months of 2026 as compared to $0.78 in the first six months of 2025, driven by reduced net income attributable to KDP and dividends allocated to preferred shareholders. Refer to Note 6 of the Notes to our Unaudited Consolidated Financial Statements for the computation of diluted EPS. ### Results of Operations by Segment The following tables provide certain results of operations for our reportable segments for the first six months of 2026 and 2025. | (in millions) | First Six Months / 2026 | First Six Months / 2025 | Percentage Change | | --- | --- | --- | --- | | Net sales | | | | | U.S. Refreshment Beverages | $5,524 | $4,983 | 10.9% | | U.S. Coffee | 1,775 | 1,825 | (2.7) | | KDP International | 1,184 | 990 | 19.6 | | JDE Peet's(1) | 2,802 | — | 100.0 | | Total net sales | $11,285 | $7,798 | 44.7 | | Income (loss) from operations | | | | | U.S. Refreshment Beverages | $1,578 | $1,400 | 12.7% | | U.S. Coffee | 309 | 435 | (29.0) | | KDP International | 237 | 233 | 1.7 | | JDE Peet's(1) | (62) | — | 100.0 | | Unallocated corporate costs | (678) | (369) | 83.7 | | Total income from operations | $1,384 | $1,699 | (18.5) | | Operating margin | | | | | U.S. Refreshment Beverages | 28.6% | 28.1% | 50 bps | | U.S. Coffee | 17.4 | 23.8 | (640) bps | | KDP International | 20.0 | 23.5 | (350) bps | | JDE Peet's(1) | (2.2) | — | NM | (1) As we acquired JDE Peet’s on April 1, 2026, comparative information is not applicable for the first six months of 2025. Sales Volumes | Line item | LRB | Coffee and related products | Appliances | | --- | --- | --- | --- | | U.S. Refreshment Beverages | 1.0% | — | — | | U.S. Coffee | NM | (9.7) | (2.7) | | KDP International | 0.9 | (2.0) | 0.4 | | JDE Peet's | — | 100.0 | 100.0 | Net Sales Drivers | Line item | Volume / Mix | Net Price Realization | FX | Total | | --- | --- | --- | --- | --- | | U.S. Refreshment Beverages | 6.8% | 4.1% | — | 10.9% | | U.S. Coffee | (8.1) | 5.4 | — | (2.7) | | KDP International | 3.3 | 7.4 | 8.9 | 19.6 | | JDE Peet's | 100.0 | — | — | 100.0 | ### U.S. Refreshment Beverages Sales volume increased 1.0%, led by growth in energy and sports hydration drinks, partially offset by declines in the balance of our portfolio. Net sales increased 10.9% to $5,524 million for the first six months of 2026, driven by volume / mix growth and higher net price realization. Income from operations increased 12.7% to $1,578 million for the first six months of 2026. This performance was driven by the gross profit impact of net sales growth (24 percentage points), which was partially offset by a net unfavorable impact from changes in ingredients, materials, and productivity, inclusive of tariffs (7 percentage points), increased transportation and warehousing expenses (3 percentage points), and higher labor costs (2 percentage points). ### U.S. Coffee Appliance volume decreased 2.7%, reflecting price elasticity impacts. Coffee and related products volume decreased 9.7%, reflecting price elasticity impacts and single serve category softness. Net sales decreased 2.7% to $1,775 million for the first six months of 2026, as higher net price realization was more than offset by unfavorable volume / mix. Income from operations decreased 29.0% to $309 million for the first six months of 2026, driven by a net unfavorable impact from changes in ingredients, materials, and productivity, inclusive of tariffs (22 percentage points), costs associated with the integration of JDE Peet’s and the Separation (12 percentage points) and increased marketing expenses (3 percentage points). ### KDP International LRB sales volume increased 0.9%. Appliance volumes increased 0.4%. Coffee and related products volume decreased 2.0%. Net sales increased 19.6% to $1,184 million in the first six months of 2026, reflecting favorable FX translation, higher net price realization, and favorable volume / mix. Income from operations increased 1.7% to $237 million for the first six months of 2026, as the benefit from higher net price realization was partially offset by increased IEPS taxes in Mexico and a net unfavorable impact from changes in ingredients, materials, and productivity. ### JDE Peet's JDE Peet’s sales volumes, net sales, and loss from operations were wholly incremental to KDP as a result of the JDE Peet’s Acquisition. The loss from operations in the first six months of 2026 included a $314 million increase in cost of sales due to the impact of the inventory step-up to fair value in connection with the JDE Peet’s Acquisition and the subsequent sale of that inventory. ### CRITICAL ACCOUNTING ESTIMATES The process of preparing our consolidated financial statements in conformity with U.S. GAAP requires the use of estimates and judgments that affect the reported amounts of assets, liabilities, revenue, and expenses. Critical accounting estimates are both fundamental to the portrayal of a company's financial condition and results and require difficult, subjective, or complex estimates and assessments. These estimates and judgments are based on historical experience, future expectations, and other factors and assumptions we believe to be reasonable under the circumstances. The most significant estimates and judgments are reviewed on an ongoing basis and revised when necessary. These critical accounting estimates are discussed in greater detail in Part II, Item 7 of our Annual Report. ### LIQUIDITY AND CAPITAL RESOURCES ### Overview We believe our financial condition and liquidity remain strong. We manage all aspects of our business, including monitoring the financial health of our customers, suppliers, and other third-party relationships, implementing gross margin enhancement strategies through our productivity initiatives, and developing new opportunities for growth, such as innovation and agreements with partners to distribute brands that are accretive to our portfolio. Cash generated by our foreign operations is generally repatriated to the U.S. periodically. We do not expect restrictions or taxes on repatriation of cash held outside the U.S. to have a material effect on our overall business, liquidity, financial condition, or results of operations for the foreseeable future. | (in millions) | First Six Months / 2026 | First Six Months / 2025 | | --- | --- | --- | | Net cash provided by operating activities | $1,176 | $640 | | Net cash used in investing activities | (16,899) | (278) | | Net cash provided by (used in) financing activities | 16,546 | (409) | ### Principal Sources of Capital Resources Our principal sources of liquidity are our existing cash and cash equivalents, cash generated from our operations, and borrowing capacity currently available under our 2025 Revolving Credit Agreement. Additionally, we have an uncommitted commercial paper program where we can issue unsecured commercial paper notes on a private placement basis. Based on our current and anticipated level of operations, we believe that our operating cash flows will be sufficient to meet our anticipated obligations related to our normal course of business for the next twelve months and thereafter for the foreseeable future. To the extent that our operating cash flows are not sufficient to meet our liquidity needs, we may utilize cash on hand or amounts available under our financing arrangements. From time to time, we may seek additional deleveraging, refinancing, or liquidity enhancing transactions, including entering into transactions to repurchase or redeem outstanding indebtedness or otherwise seek transactions to reduce interest expense, extend debt maturities, and improve our capital and liquidity structure. Sources of Liquidity - Operations Net cash provided by operating activities increased $536 million for the first six months of 2026, as compared to the first six months of 2025, driven by the favorable comparison in working capital as compared to the prior period. Sources of Liquidity - Financing Refer to Note 3 of the Notes to our Unaudited Consolidated Financial Statements for management's discussion of our financing arrangements. As of June 30, 2026, we were in compliance with all debt covenants and we have no reason to believe that we will be unable to satisfy these covenants. We also have an active shelf registration statement, filed with the SEC on August 15, 2025, which allows us to issue an indeterminate number or amount of common stock, preferred stock, debt securities, and warrants from time to time in one or more offerings at the direction of our Board. Credit Ratings Our credit ratings are as follows: Rating Agency Long-Term Debt Rating Commercial Paper Rating Outlook Date of Last Change Moody's Baa3 P-3 Stable March 10, 2026 S&P BBB- A-3 Stable March 10, 2026 Following the announcement of the JDE Peet's Acquisition and the corresponding financing arrangements entered into for the transaction, our credit ratings were downgraded by Moody's and S&P but remain investment grade. The downgrade of both our long-term debt and commercial paper ratings may have adverse effects on our borrowing costs, access to capital markets, liquidity, flexibility in responding to changing market conditions, and, as a result, our financial performance. JDE Peet's Acquisition We entered into various transactions in order to finance the JDE Peet's Acquisition. Refer to Note 2 of the Notes to our Unaudited Consolidated Financial Statements for additional information. ### Principal Uses of Capital Resources Our capital allocation priorities are investing to grow our business both organically and inorganically, strengthening our balance sheet, and returning cash to shareholders through regular quarterly dividends. We dynamically adjust our cash deployment plans based on the specific opportunities available in a given period, but over time we allocate capital to balance each of these priorities. Dividends We have declared total dividends to common shareholders of $0.46 per share in both the first six months of 2026 and 2025. Additionally, we have paid total dividends of $54 million to the holders of our Convertible Preferred Stock in the first six months of 2026. Acquisitions of Businesses and Purchases of Intangible Assets From time to time, we acquire brand ownership companies to expand our portfolio. We also invest in the expansion of our DSD network through transactions with strategic independent bottlers or third-party brand ownership companies to enhance competitive distribution scale. These transactions could be accounted for either as an acquisition of a business or, if the majority of the transaction price represents the acquisition of a single intangible asset, as an asset acquisition. In the second quarter of 2026, we completed the JDE Peet's Acquisition, which was the primary driver for the change in Net cash used in investing activities as compared to the prior period. Refer to Note 2 of the Notes to our Unaudited Consolidated Financial Statements for additional information. Other purchases of intangible assets were $4 million and $16 million for the first six months of 2026 and 2025, respectively. Capital Expenditures Purchases of property, plant, and equipment were $297 million and $226 million for the first six months of 2026 and 2025, respectively. Capital expenditures included in accounts payable and accrued expenses were $207 million and $155 million for the first six months of 2026 and 2025, respectively. Capital expenditures, which includes both purchases of property, plant, and equipment and amounts included in accounts payable and accrued expenses, primarily related to investments in manufacturing capabilities, both in the U.S. and internationally, for the first six months of 2026 and 2025. Equity Method Investments From time to time, we invest in beverage startup companies or in brand ownership companies to grow our presence in certain product categories, or enter into various licensing and distribution agreements to expand our product portfolio. Our investments may involve acquiring a minority interest in equity securities of a company, in certain cases with a protected path to ownership at our future option. ### Uncertainties and Trends Affecting Liquidity Disruptions in financial and credit markets, including those caused by inflation; global economic uncertainty; international conflicts; economic downturns; fluctuations in interest rates; the imposition of new tariffs or changes to existing tariffs; trade wars, barriers, or restrictions, or threats of such actions, and related uncertainty, may impact our ability to manage normal commercial relationships with our customers, suppliers, and creditors, and may also impact our ability to access liquidity through financial markets in a timely and cost-effective manner. These disruptions could have a negative impact on the ability of our customers to timely pay their obligations to us, thus reducing our cash flow, or the ability of our vendors to timely supply materials. Customer and consumer demand for our products may also be impacted by the risk factors discussed herein, as well as subsequent filings with the SEC, that could have a material effect on production, delivery, and consumption of our products, which could result in a reduction in our sales volume. ### SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION The KDP Notes are fully and unconditionally guaranteed by certain of our direct and indirect subsidiaries (the "Guarantors"), as defined in the indentures governing the KDP Notes. The Guarantors, other than JDE Peet’s, are 100% owned either directly or indirectly by us and jointly and severally guarantee, subject to the release provisions described below, our obligations under the KDP Notes. We have acquired 97.75% of the issued and outstanding ordinary shares of JDE Peet's, and intend to acquire the remaining shares through completion of the demerger process. On May 21, 2026, JDE Peet's agreed to fully and unconditionally guarantee, on a joint and several basis with KDP and the other Guarantors, the obligations of Maple in respect of the Maple Notes and the delayed draw term loan facility, and to fully and unconditionally guarantee, on a joint and several basis with Maple and the other Guarantors, the obligations of KDP in respect of its existing outstanding senior notes and revolving credit facility. JDE Peet's guarantees of KDP’s obligations provide that, in addition to the events specified in the applicable indentures and credit agreements governing such indebtedness, such guarantees shall automatically terminate upon the Separation. In addition, on May 21, 2026, Maple, KDP and the Guarantors agreed to fully and unconditionally guarantee, on a joint and several basis with each other, the obligations of JDE Peet's in respect of the JDE Peet's Notes. KDP and the Guarantors’ guarantees (excluding the guarantees of Maple) of the JDE Peet's Notes provide that, in addition to the events specified in the applicable agreements governing such indebtedness, such guarantees shall automatically terminate upon the Separation. None of our subsidiaries organized outside of the U.S., any of the subsidiaries held by Maple prior to the DPS Merger, or any of the subsidiaries acquired after the DPS Merger (collectively, the "Non-Guarantors") guarantee the KDP Notes, with the exception of Maple, which became a Guarantor effective March 6, 2026, and JDE Peet's, which became a Guarantor on May 21, 2026, as described above. The subsidiary guarantees with respect to the KDP Notes are subject to release upon the occurrence of certain events, including the sale of all or substantially all of a subsidiary's assets, the release of the subsidiary's guarantee of our other indebtedness, our exercise of the legal defeasance option with respect to the Notes, and the discharge of our obligations under the applicable indenture. The following schedules present the summarized financial information for Keurig Dr Pepper Inc. (the "Parent") and the Guarantors on a combined basis after intercompany eliminations; the Parent and the Guarantors' amounts due from and amounts due to Non-Guarantors are disclosed separately. The consolidating schedules are provided in accordance with the reporting requirements of Rule 13-01 under SEC Regulation S-X for the issuer and guarantor subsidiaries. The following schedules include Maple as a Guarantor effective March 6, 2026 and JDE Peet's as a Guarantor effective May 21, 2026. Summarized financial information for the Parent and Guarantors is as follows: | (in millions) | First Six Months of 2026 | | --- | --- | | Net sales | $5,621 | | Gross profit | 2,591 | | Income from operations | 513 | | Net loss | (96) | | (in millions) | June 30, 2026 | June 30, 2026 | | --- | --- | --- | | Current assets | $ | $3,037 | | Non-current assets | 28,004 | | | Total assets(1) | $ | $31,041 | | Current liabilities | $ | $12,021 | | Non-current liabilities | 30,328 | | | Total liabilities(2) | $ | $42,349 | (1) Includes $8 million of intercompany receivables due to the Parent and Guarantors from the Non-Guarantors as of June 30, 2026. (2) Includes $2,872 million of intercompany payables due to the Non-Guarantors from the Parent and Guarantors as of June 30, 2026. ## Item 3. Quantitative and Qualitative Disclosures About Market Risk In addition to the risks disclosed in our Annual Report, our market risk exposure has changed as a result of the JDE Peet's Acquisition. See below for a discussion of the incremental risks to our business, which should be considered in addition to the items discussed in Part II, Item 7A of our Annual Report. ### FOREIGN EXCHANGE RISK Due to the expanded geographic diversity of our operations as a result of the JDE Peet's Acquisition, we have increased exposure with respect to foreign exchange rate fluctuations. The primary exposures of JDE Peet's to foreign exchange rates are the Euro versus U.S. dollar and various other currencies. Exchange rate gains or losses related to foreign currency transactions are recognized as transaction gains or losses in earnings as incurred. JDE Peet's uses foreign currency derivative instruments such as foreign exchange forward contracts and cross-currency interest rate contracts to manage a portion of our exposure to changes in foreign exchange rates. As of June 30, 2026, JDE Peet's had foreign currency derivative contracts outstanding with notional values of $5,906 million, which mature at various dates through February 2034. The impact of a 10% weakening in the Euro is estimated to decrease the fair value of instruments such instrument by approximately $73 million. Any increase or decrease in the value of these foreign currency derivatives would have an approximately offsetting change in the underlying hedged risk. ### INTEREST RATE RISK We manage our debt portfolio through the use of interest rate contracts and monitor our mix of fixed-rate and variable-rate debt. As of June 30, 2026, the face value of our fixed-rate and variable-rate JDE Peet's Notes were $4,506 million and $686 million, respectively. From time to time, JDE Peet's also enters into interest rate contracts that effectively result in variable-rate interest payments or receipts. These derivative instruments are generally based on SOFR or EURIBOR, plus a credit spread. There is a limited impact of fluctuations in interest rates on our interest expense associated with variable rate interest payments on JDE Peet’s Notes. ### COMMODITY RISK We are subject to market risks with respect to commodities because our ability to recover increased costs through higher pricing may be limited by the competitive environment in which we operate. Our principal commodities risks for JDE Peet's relate to our purchases of coffee beans. We utilize commodities derivative instruments and supplier pricing agreements to hedge the risk of movements in commodity prices for limited time periods for certain commodities. As of June 30, 2026, JDE Peet's had derivative contracts outstanding with a notional value of $269 million maturing at various dates through January 2028. The fair market value of these contracts as of June 30, 2026 was a net asset of $25 million. As of June 30, 2026, a 10% change (up or down) in commodity prices is estimated to increase or decrease the fair value of these derivative instruments by approximately $27 million. Any change in the value of the commodities derivatives instruments would have an approximately offsetting change in the underlying hedged risk. ## Item 3Q. Quantitative and Qualitative Disclosures About Market Risk ### Item 3. Quantitative and Qualitative Disclosures About Market Risk In addition to the risks disclosed in our Annual Report, our market risk exposure has changed as a result of the JDE Peet's Acquisition. See below for a discussion of the incremental risks to our business, which should be considered in addition to the items discussed in Part II, Item 7A of our Annual Report. ### FOREIGN EXCHANGE RISK Due to the expanded geographic diversity of our operations as a result of the JDE Peet's Acquisition, we have increased exposure with respect to foreign exchange rate fluctuations. The primary exposures of JDE Peet's to foreign exchange rates are the Euro versus U.S. dollar and various other currencies. Exchange rate gains or losses related to foreign currency transactions are recognized as transaction gains or losses in earnings as incurred. JDE Peet's uses foreign currency derivative instruments such as foreign exchange forward contracts and cross-currency interest rate contracts to manage a portion of our exposure to changes in foreign exchange rates. As of June 30, 2026, JDE Peet's had foreign currency derivative contracts outstanding with notional values of $5,906 million, which mature at various dates through February 2034. The impact of a 10% weakening in the Euro is estimated to decrease the fair value of instruments such instrument by approximately $73 million. Any increase or decrease in the value of these foreign currency derivatives would have an approximately offsetting change in the underlying hedged risk. ### INTEREST RATE RISK We manage our debt portfolio through the use of interest rate contracts and monitor our mix of fixed-rate and variable-rate debt. As of June 30, 2026, the face value of our fixed-rate and variable-rate JDE Peet's Notes were $4,506 million and $686 million, respectively. From time to time, JDE Peet's also enters into interest rate contracts that effectively result in variable-rate interest payments or receipts. These derivative instruments are generally based on SOFR or EURIBOR, plus a credit spread. There is a limited impact of fluctuations in interest rates on our interest expense associated with variable rate interest payments on JDE Peet’s Notes. ### COMMODITY RISK We are subject to market risks with respect to commodities because our ability to recover increased costs through higher pricing may be limited by the competitive environment in which we operate. Our principal commodities risks for JDE Peet's relate to our purchases of coffee beans. We utilize commodities derivative instruments and supplier pricing agreements to hedge the risk of movements in commodity prices for limited time periods for certain commodities. As of June 30, 2026, JDE Peet's had derivative contracts outstanding with a notional value of $269 million maturing at various dates through January 2028. The fair market value of these contracts as of June 30, 2026 was a net asset of $25 million. As of June 30, 2026, a 10% change (up or down) in commodity prices is estimated to increase or decrease the fair value of these derivative instruments by approximately $27 million. Any change in the value of the commodities derivatives instruments would have an approximately offsetting change in the underlying hedged risk. ## Item 4. Controls and Procedures ### EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES Based on evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Exchange Act) our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that, as of June 30, 2026, our disclosure controls and procedures are effective to (i) provide reasonable assurance that information required to be disclosed in the Exchange Act filings is recorded, processed, summarized and reported within the time periods specified by the SEC's rules and forms, and (ii) ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act are accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. The JDE Peet's Acquisition, which was completed on April 1, 2026, had a material impact on our financial position, results of operations, and cash flows from the date of acquisition through June 30, 2026. The JDE Peet's Acquisition also resulted in material changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act). We are in the process of designing and integrating policies, processes, operations, technology, and other components of internal controls over financial reporting of JDE Peet's. Management will monitor the implementation of new controls and test the operating effectiveness when instances are available in future periods. Under guidelines established by the SEC, companies are allowed to exclude an acquired business from management's report on internal control over financial reporting for the first year subsequent to the acquisition while integrating the acquired operations. Accordingly, management will exclude JDE Peet's from its annual report on internal control over financial reporting as of December 31, 2026. ### PART II – OTHER INFORMATION ## Item 4C. Controls and Procedures ### Item 4. Controls and Procedures ### EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES Based on evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Exchange Act) our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that, as of June 30, 2026, our disclosure controls and procedures are effective to (i) provide reasonable assurance that information required to be disclosed in the Exchange Act filings is recorded, processed, summarized and reported within the time periods specified by the SEC's rules and forms, and (ii) ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act are accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. The JDE Peet's Acquisition, which was completed on April 1, 2026, had a material impact on our financial position, results of operations, and cash flows from the date of acquisition through June 30, 2026. The JDE Peet's Acquisition also resulted in material changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act). We are in the process of designing and integrating policies, processes, operations, technology, and other components of internal controls over financial reporting of JDE Peet's. Management will monitor the implementation of new controls and test the operating effectiveness when instances are available in future periods. Under guidelines established by the SEC, companies are allowed to exclude an acquired business from management's report on internal control over financial reporting for the first year subsequent to the acquisition while integrating the acquired operations. Accordingly, management will exclude JDE Peet's from its annual report on internal control over financial reporting as of December 31, 2026. ### PART II – OTHER INFORMATION ## Item 1. Legal Proceedings We are occasionally subject to litigation or other legal proceedings relating to our business. See Note 17 of the Notes to our Unaudited Consolidated Financial Statements for more information related to commitments and contingencies, which is incorporated herein by reference. ## Item 1A. Risk Factors In addition to other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the following risk factors, which have been updated from the risk factors set forth in Part I, Item 1A in our Annual Report. ### RISK FACTORS SUMMARY - Disruption of our manufacturing and distribution operations or supply chain, including increased input costs, may adversely affect our financial condition or results of operations. - We operate in highly competitive categories, and any inability to compete effectively could adversely impact our business. - We may not effectively respond to changing consumer preferences and shopping behavior, which could impact our financial results. - Concerns about the safety, quality, or health effects of our products could negatively affect our business. - Damage to our reputation or brand image can adversely affect our business. - If we do not successfully manage our acquisitions of and investments in new businesses or brands, our operating results may be adversely affected. - Failure to realize benefits or successfully manage the potential negative consequences of our productivity initiatives can adversely affect our financial performance. - Our facilities and operations may require substantial investment and upgrading, and such investments may not achieve the intended financial benefits. - We depend on key information systems, and our use of information technology exposes us to business disruptions that could adversely affect us. - Our intellectual property rights could be infringed or we could infringe the intellectual property rights of others, and adverse events regarding licensed intellectual property could harm our business. - Failure to attract, retain, develop and motivate a highly skilled and diverse workforce, or failure to effectively manage changes in our workforce could significantly impact our operations. - We may not be able to renew collective bargaining agreements on satisfactory terms, or we could experience union activity, including new unionization, labor disputes, or work stoppages. - Increases in our cost of employee benefits in the future could reduce our profitability. - A significant interruption at one of our production facilities could disrupt our supply of the affected products. - Our efforts to secure an adequate supply of quality or sustainable coffee may be unsuccessful. - If we are unable to manage our inventory and forecasting systems effectively, our business, financial condition, or results of operations could be adversely affected. - We negotiate with our suppliers to optimize our terms and conditions, including payment terms, and reductions in our payment terms with our suppliers could adversely affect our liquidity. - An impairment of the value of our goodwill and other indefinite lived intangible assets could have a material adverse effect on our financial statements. - We depend on third-party bottling and distribution companies for a significant portion of our business. - Changes in the retail landscape or in sales to any key customer can adversely affect our business. - Failure to maintain strategic relationships with brand owners, operators and private label brands, including through licensing and distribution agreements, could adversely impact our future growth and business, potentially resulting in the termination of those agreements. - Equity method investments are managed independently of us and may have different interests than we do. Their decisions could impact our financial performance. - The use of information technology by our third-party commercial partners and service providers exposes us to business disruptions or other negative impacts that could adversely affect us. - We rely on the performance of a limited number of suppliers, manufacturers and order fulfillment companies for our brewers and coffee machines, beverage concentrates, and syrups. - Our financial results may be negatively impacted by unfavorable economic and geopolitical conditions. - National and international laws and regulations could adversely affect our business. - Litigation or legal proceedings could expose us to significant liabilities and damage our reputation. - Increased concerns related to the use or disposal of plastics or other packaging materials can adversely affect our business and financial performance. - Significant additional labeling or warning requirements or limitations on the marketing or sale of our products may inhibit sales of affected products. - Our use of information technology and third-party service providers exposes us to cybersecurity breaches and other business disruptions that could adversely affect us. - Failure to comply with personal data protection and privacy laws can adversely affect our business. - Climate change or related legislation could adversely affect our business. - Water scarcity and quality could adversely affect our business. - Fluctuations in our effective tax rate may result in volatility in our financial results. - Fluctuations in foreign currency exchange rates relative to the U.S. dollar could have a material adverse effect on our financial results. - The market price of our common stock may decline if we do not achieve the expected benefits and synergies of the JDE Peet’s Acquisition. - Legal proceedings in connection with the JDE Peet's Acquisition could expose us to substantial costs. - If our due diligence investigation of JDE Peet's was inadequate, or if unexpected risks related to JDE Peet's and its business materialize, it could have a material adverse effect on our business. - The JDE Peet's Acquisition exposes us to inherent risks in JDE Peet's business and those geographies where JDE Peet's currently operates, which could adversely affect our business. - Our acquisition of JDE Peet’s exposes us to significant geopolitical, regulatory, and operational risks in Russia, including the potential loss of those operations, that could adversely affect our business. - We may not successfully integrate JDE Peet's into our business, or such integration may be more difficult, time-consuming, or costly than expected, which could adversely affect our business. - We are subject to business uncertainties related to the JDE Peet's Acquisition. - We have incurred and assumed significant debt as a result of the JDE Peet's Acquisition, which could adversely affect our financial performance. - In connection with the JDE Peet's Acquisition, we consummated the JV Investment, which could restrict our operational and corporate flexibility, impact our cash resources, and/or depress the market price of our common stock. - The issuance of Convertible Preferred Stock in connection with the JDE Peet's Acquisition may adversely affect the rights and market price of our common stock as well as our capital resources. - The Separation may not be completed on the terms or timeline currently contemplated, if at all, and will involve significant time, expenses, and resources, which could adversely affect our business. - We may be unable to achieve some or all of the anticipated strategic and financial benefits from the Separation. - Following the Separation, we may not maintain a satisfactory credit rating, which could adversely affect the financial performance of our businesses. - Following the Separation, the price of our common stock may decline and may experience greater volatility. ### RISKS RELATED TO OUR OPERATIONS ### Disruption of our manufacturing and distribution operations or supply chain, including increased input costs, may adversely affect our financial condition or results of operations. We have experienced, and could continue to experience, disruptions in our supply chain and our manufacturing and distribution operations, which could have a material adverse effect on our business. Some raw materials and supplies used in the production of our products, including packaging materials and green coffee, are available from a limited number of suppliers or could be in short supply when seasonal demand is at its peak or when international logistics are disrupted. Certain raw materials and supplies used in the production of our products are sourced from countries experiencing unfavorable economic conditions, civil unrest or political instability. Adverse weather conditions may affect the supply of agricultural commodities from which key ingredients for our products are derived. We may not be able to maintain favorable arrangements and relationships with suppliers, and our contingency plans may not be effective to mitigate disruptions that may arise from shortages or discontinuation of any raw materials and other supplies that we use in the manufacture and distribution of our products. In order to ensure a continuous supply of high-quality raw materials, some of our inventory purchase obligations include long-term purchase commitments for certain strategic raw materials; the timing of these may not always coincide with the period in which we need the supplies to fulfill customer demand. Any sustained or significant disruption to the manufacturing or sourcing of raw materials could increase our costs and interrupt product supply, which could adversely impact our business. Additionally, if demand increases beyond our production capabilities, we may need to expand our capacity. The raw materials and other supplies, including agricultural commodities (such as green coffee, including Arabica and Robusta beans, tea leaf, palm and coconut oil, milk, sugar, cocoa, corn and apples), fuel (crude oil, electricity and natural gas) and packaging materials (including aluminum, resins, paper products, and glass), transportation, and other supply chain inputs that we use for the manufacture, production, and distribution of our products are subject to price volatility and fluctuations in availability caused by many factors, including changes in supply and demand; supplier capacity constraints; inflation; weather conditions (including the effects of climate change); natural disasters; disease or pests; agricultural uncertainty; cost increases in farm inputs; health epidemics, pandemics, or other contagious outbreaks; labor shortages, strikes, or work stoppages; changes in or the enactment of new laws and regulations; governmental actions or controls (including import/export restrictions, such as new, increased, or retaliatory tariffs, sanctions, quotas, or trade barriers); port congestion or delays; transport capacity constraints; cybersecurity incidents or other disruptions; political uncertainties; acts of terrorism; governmental instability; speculation in global trading of commodities, such as green coffee; or fluctuations in foreign currency exchange rates. Many of these factors could also cause a significant disruption at our manufacturing and distribution facilities, or the facilities of our bottlers, contract manufacturers, or distributors, which could have a material adverse effect on our business. We have been affected by a number of these factors, led by inflationary pressures on input and other costs, which may continue. Many of our raw materials and supplies are purchased in the open market, and the prices we pay for such items are subject to fluctuation. Under many of our supply arrangements, the price we pay for raw materials fluctuates along with certain changes in underlying commodities costs. This could lead to higher and more variable inventory levels or higher raw material costs for us. The quality of the green coffee we seek tends to trade on a negotiated basis at a premium to or, at times, discount from, the underlying futures of green coffee, and can vary significantly. Single-origin, Arabica, and responsibly-sourced green coffee sell at higher prices than other green coffees, in part because producers cannot increase supply in the short run to meet rising demand. Volatility in green coffee prices can impact our ability to enter into fixed-price purchase commitments. We frequently enter into “price-to-be-fixed” supply contracts with defined quality, quantity, and other negotiated terms, but the date, and therefore price, at which the base coffee commodity price component will be fixed has not yet been established. We also enter into forward delivery contracts for physical green coffee and use futures to hedge our exposure to green coffee prices. When input prices increase unexpectedly or significantly, we may be unwilling or unable to increase our finished product prices or unable to effectively hedge against price increases to offset these increased costs without suffering reduced volume, revenue, margins, and operating results. To the extent that price increases on finished products are not sufficient to offset higher costs adequately or in a timely manner, or if they result in significant decreases in sales volume, our financial condition or results of operations may be adversely affected. For example, if the price of green coffee were to increase significantly and we are unable to increase our prices sufficiently to an equivalent degree to compensate, we may be required to take additional measures in affected markets, including ceasing advertising campaigns or temporarily halting trading in such markets. In addition, if we have previously hedged a commodity at higher price levels and that commodity’s price then decreases rapidly, the resulting change in value of the derivative instruments could increase our cost of goods sold. We are also exposed to counterparty risk under our hedging and physical green coffee contracting arrangements and, because the terms of our fixed-price purchase commitments do not necessarily match the term of our agreements to sell products to customers, our hedging strategies may not effectively reduce our exposure to commodity price increases. In addition, there may be a time lag between when commodity costs increase and when we are able to increase our prices, which may compress our margins, and if commodity prices then decline before we have increased our prices, we may be unable to recover losses caused by such temporary increases in commodity costs. ### We operate in highly competitive categories, and any inability to compete effectively could adversely impact our business. The beverage industry is highly competitive and continues to evolve in response to changing consumer preferences. We compete with multinational corporations with established brands that can rapidly respond to competitive pressures and changes in consumer preferences by introducing new products, changing their route-to-market, reducing prices, or increasing promotional activities. We also compete with various smaller or regional companies and private label manufacturers, which may be more innovative, better able to bring new products to market, and better able to quickly serve niche markets or better meet continuously evolving consumer preferences. Additionally, we compete for contract manufacturing with other bottlers and manufacturers. A significant portion of our business is attributable to sales of single serve coffee formats, including K-Cup pods for use with Keurig brewing systems and other single serve coffee formats compatible with various third-party single serve coffee brewers. Continued acceptance of Keurig brewers and other single serve coffee brewers compatible with our products to further increase household penetration is a significant factor in our growth plans. Any substantial or sustained decline in the sale of brewers could materially and adversely affect our business. Keurig brewers and other single serve brewers related to our single serve offerings compete against all sellers and types of coffeemakers, as well as coffee stores. Our competitive position may be weakened if we do not succeed in differentiating our single serve brewers from our competitors’ products. Our portfolio spans across a broad range of brands, each subject to distinct competitive dynamics and consumer demand drivers. Across our product formats, our sales may be adversely affected by our inability to maintain or increase prices, effectively promote our products, or respond to new market entrants and competitive offerings. Our results may also be negatively impacted if wholesalers, retailers, or consumers choose competitors’ products over ours, or if we experience increased marketing costs, higher in-store placement costs or slotting fees. In addition, the continued growth of e-commerce may also create additional consumer price deflation by, among other things, facilitating comparison shopping and could potentially threaten the value of some of our legacy route to market strategies. If we are unable to compete effectively, our business and our financial results would be negatively affected. ### We may not effectively respond to changing consumer preferences and shopping behavior, which could impact our financial results. Consumers’ preferences continually evolve due to a variety of factors, including changes in demographics, social trends, consumer lifestyles and consumption patterns, and the use of weight loss drugs, concerns or perceptions regarding the health effects or environmental impact of our products or packaging, the pricing of our products, concerns regarding the location of origin or source of ingredients and products, changes in consumers’ spending habits, negative publicity, economic downturn, inflation or other factors. If we do not effectively anticipate and respond to changing trends and consumer preferences, including through innovation and renovation, our sales and growth could suffer. Addressing changes in consumer preferences may require successful development, introduction, and marketing of new products and line extensions. There are also inherent risks associated with new product or packaging innovation, including uncertainties about trade and consumer acceptance or potential impacts on our existing product offerings. Successful innovation may depend on our ability to obtain, protect, and maintain necessary intellectual property rights and to avoid infringing upon the intellectual property rights of others. In addition, because our consumer base is geographically dispersed, we must offer an array of products that satisfy a broad spectrum of consumer preferences, and if we fail to maintain or expand our product offerings successfully to satisfy such a broad spectrum of preferences, demand for our products could decrease. Failure to innovate successfully could compromise our competitive position and impact our product sales, financial condition, and operating results. The effectiveness of our marketing and advertising activities, on which we depend in part to drive awareness and sales, may not generate the consumer awareness or sales we anticipate, and we rely on a limited number of third-party providers to support these activities, some of which have longstanding relationships with us and historical knowledge of our business; any deterioration of these relationships could disrupt our marketing and advertising efforts. Consumers are increasingly focused on sustainability, with particular attention to the recyclability or reuse of product packaging, reducing consumption of single-use plastics and non-recyclable materials, the environmental impact of manufacturing operations, and the ethical standards of product sourcing and production. If we do not meet consumer demands by continuing to provide sustainable packaging options and focusing on sustainability throughout our manufacturing operations, our sales could suffer. Consumer shopping behavior is also rapidly evolving. Changes in mobility, travel, and leisure activity patterns, the acceleration of e-commerce, social media (including influencers), inflation and economic uncertainty, and pandemics, epidemics, or other disease outbreaks, among others, have impacted and could continue to impact consumer shopping behavior and demand for our products. If we are unable to meet consumers where and when they desire their products or if we are unable to respond effectively to changes in distribution channels, our financial results could be adversely impacted. ### Concerns about the safety, quality, or health effects of our products could negatively affect our business. The success of our business depends in part on our ability to maintain consumer confidence in the safety and quality of all of our products, including coffee and tea, and beverage products, their ingredients, their packaging, and our coffee machines and brewers. Failures or perceived failures to meet our quality, health, or safety standards, (including product contamination or tampering, undeclared allergens, or allegations of mislabeling) have occurred in the past and may occur again, whether in our own operations or those of our manufacturers, distributors, or suppliers. This risk may grow as we expand our product offerings through innovation, partnerships, or acquisitions into new beverage categories, including product contamination or tampering, undeclared allergens, or allegations of mislabeling, whether actual or perceived, has occurred, and may in the future occur, in our operations or those of our bottlers, manufacturers, distributors, or suppliers. This could result in time-consuming and expensive production interruptions, recalls, market withdrawals, product liability claims, and negative publicity. It could also result in the destruction of product inventory, lost sales due to the unavailability of products for a period of time, fines from applicable regulatory agencies, and higher-than-anticipated rates of warranty returns and product returns. Moreover, negative publicity may result from false, unfounded, or nominal liability claims, or from limited recalls. In addition, adverse public opinion, third-party studies, or other allegations, whether or not valid, regarding the perceived or potential negative health effects of processing or ingredients in some of our beverage products, such as concerns about the caloric intake associated with soft drinks, the caffeine content of certain of our beverages, or the use of synthetic colors, beverages sweetened with sugar or high-fructose corn syrup, nutritive and non-nutritive sweeteners or other additives in some of our products, or chemicals of concern or other substances in our ingredients or materials, may contribute to actual or threatened legal action, negative consumer perception of our products, new or increased taxes on our products, or additional government regulation, including new or increased restrictions on the inclusion of our products in benefit programs, such as the U.S. supplemental nutrition assistance program known as SNAP, any of which could result in decreased demand for our products or reformulations of existing products to remove such ingredients or substances, which may be costly and reduce their appeal. Such risks may be increased if government officials make public statements about alleged risks purportedly associated with processing particular ingredients used in some of our products, or unintentional contaminants that may be present in the water supply. Any or all of these events may lead to a loss of consumer confidence and trust, could damage the reputation of our brands, and may cause consumers to choose other products, which could negatively affect our business and financial performance. ### Damage to our reputation or brand image can adversely affect our business. Our ability to maintain our reputation and the brand image of our products is important to our success. Our corporate image and reputation have in the past been, and could in the future be, adversely impacted by a variety of factors, including: any failure by us or our business partners to achieve goals or maintain high standards relating to ethical and business practices, including with respect to human rights, child labor laws, workplace conditions, employee health and safety, the nutrition profile of our products, packaging, water use, and impact on the environment; any failure to address health or other concerns about our products, products we distribute, or particular ingredients in our products, including concerns regarding whether certain of our products contribute to obesity or an increase in public health costs; our research and development efforts; any product quality or safety issues, including the recall of any of our products; any failure to comply with laws and regulations; and consumer perception of our advertising campaigns, sponsorship arrangements, marketing programs, use of social media, and our response to political and social issues or catastrophic events; or any failure to effectively respond to negative or inaccurate comments about us on social media or otherwise regarding any of the foregoing. Damage to our reputation or brand image could decrease demand for our products, thereby adversely affecting our business. ### If we do not successfully manage our acquisitions of and investments in new businesses or brands, our operating results may be adversely affected. From time to time, we acquire or invest in businesses or brands, form joint ventures and enter into licensing and distribution agreements. If we are unable to complete such transactions or successfully integrate and develop acquired businesses, we could fail to achieve the expected increases in revenues and operating results or the anticipated synergies and cost savings. Additional acquisition risks which could adversely affect our financial results include the diversion of management attention from our existing business, potential loss of key employees, suppliers, or customers from the acquired business, assumption of unforeseen risks and liabilities, and greater than anticipated operating costs of the acquired business, among others. Our quality management protocols, which are designed to ensure product quality and safety, may not be sufficiently robust to fully manage the expanded range of product offerings introduced through new investments or licensing or distribution agreements, which may increase our costs or subject us to negative publicity. In addition, we may also experience delays in extending our respective internal control over financial reporting to new acquisitions or investments, which may increase the risk of misstatements in our financial records and in our consolidated financial statements. In the past we have been, and in the future we may be, unable to realize the expected benefits of acquisitions, investments, or licensing or distribution agreements; it may also take longer than expected to realize the expected benefits. Our ability to manage and improve the performance of acquired businesses or brands and our other investments and ventures will impact our financial performance. If we are unable to achieve the strategic and financial objectives for such transactions, our consolidated results could be negatively affected. Refer to the Risks Related to the JDE Peet's Acquisition section for risks specific to the JDE Peet's Acquisition. ### Failure to realize benefits or successfully manage the potential negative consequences of our productivity initiatives can adversely affect our financial performance. We pursue strategic initiatives that are transformative in nature and are expected to generate significant cost savings or productivity, over time. These strategic initiatives have included investments in new technologies and the optimization of certain processes and of our manufacturing footprint. Some of our productivity initiatives may result in unintended consequences, such as business disruptions, distraction of management and employees, reduced morale and productivity, inability to obtain expected savings to reinvest into the business, an inability to attract or retain employees, negative publicity and disruption of the internal control structures of the affected business operations. If we are unable to successfully implement our productivity initiatives as planned or do not achieve expected savings as a result of these initiatives, we may not realize all or any of the anticipated benefits, resulting in adverse effects on our financial performance. ### Our facilities and operations may require substantial investment and upgrading, and such investments may not achieve the intended financial benefits. We continue to incur significant costs to maintain or upgrade various technologies, facilities, and equipment or restructure our operations, including closing existing facilities or opening new ones. We invest in new and emerging technologies, including the use of automation, connected data, robotics, and artificial intelligence throughout our operations, including in our manufacturing and distribution facilities and our sales and marketing organization. If the cost of our investments is higher than anticipated, the investments and upgrades are not sufficient to meet our near-term future business needs, our business does not develop as anticipated to appropriately utilize new or upgraded facilities, or third parties fail to complete the construction or renovation of facilities or production equipment in a timely manner or in accordance with our specifications, we may be delayed in realizing the intended benefits or our costs and financial performance could be negatively affected. In addition, certain of our joint venture arrangements may require us to bear additional costs or provide additional funding if expenses, including capital expenditures, exceed agreed budget thresholds, which could increase our cash requirements and adversely affect our financial performance. We have ongoing programs to invest in and upgrade our manufacturing, distribution and other facilities. These investments require us to rely on third parties for the construction and renovation of our facilities and manufacturing of our production equipment. We have experienced delays related to the production equipment contained within our manufacturing facilities, including delays in receiving the equipment or in operating the equipment according to specifications outlined by the manufacturer, which have led to increased costs, and we may continue to experience such delays and cost increases. ### We depend on key information systems, and our use of information technology exposes us to business disruptions that could adversely affect us. Our information systems contain proprietary and other confidential information related to our business. These systems and services are vulnerable to interruptions or other failures resulting from, among other things, natural disasters, terrorist attacks, software, equipment or telecommunications failures, processing errors, computer viruses, other security issues or supplier defaults. Security, backup and disaster recovery measures may not be adequate or implemented properly to avoid such disruptions or failures. Any disruption or failure of these systems or services could cause substantial errors, processing inefficiencies, security breaches, inability to use the systems or process transactions, loss of customers or other business disruptions, all of which could negatively affect our business and financial performance. Our users’ data and customer information may be improperly accessed, used or disclosed if we fail to adopt or adhere to adequate information security practices or in the event of a breach of our networks, which could subject us to legal action, reputational harm, or otherwise negatively impact our business and financial performance. Our intellectual property rights could be infringed or we could infringe the intellectual property rights of others, and adverse events regarding licensed intellectual property could harm our business. We possess intellectual property that is important to our business. This intellectual property includes proprietary blending and roasting processes and recipes, ingredient formulas, trademarks, copyrights, patents, business processes, and other trade secrets. We cannot be certain that the legal steps taken to protect our rights will be sufficient or that others will not infringe or misappropriate our rights. In addition, some of our production processes are not proprietary, and competitors may be able to duplicate them, which could harm our competitive position. If we fail to adequately protect our intellectual property rights, or if changes in laws diminish or remove the current legal protections available to them, the competitiveness of our products may be eroded and our business could suffer. We and third parties, including competitors, could come into conflict over intellectual property rights, resulting in disruptive and expensive litigation. If we are unable to protect our intellectual property rights, our brands, products, and business could be harmed. We also license various intellectual property rights from third parties and license certain intellectual property rights to third parties. Adverse events affecting those third parties or their products could also negatively impact our brands. In some countries, third parties own certain intellectual property that we own in other countries. For example, the Dr Pepper trademark and formula is owned by Coca-Cola in some countries outside North America. Adverse events affecting those third parties or their products could also negatively impact our brands. ### Failure to attract, retain, develop and motivate a highly skilled and diverse workforce, or failure to effectively manage changes in our workforce could significantly impact our operations. The labor market has experienced and may continue to experience labor shortages, inflation in labor costs and increased employee turnover, which has impacted and may continue to impact our ability to attract and retain a highly skilled and diverse workforce. Competition in the labor market for qualified employees has increased alongside current and prospective employees’ changing expectations for compensation, benefits, and flexible work models. Unplanned turnover or failure to develop and implement succession plans for senior management and other key personnel could deplete our institutional knowledge base and erode our competitiveness. Failure to attract, retain, develop, and motivate a highly skilled and diverse workforce, including employees with specialized capabilities could impair our product quality, innovation, reputation and operations. ### We may not be able to renew collective bargaining agreements on satisfactory terms, or we could experience union activity, including new unionization, labor disputes, or work stoppages. Many of our employees that are involved in the manufacturing or distribution of our products are covered by collective bargaining agreements. Additional employees have sought and may continue to seek to be covered by collective bargaining agreements, which may be facilitated by changing labor laws and regulations. The terms and duration of these agreements vary by country and by the specific agreement. While some collective bargaining agreements may have terms of several years, others have shorter durations, and in certain jurisdictions, particular provisions may continue to apply even after expiration until a new agreement is reached. We may not be able to renew collective bargaining agreements on satisfactory terms or at all. This could result in labor disputes, strikes, or work stoppages, which could impair our ability to manufacture and distribute our products and result in a substantial loss of sales. The terms of new, existing, renewed, or expanded agreements could also significantly increase our costs or negatively affect our ability to increase operational efficiency. In addition, we have works councils in place in certain jurisdictions, and certain employment-related decisions affecting all or certain groups of employees may be implemented only with the relevant works council’s consent or after consultation with it. If we fail to obtain such consent or complete required consultation, we may be unable to implement certain changes in a timely manner or at all, which could increase our costs or disrupt our operations. ### Increases in our cost of employee benefits in the future could reduce our profitability. Our profitability is substantially affected by costs for employee health care, pension and other retirement programs and other benefits. In recent years, these costs have increased significantly due to factors such as increases in health care costs and changes to labor and retirement regulations. We sponsor defined benefit person and other post-employment benefit plans in certain jurisdictions outside the United States. The funded status and cost of these plans are sensitive to changes in interest rates and to the market value of plan assets, which can cause our net periodic benefit costs and required cash contributions to fluctuate significantly from period to period. The amount and timing of these contributions are subject to minimum funding requirements that vary by jurisdiction and that, in certain cases, are determined by trustees or other bodies acting independently of us, and in certain jurisdictions we could remain responsible for funding any future plan deficits. These factors will continue to put pressure on our business and financial performance. There can be no assurance that we will succeed in limiting future cost increases and continued upward cost pressure could have a material adverse effect on our business and financial performance. ### A significant interruption at one of our production facilities could disrupt our supply of the affected products. We have consolidated production capacity for certain products into a limited number of sites, and in some cases, a single site. A significant interruption at any such facility could disrupt our ability to manufacture or distribute the affected products and, for products that are made or roasted to order or held in limited inventory, could affect our sales almost immediately. Certain of our facilities are also located in areas subject to earthquakes or other natural hazards, which could amplify the impact of any such interruption. Because of the specialization of our manufacturing facilities, resuming operations at, or reconstructing, an affected facility may take an extended period of time and require significant capital expenditures. Alternative facilities with sufficient capacity or capabilities may not be available, may cost substantially more than existing facilities, or may take a significant time to start production, each of which could negatively affect our business and financial performance. ### Our efforts to secure an adequate supply of quality or sustainable coffee may be unsuccessful. We are dependent on the availability of an adequate supply of green coffee, including Arabica and Robusta green coffee, at the required volumes and quality levels from our coffee suppliers, traders, exporters, cooperatives, and growers, as well as on the availability of an adequate supply of tea. We also seek to source green coffee and tea responsibly, relying both on third-party sustainability standards or certifications and on our own human rights and environmental due diligence processes across our supply chain. We may be unable to secure green coffee and tea of the quality, in the volumes, or with the sustainability certifications we require, and any failure to do so could disrupt our supply, increase our costs, or adversely affect our ability to meet customer demand. Certain of our offerings are particularly dependent on a continued supply of premium Arabica green coffee, including single-origin coffees sourced principally from Central and South America, which cannot be readily substituted with green coffee from other origins. As a result, disruptions affecting these sourcing regions, or our inability to obtain coffee of comparable quality or origin, could disproportionately affect these offerings. In addition, evolving sustainability-related regulations may affect our ability to source coffee and tea. For example, the EUDR, which is being phased in and remains subject to ongoing implementation developments and guidance, would restrict companies from placing products on, or exporting them from, the European Union unless they conduct extensive diligence on the value chain to ensure that the products do not result from recent deforestation, forest degradation or breaches of local laws, and they have a relevant due diligence statement confirming such compliance. The scope of products subject to the EUDR may also expand over time, including through implementing or delegated measures that bring additional coffee or other products within its scope. Compliance with the EUDR and similar regulations in other jurisdictions may increase our costs and administrative burden, require enhanced traceability and diligence across our supply chain and restrict the sources from which we can obtain coffee, and any failure to comply could result in penalties, loss of market access or reputational harm, any of which could have a material adverse effect on our business. ### If we are unable to manage our inventory and forecasting systems effectively, our business, financial condition, or results of operations could be adversely affected. We rely on our inventory management and forecasting systems to forecast demand, fulfill customer orders in a timely manner and operate our supply chain efficiently. Accurate demand forecasts are necessary to avoid losing sales of popular products and to avoid producing excess inventory that we are unable to sell without discounting. A failure to forecast demand accurately or to manage these systems effectively could impair our ability to fulfill customer orders efficiently and expose us to penalties, particularly in our consumer-packaged goods business, under certain of our customer arrangements for failing to meet specified delivery requirements, which could adversely affect our product sales and operating results. ### RISKS RELATED TO OUR FINANCIAL PERFORMANCE ### We negotiate with our suppliers to optimize our terms and conditions, including payment terms, and reductions in our payment terms with our suppliers could adversely affect our liquidity. We negotiate with our suppliers to optimize our terms and conditions, which includes the consideration of payment terms. Excluding our suppliers who require cash at date of purchase or sale, our current payment terms with our suppliers generally range from 10 to 360 days. The length of our payment terms has been reduced in recent periods and may continue to be reduced, including as a result of regulatory developments to regulate payment terms, a supplier being replaced, renegotiation of a supplier's contract during the procurement process, through efforts to increase the overall pool of potential suppliers for selection, or in order to receive favorable pricing or other terms during commercial negotiations. Reductions in our payment terms have negatively affected, and could continue to negatively affect, our liquidity and our ability to maximize our working capital. Reduced payment terms have contributed to, and could continue to contribute to, our need to utilize various financing arrangements for short-term liquidity. We also rely on supply chain financing and similar arrangements with respect to certain of our payables. If these arrangements become unavailable or more costly, are scaled back, or are reclassified, or if related regulatory requirements change, our liquidity and working capital could be adversely affected. ### An impairment of the value of our goodwill and other indefinite lived intangible assets could have a material adverse effect on our financial statements. As of June 30, 2026, we had $88 billion of total assets, of which approximately $30 billion were goodwill and approximately $38 billion were intangible assets. Intangible assets include both definite and indefinite lived intangible assets in connection with brands, trade names, acquired technology, customer relationships, contractual arrangements, and distribution rights. We conduct impairment tests on goodwill and all indefinite lived intangible assets annually, as of October 1, or more frequently if circumstances indicate that all or a portion of the carrying amount of an asset may not be recoverable. A portion of our goodwill and intangible assets was recognized in connection with the Acquisition. If we do not realize the anticipated benefits or synergies of the Acquisition, or if the performance of the acquired businesses falls short of the expectations reflected in our forecasts, the recoverable amount of this goodwill could decline, increasing the risk of a material impairment charge. In addition, definite lived intangible assets, property, plant, and equipment, and equity method investments are evaluated for impairment or accelerated depreciation as circumstances indicate. The impairment tests require us to make an estimate of the fair value of our reporting units and other intangible assets. We have in the past recorded impairments, including during the year ended December 31, 2025, and could do so again as a result of changes in assumptions, estimates or circumstances, some of which are beyond our control. Factors which could result in an impairment include changes in our financial and operating outlook and changes in our discount rates, which could change due to factors such as movement in risk-free interest rates, changes in general market interest rates and market beta volatility, and changes to management's view of forecasted risk, among others. Since a number of factors may influence determinations of fair value of intangible assets, we are unable to predict whether impairments of goodwill or other indefinite lived intangibles will occur in the future. Any such impairment would result in us recognizing a non-cash charge in our Consolidated Statements of Income, which could adversely affect our results of operations and our effective tax rate. ### RISKS RELATING TO OUR RELATIONSHIPS WITH THIRD PARTIES ### We depend on third-party bottling and distribution companies for a significant portion of our business. We license rights to third parties to bottle and distribute our products. A portion of our income from operations is generated from sales of beverage concentrates to third-party bottling companies that we do not own. Some of these bottlers are also our direct competitors, or also bottle and distribute products for our competitors. In addition, some of the finished products we manufacture are distributed by third parties. As independent companies, these bottlers and distributors may have the right to determine whether, and to what extent, they produce and distribute our products, our competitors' products and their own products. They may devote more resources to other products, prioritize their own products, or take other actions detrimental to our brands. In most cases, they are able to terminate their bottling and distribution arrangements with us without cause. In some cases, the license agreements include buy-out rights that allow us to exit for a fee, and we may have additional limited termination rights. The termination of any material license arrangement could adversely affect our business and financial performance, and any disputes could be costly and divert management attention. We may need to increase support for our brands in certain territories to maintain our route-to-market and may not be able to pass price increases through to third-party bottlers and distributors. Deteriorating economic conditions could negatively impact the financial viability of third-party bottlers. ### Changes in the retail landscape or in sales to any key customer can adversely affect our business. The channels in which we sell our products, including retailers, grocery, mass merchandise, club, e-commerce, and other retail channels, are experiencing continued consolidation of ownership and purchasing power, resulting in large retailers or buying groups with increased purchasing power and leverage in negotiations, which impact our ability to compete. In particular, customer consolidation and the increasing prevalence of buying groups may heighten strategic pricing risk and make it more difficult for us to pass on cost increases to customers on a timely basis or in full. As customers increase their leverage through consolidation and the emergence of buying groups, there is greater downward pricing pressure on our products, and disagreements over pricing or trade terms with a major customer or buying group could lead it to reduce, suspend, or cease purchases of, or delist, our products, any of which may have a material adverse effect on our revenue and profitability. Retailers may seek lower prices from us, may demand increased marketing or promotional expenditures in support of their businesses, and may be more likely to use their distribution networks to introduce and develop private-label brands, any of which could negatively affect our profitability. In addition, our industry is being affected by rapid growth in discount retailers and in e-commerce retailers, including traditional retailers who are expanding their e-commerce capabilities, and our business will be adversely affected if we are unable to maintain and develop successful relationships with such retailers to secure appropriate shelf space or digital placement, execute promotional programs, or respond effectively to changes in customer requirements or consumer purchasing behavior. Changes in customer purchasing patterns, promotional activity, inventory levels, route-to-market arrangements or the timing of customer orders may cause our results to vary from period to period and may reduce the consistency of our operating results. Further, we must maintain mutually beneficial relationships with our key customers to compete effectively. In certain markets, particularly outside North America and Western Europe, we rely on third-party distributors to sell and distribute our products. Because these distributors control access to certain markets, if we are unable to maintain good relationships and acceptable trade terms with them, our ability to distribute and sell our products in those markets could be impaired. Any inability to resolve a significant dispute with any of our key customers, a change in the business condition (financial or otherwise) of any of our key customers, even if unrelated to us, a significant reduction in sales to any key customer, or the loss of any of our key customers may adversely affect our business. Failure to maintain strategic relationships with brand owners, operators and private label brands, including through licensing and distribution agreements, could adversely impact our future growth and business, potentially resulting in the termination of those agreements. We regularly enter into strategic relationships for the manufacturing, licensing, distribution, and sale of our products, including our single serve coffee formats and ready-to-drink offerings, with partner customers and brand owners, as well as with retailers for their private label brands. We also rely on licensing, distribution, and other commercial arrangements with third parties to access certain brands, products, channels, customers, or geographic markets. As our strategic partners are independent companies, they make their own business decisions, which may not align with our interests. If we are unable to provide an appropriate mix of incentives to our strategic partners through a combination of premium performance and service, pricing, and marketing and advertising support, or if these strategic partners are not satisfied with our technological or other development efforts, they may take actions that adversely impact us, including entering into agreements with competing contract manufacturers or vertically integrating to manufacture their own Keurig-compatible pods or other system formats or other competing single serve coffee products. Increasing competition among compatible manufacturers and moving to vertical integration may result in price compression, which could have an adverse effect on our gross margins. The loss of strategic partners could also adversely impact our future profitability and growth, awareness of our brewers, coffee systems and other offerings, our ability to attract additional brands or private label parties to do business with us or our ability to attract new consumers to buy our coffee products, including brewers. We also regularly enter into strategic relationships for the manufacturing and/or distribution of beverage products from partner brand owners, including in emerging or fast-growing segments in which we may not currently have a brand presence. If our partner brands terminate their agreements with us, it could negatively affect our revenues and results of operations. We also rely on franchisees and other independent operators of coffee stores under certain of our brands. Because these operators are independent businesses, the quality and consistency of the products and service they deliver are subject to factors beyond our control, and any failure by them to maintain our standards could harm the reputation of the associated brands. ### Equity method investments are managed independently of us and may have different interests than we do. Their decisions could impact our financial performance. We regularly review our product portfolio and evaluate strategic transactions, such as equity method investments, generally to gain entry into categories where we do not participate or to expand our presence in areas where our participation is currently limited. The success of these transactions is dependent upon, among other things, our ability to realize the full extent of the expected returns and benefits as a result of the transaction, within the anticipated time frame, or at all. As these equity method investments are managed independently, we may be impacted by their business decisions or other actions, as they may have different interests than we do. We recognize a portion of our investees' financial results within our net income based upon our ownership interest, unless the investment agreement indicates an alternative allocation of earnings or losses. We also assess our equity method investments as and when required by U.S. GAAP to determine whether they are impaired and, if they are, we record appropriate impairment charges. Our equity method investees also perform similar recoverability and impairment tests, and we record our share of impairment charges recorded by them, if any, adjusted, as appropriate, for the impact of items such as basis differences, deferred taxes, and deferred gains. It is possible that we may be required to record significant impairment charges or our proportionate share of significant impairment charges recorded by equity method investees in the future and, if we do so, our net income could be materially adversely affected. ### The use of information technology by our third-party commercial partners and service providers exposes us to business disruptions or other negative impacts that could adversely affect us. We rely on third-party service providers, including cloud data service and other information technology service providers, suppliers, distributors, contractors, and other business partners, for certain areas of our business, including certain finance, accounting, and IT functions, workforce management, and payroll processing. Some of our commercial partners may also receive or store information provided by us or our users through their websites, including information entrusted to them by customers. Our users' data and customer information may be improperly accessed, used, or disclosed if these third-party commercial partners fail to adopt or adhere to adequate information security practices or fail to comply with their respective online policies, or in the event of a breach of our or their networks. If any of these third-party service providers or vendors do not perform effectively, or if we fail to adequately monitor their performance (including compliance with service level agreements or regulatory or legal requirements), we may experience business disruption, systems performance degradation, processing inefficiencies or other systems disruptions, the loss of or damage to intellectual property or sensitive data through security breaches, or otherwise incorrect or adverse effects on financial reporting, litigation, claims, legal or regulatory proceedings, inquiries or investigations, fines or penalties, remediation costs, damage to our reputation, a negative impact on employee morale, or the loss of current or potential customers, all of which can adversely affect our business. These third parties are subject to similar risks as we are relating to cybersecurity, privacy violations, business interruption, and systems and employee failures, and are subject to legal, regulatory, and market risks of their own. We do not have control over their business operations or governance and compliance systems, practices and procedures, which increases our financial, legal, reputational, and operational risk. We have in the past, and may in the future, experience indirect impacts of events that take place at our third-party service providers and other business partners. If we are unable to effectively manage our third-party relationships, or for any reason our third-party service providers or business partners fail to satisfactorily fulfill their commitments and responsibilities, our financial results could suffer. ### We rely on the performance of a limited number of suppliers, manufacturers and order fulfillment companies for our brewers and coffee machines, beverage concentrates, and syrups. A small number of companies co-manufacture the vast majority of our brewers, and we rely on a limited number of third party manufacturers and appliance partners for certain of our coffee machines. Our manufacturers may not be able to scale or adapt their manufacturing operations to match increasing or changing consumer demand for our brewers and machines at competitive costs. If our manufacturers or appliance partners were to cease or interrupt production or otherwise fail to supply brewers or machines to us as agreed, we would be unable to obtain them for an indeterminate period of time, which could adversely affect our product sales and operating results. The majority of the distribution of our brewers, beverage concentrates, and syrups is handled by our appliance partners and third-party order fulfillment companies, as applicable. Our appliance partners, third-party manufacturers and order fulfillment companies are subject to disruption, including as a result of health epidemics, natural disasters, information technology failures, commercial or international trade disputes, governmental regulatory and enforcement actions, labor stoppages or strikes, financial issues, or otherwise. These issues could delay importation and increase the cost of products, delay the fulfillment of the brewers, beverage concentrates, and syrups to our customers or require us to locate alternative manufacturers or order fulfillment companies to avoid disruption, which could adversely affect our product sales and operating results. ### GENERAL RISK FACTORS ### Our financial results may be negatively impacted by unfavorable economic and geopolitical conditions. Changes in economic and financial conditions in North America, the European Union, or other geographies where we do business may negatively impact consumer confidence and consumer spending, which could result in a reduction in our sales volume and/or switching to lower price offerings. Similarly, disruptions in financial and credit markets worldwide have impacted and may impact our ability to manage normal commercial relationships with customers, suppliers, and creditors. These disruptions could have a negative impact on the ability of our customers to pay their obligations on time, the ability of our vendors to supply materials in a timely manner, or the risk of counterparty default, each of which could reduce our cash flow. We cannot predict how current or future economic conditions will affect our business partners, including financial institutions with whom we do business, and any negative impact on any of the foregoing may also have an adverse impact on our business. Increased volatility, further declines in the credit, equity, and foreign-currency markets of Europe, growing and emerging markets, and other markets where we operate, or geopolitical disruptions could cause delays in or cancellations of orders or have other negative impacts on our business operations. Disruptions in financial and credit markets could also have a negative effect on our ability to raise capital, including through the issuance of unsecured commercial paper or senior notes. In addition, declines in the securities and credit markets could affect our pension assets and obligations, which in turn could increase our funding requirements. Certain of these countries, such as Brazil, are particularly significant to our coffee business, and Brazil is a key source of green coffee for us. Economies in such markets can be subject to rapid and significant changes and are vulnerable to internal and external shocks, including potential domestic political uncertainty and changing investor sentiment due to monetary policy changes in developed countries, among other factors. In recent years, many of these economies, including Brazil, have undergone significant economic transitions and their respective governments have pursued economic reforms. Operating in emerging markets exposes us to risks relating to corrupt business environments, crime, a lack of law enforcement, inadequate upkeep of public infrastructure, local labor conditions and regulations, and financial risks such as illiquidity, currency convertibility and country default. These various factors could have a material adverse effect on our business, financial condition, or results of operations. Unstable geopolitical conditions or events in certain markets, including civil unrest, acts of war, terrorism, or governmental changes, or changes in international relations could undermine global consumer confidence and reduce consumers’ purchasing power, thereby reducing demand for our products. Product boycotts resulting from political activism could also reduce demand for our products. Restrictions on business activities, including restrictions on our ability to transfer earnings or capital across borders, price controls, limitations on profits, and import authorization requirements, which have been or may be imposed or expanded as a result of political and economic instability, deterioration of economic relations between countries, such as changes in or terminations of existing trade agreements, or the imposition of tariffs (including current or future U.S. tariffs imposed on or threatened to be imposed on Canada, Mexico, the European Union, China, Brazil and other countries, and any retaliatory actions taken by such countries), or otherwise, have and could continue to impact our profitability or otherwise have an adverse effect on our business. We have operations in Russia, Ukraine, and the Middle East, and due to the impact of the ongoing conflicts in those regions on the global economy, we have experienced and may continue to experience increased operational complexity; negative impacts on the value of our business; supply chain constraints; inflation in input costs, logistics, manufacturing, and labor costs; volatility in fuel and commodity prices; fluctuations in foreign exchange rates and interest rates; and increased risk of property damage, loss of inventory, business disruption, and expropriation, any of which could adversely impact our results of operations. ### National and international laws and regulations could adversely affect our business. We are subject to a variety of national, state, and local laws and regulations in the countries in which we conduct business. These laws and regulations apply to many aspects of our business, including the manufacture, safety, sourcing, packaging, labeling, storing, transportation, marketing, advertising, distribution, pricing, and sale of our products. Other laws and regulations that may impact our business relate to competition and antitrust, the environment, relations with distributors and retailers, employment, privacy, health, and trade practices (including product and marketing claims). Our international business will also expose us to economic factors, regulatory requirements, increasing competition, and other risks associated with doing business in foreign countries, including import or export restrictions and tariffs. Our international business is also subject to U.S. laws, regulations, and policies, including anti-corruption and export laws and regulations. These include anti-corruption and anti-bribery laws, including the U.S. Foreign Corrupt Practices Act and other laws with extraterritorial application, as well as U.S. economic sanctions, export control, anti-boycott, customs, import, and trade laws and regulations. Certain U.S. laws and enforcement authorities, including laws intended to prohibit improper payments or benefits to foreign government officials or to persons acting on behalf of foreign governments, may apply to conduct occurring outside the United States and to interactions with state-owned or state-controlled enterprises, public international organizations, political parties, candidates for political office, and other persons that may be treated as government officials under applicable law. Changes in these laws, or in the interpretation or enforcement of these laws, including the adoption or expansion of laws addressing foreign bribery, extortion, sanctions, forced labor, supply chain diligence, export controls, or national security, could increase our compliance costs and the risk of enforcement action. Emerging laws and regulations governing the development and use of artificial intelligence, such as the European Union’s Artificial Intelligence Act, may impose new compliance, governance, and transparency obligations, restrict certain uses of these technologies, or increase our costs. We are also subject to scrutiny by various government agencies regarding antitrust and competition laws and regulations in the U.S. and internationally, including in connection with proposed or implemented business combinations, acquisitions, investments, partnerships, commercial agreements and business practices. Any significant change in laws or regulations or their interpretation, in any of these jurisdictions, or the introduction of higher standards or more stringent laws or regulations, could result in increased compliance costs or capital expenditures or significant challenges to our ability to continue to produce and sell products that generate a significant portion of our sales and profits. Certain jurisdictions in which our products are sold have either imposed, or are considering imposing, new or increased taxes on the manufacture, distribution, advertising or sale of certain of our products, particularly our beverages, as a result of certain ingredients (including sweeteners or alcohol) or packaging and packaging materials, which could increase the cost of certain of our products, reduce overall consumption of our products or lead to negative publicity, resulting in an adverse effect on our business and financial performance. Increasing governmental and societal attention to environmental, social, and governance matters has resulted and could continue to result in new laws or regulatory requirements, including new or expanded disclosure requirements that are expected to continue to expand the nature, scope, and complexity of matters on which we are required to report. For example, in the European Union, the Corporate Sustainability Reporting Directive and the Corporate Sustainability Due Diligence Directive, which are being phased in and remain subject to ongoing legislative change, impose or would impose sustainability reporting, assurance, and value-chain environmental and human rights due diligence requirements on in-scope companies. In addition, the entry into new markets or categories has resulted in and could continue to result in our business being subject to additional regulations resulting in higher compliance costs. Violations of laws could damage our reputation and/or result in criminal, civil, or administrative actions with substantial financial penalties and operational limitations. ### Litigation or legal proceedings could expose us to significant liabilities and damage our reputation. We have been, and in the future may be, a party to various litigation, claims, legal (including regulatory) proceedings, inquiries, and investigations that may include employment, tort, contract, real estate, antitrust, environmental, recycling/sustainability, intellectual property, commercial, securities, false advertising, packaging, product labeling, consumer protection, discriminatory pricing, privacy, tax, insurance, and other claims. We have been, and in the future may be, a defendant in class action litigation, including litigation regarding employment practices, product labeling, including under California’s "Proposition 65,” public statements and disclosures under securities laws, antitrust, advertising, consumer protection, and wage and hour laws. Plaintiffs in class action litigation may seek to recover amounts that are large and may be indeterminable for some period of time. We evaluate litigation claims and legal proceedings to assess the likelihood of unfavorable outcomes and estimate, if possible, the amount of potential losses, and we establish an accrual as appropriate based upon assessments and estimates in accordance with our accounting policies. We base our assessments, estimates and disclosures on the information available to us at the time and rely on legal and management judgment. Actual outcomes or losses may differ materially from assessments and estimates. Costs to defend litigation claims and legal proceedings and the cost and any required actions arising out of actual settlements, judgments or resolutions of these claims and legal proceedings may negatively affect our business and financial performance. We and our subsidiaries are named as defendants in certain litigations, the outcomes of which are inherently uncertain, and we cannot predict the timing, outcome or ultimate cost of any such matters. We intend to vigorously defend against these claims, but we cannot assure you that we will be successful or that additional similar claims will not arise in the future. Any adverse publicity resulting from allegations made in litigation claims or legal proceedings may also adversely affect our reputation, which in turn could adversely affect our results of operations. ### Increased concerns related to the use or disposal of plastics or other packaging materials can adversely affect our business and financial performance. We rely on diverse packaging solutions to safely deliver products to our customers and consumers. Concern has grown with respect to the use and disposal of plastics and other packaging materials and their potential impact on health and the environment, which may contribute to actual or threatened legal action against us, negative consumer perception of our products, additional government regulation, fines, reputational harm or new or increased taxes on our products. In particular, single-serve coffee formats have attracted heightened regulatory and consumer scrutiny due to the availability of recycling facilities and the complexity of recycling for single serve packaging materials. Various jurisdictions in which our products are sold have imposed or are considering imposing laws, regulations, or policies intended to encourage the use of sustainable packaging, promote circular economy principles, reduce waste, or increase recycling rates, or to restrict the sale of products with packaging that does not meet certain end-of-life criteria. These laws, regulations, and policies vary in form and scope between jurisdictions and include extended producer responsibility policies, plastic or packaging taxes, restrictions on certain products and materials, requirements for bottle caps to be tethered to bottles, restrictions or bans on the use of certain types of packaging, including single-use plastics and packaging containing PFAS, or other chemicals of concern, restrictions on labeling related to recyclability including harmonized EU-wide labeling requirements, requirements for minimum recycled content in plastic packaging, and requirements to charge deposit fees. For example, the PPWR establishes a harmonized EU-wide framework governing entire life cycle of packaging, from design and production to reuse, recycling, and waste management. The PPWR explicitly classifies coffee pods, discs, and capsules as packaging and introduces requirements that will directly affect single serve coffee formats, including mandatory compostability requirements for permeable single serve coffee formats by February 2028, requirements that all packaging be designed for material recycling by January 2030, minimum post-consumer recycled content targets for plastic packaging scaling from 2030 to 2040, and mandatory recyclability “at scale” by January 2035. In addition, individual EU Member States may impose additional requirements, including mandating that non-permeable coffee capsules composed of materials other than metal also be compostable. Although our research and development teams are developing innovative solutions working with industry partners and waste management providers to develop recyclable and otherwise circular materials and reduce packaging, there can be no assurance that our efforts to transition the packaging of our products to comply with evolving regulatory requirements, including those under the PPWR, will be successful or achieved within the required timelines. Additionally, not all packaging is recovered or handled as designed, whether due to lack of infrastructure, improper disposal or otherwise, and certain of our packaging is not currently recyclable, compostable, biodegradable or reusable. Packaging waste not properly disposed of that displays one or more of our brands has in the past resulted in and could continue to result in negative publicity, litigation, government investigations or other action or reduced consumer demand for our products, adversely affecting our financial performance. These laws and regulations have in the past and could continue to increase the cost of our products, impact demand for our products, result in negative publicity, and require us and our business partners to increase capital expenditures to comply, which can adversely affect our business and financial performance. Changes in legislation, including the PPWR and similar regulations in other jurisdictions, could restrict the sale of our products that do not meet applicable recyclability or compostability standards, which could reduce our sales and profits. ### Significant additional labeling or warning requirements or limitations on the marketing or sale of our products may inhibit sales of affected products. Various jurisdictions have adopted and may seek to adopt bans or restrictions on the use of certain ingredients or substances in products, as well as significant additional product labeling or warning requirements or limitations on the marketing or sale of our products because of what they contain or allegations that they cause adverse health effects. For example, under one such law in California, known as Proposition 65, if the state has determined that a substance causes cancer or harms human reproduction or development, a warning must be provided for any product sold in the state that exposes consumers to that substance, unless the exposure falls under an established safe harbor level or another exemption is applicable. If we were required to add Proposition 65 warnings on the labels of one or more of our products produced for sale in California, the resulting consumer reaction to the warnings and potential adverse publicity could negatively affect our sales both in California and in other markets. Outside the United States, we are subject to a range of evolving labeling, warning, and marketing requirements, including front-of-pack nutritional labeling, ingredient and origin disclosure, and health-related warning or marketing restrictions, which differ across the jurisdictions in which we operate and may increase our costs, require packaging or formulation changes, or affect consumer perception of our products. Regulators have also expressed concerns about the processing and use of particular ingredients or additives in beverage products. The imposition or proposed imposition of bans or restrictions on the use of certain ingredients or substances in products, or of additional limitations on the marketing or sale of our products, has in the past and could continue to reduce overall consumption of our products, lead to negative publicity or leave consumers with the perception that our products do not meet their health and wellness needs, resulting in an adverse effect on our business and financial performance. ### Our use of information technology and third-party service providers exposes us to cybersecurity breaches and other business disruptions that could adversely affect us. We, and our third-party service providers, use information technology to support our global business processes and activities, including supporting critical business operations; communicating with our suppliers, customers, and employees; maintaining financial information and effective accounting processes and financial and disclosure controls; engaging in mergers and acquisitions and other corporate transactions; conducting research and development activities; meeting regulatory, legal, and tax requirements; and executing various digital marketing and consumer promotion activities. Global shared service centers managed by third parties provide an increasing amount of services to conduct our business, including a number of accounting, internal control, procurement, information technology, human resources, and computing functions. Continuity of business applications and services has been, and may in the future be, disrupted by events such as infection by viruses or malware. In addition, our continuity of business applications and operations has been, and may in the future be, disrupted by other issues, including cybersecurity attacks (which may include social engineering, business email compromise, cyber extortion, denial of service, attempts to exploit vulnerabilities, hacking, website defacement, theft of passwords and other credentials, or unauthorized use of computing resources for digital currency mining); issues with or errors in systems' maintenance or security; migration of applications to the cloud; power outages; hardware or software failures; telecommunication failures; natural disasters; terrorist attacks; unintentional or malicious actions of employees or contractors; and fires and other catastrophic occurrences and other cyber incidents. Like most major corporations, we are regularly subject to cyberattacks and other cyber incidents, including the types of attacks and incidents described above. If we do not allocate and effectively manage the resources necessary to continue building and maintaining our information technology infrastructure, or if we fail to identify in a timely manner or appropriately respond to cyberattacks or other cyber incidents, including with respect to third-party service providers, our business has been and can continue to be adversely affected, which has resulted in and can continue to result in some or all of the following: business disruption, systems performance degradation, processing inefficiencies or other systems disruptions, the loss of or damage to intellectual property or sensitive data (including confidential information that we process and maintain about our employees or consumers through our e-commerce platform) through security breaches or otherwise, incorrect or adverse effects on financial reporting, litigation, claims, legal or regulatory proceedings, inquiries or investigations, fines or penalties, remediation costs, damage to our reputation or a negative impact on employee morale or the loss of current or potential customers, all of which can adversely affect our business. In addition, these risks also exist in acquired businesses, joint ventures, or companies we invest in or partner with that use separate information systems or that have not yet been fully integrated into our information systems. We also depend on a limited number of core enterprise systems, including enterprise resource planning platforms that support key business functions across much of our operations and are managed in significant part through third parties. Because of the integrated nature of these platforms, a significant disruption, outage, or failure could affect multiple business processes simultaneously and result in a broad interruption of our operations. Similar risks exist with respect to our third-party service providers, including cloud data service and other information technology service providers, suppliers, distributors, contractors, and other business partners, that we rely upon for certain areas of our business, including payroll processing, supply chain, health and benefit plan administration, and certain finance and accounting functions. When risks such as these materialize, the need for us to coordinate with various third-party service providers, including with respect to timely notification and access to personnel and information concerning an incident, and for third-party service providers to coordinate amongst themselves might make it more challenging to resolve the related issues. As a result, we are subject to the risk that the activities associated with our third-party service providers can adversely affect our business even if the attack or breach does not directly impact our systems or information. Although the cybersecurity incidents that we have experienced, as well as those reported to us by our third-party service providers, have not had a material effect on our business, financial condition, or results of operations, such incidents could have a material adverse effect on us in the future. Security measures, including network security, backup and disaster recovery, upgrading systems and networks, enhanced training, and other security measures to protect our systems and data, cannot guarantee that we will be successful in preventing or responding to all cyber incidents, systems disruptions, system compromises, or misuses of data. In addition, due to the constantly evolving nature of security threats, we cannot predict the form and impact of any future incident, and the cost and operational expense of implementing, maintaining, and enhancing protective measures to guard against increasingly complex and sophisticated cyber threats could increase significantly. Although we maintain insurance coverage that may, subject to policy terms and conditions, cover certain aspects of a breach or disruption, such insurance coverage may be insufficient to cover all losses. ### Failure to comply with personal data protection and privacy laws can adversely affect our business. We are subject to a variety of continuously evolving and developing laws and regulations in numerous jurisdictions regarding privacy, data protection, cybersecurity and data security, including those related to the collection, storage, handling, use, disclosure, transfer, and security and other processing of personal data. For example, the European Union has adopted the General Data Protection Regulation, which imposes requirements regarding the processing of personal data, including its use, protection, and transfer and the ability of individuals whose data is stored to correct or delete such data, and which confers a private right of action on certain individuals and associations. As a result of our operations in California, we are also subject to the California Consumer Privacy Act, as amended by the California Privacy Rights Act. Privacy and data protection laws may be interpreted and applied differently from one jurisdiction to another and may create inconsistent or conflicting requirements. In addition, new legislation in this area may be enacted in other jurisdictions at any time. The increasing adoption of artificial intelligence technologies has led, and may continue to lead, regulators and data protection authorities to adopt new or evolving interpretations of privacy, data protection, cybersecurity and data security laws, including with respect to notices, consents, opt-outs, automated decision-making, profiling and other processing of personal data. Our efforts to comply with privacy and data protection laws may impose significant costs and challenges that are likely to increase over time, and we could experience substantial penalties, litigation, claims, legal or regulatory proceedings, inquiries or investigations, damage to our reputation, and fines or penalties related to violation of existing or future data privacy laws and regulations. Further, as a company that accepts debit and credit cards for payment in our retail and e-commerce operations, as well as other digital payment tools, we are subject to industry data protection standards and protocols such as the Payment Card Industry Data Security Standard. In certain circumstances, our contracts with payment card processors and payment card networks generally require us to adhere to payment card network rules which could make us liable to payment card issuers and others if information in connection with payment cards and payment card transactions that we process is compromised, which liabilities could be substantial. ### Climate change or related legislation could adversely affect our business. Climate change may increase the frequency or severity of natural disasters and other extreme weather conditions, which could pose physical risks to our facilities, impair our production capabilities, disrupt our supply chain, or impact demand for our products. Climate change is already affecting the agricultural sector, and disruptions to crop growing conditions are expected to increase with extreme weather events, increasing temperatures, and changing water availability. Disruptions to crop growing conditions can cause changes in geographical ranges of crops, as well as weeds, diseases, and pests that affect those crops. These impacts have in the past limited and may in the future limit availability or increase the price volatility of key agricultural commodities, such as coffee, corn, citrus, cocoa, and apples, which are important sources of ingredients for our products. Concern over climate change, including global warming, has led to legislative and regulatory initiatives limiting greenhouse gas emissions and increasing disclosure obligations. Increased compliance costs due to legal or regulatory requirements, together with initiatives to meet our sustainability goals, may result in higher costs associated with, or cause disruptions in, the manufacture and distribution of our products. As a result, the effects of climate change and legal or regulatory initiatives to address climate change could have an adverse impact on our business and results of operations. In addition, any failure to achieve or properly report on our goals with respect to reducing our impact on the environment or perception of a failure to act responsibly with respect to the environment or to effectively respond to regulatory requirements concerning climate change can lead to adverse publicity, which could result in reduced demand for our products, damage to our reputation or increase the risk of litigation. Any of the foregoing can adversely affect our business. ### Water scarcity and quality could adversely affect our business. Water is the primary ingredient in many of our products and is used across our operations. The competition for water among domestic, agricultural, and manufacturing users is increasing in the countries where we operate. Even where water is widely available, water purification and waste treatment infrastructure limitations and regulations could increase costs or constrain our operations. As water becomes scarcer, the quality of the water deteriorates, including due to the effects of climate change, or requirements on water purification or filtration increase, we may experience increased production costs; manufacturing constraints; supply chain disruption; higher compliance costs; increased capital expenditures; the interruption or cessation of operations at, or relocation of, our facilities or the facilities of our business partners; challenges to efficiency gains due to higher water usage in compliance with more stringent water quality standards; failure to achieve our water efficiency and conservation goals; perception of our failure to act responsibly with respect to water use or to effectively respond to legal or regulatory requirements concerning water scarcity and quality; or damage to our reputation, any of which can adversely affect our business. Fluctuations in our effective tax rate may result in volatility in our financial results. We are subject to income taxes and non-income-based taxes in many U.S. and foreign jurisdictions. Tax legislation may be enacted, domestically or abroad, that impacts our effective tax rate. Changes in tax laws, regulations, related interpretations, and tax accounting standards in the U.S. and various foreign jurisdictions in which we operate may impact our effective tax rate and adversely affect our financial results. For example, the global minimum tax rules under the OECD/G20 Inclusive Framework, also referred to as Pillar Two, which establish a minimum effective tax rate of 15% for large multinational groups and have been adopted by the European Union and implemented by the Netherlands and other jurisdictions, may increase our tax burden and the complexity and cost of our tax compliance. In addition, our effective tax rate in any given period may be significantly impacted by changes in the mix and level of earnings or by changes to existing accounting rules, tax regulations, or interpretations of existing law. Significant judgment is required in determining our annual income tax expense and in evaluating our tax positions. Although we believe our tax estimates, including intercompany transfer pricing policies, are reasonable, the final determination of tax audits and any related disputes could be materially different from our historical income tax provisions, estimates, and accruals. The results of audits or related disputes could have a material adverse effect on our financial statements for the period or periods for which the applicable final determinations are made and for periods for which the statute of limitations is open. ### Fluctuations in foreign currency exchange rates relative to the U.S. dollar could have a material adverse effect on our financial results. Because our consolidated financial statements are presented in U.S. dollars, the financial statements of our subsidiaries outside the United States, where the functional currency is other than the U.S. dollar, are translated into U.S. dollars. A significant portion of our revenue and operations is denominated in euros and other non-U.S. currencies, and as a result our reported results are materially affected by fluctuations in the value of those currencies against the U.S. dollar. In addition, we purchase green coffee and certain other commodities primarily in U.S. dollars while generating a substantial portion of our revenue in other currencies, and this mismatch can adversely affect our costs and margins when the U.S. dollar strengthens against those currencies. Given our global operations, we also pay for the ingredients, raw materials and commodities used in our business in numerous currencies. Although we use hedging arrangements to manage certain currency exposures, including exposures arising from commercial transactions, the purchase of commodities, recognized monetary assets and liabilities, debt instruments and net investments in foreign operations, these arrangements may not fully protect us against adverse currency movements. Fluctuations in exchange rates, including as a result of inflation, central bank monetary policies, currency controls or other currency exchange restrictions or geopolitical instability have had, and could continue to have, an adverse impact on our financial performance. ### RISKS RELATED TO THE JDE PEET'S ACQUISITION ### The market price of our common stock may decline if we do not achieve the expected benefits and synergies of the JDE Peet’s Acquisition. The market price of our common stock may decline if we do not achieve the expected benefits and synergies of the JDE Peet's Acquisition as rapidly or to the extent anticipated by management or financial or industry analysts, or if the effect of the JDE Peet's Acquisition on our financial position, results of operations, or cash flows is not consistent with the expectations of management or financial or industry analysts. ### Legal proceedings in connection with the JDE Peet's Acquisition could expose us to substantial costs. Lawsuits may be brought against us, JDE Peet's, and/or the directors and officers of either company in connection with the JDE Peet’s Acquisition. Securities class action and derivative lawsuits are often brought against public companies that are party to such transactions. Even if such a lawsuit is unsuccessful, defending against these claims can result in substantial costs, and an adverse judgment could result in monetary damages. Both defense costs and any adverse judgment could have a negative impact on our liquidity, financial condition, and results of operations. The JDE Peet's Acquisition may also be subject to investigations, enforcement actions, or other proceedings by governmental or regulatory authorities in the jurisdictions in which we and JDE Peet's operate. Although the JDE Peet's Acquisition has been completed, such authorities may continue to scrutinize the transaction or the conduct of the combined business, impose fines or penalties, or require other remedies, any of which could result in substantial costs or otherwise materially and adversely affect our business, financial condition, and results of operations. ### If our due diligence investigation of JDE Peet's was inadequate, or if unexpected risks related to JDE Peet's and its business materialize, it could have a material adverse effect on our business. We conducted a due diligence review of JDE Peet's in connection with the JDE Peet's Acquisition. However, we cannot be sure that our diligence identified all material issues that may have been present within JDE Peet's or its business, that it was possible to uncover all material issues through a customary amount of due diligence, or that factors outside of JDE Peet's and its business, and outside of its control, will not arise. Because we have completed the JDE Peet's Acquisition, any liabilities, deficiencies, or other issues that were not identified in our due diligence, or that arise following the closing, are now our responsibility and could require us to incur unanticipated costs or charges. If any such issues materialize, they could have a material adverse effect on our business, financial condition, and results of operations. ### The JDE Peet's Acquisition exposes us to inherent risks in JDE Peet's business and those geographies where JDE Peet's currently operates, which could adversely affect our business. The JDE Peet’s Acquisition represents a significant transformation of our coffee business and has expanded our operations to those geographies where JDE Peet’s operates, including Russia, which represented 6% of consolidated revenue in both 2025 and 2024 and 2% and 1% of total assets for JDE Peet’s in 2025 and 2024, respectively. As a result of the JDE Peet’s Acquisition, we are subject to a variety of risks associated with JDE Peet’s business, in addition to those we already face in our current business. These risks include changes in consumer preferences, volatility in the prices of raw materials, consumer perceptions of the brands, competition in the retail market place, additional legal and regulatory regimes, and other risks. In addition, we are exposed to risks inherent in operating in a significant number of geographies in which we have not operated or have been less present in the past, including countries that are experiencing significant unstable geopolitical conditions, such as Russia and Ukraine. These risks include, among others: - the difficulty of managing and staffing foreign offices; - the increased travel, infrastructure, legal, and compliance costs associated with new international locations; - tariffs, sanctions, such as those imposed in response to the Russia and Ukraine conflict, trade barriers, trade disputes, and other regulatory or contractual limitations on our ability to operate in new foreign markets; - exposure to foreign currency exchange risk; - the risk of seizure of our assets in certain countries; - adaptation to different business cultures, languages, and market structures; and - military conflicts, such as the Russia and Ukraine conflict, and other geopolitical issues. As we expand our business, our success will depend, in large part, on our ability to anticipate and effectively manage these risks and other risks associated with growing international operations. We cannot predict how such conditions may affect our business, or those with whom we do business, and any ongoing or new conflicts could adversely impact our business. Our acquisition of JDE Peet’s exposes us to significant geopolitical, regulatory, and operational risks in Russia, including the potential loss of those operations, that could adversely affect our business. Following our acquisition of JDE Peet’s, we are exposed to substantial geopolitical, sanctions, legal, operational, financial and reputational risks relating to its manufacturing operations and assets in Russia. These risks could result in the loss of our investments in Russia, significant disruption to the acquired business operations in Russia and adverse effects on our business, results of operations and financial condition. JDE Peet’s Russian operations represented approximately 6% of JDE Peet’s consolidated revenue in both 2025 and 2024 and approximately 2% and 1% of JDE Peet’s total assets in 2025 and 2024, respectively. The ongoing conflict in Ukraine and related international responses, including sanctions, export controls, financial restrictions and other measures targeting Russia, Russian entities and certain sectors of the Russian economy, as well as countersanctions measures adopted by the Russian government, have created uncertainty for companies operating in Russia. These measures, and any future changes to them, could be imposed or expanded at any time and could affect our ability to source materials, obtain equipment or services, make or receive payments, engage with customers or suppliers, access financial institutions, or otherwise conduct business in Russia. The legal and regulatory environment affecting foreign-owned businesses in Russia remains dynamic and unpredictable and may continue to change, potentially on short notice. New or expanded sanctions, export controls, Russian countermeasures or other restrictions could require us to modify, reduce, suspend or exit some or all of our Russian operations, potentially at substantial cost. In addition, the Russian government has adopted, and may continue to adopt, laws, regulations or administrative measures targeting foreign-owned businesses, including restrictions on transfers of funds, limitations on the payment of dividends, mandatory approvals for transactions involving foreign investors, the imposition of temporary external administration, and other measures that can in practice result in the seizure, nationalization or expropriation of assets. Any such measures could substantially impair, or result in the complete loss of, our control over and the value of the JDE Peet’s business in Russia. We may be unable to sell, transfer or otherwise exit our Russian operations on commercially reasonable terms, or at all, and any such disposition, or any seizure, nationalization or expropriation, could occur at a substantial discount to, or result in the complete write-off of, carrying value, resulting in significant losses, impairments, write-downs or restructuring charges. Compliance with these requirements may be complex, particularly as we integrate the acquired business into our compliance, governance and control frameworks. Any actual or alleged failure to comply with applicable sanctions, export controls, anti-corruption or other laws or regulations, as well as with any countersanctions measures adopted by the Russian government, could result in investigations, substantial civil or criminal penalties, business restrictions, litigation, reputational harm or other adverse consequences. JDE Peet’s Russian operations may also be affected by supply-chain disruption, logistics constraints, currency volatility, inflation, reduced demand, limitations on access to technology, software, equipment or professional services, and other operating challenges. In addition, our continued ownership of operations in Russia may subject us to heightened scrutiny and criticism from investors, customers, employees, business partners, governments, non-governmental organizations and other stakeholders, who may regard any continued Russian operations as inconsistent with their expectations regardless of scope, resulting in reputational harm, loss of customers, reduced access to capital, or shareholder activism and litigation. Any of the foregoing risks, individually or in the aggregate, could result in a loss of assets, significant business disruption, reduced revenues, increased costs, substantial impairment charges, reduced liquidity and could have an adverse effect on our business, results of operations, cash flows and financial condition. ### We may not successfully integrate JDE Peet's into our business, or such integration may be more difficult, time-consuming, or costly than expected, which could adversely affect our business. The combination of two businesses is a complex, costly, and time-consuming process. As a result, we will be required to devote significant management attention and resources to combining JDE Peet's operations, processes, policies, and systems with our business. The failure to meet the challenges involved in combining the businesses and to realize the anticipated benefits of the JDE Peet's Acquisition could cause an interruption of, or a loss of momentum in, our activities and could adversely affect the results of our operations. The overall combination of JDE Peet's and our businesses may also result in material unanticipated expenses, liabilities, competitive responses, losses of customer and other business relationships, and other unexpected issues. The difficulties of combining the operations of the businesses include, among others: - the diversion of management attention to integration matters; - difficulties in integrating operations and systems; - challenges in conforming standards, controls, procedures, accounting and other policies, business cultures, and compensation structures between the two companies; - difficulties in assimilating employees and in attracting and retaining key personnel; - challenges in keeping existing customers and obtaining new customers; - difficulties in managing the expanded operations of a large company which operates in additional geographic markets; - integrating the companies' financial reporting and internal control systems, including compliance by the combined company with Section 404 of the Sarbanes-Oxley Act of 2002, as amended, and the rules promulgated by the SEC; and - potential unknown liabilities, adverse consequences, and unforeseen increased expenses associated with the integration. Many of these factors may be outside of the control of KDP and JDE Peet's, and any one of them could result in increased costs, decreased expected revenues, and diversion of management time and energy, which could materially impact our business, financial condition, and results of operations. In addition, even if JDE Peet's business operations are successfully integrated with ours, the full benefits of the JDE Peet's Acquisition may not be realized, including expected cost synergies and sales or growth opportunities. Moreover, many of the integration expenses that we expect to incur are, by their nature, difficult to estimate accurately. These expenses could, particularly in the near term, exceed the savings that we expect to achieve. As a result, it cannot be assured that the integration of JDE Peet's will result in the realization of the full anticipated benefits anticipated from the JDE Peet's Acquisition within the anticipated time frames, or at all. Further, the success of the JDE Peet's Acquisition will depend in part on the retention of key employees. We may not be able to retain senior executives or key personnel. Furthermore, uncertainty about the effect of the JDE Peet's Acquisition on JDE Peet's employees may impair its ability to retain and motivate key personnel until and after the completion of the JDE Peet’s Acquisition. If such key employees are not retained, we may not realize the anticipated benefits of the JDE Peet’s Acquisition. ### We are subject to business uncertainties related to the JDE Peet's Acquisition. Uncertainty about the effects of the JDE Peet's Acquisition may have an adverse effect on us. These uncertainties could disrupt our business or the business of JDE Peet's, and cause our collective customers, suppliers, vendors, partners, among others, to defer entering into contracts with the two companies, seek to change or cancel existing business relationships, or make other decisions concerning us and JDE Peet's that may be unfavorable to us. These uncertainties about the various effects of the JDE Peet's Acquisition on our business have caused, and may continue to cause, declines and greater volatility in the price of our common stock. We cannot guarantee that our stock price will fully recover from any such declines. ### We have incurred and assumed significant debt as a result of the JDE Peet's Acquisition, which could adversely affect our financial performance. We currently maintain investment grade credit ratings with Moody's and S&P for both our long-term debt and commercial paper. However, we have taken on a significant amount of debt in order to complete the JDE Peet's Acquisition, as well as assumed the existing debt of JDE Peet's, which could impact our credit ratings. We cannot provide assurances that our current credit ratings will remain in effect or that the ratings will not be lowered by Moody's and S&P. Increased indebtedness and any actual or anticipated downgrade of our credit ratings may have adverse effects on our borrowing costs, access to capital markets, liquidity, flexibility in responding to changing market conditions in the event of a general downturn in economic conditions or our business, and, as a result, our financial performance. Additionally, the agreements that govern any debt incurred or assumed in connection with the JDE Peet's Acquisition contain various covenants that may, subject to certain significant exceptions, restrict our ability to, among other things, respond to market conditions, take advantage of business opportunities, incur debt, have liens on our property, and/or sell or convey certain of our assets. Our ability to comply with these provisions may be affected by events beyond our control. Failure to comply with these covenants could result in an event of default, which, if not cured or waived, could accelerate our repayment obligations and could result in a default and acceleration under other agreements containing cross-default provisions. Under these circumstances, we might not have sufficient funds or other resources to satisfy all of our obligations, which may adversely impact our business. In connection with the JDE Peet's Acquisition, we consummated the JV Investment, which could restrict our operational and corporate flexibility, impact our cash resources, and/or depress the market price of our common stock. In connection with the JDE Peet’s Acquisition, we consummated the JV Investment, pursuant to which we contributed certain coffee-related assets to the Pod Manufacturing JV, and the Pod JV Investors contributed, through the Pod JV Investor Partner, $4 billion in cash in exchange for a 49% interest in the Pod Manufacturing JV, with the remaining 51% ownership interest held by KDP. Following the Separation, the 51% ownership interest in the Pod Manufacturing JV will be held by the separated global coffee business. The Pod Manufacturing JV is governed by the A&R Limited Partnership Agreement, which sets forth each partner’s rights and responsibilities with respect to the Pod Manufacturing JV. A portion of all distributions by the Pod Manufacturing JV will be paid to the JV Investors, thereby reducing distributions to us. The JV Investor Partner also has certain governance and consent rights that restrict our operational and corporate flexibility with respect to the Pod Manufacturing JV. In addition, we may be required to contribute additional resources, including cash, to the Pod Manufacturing JV, which would reduce our cash available for other purposes. In the event of a change of control, the Pod Manufacturing JV would be required to redeem the interests of the JV Investors, which would reduce the cash available for distributions to us. Under certain circumstances, the interests of the JV Investors may be converted into shares of our common stock (or following the Separation, the common stock of the separated global coffee business), which could have a dilutive impact on holders of our existing common stock. Any sales of such common stock, or the perception that such shares may be sold, could depress the market price of our common stock. Furthermore, if we materially breach our obligations to the Pod Manufacturing JV, we may be required to pay monetary damages, or the JV Investors may be entitled to replace us as the operator of the Pod Manufacturing JV. ### The issuance of Convertible Preferred Stock in connection with the JDE Peet's Acquisition may adversely affect the rights and market price of our common stock as well as our capital resources. In connection with the JDE Peet’s Acquisition, we issued and sold shares of Convertible Preferred Stock to the Preferred Investors. The Convertible Preferred Stock ranks senior to our common stock, meaning that, in the event of our liquidation, dissolution, or winding up, holders of the Convertible Preferred Stock would be paid in full prior to any proceeds being paid to holders of our common stock. Preferred Investors are entitled to dividends at a rate of 4.75% per annum, subject to increase in certain cases. They are also entitled to participate in dividends paid to holders of our common stock on an as-converted basis, provided that any such dividends received on an as-converted basis will reduce, on a dollar-for-dollar basis, the dividends holders are entitled to receive on the Convertible Preferred Stock. Such dividends will reduce our cash available for other purposes, including working capital, strategic activities, and returning cash to holders of our common stock. Preferred Investors are entitled to vote, on an as-converted basis, together with holders of our common stock on all matters submitted to a vote of the holders of our common stock, effectively reducing the relative voting power of the holders of our common stock. In addition, the conversion of the Convertible Preferred Stock to common stock would dilute the ownership interest of existing holders of our common stock, and any sales in the public market of the common stock issuable upon conversion of the Convertible Preferred Stock could adversely affect prevailing market prices of our common stock. We have granted certain Preferred Investors customary registration rights in respect of their Convertible Preferred Stock, and any shares of common stock issued upon conversion of the Convertible Preferred Stock. These registration rights would facilitate the resale of such securities into the public market, and any such resale would increase the number of shares available for public trading. Sales by the Preferred Investors of a substantial number of shares of our common stock in the public market, or the perception that such sales might occur, could have a material adverse effect on the price of our common stock. In the event of a fundamental change, as defined in the document governing the Convertible Preferred Stock, we will be required to offer to repurchase the Convertible Preferred Stock, which would reduce the amount of cash available to us for other purposes. Certain Preferred Investors also have certain preemptive rights, which may impact our ability to raise capital in the future. Our obligations to the Preferred Investors could limit our ability to obtain additional financing or increase our borrowing costs, which could have an adverse effect on our financial condition. The rights of the Preferred Investors could also result in divergent interests between the Preferred Investors and holders of our common stock. In addition, the Preferred Investment Agreement provides that, without the prior written consent of the KKR Investor or the Apollo Investor (so long as the KKR Investor or the Apollo Investor owns at least 50% of its initial Preferred Investment), we will not permit the Separation to be consummated if (A) our pro forma total net leverage, as defined in the Preferred Investment Agreement, immediately following the Separation is greater than 4.00 to 1.00, if a Qualified IPO shall have been consummated on or prior to the Separation, or 4.25 to 1.00, if a Qualified IPO shall not have been consummated on or prior to the Separation, or (B) the corporate rating of either of the separated businesses, on a pro forma basis at the time of the Separation, would be less than investment grade from either Moody's or S&P. For so long as the Convertible Preferred Stock is outstanding, in the event of a ratings downgrade by either Moody's or S&P, we will be subject to additional negative covenants that would restrict our operational flexibility. ### RISKS RELATED TO THE SEPARATION ### The Separation may not be completed on the terms or timeline currently contemplated, if at all, and will involve significant time, expenses, and resources, which could adversely affect our business. On August 25, 2025, we announced our intention to separate our beverage and coffee portfolios into two independent, publicly traded companies via a tax-free spin-off of our coffee business. The anticipated Separation is expected to occur in early 2027, subject to market and other conditions. We cannot assure that the Separation will be completed on the anticipated timeline, if at all, or that the terms of the Separation will not change. The transaction will follow the satisfaction of customary conditions, including reviews and final approval by our Board, relevant tax opinions with respect to the tax-free nature of the transaction, effectiveness of appropriate filings with the SEC, and acceptance of the spin-off company for listing by a national securities exchange approved by our Board, the completion of audited financials of the new independent company, among others. The failure to satisfy any of the required conditions could delay the completion of the Separation for a significant period of time or prevent it from occurring at all. Unanticipated developments, including changes in the competitive conditions of our markets, possible delays in obtaining various tax opinions or rulings or failure of the spin-off transaction to qualify for non-recognition treatment for U.S. federal income tax purposes, the filing and effectiveness of appropriate filings with the SEC and the listing on a stock exchange, negotiating challenges, the uncertainty of the financial markets, changes in the law, and challenges in executing the Separation, could delay or prevent the completion of the Separation, or cause the Separation to occur on terms or conditions that are different or less favorable than initially expected. Any changes to the Separation or delay in completing the Separation could cause us not to realize some or all of the expected benefits, or realize them on a different timeline than initially expected. Further, our Board could decide, either because of a failure of conditions or because of market or other factors, to abandon the Separation. No assurance can be given as to whether and when the Separation will occur. Whether or not we complete the Separation, our ongoing business may be adversely affected, and we may be subject to certain risks and consequences as a result of pursuing the separation of our two businesses, including the following: - We anticipate that the process of completing the Separation will be time-consuming and involve significant additional costs and expenses, which may not yield a discernible benefit if the Separation is not completed. Additionally, if the Separation is not completed, we will still be required to pay certain costs and expenses incurred in connection therewith, such as professional fees. - Executing the Separation will require significant time and attention from our senior management and employees, which may impact management's attention to operating and growing our business and could adversely affect our business. Our employees may also be distracted due to uncertainty about their future roles with the separate companies pending completion of the Separation. - We may also experience increased difficulties in attracting, retaining, and motivating employees leading up to, and following, completion of the Separation, which could harm our businesses. - Some of our customers or suppliers may delay or defer decisions or may end their relationships with us. - We may experience negative reactions from the financial markets if we fail to complete the Separation or fail to complete it on a timely basis. - We could incur substantial additional costs and experience temporary business interruptions. - Transfer or assignment to us of some contracts and other assets will require the consent of a third party. If such consent is not given, we may not be entitled to the benefit of such contracts, investments, and other assets in the future. - The announcement and pendency of the Separation may cause some investors to sell shares of our common stock, which could create greater volatility or decline in the price of our shares. Any of the above factors could cause the Separation, or the failure to execute the Separation, to have an adverse effect on our business and financial performance. ### We may be unable to achieve some or all of the anticipated strategic and financial benefits from the Separation. We may not realize the anticipated strategic, financial, operational, or other benefits from the Separation. We also cannot predict with certainty when the expected benefits will occur or the extent to which they will be achieved. If the Separation is completed, our operational and financial profile will change and we will face new risks. As two independent, publicly traded companies, our beverage and coffee businesses will each be smaller, less-diversified companies and may be more vulnerable to changing market conditions. There is no assurance that each separate company will be successful. The announcement and/or completion of the Separation may cause uncertainty for or disruptions with our customers, partners, suppliers, and employees, which may negatively impact these relationships or our operations. In addition, we will incur costs in connection with, or as a result of, the spin-offs, including costs of operating as independent, publicly-traded companies that the two businesses will no longer be able to share. Those costs may exceed our estimates or could negate some of the benefits we expect to realize. Significant unexpected costs or failure to realize the intended benefits of the Separation could result in a material adverse effect on the business, financial condition, results of operations, and trading price of us or the separated businesses. ### Following the Separation, we may not maintain a satisfactory credit rating, which could adversely affect the financial performance of our businesses. It is management's intent to structure each stand-alone business in a way to achieve investment grade credit ratings upon completion of the Separation. If we are not able to achieve or maintain satisfactory credit ratings post-separation, whether as a result of our actions or factors which are beyond our control, the independent businesses may face increased borrowing costs and limited access to raise funds in capital markets. A failure to achieve or maintain investment grade ratings could also impact business relationships with vendors, suppliers, regulators, and other business partners. There is no guarantee that we will be able to achieve or maintain our targeted credit ratings, and failure to do so may adversely affect the liquidity and financial performance of the businesses following the proposed Separation. ### Following the Separation, the price of our common stock may decline and may experience greater volatility. Upon completion of the Separation, the price of our common stock may decline compared to its level immediately prior to, as it will no longer include the value of the separated business. In addition, the price of our common stock may experience greater volatility until the market has fully analyzed our value without the separated business. We cannot guarantee that the combined value of the shares of the two resulting companies will be equal to or greater than what the value of our common stock would have been had the proposed Separation not occurred. ## Item 1L. Legal Proceedings ### Item 1. Legal Proceedings We are occasionally subject to litigation or other legal proceedings relating to our business. See Note 17 of the Notes to our Unaudited Consolidated Financial Statements for more information related to commitments and contingencies, which is incorporated herein by reference. ### Item 1A. Risk Factors In addition to other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the following risk factors, which have been updated from the risk factors set forth in Part I, Item 1A in our Annual Report. ### RISK FACTORS SUMMARY - Disruption of our manufacturing and distribution operations or supply chain, including increased input costs, may adversely affect our financial condition or results of operations. - We operate in highly competitive categories, and any inability to compete effectively could adversely impact our business. - We may not effectively respond to changing consumer preferences and shopping behavior, which could impact our financial results. - Concerns about the safety, quality, or health effects of our products could negatively affect our business. - Damage to our reputation or brand image can adversely affect our business. - If we do not successfully manage our acquisitions of and investments in new businesses or brands, our operating results may be adversely affected. - Failure to realize benefits or successfully manage the potential negative consequences of our productivity initiatives can adversely affect our financial performance. - Our facilities and operations may require substantial investment and upgrading, and such investments may not achieve the intended financial benefits. - We depend on key information systems, and our use of information technology exposes us to business disruptions that could adversely affect us. - Our intellectual property rights could be infringed or we could infringe the intellectual property rights of others, and adverse events regarding licensed intellectual property could harm our business. - Failure to attract, retain, develop and motivate a highly skilled and diverse workforce, or failure to effectively manage changes in our workforce could significantly impact our operations. - We may not be able to renew collective bargaining agreements on satisfactory terms, or we could experience union activity, including new unionization, labor disputes, or work stoppages. - Increases in our cost of employee benefits in the future could reduce our profitability. - A significant interruption at one of our production facilities could disrupt our supply of the affected products. - Our efforts to secure an adequate supply of quality or sustainable coffee may be unsuccessful. - If we are unable to manage our inventory and forecasting systems effectively, our business, financial condition, or results of operations could be adversely affected. - We negotiate with our suppliers to optimize our terms and conditions, including payment terms, and reductions in our payment terms with our suppliers could adversely affect our liquidity. - An impairment of the value of our goodwill and other indefinite lived intangible assets could have a material adverse effect on our financial statements. - We depend on third-party bottling and distribution companies for a significant portion of our business. - Changes in the retail landscape or in sales to any key customer can adversely affect our business. - Failure to maintain strategic relationships with brand owners, operators and private label brands, including through licensing and distribution agreements, could adversely impact our future growth and business, potentially resulting in the termination of those agreements. - Equity method investments are managed independently of us and may have different interests than we do. Their decisions could impact our financial performance. - The use of information technology by our third-party commercial partners and service providers exposes us to business disruptions or other negative impacts that could adversely affect us. - We rely on the performance of a limited number of suppliers, manufacturers and order fulfillment companies for our brewers and coffee machines, beverage concentrates, and syrups. - Our financial results may be negatively impacted by unfavorable economic and geopolitical conditions. - National and international laws and regulations could adversely affect our business. - Litigation or legal proceedings could expose us to significant liabilities and damage our reputation. - Increased concerns related to the use or disposal of plastics or other packaging materials can adversely affect our business and financial performance. - Significant additional labeling or warning requirements or limitations on the marketing or sale of our products may inhibit sales of affected products. - Our use of information technology and third-party service providers exposes us to cybersecurity breaches and other business disruptions that could adversely affect us. - Failure to comply with personal data protection and privacy laws can adversely affect our business. - Climate change or related legislation could adversely affect our business. - Water scarcity and quality could adversely affect our business. - Fluctuations in our effective tax rate may result in volatility in our financial results. - Fluctuations in foreign currency exchange rates relative to the U.S. dollar could have a material adverse effect on our financial results. - The market price of our common stock may decline if we do not achieve the expected benefits and synergies of the JDE Peet’s Acquisition. - Legal proceedings in connection with the JDE Peet's Acquisition could expose us to substantial costs. - If our due diligence investigation of JDE Peet's was inadequate, or if unexpected risks related to JDE Peet's and its business materialize, it could have a material adverse effect on our business. - The JDE Peet's Acquisition exposes us to inherent risks in JDE Peet's business and those geographies where JDE Peet's currently operates, which could adversely affect our business. - Our acquisition of JDE Peet’s exposes us to significant geopolitical, regulatory, and operational risks in Russia, including the potential loss of those operations, that could adversely affect our business. - We may not successfully integrate JDE Peet's into our business, or such integration may be more difficult, time-consuming, or costly than expected, which could adversely affect our business. - We are subject to business uncertainties related to the JDE Peet's Acquisition. - We have incurred and assumed significant debt as a result of the JDE Peet's Acquisition, which could adversely affect our financial performance. - In connection with the JDE Peet's Acquisition, we consummated the JV Investment, which could restrict our operational and corporate flexibility, impact our cash resources, and/or depress the market price of our common stock. - The issuance of Convertible Preferred Stock in connection with the JDE Peet's Acquisition may adversely affect the rights and market price of our common stock as well as our capital resources. - The Separation may not be completed on the terms or timeline currently contemplated, if at all, and will involve significant time, expenses, and resources, which could adversely affect our business. - We may be unable to achieve some or all of the anticipated strategic and financial benefits from the Separation. - Following the Separation, we may not maintain a satisfactory credit rating, which could adversely affect the financial performance of our businesses. - Following the Separation, the price of our common stock may decline and may experience greater volatility. ### RISKS RELATED TO OUR OPERATIONS ### Disruption of our manufacturing and distribution operations or supply chain, including increased input costs, may adversely affect our financial condition or results of operations. We have experienced, and could continue to experience, disruptions in our supply chain and our manufacturing and distribution operations, which could have a material adverse effect on our business. Some raw materials and supplies used in the production of our products, including packaging materials and green coffee, are available from a limited number of suppliers or could be in short supply when seasonal demand is at its peak or when international logistics are disrupted. Certain raw materials and supplies used in the production of our products are sourced from countries experiencing unfavorable economic conditions, civil unrest or political instability. Adverse weather conditions may affect the supply of agricultural commodities from which key ingredients for our products are derived. We may not be able to maintain favorable arrangements and relationships with suppliers, and our contingency plans may not be effective to mitigate disruptions that may arise from shortages or discontinuation of any raw materials and other supplies that we use in the manufacture and distribution of our products. In order to ensure a continuous supply of high-quality raw materials, some of our inventory purchase obligations include long-term purchase commitments for certain strategic raw materials; the timing of these may not always coincide with the period in which we need the supplies to fulfill customer demand. Any sustained or significant disruption to the manufacturing or sourcing of raw materials could increase our costs and interrupt product supply, which could adversely impact our business. Additionally, if demand increases beyond our production capabilities, we may need to expand our capacity. The raw materials and other supplies, including agricultural commodities (such as green coffee, including Arabica and Robusta beans, tea leaf, palm and coconut oil, milk, sugar, cocoa, corn and apples), fuel (crude oil, electricity and natural gas) and packaging materials (including aluminum, resins, paper products, and glass), transportation, and other supply chain inputs that we use for the manufacture, production, and distribution of our products are subject to price volatility and fluctuations in availability caused by many factors, including changes in supply and demand; supplier capacity constraints; inflation; weather conditions (including the effects of climate change); natural disasters; disease or pests; agricultural uncertainty; cost increases in farm inputs; health epidemics, pandemics, or other contagious outbreaks; labor shortages, strikes, or work stoppages; changes in or the enactment of new laws and regulations; governmental actions or controls (including import/export restrictions, such as new, increased, or retaliatory tariffs, sanctions, quotas, or trade barriers); port congestion or delays; transport capacity constraints; cybersecurity incidents or other disruptions; political uncertainties; acts of terrorism; governmental instability; speculation in global trading of commodities, such as green coffee; or fluctuations in foreign currency exchange rates. Many of these factors could also cause a significant disruption at our manufacturing and distribution facilities, or the facilities of our bottlers, contract manufacturers, or distributors, which could have a material adverse effect on our business. We have been affected by a number of these factors, led by inflationary pressures on input and other costs, which may continue. Many of our raw materials and supplies are purchased in the open market, and the prices we pay for such items are subject to fluctuation. Under many of our supply arrangements, the price we pay for raw materials fluctuates along with certain changes in underlying commodities costs. This could lead to higher and more variable inventory levels or higher raw material costs for us. The quality of the green coffee we seek tends to trade on a negotiated basis at a premium to or, at times, discount from, the underlying futures of green coffee, and can vary significantly. Single-origin, Arabica, and responsibly-sourced green coffee sell at higher prices than other green coffees, in part because producers cannot increase supply in the short run to meet rising demand. Volatility in green coffee prices can impact our ability to enter into fixed-price purchase commitments. We frequently enter into “price-to-be-fixed” supply contracts with defined quality, quantity, and other negotiated terms, but the date, and therefore price, at which the base coffee commodity price component will be fixed has not yet been established. We also enter into forward delivery contracts for physical green coffee and use futures to hedge our exposure to green coffee prices. When input prices increase unexpectedly or significantly, we may be unwilling or unable to increase our finished product prices or unable to effectively hedge against price increases to offset these increased costs without suffering reduced volume, revenue, margins, and operating results. To the extent that price increases on finished products are not sufficient to offset higher costs adequately or in a timely manner, or if they result in significant decreases in sales volume, our financial condition or results of operations may be adversely affected. For example, if the price of green coffee were to increase significantly and we are unable to increase our prices sufficiently to an equivalent degree to compensate, we may be required to take additional measures in affected markets, including ceasing advertising campaigns or temporarily halting trading in such markets. In addition, if we have previously hedged a commodity at higher price levels and that commodity’s price then decreases rapidly, the resulting change in value of the derivative instruments could increase our cost of goods sold. We are also exposed to counterparty risk under our hedging and physical green coffee contracting arrangements and, because the terms of our fixed-price purchase commitments do not necessarily match the term of our agreements to sell products to customers, our hedging strategies may not effectively reduce our exposure to commodity price increases. In addition, there may be a time lag between when commodity costs increase and when we are able to increase our prices, which may compress our margins, and if commodity prices then decline before we have increased our prices, we may be unable to recover losses caused by such temporary increases in commodity costs. ### We operate in highly competitive categories, and any inability to compete effectively could adversely impact our business. The beverage industry is highly competitive and continues to evolve in response to changing consumer preferences. We compete with multinational corporations with established brands that can rapidly respond to competitive pressures and changes in consumer preferences by introducing new products, changing their route-to-market, reducing prices, or increasing promotional activities. We also compete with various smaller or regional companies and private label manufacturers, which may be more innovative, better able to bring new products to market, and better able to quickly serve niche markets or better meet continuously evolving consumer preferences. Additionally, we compete for contract manufacturing with other bottlers and manufacturers. A significant portion of our business is attributable to sales of single serve coffee formats, including K-Cup pods for use with Keurig brewing systems and other single serve coffee formats compatible with various third-party single serve coffee brewers. Continued acceptance of Keurig brewers and other single serve coffee brewers compatible with our products to further increase household penetration is a significant factor in our growth plans. Any substantial or sustained decline in the sale of brewers could materially and adversely affect our business. Keurig brewers and other single serve brewers related to our single serve offerings compete against all sellers and types of coffeemakers, as well as coffee stores. Our competitive position may be weakened if we do not succeed in differentiating our single serve brewers from our competitors’ products. Our portfolio spans across a broad range of brands, each subject to distinct competitive dynamics and consumer demand drivers. Across our product formats, our sales may be adversely affected by our inability to maintain or increase prices, effectively promote our products, or respond to new market entrants and competitive offerings. Our results may also be negatively impacted if wholesalers, retailers, or consumers choose competitors’ products over ours, or if we experience increased marketing costs, higher in-store placement costs or slotting fees. In addition, the continued growth of e-commerce may also create additional consumer price deflation by, among other things, facilitating comparison shopping and could potentially threaten the value of some of our legacy route to market strategies. If we are unable to compete effectively, our business and our financial results would be negatively affected. ### We may not effectively respond to changing consumer preferences and shopping behavior, which could impact our financial results. Consumers’ preferences continually evolve due to a variety of factors, including changes in demographics, social trends, consumer lifestyles and consumption patterns, and the use of weight loss drugs, concerns or perceptions regarding the health effects or environmental impact of our products or packaging, the pricing of our products, concerns regarding the location of origin or source of ingredients and products, changes in consumers’ spending habits, negative publicity, economic downturn, inflation or other factors. If we do not effectively anticipate and respond to changing trends and consumer preferences, including through innovation and renovation, our sales and growth could suffer. Addressing changes in consumer preferences may require successful development, introduction, and marketing of new products and line extensions. There are also inherent risks associated with new product or packaging innovation, including uncertainties about trade and consumer acceptance or potential impacts on our existing product offerings. Successful innovation may depend on our ability to obtain, protect, and maintain necessary intellectual property rights and to avoid infringing upon the intellectual property rights of others. In addition, because our consumer base is geographically dispersed, we must offer an array of products that satisfy a broad spectrum of consumer preferences, and if we fail to maintain or expand our product offerings successfully to satisfy such a broad spectrum of preferences, demand for our products could decrease. Failure to innovate successfully could compromise our competitive position and impact our product sales, financial condition, and operating results. The effectiveness of our marketing and advertising activities, on which we depend in part to drive awareness and sales, may not generate the consumer awareness or sales we anticipate, and we rely on a limited number of third-party providers to support these activities, some of which have longstanding relationships with us and historical knowledge of our business; any deterioration of these relationships could disrupt our marketing and advertising efforts. Consumers are increasingly focused on sustainability, with particular attention to the recyclability or reuse of product packaging, reducing consumption of single-use plastics and non-recyclable materials, the environmental impact of manufacturing operations, and the ethical standards of product sourcing and production. If we do not meet consumer demands by continuing to provide sustainable packaging options and focusing on sustainability throughout our manufacturing operations, our sales could suffer. Consumer shopping behavior is also rapidly evolving. Changes in mobility, travel, and leisure activity patterns, the acceleration of e-commerce, social media (including influencers), inflation and economic uncertainty, and pandemics, epidemics, or other disease outbreaks, among others, have impacted and could continue to impact consumer shopping behavior and demand for our products. If we are unable to meet consumers where and when they desire their products or if we are unable to respond effectively to changes in distribution channels, our financial results could be adversely impacted. ### Concerns about the safety, quality, or health effects of our products could negatively affect our business. The success of our business depends in part on our ability to maintain consumer confidence in the safety and quality of all of our products, including coffee and tea, and beverage products, their ingredients, their packaging, and our coffee machines and brewers. Failures or perceived failures to meet our quality, health, or safety standards, (including product contamination or tampering, undeclared allergens, or allegations of mislabeling) have occurred in the past and may occur again, whether in our own operations or those of our manufacturers, distributors, or suppliers. This risk may grow as we expand our product offerings through innovation, partnerships, or acquisitions into new beverage categories, including product contamination or tampering, undeclared allergens, or allegations of mislabeling, whether actual or perceived, has occurred, and may in the future occur, in our operations or those of our bottlers, manufacturers, distributors, or suppliers. This could result in time-consuming and expensive production interruptions, recalls, market withdrawals, product liability claims, and negative publicity. It could also result in the destruction of product inventory, lost sales due to the unavailability of products for a period of time, fines from applicable regulatory agencies, and higher-than-anticipated rates of warranty returns and product returns. Moreover, negative publicity may result from false, unfounded, or nominal liability claims, or from limited recalls. In addition, adverse public opinion, third-party studies, or other allegations, whether or not valid, regarding the perceived or potential negative health effects of processing or ingredients in some of our beverage products, such as concerns about the caloric intake associated with soft drinks, the caffeine content of certain of our beverages, or the use of synthetic colors, beverages sweetened with sugar or high-fructose corn syrup, nutritive and non-nutritive sweeteners or other additives in some of our products, or chemicals of concern or other substances in our ingredients or materials, may contribute to actual or threatened legal action, negative consumer perception of our products, new or increased taxes on our products, or additional government regulation, including new or increased restrictions on the inclusion of our products in benefit programs, such as the U.S. supplemental nutrition assistance program known as SNAP, any of which could result in decreased demand for our products or reformulations of existing products to remove such ingredients or substances, which may be costly and reduce their appeal. Such risks may be increased if government officials make public statements about alleged risks purportedly associated with processing particular ingredients used in some of our products, or unintentional contaminants that may be present in the water supply. Any or all of these events may lead to a loss of consumer confidence and trust, could damage the reputation of our brands, and may cause consumers to choose other products, which could negatively affect our business and financial performance. ### Damage to our reputation or brand image can adversely affect our business. Our ability to maintain our reputation and the brand image of our products is important to our success. Our corporate image and reputation have in the past been, and could in the future be, adversely impacted by a variety of factors, including: any failure by us or our business partners to achieve goals or maintain high standards relating to ethical and business practices, including with respect to human rights, child labor laws, workplace conditions, employee health and safety, the nutrition profile of our products, packaging, water use, and impact on the environment; any failure to address health or other concerns about our products, products we distribute, or particular ingredients in our products, including concerns regarding whether certain of our products contribute to obesity or an increase in public health costs; our research and development efforts; any product quality or safety issues, including the recall of any of our products; any failure to comply with laws and regulations; and consumer perception of our advertising campaigns, sponsorship arrangements, marketing programs, use of social media, and our response to political and social issues or catastrophic events; or any failure to effectively respond to negative or inaccurate comments about us on social media or otherwise regarding any of the foregoing. Damage to our reputation or brand image could decrease demand for our products, thereby adversely affecting our business. ### If we do not successfully manage our acquisitions of and investments in new businesses or brands, our operating results may be adversely affected. From time to time, we acquire or invest in businesses or brands, form joint ventures and enter into licensing and distribution agreements. If we are unable to complete such transactions or successfully integrate and develop acquired businesses, we could fail to achieve the expected increases in revenues and operating results or the anticipated synergies and cost savings. Additional acquisition risks which could adversely affect our financial results include the diversion of management attention from our existing business, potential loss of key employees, suppliers, or customers from the acquired business, assumption of unforeseen risks and liabilities, and greater than anticipated operating costs of the acquired business, among others. Our quality management protocols, which are designed to ensure product quality and safety, may not be sufficiently robust to fully manage the expanded range of product offerings introduced through new investments or licensing or distribution agreements, which may increase our costs or subject us to negative publicity. In addition, we may also experience delays in extending our respective internal control over financial reporting to new acquisitions or investments, which may increase the risk of misstatements in our financial records and in our consolidated financial statements. In the past we have been, and in the future we may be, unable to realize the expected benefits of acquisitions, investments, or licensing or distribution agreements; it may also take longer than expected to realize the expected benefits. Our ability to manage and improve the performance of acquired businesses or brands and our other investments and ventures will impact our financial performance. If we are unable to achieve the strategic and financial objectives for such transactions, our consolidated results could be negatively affected. Refer to the Risks Related to the JDE Peet's Acquisition section for risks specific to the JDE Peet's Acquisition. ### Failure to realize benefits or successfully manage the potential negative consequences of our productivity initiatives can adversely affect our financial performance. We pursue strategic initiatives that are transformative in nature and are expected to generate significant cost savings or productivity, over time. These strategic initiatives have included investments in new technologies and the optimization of certain processes and of our manufacturing footprint. Some of our productivity initiatives may result in unintended consequences, such as business disruptions, distraction of management and employees, reduced morale and productivity, inability to obtain expected savings to reinvest into the business, an inability to attract or retain employees, negative publicity and disruption of the internal control structures of the affected business operations. If we are unable to successfully implement our productivity initiatives as planned or do not achieve expected savings as a result of these initiatives, we may not realize all or any of the anticipated benefits, resulting in adverse effects on our financial performance. ### Our facilities and operations may require substantial investment and upgrading, and such investments may not achieve the intended financial benefits. We continue to incur significant costs to maintain or upgrade various technologies, facilities, and equipment or restructure our operations, including closing existing facilities or opening new ones. We invest in new and emerging technologies, including the use of automation, connected data, robotics, and artificial intelligence throughout our operations, including in our manufacturing and distribution facilities and our sales and marketing organization. If the cost of our investments is higher than anticipated, the investments and upgrades are not sufficient to meet our near-term future business needs, our business does not develop as anticipated to appropriately utilize new or upgraded facilities, or third parties fail to complete the construction or renovation of facilities or production equipment in a timely manner or in accordance with our specifications, we may be delayed in realizing the intended benefits or our costs and financial performance could be negatively affected. In addition, certain of our joint venture arrangements may require us to bear additional costs or provide additional funding if expenses, including capital expenditures, exceed agreed budget thresholds, which could increase our cash requirements and adversely affect our financial performance. We have ongoing programs to invest in and upgrade our manufacturing, distribution and other facilities. These investments require us to rely on third parties for the construction and renovation of our facilities and manufacturing of our production equipment. We have experienced delays related to the production equipment contained within our manufacturing facilities, including delays in receiving the equipment or in operating the equipment according to specifications outlined by the manufacturer, which have led to increased costs, and we may continue to experience such delays and cost increases. ### We depend on key information systems, and our use of information technology exposes us to business disruptions that could adversely affect us. Our information systems contain proprietary and other confidential information related to our business. These systems and services are vulnerable to interruptions or other failures resulting from, among other things, natural disasters, terrorist attacks, software, equipment or telecommunications failures, processing errors, computer viruses, other security issues or supplier defaults. Security, backup and disaster recovery measures may not be adequate or implemented properly to avoid such disruptions or failures. Any disruption or failure of these systems or services could cause substantial errors, processing inefficiencies, security breaches, inability to use the systems or process transactions, loss of customers or other business disruptions, all of which could negatively affect our business and financial performance. Our users’ data and customer information may be improperly accessed, used or disclosed if we fail to adopt or adhere to adequate information security practices or in the event of a breach of our networks, which could subject us to legal action, reputational harm, or otherwise negatively impact our business and financial performance. Our intellectual property rights could be infringed or we could infringe the intellectual property rights of others, and adverse events regarding licensed intellectual property could harm our business. We possess intellectual property that is important to our business. This intellectual property includes proprietary blending and roasting processes and recipes, ingredient formulas, trademarks, copyrights, patents, business processes, and other trade secrets. We cannot be certain that the legal steps taken to protect our rights will be sufficient or that others will not infringe or misappropriate our rights. In addition, some of our production processes are not proprietary, and competitors may be able to duplicate them, which could harm our competitive position. If we fail to adequately protect our intellectual property rights, or if changes in laws diminish or remove the current legal protections available to them, the competitiveness of our products may be eroded and our business could suffer. We and third parties, including competitors, could come into conflict over intellectual property rights, resulting in disruptive and expensive litigation. If we are unable to protect our intellectual property rights, our brands, products, and business could be harmed. We also license various intellectual property rights from third parties and license certain intellectual property rights to third parties. Adverse events affecting those third parties or their products could also negatively impact our brands. In some countries, third parties own certain intellectual property that we own in other countries. For example, the Dr Pepper trademark and formula is owned by Coca-Cola in some countries outside North America. Adverse events affecting those third parties or their products could also negatively impact our brands. ### Failure to attract, retain, develop and motivate a highly skilled and diverse workforce, or failure to effectively manage changes in our workforce could significantly impact our operations. The labor market has experienced and may continue to experience labor shortages, inflation in labor costs and increased employee turnover, which has impacted and may continue to impact our ability to attract and retain a highly skilled and diverse workforce. Competition in the labor market for qualified employees has increased alongside current and prospective employees’ changing expectations for compensation, benefits, and flexible work models. Unplanned turnover or failure to develop and implement succession plans for senior management and other key personnel could deplete our institutional knowledge base and erode our competitiveness. Failure to attract, retain, develop, and motivate a highly skilled and diverse workforce, including employees with specialized capabilities could impair our product quality, innovation, reputation and operations. ### We may not be able to renew collective bargaining agreements on satisfactory terms, or we could experience union activity, including new unionization, labor disputes, or work stoppages. Many of our employees that are involved in the manufacturing or distribution of our products are covered by collective bargaining agreements. Additional employees have sought and may continue to seek to be covered by collective bargaining agreements, which may be facilitated by changing labor laws and regulations. The terms and duration of these agreements vary by country and by the specific agreement. While some collective bargaining agreements may have terms of several years, others have shorter durations, and in certain jurisdictions, particular provisions may continue to apply even after expiration until a new agreement is reached. We may not be able to renew collective bargaining agreements on satisfactory terms or at all. This could result in labor disputes, strikes, or work stoppages, which could impair our ability to manufacture and distribute our products and result in a substantial loss of sales. The terms of new, existing, renewed, or expanded agreements could also significantly increase our costs or negatively affect our ability to increase operational efficiency. In addition, we have works councils in place in certain jurisdictions, and certain employment-related decisions affecting all or certain groups of employees may be implemented only with the relevant works council’s consent or after consultation with it. If we fail to obtain such consent or complete required consultation, we may be unable to implement certain changes in a timely manner or at all, which could increase our costs or disrupt our operations. ### Increases in our cost of employee benefits in the future could reduce our profitability. Our profitability is substantially affected by costs for employee health care, pension and other retirement programs and other benefits. In recent years, these costs have increased significantly due to factors such as increases in health care costs and changes to labor and retirement regulations. We sponsor defined benefit person and other post-employment benefit plans in certain jurisdictions outside the United States. The funded status and cost of these plans are sensitive to changes in interest rates and to the market value of plan assets, which can cause our net periodic benefit costs and required cash contributions to fluctuate significantly from period to period. The amount and timing of these contributions are subject to minimum funding requirements that vary by jurisdiction and that, in certain cases, are determined by trustees or other bodies acting independently of us, and in certain jurisdictions we could remain responsible for funding any future plan deficits. These factors will continue to put pressure on our business and financial performance. There can be no assurance that we will succeed in limiting future cost increases and continued upward cost pressure could have a material adverse effect on our business and financial performance. ### A significant interruption at one of our production facilities could disrupt our supply of the affected products. We have consolidated production capacity for certain products into a limited number of sites, and in some cases, a single site. A significant interruption at any such facility could disrupt our ability to manufacture or distribute the affected products and, for products that are made or roasted to order or held in limited inventory, could affect our sales almost immediately. Certain of our facilities are also located in areas subject to earthquakes or other natural hazards, which could amplify the impact of any such interruption. Because of the specialization of our manufacturing facilities, resuming operations at, or reconstructing, an affected facility may take an extended period of time and require significant capital expenditures. Alternative facilities with sufficient capacity or capabilities may not be available, may cost substantially more than existing facilities, or may take a significant time to start production, each of which could negatively affect our business and financial performance. ### Our efforts to secure an adequate supply of quality or sustainable coffee may be unsuccessful. We are dependent on the availability of an adequate supply of green coffee, including Arabica and Robusta green coffee, at the required volumes and quality levels from our coffee suppliers, traders, exporters, cooperatives, and growers, as well as on the availability of an adequate supply of tea. We also seek to source green coffee and tea responsibly, relying both on third-party sustainability standards or certifications and on our own human rights and environmental due diligence processes across our supply chain. We may be unable to secure green coffee and tea of the quality, in the volumes, or with the sustainability certifications we require, and any failure to do so could disrupt our supply, increase our costs, or adversely affect our ability to meet customer demand. Certain of our offerings are particularly dependent on a continued supply of premium Arabica green coffee, including single-origin coffees sourced principally from Central and South America, which cannot be readily substituted with green coffee from other origins. As a result, disruptions affecting these sourcing regions, or our inability to obtain coffee of comparable quality or origin, could disproportionately affect these offerings. In addition, evolving sustainability-related regulations may affect our ability to source coffee and tea. For example, the EUDR, which is being phased in and remains subject to ongoing implementation developments and guidance, would restrict companies from placing products on, or exporting them from, the European Union unless they conduct extensive diligence on the value chain to ensure that the products do not result from recent deforestation, forest degradation or breaches of local laws, and they have a relevant due diligence statement confirming such compliance. The scope of products subject to the EUDR may also expand over time, including through implementing or delegated measures that bring additional coffee or other products within its scope. Compliance with the EUDR and similar regulations in other jurisdictions may increase our costs and administrative burden, require enhanced traceability and diligence across our supply chain and restrict the sources from which we can obtain coffee, and any failure to comply could result in penalties, loss of market access or reputational harm, any of which could have a material adverse effect on our business. ### If we are unable to manage our inventory and forecasting systems effectively, our business, financial condition, or results of operations could be adversely affected. We rely on our inventory management and forecasting systems to forecast demand, fulfill customer orders in a timely manner and operate our supply chain efficiently. Accurate demand forecasts are necessary to avoid losing sales of popular products and to avoid producing excess inventory that we are unable to sell without discounting. A failure to forecast demand accurately or to manage these systems effectively could impair our ability to fulfill customer orders efficiently and expose us to penalties, particularly in our consumer-packaged goods business, under certain of our customer arrangements for failing to meet specified delivery requirements, which could adversely affect our product sales and operating results. ### RISKS RELATED TO OUR FINANCIAL PERFORMANCE ### We negotiate with our suppliers to optimize our terms and conditions, including payment terms, and reductions in our payment terms with our suppliers could adversely affect our liquidity. We negotiate with our suppliers to optimize our terms and conditions, which includes the consideration of payment terms. Excluding our suppliers who require cash at date of purchase or sale, our current payment terms with our suppliers generally range from 10 to 360 days. The length of our payment terms has been reduced in recent periods and may continue to be reduced, including as a result of regulatory developments to regulate payment terms, a supplier being replaced, renegotiation of a supplier's contract during the procurement process, through efforts to increase the overall pool of potential suppliers for selection, or in order to receive favorable pricing or other terms during commercial negotiations. Reductions in our payment terms have negatively affected, and could continue to negatively affect, our liquidity and our ability to maximize our working capital. Reduced payment terms have contributed to, and could continue to contribute to, our need to utilize various financing arrangements for short-term liquidity. We also rely on supply chain financing and similar arrangements with respect to certain of our payables. If these arrangements become unavailable or more costly, are scaled back, or are reclassified, or if related regulatory requirements change, our liquidity and working capital could be adversely affected. ### An impairment of the value of our goodwill and other indefinite lived intangible assets could have a material adverse effect on our financial statements. As of June 30, 2026, we had $88 billion of total assets, of which approximately $30 billion were goodwill and approximately $38 billion were intangible assets. Intangible assets include both definite and indefinite lived intangible assets in connection with brands, trade names, acquired technology, customer relationships, contractual arrangements, and distribution rights. We conduct impairment tests on goodwill and all indefinite lived intangible assets annually, as of October 1, or more frequently if circumstances indicate that all or a portion of the carrying amount of an asset may not be recoverable. A portion of our goodwill and intangible assets was recognized in connection with the Acquisition. If we do not realize the anticipated benefits or synergies of the Acquisition, or if the performance of the acquired businesses falls short of the expectations reflected in our forecasts, the recoverable amount of this goodwill could decline, increasing the risk of a material impairment charge. In addition, definite lived intangible assets, property, plant, and equipment, and equity method investments are evaluated for impairment or accelerated depreciation as circumstances indicate. The impairment tests require us to make an estimate of the fair value of our reporting units and other intangible assets. We have in the past recorded impairments, including during the year ended December 31, 2025, and could do so again as a result of changes in assumptions, estimates or circumstances, some of which are beyond our control. Factors which could result in an impairment include changes in our financial and operating outlook and changes in our discount rates, which could change due to factors such as movement in risk-free interest rates, changes in general market interest rates and market beta volatility, and changes to management's view of forecasted risk, among others. Since a number of factors may influence determinations of fair value of intangible assets, we are unable to predict whether impairments of goodwill or other indefinite lived intangibles will occur in the future. Any such impairment would result in us recognizing a non-cash charge in our Consolidated Statements of Income, which could adversely affect our results of operations and our effective tax rate. ### RISKS RELATING TO OUR RELATIONSHIPS WITH THIRD PARTIES ### We depend on third-party bottling and distribution companies for a significant portion of our business. We license rights to third parties to bottle and distribute our products. A portion of our income from operations is generated from sales of beverage concentrates to third-party bottling companies that we do not own. Some of these bottlers are also our direct competitors, or also bottle and distribute products for our competitors. In addition, some of the finished products we manufacture are distributed by third parties. As independent companies, these bottlers and distributors may have the right to determine whether, and to what extent, they produce and distribute our products, our competitors' products and their own products. They may devote more resources to other products, prioritize their own products, or take other actions detrimental to our brands. In most cases, they are able to terminate their bottling and distribution arrangements with us without cause. In some cases, the license agreements include buy-out rights that allow us to exit for a fee, and we may have additional limited termination rights. The termination of any material license arrangement could adversely affect our business and financial performance, and any disputes could be costly and divert management attention. We may need to increase support for our brands in certain territories to maintain our route-to-market and may not be able to pass price increases through to third-party bottlers and distributors. Deteriorating economic conditions could negatively impact the financial viability of third-party bottlers. ### Changes in the retail landscape or in sales to any key customer can adversely affect our business. The channels in which we sell our products, including retailers, grocery, mass merchandise, club, e-commerce, and other retail channels, are experiencing continued consolidation of ownership and purchasing power, resulting in large retailers or buying groups with increased purchasing power and leverage in negotiations, which impact our ability to compete. In particular, customer consolidation and the increasing prevalence of buying groups may heighten strategic pricing risk and make it more difficult for us to pass on cost increases to customers on a timely basis or in full. As customers increase their leverage through consolidation and the emergence of buying groups, there is greater downward pricing pressure on our products, and disagreements over pricing or trade terms with a major customer or buying group could lead it to reduce, suspend, or cease purchases of, or delist, our products, any of which may have a material adverse effect on our revenue and profitability. Retailers may seek lower prices from us, may demand increased marketing or promotional expenditures in support of their businesses, and may be more likely to use their distribution networks to introduce and develop private-label brands, any of which could negatively affect our profitability. In addition, our industry is being affected by rapid growth in discount retailers and in e-commerce retailers, including traditional retailers who are expanding their e-commerce capabilities, and our business will be adversely affected if we are unable to maintain and develop successful relationships with such retailers to secure appropriate shelf space or digital placement, execute promotional programs, or respond effectively to changes in customer requirements or consumer purchasing behavior. Changes in customer purchasing patterns, promotional activity, inventory levels, route-to-market arrangements or the timing of customer orders may cause our results to vary from period to period and may reduce the consistency of our operating results. Further, we must maintain mutually beneficial relationships with our key customers to compete effectively. In certain markets, particularly outside North America and Western Europe, we rely on third-party distributors to sell and distribute our products. Because these distributors control access to certain markets, if we are unable to maintain good relationships and acceptable trade terms with them, our ability to distribute and sell our products in those markets could be impaired. Any inability to resolve a significant dispute with any of our key customers, a change in the business condition (financial or otherwise) of any of our key customers, even if unrelated to us, a significant reduction in sales to any key customer, or the loss of any of our key customers may adversely affect our business. Failure to maintain strategic relationships with brand owners, operators and private label brands, including through licensing and distribution agreements, could adversely impact our future growth and business, potentially resulting in the termination of those agreements. We regularly enter into strategic relationships for the manufacturing, licensing, distribution, and sale of our products, including our single serve coffee formats and ready-to-drink offerings, with partner customers and brand owners, as well as with retailers for their private label brands. We also rely on licensing, distribution, and other commercial arrangements with third parties to access certain brands, products, channels, customers, or geographic markets. As our strategic partners are independent companies, they make their own business decisions, which may not align with our interests. If we are unable to provide an appropriate mix of incentives to our strategic partners through a combination of premium performance and service, pricing, and marketing and advertising support, or if these strategic partners are not satisfied with our technological or other development efforts, they may take actions that adversely impact us, including entering into agreements with competing contract manufacturers or vertically integrating to manufacture their own Keurig-compatible pods or other system formats or other competing single serve coffee products. Increasing competition among compatible manufacturers and moving to vertical integration may result in price compression, which could have an adverse effect on our gross margins. The loss of strategic partners could also adversely impact our future profitability and growth, awareness of our brewers, coffee systems and other offerings, our ability to attract additional brands or private label parties to do business with us or our ability to attract new consumers to buy our coffee products, including brewers. We also regularly enter into strategic relationships for the manufacturing and/or distribution of beverage products from partner brand owners, including in emerging or fast-growing segments in which we may not currently have a brand presence. If our partner brands terminate their agreements with us, it could negatively affect our revenues and results of operations. We also rely on franchisees and other independent operators of coffee stores under certain of our brands. Because these operators are independent businesses, the quality and consistency of the products and service they deliver are subject to factors beyond our control, and any failure by them to maintain our standards could harm the reputation of the associated brands. ### Equity method investments are managed independently of us and may have different interests than we do. Their decisions could impact our financial performance. We regularly review our product portfolio and evaluate strategic transactions, such as equity method investments, generally to gain entry into categories where we do not participate or to expand our presence in areas where our participation is currently limited. The success of these transactions is dependent upon, among other things, our ability to realize the full extent of the expected returns and benefits as a result of the transaction, within the anticipated time frame, or at all. As these equity method investments are managed independently, we may be impacted by their business decisions or other actions, as they may have different interests than we do. We recognize a portion of our investees' financial results within our net income based upon our ownership interest, unless the investment agreement indicates an alternative allocation of earnings or losses. We also assess our equity method investments as and when required by U.S. GAAP to determine whether they are impaired and, if they are, we record appropriate impairment charges. Our equity method investees also perform similar recoverability and impairment tests, and we record our share of impairment charges recorded by them, if any, adjusted, as appropriate, for the impact of items such as basis differences, deferred taxes, and deferred gains. It is possible that we may be required to record significant impairment charges or our proportionate share of significant impairment charges recorded by equity method investees in the future and, if we do so, our net income could be materially adversely affected. ### The use of information technology by our third-party commercial partners and service providers exposes us to business disruptions or other negative impacts that could adversely affect us. We rely on third-party service providers, including cloud data service and other information technology service providers, suppliers, distributors, contractors, and other business partners, for certain areas of our business, including certain finance, accounting, and IT functions, workforce management, and payroll processing. Some of our commercial partners may also receive or store information provided by us or our users through their websites, including information entrusted to them by customers. Our users' data and customer information may be improperly accessed, used, or disclosed if these third-party commercial partners fail to adopt or adhere to adequate information security practices or fail to comply with their respective online policies, or in the event of a breach of our or their networks. If any of these third-party service providers or vendors do not perform effectively, or if we fail to adequately monitor their performance (including compliance with service level agreements or regulatory or legal requirements), we may experience business disruption, systems performance degradation, processing inefficiencies or other systems disruptions, the loss of or damage to intellectual property or sensitive data through security breaches, or otherwise incorrect or adverse effects on financial reporting, litigation, claims, legal or regulatory proceedings, inquiries or investigations, fines or penalties, remediation costs, damage to our reputation, a negative impact on employee morale, or the loss of current or potential customers, all of which can adversely affect our business. These third parties are subject to similar risks as we are relating to cybersecurity, privacy violations, business interruption, and systems and employee failures, and are subject to legal, regulatory, and market risks of their own. We do not have control over their business operations or governance and compliance systems, practices and procedures, which increases our financial, legal, reputational, and operational risk. We have in the past, and may in the future, experience indirect impacts of events that take place at our third-party service providers and other business partners. If we are unable to effectively manage our third-party relationships, or for any reason our third-party service providers or business partners fail to satisfactorily fulfill their commitments and responsibilities, our financial results could suffer. ### We rely on the performance of a limited number of suppliers, manufacturers and order fulfillment companies for our brewers and coffee machines, beverage concentrates, and syrups. A small number of companies co-manufacture the vast majority of our brewers, and we rely on a limited number of third party manufacturers and appliance partners for certain of our coffee machines. Our manufacturers may not be able to scale or adapt their manufacturing operations to match increasing or changing consumer demand for our brewers and machines at competitive costs. If our manufacturers or appliance partners were to cease or interrupt production or otherwise fail to supply brewers or machines to us as agreed, we would be unable to obtain them for an indeterminate period of time, which could adversely affect our product sales and operating results. The majority of the distribution of our brewers, beverage concentrates, and syrups is handled by our appliance partners and third-party order fulfillment companies, as applicable. Our appliance partners, third-party manufacturers and order fulfillment companies are subject to disruption, including as a result of health epidemics, natural disasters, information technology failures, commercial or international trade disputes, governmental regulatory and enforcement actions, labor stoppages or strikes, financial issues, or otherwise. These issues could delay importation and increase the cost of products, delay the fulfillment of the brewers, beverage concentrates, and syrups to our customers or require us to locate alternative manufacturers or order fulfillment companies to avoid disruption, which could adversely affect our product sales and operating results. ### GENERAL RISK FACTORS ### Our financial results may be negatively impacted by unfavorable economic and geopolitical conditions. Changes in economic and financial conditions in North America, the European Union, or other geographies where we do business may negatively impact consumer confidence and consumer spending, which could result in a reduction in our sales volume and/or switching to lower price offerings. Similarly, disruptions in financial and credit markets worldwide have impacted and may impact our ability to manage normal commercial relationships with customers, suppliers, and creditors. These disruptions could have a negative impact on the ability of our customers to pay their obligations on time, the ability of our vendors to supply materials in a timely manner, or the risk of counterparty default, each of which could reduce our cash flow. We cannot predict how current or future economic conditions will affect our business partners, including financial institutions with whom we do business, and any negative impact on any of the foregoing may also have an adverse impact on our business. Increased volatility, further declines in the credit, equity, and foreign-currency markets of Europe, growing and emerging markets, and other markets where we operate, or geopolitical disruptions could cause delays in or cancellations of orders or have other negative impacts on our business operations. Disruptions in financial and credit markets could also have a negative effect on our ability to raise capital, including through the issuance of unsecured commercial paper or senior notes. In addition, declines in the securities and credit markets could affect our pension assets and obligations, which in turn could increase our funding requirements. Certain of these countries, such as Brazil, are particularly significant to our coffee business, and Brazil is a key source of green coffee for us. Economies in such markets can be subject to rapid and significant changes and are vulnerable to internal and external shocks, including potential domestic political uncertainty and changing investor sentiment due to monetary policy changes in developed countries, among other factors. In recent years, many of these economies, including Brazil, have undergone significant economic transitions and their respective governments have pursued economic reforms. Operating in emerging markets exposes us to risks relating to corrupt business environments, crime, a lack of law enforcement, inadequate upkeep of public infrastructure, local labor conditions and regulations, and financial risks such as illiquidity, currency convertibility and country default. These various factors could have a material adverse effect on our business, financial condition, or results of operations. Unstable geopolitical conditions or events in certain markets, including civil unrest, acts of war, terrorism, or governmental changes, or changes in international relations could undermine global consumer confidence and reduce consumers’ purchasing power, thereby reducing demand for our products. Product boycotts resulting from political activism could also reduce demand for our products. Restrictions on business activities, including restrictions on our ability to transfer earnings or capital across borders, price controls, limitations on profits, and import authorization requirements, which have been or may be imposed or expanded as a result of political and economic instability, deterioration of economic relations between countries, such as changes in or terminations of existing trade agreements, or the imposition of tariffs (including current or future U.S. tariffs imposed on or threatened to be imposed on Canada, Mexico, the European Union, China, Brazil and other countries, and any retaliatory actions taken by such countries), or otherwise, have and could continue to impact our profitability or otherwise have an adverse effect on our business. We have operations in Russia, Ukraine, and the Middle East, and due to the impact of the ongoing conflicts in those regions on the global economy, we have experienced and may continue to experience increased operational complexity; negative impacts on the value of our business; supply chain constraints; inflation in input costs, logistics, manufacturing, and labor costs; volatility in fuel and commodity prices; fluctuations in foreign exchange rates and interest rates; and increased risk of property damage, loss of inventory, business disruption, and expropriation, any of which could adversely impact our results of operations. ### National and international laws and regulations could adversely affect our business. We are subject to a variety of national, state, and local laws and regulations in the countries in which we conduct business. These laws and regulations apply to many aspects of our business, including the manufacture, safety, sourcing, packaging, labeling, storing, transportation, marketing, advertising, distribution, pricing, and sale of our products. Other laws and regulations that may impact our business relate to competition and antitrust, the environment, relations with distributors and retailers, employment, privacy, health, and trade practices (including product and marketing claims). Our international business will also expose us to economic factors, regulatory requirements, increasing competition, and other risks associated with doing business in foreign countries, including import or export restrictions and tariffs. Our international business is also subject to U.S. laws, regulations, and policies, including anti-corruption and export laws and regulations. These include anti-corruption and anti-bribery laws, including the U.S. Foreign Corrupt Practices Act and other laws with extraterritorial application, as well as U.S. economic sanctions, export control, anti-boycott, customs, import, and trade laws and regulations. Certain U.S. laws and enforcement authorities, including laws intended to prohibit improper payments or benefits to foreign government officials or to persons acting on behalf of foreign governments, may apply to conduct occurring outside the United States and to interactions with state-owned or state-controlled enterprises, public international organizations, political parties, candidates for political office, and other persons that may be treated as government officials under applicable law. Changes in these laws, or in the interpretation or enforcement of these laws, including the adoption or expansion of laws addressing foreign bribery, extortion, sanctions, forced labor, supply chain diligence, export controls, or national security, could increase our compliance costs and the risk of enforcement action. Emerging laws and regulations governing the development and use of artificial intelligence, such as the European Union’s Artificial Intelligence Act, may impose new compliance, governance, and transparency obligations, restrict certain uses of these technologies, or increase our costs. We are also subject to scrutiny by various government agencies regarding antitrust and competition laws and regulations in the U.S. and internationally, including in connection with proposed or implemented business combinations, acquisitions, investments, partnerships, commercial agreements and business practices. Any significant change in laws or regulations or their interpretation, in any of these jurisdictions, or the introduction of higher standards or more stringent laws or regulations, could result in increased compliance costs or capital expenditures or significant challenges to our ability to continue to produce and sell products that generate a significant portion of our sales and profits. Certain jurisdictions in which our products are sold have either imposed, or are considering imposing, new or increased taxes on the manufacture, distribution, advertising or sale of certain of our products, particularly our beverages, as a result of certain ingredients (including sweeteners or alcohol) or packaging and packaging materials, which could increase the cost of certain of our products, reduce overall consumption of our products or lead to negative publicity, resulting in an adverse effect on our business and financial performance. Increasing governmental and societal attention to environmental, social, and governance matters has resulted and could continue to result in new laws or regulatory requirements, including new or expanded disclosure requirements that are expected to continue to expand the nature, scope, and complexity of matters on which we are required to report. For example, in the European Union, the Corporate Sustainability Reporting Directive and the Corporate Sustainability Due Diligence Directive, which are being phased in and remain subject to ongoing legislative change, impose or would impose sustainability reporting, assurance, and value-chain environmental and human rights due diligence requirements on in-scope companies. In addition, the entry into new markets or categories has resulted in and could continue to result in our business being subject to additional regulations resulting in higher compliance costs. Violations of laws could damage our reputation and/or result in criminal, civil, or administrative actions with substantial financial penalties and operational limitations. ### Litigation or legal proceedings could expose us to significant liabilities and damage our reputation. We have been, and in the future may be, a party to various litigation, claims, legal (including regulatory) proceedings, inquiries, and investigations that may include employment, tort, contract, real estate, antitrust, environmental, recycling/sustainability, intellectual property, commercial, securities, false advertising, packaging, product labeling, consumer protection, discriminatory pricing, privacy, tax, insurance, and other claims. We have been, and in the future may be, a defendant in class action litigation, including litigation regarding employment practices, product labeling, including under California’s "Proposition 65,” public statements and disclosures under securities laws, antitrust, advertising, consumer protection, and wage and hour laws. Plaintiffs in class action litigation may seek to recover amounts that are large and may be indeterminable for some period of time. We evaluate litigation claims and legal proceedings to assess the likelihood of unfavorable outcomes and estimate, if possible, the amount of potential losses, and we establish an accrual as appropriate based upon assessments and estimates in accordance with our accounting policies. We base our assessments, estimates and disclosures on the information available to us at the time and rely on legal and management judgment. Actual outcomes or losses may differ materially from assessments and estimates. Costs to defend litigation claims and legal proceedings and the cost and any required actions arising out of actual settlements, judgments or resolutions of these claims and legal proceedings may negatively affect our business and financial performance. We and our subsidiaries are named as defendants in certain litigations, the outcomes of which are inherently uncertain, and we cannot predict the timing, outcome or ultimate cost of any such matters. We intend to vigorously defend against these claims, but we cannot assure you that we will be successful or that additional similar claims will not arise in the future. Any adverse publicity resulting from allegations made in litigation claims or legal proceedings may also adversely affect our reputation, which in turn could adversely affect our results of operations. ### Increased concerns related to the use or disposal of plastics or other packaging materials can adversely affect our business and financial performance. We rely on diverse packaging solutions to safely deliver products to our customers and consumers. Concern has grown with respect to the use and disposal of plastics and other packaging materials and their potential impact on health and the environment, which may contribute to actual or threatened legal action against us, negative consumer perception of our products, additional government regulation, fines, reputational harm or new or increased taxes on our products. In particular, single-serve coffee formats have attracted heightened regulatory and consumer scrutiny due to the availability of recycling facilities and the complexity of recycling for single serve packaging materials. Various jurisdictions in which our products are sold have imposed or are considering imposing laws, regulations, or policies intended to encourage the use of sustainable packaging, promote circular economy principles, reduce waste, or increase recycling rates, or to restrict the sale of products with packaging that does not meet certain end-of-life criteria. These laws, regulations, and policies vary in form and scope between jurisdictions and include extended producer responsibility policies, plastic or packaging taxes, restrictions on certain products and materials, requirements for bottle caps to be tethered to bottles, restrictions or bans on the use of certain types of packaging, including single-use plastics and packaging containing PFAS, or other chemicals of concern, restrictions on labeling related to recyclability including harmonized EU-wide labeling requirements, requirements for minimum recycled content in plastic packaging, and requirements to charge deposit fees. For example, the PPWR establishes a harmonized EU-wide framework governing entire life cycle of packaging, from design and production to reuse, recycling, and waste management. The PPWR explicitly classifies coffee pods, discs, and capsules as packaging and introduces requirements that will directly affect single serve coffee formats, including mandatory compostability requirements for permeable single serve coffee formats by February 2028, requirements that all packaging be designed for material recycling by January 2030, minimum post-consumer recycled content targets for plastic packaging scaling from 2030 to 2040, and mandatory recyclability “at scale” by January 2035. In addition, individual EU Member States may impose additional requirements, including mandating that non-permeable coffee capsules composed of materials other than metal also be compostable. Although our research and development teams are developing innovative solutions working with industry partners and waste management providers to develop recyclable and otherwise circular materials and reduce packaging, there can be no assurance that our efforts to transition the packaging of our products to comply with evolving regulatory requirements, including those under the PPWR, will be successful or achieved within the required timelines. Additionally, not all packaging is recovered or handled as designed, whether due to lack of infrastructure, improper disposal or otherwise, and certain of our packaging is not currently recyclable, compostable, biodegradable or reusable. Packaging waste not properly disposed of that displays one or more of our brands has in the past resulted in and could continue to result in negative publicity, litigation, government investigations or other action or reduced consumer demand for our products, adversely affecting our financial performance. These laws and regulations have in the past and could continue to increase the cost of our products, impact demand for our products, result in negative publicity, and require us and our business partners to increase capital expenditures to comply, which can adversely affect our business and financial performance. Changes in legislation, including the PPWR and similar regulations in other jurisdictions, could restrict the sale of our products that do not meet applicable recyclability or compostability standards, which could reduce our sales and profits. ### Significant additional labeling or warning requirements or limitations on the marketing or sale of our products may inhibit sales of affected products. Various jurisdictions have adopted and may seek to adopt bans or restrictions on the use of certain ingredients or substances in products, as well as significant additional product labeling or warning requirements or limitations on the marketing or sale of our products because of what they contain or allegations that they cause adverse health effects. For example, under one such law in California, known as Proposition 65, if the state has determined that a substance causes cancer or harms human reproduction or development, a warning must be provided for any product sold in the state that exposes consumers to that substance, unless the exposure falls under an established safe harbor level or another exemption is applicable. If we were required to add Proposition 65 warnings on the labels of one or more of our products produced for sale in California, the resulting consumer reaction to the warnings and potential adverse publicity could negatively affect our sales both in California and in other markets. Outside the United States, we are subject to a range of evolving labeling, warning, and marketing requirements, including front-of-pack nutritional labeling, ingredient and origin disclosure, and health-related warning or marketing restrictions, which differ across the jurisdictions in which we operate and may increase our costs, require packaging or formulation changes, or affect consumer perception of our products. Regulators have also expressed concerns about the processing and use of particular ingredients or additives in beverage products. The imposition or proposed imposition of bans or restrictions on the use of certain ingredients or substances in products, or of additional limitations on the marketing or sale of our products, has in the past and could continue to reduce overall consumption of our products, lead to negative publicity or leave consumers with the perception that our products do not meet their health and wellness needs, resulting in an adverse effect on our business and financial performance. ### Our use of information technology and third-party service providers exposes us to cybersecurity breaches and other business disruptions that could adversely affect us. We, and our third-party service providers, use information technology to support our global business processes and activities, including supporting critical business operations; communicating with our suppliers, customers, and employees; maintaining financial information and effective accounting processes and financial and disclosure controls; engaging in mergers and acquisitions and other corporate transactions; conducting research and development activities; meeting regulatory, legal, and tax requirements; and executing various digital marketing and consumer promotion activities. Global shared service centers managed by third parties provide an increasing amount of services to conduct our business, including a number of accounting, internal control, procurement, information technology, human resources, and computing functions. Continuity of business applications and services has been, and may in the future be, disrupted by events such as infection by viruses or malware. In addition, our continuity of business applications and operations has been, and may in the future be, disrupted by other issues, including cybersecurity attacks (which may include social engineering, business email compromise, cyber extortion, denial of service, attempts to exploit vulnerabilities, hacking, website defacement, theft of passwords and other credentials, or unauthorized use of computing resources for digital currency mining); issues with or errors in systems' maintenance or security; migration of applications to the cloud; power outages; hardware or software failures; telecommunication failures; natural disasters; terrorist attacks; unintentional or malicious actions of employees or contractors; and fires and other catastrophic occurrences and other cyber incidents. Like most major corporations, we are regularly subject to cyberattacks and other cyber incidents, including the types of attacks and incidents described above. If we do not allocate and effectively manage the resources necessary to continue building and maintaining our information technology infrastructure, or if we fail to identify in a timely manner or appropriately respond to cyberattacks or other cyber incidents, including with respect to third-party service providers, our business has been and can continue to be adversely affected, which has resulted in and can continue to result in some or all of the following: business disruption, systems performance degradation, processing inefficiencies or other systems disruptions, the loss of or damage to intellectual property or sensitive data (including confidential information that we process and maintain about our employees or consumers through our e-commerce platform) through security breaches or otherwise, incorrect or adverse effects on financial reporting, litigation, claims, legal or regulatory proceedings, inquiries or investigations, fines or penalties, remediation costs, damage to our reputation or a negative impact on employee morale or the loss of current or potential customers, all of which can adversely affect our business. In addition, these risks also exist in acquired businesses, joint ventures, or companies we invest in or partner with that use separate information systems or that have not yet been fully integrated into our information systems. We also depend on a limited number of core enterprise systems, including enterprise resource planning platforms that support key business functions across much of our operations and are managed in significant part through third parties. Because of the integrated nature of these platforms, a significant disruption, outage, or failure could affect multiple business processes simultaneously and result in a broad interruption of our operations. Similar risks exist with respect to our third-party service providers, including cloud data service and other information technology service providers, suppliers, distributors, contractors, and other business partners, that we rely upon for certain areas of our business, including payroll processing, supply chain, health and benefit plan administration, and certain finance and accounting functions. When risks such as these materialize, the need for us to coordinate with various third-party service providers, including with respect to timely notification and access to personnel and information concerning an incident, and for third-party service providers to coordinate amongst themselves might make it more challenging to resolve the related issues. As a result, we are subject to the risk that the activities associated with our third-party service providers can adversely affect our business even if the attack or breach does not directly impact our systems or information. Although the cybersecurity incidents that we have experienced, as well as those reported to us by our third-party service providers, have not had a material effect on our business, financial condition, or results of operations, such incidents could have a material adverse effect on us in the future. Security measures, including network security, backup and disaster recovery, upgrading systems and networks, enhanced training, and other security measures to protect our systems and data, cannot guarantee that we will be successful in preventing or responding to all cyber incidents, systems disruptions, system compromises, or misuses of data. In addition, due to the constantly evolving nature of security threats, we cannot predict the form and impact of any future incident, and the cost and operational expense of implementing, maintaining, and enhancing protective measures to guard against increasingly complex and sophisticated cyber threats could increase significantly. Although we maintain insurance coverage that may, subject to policy terms and conditions, cover certain aspects of a breach or disruption, such insurance coverage may be insufficient to cover all losses. ### Failure to comply with personal data protection and privacy laws can adversely affect our business. We are subject to a variety of continuously evolving and developing laws and regulations in numerous jurisdictions regarding privacy, data protection, cybersecurity and data security, including those related to the collection, storage, handling, use, disclosure, transfer, and security and other processing of personal data. For example, the European Union has adopted the General Data Protection Regulation, which imposes requirements regarding the processing of personal data, including its use, protection, and transfer and the ability of individuals whose data is stored to correct or delete such data, and which confers a private right of action on certain individuals and associations. As a result of our operations in California, we are also subject to the California Consumer Privacy Act, as amended by the California Privacy Rights Act. Privacy and data protection laws may be interpreted and applied differently from one jurisdiction to another and may create inconsistent or conflicting requirements. In addition, new legislation in this area may be enacted in other jurisdictions at any time. The increasing adoption of artificial intelligence technologies has led, and may continue to lead, regulators and data protection authorities to adopt new or evolving interpretations of privacy, data protection, cybersecurity and data security laws, including with respect to notices, consents, opt-outs, automated decision-making, profiling and other processing of personal data. Our efforts to comply with privacy and data protection laws may impose significant costs and challenges that are likely to increase over time, and we could experience substantial penalties, litigation, claims, legal or regulatory proceedings, inquiries or investigations, damage to our reputation, and fines or penalties related to violation of existing or future data privacy laws and regulations. Further, as a company that accepts debit and credit cards for payment in our retail and e-commerce operations, as well as other digital payment tools, we are subject to industry data protection standards and protocols such as the Payment Card Industry Data Security Standard. In certain circumstances, our contracts with payment card processors and payment card networks generally require us to adhere to payment card network rules which could make us liable to payment card issuers and others if information in connection with payment cards and payment card transactions that we process is compromised, which liabilities could be substantial. ### Climate change or related legislation could adversely affect our business. Climate change may increase the frequency or severity of natural disasters and other extreme weather conditions, which could pose physical risks to our facilities, impair our production capabilities, disrupt our supply chain, or impact demand for our products. Climate change is already affecting the agricultural sector, and disruptions to crop growing conditions are expected to increase with extreme weather events, increasing temperatures, and changing water availability. Disruptions to crop growing conditions can cause changes in geographical ranges of crops, as well as weeds, diseases, and pests that affect those crops. These impacts have in the past limited and may in the future limit availability or increase the price volatility of key agricultural commodities, such as coffee, corn, citrus, cocoa, and apples, which are important sources of ingredients for our products. Concern over climate change, including global warming, has led to legislative and regulatory initiatives limiting greenhouse gas emissions and increasing disclosure obligations. Increased compliance costs due to legal or regulatory requirements, together with initiatives to meet our sustainability goals, may result in higher costs associated with, or cause disruptions in, the manufacture and distribution of our products. As a result, the effects of climate change and legal or regulatory initiatives to address climate change could have an adverse impact on our business and results of operations. In addition, any failure to achieve or properly report on our goals with respect to reducing our impact on the environment or perception of a failure to act responsibly with respect to the environment or to effectively respond to regulatory requirements concerning climate change can lead to adverse publicity, which could result in reduced demand for our products, damage to our reputation or increase the risk of litigation. Any of the foregoing can adversely affect our business. ### Water scarcity and quality could adversely affect our business. Water is the primary ingredient in many of our products and is used across our operations. The competition for water among domestic, agricultural, and manufacturing users is increasing in the countries where we operate. Even where water is widely available, water purification and waste treatment infrastructure limitations and regulations could increase costs or constrain our operations. As water becomes scarcer, the quality of the water deteriorates, including due to the effects of climate change, or requirements on water purification or filtration increase, we may experience increased production costs; manufacturing constraints; supply chain disruption; higher compliance costs; increased capital expenditures; the interruption or cessation of operations at, or relocation of, our facilities or the facilities of our business partners; challenges to efficiency gains due to higher water usage in compliance with more stringent water quality standards; failure to achieve our water efficiency and conservation goals; perception of our failure to act responsibly with respect to water use or to effectively respond to legal or regulatory requirements concerning water scarcity and quality; or damage to our reputation, any of which can adversely affect our business. Fluctuations in our effective tax rate may result in volatility in our financial results. We are subject to income taxes and non-income-based taxes in many U.S. and foreign jurisdictions. Tax legislation may be enacted, domestically or abroad, that impacts our effective tax rate. Changes in tax laws, regulations, related interpretations, and tax accounting standards in the U.S. and various foreign jurisdictions in which we operate may impact our effective tax rate and adversely affect our financial results. For example, the global minimum tax rules under the OECD/G20 Inclusive Framework, also referred to as Pillar Two, which establish a minimum effective tax rate of 15% for large multinational groups and have been adopted by the European Union and implemented by the Netherlands and other jurisdictions, may increase our tax burden and the complexity and cost of our tax compliance. In addition, our effective tax rate in any given period may be significantly impacted by changes in the mix and level of earnings or by changes to existing accounting rules, tax regulations, or interpretations of existing law. Significant judgment is required in determining our annual income tax expense and in evaluating our tax positions. Although we believe our tax estimates, including intercompany transfer pricing policies, are reasonable, the final determination of tax audits and any related disputes could be materially different from our historical income tax provisions, estimates, and accruals. The results of audits or related disputes could have a material adverse effect on our financial statements for the period or periods for which the applicable final determinations are made and for periods for which the statute of limitations is open. ### Fluctuations in foreign currency exchange rates relative to the U.S. dollar could have a material adverse effect on our financial results. Because our consolidated financial statements are presented in U.S. dollars, the financial statements of our subsidiaries outside the United States, where the functional currency is other than the U.S. dollar, are translated into U.S. dollars. A significant portion of our revenue and operations is denominated in euros and other non-U.S. currencies, and as a result our reported results are materially affected by fluctuations in the value of those currencies against the U.S. dollar. In addition, we purchase green coffee and certain other commodities primarily in U.S. dollars while generating a substantial portion of our revenue in other currencies, and this mismatch can adversely affect our costs and margins when the U.S. dollar strengthens against those currencies. Given our global operations, we also pay for the ingredients, raw materials and commodities used in our business in numerous currencies. Although we use hedging arrangements to manage certain currency exposures, including exposures arising from commercial transactions, the purchase of commodities, recognized monetary assets and liabilities, debt instruments and net investments in foreign operations, these arrangements may not fully protect us against adverse currency movements. Fluctuations in exchange rates, including as a result of inflation, central bank monetary policies, currency controls or other currency exchange restrictions or geopolitical instability have had, and could continue to have, an adverse impact on our financial performance. ### RISKS RELATED TO THE JDE PEET'S ACQUISITION ### The market price of our common stock may decline if we do not achieve the expected benefits and synergies of the JDE Peet’s Acquisition. The market price of our common stock may decline if we do not achieve the expected benefits and synergies of the JDE Peet's Acquisition as rapidly or to the extent anticipated by management or financial or industry analysts, or if the effect of the JDE Peet's Acquisition on our financial position, results of operations, or cash flows is not consistent with the expectations of management or financial or industry analysts. ### Legal proceedings in connection with the JDE Peet's Acquisition could expose us to substantial costs. Lawsuits may be brought against us, JDE Peet's, and/or the directors and officers of either company in connection with the JDE Peet’s Acquisition. Securities class action and derivative lawsuits are often brought against public companies that are party to such transactions. Even if such a lawsuit is unsuccessful, defending against these claims can result in substantial costs, and an adverse judgment could result in monetary damages. Both defense costs and any adverse judgment could have a negative impact on our liquidity, financial condition, and results of operations. The JDE Peet's Acquisition may also be subject to investigations, enforcement actions, or other proceedings by governmental or regulatory authorities in the jurisdictions in which we and JDE Peet's operate. Although the JDE Peet's Acquisition has been completed, such authorities may continue to scrutinize the transaction or the conduct of the combined business, impose fines or penalties, or require other remedies, any of which could result in substantial costs or otherwise materially and adversely affect our business, financial condition, and results of operations. ### If our due diligence investigation of JDE Peet's was inadequate, or if unexpected risks related to JDE Peet's and its business materialize, it could have a material adverse effect on our business. We conducted a due diligence review of JDE Peet's in connection with the JDE Peet's Acquisition. However, we cannot be sure that our diligence identified all material issues that may have been present within JDE Peet's or its business, that it was possible to uncover all material issues through a customary amount of due diligence, or that factors outside of JDE Peet's and its business, and outside of its control, will not arise. Because we have completed the JDE Peet's Acquisition, any liabilities, deficiencies, or other issues that were not identified in our due diligence, or that arise following the closing, are now our responsibility and could require us to incur unanticipated costs or charges. If any such issues materialize, they could have a material adverse effect on our business, financial condition, and results of operations. ### The JDE Peet's Acquisition exposes us to inherent risks in JDE Peet's business and those geographies where JDE Peet's currently operates, which could adversely affect our business. The JDE Peet’s Acquisition represents a significant transformation of our coffee business and has expanded our operations to those geographies where JDE Peet’s operates, including Russia, which represented 6% of consolidated revenue in both 2025 and 2024 and 2% and 1% of total assets for JDE Peet’s in 2025 and 2024, respectively. As a result of the JDE Peet’s Acquisition, we are subject to a variety of risks associated with JDE Peet’s business, in addition to those we already face in our current business. These risks include changes in consumer preferences, volatility in the prices of raw materials, consumer perceptions of the brands, competition in the retail market place, additional legal and regulatory regimes, and other risks. In addition, we are exposed to risks inherent in operating in a significant number of geographies in which we have not operated or have been less present in the past, including countries that are experiencing significant unstable geopolitical conditions, such as Russia and Ukraine. These risks include, among others: - the difficulty of managing and staffing foreign offices; - the increased travel, infrastructure, legal, and compliance costs associated with new international locations; - tariffs, sanctions, such as those imposed in response to the Russia and Ukraine conflict, trade barriers, trade disputes, and other regulatory or contractual limitations on our ability to operate in new foreign markets; - exposure to foreign currency exchange risk; - the risk of seizure of our assets in certain countries; - adaptation to different business cultures, languages, and market structures; and - military conflicts, such as the Russia and Ukraine conflict, and other geopolitical issues. As we expand our business, our success will depend, in large part, on our ability to anticipate and effectively manage these risks and other risks associated with growing international operations. We cannot predict how such conditions may affect our business, or those with whom we do business, and any ongoing or new conflicts could adversely impact our business. Our acquisition of JDE Peet’s exposes us to significant geopolitical, regulatory, and operational risks in Russia, including the potential loss of those operations, that could adversely affect our business. Following our acquisition of JDE Peet’s, we are exposed to substantial geopolitical, sanctions, legal, operational, financial and reputational risks relating to its manufacturing operations and assets in Russia. These risks could result in the loss of our investments in Russia, significant disruption to the acquired business operations in Russia and adverse effects on our business, results of operations and financial condition. JDE Peet’s Russian operations represented approximately 6% of JDE Peet’s consolidated revenue in both 2025 and 2024 and approximately 2% and 1% of JDE Peet’s total assets in 2025 and 2024, respectively. The ongoing conflict in Ukraine and related international responses, including sanctions, export controls, financial restrictions and other measures targeting Russia, Russian entities and certain sectors of the Russian economy, as well as countersanctions measures adopted by the Russian government, have created uncertainty for companies operating in Russia. These measures, and any future changes to them, could be imposed or expanded at any time and could affect our ability to source materials, obtain equipment or services, make or receive payments, engage with customers or suppliers, access financial institutions, or otherwise conduct business in Russia. The legal and regulatory environment affecting foreign-owned businesses in Russia remains dynamic and unpredictable and may continue to change, potentially on short notice. New or expanded sanctions, export controls, Russian countermeasures or other restrictions could require us to modify, reduce, suspend or exit some or all of our Russian operations, potentially at substantial cost. In addition, the Russian government has adopted, and may continue to adopt, laws, regulations or administrative measures targeting foreign-owned businesses, including restrictions on transfers of funds, limitations on the payment of dividends, mandatory approvals for transactions involving foreign investors, the imposition of temporary external administration, and other measures that can in practice result in the seizure, nationalization or expropriation of assets. Any such measures could substantially impair, or result in the complete loss of, our control over and the value of the JDE Peet’s business in Russia. We may be unable to sell, transfer or otherwise exit our Russian operations on commercially reasonable terms, or at all, and any such disposition, or any seizure, nationalization or expropriation, could occur at a substantial discount to, or result in the complete write-off of, carrying value, resulting in significant losses, impairments, write-downs or restructuring charges. Compliance with these requirements may be complex, particularly as we integrate the acquired business into our compliance, governance and control frameworks. Any actual or alleged failure to comply with applicable sanctions, export controls, anti-corruption or other laws or regulations, as well as with any countersanctions measures adopted by the Russian government, could result in investigations, substantial civil or criminal penalties, business restrictions, litigation, reputational harm or other adverse consequences. JDE Peet’s Russian operations may also be affected by supply-chain disruption, logistics constraints, currency volatility, inflation, reduced demand, limitations on access to technology, software, equipment or professional services, and other operating challenges. In addition, our continued ownership of operations in Russia may subject us to heightened scrutiny and criticism from investors, customers, employees, business partners, governments, non-governmental organizations and other stakeholders, who may regard any continued Russian operations as inconsistent with their expectations regardless of scope, resulting in reputational harm, loss of customers, reduced access to capital, or shareholder activism and litigation. Any of the foregoing risks, individually or in the aggregate, could result in a loss of assets, significant business disruption, reduced revenues, increased costs, substantial impairment charges, reduced liquidity and could have an adverse effect on our business, results of operations, cash flows and financial condition. ### We may not successfully integrate JDE Peet's into our business, or such integration may be more difficult, time-consuming, or costly than expected, which could adversely affect our business. The combination of two businesses is a complex, costly, and time-consuming process. As a result, we will be required to devote significant management attention and resources to combining JDE Peet's operations, processes, policies, and systems with our business. The failure to meet the challenges involved in combining the businesses and to realize the anticipated benefits of the JDE Peet's Acquisition could cause an interruption of, or a loss of momentum in, our activities and could adversely affect the results of our operations. The overall combination of JDE Peet's and our businesses may also result in material unanticipated expenses, liabilities, competitive responses, losses of customer and other business relationships, and other unexpected issues. The difficulties of combining the operations of the businesses include, among others: - the diversion of management attention to integration matters; - difficulties in integrating operations and systems; - challenges in conforming standards, controls, procedures, accounting and other policies, business cultures, and compensation structures between the two companies; - difficulties in assimilating employees and in attracting and retaining key personnel; - challenges in keeping existing customers and obtaining new customers; - difficulties in managing the expanded operations of a large company which operates in additional geographic markets; - integrating the companies' financial reporting and internal control systems, including compliance by the combined company with Section 404 of the Sarbanes-Oxley Act of 2002, as amended, and the rules promulgated by the SEC; and - potential unknown liabilities, adverse consequences, and unforeseen increased expenses associated with the integration. Many of these factors may be outside of the control of KDP and JDE Peet's, and any one of them could result in increased costs, decreased expected revenues, and diversion of management time and energy, which could materially impact our business, financial condition, and results of operations. In addition, even if JDE Peet's business operations are successfully integrated with ours, the full benefits of the JDE Peet's Acquisition may not be realized, including expected cost synergies and sales or growth opportunities. Moreover, many of the integration expenses that we expect to incur are, by their nature, difficult to estimate accurately. These expenses could, particularly in the near term, exceed the savings that we expect to achieve. As a result, it cannot be assured that the integration of JDE Peet's will result in the realization of the full anticipated benefits anticipated from the JDE Peet's Acquisition within the anticipated time frames, or at all. Further, the success of the JDE Peet's Acquisition will depend in part on the retention of key employees. We may not be able to retain senior executives or key personnel. Furthermore, uncertainty about the effect of the JDE Peet's Acquisition on JDE Peet's employees may impair its ability to retain and motivate key personnel until and after the completion of the JDE Peet’s Acquisition. If such key employees are not retained, we may not realize the anticipated benefits of the JDE Peet’s Acquisition. ### We are subject to business uncertainties related to the JDE Peet's Acquisition. Uncertainty about the effects of the JDE Peet's Acquisition may have an adverse effect on us. These uncertainties could disrupt our business or the business of JDE Peet's, and cause our collective customers, suppliers, vendors, partners, among others, to defer entering into contracts with the two companies, seek to change or cancel existing business relationships, or make other decisions concerning us and JDE Peet's that may be unfavorable to us. These uncertainties about the various effects of the JDE Peet's Acquisition on our business have caused, and may continue to cause, declines and greater volatility in the price of our common stock. We cannot guarantee that our stock price will fully recover from any such declines. ### We have incurred and assumed significant debt as a result of the JDE Peet's Acquisition, which could adversely affect our financial performance. We currently maintain investment grade credit ratings with Moody's and S&P for both our long-term debt and commercial paper. However, we have taken on a significant amount of debt in order to complete the JDE Peet's Acquisition, as well as assumed the existing debt of JDE Peet's, which could impact our credit ratings. We cannot provide assurances that our current credit ratings will remain in effect or that the ratings will not be lowered by Moody's and S&P. Increased indebtedness and any actual or anticipated downgrade of our credit ratings may have adverse effects on our borrowing costs, access to capital markets, liquidity, flexibility in responding to changing market conditions in the event of a general downturn in economic conditions or our business, and, as a result, our financial performance. Additionally, the agreements that govern any debt incurred or assumed in connection with the JDE Peet's Acquisition contain various covenants that may, subject to certain significant exceptions, restrict our ability to, among other things, respond to market conditions, take advantage of business opportunities, incur debt, have liens on our property, and/or sell or convey certain of our assets. Our ability to comply with these provisions may be affected by events beyond our control. Failure to comply with these covenants could result in an event of default, which, if not cured or waived, could accelerate our repayment obligations and could result in a default and acceleration under other agreements containing cross-default provisions. Under these circumstances, we might not have sufficient funds or other resources to satisfy all of our obligations, which may adversely impact our business. In connection with the JDE Peet's Acquisition, we consummated the JV Investment, which could restrict our operational and corporate flexibility, impact our cash resources, and/or depress the market price of our common stock. In connection with the JDE Peet’s Acquisition, we consummated the JV Investment, pursuant to which we contributed certain coffee-related assets to the Pod Manufacturing JV, and the Pod JV Investors contributed, through the Pod JV Investor Partner, $4 billion in cash in exchange for a 49% interest in the Pod Manufacturing JV, with the remaining 51% ownership interest held by KDP. Following the Separation, the 51% ownership interest in the Pod Manufacturing JV will be held by the separated global coffee business. The Pod Manufacturing JV is governed by the A&R Limited Partnership Agreement, which sets forth each partner’s rights and responsibilities with respect to the Pod Manufacturing JV. A portion of all distributions by the Pod Manufacturing JV will be paid to the JV Investors, thereby reducing distributions to us. The JV Investor Partner also has certain governance and consent rights that restrict our operational and corporate flexibility with respect to the Pod Manufacturing JV. In addition, we may be required to contribute additional resources, including cash, to the Pod Manufacturing JV, which would reduce our cash available for other purposes. In the event of a change of control, the Pod Manufacturing JV would be required to redeem the interests of the JV Investors, which would reduce the cash available for distributions to us. Under certain circumstances, the interests of the JV Investors may be converted into shares of our common stock (or following the Separation, the common stock of the separated global coffee business), which could have a dilutive impact on holders of our existing common stock. Any sales of such common stock, or the perception that such shares may be sold, could depress the market price of our common stock. Furthermore, if we materially breach our obligations to the Pod Manufacturing JV, we may be required to pay monetary damages, or the JV Investors may be entitled to replace us as the operator of the Pod Manufacturing JV. ### The issuance of Convertible Preferred Stock in connection with the JDE Peet's Acquisition may adversely affect the rights and market price of our common stock as well as our capital resources. In connection with the JDE Peet’s Acquisition, we issued and sold shares of Convertible Preferred Stock to the Preferred Investors. The Convertible Preferred Stock ranks senior to our common stock, meaning that, in the event of our liquidation, dissolution, or winding up, holders of the Convertible Preferred Stock would be paid in full prior to any proceeds being paid to holders of our common stock. Preferred Investors are entitled to dividends at a rate of 4.75% per annum, subject to increase in certain cases. They are also entitled to participate in dividends paid to holders of our common stock on an as-converted basis, provided that any such dividends received on an as-converted basis will reduce, on a dollar-for-dollar basis, the dividends holders are entitled to receive on the Convertible Preferred Stock. Such dividends will reduce our cash available for other purposes, including working capital, strategic activities, and returning cash to holders of our common stock. Preferred Investors are entitled to vote, on an as-converted basis, together with holders of our common stock on all matters submitted to a vote of the holders of our common stock, effectively reducing the relative voting power of the holders of our common stock. In addition, the conversion of the Convertible Preferred Stock to common stock would dilute the ownership interest of existing holders of our common stock, and any sales in the public market of the common stock issuable upon conversion of the Convertible Preferred Stock could adversely affect prevailing market prices of our common stock. We have granted certain Preferred Investors customary registration rights in respect of their Convertible Preferred Stock, and any shares of common stock issued upon conversion of the Convertible Preferred Stock. These registration rights would facilitate the resale of such securities into the public market, and any such resale would increase the number of shares available for public trading. Sales by the Preferred Investors of a substantial number of shares of our common stock in the public market, or the perception that such sales might occur, could have a material adverse effect on the price of our common stock. In the event of a fundamental change, as defined in the document governing the Convertible Preferred Stock, we will be required to offer to repurchase the Convertible Preferred Stock, which would reduce the amount of cash available to us for other purposes. Certain Preferred Investors also have certain preemptive rights, which may impact our ability to raise capital in the future. Our obligations to the Preferred Investors could limit our ability to obtain additional financing or increase our borrowing costs, which could have an adverse effect on our financial condition. The rights of the Preferred Investors could also result in divergent interests between the Preferred Investors and holders of our common stock. In addition, the Preferred Investment Agreement provides that, without the prior written consent of the KKR Investor or the Apollo Investor (so long as the KKR Investor or the Apollo Investor owns at least 50% of its initial Preferred Investment), we will not permit the Separation to be consummated if (A) our pro forma total net leverage, as defined in the Preferred Investment Agreement, immediately following the Separation is greater than 4.00 to 1.00, if a Qualified IPO shall have been consummated on or prior to the Separation, or 4.25 to 1.00, if a Qualified IPO shall not have been consummated on or prior to the Separation, or (B) the corporate rating of either of the separated businesses, on a pro forma basis at the time of the Separation, would be less than investment grade from either Moody's or S&P. For so long as the Convertible Preferred Stock is outstanding, in the event of a ratings downgrade by either Moody's or S&P, we will be subject to additional negative covenants that would restrict our operational flexibility. ### RISKS RELATED TO THE SEPARATION ### The Separation may not be completed on the terms or timeline currently contemplated, if at all, and will involve significant time, expenses, and resources, which could adversely affect our business. On August 25, 2025, we announced our intention to separate our beverage and coffee portfolios into two independent, publicly traded companies via a tax-free spin-off of our coffee business. The anticipated Separation is expected to occur in early 2027, subject to market and other conditions. We cannot assure that the Separation will be completed on the anticipated timeline, if at all, or that the terms of the Separation will not change. The transaction will follow the satisfaction of customary conditions, including reviews and final approval by our Board, relevant tax opinions with respect to the tax-free nature of the transaction, effectiveness of appropriate filings with the SEC, and acceptance of the spin-off company for listing by a national securities exchange approved by our Board, the completion of audited financials of the new independent company, among others. The failure to satisfy any of the required conditions could delay the completion of the Separation for a significant period of time or prevent it from occurring at all. Unanticipated developments, including changes in the competitive conditions of our markets, possible delays in obtaining various tax opinions or rulings or failure of the spin-off transaction to qualify for non-recognition treatment for U.S. federal income tax purposes, the filing and effectiveness of appropriate filings with the SEC and the listing on a stock exchange, negotiating challenges, the uncertainty of the financial markets, changes in the law, and challenges in executing the Separation, could delay or prevent the completion of the Separation, or cause the Separation to occur on terms or conditions that are different or less favorable than initially expected. Any changes to the Separation or delay in completing the Separation could cause us not to realize some or all of the expected benefits, or realize them on a different timeline than initially expected. Further, our Board could decide, either because of a failure of conditions or because of market or other factors, to abandon the Separation. No assurance can be given as to whether and when the Separation will occur. Whether or not we complete the Separation, our ongoing business may be adversely affected, and we may be subject to certain risks and consequences as a result of pursuing the separation of our two businesses, including the following: - We anticipate that the process of completing the Separation will be time-consuming and involve significant additional costs and expenses, which may not yield a discernible benefit if the Separation is not completed. Additionally, if the Separation is not completed, we will still be required to pay certain costs and expenses incurred in connection therewith, such as professional fees. - Executing the Separation will require significant time and attention from our senior management and employees, which may impact management's attention to operating and growing our business and could adversely affect our business. Our employees may also be distracted due to uncertainty about their future roles with the separate companies pending completion of the Separation. - We may also experience increased difficulties in attracting, retaining, and motivating employees leading up to, and following, completion of the Separation, which could harm our businesses. - Some of our customers or suppliers may delay or defer decisions or may end their relationships with us. - We may experience negative reactions from the financial markets if we fail to complete the Separation or fail to complete it on a timely basis. - We could incur substantial additional costs and experience temporary business interruptions. - Transfer or assignment to us of some contracts and other assets will require the consent of a third party. If such consent is not given, we may not be entitled to the benefit of such contracts, investments, and other assets in the future. - The announcement and pendency of the Separation may cause some investors to sell shares of our common stock, which could create greater volatility or decline in the price of our shares. Any of the above factors could cause the Separation, or the failure to execute the Separation, to have an adverse effect on our business and financial performance. ### We may be unable to achieve some or all of the anticipated strategic and financial benefits from the Separation. We may not realize the anticipated strategic, financial, operational, or other benefits from the Separation. We also cannot predict with certainty when the expected benefits will occur or the extent to which they will be achieved. If the Separation is completed, our operational and financial profile will change and we will face new risks. As two independent, publicly traded companies, our beverage and coffee businesses will each be smaller, less-diversified companies and may be more vulnerable to changing market conditions. There is no assurance that each separate company will be successful. The announcement and/or completion of the Separation may cause uncertainty for or disruptions with our customers, partners, suppliers, and employees, which may negatively impact these relationships or our operations. In addition, we will incur costs in connection with, or as a result of, the spin-offs, including costs of operating as independent, publicly-traded companies that the two businesses will no longer be able to share. Those costs may exceed our estimates or could negate some of the benefits we expect to realize. Significant unexpected costs or failure to realize the intended benefits of the Separation could result in a material adverse effect on the business, financial condition, results of operations, and trading price of us or the separated businesses. ### Following the Separation, we may not maintain a satisfactory credit rating, which could adversely affect the financial performance of our businesses. It is management's intent to structure each stand-alone business in a way to achieve investment grade credit ratings upon completion of the Separation. If we are not able to achieve or maintain satisfactory credit ratings post-separation, whether as a result of our actions or factors which are beyond our control, the independent businesses may face increased borrowing costs and limited access to raise funds in capital markets. A failure to achieve or maintain investment grade ratings could also impact business relationships with vendors, suppliers, regulators, and other business partners. There is no guarantee that we will be able to achieve or maintain our targeted credit ratings, and failure to do so may adversely affect the liquidity and financial performance of the businesses following the proposed Separation. ### Following the Separation, the price of our common stock may decline and may experience greater volatility. Upon completion of the Separation, the price of our common stock may decline compared to its level immediately prior to, as it will no longer include the value of the separated business. In addition, the price of our common stock may experience greater volatility until the market has fully analyzed our value without the separated business. We cannot guarantee that the combined value of the shares of the two resulting companies will be equal to or greater than what the value of our common stock would have been had the proposed Separation not occurred. ## Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Information required by Item 701 of Regulation S-K as to all unregistered sales of equity securities of the Company during the period covered by this Quarterly Report has previously been included in Current Report on Form 8-K filed with the SEC on April 1, 2026. ## Item 2U. Unregistered Sales of Equity Securities and Use of Proceeds ### Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Information required by Item 701 of Regulation S-K as to all unregistered sales of equity securities of the Company during the period covered by this Quarterly Report has previously been included in Current Report on Form 8-K filed with the SEC on April 1, 2026. ## Item 5. Other Information During the second quarter of 2026, no directors or executive officers of KDP adopted, modified, or terminated any contract, instruction, or written plan for the purchase or sale of KDP securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement," as defined in Item 408 of Regulation S-K. 79 ## Item 5O. Other Information ### Item 5. Other Information During the second quarter of 2026, no directors or executive officers of KDP adopted, modified, or terminated any contract, instruction, or written plan for the purchase or sale of KDP securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement," as defined in Item 408 of Regulation S-K. 79 ## Item 6. Exhibits | No. | Exhibit Description | Incorporated by Reference / Form | Incorporated by Reference / Date of Filing | Incorporated by Reference / Exhibit Number | Footnote | | --- | --- | --- | --- | --- | --- | | 2.1 | Merger Protocol, dated as of August 24, 2025, among Keurig Dr Pepper Inc. and JDE Peet's N.V. | 8-K | 8/25/2025 | 2.1 | ‡ | | 2.2 | Form of Irrevocable Undertaking, dated as of August 24, 2025 | 8-K | 8/25/2025 | 2.2 | | | 3.1 | Amended and Restated Certificate of Incorporation of Dr Pepper Snapple Group, Inc. | 8-K | 5/12/2008 | 3.1 | | | 3.2 | Certificate of Amendment to Amended and Restated Certificate of Incorporation of Dr Pepper Snapple Group, Inc. effective as of May 17, 2012 | 10-Q | 7/26/2012 | 3.2 | | | 3.3 | Certificate of Second Amendment to Amended and Restated Certificate of Incorporation of Dr Pepper Snapple Group, Inc. effective as of May 19, 2016 | 8-K | 5/20/2016 | 3.1 | | | 3.4 | Certificate of Third Amendment to the Amended and Restated Certificate of Incorporation of Dr Pepper Snapple Group, Inc. effective as of July 9, 2018 | 8-K | 7/9/2018 | 3.1 | | | 3.5 | Amended and Restated By-Laws of Keurig Dr Pepper Inc. effective as of February 20, 2025 | 10-K | 2/25/2025 | 3.5 | | | 3.6 | Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock of Keurig Dr Pepper Inc., effective as of March 30, 2026 | 8-K | 4/1/2026 | 3.1 | | | 4.1 | Fiscal and Paying Agency Agreement, between JDEP Coffee B.V. (formerly JDE Peet’s N.V.) and Deutsche Bank Trust Company Americas, as fiscal agent, paying agent, transfer agent and registrar, dated as of September 24, 2021 | — | — | — | * | | 4.2 | Amended and Restated Agency Agreement, among JDEP Coffee B.V. (formerly JDE Peet’s N.V.), Deutsche Bank AG, London Branch, as fiscal agent, paying agent, transfer agent and calculation agent, and Deutsche Bank Luxembourg S.A., as Luxembourg registrar, dated as of May 12, 2023 | — | — | — | * | | 4.3 | Amended and Restated Agency Agreement, among JDEP Coffee B.V. (formerly JDE Peet’s N.V.), Deutsche Bank AG, London Branch, as fiscal agent, paying agent, transfer agent and calculation agent, and Deutsche Bank Luxembourg S.A., as Luxembourg registrar, dated as of May 15, 2025 | — | — | — | * | | 4.4 | Supplemental Agency Agreement among JDEP Coffee B.V. (formerly JDE Peet’s N.V.), Deutsche Bank AG, London Branch, as fiscal agent, paying agent, transfer agent and calculation agent, and Deutsche Bank Luxembourg S.A., as registrar, dated as of May 21, 2026 | — | — | — | * | | 4.5 | Deed of Guarantee relating to the Euro Notes of JDEP Coffee B.V., between JDEP Coffee B.V. and the guarantors listed therein, dated as of May 21, 2026 | — | — | — | * | | 4.6 | Deed of Guarantee relating to the USD Notes of JDEP Coffee B.V., between JDEP Coffee B.V. and the guarantors listed therein, dated as of May 21, 2026 | — | — | — | * | | 10.1 | Keurig Dr Pepper Inc. Omnibus Stock Incentive Plan of 2026 | S-8 | 6/25/2026 | 99.1 | ++ | | 10.2 | Second Amendment to Preferred Investment Agreement, dated as of July 14, 2026, by and among Keurig Dr Pepper Inc. and certain investors party thereto | — | — | — | * | | 22.1 | List of Guarantor Subsidiaries | — | — | — | * | | 31.1 | Certification of Chief Executive Officer of Keurig Dr Pepper Inc. pursuant to Rule 13a-14(a) or 15d-14(a) promulgated under the Exchange Act | — | — | — | * | | No. | Exhibit Description | Incorporated by Reference / Form | Incorporated by Reference / Date of Filing | Incorporated by Reference / Exhibit Number | Footnote | | --- | --- | --- | --- | --- | --- | | 31.2 | Certification of Chief Financial Officer of Keurig Dr Pepper Inc. pursuant to Rule 13a-14(a) or 15d-14(a) promulgated under the Exchange Act | — | — | — | * | | 32.1 | Certification of Chief Executive Officer of Keurig Dr Pepper Inc. pursuant to Rule 13a-14(b) or 15d-14(b) promulgated under the Exchange Act, and Section 1350 of Chapter 63 of Title 18 of the United States Code | — | — | — | ** | | 32.2 | Certification of Chief Financial Officer of Keurig Dr Pepper Inc. pursuant to Rule 13a-14(b) or 15d-14(b) promulgated under the Exchange Act, and Section 1350 of Chapter 63 of Title 18 of the United States Code | — | — | — | ** | | 101 | The following financial information from Keurig Dr Pepper Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, formatted in Inline XBRL: (i) Condensed Consolidated Statements of Income, (ii) Condensed Consolidated Statements of Comprehensive Income, (iii) Condensed Consolidated Balance Sheets, (iv) Condensed Consolidated Statements of Cash Flows, (v) Condensed Consolidated Statement of Changes in Stockholders' Equity, and (vi) the Notes to Condensed Consolidated Financial Statements. The Instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | — | — | — | * | | 104 | The cover page from this Quarterly Report on Form 10-Q, formatted as Inline XBRL | — | — | — | * | * Filed herewith. ** Furnished herewith. ++ Indicates a management contract or compensatory plan or arrangement. ‡ Certain portions of this exhibit have been omitted from this filing pursuant to Item 601 of Regulation S-K. ### SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Keurig Dr Pepper Inc. By: /s/ Anthony DiSilvestro Name: Anthony DiSilvestro Title: Chief Financial Officer (Principal Financial Officer) Date: August 10, 2026 82 ## Item 6E. Exhibits ### Item 6. Exhibits | No. | Exhibit Description | Incorporated by Reference / Form | Incorporated by Reference / Date of Filing | Incorporated by Reference / Exhibit Number | Footnote | | --- | --- | --- | --- | --- | --- | | 2.1 | Merger Protocol, dated as of August 24, 2025, among Keurig Dr Pepper Inc. and JDE Peet's N.V. | 8-K | 8/25/2025 | 2.1 | ‡ | | 2.2 | Form of Irrevocable Undertaking, dated as of August 24, 2025 | 8-K | 8/25/2025 | 2.2 | | | 3.1 | Amended and Restated Certificate of Incorporation of Dr Pepper Snapple Group, Inc. | 8-K | 5/12/2008 | 3.1 | | | 3.2 | Certificate of Amendment to Amended and Restated Certificate of Incorporation of Dr Pepper Snapple Group, Inc. effective as of May 17, 2012 | 10-Q | 7/26/2012 | 3.2 | | | 3.3 | Certificate of Second Amendment to Amended and Restated Certificate of Incorporation of Dr Pepper Snapple Group, Inc. effective as of May 19, 2016 | 8-K | 5/20/2016 | 3.1 | | | 3.4 | Certificate of Third Amendment to the Amended and Restated Certificate of Incorporation of Dr Pepper Snapple Group, Inc. effective as of July 9, 2018 | 8-K | 7/9/2018 | 3.1 | | | 3.5 | Amended and Restated By-Laws of Keurig Dr Pepper Inc. effective as of February 20, 2025 | 10-K | 2/25/2025 | 3.5 | | | 3.6 | Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock of Keurig Dr Pepper Inc., effective as of March 30, 2026 | 8-K | 4/1/2026 | 3.1 | | | 4.1 | Fiscal and Paying Agency Agreement, between JDEP Coffee B.V. (formerly JDE Peet’s N.V.) and Deutsche Bank Trust Company Americas, as fiscal agent, paying agent, transfer agent and registrar, dated as of September 24, 2021 | — | — | — | * | | 4.2 | Amended and Restated Agency Agreement, among JDEP Coffee B.V. (formerly JDE Peet’s N.V.), Deutsche Bank AG, London Branch, as fiscal agent, paying agent, transfer agent and calculation agent, and Deutsche Bank Luxembourg S.A., as Luxembourg registrar, dated as of May 12, 2023 | — | — | — | * | | 4.3 | Amended and Restated Agency Agreement, among JDEP Coffee B.V. (formerly JDE Peet’s N.V.), Deutsche Bank AG, London Branch, as fiscal agent, paying agent, transfer agent and calculation agent, and Deutsche Bank Luxembourg S.A., as Luxembourg registrar, dated as of May 15, 2025 | — | — | — | * | | 4.4 | Supplemental Agency Agreement among JDEP Coffee B.V. (formerly JDE Peet’s N.V.), Deutsche Bank AG, London Branch, as fiscal agent, paying agent, transfer agent and calculation agent, and Deutsche Bank Luxembourg S.A., as registrar, dated as of May 21, 2026 | — | — | — | * | | 4.5 | Deed of Guarantee relating to the Euro Notes of JDEP Coffee B.V., between JDEP Coffee B.V. and the guarantors listed therein, dated as of May 21, 2026 | — | — | — | * | | 4.6 | Deed of Guarantee relating to the USD Notes of JDEP Coffee B.V., between JDEP Coffee B.V. and the guarantors listed therein, dated as of May 21, 2026 | — | — | — | * | | 10.1 | Keurig Dr Pepper Inc. Omnibus Stock Incentive Plan of 2026 | S-8 | 6/25/2026 | 99.1 | ++ | | 10.2 | Second Amendment to Preferred Investment Agreement, dated as of July 14, 2026, by and among Keurig Dr Pepper Inc. and certain investors party thereto | — | — | — | * | | 22.1 | List of Guarantor Subsidiaries | — | — | — | * | | 31.1 | Certification of Chief Executive Officer of Keurig Dr Pepper Inc. pursuant to Rule 13a-14(a) or 15d-14(a) promulgated under the Exchange Act | — | — | — | * | | No. | Exhibit Description | Incorporated by Reference / Form | Incorporated by Reference / Date of Filing | Incorporated by Reference / Exhibit Number | Footnote | | --- | --- | --- | --- | --- | --- | | 31.2 | Certification of Chief Financial Officer of Keurig Dr Pepper Inc. pursuant to Rule 13a-14(a) or 15d-14(a) promulgated under the Exchange Act | — | — | — | * | | 32.1 | Certification of Chief Executive Officer of Keurig Dr Pepper Inc. pursuant to Rule 13a-14(b) or 15d-14(b) promulgated under the Exchange Act, and Section 1350 of Chapter 63 of Title 18 of the United States Code | — | — | — | ** | | 32.2 | Certification of Chief Financial Officer of Keurig Dr Pepper Inc. pursuant to Rule 13a-14(b) or 15d-14(b) promulgated under the Exchange Act, and Section 1350 of Chapter 63 of Title 18 of the United States Code | — | — | — | ** | | 101 | The following financial information from Keurig Dr Pepper Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, formatted in Inline XBRL: (i) Condensed Consolidated Statements of Income, (ii) Condensed Consolidated Statements of Comprehensive Income, (iii) Condensed Consolidated Balance Sheets, (iv) Condensed Consolidated Statements of Cash Flows, (v) Condensed Consolidated Statement of Changes in Stockholders' Equity, and (vi) the Notes to Condensed Consolidated Financial Statements. The Instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | — | — | — | * | | 104 | The cover page from this Quarterly Report on Form 10-Q, formatted as Inline XBRL | — | — | — | * | * Filed herewith. ** Furnished herewith. ++ Indicates a management contract or compensatory plan or arrangement. ‡ Certain portions of this exhibit have been omitted from this filing pursuant to Item 601 of Regulation S-K. ### SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Keurig Dr Pepper Inc. By: /s/ Anthony DiSilvestro Name: Anthony DiSilvestro Title: Chief Financial Officer (Principal Financial Officer) Date: August 10, 2026 82 --- ## EX-4.1 FISCAL AND PAYING AGENCY AGREEMENT SEPTEMBER 2021 SEC source: [kdp-ex41_fiscalandpaying.htm](https://www.sec.gov/Archives/edgar/data/1418135/000141813526000051/kdp-ex41_fiscalandpaying.htm) ![Slide 1]() > **Source slide transcript** > > Fiscal and Paying Agency Agreement relating to U.S.$500,000,000 0.800% Notes due 2024 U.S.$750,000,000 1.375% Notes due 2027 U.S.$500,000,000 2.250% Notes due 2031 Guaranteed by JACOBS DOUWE EGBERTS INTERNATIONAL B.V. and PEET’S COFFEE, INC. Dated as of September 24, 2021 JDE PEET’S N.V. as Issuer JACOBS DOUWE EGBERTS INTERNATIONAL B.V. PEET’S COFFEE, INC. as Guarantors DEUTSCHE BANK TRUST COMPANY AMERICAS as Fiscal Agent, Paying Agent, Transfer Agent and Registrar A45669935/0.43/23 Sep 2021 i CONTENTS CLAUSE PAGE 1 Interpretation 1 2 Appointment of the Agents 5 3 The Notes 5 4 Payments to the Fiscal Agent 6 5 Payments to Noteholders 8 6 Early Redemption and Exercise of Options 10 7 Other duties 11 8 Fees and expenses 13 9 Terms of appointment 14 10 Indemnities and undertakings 16 11 Changes in Agents 17 12 Notices 19 13 General 20 14 Governing law and jurisdiction 23 15 Modifications 24 16 No security interest 25 17 Force majeure 25 18 Entire agreement 25 THE SCHEDULES SCHEDULE PAGE Schedule 1 Form of Guarantee 26 Schedule 2 Terms and Conditions of the 2024 Notes 29 Schedule 3 Terms and Conditions of the 2027 Notes 30 A45669935/0.43/23 Sep 2021 ii Schedule 4 Terms and Conditions of the 2031 Notes 31 Schedule 5 Specified Offices of the Agents 32 Schedule 6 Form of Change of Control Put Notice 33 Schedule 7 Forms of Transfer Certificates 35 Schedule 8 Form of Rule 144A Global Note 39 Schedule 9 Form of Regulation S Global Note 47 Schedule 10 Form of Definitive Registered Note 54 A45669935/0.43/23 Sep 2021 1 THIS FISCAL AND PAYING AGENCY AGREEMENT (the “Agreement”) is dated as of September 24, 2021 among: (1) JDE PEET’S N.V., a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands, having its statutory seat (statutaire zetel) in Amsterdam, the Netherlands, and having its registered office at Oosterdoksstraat 80, 1011 DK Amsterdam, the Netherlands, and registered with the trade register of the Dutch chamber of commerce (Kamer van Koophandel) under number 73160377 (the “Issuer”); (2) JACOBS DOUWE EGBERTS INTERNATIONAL B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, having its statutory seat (statutaire zetel) in Amsterdam, the Netherlands, and having its registered office at Oosterdoksstraat 80, 1011 DK Amsterdam, the Netherlands, and registered with the trade register of the Dutch chamber of commerce (Kamer van Koophandel) under number 60551720 (“JDE International”); (3) PEET’S COFFEE, INC., a corporation incorporated under the laws of the Commonwealth of Virginia (USA), and having an office at 1400 Park Ave., Emeryville, California (USA) 94608 (together with JDE International, each a “Guarantor” and together, the “Guarantors”); and (4) DEUTSCHE BANK TRUST COMPANY AMERICAS, in its capacity as fiscal agent (the “Fiscal Agent”), paying agent (the “Paying Agent” and together with other paying agents, the “Paying Agents”), transfer agent (the “Transfer Agent”) and registrar (the “Registrar”). Whereas: (A) The Issuer has duly authorized the execution and delivery of this Agreement to provide for U.S.$500,000,000 0.800% Notes due 2024 (the “2024 Notes”), U.S.$750,000,000 1.375% Notes due 2027 (the “2027 Notes”) and U.S.$500,000,000 2.250% Notes due 2031 (the “2031 Notes” and, together with the 2024 Notes and 2027 Notes, the “Notes”). (B) The Notes described above will have the benefit of unconditional and irrevocable guarantees, substantially in the form attached hereto as Schedule 1 (Form of Guarantee), given by the Guarantors under which the Guarantors guarantee the due and punctual payment of any and all sums payable by the Issuer under each series of the Notes in accordance with the Terms and Conditions (the “Guarantee”). The Guarantors have duly authorized the execution and delivery of this Agreement and the giving of the Guarantee. (C) All things necessary to make this Agreement a valid and legally binding agreement of the Issuer, the Guarantors and the Agents, in accordance with its terms, have been done. (D) The Issuer, the Guarantors, the Fiscal Agent, the Paying Agent, the Transfer Agent and the Registrar wish to record certain arrangements which they have made in relation to the Notes. It is agreed as follows: 1 Interpretation 1.1 Definitions Capitalized terms not defined herein shall have the same meanings specified in the Terms and Conditions set out in Schedule 2 with respect to the 2024 Notes, Error! Reference source not found. with respect to the 2027 Notes and Schedule 4 with respect to the 2031 Notes. The following expressions have the following meanings: --- ![Slide 2]() > **Source slide transcript** > > A45669935/0.43/23 Sep 2021 2 “Agents” means the Fiscal Agent, the Paying Agents, the Transfer Agent and the Registrar and “Agent” means any one of the Agents and includes any successors thereto appointed from time to time in accordance with Clause 11 (Changes in Agents). “Applicable Law” means any law or regulation including, but not limited to: (a) any domestic or foreign statute or regulation; (b) any rule or practice of any Authority with which an Agent is bound or accustomed to comply; and (c) any agreement entered into by an Agent and any Authority or between any two or more Authorities. “Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary and its Participants or Indirect Participants. “Authentication Order” has the meaning given to such term in Clause 3.1(f). “Authority” means any competent regulatory, prosecuting, tax or governmental authority in any jurisdiction, domestic or foreign. “Business Day” means any day which is not, in London, Amsterdam or New York City, or any other place of payment, a Saturday, Sunday, legal holiday or a day on which banking institutions are authorized or obligated by law or regulation to close. “Change of Control Put Notice” has the meaning given to it in the Conditions and, in the case of a Noteholders’ redemption option following a Change of Control Put Event (as defined in the Terms and Conditions) shall be substantially in the form set out in Schedule 6. “Clearstream, Luxembourg” means Clearstream Banking, société anonyme. “Custodian” means the custodian with respect to any Global Note appointed by DTC, or any successor thereto, and shall initially be Deutsche Bank Trust Company Americas. “Definitive Registered Note” means, excluding the Global Notes, any Note issued to a Noteholder in definitive, fully registered form without interest coupons, pursuant to an exchange event described in the corresponding Global Note. “Depositary” means the depositary for each Global Note, which shall initially be DTC and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable provision of this Agreement. “DTC” means The Depository Trust Company, New York, New York. “Euroclear” means Euroclear Bank S.A./N.V., as operator of the Euroclear System. “Event of Default” has the meaning attributed to it in Schedule 2, Schedule 3 or Schedule 4 as applicable. “Global Notes” means the Rule 144A Global Notes and the Regulation S Global Notes together, issued to the Depositary or its nominee and registered in the name of the Depositary or its nominee. “Group Company” means any of the Issuer’s group companies within the meaning of Section 2:24b of the Dutch Civil Code from time to time excluding the Issuer’s shareholders and their respective affiliates (other than the Issuer and its subsidiaries). “Initial Purchasers” means each of BofA Securities, Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, Santander Investment Securities A45669935/0.43/23 Sep 2021 3 Inc.,Commerz Markets LLC, HSBC Securities (USA) Inc., MUFG Securities Americas Inc., Rabo Securities USA, Inc. and UniCredit Capital Markets LLC. “Issue Date” means the date of issue and delivery of the Notes under the Purchase Agreement. “Local Banking Day” means a day (other than a Saturday or a Sunday) on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) in the city in which the Fiscal Agent has its Specified Office. “Local Time” means the time in the city in which the Fiscal Agent has its Specified Office, which, in respect of the Initial Fiscal Agent hereunder, shall be New York, New York. “Noteholders” means the holders of the applicable series of Notes. “Participant” means a direct participant (including if applicable, Euroclear and Clearstream, Luxembourg) in the Depositary system of DTC; and “Indirect Participant” means a participant of one of DTC's Participants (including if applicable, participants in Euroclear and Clearstream, Luxembourg). “Paying Agent” means any one of the Paying Agents. “Purchase Agreement” means the agreement dated September 21, 2021 among the Issuer, the Guarantors and the Initial Purchasers. “QIB” means a “qualified institutional buyer” as defined in Rule 144A. “Register” has the meaning attributed to it under Clause 7.4(a). “Regulation S” means Regulation S under the Securities Act. “Regulation S Global Notes” means the Global Notes deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in total principal amounts equal to the respective outstanding principal amounts of the Notes sold in reliance on Regulation S. “Responsible Officer” means any officer of an Agent having direct responsibility for the administration of this Agreement or the Notes. “Rule 144A” means Rule 144A under the Securities Act. “Rule 144A Global Notes” means the Global Notes deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in total principal amounts equal to the respective outstanding principal amounts of the Notes sold in reliance on Rule 144A. “Securities Act” means the U.S. Securities Act of 1933. “Specified Office” means, in relation to any Agent: (i) the office specified against its name in Schedule 5 ( Specified Offices of the Agents); or (ii) such other office as such Agent may specify in accordance with Clause 11.4 (Error! Reference source not found.). “Taxes” means all taxes, levies, imposts, charges, assessments, deductions, withholdings and related liabilities. “Terms and Conditions” means the Terms and Conditions of the Notes, as set out in Schedule 2, Schedule 3 and Schedule 4 as applicable, and as modified from time to time in A45669935/0.43/23 Sep 2021 4 accordance with their terms, and any reference to a “Section of the Terms and Conditions” is to the correspondingly section thereof. “Transfer Certificate” means a certificate in one of the forms, as relevant, set out in Schedule 7. “Uniform Commercial Code” means the Uniform Commercial Code as enacted in the State of New York or, if the laws of another state of the United States so provide, as enacted in such state. “U.S. dollar” or “U.S.$” means the official currency from time to time of the United States of America. 1.2 Meaning of Outstanding For the purposes of this Agreement (but without prejudice to its status for any other purpose), a Note shall be considered to be “outstanding” unless one or more of the following events has occurred: (a) it has been redeemed in full, or purchased, and in either case has been cancelled in accordance with Section 7 (Early Redemption and Repurchase) of the Terms and Conditions; (b) all claims for principal and interest in respect of such Note have become prescribed under Section 9 (Events of Default) of the Terms and Conditions; or (c) in the case of a Definitive Registered Note, it has been duly replaced on account of being mutilated, defaced, destroyed, lost or stolen (such replacement note to be considered “outstanding”). 1.3 Clauses and Schedules Any reference in this Agreement to a Clause, sub-clause or a Schedule is, unless otherwise stated, to a clause or sub-clause hereof or a schedule hereto. The Schedules constitute, and are hereby expressly made, a part of this Agreement. 1.4 Principal and Interest In this Agreement, any reference to principal or interest includes any additional amounts payable in relation thereto under Section 8 (Taxation) of the Terms and Conditions. 1.5 Statutes Any reference in this Agreement to any legislation (whether primary legislation or regulations or other subsidiary legislation made pursuant to primary legislation) shall be construed as a reference to such statute, provision, statutory instrument, order or regulation as the same may have been, or may from time to time be, amended or re-enacted. 1.6 Headings Headings and sub-headings are for ease of reference only and shall not affect the construction of this Agreement. 1.7 Person A “person” includes any individual, company, corporation, limited liability company, unincorporated association, government, state agency, international organization or other entity, and includes such person's successors and assignees. A45669935/0.43/23 Sep 2021 5 1.8 Taxes All references in this Agreement to costs, charges, expenses, withholdings, deductions and liabilities shall include any value added tax charged or chargeable in respect thereof. 1.9 Notes All references in this Agreement to Notes shall, unless the context otherwise requires, include any Global Note representing the Notes. 1.10 Counterparts This Agreement may be executed in any number of counterparts, and this shall have the same effect as if the signatures on the counterparts were on a single copy of this Agreement. Such signature shall have binding effect upon the signatory, whether received by the counterparty in original or facsimile. 2 Appointment of the Agents 2.1 Appointment The Issuer and the Guarantors appoint each Agent as their agent in relation to the Notes for the purposes specified in this Agreement and in the Terms and Conditions. 2.2 Acceptance of Appointment Each Agent accepts its appointment as agent of the Issuer and the Guarantors in relation to the Notes and agrees to comply with the provisions of this Agreement. The obligations of the Agents shall be several and not joint. 3 The Notes 3.1 Execution, authentication, delivery and exchange (a) Notes issued in global form will be substantially in the form of Schedule 8, in the case of Rule 144A Global Notes, or Schedule 9, in the case of Regulation S Global Notes, which shall be deposited with the Custodian, and registered in the name of the Depositary or a nominee of the Depositary and duly executed by the Issuer and authenticated by the Fiscal Agent as provided herein. (b) Notes originally issued to QIBs in reliance on Rule 144A will be issued in the form of one or more permanent Rule 144A Global Notes. Notes originally issued outside the United States in reliance on Regulation S will be issued in the form of one or more permanent Regulation S Global Notes. (c) Each Global Note initially shall: (i) be registered in the name of DTC or the nominee of DTC, (ii) be delivered to the Custodian and (iii) bear the appropriate legends as set forth in Schedule 8, in the case of Rule 144A Global Notes, or Schedule 9, in the case of Regulation S Global Notes. Any Global Note may be represented by more than one certificate. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Custodian, as provided in this Agreement. (d) The Notes shall be executed on behalf of the Issuer by any of its duly authorized officers. The signature of any of these officers on the Notes may be manual or facsimile. --- ![Slide 3]() > **Source slide transcript** > > A45669935/0.43/23 Sep 2021 6 (e) Notes bearing the manual or facsimile signatures of individuals who were at the time they signed such Notes or at the time their facsimile signatures were affixed to such Notes duly authorized officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such duly authorized offices prior to the authentication and delivery of the Notes or did not hold such duly authorized offices at the date of the Notes. (f) The Issuer shall deliver the Notes executed by it, together with a request executed by a duly authorized officer designated in writing by the Issuer (such request, an “Authentication Order”), to the Fiscal Agent, for the authentication and delivery of the Notes, and the Fiscal Agent in accordance with the Authentication Order and subject to the provisions hereof shall authenticate and deliver the Notes. (g) No Note shall be entitled to any benefit under this Agreement or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form set forth in the forms of Global Notes set out in Schedule 8 or Schedule 9, executed by the authorized signatory of the Fiscal Agent by manual or electronic signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder and is entitled to the benefits of this Agreement. 3.2 Exchange for Definitive Registered Notes Where a Global Note is to be exchanged for a Definitive Registered Note or Definitive Registered Notes, the Fiscal Agent is hereby authorized by the Issuer and instructed: (a) to authenticate the Definitive Registered Note or Definitive Registered Notes in accordance with the provisions of this Agreement; and (b) to deliver the Definitive Registered Note or Definitive Registered Notes to or to the order of DTC, Euroclear and/or Clearstream, Luxembourg, as the Fiscal Agent may be directed by the holder of the Definitive Registered Note or Definitive Registered Notes. The Fiscal Agent shall notify the Issuer and the Guarantors promptly after it receives a request for the issue of a Definitive Registered Note or Definitive Registered Notes in accordance with the provisions of the Global Note and the aggregate principal amount of the Global Note to be exchanged for a Definitive Registered Note or Definitive Registered Notes. 3.3 Custody of the Notes The Fiscal Agent shall cause the Notes delivered to the Custodian to be maintained in safe custody and shall ensure that the Notes are issued only in accordance with the provisions of this Agreement, the Terms and Conditions and each Global Note. 3.4 Instructions The Fiscal Agent shall provide DTC with the notifications or information to be given by the Fiscal Agent to DTC. 4 Payments to the Fiscal Agent 4.1 Issuer or Guarantors to pay Fiscal Agent In order to provide for the payment of principal and interest in respect of the Notes as the same becomes due and payable, the Issuer, failing whom the Guarantors, shall pay to the A45669935/0.43/23 Sep 2021 7 Fiscal Agent, on or before the date on which such payment becomes due, an amount equal to the amount of principal and/or (as the case may be) interest falling due in respect of the Notes on such date. 4.2 Manner and time of Payment (a) Each amount payable under Clause 4.1 (Issuer or Guarantors to pay Fiscal Agent) shall be paid unconditionally by credit transfer in U.S. dollars and in same day, freely transferable, cleared funds not later than 10:00 a.m. (Local Time) on the relevant day to such account with such bank as the Fiscal Agent may from time to time by notice to the Issuer specify for such purpose, provided, however, that any subsequent change in such account shall be communicated to the Issuer at least 30 days prior to the date when it becomes effective. (b) The Issuer, failing whom the Guarantors, shall, before 10:00 a.m. (Local Time) on the second Local Banking Day before the due date of each payment by it under Clause 4.1 (Issuer or Guarantors to pay Fiscal Agent), procure that the bank effecting payment for it confirms irrevocably by authenticated SWIFT message to the Fiscal Agent the payment instructions relating to such payment. 4.3 Exclusion of liens and interest The Fiscal Agent shall be entitled to deal with each amount paid to it under this Clause 4 (Payments to the Fiscal Agent) in the same manner as other amounts paid to it by its customers; provided, however, that: (a) it shall not exercise against the Issuer or the Guarantors any lien, right of set-off or similar claim in respect thereof; (b) it shall not be liable to any person for interest thereon; and (c) moneys held by the Fiscal Agent need not be segregated except as required by applicable law. 4.4 Application by Fiscal Agent The Fiscal Agent shall apply each amount paid to it hereunder in accordance with Clause 5 (Payments to Noteholders) and shall not be obliged to repay any such amount unless the claim for the relevant payment becomes void, in which event it shall refund the Issuer or any of the Guarantors, as applicable, at its written request such portion of such amount as relates to such payment by paying the same by credit transfer in U.S. dollars to such account with such bank as the Issuer or such Guarantor, as applicable, has by notice to the Fiscal Agent specified for the purpose. 4.5 Failure to confirm payment Instructions or failure to pay (a) If the Fiscal Agent has not, by 12:00 noon (Local Time) on the due date of any payment to it under Clause 4.1 (Issuer or Guarantors to pay Fiscal Agent), received confirmation of the relevant payment instructions referred to in Clause 4.2 (Manner and time of Payment), it shall forthwith notify the Issuer, the Guarantors, and the other Paying Agents. If the Fiscal Agent subsequently receives confirmation of such payment instructions, it shall forthwith notify the Issuer, the Guarantors and the other Paying Agents. A45669935/0.43/23 Sep 2021 8 (b) The Fiscal Agent shall forthwith notify each of the other Agents, the Issuer and the Guarantors if it has not received the amount referred to in clause 4.1 (Issuer or Guarantors to Pay the Fiscal Agent) by the time specified for its receipt. 5 Payments to Noteholders 5.1 Payments by Paying Agents Each Paying Agent, acting through its Specified Office, shall make payments of principal and interest in respect of the Notes in accordance with the Terms and Conditions; provided, however, that: (a) A Paying Agent shall not be obliged (but shall be entitled) to make payments of principal or interest in respect of the Notes, if (x) in the case of the Fiscal Agent, it has not received the full amount of any payment due to it under Clause 4.1 (Issuer or Guarantors to pay Fiscal Agent) or it has not received in due time irrevocable confirmation of the payment instructions in accordance with Clause 4.2 (Manner and time of Payment), provided, however, that the Fiscal Agent shall notify the Issuer without any delay that it has not received the full amount of any such payment or such irrevocable confirmation of the payment instructions in accordance with Clause 4.5 (Failure to confirm payment instructions or failure to pay) or (y) in the case of any other Paying Agent, it has been notified and the Fiscal Agent has confirmed to it that the Issuer and Guarantors have been notified in accordance with Clause 4.5 (Failure to confirm payment instructions or failure to pay) that confirmation of the relevant payment instructions and/or payments due have not been received, unless it is subsequently notified that confirmation of such payment instructions and/or payments have been received (whether or not at the due time). (b) Notwithstanding any other provision of this Agreement, the Paying Agent shall be entitled to make a deduction or withholding from any payment which it makes under this Agreement for or on account of any present or future taxes, duties or charges if and to the extent so required by applicable law, in which event the Paying Agent shall make such payment after such withholding or deduction has been made and shall account to the relevant authorities for the amount so withheld or deducted. The Paying Agent shall give notice to the Issuer or the Guarantors, as applicable, of any such withholding or deduction as soon as reasonably practicable after it becomes aware of the requirement to make the withholding or deduction. (c) If the Issuer or the Guarantors, as applicable, is, in respect of any payment, compelled to withhold or deduct any amount for or on account of taxes, duties, assessments or governmental charges as specifically contemplated under the Terms and Conditions, it shall give notice of that fact to the Fiscal Agent as soon as reasonably practicable after it becomes aware of the requirement to make the withholding or deduction and shall give to the Fiscal Agent such information as it shall reasonably require (to the extent available to the Issuer or the Guarantors, as applicable) to enable it to comply with the requirement. (d) All payments due in respect of the Notes shall be made to the registered Noteholders, and in particular: (i) for as long as the Notes are represented by the Global Notes, all payments due in respect of the Notes shall be made to, or to the order of, the registered A45669935/0.43/23 Sep 2021 9 holder of the Global Notes, subject to and in accordance with the provisions of the Global Notes; and (ii) if Definitive Registered Notes are outstanding, all payments due in respect of the Notes shall be made to, or to the order of, the registered holder of such Definitive Registered Notes. 5.2 Exclusion of liens and commissions No Paying Agent shall exercise any lien, right of set-off or similar claim against any person to whom it makes any payment under Clause 5.1 (Payments by Paying Agents) in respect thereof, nor shall any commission or expense be charged by it to any such person in respect thereof. 5.3 Reimbursement by Fiscal Agent If a Paying Agent other than the Fiscal Agent makes any payment in accordance with Clause 5.1 (Payments by Paying Agents): (a) it shall notify the Fiscal Agent of the amount so paid by it; and (b) subject to and to the extent of compliance by the Issuer, failing whom the Guarantors, with Clause 4.1 (Issuer or Guarantors to pay Fiscal Agent) (whether or not at the due time), the Fiscal Agent shall pay to such Paying Agent out of the funds received by it under Clause 4.1 (Issuer or Guarantors to pay Fiscal Agent), by credit transfer in U.S. dollars and in immediately available, freely transferable, cleared funds to such account with such bank as such Paying Agent has by notice to the Fiscal Agent specified for the purpose, an amount equal to the amount so paid by such Paying Agent. 5.4 Appropriation by Fiscal Agent If the Fiscal Agent makes any payment in accordance with Clause 5.1 (Payments by Paying Agents), it shall be entitled to appropriate for its own account out of the funds received by it under Clause 4.1 (Issuer or Guarantors to pay Fiscal Agent) an amount equal to the amount so paid by it. 5.5 Reimbursement by Issuer or Guarantors Subject to Clause 5.1 (Payments by Paying Agents), if a Paying Agent makes a payment in respect of Notes on or after the due date for such payment under the Terms and Conditions at a time at which the Fiscal Agent has not received the full amount of the relevant payment due to it under Clause 4.1 (Issuer or Guarantors to pay Fiscal Agent) and the Fiscal Agent is not able out, of funds received by it under Clause 4.1 (Issuer or Guarantors to pay Fiscal Agent), to reimburse such Paying Agent therefor (whether by payment under Clause 5.3 (Reimbursement by Fiscal Agent) or appropriation under Clause 5.4 (Appropriation by Fiscal Agent), the Issuer, failing whom the Guarantors, shall, on demand, pay to the Fiscal Agent for account of such Paying Agent the amount so paid out by such Paying Agent and not so reimbursed to it, provided, however, that any payment made under sub-clause (a) in the preceding paragraph shall satisfy pro tanto the obligations of the Issuer and the Guarantors under Clause 4.1 (Issuer or Guarantors to pay Fiscal Agent). 5.6 Partial Payments If only part of the amount payable in respect of a Note is paid (except as a result of a deduction of tax permitted by the Terms and Conditions), the relevant Paying Agent shall --- ![Slide 4]() > **Source slide transcript** > > A45669935/0.43/23 Sep 2021 10 procure that the amount and date of such partial payment be reflected in the relevant account with DTC, Euroclear or Clearstream, Luxembourg. 6 Early Redemption and Exercise of Options 6.1 Notice to Fiscal Agent If the Issuer intends (other than consequent upon an Event of Default or any right of the holder to require redemption) to redeem all or any of the Notes of any series before their stated maturity date or to exercise any Issuer’s option in the Terms and Conditions it shall, at least 14 days before the latest date for the publication of the notice of redemption or of exercise of Issuer’s option required to be given to Noteholders, give notice of such intention to the Fiscal Agent stating the date on which such Notes are to be redeemed or such option is to be exercised and the nominal amount of Notes to be redeemed or subject to the option. 6.2 Selection of Notes to be Redeemed If less than all the Notes are to be redeemed, in the case of a redemption at the Issuer's option in accordance with Section 7.1 (Early Redemption at the Option of the Issuer) of the Terms and Conditions, the Notes to be redeemed shall be selected by the Fiscal and Paying Agent in accordance with the rules and procedures of DTC. Upon presentation of any Note redeemed in part only, the Issuer will execute and the Fiscal and Paying Agent will authenticate and deliver (or cause to be transferred by book-entry) to, or on, the order of the holder thereof, at the expense of the Issuer, a new Note or Notes, in principal amount equal to the unredeemed portion of the Note so presented. 6.3 Notice to Noteholders The Fiscal Agent shall publish any notice to Noteholders required in connection with any such redemption or exercise of an Issuer’s option. Such notice shall specify the date fixed for redemption or exercise of any option, the redemption price and the manner in which redemption will be effected or the terms of the exercise of such option and, in the case of a partial redemption or exercise of any option, the nominal amount of Notes drawn. In addition, the Fiscal Agent shall send to each Noteholder that are called in whole or in part for redemption or exercise of any option, at its address shown in the Register, a copy of such notice together with details of such Noteholder’s Notes called for redemption or subject to any option and the extent of such redemption or the terms of the exercise of such option. 6.4 Change of Control Put Notices The Transfer Agent in a valid exercise of any Noteholders’ option shall hold the relevant Note on behalf of the depositing Noteholder (but shall not, save as provided below, release it) until the due date for redemption of, or exercise of the option relating to, the relevant Note(s) consequent upon the exercise of such option, when, in the case of an option to redeem, and subject as provided below, it shall present any such Note to itself for payment of the amount due in accordance with the Terms and Conditions and shall pay such moneys in accordance with the directions of the Noteholder contained in the Change of Control Put Notice, as applicable. In the event of the exercise of any other option, each Agent shall take the steps required of it in the Terms and Conditions and this Agreement. If any such Note becomes immediately due and payable before the due date for its redemption or exercise of the option, or if upon due presentation payment of the amount due is improperly withheld or refused or A45669935/0.43/23 Sep 2021 11 exercise of the option is improperly denied, the Agent concerned shall mail such Note by uninsured post to, and at the risk of, the relevant Noteholder (unless the Noteholder otherwise requests and pays the costs of such insurance in advance to the relevant Agent) to such address as may have been given by the Noteholder in the Change of Control Put Notice, as applicable or where no address has been given, to the address appearing in the Register. At the end of each period for the exercise of any such option, each Agent shall promptly notify the Fiscal Agent of the nominal amount of the Notes in respect of which such option has been exercised with it and the Fiscal Agent shall promptly notify such details to the Issuer and the Guarantors. 7 Other duties 7.1 Records The Fiscal Agent shall: (a) maintain a record of all Notes and of their redemption, purchase, reduction, cancellation and payment (as the case may be) pursuant to the Terms and Conditions; (b) make such records available for inspection during normal business hours at all reasonable times by the Issuer, the Guarantors and the other Paying Agents: and (c) maintain this Agreement available for inspection, together with any other documents required to be available for inspection or made available to Noteholders at its specified office at all reasonable times during normal business hours, which documentation shall be provided by the Issuer or Guarantors. 7.2 Information from Paying Agents The Paying Agents shall make available to the Fiscal Agent during normal business hours such information as is reasonably required for the maintenance of the records referred to in Clause 7.1 (Records). 7.3 Forwarding of communications The Fiscal Agent, or any Paying Agent, as the case may be, shall promptly forward to the Issuer and the Guarantors a copy of any notice or communication addressed to the Issuer or the Guarantors by any Noteholder, which is received by the Fiscal Agent or such Paying Agent. 7.4 Registry and transfer of Definitive Registered Notes So long as any Note (which may be in the form of a Global Note or a Definitive Registered Note) is outstanding, the Fiscal Agent, the Registrar or the Transfer Agent, as applicable, shall, or shall procure to (as applicable): (a) maintain at its Specified Office a register (the “Register”) of the holders of the Notes which shall show (i) the principal amount of Notes represented by each Global Note, (ii) the principal amounts and the serial numbers of any Definitive Registered Notes issued in accordance with the corresponding provision of the relevant Global Note, (iii) the dates of issue of all Notes, (iv) all subsequent transfers and changes of ownership of Notes, (v) the names and addresses of the holders of the Notes, and (vi) all cancellations of Global Notes or Definitive Registered Notes, whether A45669935/0.43/23 Sep 2021 12 because of their purchase by the Issuer or any of the Guarantors, replacement or otherwise; (b) accept Notes delivered to it, with the form of transfer on them duly executed, together with, as applicable, any Transfer Certificate for the transfer or exchange of all or part of a Global Note or Definitive Registered Note in accordance with the applicable provisions of the relevant Global Note; (c) keep a stock of the forms of Transfer Certificates and make such forms available on demand to holders of the Notes; (d) make any necessary notations on the Global Notes following transfer or exchange of interests in them; (e) receive any document in relation to or affecting the title to the Notes including all forms of transfer, forms of exchange, probates, letters of administration and powers of attorney and maintain proper records of the details of all documents and certifications and letters it has received; (f) promptly, and in any event within five Local Banking Days of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations), (i) upon receipt by it of any Definitive Registered Notes for transfer or (ii) following the endorsement of a reduction in principal amount of a Global Note for exchange into Definitive Registered Notes, authenticate and deliver at its Specified Office to the transferee or (at the risk of the transferee) send to the address requested by the transferee duly dated and completed Definitive Registered Notes of a like aggregate principal amount to the Definitive Registered Notes transferred and, in the case of the transfer of part only of a Global Note or Definitive Registered Note, authenticate and deliver at its Specified Office to the transferor or (at the risk of the transferor) send to the address requested by the transferor, a duly dated and completed Definitive Registered Note or Global Note, as the case may be, in respect of the balance of the Definitive Registered Notes or a Global Note, as the case may be, not so transferred; (g) if appropriate, charge to the holder of a Note presented for exchange or transfer the costs or expenses (if any) of delivering Notes issued on exchange or transfer other than by regular uninsured mail; and (h) subject to applicable laws and regulations at all reasonable times during normal office hours make the Register available to the Issuer or the Guarantors or any person authorized by the Issuer or the Guarantors or the holder of any Note for inspection. 7.5 Transfers of Beneficial Interests in Global Notes (a) Transfers of beneficial interests in a Rule 144A Global Note. Subject to the Applicable Procedures, the following provisions shall apply with respect to any proposed transfer of a beneficial interest in a Rule 144A Global Note. If the owner of a beneficial interest in a Rule 144A Global Note wishes to transfer such interest (or portion thereof) pursuant to Regulation S, upon receipt by the Registrar and/or the Transfer Agent, as applicable, of: (i) instructions from an Agent given to DTC in accordance with the Applicable Procedures directing DTC to credit or cause to be credited a beneficial A45669935/0.43/23 Sep 2021 13 interest in the Regulation S Global Note in a principal amount equal to the principal amount of the beneficial interest to be transferred, (ii) instructions given in accordance with the Applicable Procedures containing information regarding the account to be credited with such increase, and (iii) a certificate in the form of Schedule 7 duly executed by the transferor; the Custodian shall increase the Regulation S Global Note and decrease the Rule 144A Global Note in accordance with the foregoing, and the Registrar shall register the transfer in the Register. (b) Transfers of beneficial interests in a Regulation S Global Note. Subject to the Applicable Procedures, the following provisions shall apply with respect to any proposed transfer of an interest in a Regulation S Global Note. If the owner of a beneficial interest in a Regulation S Global Note wishes to transfer such interest (or a portion thereof) to a QIB pursuant to Rule 144A, upon receipt by the Registrar and/or the Transfer Agent, as applicable, of: (i) instructions from an Agent given to DTC in accordance with the Applicable Procedures directing DTC to credit or cause to be credited a beneficial interest in the Rule 144A Global Note in a principal amount equal to the principal amount of the beneficial interest to be transferred, (ii) instructions given in accordance with the Applicable Procedures containing information regarding the account to be credited with such increase, and (iii) a certificate in the form of Schedule 7 duly executed by the transferor; the Custodian shall decrease the Regulation S Global Note and increase the Rule 144A Global Note in accordance with the foregoing, and the Registrar shall register the transfer in the Register. 8 Fees and expenses 8.1 Fees The Issuer, failing whom the Guarantors, shall pay the fees and expenses (including the reasonable and documented fees and expenses of counsel) of the Fiscal Agent and the other Agents in respect of their services hereunder. All payments for the account of the Agents shall be made through the Fiscal Agent, in accordance with the terms separately agreed in a side letter of agreement among the Issuer, the Guarantors and the Fiscal Agent. 8.2 Taxes The Issuer, failing whom the Guarantors, shall pay all stamp, registration and other similar taxes and duties (including any interest and penalties thereon or in connection therewith) which are payable upon or in connection with the execution and delivery of this Agreement, and the Issuer and the Guarantors shall jointly and severally indemnify each Agent on demand against any claim, demand, action, liability, damages, cost, loss or expense (including, without limitation, legal fees and any applicable value added tax) which it reasonably incurs as a result or arising out of or in relation to any failure to pay or delay in paying any of the same, except such as may result from its gross negligence or willful misconduct. --- ![Slide 5]() > **Source slide transcript** > > A45669935/0.43/23 Sep 2021 14 All payments by the Issuer or the Guarantors under Clause 8.1 (Fees) or Clause 10 (Indemnities and Undertakings) shall be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatsoever nature imposed, levied, collected, withheld or assessed by the Netherlands or the United States of America or any political subdivision or any authority thereof having power to tax, unless such withholding or deduction is required by law. In that event, the Issuer, failing whom the Guarantors, shall pay such additional amounts as will result in the receipt by the relevant Agent of such amounts as would have been received by it if no such withholding or deduction had been required, except that no additional amounts would be payable for any withholding or deduction imposed due to (i) a connection between the Agent and the Netherlands or the United States of America (other than the mere entering or the performance of this Agreement), or (ii) a failure to comply with a reasonable identification or certification requirement. 9 Terms of appointment 9.1 Rights and powers 9.1.1 Each Agent, in connection with its services hereunder: (a) except as ordered by a court of competent jurisdiction or otherwise required by law and regardless of any notice of ownership, trust or any other interest therein, any writing thereon or any notice of any previous loss or theft thereof, but subject to sub- clause 5.1(a) (Payments by Paying Agents), may treat the holder of any Note as its absolute owner for all purposes and make payments thereon accordingly; (b) may conclusively rely upon the terms of any notice, communication, legal opinion or other document reasonably believed by it to be genuine, including the certificate of any officer of the Issuer or the Guarantors, without liability; (c) may, with prior notice to the Issuer and the Guarantors engage the advice or services of any lawyers or other experts of its selection whose advice or services it reasonably considers necessary and conclusively rely upon any advice so obtained (and such Agent shall be protected and shall incur no liability as against the Issuer or the Guarantors in respect of any action taken, or permitted to be taken, in accordance with such advice and in good faith); (d) along with its officers, directors and employees, may become the owner of, and/or acquire any interest in, the Notes with the same rights that it would have had it not been appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer or the Guarantors and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or in connection with any other obligations of the Issuer or the Guarantors as freely as if it were not appointed under this Agreement; (e) may act through its agents, attorneys, accountants, experts and such other professionals as the Agent deems necessary, advisable or appropriate and shall not be responsible for the misconduct or negligence of any agent, attorney, accountant, expert or other such professional appointed with due care; (f) before it acts or refrains from acting, it may require an officer’s certificate or an opinion of counsel, and the Agent will not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion; and A45669935/0.43/23 Sep 2021 15 (g) no provision of this Agreement will require it to expend or risk their own funds or otherwise incur any financial liability in the performance of their duties hereunder, or in the exercise of its rights or powers, unless it receives indemnity satisfactory to it against any loss, liability or expense (including, without limitation, fees and expenses of agents and attorneys). 9.1.2 Notwithstanding anything else herein contained, the Agents may refrain without liability from doing anything that would or might in its reasonable opinion be contrary to any law of any state or jurisdiction (including but not limited to the United States of America or any jurisdiction forming a part of it, England and Wales and the Netherlands) or any directive or regulation of any agency of any such state or jurisdiction or which would or might otherwise render it liable to any person or cause it to act in a manner which might prejudice its interests and may without liability do anything which is, in its reasonable opinion, necessary to comply with any such law, directive or regulation. 9.2 Extent of duties 9.2.1 Each Agent shall only be obliged to perform the duties set out herein, and no implied covenants or obligations shall be read into this Agreement against any Agent. 9.2.2 No Agent shall: (a) be under any fiduciary duty or other obligation towards or have any relationship of agency or trust for or with any person other than the Issuer and the Guarantors; (b) be responsible for or liable in respect of the legality, validity or enforceability of any Note (other than in respect of authentication of Notes by it in accordance with this Agreement) or any act or omission of any other person; (c) be liable for any error of judgment made in good faith unless it shall be proved that it was grossly negligent in ascertaining the pertinent facts on which such judgment was made; (d) be required to expend or risk any of its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of its rights or powers, unless it received indemnity satisfactory to it against any loss, liability or expense (including, without limitation, fees and expenses of agents and attorneys); (e) be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether such Agent has been advised of the likelihood of such loss or damage and regardless of the form of action; or (f) be charged with knowledge of any Default or Event of Default or knowledge of any cure of any Event of Default unless written notice of such Default or Event of Default has been given to a Responsible Officer of such Agent. 9.3 Right to Deduct and No Gross Up by Agents Any payment by an Agent under this Agreement will be made without any deduction or withholding for or on account of any Taxes unless such deduction or withholding is required by any Applicable Law. Each of the Issuer and the Guarantors acknowledges and agrees that an Agent may debit any amount available in any balance held for the Issuer or the A45669935/0.43/23 Sep 2021 16 Guarantors and apply such amount in satisfaction of Taxes. The Agent will timely pay the full amount debited or withheld to the relevant Authority in accordance with the relevant Applicable Law. If any Taxes become payable with respect to any prior credit to the Issuer or the Guarantors by any Agent, the Issuer and the Guarantors acknowledge that the Agent may debit any balance held for it in satisfaction of such prior Taxes. Each of the Issuer or the Guarantors shall remain liable for any deficiency and agrees that it shall pay any such deficiency upon notice from an Agent or any Authority. If Taxes are paid by an Agent or any of its affiliates, the Issuer, failing whom the Guarantors agrees that it shall promptly reimburse the Agent for such payment to the extent not covered by withholding from any payment or debited from any balance held for it. If an Agent is required to make a deduction or withholding referred to above, it will not pay an additional amount in respect of that deduction or withholding to the Issuer or the Guarantors. 10 Indemnities and undertakings 10.1 Indemnity in favor of the Agents The Issuer and the Guarantors shall jointly and severally indemnify each Agent, its officers and its employees, upon presentation of duly documented evidence, against any claim, demand, action, liability, damages, cost, loss or expense (including, without limitation, reasonable legal fees and expenses and any applicable value added tax) which it incurs otherwise than by reason of its own negligence or willful misconduct, as a result or arising out of or in relation to its acting as the agent of the Issuer or the Guarantors, as applicable, in relation to the Notes. The Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction of any of the Noteholders pursuant to this Agreement in the absence of such indemnity satisfactory to it. This provision shall survive the termination of this Agreement, the resignation or removal of the Agents and the payment in full of all obligations under the Notes, whether by redemption, repayment or otherwise. 10.2 Undertakings in favor of the Agents The Issuer and the Guarantors will use all reasonable endeavors to provide to the Agents: (a) all documentation and other information required by any Agent from time to time to comply with any Applicable Law upon request by such Agent; and (b) notification in writing within 30 days of any change that affects the Issuer’s or the Guarantors’ tax status pursuant to any Applicable Law or, if the Issuer or the Guarantors become aware of such change only after such 30 day period, as soon as practicable thereafter. It shall be the sole responsibility of the Issuer or the Guarantors (as applicable) to determine whether a deduction or withholding is or will be required from any payment to be made in respect of the Notes or otherwise in connection with this Agreement and to procure that such deduction or withholding is made in a timely manner to the appropriate Authorities and the Issuer or the Guarantors (as applicable) shall promptly notify the Paying Agent upon determining or becoming aware of such requirement. The Issuer or the Guarantors shall notify the Paying Agent a minimum 5 Business Days prior to the date on which any payment for which a deduction or withholding is required of (i) the amount of such deduction or withholding and (ii) the relevant Authorities to whom such amount should be paid. The Issuer A45669935/0.43/23 Sep 2021 17 or the Guarantors shall provide the Paying Agent with all information required for the Paying Agent to be able to make such payment. 11 Changes in Agents 11.1 Appointment and Termination In relation to any series of Notes, the Issuer and the Guarantors may at any time appoint additional Paying Agents or Transfer Agents in accordance with Clause 11.6 (Additional and successor agents) and/or terminate the appointment of any Agent by giving to the Fiscal Agent and that Agent at least 60 days’ notice to that effect, which notice shall expire at least 30 days before or after any due date for payment in respect of the Notes of that series. Upon any letter of appointment being executed by or on behalf of the Issuer, the Guarantors and any person appointed as an Agent, such person shall become a party to this Agreement as if originally named in it and shall act as such Agent in respect of that or those series of Notes in respect of which it is appointed. 11.2 Resignation Subject to clause 11.3 (Condition to Resignation and Termination), in relation to any series of Notes, any Agent may resign its appointment at any time by giving the Issuer, the Guarantors and the Fiscal Agent (if the resigning Agent is any Agent other that the Fiscal Agent) at least 60 days’ notice to that effect (with such notice, in the case of the resignation of the Fiscal Agent, to be delivered solely to the Issuer and Guarantors), which notice shall expire at least 30 days before or after any due date for payment in respect of the Notes of that series. 11.3 Condition to Resignation and Termination (a) No resignation pursuant to Clause 11.2 (Resignation) or termination of the appointment of the Fiscal Agent, Paying Agent, Transfer Agent or Registrar (except as provided in Clause 11.5 (Automatic Termination)) shall take effect until (i) a new Fiscal Agent or, as the case may be, Paying Agent, Transfer Agent or Registrar has been appointed in accordance with Clause 11.6 (Additional and successor agents) or Clause 11.7 (Agents may appoint successors), and no resignation or termination of the appointment of a Paying Agent or Transfer Agent shall take effect if there would not then be Paying Agents or Transfer Agents as required by the Terms and Conditions, provided that if the Issuer and the Guarantors fail to appoint a successor, the Agent may, following consultation with the Issuer as is practicable in the circumstances at the expense of the Issuer, petition a court of competent jurisdiction for the appointment of a successor Agent, and the successor Agent shall acquire and become subject to the same rights and obligations as if it had entered into an agreement in the form mutatis mutandis of this Agreement and (ii) notice of such appointment has been given to the Noteholders; and (b) In the case of a resignation pursuant to Clause 11.2 (Resignation), if such resignation would otherwise take effect less than 60 days before or after the maturity date or other date for redemption of the Notes or any interest payment date in relation to the Notes, such resignation shall not take effect until the thirtieth day following such date. 11.4 Change of Office --- ![Slide 6]() > **Source slide transcript** > > A45669935/0.43/23 Sep 2021 18 If an Agent changes the address of its specified office in a city it shall give the Issuer, the Guarantors and the Fiscal Agent at least 60 days’ notice of the change, giving the new address and the date on which the change is to take effect. 11.5 Automatic Termination The appointment of the Fiscal Agent shall forthwith terminate if the Fiscal Agent becomes incapable of acting, is adjudged bankrupt or insolvent, files a voluntary petition in bankruptcy, makes an assignment for the benefit of its creditors, consents to the appointment of a receiver, administrator or other similar official of all or a substantial part of its property or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof, or if a resolution is passed or an order made for the insolvency, winding-up or dissolution of the Fiscal Agent, a receiver, administrator or other similar official of the Fiscal Agent or all or a substantial part of its property is appointed, a court order is entered approving a petition filed by or against it under applicable bankruptcy or insolvency law, or a public officer takes charge or control of the Fiscal Agent or its property or affairs for the purpose of rehabilitation, conservation or liquidation. 11.6 Additional and successor agents The Issuer or either Guarantor may appoint a successor Registrar or Fiscal Agent (which shall be a bank or trust company) and additional or successor transfer agents or paying agents and shall forthwith give notice of any such appointment to the continuing Agents, the Noteholders, and upon any letter of appointment being executed by or on behalf of the Issuer, the Guarantors and any person appointed as an Agent, the Issuer, the Guarantors, the continuing Agents, and the additional or successor registrar, principal paying agent, transfer agent or paying agent shall acquire and become subject to the same rights and obligations between themselves as if they had entered into an agreement in the form mutatis mutandis of this Agreement. 11.7 Agents may appoint successors If the Fiscal Agent, Paying Agent, Transfer Agent or Registrar gives notice of its resignation in accordance with Clause 11.2 (Resignation) and by the tenth day before the expiry of such notice a successor has not been duly appointed by the Issuer or Guarantors in accordance with Clause 11.6 (Additional and successor agents), the resigning Agent may itself, following such consultation with the Issuer as is practicable in the circumstances, appoint as its successor any reputable and experienced financial institution and give notice of such appointment to the Issuer, the remaining Agents and the Noteholders, whereupon the Issuer, the remaining Agents and such successor shall acquire and become subject to the same rights and obligations between themselves as if they had entered into an agreement in the form mutatis mutandis of this Agreement. 11.8 Delivery of Records If the Fiscal Agent or Registrar resigns or its appointment is terminated, the Fiscal Agent shall on the date on which the resignation or termination takes effect pay to the new Fiscal Agent any amount held by it for payment in respect of the Notes and the Fiscal Agent or Registrar, as the case may be, shall deliver to the new Fiscal Agent or Registrar the records kept by it and all documents and forms held by it pursuant to this Agreement. 11.9 Successor Corporations A45669935/0.43/23 Sep 2021 19 A corporation into which an Agent is merged or converted or with which it is consolidated or that results from a merger, conversion or consolidation to which it is a party shall, to the extent permitted by applicable law, be the successor Agent under this Agreement without further formality. The Agent concerned shall forthwith notify such an event to the other parties to this Agreement. 11.10 Notices The Fiscal Agent, at the Issuer’s expense, shall give Noteholders at least 30 days’ notice of any proposed appointment, termination, resignation or change under Clauses 11.1 to 11.4 of which it is aware and, as soon as practicable, notice of any succession under Clause 11.7 of which it is aware. The Issuer shall give Noteholders, as soon as practicable, notice of any termination under Clause 11.5 of which it is aware. 12 Notices 12.1 Addresses for Notices All notices and communications hereunder shall be made in writing, in English (by letter or facsimile) and shall be sent as follows: (a) if to the Issuer, to it at: Oosterdoksstraat 80 1011 DK Amsterdam The Netherlands (b) if to the Guarantors, to them respectively at: Oosterdoksstraat 80 1011 DK Amsterdam The Netherlands (c) if to the Fiscal Agent, Paying Agent, Transfer Agent and Registrar, to it at: 60 Wall Street, 24th Floor MS NYC60-2405 New York, New York 10005 United States Attn: Corporates Team Deal Manger-JDE Peets SF5984 (d) if to an Agent not originally a party hereto, to it at the address or facsimile number specified by notice to the parties hereto at the time of its appointment for the attention of the person or department specified therein; (e) or, in any case, to such other address or facsimile number or for the attention of such other person or department as the addressee has by prior notice to the sender specified for that purpose. Facsimile, documents executed, scanned and transmitted electronically and electronic signatures, including those created or transmitted through a software platform or application, shall be deemed original signatures for purposes of this Agreement, the Notes, the Guarantee and all other matters and agreements related thereto, with such facsimile, scanned and electronic signatures having the same legal effect as original signatures. The parties agree that this Agreement, the Notes, the Guarantee or any instrument, agreement A45669935/0.43/23 Sep 2021 20 or document necessary for the consummation of the transactions contemplated by this Agreement or related hereto or thereto (including, without limitation, addendums, amendments, notices, instructions, communications with respect to the delivery of securities or the wire transfer of funds or other communications) (“Executed Documentation”) may be accepted, executed or agreed to through the use of an electronic signature in accordance with applicable laws, rules and regulations in effect from time to time applicable to the effectiveness and enforceability of electronic signatures. Any Executed Documentation accepted, executed or agreed to in conformity with such laws, rules and regulations will be binding on all parties hereto to the same extent as if it were physically executed and each party hereby consents to the use of any third-party electronic signature capture service providers as may be reasonably chosen by a signatory hereto or thereto. When the Agents act on any Executed Documentation sent by electronic transmission, the Agents will not be responsible or liable for any losses, costs or expenses arising directly or indirectly from its reliance upon and compliance with such Executed Documentation, notwithstanding that such Executed Documentation (a) may not be an authorized or authentic communication of the party involved or in the form such party sent or intended to send (whether due to fraud, distortion or otherwise) or (b) may conflict with, or be inconsistent with, a subsequent written instruction or communication; it being understood and agreed that the Agents shall conclusively presume that Executed Documentation that purports to have been sent by an authorized officer of a Person has been sent by an authorized officer of such person. The party providing Executed Documentation through electronic transmission or otherwise with electronic signatures agrees to assume all risks arising out of such electronic methods, including, without limitation, the risk of the Agents acting on unauthorized instructions and the risk of interception and misuse by third parties. 12.2 Effectiveness Every notice or communication sent in accordance with Clause 12.1 (Addresses for Notices) shall be effective when delivered, provided, however, that any such notice or communication which would otherwise take effect after 4:00 p.m. Local Time on any particular day shall not take effect until 10:00 a.m. Local Time on the immediately succeeding Business Day in the place of the addressee. 12.3 Notices to Noteholders At the request, direction and expense of the Issuer, failing whom the Guarantors, any notice required to be given to Noteholders under this Agreement shall be given in accordance with the Section 14 (Notices) of the Terms and Conditions. While the Notes are held through the clearing systems, a notice will be deemed to have been given to holders if such notice is sent to the clearing systems for publication to the Noteholders. 13 General 13.1 No Agency or Trust In acting under this Agreement, the Agents shall have no obligation towards or relationship of agency or trust with the holder of any Noteholder. 13.2 Holder to be treated as Owner Except as otherwise required by law, each Agent shall treat any Noteholder as its absolute owner as provided in the Conditions and shall not be liable for doing so. 13.3 No Lien A45669935/0.43/23 Sep 2021 21 No Agent shall exercise any lien, right of set-off or similar claim against any holder of a Note or Coupon in respect of moneys payable by it under this Agreement. 13.4 Taking of Advice Each Agent may, acting reasonably, consult on any legal matter any legal adviser selected by it (at the expense of the Issuer or the Guarantors (in the case of the Guarantors, jointly and severally)), who may be an employee of or adviser to the Issuer or the Guarantors, and it shall not be liable in respect of anything done, or omitted to be done, relating to that matter in good faith in accordance with that adviser’s opinion. Failure to consult such advisers on any matter shall not be construed as evidence of any Agent not acting in good faith. 13.5 Reliance on Documents etc. No Agent shall be liable in respect of anything done or suffered by it in reliance on a Note, Certificate or other document or information from any electronic or other source reasonably believed by it to be genuine and to have been signed or otherwise given or disseminated by the proper parties. 13.6 Other Relationships Any Agent and any other person, whether or not acting for itself, may acquire, hold or dispose of any Note or other security (or any interest therein) of the Issuer, the Guarantors or any other person, may enter into or be interested in any contract or transaction with any such person, and may act on, or as depositary, trustee or agent for, any committee or body of holders of securities of any such person, in each case with the same rights as it would have had if that Agent were not an Agent and need not account for any profit. 13.7 List of Authorized Persons Each of the Issuer and the Guarantors shall provide the Fiscal Agent for itself and for delivery to each other Agent with a copy of the certified list of persons authorized to take action on behalf of the Issuer or the Guarantors, as the case may be, in connection with this Agreement and shall notify the Fiscal Agent and each other Agent immediately in writing if any of such persons ceases to be so authorized or if any additional person becomes so authorized. Unless and until notified of any such change, each Agent may rely on the certificate(s) most recently delivered to it and all instructions given in accordance with such certificate(s) shall be binding on the Issuer and the Guarantors. 13.8 Taking Action No Agent shall be obliged to take action which it reasonably believes will incur a cost for which it will not be reimbursed, except for costs which are for the account of the Agent. The Agent shall forthwith notify the Issuer and the Guarantors in writing if the Agent decides not to act on the basis of this Clause 13.8. 13.9 Sanctions None of the Issuer nor any Group Company, nor any of their respective directors or officers, nor to the best of the knowledge and belief of the Issuer any employees, agents or affiliates of the Issuer or any Group Company (i) is a person with whom transactions are currently prohibited under any United States sanctions administered by the Office of Foreign Assets Control of the U.S. Department of Treasury (“OFAC”) or any sanctions or measures imposed by the United Nations Security Council, the European Union or, to the extent applicable, Her Majesty’s Treasury (collectively, the “Sanctions”), (ii) is located, organized or resident in a --- ![Slide 7]() > **Source slide transcript** > > A45669935/0.43/23 Sep 2021 22 country or territory that is the subject of Sanctions, or (iii) has business or financial dealings with any person on OFAC’s Specially Designated Nationals and Blocked Persons List or an equivalent list relating to Sanctions, and the Issuer will not directly or indirectly use the proceeds from any offering of Notes hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any Sanctions. 13.10 Anti-Boycott The Sanctions-related representations and warranties are requested by Deutsche Bank only if and to the extent that they do not result in a violation of the Council Regulation (EC) No. 2271/96 of 22 November 1996, section 7 of the German Foreign Trade Ordinance (Außenwirtschaftsverordnung - AWV) or any other applicable anti-boycott or similar laws or regulations. 13.11 Blocking Laws No provision of Clause 13.9 shall apply to any person if and to the extent that it is or would be unenforceable by or in respect of that person by reason of breach of any provision of Council Regulation (EC) No 2271/96 of 22 November 1996 (or any law or regulation implementing such Regulation in any member state of the European Union or the United Kingdom), or any applicable anti-boycott law or regulation applicable in the United Kingdom. 13.12 Know Your Customer If (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement; or (ii) any change in the status of the Issuer or any Guarantors or the composition of the shareholders of the Issuer after the date of this Agreement, obliges the Agents to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Issuer or the relevant Guarantors shall promptly upon the request of the Agents supply or procure the supply of such documentation and other evidence as is reasonably requested by the Agents in order for the Agents to carry out and be satisfied that it has complied with all necessary “know your customer” or similar checks under all applicable laws and regulations. In order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including, without limitation, those relating to the funding of terrorist activities and money laundering, including Section 326 of the USA PATRIOT Act of the United States (“Applicable Law”), the Agents are required to obtain, verify, record and update certain information relating to individuals and entities which maintain a business relationship with the Agents. Accordingly, each of the parties to this Agreement agree to provide to the Agents, upon their request from time to time such identifying information and documentation as may be available for such party in order to enable the Agents to comply with Applicable Law. 13.13 Illegality Notwithstanding anything else herein contained, each Agent may refrain, without liability, from doing anything that would or might in its opinion be contrary to any law of any state or jurisdiction (including but not limited to the United States of America or any jurisdiction forming part of it, England and Wales and the Netherlands) or any directive or regulation of any agency of any such states or jurisdiction and may, without liability, do anything which is, in its opinion, necessary to comply with any such law, directive or regulation. The Agent shall A45669935/0.43/23 Sep 2021 23 forthwith notify the Issuer and the Guarantors in writing if the Agent decides not to act on the basis of this Clause 13.13. 14 Governing law and jurisdiction 14.1 Governing law This Agreement (and any non-contractual obligations arising out of or in connection with it) shall be governed by, and shall be construed in accordance with, the laws of the State of New York. EACH OF THE PARTIES HERETO AND THE NOTEHOLDERS BY ACCEPTANCE OF THE NOTES AND THE AGENTS HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY. 14.2 Jurisdiction Each party irrevocably consents and agrees that any legal action, suit or proceeding against it with respect to its obligations or liabilities under the Notes or the Guarantee, as the case may be, arising out of or in connection with this Agreement or the Notes may be brought in the courts of the State of New York or the courts of the United States of America located in the Borough of Manhattan, The City of New York and, until amounts due and to become due in respect of the Notes have been paid, hereby irrevocably consents and submits to the jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself and in respect of its properties, assets and revenues. This submission shall not limit the right of any party to take proceedings in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdiction preclude the taking of proceedings in any other jurisdiction (whether concurrently or not). 14.3 Agent for service of process The Issuer and the Guarantors hereby designate, appoint, and empower Peet’s Coffee (the “Process Agent”), with registered offices on the date hereof at c/o Registered Agent Solutions, Inc., 7228 Hanover Green Drive, Mechanicsville, Virginia, 23111 (USA) as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf, and their properties, assets and revenues, service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding in connection with the Notes or the Guarantee brought in any United States or State court located in the Borough of Manhattan, The City of New York, which may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, the Issuer and the Guarantors agree to designate a new designee, appointee and agent in the United States on the terms and for the purposes of this clause. The Issuer and the Guarantors further hereby irrevocably consent and agree to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by serving a copy thereof upon the relevant agent for service of process referred to in this clause (whether the appointment of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service) or by mailing copies thereof by registered or certified air mail, postage prepaid, to the Issuer and the Guarantors at their addresses specified in or designated pursuant to this Agreement. The Issuer and the Guarantors agree that the failure of any such designee, appointee and agent to give any notice of such service to either the Issuer or the Guarantors shall not impair A45669935/0.43/23 Sep 2021 24 or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. The parties hereby irrevocably and unconditionally waive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement brought in the United States Federal courts located in the Borough of Manhattan, The City of New York or the courts of the State of New York located in the Borough of Manhattan, The City of New York and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. 15 Modifications 15.1 Meeting of the Noteholders 15.1.1 The Issuer or the holders of not less than a majority in aggregate principal amount of the then outstanding 2024 Notes, 2027 Notes and 2031 Notes, as the case may be, may request the Fiscal Agent to call a meeting of Noteholders of such series of Notes for the purpose of obtaining a waiver of any covenant or condition or take any action set forth in Section 11(b) (With Consent of Noteholders) of the Terms and Conditions or Clause 15.2 (Effect of supplemental agreements) below. Upon a request made in writing by the Issuer or such percentage of noteholders, the Fiscal Agent shall call the meeting for such purpose such meeting to be held at such time and at such place as the Issuer shall determine, and shall specify such time and place in a notice of such meeting furnished to the Noteholders. 15.1.2 Notwithstanding any other provision of this Agreement to the contrary, the Noteholders of the relevant requisite aggregate principal amount of the Notes of either series may also take action by written consent or in accordance with the applicable procedures of DTC in lieu of meetings. 15.2 Effect of supplemental agreements Subject to the terms of this Clause 15 (Modifications) and Section 11 (Modification and Waiver) of the Terms and Conditions in Schedule 2, Schedule 3 and Schedule 4, respectively, the Issuer, the Guarantors and the Fiscal Agent may enter into an agreement or agreements supplemental hereto without notice to or the consent of the holders of the Notes for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders under this Agreement in any manner which the Issuer, the Guarantors and the Fiscal Agent mutually deem necessary or desirable so long as any such change does not, and will not, in the good faith determination of the Issuer and the Guarantors, adversely affect the rights or interest of the Noteholders, including but not limited to amendments specified in Section 11(a) (Without Consent of Noteholders) of the Terms and Conditions and amendments as to correct a manifest error or modifications that are formal, minor or technical in nature. Upon the execution of any supplemental agreement under this Clause 15.2 (Effect of supplemental agreements), this Agreement shall be modified in accordance therewith, and such supplemental agreement shall form a part of this Agreement for all purposes; and every Noteholder of the applicable series of Notes theretofore or thereafter authenticated and delivered hereunder shall be bound thereby. The Fiscal Agent may, but shall not be obligated to, enter into any such supplemental agreement which affects the Fiscal Agent's own rights, A45669935/0.43/23 Sep 2021 25 duties or immunities under this Agreement or otherwise. If the Issuer shall so determine, new Notes of such series, modified so as to conform, in the opinion of the Fiscal Agent, the Issuer and the Guarantors, to any such supplemental agreement may be prepared and executed by the Issuer and authenticated and delivered by the Fiscal Agent in exchange for the existing Notes of such series. In executing or accepting the additional obligations created by any supplemental agreement permitted by this clause or the modifications thereby of the obligations created by this Agreement, the Fiscal Agent shall be entitled to receive, and shall be fully protected in relying upon, an opinion of counsel and an officer's certificate stating that the execution of such supplemental agreement is authorized or permitted by this Agreement. 16 No security interest Nothing in this Agreement or in the Notes, express or implied, shall be construed to constitute a security interest under the Uniform Commercial Code or similar legislation, as now or hereafter enacted and in effect in any jurisdiction where property of the Issuer or the Guarantors or any of their respective subsidiaries is or may be located. 17 Force majeure The Agents shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of the Agents (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of God or war, epidemic, pandemic, civil unrest, local or national disturbance or disaster, any act of terrorism, or the unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility). 18 Entire agreement (a) This Agreement contains the whole agreement between the parties relating to the subject matter of this Agreement at the date of this Agreement to the exclusion of any terms implied by law which may be excluded by contract and supersedes any previous written or oral agreement between the parties in relation to the matters dealt with in this Agreement. (b) Each party acknowledges that it has not been induced to enter into this Agreement by any representation, warranty or undertaking not expressly incorporated into it. (c) In Clauses 18(a) and (b) above, “this Agreement” includes any fee letters and all documents entered into pursuant to this Agreement. --- ![Slide 8]() > **Source slide transcript** > > Schedule 1 Form of Guarantee For value received, the undersigned and their respective successors and assigns under the Fiscal and Paying Agency Agreement, jointly and severally, (the “Guarantors” and each a “Guarantor”), hereby irrevocably, absolutely and unconditionally guarantee, subject to the subsequent paragraph hereof, as principal and not merely as a surety, to the registered holder of the Note (the “holder”) to which this Guarantee is affixed, the due and punctual payment of all sums (including, without limitation, Additional Amounts) expressed to be payable by the Issuer under such Note, when and as the same shall become due and payable, whether at the Maturity Date or upon redemption, upon declaration of acceleration or otherwise, according to the terms of such Note and of the Fiscal and Paying Agency Agreement. In case of default by the Issuer in the payment of any such principal or any premium or interest (together with any Additional Amounts and other amounts payable pursuant to the terms of such Note, including, without limitation, any redemption payments referred to therein) or any such other amounts payable by the Issuer to the holder pursuant to the Fiscal and Paying Agency Agreement, each Guarantor agrees to and shall duly and punctually pay the same, as if such payments were made by the Issuer. This Guarantee (but not any payment obligation hereunder which has already become due and payable) will be automatically and unconditionally released with respect to a Guarantor (and thereupon shall terminate and be discharged and be of no further force and effect) at any time when such Guarantor is no longer a guarantor under the Facilities (as such term is defined in the Note). Each Guarantor hereby agrees that its obligations hereunder shall be absolute, unconditional and enforceable irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of the Note to which this Guarantee is affixed or the Fiscal and Paying Agency Agreement, any failure to enforce the same or any waiver, modification, consent or indulgence granted to the Issuer with respect thereto by the holder of such Note or the Agent, or any other circumstance which may otherwise constitute a legal or equitable defense or discharge of a surety or guarantor. Each Guarantor hereby agrees that this Guarantee shall be enforceable without any demand, suit or proceeding first against the Issuer. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy or proceeding of similar effect of the Issuer, any right to require a demand, suit or proceeding first against the Issuer, protest or notice with respect to such Note or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged except by payment in full of the principal thereof and interest (together with any Additional Amounts and other amounts payable pursuant to the terms of the Note to which this Guarantee is affixed, including without limitation any redemption payments referred to therein) due thereon and any other amounts payable by the Issuer pursuant to the Fiscal and Paying Agency Agreement. This Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation or reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets and shall, to the fullest extent permitted by law, continue to be effective or be reinstated as the case may be, if at any time payment and performance of the Note to which this Guarantee is affixed is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Note whether as a “voidable preference,” “fraudulent transfer,” or otherwise, all as though such payment or performance had not been made. If at any time any amount paid under the Note to which this Guarantee is affixed is rescinded or must otherwise be restored, the rights of the holder of such Note under this Guarantee will be reinstated with respect to such payments as though such payments had not been made. All payments pursuant to this Guarantee shall be made in freely transferable U.S. Dollars regardless of any law, rule, regulation or statute, whether now or hereafter in existence or in effect in any jurisdiction, which affects or purports to affect any such payment obligations. Each Guarantor, for so long as it shall not have fully satisfied its obligations under this Guarantee, irrevocably waives any and all rights to which it may be entitled, by operation of law or otherwise, upon making payment hereunder, (i) to be subrogated to the rights of the holder of the Note to which this Guarantee is affixed against the Issuer with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by the Issuer in respect thereof or (ii) to receive any payment, in the nature of contribution or for any other reason, from any other obligor with respect to such payment. The obligations of each Guarantor to the holder of the Note to which this Guarantee relates are subject to the further provisions set forth in Section 5 (Guarantee and Status), Section 6 (Negative Pledge), Section 7.3 (Early Redemption for Tax Reasons), Section 10 (Discharge and Defeasance), Section 11 (Modification and Waiver) and Section 12 (Issuer Substitution) of the Terms and Conditions set out on the reverse of the Note to which this Guarantee is affixed, each of which sections is incorporated mutatis mutandis by reference herein. This Guarantee shall not be valid or become obligatory for any purpose with respect to the Note to which it is affixed until the certificate of authentication on such Note shall have been signed by the Registrar. This Guarantee may be accepted, executed or agreed to through the use of electronic signature in accordance with applicable laws, rules and regulations in effect from time to time applicable to the effectiveness and enforceability of electronic signatures. All terms used in this Guarantee which are defined in the Fiscal and Paying Agency Agreement referred to in the Note to which this Guarantee is affixed or in such Note, including in the Terms and Conditions set out on the reverse thereof, shall have the meaning assigned to them in such Fiscal and Paying Agency Agreement or in such Note, as applicable. THIS GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS THEREOF). Each Guarantor has irrevocably submitted to the non-exclusive jurisdiction of the courts of the State of New York or the courts of the United States of America located in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to the Fiscal and Paying Agency Agreement, the Note or this Guarantee. Each Guarantor has appointed Peet’s Coffee, Inc. as its agent upon whom process must be served in any such suit, action or proceeding. IN WITNESS WHEREOF, the Guarantors have caused this Guarantee to be duly executed. JACOBS DOUWE EGBERTS International B.V. By Name: Title: Peet’s Coffee, Inc. By Name: Title: Schedule 3 Terms and Conditions of the 2027 Notes A45669935/0.43/23 Sep 2021 30 --- ![Slide 9]() > **Source slide transcript** > > 4840-6278-3995 v.2 Terms and Conditions of the 2027 Notes 1 Definitions Additional Amounts has the meaning set forth in Section 8 Adjusted EBIT has the meaning set forth in Section 6(b)(ii) Business Day has the meaning set forth in Section 1(b) Capital Markets Indebtedness has the meaning set forth in Section 6(b)(i) Change of Control has the meaning set forth in Section 7.2(b)(i) Change of Control Period has the meaning set forth in Section 7.2(g)(i) Change of Control Put Date has the meaning set forth in Section 7.2(d) Change of Control Put Event has the meaning set forth in Section 7.2(b) Change of Control Put Event Notice has the meaning set forth in Section 7.2(c) Change of Control Put Notice has the meaning set forth in Section 7.2(d) Change of Control Put Option has the meaning set forth in Section 7.2(a) Change of Control Put Period has the meaning set forth in Section 7.2(d) Code has the meaning set forth in Section 8 Comparable Treasury Issue has the meaning set forth in Section 7.1(b)(i) Comparable Treasury Price has the meaning set forth in Section 7.1(b)(ii) DTC has the meaning set forth in Section 2(d) Events of Default has the meaning set forth in Section 9(a) Facilities has the meaning set forth in Section 5(c) Fiscal Agent has the meaning set forth in Section 1(a) Fiscal and Paying Agency Agreement has the meaning set forth in Section 1(a) Fiscal and Paying Agent has the meaning set forth in Section 1(a) Fitch has the meaning set forth in Section 7.2(g)(ii) Further Issue has the meaning set forth in Section 4(a) Global Notes has the meaning set forth in Section 3 Government Obligations has the meaning set forth in Section 10 Guarantees has the meaning set forth in Section 5(a) Guarantors has the meaning set forth in Section 1(a) Holder has the meaning set forth in Section 1(b) Independent Investment Banker has the meaning set forth in Section 7.1(b)(iii) Investment Grade Rating has the meaning set forth in Section 7.2(b)(ii)(A) interest has the meaning set forth in Section 8 A45671192 2 4840-6278-3995 v.2 Interest Payment Date has the meaning set forth in Section 2(b) Issue Date has the meaning set forth in Section 1(a) Issuer has the meaning set forth in Section 1(a) JDE International has the meaning set forth in Section 1(a) Maturity Date has the meaning set forth in Section 2(a) Material Subsidiary has the meaning set forth in Section 6(b)(ii) Moody’s has the meaning set forth in Section 7.2(g)(ii) Noteholder has the meaning set forth in Section 1(b) Notes has the meaning set forth in Section 1(a) Par Call Redemption Date has the meaning set forth in Section 7.1(b)(iv) Paying Agent has the meaning set forth in Section 1(a) Peet’s Coffee has the meaning set forth in Section 1(a) person has the meaning set forth in Section 1(b) Premium has the meaning set forth in Section 7.1(b)(v) principal has the meaning set forth in Section 8 Primary Treasury Dealer has the meaning set forth in Section 7(b)(vi) Qualified Institutional Buyers or QIBs has the meaning set forth in Section 13 Rating Agency has the meaning set forth in Section 7.2(g)(ii) Record Date has the meaning set forth in Section 2(b) Redemption Date has the meaning set forth in Section 7.1(b)(v) Reference Treasury Dealer has the meaning set forth in Section 7.1(b)(vi) Reference Treasury Dealer Quotation has the meaning set forth in Section 7.1(b)(vii) Registered Holder has the meaning set forth in Section 1(b) Registrar has the meaning set forth in Section 1(a) Regulation S Notes has the meaning set forth in Section 13 Relevant Announcement Date has the meaning set forth in Section 7.2(b)(ii) Relevant Date has the meaning set forth in Section 8 Relevant Jurisdiction has the meaning set forth in Section 7.3(b) Relevant Potential Change of Control Announcement has the meaning set forth in Section 7.2(g)(iii) Remaining Scheduled Payments has the meaning set forth in Section 7.1(b)(viii) Rule 144A Notes has the meaning set forth in Section 13 S&P has the meaning set forth in Section 7.2(g)(ii) Substituted Debtor has the meaning set forth in Section 12(a) Substitution Documents has the meaning set forth in Section 12(a) A45671192 3 4840-6278-3995 v.2 Transfer Agent has the meaning set forth in Section 1(a) Treasury Rate has the meaning set forth in Section 7.1(b)(ix) Trust Indenture Act has the meaning set forth in Section 1(a) U.S. Subsidiary has the meaning set forth in Section 8 1 General (a) The U.S.$750,000,000 1.375% Notes due 2027 (the “Notes”), will be issued on or about September 24, 2021 (the “Issue Date”) in registered form and treated as a separate series of debt securities under a fiscal and paying agency agreement dated as of September 24, 2021 (the “Fiscal and Paying Agency Agreement”), between JDE Peet’s N.V. (“JDE Peet’s” and, in its capacity as issuer, the “Issuer”, which term shall include any Substituted Debtor hereunder following the execution of the Substitution Documents as referred to in Section 12(a)), JACOBS DOUWE EGBERTS International B.V. (“JDE International”) and Peet’s Coffee, Inc. (“Peet’s Coffee”, and together with JDE International, the “Guarantors”, which term shall include any Guarantor added (including JDE Peet’s following the execution of the Substitution Documents as referred to in Section 12(a)) and shall exclude any Guarantor released, in each case, in accordance with Section 5(c)) and Deutsche Bank Trust Company Americas as fiscal agent, paying agent, transfer agent and registrar (referred to in each such several capacities as the “Fiscal and Paying Agent”, the “Fiscal Agent”, the “Paying Agent”, the “Transfer Agent” and the “Registrar”). The Fiscal and Paying Agency Agreement will not be qualified under the U.S. Trust Indenture Act of 1939 (the “Trust Indenture Act”) and will not incorporate by reference the provisions of the Trust Indenture Act. Consequently, the holders of Notes generally will not be entitled to the protections provided under the Trust Indenture Act to holders of debt securities issued under a qualified indenture. (b) The terms “holder”, “Noteholder” and other similar terms refer to a “registered holder” of Notes, and not to a beneficial owner of a book-entry interest in any Notes, unless the context otherwise clearly requires. A “Business Day” refers to any day which is not, in London, Amsterdam or New York City, or any other place of payment, a Saturday, Sunday, legal holiday or a day on which banking institutions are authorized or obligated by law or regulation to close, and a “person” refers to any individual, corporation, partnership, joint venture, association, limited liability company, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof. 2 Principal, Maturity and Interest (a) The Notes are initially issuable in an aggregate principal amount of U.S.$750,000,000 and will mature on January 15, 2027 (the “Maturity Date”). (b) The Notes will bear interest at a rate of 1.375% per annum from the Issue Date or from the most recent interest payment date to which interest has been paid or provided for, payable semi-annually in arrears on January 15 and July 15, commencing on January 15, 2022 (each, an “Interest Payment Date”) until the Maturity Date, to the person in whose name the Note is registered at the close of business on December 31 and June 30, whether or not a Business Day, as defined below (a “Record Date”), notwithstanding any transfer or exchange of such Notes subsequent to the Record Date and prior to such Interest Payment Date. Interest on the Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months or in the case of an incomplete month, the exact number of days elapsed. (c) If the day on which any interest payment, principal payment or payment of Additional Amounts is to be made is not a Business Day, that interest payment, principal payment or Additional Amounts A45671192 4 4840-6278-3995 v.2 payment will be postponed to the following day that is a Business Day, and no further interest or other amounts will be paid or be payable in connection therewith. (d) The rights of holders of beneficial interests in the Notes to receive the payments of interest on the Notes are subject to applicable procedures of the book-entry depositary and The Depository Trust Company (“DTC”), as applicable. 3 Form and Denomination The Notes will be issued in fully registered form and only in minimum denominations of U.S.$150,000 and integral multiples of U.S.$1,000 in excess thereof. The Notes will be represented by global notes (“Global Notes”) registered in the name of the DTC or in the name of its nominee. 4 Further Issues (a) The aggregate principal amount of Notes issuable under the Fiscal and Paying Agency Agreement is unlimited. The Issuer may, from time to time, without notice to or the consent of the holders of the Notes, “reopen” the Notes and create and issue additional notes having identical terms and conditions as the Notes (or in all respects except for the issue date, issue price, the payment of interest accruing prior to the issue date of such additional notes and/or the first payment of interest following the issue date of such additional notes) so that the additional notes may be consolidated and form a single series of notes with the Notes (a “Further Issue”). (b) The Issuer will not issue any additional notes that have the same CUSIP, ISIN or other identifying number as the outstanding Notes unless the additional notes are issued (i) with not more than a de minimis amount of original issue discount for U.S. federal income tax purposes or (ii) in a “qualified reopening” for U.S. federal income tax purposes. 5 Guarantee and Status (a) Guarantees: Each of the Guarantors has unconditionally and irrevocably guaranteed (subject to the provisions of Section 5(c) below) the due payment of all sums expressed to be payable by the Issuer under the Notes. Its obligations in that respect (each a “Guarantee”, and together the “Guarantees”) are contained in the Guarantee. (b) Status of Notes and Guarantees: The Notes constitute (subject to Section 6) unsecured obligations of the Issuer and shall at all times rank pari passu and without any preference among themselves. The payment obligations of the Issuer under the Notes and of the Guarantors under the Guarantees shall, save for such exceptions as may be provided by applicable legislation and subject to Section 6, at all times rank at least equally with all other unsecured and unsubordinated indebtedness and monetary obligations of the Issuer and each of the Guarantors respectively, present and future. (c) Release of a Guarantor: Pursuant to its terms, each Guarantee (but not any payment obligation under a Guarantee which has already become due and payable) will be automatically and unconditionally released (and thereupon shall terminate and be discharged and be of no further force and effect) at any time when the relevant Guarantor is no longer a guarantor under the Facilities (as defined below), provided that, if under the Facilities, a new guarantee is granted, the Issuer will procure that substantially the same guarantee will also be granted in respect of the obligations under the Notes for the benefit of the Noteholders. “Facilities” means (i) JDE Peet’s’ €1.5 billion revolving credit facility dated 5 March 2021, as amended, restated, modified, extended, renewed and/or supplemented or as refinanced or replaced from time to time, made between, among others, JDE Peet’s, the Guarantors and the Lenders as defined and named therein, and (ii) the JDE Peet’s’ €1.3 billion term loans dated 5 March 2021, --- ![Slide 10]() > **Source slide transcript** > > A45671192 5 4840-6278-3995 v.2 as amended, restated, modified, extended, renewed and/or supplemented or as refinanced or replaced from time to time, made between, among others, JDE Peet’s, the Guarantors and the Lenders as defined and named therein. (d) Notice of change of Guarantors: Notice of any release of a Guarantor or any grant of a new guarantee pursuant to Section 4(c) will be given to Noteholders in accordance with Section 14, no later than 14 days after such release or grant, as the case may be. 6 Negative Pledge (a) So long as any Note remains outstanding (as defined in the Fiscal and Paying Agency Agreement) neither the Issuer nor any of the Guarantors will, and each will ensure that none of its Material Subsidiaries will create, or have outstanding, (other than by operation of law) any mortgage, charge, lien, pledge or other security interest, upon the whole or any part of its present or future undertaking, assets or revenues (including any uncalled capital) to secure any Capital Markets Indebtedness or to secure any guarantee or indemnity in respect of any Capital Markets Indebtedness without at the same time or prior thereto according to the Notes either (1) the same security as is created or subsisting to secure any such Capital Markets Indebtedness, guarantee or indemnity or (2) such other security (if any) as shall be approved with the consent of the Noteholders. (b) In these Terms and Conditions: (i) “Capital Markets Indebtedness” means any indebtedness for borrowed money, present or future, of the Issuer, any of the Guarantors in the form of Notes or bond or similar capital markets instruments with an original maturity of more than one year, which can ordinarily be traded on any stock exchange or other recognized securities market; and (ii) “Material Subsidiary” means any entity Controlled by JDE Peet’s the adjusted consolidated earnings before interest and taxes (“Adjusted EBIT”) of which represents 10% or more of JDE Peet’s’ consolidated Adjusted EBIT as reflected in the JDE Peet’s’ most recent annual audited financial statements, provided that, in the case of an entity Controlled by the JDE Peet’s acquired by the JDE Peet’s during or after the financial year shown in the JDE Peet’s’ most recent annual audited financial statements, such calculation shall be made on the basis of the contribution of the entity Controlled by the JDE Peet’s considered on a pro forma basis as if it had been acquired at the beginning of the relevant period, with the pro forma calculation (including any adjustments) being made by the JDE Peet’s acting in good faith. “Control” means (1) the direct or indirect ownership (beneficial or otherwise) of more than 50% of the voting stock of an entity measured by voting power rather than number of shares, or (2) the power to appoint or remove all or the majority of the directors or other equivalent officers of an entity. 7 Early Redemption and Repurchase 7.1 Early Redemption at the Option of the Issuer (a) The Issuer may redeem the Notes, in whole or in part, at the Issuer’s option, at any time and from time to time. If the Issuer elects to redeem the Notes prior to the Par Call Redemption Date, the Issuer will pay a redemption price for the Notes equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed and (ii) the Premium (as defined below). If the Issuer elects to redeem the Notes on or after the Par Call Redemption Date, the Issuer will pay a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest thereon to, but not including, the Redemption Date. (b) In connection with such optional redemption the following defined terms apply: A45671192 6 4840-6278-3995 v.2 (i) “Comparable Treasury Issue” means the United States Treasury security selected by the Independent Investment Banker that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes to be redeemed (assuming that such Notes to be redeemed matured on the Par Call Redemption Date). (ii) “Comparable Treasury Price” means, with respect to any Redemption Date, the average of the Reference Treasury Dealer Quotations for that Redemption Date. (iii) “Independent Investment Banker” means one of the Reference Treasury Dealers (as defined below) appointed by the Issuer to act as the “Independent Investment Banker”. (iv) “Par Call Redemption Date” means the date that is 1 month prior to the Maturity Date. (v) “Premium” means, as determined by the Independent Investment Banker, the sum of the present values of the applicable Remaining Scheduled Payments (as defined below) discounted to the date of redemption (the “Redemption Date”) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months or, in the case of an incomplete month, the number of days elapsed) at the Treasury Rate (as defined below) plus 10 basis points, together with accrued and unpaid interest on the principal amount of the Notes to be redeemed to the Redemption Date. (vi) “Reference Treasury Dealers” means BofA Securities, Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and a Primary Treasury Dealer (as defined below) selected by Santander Investment Securities Inc. and their respective successors and one other nationally recognized investment banking firms that are Primary Treasury Dealers selected by the Issuer; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Issuer shall substitute therefor another nationally recognized investment banking firm that is a Primary Treasury Dealer. (vii) “Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third Business Day preceding that Redemption Date. (viii) “Remaining Scheduled Payments” means, with respect to each Note to be redeemed, the remaining scheduled payments of the principal thereof and interest thereon that would be due (assuming for this purpose that the Notes matured on the Par Call Redemption Date) after the related Redemption Date but for such redemption; provided, however, that if that Redemption Date is not an Interest Payment Date with respect to such Notes, the amount of the next succeeding scheduled interest payment thereon will be deemed reduced by the amount of interest accrued thereon to that Redemption Date. (ix) “Treasury Rate” means, with respect to any Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity (computed as of the third Business Day immediately preceding that Redemption Date) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that Redemption Date. (c) Notice of any optional redemption of the Notes will be given in accordance with Section 14 below at least 10 days but not more than 60 days before the Redemption Date to each holder of the Notes to be A45671192 7 4840-6278-3995 v.2 redeemed. Notice of any redemption of Notes may, at the Issuer’s discretion, be given subject to one or more conditions precedent, including, but not limited to, completion of a corporate transaction that is pending (such as an equity or equity-linked offering, an incurrence of indebtedness or an acquisition or other strategic transaction involving a Change of Control). If such redemption is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or otherwise waived on or prior to the business day immediately preceding the relevant Redemption Date. The Issuer shall notify holders of any such rescission as soon as practicable after it determines that such conditions precedent will not be able to be satisfied or it is not able or willing to waive such conditions precedent. Once notice of redemption is given, subject to the satisfaction of any conditions precedent provided in the notice of redemption, the Notes called for redemption will become due and payable on the Redemption Date and at the price set out in Section 7.1(a). 7.2 Change of Control Put Option (a) If a Change of Control Put Event (as defined below) occurs, a Noteholder will have the option (a “Change of Control Put Option”) (unless prior to the giving of the relevant Change of Control Put Event Notice (as defined below) the Issuer has given notice of redemption under Section 7.1 above or Section 7.3 below) to require the Issuer to redeem or, at the Issuer’s option, purchase (or procure the purchase of) that Note on the Change of Control Put Date (as defined below) at its 101% of its principal amount, together with interest accrued to the date fixed for redemption. (b) A “Change of Control Put Event” will be deemed to occur if: (i) any person or any persons acting in concert, other than a holding company whose shareholders are or are to be substantially similar to the pre-existing shareholders of the JDE Peet’s and/or any direct or indirect holding company of the JDE Peet’s, shall acquire a controlling interest in (A) more than 50% of the issued or allotted ordinary share capital of the JDE Peet’s or (B) shares in the capital of the JDE Peet’s carrying more than 50% of the voting rights normally exercisable at a general meeting of the Issuer (each such event being, a “Change of Control”); and (ii) on the date (the “Relevant Announcement Date”) that is the earlier of (1) the date of the first public announcement of the relevant Change of Control and (2) the date of the earliest Relevant Potential Change of Control Announcement (if any): (A) the Notes carry an investment grade credit rating (Baa3/BBB-, or their respective equivalents, or better) (an “Investment Grade Rating”) from one or more Rating Agencies (as provided by such Rating Agencies at the invitation of the Issuer) and all such ratings are, within the Change of Control Period, withdrawn or downgraded to a non-investment grade credit rating (Ba1/BB+, or their respective equivalents, or worse), unless within the Change of Control Period at least one such rating is restored to an Investment Grade Rating by a Rating Agency or replaced by an Investment Grade Rating of another Rating Agency, (B) the Notes carry an Investment Grade Rating from none of the Rating Agencies and the Issuer is unable to acquire and maintain an Investment Grade Rating during the Change of Control Period from at least one Rating Agency, and (iii) in making any decision to downgrade or withdraw a credit rating pursuant to paragraph (ii) above or to decline to confer an Investment Grade Rating, the relevant Rating Agency announces publicly or confirms in writing to the Issuer that such decision(s) resulted, in A45671192 8 4840-6278-3995 v.2 whole or in part, from the occurrence of the Change of Control or the Relevant Potential Change of Control Announcement. (c) Promptly upon but in any case no later than five Business Days after the Issuer becoming aware that a Change of Control Put Event has occurred the Issuer shall give notice (a “Change of Control Put Event Notice”) to the Noteholders in accordance with Section 14 specifying the nature of the Change of Control Put Event and the procedure for exercising the Change of Control Put Option. (d) To exercise the Change of Control Put Option, the holder of a Note must deposit the certificate evidencing such Note(s) with the Registrar or any Transfer Agent at its specified office falling within the period (the “Change of Control Put Period”) of 30 days after a Change of Control Put Event Notice is given, accompanied by a duly signed and completed notice of exercise in the form (for the time being current) obtainable from the Registrar or any Transfer Agent within the Change of Control Put Period (a “Change of Control Put Notice”). No Note so deposited and option so exercised may be withdrawn without the prior consent of the Issuer. Payment in respect of any Note so deposited will be made, if the holder duly specified a bank account in the Change of Control Put Notice to which payment is to be made, on the date which is seven days after the expiration of the Change of Control Put Period (the “Change of Control Put Date”) by transfer to that bank account and, in every other case, by cheque mailed to the holder (or to the first named of joint holders) of such Note at its address appearing in the Register. (e) The Issuer shall redeem or purchase (or procure the purchase of) the relevant Notes on the Change of Control Put Date unless previously redeemed (or purchased) and cancelled. (f) If the rating designations employed by any of Moody’s, Fitch or S&P are changed from those which are described in paragraph (ii) of the definition of “Change of Control Put Event” above the Issuer shall determine the rating designations of Moody’s, Fitch or S&P as are most equivalent to the prior rating designations of Moody’s, Fitch or S&P and this Section 7(f) shall be construed accordingly. (g) In this Section 7.2 (i) “Change of Control Period” means the period commencing on the Relevant Announcement Date and ending 180 days after the Change of Control (or such longer period for which the Notes are under consideration (such consideration having been announced publicly within the period ending 180 days after the Change of Control) for rating review or, as the case may be, rating by a Rating Agency, such period not to exceed 60 days after the public announcement of such consideration); (ii) “Rating Agency” means Moody’s Italia S.r.l. (“Moody’s”), Fitch Ratings Ireland Limited (“Fitch”) or S&P Global Ratings Europe Limited (“S&P”) or any of their respective affiliates or successors or, if any of Moody’s. Fitch or S&P ceases to rate the series of debt securities or fails to make a rating of such debt securities publicly available for reasons outside of the Issuer’s control, a “nationally recognized statistical rating organization” (within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the U.S Securities Exchange Act of 1934) selected by the Issuer as a replacement agency for Fitch, Moody’s or S&P, or all of them, as the case may be; and (iii) “Relevant Potential Change of Control Announcement” means any public announcement or statement by JDE Peet’s, any actual or potential bidder or any adviser acting on behalf of any actual or potential bidder relating to any potential Change of Control where within 180 days following the date of such announcement or statement, a Change of Control occurs. 7.3 Early Redemption for Tax Reasons --- ![Slide 11]() > **Source slide transcript** > > A45671192 9 4840-6278-3995 v.2 (a) The Notes may be redeemed at the option of the Issuer in whole, but not in part, at any time on giving not less than 10 nor more than 60 days’ notice to the Noteholders (which notice shall be irrevocable), at a redemption price equal to 100% of the principal amount of the Notes to be redeemed (together with interest accrued and unpaid to the date fixed for redemption), if (i) the Issuer (or, if any of the Guarantees were called, a Guarantor) has or will become obliged to pay Additional Amounts (as defined below) as provided or referred to in Section 8 as a result of any change in, or amendment to, the laws or regulations of a Relevant Jurisdiction or any political subdivision or any authority thereof or therein having power to tax or any change in the application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after the Issue Date, and (ii) such obligation cannot be avoided by the Issuer (or the relevant Guarantor, as the case may be) taking reasonable measures available to it, provided that no such notice of redemption shall be given earlier than 30 days prior to the earliest date on which the Issuer (or the relevant Guarantor, as the case may be) would be obliged to pay such Additional Amounts were a payment in respect of the Notes (or a Guarantee, as the case may be) then be due. Prior to the publication of any notice of redemption pursuant to this Section 7.3(a), the Issuer shall deliver to the Fiscal Agent a certificate signed by an executive director of the Issuer (or the relevant Guarantor, as the case may be) stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to redeem have occurred, and an opinion of independent legal advisers of recognised standing to the effect that the Issuer (or the relevant Guarantor, as the case may be) has or will become obliged to pay such Additional Amounts as a result of such change or amendment. (b) In these Terms and Conditions, “Relevant Jurisdiction” means any jurisdiction in respect of the Issuer, the Guarantors, or any successor thereto is incorporated or tax resident, or any political subdivision or any authority thereof or therein having power to tax to which payments made by the Issuer or any of the Guarantors, as the case may be, of principal and interest on the Notes become generally subject. 7.4 Purchases Each of the Issuer, the Guarantors and their subsidiaries may at any time purchase Notes in the open market or otherwise at any price. 7.5 Cancellation All Notes purchased by or on behalf of the Issuer, any of the Guarantors or any of their subsidiaries may be surrendered for cancellation by surrendering the certificate representing such Notes to the Registrar and, in each case, if so surrendered, shall, together with all Notes redeemed by the Issuer, be cancelled forthwith. Any Notes so surrendered for cancellation may not be reissued or resold and the obligations of the Issuer and the Guarantors in respect of any such Notes shall be discharged. 7.6 General (a) Upon presentation of any Note redeemed in part only, the Issuer will execute and the Fiscal and Paying Agent will authenticate and deliver (or cause to be transferred by book-entry) to, or on, the order of the holder thereof, at the expense of the Issuer, a new Note or Notes, in principal amount equal to the unredeemed portion of the Note so presented. (b) On or before any Redemption Date (as defined above), the Issuer shall deposit with the Fiscal and Paying Agent money sufficient to pay the redemption price of and accrued and unpaid interest on the Notes to be redeemed on such date. If less than all the Notes are to be redeemed, in the case of a redemption at the Issuer's option in accordance with Section 7.1 above, the Notes to be redeemed A45671192 10 4840-6278-3995 v.2 shall be selected by the Fiscal and Paying Agent in accordance with the rules and procedures of DTC. The redemption price shall be calculated by the Independent Investment Banker and the Issuer, the Guarantor and the Fiscal and Paying Agent shall be entitled to rely on such calculation. (c) On and after any Redemption Date, interest will cease to accrue on the Notes or any portion thereof called for redemption. 8 Taxation All payments of principal and interest by or on behalf of the Issuer or any Guarantor in respect of the Notes or under the Guarantees shall be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within any Relevant Jurisdiction (“Additional Amounts”), unless such withholding or deduction is required by law. In that event, the Issuer or, as the case may be, the relevant Guarantor shall pay such Additional Amounts as shall result in receipt by the Noteholders of such amounts as would have been received by them had no such withholding or deduction been required, except that no such Additional Amounts shall be payable with respect to any Note: (a) Other connection: to, or to a third party on behalf of, a holder who is liable to such taxes, duties, assessments or governmental charges in respect of such Note by reason of his having some connection with any Relevant Jurisdiction other than the mere holding of the Note or (b) Presentation more than 30 days after the Relevant Date: presented (or in respect of which the Certificate representing it is presented) for payment more than 30 days after the Relevant Date except to the extent that the holder of it would have been entitled to such Additional Amounts on presenting it for payment on the thirtieth such day or (c) Dutch Withholding Tax Act 2021: where such deduction or withholding is required to be made pursuant to the Dutch Withholding Tax Act 2021 (Wet bronbelasting 2021) or (d) Failure to Provide Documentation: where such deduction or withholding would not have been imposed but for the failure of the holder or any other person to comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the Relevant Jurisdiction of the holder or beneficial owner of the Notes, if and to the extent that the holder or any other person is legally entitled to do so and due and timely compliance is required by statute, by regulation of the Relevant Jurisdiction or any taxing authority therein or by an applicable income tax treaty to which the Relevant Jurisdiction is a party as a precondition to exemption from such deduction or withholding or (e) U.S. Withholding Tax: with respect only to a Substituted Debtor which is a U.S. Subsidiary: (i) Certain Corporations: to, or to a third party on behalf of, a holder who is or has been a personal holding company, a passive foreign investment company or a controlled foreign corporation for U.S. federal income tax purposes, a foreign tax-exempt organization, or a corporation that has accumulated earnings to avoid U.S. federal income tax or (ii) Ten Percent Shareholders: to, or to a third party on behalf of, a holder who is or has been a “10-percent shareholder”, as defined in Section 871(h)(3) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) or any successor provision, of such Substituted Debtor or (iii) Certain Banks: to, or to a third party on behalf of, a holder who is a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the A45671192 11 4840-6278-3995 v.2 ordinary course of its trade or business, within the meaning of Section 881(c)(3) of the Code or any successor provision. As used in these Terms and Conditions, “Relevant Date” in respect of any Note means the date on which payment in respect of it first becomes due or (if any amount of the money payable is improperly withheld or refused) the date on which payment in full of the amount outstanding is made or (if earlier) the date seven days after that on which notice is duly given to the Noteholders that, upon further presentation of the Note being made in accordance with the Terms and Conditions, such payment will be made, provided that payment is in fact made upon such presentation. References in these Terms and Conditions to (i) “principal” shall be deemed to include any premium payable in respect of the Notes, its principal amount, redemption amount and all other amounts in the nature of principal payable pursuant to Section 7 or any amendment or supplement to it, (ii) “interest” shall be deemed to include all scheduled payments of interest and all other amounts payable pursuant to Section 2 or any amendment or supplement to it and (iii) “principal” and/or “interest” shall be deemed to include any Additional Amounts that may be payable under this Section. References in these Terms and Conditions to “U.S. Subsidiary” means an entity Controlled by JDE Peet’s that is organized under the laws of the United States, any state thereof or the District of Columbia. Notwithstanding any other provision in these Terms and Conditions, in no event will the Issuer or any of the Guarantors be required to pay any Additional Amounts in respect of the Notes for, or on account of, any withholding or deduction required pursuant to an agreement described in Section 1471(b) of the Code or otherwise imposed pursuant to Sections 1471 through 1474 of the Code, any regulations or agreements thereunder, or any official interpretations thereof, or any law implementing an intergovernmental approach thereto. Upon the reasonable request of the Issuer, each beneficial owner of a book-entry interest in any Notes and the Issuer shall use commercially reasonable efforts to complete any procedural formalities necessary for the Issuer and Guarantors to obtain authorization to make payments without (or with a lower rate of) any deduction or withholding for taxes imposed by the United States, provided such beneficial owner is legally entitled to do so. 9 Events of Default (a) If any of the following events (“Events of Default”) occurs, the holder of any Note may give written notice to the Fiscal Agent at its specified office that such Note is immediately repayable, whereupon the principal amount of such Note together (if applicable) with accrued interest to the date of payment shall become immediately due and payable: (i) Non-Payment: default is made (i) for more than 30 days in the payment on the due date of interest or (ii) in the payment on the due date of principal in respect of any of the Notes or (ii) Breach of Other Obligations: the Issuer or any of the Guarantors does not perform or comply with any one or more of its other obligations in the Notes which default is incapable of remedy or is not remedied within 45 days after notice of such default shall have been given to the Fiscal Agent at its specified office by any Noteholder or (iii) Cross-Default: (A) any Capital Markets Indebtedness of the Issuer or any Guarantor or any Material Subsidiary becomes (or becomes capable of being declared) due and payable prior to its stated maturity by reason of any actual or potential default, event of default or the like (howsoever described), or (B) any such Capital Markets Indebtedness is not paid when due or, as the case may be, within any originally applicable grace period, or (C) the Issuer, any Guarantor or any Material Subsidiary fails to pay when due any amount payable A45671192 12 4840-6278-3995 v.2 by it under any present or future guarantee for, or indemnity in respect of, any moneys borrowed or raised, provided that the aggregate amount of the relevant indebtedness, guarantees and indemnities in respect of which one or more of the events mentioned above in this paragraph (iii) have occurred equals or exceeds €100,000,000 or its equivalent or (iv) Enforcement Proceedings: an executory attachment (executoriaal beslag) or an interlocutory attachment (conservatoir beslag) is made, or another attachment, distress, execution or other legal process under any law is levied, enforced or sued out on or against any of the property, assets or revenues of the Issuer, any of the Guarantors or any of their respective Material Subsidiaries representing an amount equal to or exceeding €100,000,000 and is not cancelled, withdrawn, discharged or stayed within 90 days or (v) Security Enforced: any mortgage, charge, pledge, lien or other encumbrance, present or future, created or assumed by the Issuer or any Guarantor or any Material Subsidiary representing an amount equal to or exceeding €100,000,000 becomes enforceable and any step is taken to enforce it (including the taking of possession or the appointment of a receiver, administrative receiver, administrator manager or other similar person) or (vi) Insolvency: suspension of payments (surseance van betaling) or bankruptcy (faillissement) proceedings or similar proceedings under any law are initiated or applied for by the Issuer, any Guarantor or any Material Subsidiary or by a third party in respect of the Issuer, any Guarantor or any Material Subsidiary, and, in the case of a third party application, not discharged within 60 days, or the Issuer, any Guarantor or any Material Subsidiary is (or is, or could be, deemed by law or a court to be) insolvent or bankrupt or unable to pay its debts under any applicable law, stops, suspends or threatens to stop or suspend payment of all or any part of (or of a particular type of) its debts, proposes or makes a general assignment or an arrangement or composition with or for the benefit of the relevant creditors in respect of any of such debts or a moratorium is agreed or declared or comes into effect in respect of or affecting all or any part of (or of a particular type of) the debts of the Issuer, any Guarantor or any Material Subsidiary, or any such measures are officially decreed, under any applicable law or (vii) Winding-up: an order is made or an effective resolution passed for the winding-up, administration, dissolution or liquidation of the Issuer, any Guarantor or any Material Subsidiary, or the Issuer, any Guarantor or any Material Subsidiary shall apply or petition for a winding-up or administration order in respect of itself, in each case except for the purpose of and followed by a reconstruction, amalgamation, reorganisation, merger, demerger or consolidation (i) on terms approved with the consent of the Noteholders or (ii) in the case of a Guarantor or a Material Subsidiary, under a solvent winding-up pursuant to a shareholders’ resolution or an intra-group reorganization whereby the undertaking and assets of the Guarantor or Material Subsidiary are transferred to or otherwise vested in, and its liabilities are assumed by JDE Peet’s or one or more entities Controlled by JDE Peet’s or (viii) Illegality: it is or will become unlawful for the Issuer or any of the Guarantors to perform or comply with any one or more of its obligations under any of the Notes or the relevant Guarantee, as the case may be or (ix) Guarantee: a Guarantee is not (or is claimed by any of the Guarantors not to be) in full force and effect in accordance with its terms for any reason, except pursuant to these Terms and Conditions or terms of the Guarantee governing the release of the Guarantee or the satisfaction in full of all the obligations thereunder. --- ![Slide 12]() > **Source slide transcript** > > A45671192 13 4840-6278-3995 v.2 (b) if an Event of Default occurs and is continuing, then and in each and every such case (other than an Event of Default specified in paragraph (vi) of Section 9 (a) above with respect to the Issuer or any of the Guarantors), unless the principal of the Notes shall have already become due and payable, the holders of not less than 25% in aggregate principal amount of the Notes then outstanding, by notice in writing to the Issuer, the Guarantors and the Fiscal and Paying Agent, may declare the entire principal amount of the Notes then outstanding and interest accrued and unpaid thereon, if any, to be due and payable. (c) If an Event of Default described in paragraph (vi) of Section 9 (a) above occurs with respect to the Issuer or any of the Guarantor and is continuing, the principal amount of and accrued and unpaid interest on the Notes then outstanding shall become immediately due and payable, without any declaration or other act on the part of the Fiscal and Paying Agent or any holder. Under certain circumstances, the holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Issuer, the Guarantor and the Fiscal and Paying Agent, may waive defaults and rescind and annul declarations of acceleration and its consequences, but no such waiver or rescission and annulment shall extend to or shall affect any subsequent default or shall impair any right consequent thereon. (d) The holders of a majority in aggregate principal amount of the Notes then outstanding will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Fiscal and Paying Agent, or exercising any trust or power conferred on the Fiscal and Paying Agent, in respect of such series subject to certain limitations to be specified in the Fiscal and Paying Agency Agreement. 10 Discharge and Defeasance (a) The Issuer and the Guarantors will have the option either (i) to be deemed to have paid and discharged the entire indebtedness represented by, and obligations under, the Notes and to have satisfied all the obligations under the relevant Guarantee and the Fiscal and Paying Agency Agreement relating to the Notes (except for certain obligations, including those relating to the defeasance trust and obligations to register the transfer or exchange of Notes, to replace mutilated, destroyed, lost or stolen Notes and to maintain paying agencies) on the 91st day after the applicable conditions described below have been satisfied or (ii) to be released from their obligations to comply with certain covenants under the Fiscal and Paying Agency Agreement, and any non-compliance with such covenants and the occurrence of certain events described above under Section 10 will not give rise to any Event of Default under the Notes or the Fiscal and Paying Agency Agreement, at any time after the applicable conditions described below have been satisfied. (b) In order to exercise either defeasance option, the Issuer or the relevant Guarantor must (i) irrevocably deposit with the Fiscal and Paying Agent, money or Government Obligations for the payment of principal of and interest on the outstanding Notes to and including the Redemption Date irrevocably designated by the Issuer or the relevant Guarantor on or prior to the date of deposit of such money or Government Obligations, and (ii) comply with certain other conditions, including delivering to the Fiscal and Paying Agent an opinion of U.S. counsel to the effect that beneficial owners of the Notes will not recognize income, gain or loss for United States federal income tax purposes as a result of the exercise of such defeasance and will be subject to United States federal income tax on the same amounts and in the same manner and at the same times as would have been the case if such defeasance had not occurred and which opinion, in the case of defeasance described in (a) in the preceding paragraph, must state that such opinion is based on a ruling received from or published by the United States Internal Revenue Service or on a change of law after the Issue Date. A45671192 14 4840-6278-3995 v.2 “Government Obligations” as used herein means securities that are (a) direct obligations of the United States for the payment of which its full faith and credit is pledged or (b) obligations of a person controlled or supervised by and acting as an agency or instrumentality of the United States, the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States that, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any such Government Obligation or a specific payment of principal of or interest on any such Government Obligation held by such custodian for the account of the holder of such depositary receipt; provided, however, that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the Government Obligation or the specific payment of principal of or interest on the Government Obligation evidenced by such depositary receipt. 11 Modification and Waiver (a) Without Consent of Noteholders The Issuer, the Guarantors and the Fiscal and Paying Agent may, without notice to or the consent of the holders of the Notes at any time outstanding under the Fiscal and Paying Agency Agreement, from time to time and at any time, enter into a fiscal and paying agency agreement or fiscal and paying agency agreement supplemental thereto: (i) to convey, transfer, assign, mortgage, or pledge to the holders of the Notes or any person acting on their behalf as security for the Notes any property or assets; (ii) to evidence the succession of another person to the Issuer or the Guarantor or successive successions, and the assumption by the successor person(s) of the covenants, agreements and obligations of the Issuer or the Guarantors, as applicable, pursuant to the Fiscal and Paying Agency Agreement; (iii) to add an additional entity as Guarantor of the Notes or co-Issuer of the Notes; (iv) to evidence and provide for the acceptance of appointment of a successor or successors to the Fiscal and Paying Agent and/or the Paying Agent, Transfer Agent and Registrar, as applicable; (v) to add to the covenants of the Issuer or the Guarantors such further covenants, restrictions, conditions or provisions as the Issuer or the Guarantors shall consider to be for the protection of the holders of the Notes issued pursuant to the Fiscal and Paying Agency Agreement, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default under the Notes permitting the enforcement of all or any of the several remedies provided in the Fiscal and Paying Agency Agreement; provided that, in respect of any such additional covenant, restriction, condition or provision, such supplemental fiscal and paying agency agreement may provide for a particular period of grace after default (which may be shorter or longer than that allowed in the case of other defaults) or may limit the remedies available upon such an Event of Default; (vi) to modify the restrictions on, and procedures for, resale and other transfers of the Notes pursuant to law, regulation or practice relating to the resale or transfer of restricted securities generally; A45671192 15 4840-6278-3995 v.2 (vii) to cure any ambiguity or to correct or supplement any provision contained in the Fiscal and Paying Agency Agreement which may be defective or inconsistent with any other provision contained therein or to make such other provision in regard to matters or questions arising under the Fiscal and Paying Agency Agreement as the Issuer or the Guarantor or the Fiscal and Paying Agent may deem necessary or desirable and which will not, in the opinion of the Issuer or the Guarantors, adversely affect the rights and interests of the holders of the Notes in any material respect; (viii) to issue an unlimited aggregate principal amount of Notes under the Fiscal and Paying Agency Agreement or to “reopen” the Notes and create and issue additional notes having identical terms and conditions as the Notes (or in all respects except for the issue date, issue price, payment of interest accruing prior to the issue date of such additional notes and/or the first payment of interest following the issue date of such additional notes) so that the additional notes are consolidated and form a single series with the outstanding Notes; and (ix) to modify the Fiscal and Paying Agency Agreement in any other manner which does not adversely affect the terms of the Notes or the rights and interests of the holders thereof. (b) With Consent of Noteholders The Issuer, the Guarantors and the Fiscal and Paying Agent may, with the consent of the holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding under the Fiscal and Paying Agency Agreement (including consents obtained in connection with a tender offer or exchange offer for the Notes), from time to time and at any time, enter into a fiscal and paying agency agreement or fiscal and paying agency agreement supplemental thereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Notes or of modifying in any manner the rights and interests of the holders of the Notes; provided, that no such fiscal and paying agency agreement may, without the consent of the holder of each of the Notes so affected: (i) change the stated maturity of the Notes, or the date for payment of any principal of, or installment of interest on, any Note; or (ii) reduce the principal amount of, or the rate or amount of interest on, any Note or Additional Amounts payable with respect thereto or reduce the amount payable thereon in the event of redemption or default; or (iii) change the currency of payment of principal of, or interest on, any Note or Additional Amounts payable with respect thereto; or (iv) change the obligation of the Issuer or the Guarantors to pay Additional Amounts (except as otherwise permitted by such Note); or (v) impair the right to institute suit for the enforcement of any such payment on or with respect to any Note; or (vi) reduce the percentage of the aggregate principal amount of the Notes outstanding the consent of whose holders is required for any such supplemental fiscal and paying agency agreement; or (vii) modify or change any provision of the Fiscal and Paying Agency Agreement affecting the ranking of the Notes in a manner adverse to the holders of the Notes; or (viii) reduce the aggregate principal amount of any Note outstanding necessary to modify or amend the Fiscal and Paying Agency Agreement or any such Note or the relevant Guarantees or to A45671192 16 4840-6278-3995 v.2 waive any future compliance or past default or reduce the quorum requirements or the percentage of aggregate principal amount of any Notes outstanding required for the adoption of any action at any meeting of holders of such Notes or to reduce the percentage of the aggregate principal amount of such Notes outstanding necessary to rescind or annul any declaration of the principal of all accrued and unpaid interest on any Note to be due and payable; or (ix) release a Guarantor from any of its obligations under the relevant Guarantees (other than as provided under Section 5 of these Terms and Conditions); or (x) modify or change any provision or the relevant Guarantees adversely affecting the ranking of the relevant Guarantee in a manner adverse to the holders of the Notes or otherwise materially impairing such Guarantee; provided, that no consent of any holder of any Note shall be necessary to permit the Fiscal and Paying Agent, the Issuer and the Guarantors to execute supplemental fiscal and paying agency agreement as described under Section (a) above. (c) Any modifications, amendments or waivers to the Fiscal and Paying Agency Agreement or to the Terms and Conditions of the Notes will be conclusive and binding on all holders of the Notes, whether or not they have consented to such action or were present at the meeting at which such action was taken, and on all future holders of the Notes, whether or not notation of such modifications, amendments or waivers is made upon such Notes. Any instrument given by or on behalf of any holder of such a Note in connection with any consent to any such modification, amendment or waiver will be irrevocable once given and will be conclusive and binding on all subsequent registered holders of such Note. 12 Issuer Substitution (a) The Issuer may, and the Noteholders hereby irrevocably agree in advance that the Issuer may, without any further consent of the Noteholders being required, when no payment of principal of any of the Notes or interest on any of the Notes is in default, be replaced and substituted by any of the Guarantors or any directly or indirectly wholly owned subsidiary JDE Peet’s (the “Substituted Debtor”) as principal debtor in respect of the Notes provided that such documents shall be executed by the Substituted Debtor and the Issuer as may be necessary to give full effect to the substitution (together the “Substitution Documents”) and: (i) (without limiting the generality of the foregoing) pursuant to the Substitution Documents (i) the Substituted Debtor shall undertake in favor of each Noteholder to be bound by the Terms and Conditions and the provisions of the Agency Agreement as fully as if the Substituted Debtor had been named in the Notes and the Agency Agreement as the principal debtor in respect of the Notes in place of the Issuer and (ii) JDE Peet’s shall guarantee, which guarantee shall be unconditional and irrevocable, (the “Parent Guarantee”) in favor of each Noteholder the payment of all sums payable (including any Additional Amounts payable pursuant to Section 8) in respect of the Notes; (iii) the Substitution Documents shall contain a warranty and representation by the Substituted Debtor and the Issuer (a) that each of the Substituted Debtor and the Issuer has obtained all necessary governmental and regulatory approvals and consents for such substitution and the performance of its obligations under the Substitution Documents, and that all such approvals and consents are in full force and effect and (b) that the obligations assumed by each of the Substituted Debtor and the Issuer under the Substitution Documents are all valid and binding in accordance with their respective terms and enforceable by each Noteholder; --- ![Slide 13]() > **Source slide transcript** > > A45671192 17 4840-6278-3995 v.2 (vi) the Issuer shall have delivered to the Fiscal Agent or procured the delivery to the Fiscal Agent of a legal opinion from a reputable firm or firms of lawyers in respect of the laws of the jurisdiction of the Issuer, the Substituted Debtor and the State of New York, to the effect that the Substitution Documents (including the Parent Guarantee, if applicable) constitute legal, valid and binding obligations of the Substituted Debtor and, if applicable, the Issuer under New York law, such opinion(s) to be dated not more than three days prior to the date of substitution of the Substituted Debtor for the Issuer and to be available for inspection by Noteholders at the specified office of the Fiscal Agent. (b) Upon the execution of the Substitution Documents as referred to in Section 12(a) above, the Substituted Debtor shall be deemed to be named in the Notes as the principal debtor in place of the Issuer and the Notes shall thereupon be deemed to be amended to give effect to the substitution. The execution of the Substitution Documents shall operate to release the Issuer as issuer from all of its obligations as principal debtor in respect of the Notes save that any claims under the Notes arising against the Issuer prior to its release shall inure to the benefit of Noteholders. (c) The Substitution Documents shall be deposited with and held by the Fiscal Agent for so long as any Notes remain outstanding and for so long as any claim made against the Substituted Debtor by any Noteholder in relation to the Notes or the Substitution Documents is not finally adjudicated, settled or discharged. The Substituted Debtor and the Issuer shall acknowledge in the Substitution Documents the right of every Noteholder to the production of the Substitution Documents for the enforcement of any of the Notes or the Substitution Documents. (d) Not later than 15 days after the execution of the Substitution Documents, the Substituted Debtor shall give notice thereof to the Noteholders in accordance with Section 14. (e) Upon the notice referred to in Section 12(d) above being given and without prejudice to the efficacy of the substitution the Issuer and the Substituted Debtor will use best efforts to provide such information in respect of the Substituted Debtor as may reasonably be requested by a Noteholder as part of its on-boarding procedures. (f) In connection with any proposed substitution pursuant to this Section 12, the Issuer (or previously substituted company, as the case may be) or Substituted Debtor shall not be required to have regard to, or be in any way liable for, the consequences of such substitution for individual Noteholders resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory. No Noteholder shall, in connection with any such substitution, be entitled to claim from the Issuer (or previously substituted company, as the case may be) or Substituted Debtor any indemnification or payment in respect of any tax consequence of any such substitution upon such individual Noteholders, except to the extent already provided in Section 8 as modified in accordance with the following paragraph. 13 Restrictions on Transfer The Initial Purchasers propose to resell the Rule 144A Notes (as defined below) to certain institutions in the United States in reliance upon Rule 144A under the Securities Act. Notes that are initially offered and sold in the United States to “qualified institutional buyers” or “QIBs” (the “Rule 144A Notes”) may not be sold or otherwise transferred except, in the United States, pursuant to registration under the Securities Act (which the Issuer is not obliged to do) or in accordance with Rule 144A or, outside the United States, pursuant to Rule 904 of Regulation S thereunder (the “Regulation S Notes”), and the relevant Global Notes will bear a legend to this effect. A45671192 18 4840-6278-3995 v.2 14 Notices (a) All notices regarding the Notes will be deemed to be validly given if sent by first class mail or (if posted to an address overseas) by airmail to the holders (or the first named of joint holders) at their respective addresses recorded in the Register (as defined in the Fiscal and Paying Agency Agreement) and will be deemed to have been given on the fourth day after mailing. (b) Until such time as any definitive Notes are issued, there may, so long as any Global Notes representing the Notes are held in their entirety on behalf of DTC, be substituted for such notice the delivery of the relevant notice to DTC for communication by them to the holders of the Notes. Any such notice shall be deemed to have been given to the holders of the Notes on the fourth day after the day on which the said notice was given to DTC. (c) Notices to be given by any Noteholder shall be in writing and given by lodging the same, together (in the case of any Note in definitive form) with a copy of the relevant Note or Notes, with the Registrar. While the Notes are represented by a Global Note, such notice may be given by any holder of a Note to the Fiscal and Paying Agent or the Registrar through DTC, as the case may be, in such manner as the Fiscal and Paying Agent, the Registrar and/or DTC, as the case may be, may approve for this purpose. 15 Consent to Service Each of the Issuer and the Guarantors will initially designate Peet’s Coffee, with registered offices on the date hereof at c/o Registered Agent Solutions, Inc., 7228 Hanover Green Drive, Mechanicsville, Virginia, 23111 (USA) as its authorized agent for service of process in any legal suit, action or proceeding arising out of or relating to the performance of their respective obligations under the Fiscal and Paying Agency Agreement, the Notes or the Guarantees brought in any state or federal court in the Borough of Manhattan, The City of New York, and will irrevocably submit (but for those purposes only) to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding. 16 Governing Law The Fiscal and Paying Agency Agreement, the Notes and the Guarantees shall be governed by and construed in accordance with the laws of the State of New York. 17 Regarding the Fiscal and Paying Agent In acting under the Fiscal and Paying Agency Agreement and in connection with the Notes, the Fiscal and Paying Agent is acting solely as agent of the Issuer and the Guarantors and does not assume any obligation towards or relationship of agency or trust for or with the owners or holders of the Notes, except that any funds held by the Fiscal and Paying Agent for payment of principal of or interest on the Notes or Additional Amounts with respect thereto shall be held by it for such owners and such holders and applied as set forth in the Notes, but need not be segregated from other funds held by it except as required by law. For a description of the duties and immunities and rights of the Fiscal and Paying Agent under the Fiscal and Paying Agency Agreement, reference is made to the Fiscal and Paying Agency Agreement, and the obligations of the Fiscal and Paying Agent are subject to such immunities and rights. Schedule 4 Terms and Conditions of the 2031 Notes A45669935/0.43/23 Sep 2021 31 4826-8141-6443 v.3 Terms and Conditions of the 2031 Notes 1 Definitions Additional Amounts has the meaning set forth in Section 8 Adjusted EBIT has the meaning set forth in Section 6(b)(ii) Business Day has the meaning set forth in Section 1(b) Capital Markets Indebtedness has the meaning set forth in Section 6(b)(i) Change of Control has the meaning set forth in Section 7.2(b)(i) Change of Control Period has the meaning set forth in Section 7.2(g)(i) Change of Control Put Date has the meaning set forth in Section 7.2(d) Change of Control Put Event has the meaning set forth in Section 7.2(b) Change of Control Put Event Notice has the meaning set forth in Section 7.2(c) Change of Control Put Notice has the meaning set forth in Section 7.2(d) Change of Control Put Option has the meaning set forth in Section 7.2(a) Change of Control Put Period has the meaning set forth in Section 7.2(d) Code has the meaning set forth in Section 8 Comparable Treasury Issue has the meaning set forth in Section 7.1(b)(i) Comparable Treasury Price has the meaning set forth in Section 7.1(b)(ii) DTC has the meaning set forth in Section 2(d) Events of Default has the meaning set forth in Section 9(a) Facilities has the meaning set forth in Section 5(c) Fiscal Agent has the meaning set forth in Section 1(a) Fiscal and Paying Agency Agreement has the meaning set forth in Section 1(a) Fiscal and Paying Agent has the meaning set forth in Section 1(a) Fitch has the meaning set forth in Section 7.2(g)(ii) Further Issue has the meaning set forth in Section 4(a) Global Notes has the meaning set forth in Section 3 Government Obligations has the meaning set forth in Section 10 Guarantees has the meaning set forth in Section 5(a) Guarantors has the meaning set forth in Section 1(a) Holder has the meaning set forth in Section 1(b) Independent Investment Banker has the meaning set forth in Section 7.1(b)(iii) Investment Grade Rating has the meaning set forth in Section 7.2(b)(ii)(A) interest has the meaning set forth in Section 8 --- ![Slide 14]() > **Source slide transcript** > > A45671192 2 4826-8141-6443 v.3 Interest Payment Date has the meaning set forth in Section 2(b) Issue Date has the meaning set forth in Section 1(a) Issuer has the meaning set forth in Section 1(a) JDE International has the meaning set forth in Section 1(a) Maturity Date has the meaning set forth in Section 2(a) Material Subsidiary has the meaning set forth in Section 6(b)(ii) Moody’s has the meaning set forth in Section 7.2(g)(ii) Noteholder has the meaning set forth in Section 1(b) Notes has the meaning set forth in Section 1(a) Par Call Redemption Date has the meaning set forth in Section 7.1(b)(iv) Paying Agent has the meaning set forth in Section 1(a) Peet’s Coffee has the meaning set forth in Section 1(a) person has the meaning set forth in Section 1(b) Premium has the meaning set forth in Section 7.1(b)(v) principal has the meaning set forth in Section 8 Primary Treasury Dealer has the meaning set forth in Section 7(b)(vi) Qualified Institutional Buyers or QIBs has the meaning set forth in Section 13 Rating Agency has the meaning set forth in Section 7.2(g)(ii) Record Date has the meaning set forth in Section 2(b) Redemption Date has the meaning set forth in Section 7.1(b)(v) Reference Treasury Dealer has the meaning set forth in Section 7.1(b)(vi) Reference Treasury Dealer Quotation has the meaning set forth in Section 7.1(b)(vii) Registered Holder has the meaning set forth in Section 1(b) Registrar has the meaning set forth in Section 1(a) Regulation S Notes has the meaning set forth in Section 13 Relevant Announcement Date has the meaning set forth in Section 7.2(b)(ii) Relevant Date has the meaning set forth in Section 8 Relevant Jurisdiction has the meaning set forth in Section 7.3(b) Relevant Potential Change of Control Announcement has the meaning set forth in Section 7.2(g)(iii) Remaining Scheduled Payments has the meaning set forth in Section 7.1(b)(viii) Rule 144A Notes has the meaning set forth in Section 13 S&P has the meaning set forth in Section 7.2(g)(ii) Substituted Debtor has the meaning set forth in Section 12(a) Substitution Documents has the meaning set forth in Section 12(a) A45671192 3 4826-8141-6443 v.3 Transfer Agent has the meaning set forth in Section 1(a) Treasury Rate has the meaning set forth in Section 7.1(b)(ix) Trust Indenture Act has the meaning set forth in Section 1(a) U.S. Subsidiary has the meaning set forth in Section 8 1 General (a) The U.S.$500,000,000 2.250% Notes due 2031 (the “Notes”), will be issued on or about September 24, 2021 (the “Issue Date”) in registered form and treated as a separate series of debt securities under a fiscal and paying agency agreement dated as of September 24, 2021 (the “Fiscal and Paying Agency Agreement”), between JDE Peet’s N.V. (“JDE Peet’s” and, in its capacity as issuer, the “Issuer”, which term shall include any Substituted Debtor hereunder following the execution of the Substitution Documents as referred to in Section 12(a)), JACOBS DOUWE EGBERTS International B.V. (“JDE International”) and Peet’s Coffee, Inc. (“Peet’s Coffee”, and together with JDE International, the “Guarantors”, which term shall include any Guarantor added (including JDE Peet’s following the execution of the Substitution Documents as referred to in Section 12(a)) and shall exclude any Guarantor released, in each case, in accordance with Section 5(c)) and Deutsche Bank Trust Company Americas as fiscal agent, paying agent, transfer agent and registrar (referred to in each such several capacities as the “Fiscal and Paying Agent”, the “Fiscal Agent”, the “Paying Agent”, the “Transfer Agent” and the “Registrar”). The Fiscal and Paying Agency Agreement will not be qualified under the U.S. Trust Indenture Act of 1939 (the “Trust Indenture Act”) and will not incorporate by reference the provisions of the Trust Indenture Act. Consequently, the holders of Notes generally will not be entitled to the protections provided under the Trust Indenture Act to holders of debt securities issued under a qualified indenture. (b) The terms “holder”, “Noteholder” and other similar terms refer to a “registered holder” of Notes, and not to a beneficial owner of a book-entry interest in any Notes, unless the context otherwise clearly requires. A “Business Day” refers to any day which is not, in London, Amsterdam or New York City, or any other place of payment, a Saturday, Sunday, legal holiday or a day on which banking institutions are authorized or obligated by law or regulation to close, and a “person” refers to any individual, corporation, partnership, joint venture, association, limited liability company, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof. 2 Principal, Maturity and Interest (a) The Notes are initially issuable in an aggregate principal amount of U.S.$500,000,000 and will mature on September 24, 2031 (the “Maturity Date”). (b) The Notes will bear interest at a rate of 2.250% per annum from the Issue Date or from the most recent interest payment date to which interest has been paid or provided for, payable semi-annually in arrears on March 24 and September 24, commencing on March 24, 2022 (each, an “Interest Payment Date”) until the Maturity Date, to the person in whose name the Note is registered at the close of business on March 9 and September 9, whether or not a Business Day, as defined below (a “Record Date”), notwithstanding any transfer or exchange of such Notes subsequent to the Record Date and prior to such Interest Payment Date. Interest on the Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months or in the case of an incomplete month, the exact number of days elapsed. (c) If the day on which any interest payment, principal payment or payment of Additional Amounts is to be made is not a Business Day, that interest payment, principal payment or Additional Amounts A45671192 4 4826-8141-6443 v.3 payment will be postponed to the following day that is a Business Day, and no further interest or other amounts will be paid or be payable in connection therewith. (d) The rights of holders of beneficial interests in the Notes to receive the payments of interest on the Notes are subject to applicable procedures of the book-entry depositary and The Depository Trust Company (“DTC”), as applicable. 3 Form and Denomination The Notes will be issued in fully registered form and only in minimum denominations of U.S.$150,000 and integral multiples of U.S.$1,000 in excess thereof. The Notes will be represented by global notes (“Global Notes”) registered in the name of the DTC or in the name of its nominee. 4 Further Issues (a) The aggregate principal amount of Notes issuable under the Fiscal and Paying Agency Agreement is unlimited. The Issuer may, from time to time, without notice to or the consent of the holders of the Notes, “reopen” the Notes and create and issue additional notes having identical terms and conditions as the Notes (or in all respects except for the issue date, issue price, the payment of interest accruing prior to the issue date of such additional notes and/or the first payment of interest following the issue date of such additional notes) so that the additional notes may be consolidated and form a single series of notes with the Notes (a “Further Issue”). (b) The Issuer will not issue any additional notes that have the same CUSIP, ISIN or other identifying number as the outstanding Notes unless the additional notes are issued (i) with not more than a de minimis amount of original issue discount for U.S. federal income tax purposes or (ii) in a “qualified reopening” for U.S. federal income tax purposes. 5 Guarantee and Status (a) Guarantees: Each of the Guarantors has unconditionally and irrevocably guaranteed (subject to the provisions of Section 5(c) below) the due payment of all sums expressed to be payable by the Issuer under the Notes. Its obligations in that respect (each a “Guarantee”, and together the “Guarantees”) are contained in the Guarantee. (b) Status of Notes and Guarantees: The Notes constitute (subject to Section 6) unsecured obligations of the Issuer and shall at all times rank pari passu and without any preference among themselves. The payment obligations of the Issuer under the Notes and of the Guarantors under the Guarantees shall, save for such exceptions as may be provided by applicable legislation and subject to Section 6, at all times rank at least equally with all other unsecured and unsubordinated indebtedness and monetary obligations of the Issuer and each of the Guarantors respectively, present and future. (c) Release of a Guarantor: Pursuant to its terms, each Guarantee (but not any payment obligation under a Guarantee which has already become due and payable) will be automatically and unconditionally released (and thereupon shall terminate and be discharged and be of no further force and effect) at any time when the relevant Guarantor is no longer a guarantor under the Facilities (as defined below), provided that, if under the Facilities, a new guarantee is granted, the Issuer will procure that substantially the same guarantee will also be granted in respect of the obligations under the Notes for the benefit of the Noteholders. “Facilities” means (i) JDE Peet’s’ €1.5 billion revolving credit facility dated 5 March 2021, as amended, restated, modified, extended, renewed and/or supplemented or as refinanced or replaced from time to time, made between, among others, JDE Peet’s, the Guarantors and the Lenders as defined and named therein, and (ii) the JDE Peet’s’ €1.3 billion term loans dated 5 March 2021, A45671192 5 4826-8141-6443 v.3 as amended, restated, modified, extended, renewed and/or supplemented or as refinanced or replaced from time to time, made between, among others, JDE Peet’s, the Guarantors and the Lenders as defined and named therein. (d) Notice of change of Guarantors: Notice of any release of a Guarantor or any grant of a new guarantee pursuant to Section 4(c) will be given to Noteholders in accordance with Section 14, no later than 14 days after such release or grant, as the case may be. 6 Negative Pledge (a) So long as any Note remains outstanding (as defined in the Fiscal and Paying Agency Agreement) neither the Issuer nor any of the Guarantors will, and each will ensure that none of its Material Subsidiaries will create, or have outstanding, (other than by operation of law) any mortgage, charge, lien, pledge or other security interest, upon the whole or any part of its present or future undertaking, assets or revenues (including any uncalled capital) to secure any Capital Markets Indebtedness or to secure any guarantee or indemnity in respect of any Capital Markets Indebtedness without at the same time or prior thereto according to the Notes either (1) the same security as is created or subsisting to secure any such Capital Markets Indebtedness, guarantee or indemnity or (2) such other security (if any) as shall be approved with the consent of the Noteholders. (b) In these Terms and Conditions: (i) “Capital Markets Indebtedness” means any indebtedness for borrowed money, present or future, of the Issuer, any of the Guarantors in the form of Notes or bond or similar capital markets instruments with an original maturity of more than one year, which can ordinarily be traded on any stock exchange or other recognized securities market; and (ii) “Material Subsidiary” means any entity Controlled by JDE Peet’s the adjusted consolidated earnings before interest and taxes (“Adjusted EBIT”) of which represents 10% or more of JDE Peet’s’ consolidated Adjusted EBIT as reflected in the JDE Peet’s’ most recent annual audited financial statements, provided that, in the case of an entity Controlled by the JDE Peet’s acquired by the JDE Peet’s during or after the financial year shown in the JDE Peet’s’ most recent annual audited financial statements, such calculation shall be made on the basis of the contribution of the entity Controlled by the JDE Peet’s considered on a pro forma basis as if it had been acquired at the beginning of the relevant period, with the pro forma calculation (including any adjustments) being made by the JDE Peet’s acting in good faith. “Control” means (1) the direct or indirect ownership (beneficial or otherwise) of more than 50% of the voting stock of an entity measured by voting power rather than number of shares, or (2) the power to appoint or remove all or the majority of the directors or other equivalent officers of an entity. 7 Early Redemption and Repurchase 7.1 Early Redemption at the Option of the Issuer (a) The Issuer may redeem the Notes, in whole or in part, at the Issuer’s option, at any time and from time to time. If the Issuer elects to redeem the Notes prior to the Par Call Redemption Date, the Issuer will pay a redemption price for the Notes equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed and (ii) the Premium (as defined below). If the Issuer elects to redeem the Notes on or after the Par Call Redemption Date, the Issuer will pay a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest thereon to, but not including, the Redemption Date. (b) In connection with such optional redemption the following defined terms apply: --- ![Slide 15]() > **Source slide transcript** > > A45671192 6 4826-8141-6443 v.3 (i) “Comparable Treasury Issue” means the United States Treasury security selected by the Independent Investment Banker that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes to be redeemed (assuming that such Notes to be redeemed matured on the Par Call Redemption Date). (ii) “Comparable Treasury Price” means, with respect to any Redemption Date, the average of the Reference Treasury Dealer Quotations for that Redemption Date. (iii) “Independent Investment Banker” means one of the Reference Treasury Dealers (as defined below) appointed by the Issuer to act as the “Independent Investment Banker”. (iv) “Par Call Redemption Date” means the date that is 3 months prior to the Maturity Date. (v) “Premium” means, as determined by the Independent Investment Banker, the sum of the present values of the applicable Remaining Scheduled Payments (as defined below) discounted to the date of redemption (the “Redemption Date”) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months or, in the case of an incomplete month, the number of days elapsed) at the Treasury Rate (as defined below) plus 15 basis points, together with accrued and unpaid interest on the principal amount of the Notes to be redeemed to the Redemption Date. (vi) “Reference Treasury Dealers” means BofA Securities, Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and a Primary Treasury Dealer (as defined below) selected by Santander Investment Securities Inc. and their respective successors and one other nationally recognized investment banking firms that are Primary Treasury Dealers selected by the Issuer; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Issuer shall substitute therefor another nationally recognized investment banking firm that is a Primary Treasury Dealer. (vii) “Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third Business Day preceding that Redemption Date. (viii) “Remaining Scheduled Payments” means, with respect to each Note to be redeemed, the remaining scheduled payments of the principal thereof and interest thereon that would be due (assuming for this purpose that the Notes matured on the Par Call Redemption Date) after the related Redemption Date but for such redemption; provided, however, that if that Redemption Date is not an Interest Payment Date with respect to such Notes, the amount of the next succeeding scheduled interest payment thereon will be deemed reduced by the amount of interest accrued thereon to that Redemption Date. (ix) “Treasury Rate” means, with respect to any Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity (computed as of the third Business Day immediately preceding that Redemption Date) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that Redemption Date. (c) Notice of any optional redemption of the Notes will be given in accordance with Section 14 below at least 10 days but not more than 60 days before the Redemption Date to each holder of the Notes to be A45671192 7 4826-8141-6443 v.3 redeemed. Notice of any redemption of Notes may, at the Issuer’s discretion, be given subject to one or more conditions precedent, including, but not limited to, completion of a corporate transaction that is pending (such as an equity or equity-linked offering, an incurrence of indebtedness or an acquisition or other strategic transaction involving a Change of Control). If such redemption is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or otherwise waived on or prior to the business day immediately preceding the relevant Redemption Date. The Issuer shall notify holders of any such rescission as soon as practicable after it determines that such conditions precedent will not be able to be satisfied or it is not able or willing to waive such conditions precedent. Once notice of redemption is given, subject to the satisfaction of any conditions precedent provided in the notice of redemption, the Notes called for redemption will become due and payable on the Redemption Date and at the price set out in Section 7.1(a). 7.2 Change of Control Put Option (a) If a Change of Control Put Event (as defined below) occurs, a Noteholder will have the option (a “Change of Control Put Option”) (unless prior to the giving of the relevant Change of Control Put Event Notice (as defined below) the Issuer has given notice of redemption under Section 7.1 above or Section 7.3 below) to require the Issuer to redeem or, at the Issuer’s option, purchase (or procure the purchase of) that Note on the Change of Control Put Date (as defined below) at its 101% of its principal amount, together with interest accrued to the date fixed for redemption. (b) A “Change of Control Put Event” will be deemed to occur if: (i) any person or any persons acting in concert, other than a holding company whose shareholders are or are to be substantially similar to the pre-existing shareholders of the JDE Peet’s and/or any direct or indirect holding company of the JDE Peet’s, shall acquire a controlling interest in (A) more than 50% of the issued or allotted ordinary share capital of the JDE Peet’s or (B) shares in the capital of the JDE Peet’s carrying more than 50% of the voting rights normally exercisable at a general meeting of the Issuer (each such event being, a “Change of Control”); and (ii) on the date (the “Relevant Announcement Date”) that is the earlier of (1) the date of the first public announcement of the relevant Change of Control and (2) the date of the earliest Relevant Potential Change of Control Announcement (if any): (A) the Notes carry an investment grade credit rating (Baa3/BBB-, or their respective equivalents, or better) (an “Investment Grade Rating”) from one or more Rating Agencies (as provided by such Rating Agencies at the invitation of the Issuer) and all such ratings are, within the Change of Control Period, withdrawn or downgraded to a non-investment grade credit rating (Ba1/BB+, or their respective equivalents, or worse), unless within the Change of Control Period at least one such rating is restored to an Investment Grade Rating by a Rating Agency or replaced by an Investment Grade Rating of another Rating Agency, (B) the Notes carry an Investment Grade Rating from none of the Rating Agencies and the Issuer is unable to acquire and maintain an Investment Grade Rating during the Change of Control Period from at least one Rating Agency, and (iii) in making any decision to downgrade or withdraw a credit rating pursuant to paragraph (ii) above or to decline to confer an Investment Grade Rating, the relevant Rating Agency announces publicly or confirms in writing to the Issuer that such decision(s) resulted, in A45671192 8 4826-8141-6443 v.3 whole or in part, from the occurrence of the Change of Control or the Relevant Potential Change of Control Announcement. (c) Promptly upon but in any case no later than five Business Days after the Issuer becoming aware that a Change of Control Put Event has occurred the Issuer shall give notice (a “Change of Control Put Event Notice”) to the Noteholders in accordance with Section 14 specifying the nature of the Change of Control Put Event and the procedure for exercising the Change of Control Put Option. (d) To exercise the Change of Control Put Option, the holder of a Note must deposit the certificate evidencing such Note(s) with the Registrar or any Transfer Agent at its specified office falling within the period (the “Change of Control Put Period”) of 30 days after a Change of Control Put Event Notice is given, accompanied by a duly signed and completed notice of exercise in the form (for the time being current) obtainable from the Registrar or any Transfer Agent within the Change of Control Put Period (a “Change of Control Put Notice”). No Note so deposited and option so exercised may be withdrawn without the prior consent of the Issuer. Payment in respect of any Note so deposited will be made, if the holder duly specified a bank account in the Change of Control Put Notice to which payment is to be made, on the date which is seven days after the expiration of the Change of Control Put Period (the “Change of Control Put Date”) by transfer to that bank account and, in every other case, by cheque mailed to the holder (or to the first named of joint holders) of such Note at its address appearing in the Register. (e) The Issuer shall redeem or purchase (or procure the purchase of) the relevant Notes on the Change of Control Put Date unless previously redeemed (or purchased) and cancelled. (f) If the rating designations employed by any of Moody’s, Fitch or S&P are changed from those which are described in paragraph (ii) of the definition of “Change of Control Put Event” above the Issuer shall determine the rating designations of Moody’s, Fitch or S&P as are most equivalent to the prior rating designations of Moody’s, Fitch or S&P and this Section 7(f) shall be construed accordingly. (g) In this Section 7.2 (i) “Change of Control Period” means the period commencing on the Relevant Announcement Date and ending 180 days after the Change of Control (or such longer period for which the Notes are under consideration (such consideration having been announced publicly within the period ending 180 days after the Change of Control) for rating review or, as the case may be, rating by a Rating Agency, such period not to exceed 60 days after the public announcement of such consideration); (ii) “Rating Agency” means Moody’s Italia S.r.l. (“Moody’s”), Fitch Ratings Ireland Limited (“Fitch”) or S&P Global Ratings Europe Limited (“S&P”) or any of their respective affiliates or successors or, if any of Moody’s. Fitch or S&P ceases to rate the series of debt securities or fails to make a rating of such debt securities publicly available for reasons outside of the Issuer’s control, a “nationally recognized statistical rating organization” (within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the U.S Securities Exchange Act of 1934) selected by the Issuer as a replacement agency for Fitch, Moody’s or S&P, or all of them, as the case may be; and (iii) “Relevant Potential Change of Control Announcement” means any public announcement or statement by JDE Peet’s, any actual or potential bidder or any adviser acting on behalf of any actual or potential bidder relating to any potential Change of Control where within 180 days following the date of such announcement or statement, a Change of Control occurs. 7.3 Early Redemption for Tax Reasons A45671192 9 4826-8141-6443 v.3 (a) The Notes may be redeemed at the option of the Issuer in whole, but not in part, at any time on giving not less than 10 nor more than 60 days’ notice to the Noteholders (which notice shall be irrevocable), at a redemption price equal to 100% of the principal amount of the Notes to be redeemed (together with interest accrued and unpaid to the date fixed for redemption), if (i) the Issuer (or, if any of the Guarantees were called, a Guarantor) has or will become obliged to pay Additional Amounts (as defined below) as provided or referred to in Section 8 as a result of any change in, or amendment to, the laws or regulations of a Relevant Jurisdiction or any political subdivision or any authority thereof or therein having power to tax or any change in the application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after the Issue Date, and (ii) such obligation cannot be avoided by the Issuer (or the relevant Guarantor, as the case may be) taking reasonable measures available to it, provided that no such notice of redemption shall be given earlier than 30 days prior to the earliest date on which the Issuer (or the relevant Guarantor, as the case may be) would be obliged to pay such Additional Amounts were a payment in respect of the Notes (or a Guarantee, as the case may be) then be due. Prior to the publication of any notice of redemption pursuant to this Section 7.3(a), the Issuer shall deliver to the Fiscal Agent a certificate signed by an executive director of the Issuer (or the relevant Guarantor, as the case may be) stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to redeem have occurred, and an opinion of independent legal advisers of recognised standing to the effect that the Issuer (or the relevant Guarantor, as the case may be) has or will become obliged to pay such Additional Amounts as a result of such change or amendment. (b) In these Terms and Conditions, “Relevant Jurisdiction” means any jurisdiction in respect of the Issuer, the Guarantors, or any successor thereto is incorporated or tax resident, or any political subdivision or any authority thereof or therein having power to tax to which payments made by the Issuer or any of the Guarantors, as the case may be, of principal and interest on the Notes become generally subject. 7.4 Purchases Each of the Issuer, the Guarantors and their subsidiaries may at any time purchase Notes in the open market or otherwise at any price. 7.5 Cancellation All Notes purchased by or on behalf of the Issuer, any of the Guarantors or any of their subsidiaries may be surrendered for cancellation by surrendering the certificate representing such Notes to the Registrar and, in each case, if so surrendered, shall, together with all Notes redeemed by the Issuer, be cancelled forthwith. Any Notes so surrendered for cancellation may not be reissued or resold and the obligations of the Issuer and the Guarantors in respect of any such Notes shall be discharged. 7.6 General (a) Upon presentation of any Note redeemed in part only, the Issuer will execute and the Fiscal and Paying Agent will authenticate and deliver (or cause to be transferred by book-entry) to, or on, the order of the holder thereof, at the expense of the Issuer, a new Note or Notes, in principal amount equal to the unredeemed portion of the Note so presented. (b) On or before any Redemption Date (as defined above), the Issuer shall deposit with the Fiscal and Paying Agent money sufficient to pay the redemption price of and accrued and unpaid interest on the Notes to be redeemed on such date. If less than all the Notes are to be redeemed, in the case of a redemption at the Issuer's option in accordance with Section 7.1 above, the Notes to be redeemed --- ![Slide 16]() > **Source slide transcript** > > A45671192 10 4826-8141-6443 v.3 shall be selected by the Fiscal and Paying Agent in accordance with the rules and procedures of DTC. The redemption price shall be calculated by the Independent Investment Banker and the Issuer, the Guarantor and the Fiscal and Paying Agent shall be entitled to rely on such calculation. (c) On and after any Redemption Date, interest will cease to accrue on the Notes or any portion thereof called for redemption. 8 Taxation All payments of principal and interest by or on behalf of the Issuer or any Guarantor in respect of the Notes or under the Guarantees shall be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within any Relevant Jurisdiction (“Additional Amounts”), unless such withholding or deduction is required by law. In that event, the Issuer or, as the case may be, the relevant Guarantor shall pay such Additional Amounts as shall result in receipt by the Noteholders of such amounts as would have been received by them had no such withholding or deduction been required, except that no such Additional Amounts shall be payable with respect to any Note: (a) Other connection: to, or to a third party on behalf of, a holder who is liable to such taxes, duties, assessments or governmental charges in respect of such Note by reason of his having some connection with any Relevant Jurisdiction other than the mere holding of the Note or (b) Presentation more than 30 days after the Relevant Date: presented (or in respect of which the Certificate representing it is presented) for payment more than 30 days after the Relevant Date except to the extent that the holder of it would have been entitled to such Additional Amounts on presenting it for payment on the thirtieth such day or (c) Dutch Withholding Tax Act 2021: where such deduction or withholding is required to be made pursuant to the Dutch Withholding Tax Act 2021 (Wet bronbelasting 2021) or (d) Failure to Provide Documentation: where such deduction or withholding would not have been imposed but for the failure of the holder or any other person to comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the Relevant Jurisdiction of the holder or beneficial owner of the Notes, if and to the extent that the holder or any other person is legally entitled to do so and due and timely compliance is required by statute, by regulation of the Relevant Jurisdiction or any taxing authority therein or by an applicable income tax treaty to which the Relevant Jurisdiction is a party as a precondition to exemption from such deduction or withholding or (e) U.S. Withholding Tax: with respect only to a Substituted Debtor which is a U.S. Subsidiary: (i) Certain Corporations: to, or to a third party on behalf of, a holder who is or has been a personal holding company, a passive foreign investment company or a controlled foreign corporation for U.S. federal income tax purposes, a foreign tax-exempt organization, or a corporation that has accumulated earnings to avoid U.S. federal income tax or (ii) Ten Percent Shareholders: to, or to a third party on behalf of, a holder who is or has been a “10-percent shareholder”, as defined in Section 871(h)(3) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) or any successor provision, of such Substituted Debtor or (iii) Certain Banks: to, or to a third party on behalf of, a holder who is a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the A45671192 11 4826-8141-6443 v.3 ordinary course of its trade or business, within the meaning of Section 881(c)(3) of the Code or any successor provision. As used in these Terms and Conditions, “Relevant Date” in respect of any Note means the date on which payment in respect of it first becomes due or (if any amount of the money payable is improperly withheld or refused) the date on which payment in full of the amount outstanding is made or (if earlier) the date seven days after that on which notice is duly given to the Noteholders that, upon further presentation of the Note being made in accordance with the Terms and Conditions, such payment will be made, provided that payment is in fact made upon such presentation. References in these Terms and Conditions to (i) “principal” shall be deemed to include any premium payable in respect of the Notes, its principal amount, redemption amount and all other amounts in the nature of principal payable pursuant to Section 7 or any amendment or supplement to it, (ii) “interest” shall be deemed to include all scheduled payments of interest and all other amounts payable pursuant to Section 2 or any amendment or supplement to it and (iii) “principal” and/or “interest” shall be deemed to include any Additional Amounts that may be payable under this Section. References in these Terms and Conditions to “U.S. Subsidiary” means an entity Controlled by JDE Peet’s that is organized under the laws of the United States, any state thereof or the District of Columbia. Notwithstanding any other provision in these Terms and Conditions, in no event will the Issuer or any of the Guarantors be required to pay any Additional Amounts in respect of the Notes for, or on account of, any withholding or deduction required pursuant to an agreement described in Section 1471(b) of the Code or otherwise imposed pursuant to Sections 1471 through 1474 of the Code, any regulations or agreements thereunder, or any official interpretations thereof, or any law implementing an intergovernmental approach thereto. Upon the reasonable request of the Issuer, each beneficial owner of a book-entry interest in any Notes and the Issuer shall use commercially reasonable efforts to complete any procedural formalities necessary for the Issuer and Guarantors to obtain authorization to make payments without (or with a lower rate of) any deduction or withholding for taxes imposed by the United States, provided such beneficial owner is legally entitled to do so. 9 Events of Default (a) If any of the following events (“Events of Default”) occurs, the holder of any Note may give written notice to the Fiscal Agent at its specified office that such Note is immediately repayable, whereupon the principal amount of such Note together (if applicable) with accrued interest to the date of payment shall become immediately due and payable: (i) Non-Payment: default is made (i) for more than 30 days in the payment on the due date of interest or (ii) in the payment on the due date of principal in respect of any of the Notes or (ii) Breach of Other Obligations: the Issuer or any of the Guarantors does not perform or comply with any one or more of its other obligations in the Notes which default is incapable of remedy or is not remedied within 45 days after notice of such default shall have been given to the Fiscal Agent at its specified office by any Noteholder or (iii) Cross-Default: (A) any Capital Markets Indebtedness of the Issuer or any Guarantor or any Material Subsidiary becomes (or becomes capable of being declared) due and payable prior to its stated maturity by reason of any actual or potential default, event of default or the like (howsoever described), or (B) any such Capital Markets Indebtedness is not paid when due or, as the case may be, within any originally applicable grace period, or (C) the Issuer, any Guarantor or any Material Subsidiary fails to pay when due any amount payable A45671192 12 4826-8141-6443 v.3 by it under any present or future guarantee for, or indemnity in respect of, any moneys borrowed or raised, provided that the aggregate amount of the relevant indebtedness, guarantees and indemnities in respect of which one or more of the events mentioned above in this paragraph (iii) have occurred equals or exceeds €100,000,000 or its equivalent or (iv) Enforcement Proceedings: an executory attachment (executoriaal beslag) or an interlocutory attachment (conservatoir beslag) is made, or another attachment, distress, execution or other legal process under any law is levied, enforced or sued out on or against any of the property, assets or revenues of the Issuer, any of the Guarantors or any of their respective Material Subsidiaries representing an amount equal to or exceeding €100,000,000 and is not cancelled, withdrawn, discharged or stayed within 90 days or (v) Security Enforced: any mortgage, charge, pledge, lien or other encumbrance, present or future, created or assumed by the Issuer or any Guarantor or any Material Subsidiary representing an amount equal to or exceeding €100,000,000 becomes enforceable and any step is taken to enforce it (including the taking of possession or the appointment of a receiver, administrative receiver, administrator manager or other similar person) or (vi) Insolvency: suspension of payments (surseance van betaling) or bankruptcy (faillissement) proceedings or similar proceedings under any law are initiated or applied for by the Issuer, any Guarantor or any Material Subsidiary or by a third party in respect of the Issuer, any Guarantor or any Material Subsidiary, and, in the case of a third party application, not discharged within 60 days, or the Issuer, any Guarantor or any Material Subsidiary is (or is, or could be, deemed by law or a court to be) insolvent or bankrupt or unable to pay its debts under any applicable law, stops, suspends or threatens to stop or suspend payment of all or any part of (or of a particular type of) its debts, proposes or makes a general assignment or an arrangement or composition with or for the benefit of the relevant creditors in respect of any of such debts or a moratorium is agreed or declared or comes into effect in respect of or affecting all or any part of (or of a particular type of) the debts of the Issuer, any Guarantor or any Material Subsidiary, or any such measures are officially decreed, under any applicable law or (vii) Winding-up: an order is made or an effective resolution passed for the winding-up, administration, dissolution or liquidation of the Issuer, any Guarantor or any Material Subsidiary, or the Issuer, any Guarantor or any Material Subsidiary shall apply or petition for a winding-up or administration order in respect of itself, in each case except for the purpose of and followed by a reconstruction, amalgamation, reorganisation, merger, demerger or consolidation (i) on terms approved with the consent of the Noteholders or (ii) in the case of a Guarantor or a Material Subsidiary, under a solvent winding-up pursuant to a shareholders’ resolution or an intra-group reorganization whereby the undertaking and assets of the Guarantor or Material Subsidiary are transferred to or otherwise vested in, and its liabilities are assumed by JDE Peet’s or one or more entities Controlled by JDE Peet’s or (viii) Illegality: it is or will become unlawful for the Issuer or any of the Guarantors to perform or comply with any one or more of its obligations under any of the Notes or the relevant Guarantee, as the case may be or (ix) Guarantee: a Guarantee is not (or is claimed by any of the Guarantors not to be) in full force and effect in accordance with its terms for any reason, except pursuant to these Terms and Conditions or terms of the Guarantee governing the release of the Guarantee or the satisfaction in full of all the obligations thereunder. A45671192 13 4826-8141-6443 v.3 (b) if an Event of Default occurs and is continuing, then and in each and every such case (other than an Event of Default specified in paragraph (vi) of Section 9 (a) above with respect to the Issuer or any of the Guarantors), unless the principal of the Notes shall have already become due and payable, the holders of not less than 25% in aggregate principal amount of the Notes then outstanding, by notice in writing to the Issuer, the Guarantors and the Fiscal and Paying Agent, may declare the entire principal amount of the Notes then outstanding and interest accrued and unpaid thereon, if any, to be due and payable. (c) If an Event of Default described in paragraph (vi) of Section 9 (a) above occurs with respect to the Issuer or any of the Guarantor and is continuing, the principal amount of and accrued and unpaid interest on the Notes then outstanding shall become immediately due and payable, without any declaration or other act on the part of the Fiscal and Paying Agent or any holder. Under certain circumstances, the holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Issuer, the Guarantor and the Fiscal and Paying Agent, may waive defaults and rescind and annul declarations of acceleration and its consequences, but no such waiver or rescission and annulment shall extend to or shall affect any subsequent default or shall impair any right consequent thereon. (d) The holders of a majority in aggregate principal amount of the Notes then outstanding will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Fiscal and Paying Agent, or exercising any trust or power conferred on the Fiscal and Paying Agent, in respect of such series subject to certain limitations to be specified in the Fiscal and Paying Agency Agreement. 10 Discharge and Defeasance (a) The Issuer and the Guarantors will have the option either (i) to be deemed to have paid and discharged the entire indebtedness represented by, and obligations under, the Notes and to have satisfied all the obligations under the relevant Guarantee and the Fiscal and Paying Agency Agreement relating to the Notes (except for certain obligations, including those relating to the defeasance trust and obligations to register the transfer or exchange of Notes, to replace mutilated, destroyed, lost or stolen Notes and to maintain paying agencies) on the 91st day after the applicable conditions described below have been satisfied or (ii) to be released from their obligations to comply with certain covenants under the Fiscal and Paying Agency Agreement, and any non-compliance with such covenants and the occurrence of certain events described above under Section 10 will not give rise to any Event of Default under the Notes or the Fiscal and Paying Agency Agreement, at any time after the applicable conditions described below have been satisfied. (b) In order to exercise either defeasance option, the Issuer or the relevant Guarantor must (i) irrevocably deposit with the Fiscal and Paying Agent, money or Government Obligations for the payment of principal of and interest on the outstanding Notes to and including the Redemption Date irrevocably designated by the Issuer or the relevant Guarantor on or prior to the date of deposit of such money or Government Obligations, and (ii) comply with certain other conditions, including delivering to the Fiscal and Paying Agent an opinion of U.S. counsel to the effect that beneficial owners of the Notes will not recognize income, gain or loss for United States federal income tax purposes as a result of the exercise of such defeasance and will be subject to United States federal income tax on the same amounts and in the same manner and at the same times as would have been the case if such defeasance had not occurred and which opinion, in the case of defeasance described in (a) in the preceding paragraph, must state that such opinion is based on a ruling received from or published by the United States Internal Revenue Service or on a change of law after the Issue Date. --- ![Slide 17]() > **Source slide transcript** > > A45671192 14 4826-8141-6443 v.3 “Government Obligations” as used herein means securities that are (a) direct obligations of the United States for the payment of which its full faith and credit is pledged or (b) obligations of a person controlled or supervised by and acting as an agency or instrumentality of the United States, the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States that, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any such Government Obligation or a specific payment of principal of or interest on any such Government Obligation held by such custodian for the account of the holder of such depositary receipt; provided, however, that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the Government Obligation or the specific payment of principal of or interest on the Government Obligation evidenced by such depositary receipt. 11 Modification and Waiver (a) Without Consent of Noteholders The Issuer, the Guarantors and the Fiscal and Paying Agent may, without notice to or the consent of the holders of the Notes at any time outstanding under the Fiscal and Paying Agency Agreement, from time to time and at any time, enter into a fiscal and paying agency agreement or fiscal and paying agency agreement supplemental thereto: (i) to convey, transfer, assign, mortgage, or pledge to the holders of the Notes or any person acting on their behalf as security for the Notes any property or assets; (ii) to evidence the succession of another person to the Issuer or the Guarantor or successive successions, and the assumption by the successor person(s) of the covenants, agreements and obligations of the Issuer or the Guarantors, as applicable, pursuant to the Fiscal and Paying Agency Agreement; (iii) to add an additional entity as Guarantor of the Notes or co-Issuer of the Notes; (iv) to evidence and provide for the acceptance of appointment of a successor or successors to the Fiscal and Paying Agent and/or the Paying Agent, Transfer Agent and Registrar, as applicable; (v) to add to the covenants of the Issuer or the Guarantors such further covenants, restrictions, conditions or provisions as the Issuer or the Guarantors shall consider to be for the protection of the holders of the Notes issued pursuant to the Fiscal and Paying Agency Agreement, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default under the Notes permitting the enforcement of all or any of the several remedies provided in the Fiscal and Paying Agency Agreement; provided that, in respect of any such additional covenant, restriction, condition or provision, such supplemental fiscal and paying agency agreement may provide for a particular period of grace after default (which may be shorter or longer than that allowed in the case of other defaults) or may limit the remedies available upon such an Event of Default; (vi) to modify the restrictions on, and procedures for, resale and other transfers of the Notes pursuant to law, regulation or practice relating to the resale or transfer of restricted securities generally; A45671192 15 4826-8141-6443 v.3 (vii) to cure any ambiguity or to correct or supplement any provision contained in the Fiscal and Paying Agency Agreement which may be defective or inconsistent with any other provision contained therein or to make such other provision in regard to matters or questions arising under the Fiscal and Paying Agency Agreement as the Issuer or the Guarantor or the Fiscal and Paying Agent may deem necessary or desirable and which will not, in the opinion of the Issuer or the Guarantors, adversely affect the rights and interests of the holders of the Notes in any material respect; (viii) to issue an unlimited aggregate principal amount of Notes under the Fiscal and Paying Agency Agreement or to “reopen” the Notes and create and issue additional notes having identical terms and conditions as the Notes (or in all respects except for the issue date, issue price, payment of interest accruing prior to the issue date of such additional notes and/or the first payment of interest following the issue date of such additional notes) so that the additional notes are consolidated and form a single series with the outstanding Notes; and (ix) to modify the Fiscal and Paying Agency Agreement in any other manner which does not adversely affect the terms of the Notes or the rights and interests of the holders thereof. (b) With Consent of Noteholders The Issuer, the Guarantors and the Fiscal and Paying Agent may, with the consent of the holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding under the Fiscal and Paying Agency Agreement (including consents obtained in connection with a tender offer or exchange offer for the Notes), from time to time and at any time, enter into a fiscal and paying agency agreement or fiscal and paying agency agreement supplemental thereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Notes or of modifying in any manner the rights and interests of the holders of the Notes; provided, that no such fiscal and paying agency agreement may, without the consent of the holder of each of the Notes so affected: (i) change the stated maturity of the Notes, or the date for payment of any principal of, or installment of interest on, any Note; or (ii) reduce the principal amount of, or the rate or amount of interest on, any Note or Additional Amounts payable with respect thereto or reduce the amount payable thereon in the event of redemption or default; or (iii) change the currency of payment of principal of, or interest on, any Note or Additional Amounts payable with respect thereto; or (iv) change the obligation of the Issuer or the Guarantors to pay Additional Amounts (except as otherwise permitted by such Note); or (v) impair the right to institute suit for the enforcement of any such payment on or with respect to any Note; or (vi) reduce the percentage of the aggregate principal amount of the Notes outstanding the consent of whose holders is required for any such supplemental fiscal and paying agency agreement; or (vii) modify or change any provision of the Fiscal and Paying Agency Agreement affecting the ranking of the Notes in a manner adverse to the holders of the Notes; or (viii) reduce the aggregate principal amount of any Note outstanding necessary to modify or amend the Fiscal and Paying Agency Agreement or any such Note or the relevant Guarantees or to A45671192 16 4826-8141-6443 v.3 waive any future compliance or past default or reduce the quorum requirements or the percentage of aggregate principal amount of any Notes outstanding required for the adoption of any action at any meeting of holders of such Notes or to reduce the percentage of the aggregate principal amount of such Notes outstanding necessary to rescind or annul any declaration of the principal of all accrued and unpaid interest on any Note to be due and payable; or (ix) release a Guarantor from any of its obligations under the relevant Guarantees (other than as provided under Section 5 of these Terms and Conditions); or (x) modify or change any provision or the relevant Guarantees adversely affecting the ranking of the relevant Guarantee in a manner adverse to the holders of the Notes or otherwise materially impairing such Guarantee; provided, that no consent of any holder of any Note shall be necessary to permit the Fiscal and Paying Agent, the Issuer and the Guarantors to execute supplemental fiscal and paying agency agreement as described under Section (a) above. (c) Any modifications, amendments or waivers to the Fiscal and Paying Agency Agreement or to the Terms and Conditions of the Notes will be conclusive and binding on all holders of the Notes, whether or not they have consented to such action or were present at the meeting at which such action was taken, and on all future holders of the Notes, whether or not notation of such modifications, amendments or waivers is made upon such Notes. Any instrument given by or on behalf of any holder of such a Note in connection with any consent to any such modification, amendment or waiver will be irrevocable once given and will be conclusive and binding on all subsequent registered holders of such Note. 12 Issuer Substitution (a) The Issuer may, and the Noteholders hereby irrevocably agree in advance that the Issuer may, without any further consent of the Noteholders being required, when no payment of principal of any of the Notes or interest on any of the Notes is in default, be replaced and substituted by any of the Guarantors or any directly or indirectly wholly owned subsidiary JDE Peet’s (the “Substituted Debtor”) as principal debtor in respect of the Notes provided that such documents shall be executed by the Substituted Debtor and the Issuer as may be necessary to give full effect to the substitution (together the “Substitution Documents”) and: (i) (without limiting the generality of the foregoing) pursuant to the Substitution Documents (i) the Substituted Debtor shall undertake in favor of each Noteholder to be bound by the Terms and Conditions and the provisions of the Agency Agreement as fully as if the Substituted Debtor had been named in the Notes and the Agency Agreement as the principal debtor in respect of the Notes in place of the Issuer and (ii) JDE Peet’s shall guarantee, which guarantee shall be unconditional and irrevocable, (the “Parent Guarantee”) in favor of each Noteholder the payment of all sums payable (including any Additional Amounts payable pursuant to Section 8) in respect of the Notes; (iii) the Substitution Documents shall contain a warranty and representation by the Substituted Debtor and the Issuer (a) that each of the Substituted Debtor and the Issuer has obtained all necessary governmental and regulatory approvals and consents for such substitution and the performance of its obligations under the Substitution Documents, and that all such approvals and consents are in full force and effect and (b) that the obligations assumed by each of the Substituted Debtor and the Issuer under the Substitution Documents are all valid and binding in accordance with their respective terms and enforceable by each Noteholder; A45671192 17 4826-8141-6443 v.3 (vi) the Issuer shall have delivered to the Fiscal Agent or procured the delivery to the Fiscal Agent of a legal opinion from a reputable firm or firms of lawyers in respect of the laws of the jurisdiction of the Issuer, the Substituted Debtor and the State of New York, to the effect that the Substitution Documents (including the Parent Guarantee, if applicable) constitute legal, valid and binding obligations of the Substituted Debtor and, if applicable, the Issuer under New York law, such opinion(s) to be dated not more than three days prior to the date of substitution of the Substituted Debtor for the Issuer and to be available for inspection by Noteholders at the specified office of the Fiscal Agent. (b) Upon the execution of the Substitution Documents as referred to in Section 12(a) above, the Substituted Debtor shall be deemed to be named in the Notes as the principal debtor in place of the Issuer and the Notes shall thereupon be deemed to be amended to give effect to the substitution. The execution of the Substitution Documents shall operate to release the Issuer as issuer from all of its obligations as principal debtor in respect of the Notes save that any claims under the Notes arising against the Issuer prior to its release shall inure to the benefit of Noteholders. (c) The Substitution Documents shall be deposited with and held by the Fiscal Agent for so long as any Notes remain outstanding and for so long as any claim made against the Substituted Debtor by any Noteholder in relation to the Notes or the Substitution Documents is not finally adjudicated, settled or discharged. The Substituted Debtor and the Issuer shall acknowledge in the Substitution Documents the right of every Noteholder to the production of the Substitution Documents for the enforcement of any of the Notes or the Substitution Documents. (d) Not later than 15 days after the execution of the Substitution Documents, the Substituted Debtor shall give notice thereof to the Noteholders in accordance with Section 14. (e) Upon the notice referred to in Section 12(d) above being given and without prejudice to the efficacy of the substitution the Issuer and the Substituted Debtor will use best efforts to provide such information in respect of the Substituted Debtor as may reasonably be requested by a Noteholder as part of its on-boarding procedures. (f) In connection with any proposed substitution pursuant to this Section 12, the Issuer (or previously substituted company, as the case may be) or Substituted Debtor shall not be required to have regard to, or be in any way liable for, the consequences of such substitution for individual Noteholders resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory. No Noteholder shall, in connection with any such substitution, be entitled to claim from the Issuer (or previously substituted company, as the case may be) or Substituted Debtor any indemnification or payment in respect of any tax consequence of any such substitution upon such individual Noteholders, except to the extent already provided in Section 8 as modified in accordance with the following paragraph. 13 Restrictions on Transfer The Initial Purchasers propose to resell the Rule 144A Notes (as defined below) to certain institutions in the United States in reliance upon Rule 144A under the Securities Act. Notes that are initially offered and sold in the United States to “qualified institutional buyers” or “QIBs” (the “Rule 144A Notes”) may not be sold or otherwise transferred except, in the United States, pursuant to registration under the Securities Act (which the Issuer is not obliged to do) or in accordance with Rule 144A or, outside the United States, pursuant to Rule 904 of Regulation S thereunder (the “Regulation S Notes”), and the relevant Global Notes will bear a legend to this effect. --- ![Slide 18]() > **Source slide transcript** > > A45671192 18 4826-8141-6443 v.3 14 Notices (a) All notices regarding the Notes will be deemed to be validly given if sent by first class mail or (if posted to an address overseas) by airmail to the holders (or the first named of joint holders) at their respective addresses recorded in the Register (as defined in the Fiscal and Paying Agency Agreement) and will be deemed to have been given on the fourth day after mailing. (b) Until such time as any definitive Notes are issued, there may, so long as any Global Notes representing the Notes are held in their entirety on behalf of DTC, be substituted for such notice the delivery of the relevant notice to DTC for communication by them to the holders of the Notes. Any such notice shall be deemed to have been given to the holders of the Notes on the fourth day after the day on which the said notice was given to DTC. (c) Notices to be given by any Noteholder shall be in writing and given by lodging the same, together (in the case of any Note in definitive form) with a copy of the relevant Note or Notes, with the Registrar. While the Notes are represented by a Global Note, such notice may be given by any holder of a Note to the Fiscal and Paying Agent or the Registrar through DTC, as the case may be, in such manner as the Fiscal and Paying Agent, the Registrar and/or DTC, as the case may be, may approve for this purpose. 15 Consent to Service Each of the Issuer and the Guarantors will initially designate Peet’s Coffee, with registered offices on the date hereof at c/o Registered Agent Solutions, Inc., 7228 Hanover Green Drive, Mechanicsville, Virginia, 23111 (USA) as its authorized agent for service of process in any legal suit, action or proceeding arising out of or relating to the performance of their respective obligations under the Fiscal and Paying Agency Agreement, the Notes or the Guarantees brought in any state or federal court in the Borough of Manhattan, The City of New York, and will irrevocably submit (but for those purposes only) to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding. 16 Governing Law The Fiscal and Paying Agency Agreement, the Notes and the Guarantees shall be governed by and construed in accordance with the laws of the State of New York. 17 Regarding the Fiscal and Paying Agent In acting under the Fiscal and Paying Agency Agreement and in connection with the Notes, the Fiscal and Paying Agent is acting solely as agent of the Issuer and the Guarantors and does not assume any obligation towards or relationship of agency or trust for or with the owners or holders of the Notes, except that any funds held by the Fiscal and Paying Agent for payment of principal of or interest on the Notes or Additional Amounts with respect thereto shall be held by it for such owners and such holders and applied as set forth in the Notes, but need not be segregated from other funds held by it except as required by law. For a description of the duties and immunities and rights of the Fiscal and Paying Agent under the Fiscal and Paying Agency Agreement, reference is made to the Fiscal and Paying Agency Agreement, and the obligations of the Fiscal and Paying Agent are subject to such immunities and rights. A45669935/0.43/23 Sep 2021 9 A45669935/0.43/23 Sep 2021 10 Schedule 8 Form of Rule 144A Global Note CUSIP: [47216Q AA1]1 [47216Q AB9]2 [47216Q AC7]3 ISIN: [US47216QAA13]1 [US47216QAB95]2 [US47216QAC78]3 No. [ ] $[ ] JDE Peet’s N.V. (the “Issuer”) [U.S.$500,000,000 0.800% Notes due 2024]1 [U.S.$750,000,000 1.375% Notes due 2027]2 [U.S.$500,000,000 2.250% Notes due 2031]3 THIS NOTE AND THE GUARANTEE IN RESPECT HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. NEITHER THIS NOTE NOR ANY PORTION THEREOF MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER AND ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVE IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER, (2) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT FOR RESALES OF THIS NOTE. THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE FISCAL AND PAYING AGENCY AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. UNLESS THIS GLOBAL NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY REGISTERED NOTE ISSUED IN EXCHANGE FOR THIS GLOBAL NOTE OR ANY PORTION HEREOF IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUIRED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON OTHER THAN DTC OR A NOMINEE THEREOF IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 1 Include for U.S.$500,000,000 0.800% Notes due 2024. 2 Include for U.S.$750,000,000 1.375% Notes due 2027. 3 Include for U.S.$500,000,000 2.250% Notes due 2031. A45669935/0.43/23 Sep 2021 11 JDE Peet’s N.V. (the “Issuer”) A public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands, having its statutory seat (statutaire zetel) in Amsterdam, the Netherlands, and having its registered office at Oosterdoksstraat 80, 1011 DK Amsterdam, the Netherlands, and registered with the trade register of the Dutch chamber of commerce (Kamer van Koophandel) under number 73160377. The [U.S.$500,000,000 0.800% Notes due 2024]1[U.S.$750,000,000 1.375% Notes due 2027]2 [U.S.$500,000,000 2.250% Notes due 2031]3 (the “Notes”) of the Issuer are issued in the aggregate principal amount of U.S.$[500,000,000]1[750,000,000]2[500,000,000]3, and in minimum denominations of U.S.$150,000 per Note and integral multiples of U.S.$1,000 in excess thereof. [U.S.$500,000,000 0.800% Notes due 2024]1 [U.S.$750,000,000 1.375% Notes due 2027]2 [U.S.$500,000,000 2.250% Notes due 2031]3 GLOBAL NOTE The Issuer hereby certifies that Cede & Co. is, at the date hereof, entered in the register of the holders of the Notes as the holder of the aggregate principal amount of U.S.$[ ] of a duly authorized issue of Notes described, and having the provisions specified in Schedule [2]1[3]2[4]3 of the fiscal and paying agency agreement (the “Fiscal and Paying Agency Agreement” which expression shall be construed as a reference to that agreement as the same may be amended or supplemented) dated as of September 24, 2021 and made among the Issuer, JACOBS DOUWE EGBERTS International B.V. and Peet’s Coffee, Inc. (together, the “Guarantors”) and Deutsche Bank Trust Company Americas (the “Fiscal Agent”) (the “Terms and Conditions”), and set out on the reverse of this Note. This Global Note is issued subject to, and with the benefit of, the Terms and Conditions and the Fiscal and Paying Agency Agreement, and is guaranteed by the Guarantors pursuant to their guarantee (the “Guarantee”). Words and expressions defined or set out in the Terms and Conditions shall have the same meanings when used in this global note (the “Global Note”). Notes represented by this Global Note are transferable only in accordance with, and subject to, the provisions of this Global Note (including the legend set out above) and of the Terms and Conditions and the rules and operating procedures of The Depository Trust Company (“DTC”). This Global Note may be exchanged in whole but not in part (free of charge) for Definitive Registered Notes, on the basis that all the appropriate details have been included on the face of such Definitive Registered Notes and only upon the occurrence of an Exchange Event. An “Exchange Event” means any of the following events: a) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for the Global Notes or DTC ceases to be a clearing agency registered under the U.S. Securities Exchange Act of 1934, at a time when DTC is required to be so registered in order to act as depositary, and in each case the Issuer fails to appoint a successor depositary within 90 days of receipt of such notice; 1 Include for U.S.$500,000,000 0.800% Notes due 2024. 2 Include for U.S.$750,000,000 1.375% Notes due 2027. 3 Include for U.S.$500,000,000 2.250% Notes due 2031. --- ![Slide 19]() > **Source slide transcript** > > A45669935/0.43/23 Sep 2021 12 b) the Issuer, at the Issuer's option, notifies the Fiscal Agent in writing that the Issuer elects to cause the issuance of the Notes in definitive form under the Fiscal and Paying Agency Agreement subject to the procedures of the depositary; c) if there shall have occurred and be continuing an Event of Default (as defined in Schedule [2]1[3]2[4]3 of the Fiscal and Paying Agency Agreement) with respect to the Notes, and DTC, representing a majority in aggregate principal amount of the then outstanding Notes, so advises the Fiscal Agent in writing; or d) the Issuer or the Guarantors have or will become subject to adverse tax consequences which would not be suffered were the Notes represented by certificated Notes in definitive form. The Issuer will, as soon as reasonably practicable, give notice to Noteholders in accordance with Section 14 of the Terms and Conditions upon the occurrence of an Exchange Event. In the event of the occurrence of any Exchange Event, DTC, acting on the instructions of any holder of an interest in this Global Note may give notice to the Fiscal Agent requesting exchange and, in the event of the occurrence of an Exchange Event as described in (d) above, the Issuer may also give notice to the Fiscal Agent requesting exchange. Any exchange shall occur no later than 10 days after the date of receipt of the relevant notice by the Fiscal Agent. Exchanges will be made upon presentation of this Global Note at the office of the Fiscal Agent by the holder of it on any day (other than a Saturday or Sunday) on which banks are open for business in The City of New York, Frankfurt am Main and London. The aggregate principal amount of Definitive Registered Notes issued upon an exchange of this Global Note will be equal to the aggregate principal amount of this Global Note. In the event that Definitive Registered Notes are issued and the Fiscal Agent informs the Issuer that it is unable to perform its obligations under the Fiscal and Paying Agency Agreement, the Issuer and the Guarantors shall promptly appoint an Agent that is able to perform such obligations. On an exchange in whole of this Global Note, this Global Note shall be surrendered to the Fiscal Agent. On any exchange or transfer following which either (i) Notes represented by this Global Note are no longer to be so represented or (ii) Notes not so represented are to be so represented, details of the transfer shall be entered by the Fiscal Agent in the Register, following which the principal amount of this Global Note and the Notes held by the registered holder of this Global Note shall be increased or reduced (as the case may be) by the principal amount so transferred. Until the exchange of the whole of this Global Note, the registered holder of this Global Note shall in all respects (except as otherwise provided in this Global Note and in the Terms and Conditions) be entitled to the same benefits as if he were the registered holder of the Definitive Registered Notes represented by this Global Note. This Global Note is not a document of title. Entitlements are determined by entry in the Register and only the duly registered holder from time to time is entitled to payment in respect of this Global Note. Transfers of this Global Note shall be limited to transfers to DTC or its nominee. The statements in the legend set out above are an integral part of the terms of this Global Note and, by acceptance of this Global Note, the registered holder of this Global Note agrees to be subject to and bound by the terms and provisions set out in the legend. This Global Note is governed by, and shall be construed in accordance with, the laws of the State of New York. A45669935/0.43/23 Sep 2021 13 This Global Note shall not be valid unless authenticated by the authorized signatory of the Fiscal Agent. A45669935/0.43/23 Sep 2021 14 IN WITNESS whereof the Issuer has caused this Global Note to be duly executed on its behalf. JDE Peet’s N.V. By Name: Title: CERTIFICATE OF AUTHENTICATION This is one of the Notes referred to in the within-mentioned Fiscal and Paying Agency Agreement. Dated: [ ], 2021 Deutsche Bank Trust Company Americas as Fiscal Agent By Name: Title: [Reverse of Note] A45669935/0.43/23 Sep 2021 15 Terms and Conditions [Full Terms and Conditions of the Notes to be inserted in the form of Schedule 2, 3 or 4, as applicable, to the Fiscal and Paying Agency Agreement] --- ![Slide 20]() > **Source slide transcript** > > A45669935/0.43/23 Sep 2021 16 SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Registered Note, or exchanges of a part of another Global Note or Definitive Registered Note for an interest in this Global Note, have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Fiscal Agent A45669935/0.43/23 Sep 2021 17 Guarantee [Guarantee to be inserted in the form of Schedule 1 to the Fiscal and Paying Agency Agreement]] A45669935/0.43/23 Sep 2021 18 Schedule 9 Form of Regulation S Global Note CUSIP: [N44664 AD7]1 [N44664 AE5]2 [N44664 AF2]3 ISIN: [USN44664AD73]1 [USN44664AE56]2 [USN44664AF22]3 No. [ ] $[ ] JDE Peet’s N.V. (the “Issuer”) [U.S.$500,000,000 0.800% Notes due 2024]1 [U.S.$750,000,000 1.375% Notes due 2027]2 [U.S.$500,000,000 2.250% Notes due 2031]3 THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE FISCAL AND PAYING AGENCY AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. UNLESS THIS GLOBAL NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY REGISTERED NOTE ISSUED IN EXCHANGE FOR THIS GLOBAL NOTE OR ANY PORTION HEREOF IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUIRED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON OTHER THAN DTC OR A NOMINEE THEREOF IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. JDE Peet’s N.V. (the “Issuer”) A public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands, having its statutory seat (statutaire zetel) in Amsterdam, the Netherlands, and having its registered office at Oosterdoksstraat 80, 1011 DK Amsterdam, the Netherlands, and registered with the trade register of the Dutch chamber of commerce (Kamer van Koophandel) under number 73160377. The [U.S.$500,000,000 0.800% Notes due 2024]1[U.S.$750,000,000 1.375% Notes due 2027]2[U.S.$500,000,000 2.250% Notes due 2031]3 (the “Notes”) of the Issuer are issued in the aggregate principal amount of U.S.$[500,000,000]1[750,000,000]2[500,000,000]3, and in minimum denominations of U.S.$150,000 per Note and integral multiples of U.S.$1,000 in excess thereof. 1 Include for U.S.$500,000,000 0.800% Notes due 2024. 2 Include for U.S.$750,000,000 1.375% Notes due 2027. 3 Include for U.S.$500,000,000 2.250% Notes due 2031. A45669935/0.43/23 Sep 2021 19 [U.S.$500,000,000 0.800% Notes due 2024]1 [U.S.$750,000,000 1.375% Notes due 2027]2 [U.S.$500,000,000 2.250% Notes due 2031]3 GLOBAL NOTE The Issuer hereby certifies that Cede & Co. is, at the date hereof, entered in the register of the holders of the Notes as the holder of the aggregate principal amount of U.S.$[ ] of a duly authorized issue of Notes described, and having the provisions specified in Schedule [2]1[3]2[4]3 of the fiscal and paying agency agreement (the “Fiscal and Paying Agency Agreement” which expression shall be construed as a reference to that agreement as the same may be amended or supplemented) dated as of September 24, 2021 and made among the Issuer, JACOBS DOUWE EGBERTS International B.V. and Peet’s Coffee, Inc. (together, the “Guarantors”) and Deutsche Bank Trust Company Americas (the “Fiscal Agent”) (the “Terms and Conditions”), and set out on the reverse of this Note. This Global Note is issued subject to, and with the benefit of, the Terms and Conditions and the Fiscal Agency Agreement, and is guaranteed by the Guarantors pursuant to their guarantee (the “Guarantee”). Words and expressions defined or set out in the Terms and Conditions shall have the same meanings when used in this global note (the “Global Note”). Notes represented by this Global Note are transferable only in accordance with, and subject to, the provisions of this Global Note (including the legend set out above) and of the Terms and Conditions and the rules and operating procedures of The Depository Trust Company (“DTC”). This Global Note may be exchanged in whole but not in part (free of charge) for Definitive Registered Notes, on the basis that all the appropriate details have been included on the face of such Definitive Registered Notes and only upon the occurrence of an Exchange Event. An “Exchange Event” means any of the following events: a) DTC notifies the Issuer and the Guarantors that it is unwilling or unable to continue as depositary for the Global Notes or DTC ceases to be a clearing agency registered under the U.S. Securities Exchange Act of 1934, at a time when DTC is required to be so registered in order to act as depositary, and in each case the Issuer and the Guarantors fail to appoint a successor depositary within 90 days of receipt of such notice; b) the Issuer, at the Issuer's option, notifies the Fiscal Agent in writing that the Issuer elects to cause the issuance of the Notes in definitive form under the Fiscal and Paying Agency Agreement subject to the procedures of the depositary; c) if there shall have occurred and be continuing an Event of Default (as defined in Schedule [2]1[3]2[4]3 of the Fiscal and Paying Agency Agreement) with respect to the Notes, and DTC, representing a majority in aggregate principal amount of the then outstanding Notes, so advises the Fiscal Agent in writing; or (a) the Issuer or the Guarantors has or will become subject to adverse tax consequences which would not be suffered were the Notes represented by certificated Notes in definitive form. d) The Issuer will, as soon as reasonably practicable, give notice to Noteholders in accordance with Section 14 of the Terms and Conditions upon the occurrence of an Exchange Event. In the event of the occurrence of any Exchange Event, DTC, acting on the instructions of any holder of an interest in this Global Note, may give notice to the Fiscal Agent requesting 1 Include for U.S.$500,000,000 0.800% Notes due 2024. 2 Include for U.S.$750,000,000 1.375% Notes due 2027. 3 Include for U.S.$500,000,000 2.250% Notes due 2031. --- ![Slide 21]() > **Source slide transcript** > > A45669935/0.43/23 Sep 2021 20 exchange and, in the event of the occurrence of an Exchange Event as described in (d) above, the Issuer may also give notice to the Fiscal Agent requesting exchange. Any exchange shall occur no later than 10 days after the date of receipt of the relevant notice by the Fiscal Agent. Exchanges will be made upon presentation of this Global Note at the office of the Fiscal Agent by the holder of it on any day (other than a Saturday or Sunday) on which banks are open for business in The City of New York, Frankfurt am Main and London. The aggregate principal amount of Definitive Registered Notes issued upon an exchange of this Global Note will be equal to the aggregate principal amount of this Global Note. In the event that Definitive Registered Notes are issued and the Fiscal Agent informs the Issuer and the Guarantors that it is unable to perform its obligations under the Fiscal and Paying Agency Agreement, the Issuer and the Guarantors shall promptly appoint an Agent that is able to perform such obligations. On an exchange in whole of this Global Note, this Global Note shall be surrendered to the Fiscal Agent. On any exchange or transfer following which either (i) Notes represented by this Global Note are no longer to be so represented or (ii) Notes not so represented are to be so represented, details of the transfer shall be entered by the Fiscal Agent in the Register, following which the principal amount of this Global Note and the Notes held by the registered holder of this Global Note shall be increased or reduced (as the case may be) by the principal amount so transferred. Until the exchange of the whole of this Global Note, the registered holder of this Global Note shall in all respects (except as otherwise provided in this Global Note and in the Terms and Conditions) be entitled to the same benefits as if he were the registered holder of the Definitive Registered Notes represented by this Global Note. This Global Note is not a document of title. Entitlements are determined by entry in the Register and only the duly registered holder from time to time is entitled to payment in respect of this Global Note. Transfers of this Global Note shall be limited to transfers to DTC or its nominee. The statements in the legend set out above are an integral part of the terms of this Global Note and, by acceptance of this Global Note, the registered holder of this Global Note agrees to be subject to and bound by the terms and provisions set out in the legend. This Global Note is governed by, and shall be construed in accordance with, the laws of the State of New York. This Global Note shall not be valid unless authenticated by the authorized signatory of the Fiscal Agent. A45669935/0.43/23 Sep 2021 21 IN WITNESS whereof the Issuer has caused this Global Note to be duly executed on its behalf. JDE Peet’s N.V. By Name: Title: CERTIFICATE OF AUTHENTICATION This is one of the Notes referred to in the within-mentioned Fiscal and Paying Agency Agreement. Dated: [ ], 2021 Deutsche Bank Trust Company Americas as Fiscal Agent By Name: Title: A45669935/0.43/23 Sep 2021 22 [Reverse of Note] Terms and Conditions [Full Terms and Conditions of the Notes to be inserted in the form of Schedule 2, 3 or 4, as applicable, to the Fiscal and Paying Agency Agreement] A45669935/0.43/23 Sep 2021 23 SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Registered Note, or exchanges of a part of another Global Note or Definitive Registered Note for an interest in this Global Note, have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Fiscal Agent --- ![Slide 22]() > **Source slide transcript** > > A45669935/0.43/23 Sep 2021 24 Guarantee [Guarantee to be inserted in the form of Schedule 1 to the Fiscal and Paying Agency Agreement] A45669935/0.43/23 Sep 2021 25 Schedule 10 Form of Definitive Registered Note THIS NOTE AND THE GUARANTEE IN RESPECT HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. NEITHER THIS NOTE NOR ANY PORTION THEREOF MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER AND ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVE IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER, (2) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT FOR RESALES OF THIS NOTE.1 1 Appears on Definitive Notes issued in exchange for a beneficial interest in the Rule 144A Global Note. A45669935/0.43/23 Sep 2021 26 JDE Peet’s N.V. (the “Issuer”) A public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands, having its statutory seat (statutaire zetel) in Amsterdam, the Netherlands, and having its registered office at Oosterdoksstraat 80, 1011 DK Amsterdam, the Netherlands, and registered with the trade register of the Dutch chamber of commerce (Kamer van Koophandel) under number 73160377. The [U.S.$500,000,000 0.800% Notes due 2024]1[U.S.$750,000,000 1.375% Notes due 2027]2[U.S.$500,000,000 2.250% Notes due 2031]3 (the “Notes”) of the Issuer are issued in the aggregate principal amount of U.S.$[500,000,000]1[750,000,000]2[500,000,000]3, and in minimum denominations of U.S.$150,000 per Note and integral multiples of U.S.$1,000 in excess thereof. [U.S.$500,000,000 0.800% Notes due 2024]1 [U.S.$750,000,000 1.375% Notes due 2027]2 [U.S.$500,000,000 2.250% Notes due 2031]3 NOTE The Issuer hereby certifies that [NAME OF HOLDER] [is/are], at the date of this Note, entered in the Register as the holder(s) of the aggregate principal amount of U.S.$[ ] of a duly authorized issue of Notes described, and having the provisions specified in, Schedule [2]1[3]2[4]3 of the fiscal and paying agency agreement (the “Fiscal and Paying Agency Agreement” which expression shall be construed as a reference to that agreement as the same may be amended or supplemented) dated as of September 24, 2021 and made among the Issuer, JACOBS DOUWE EGBERTS International B.V. and Peet’s Coffee, Inc. (together, the “Guarantors”) and Deutsche Bank Trust Company Americas (the “Fiscal Agent”) (the “Terms and Conditions”), and set out on the reverse of this Note. This Note is issued subject to, and with the benefit of, the Terms and Conditions and the Fiscal Agency Agreement, and is guaranteed by the Guarantors pursuant to their guarantee (the “Guarantee”). Words and expressions defined or set out in the Terms and Conditions and/or the Fiscal Agency Agreement shall have the same meanings when used in this Note. This Note is not a document of title. Entitlements are determined by entry in the Register and only the duly registered holder from time to time is entitled to payment in respect of this Note. This Note shall not be valid unless authenticated by the Fiscal Agent. Interest on this Note shall be paid to the person in whose name this note is duly registered as of the record date therefore, which shall be the 15th calendar day preceding each date on which interest is due, except as otherwise notified by the Issuer to the holders hereof in accordance with the Terms and Conditions. In the event that any interest is not paid when due, such interest shall no longer be payable to the registered holder of this Note as of the related record date, but shall instead be payable to the registered holder of this Note as of a special record date to be fixed by the Issuer and notified to holders in accordance with the Terms and Conditions at the time that the date for payment is set. This Note is governed by, and shall be construed in accordance with, the laws of the State of New York. 1 Include for U.S.$500,000,000 0.800% Notes due 2024. 2 Include for U.S.$750,000,000 1.375% Notes due 2027. 3 Include for U.S.$500,000,000 2.250% Notes due 2031. A45669935/0.43/23 Sep 2021 27 IN WITNESS whereof the Issuer has caused this Note to be duly executed on its behalf. JDE Peet’s N.V. By Name: Title: CERTIFICATE OF AUTHENTICATION This is one of the Notes referred to in the within-mentioned Fiscal Agency Agreement. Dated: [ ], 2021 Deutsche Bank Trust Company Americas as Fiscal Agent By Name: Title: --- ![Slide 23]() > **Source slide transcript** > > A45669935/0.43/23 Sep 2021 28 [Reverse of Note] FORM OF TRANSFER FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s) to (Please print or type name and address (including postal code) of transferee) U.S.$[ ] principal amount of this Note and all rights hereunder, hereby irrevocably constituting and appointing [ > > - ], as attorney to transfer such principal amount of this Note in the register maintained by it, with full power of substitution. Signature(s) Date: NOTE 1. This form of transfer must be accompanied by such documents, evidence and information as may be required pursuant to the Terms and Conditions and must be executed under the hand of the transferor or, if the transferor is a corporation, either under its common seal or under the hand of two of its officers duly authorized in writing and, in such latter case, the document so authorizing such officers must be delivered with this form of transfer. 2. The signature(s) on this form of transfer must correspond with the name(s) as it/they appear(s) on the face of this Note in every particular, without alteration or enlargement or any change whatever. A45669935/0.43/23 Sep 2021 29 Terms and Conditions [Full Terms and Conditions of the Notes to be inserted in the form of Schedule 2, 3 or 4, as applicable, to the Fiscal and Paying Agency Agreement] A45669935/0.43/23 Sep 2021 30 Guarantee [Guarantee to be inserted in the form of Schedule 1 to the Fiscal and Paying Agency Agreement] (Signature Page to Fiscal and Paying Agency Agreement) Name: Title: Name: Title: Signature Page to the Fiscal and Paying Agency Agreement JDE Peet’s N.V. By /s/Guillaume Delle Vigne Name: Title: Guillaume Delle Vigne Global Treasurer JACOBS DOUWE EGBERTS International B.V. By /s/Guillaume Delle Vigne Guillaume Delle Vigne Authorized Signatory Peet’s Coffee, Inc. By /s/Guillaume Delle Vigne Guillaume Delle Vigne Authorized Signatory --- ![Slide 24]() > **Source slide transcript** > > (Signature Page to Fiscal and Paying Agency Agreement) Name: Title: Name: Title: Signature Page to the Fiscal and Paying Agency Agreement Deutsche Bank Trust Company Americas acting in its capacity as Fiscal Agent, Paying Agent, Transfer Agent and Registrar By /s/Bridgette Casasnovas Bridgette Casasnovas Vice President By /s/ Robert Peschler Robert Peschler Vice President (Signature Page to Fiscal and Paying Agency Agreement) --- --- ## EX-4.2 AMENDED AND RESTATED AGENCY AGREEMENT MAY 2023 SEC source: [kdp-ex42_amendedandresta.htm](https://www.sec.gov/Archives/edgar/data/1418135/000141813526000051/kdp-ex42_amendedandresta.htm) ![Slide 1]() > **Source slide transcript** > > Amended and Restated Agency Agreement relating to JDE PEET’S N.V. EUR 5,000,000,000 Debt Issuance Programme arranged by DEUTSCHE BANK AKTIENGESELLSCHAFT Dated 12 May 2023 JDE PEET’S N.V. as Issuer DEUTSCHE BANK AG, LONDON BRANCH as Fiscal Agent, Paying Agent, Transfer Agent and Calculation Agent DEUTSCHE BANK LUXEMBOURG, S.A. as Registrar Ref: L-335147 --- ![Slide 2]() > **Source slide transcript** > > A50722322 i Table of Contents Contents Page 1 Interpretation .................................................................................................................................... 1 2 Appointment and Duties ................................................................................................................ 5 3 Issue of Notes and Certificates .................................................................................................... 6 4 Payment ............................................................................................................................................ 9 5 Repayment ...................................................................................................................................... 11 6 Early Redemption and Exercise of Options ............................................................................ 11 7 Cancellation, Destruction, Records and Reporting Requirements .................................... 12 8 Coupon Sheets .............................................................................................................................. 13 9 Replacement Notes, Certificates, Coupons and Talons ....................................................... 13 10 Additional Duties of the Transfer Agents ................................................................................. 14 11 Additional Duties of the Registrar ............................................................................................. 14 12 Regulations Concerning Registered Notes ............................................................................. 15 13 Documents and Forms ................................................................................................................. 15 14 Duties of Calculation Agent ........................................................................................................ 16 15 Fees and Expenses ....................................................................................................................... 16 16 Indemnity ........................................................................................................................................ 16 17 General ............................................................................................................................................ 17 18 Authorised Signatories ................................................................................................................ 19 19 Changes in Agents ....................................................................................................................... 20 20 Communications ........................................................................................................................... 22 21 Notices ............................................................................................................................................. 22 22 Governing Law and Jurisdiction ................................................................................................ 22 Schedule 1 Part A Form of CGN Temporary Global Note ................................................................ 27 Schedule 1 Part B Form of CGN Permanent Global Note ................................................................ 35 Schedule 1 Part C Form of NGN Temporary Global Note ................................................................ 46 Schedule 1 Part D Form of NGN Permanent Global Note ................................................................ 53 --- ![Slide 3]() > **Source slide transcript** > > A50722322 ii Schedule 1 Part E Form of Global Certificate .................................................................................... 61 Schedule 2 Part A Form of Bearer Note ............................................................................................... 66 Schedule 2 Part B Form of Certificate ................................................................................................. 69 Schedule 2 Part C Terms and Conditions of the Notes .................................................................... 73 Schedule 2 Part D Form of Coupon ..................................................................................................... 74 Schedule 2 Part E Form of Talon .......................................................................................................... 76 Schedule 3 Provisions for Meetings of Noteholders ........................................................................ 77 Schedule 4 Form of Exercise Notice for Redemption Option ......................................................... 88 Schedule 5 Form of Change of Control Put Option Notice ............................................................. 90 Schedule 6 Regulations Concerning the Transfer and Registration of Notes ............................ 92 Schedule 7 Accountholder Certificate of Non-U.S. Citizenship and Residency ........................ 93 Schedule 8 Clearing System Certificate of Non-U.S. Citizenship and Residency ...................... 95 Schedule 9 Obligations regarding Notes in NGN form and Registered Notes held under the NSS .............................................................................................................................................................. 97 --- ![Slide 4]() > **Source slide transcript** > > A50722322 1 This Agency Agreement is made as of 12 May 2023 between: (1) JDE PEET’S N.V., a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands, having its statutory seat (statutaire zetel) in Amsterdam, the Netherlands, and having its registered office at Oosterdoksstraat 80, 1011 DK Amsterdam, the Netherlands, and registered with the trade register of the Dutch chamber of commerce (Kamer van Koophandel) under number 73160377 (the “Company”) (the “Issuer”); (2) DEUTSCHE BANK AG, LONDON BRANCH as Fiscal Agent, Paying Agent, Transfer Agent and Calculation Agent; and (3) DEUTSCHE BANK LUXEMBOURG S.A. as Registrar (A) The Issuer proposes to issue from time to time euro medium term notes pursuant to this Agreement (the “Notes”, which expression shall, if the context so admits, include the Global Notes (in temporary or permanent form) to be initially delivered in respect of Notes) in an aggregate nominal amount outstanding at any one time not exceeding the Programme Limit (the “Programme”). (B) The parties entered into an agency agreement in relation to the Notes on 13 May 2022 (the “Original Agency Agreement”). (C) The parties have agreed to make certain modifications to the Original Agency Agreement such that it be amended and restated as set out in this Agreement. Any Notes issued on or after the date hereof shall be issued pursuant to this Agreement. This does not affect any Notes issued prior to the date of this Agreement. It is agreed as follows: 1 Interpretation 1.1 Definitions: Capitalised terms used in this Agreement but not defined in this Agreement shall have the meaning given to them in the Dealer Agreement. In this Agreement: “Agents” means the Fiscal Agent, the Paying Agents, the Calculation Agent, the Registrar and the Transfer Agents or any of them and shall include such other Agent or Agents as may be appointed from time to time hereunder and, except in Clause 19, references to Agents are to them acting solely through their specified offices “Authorised Signatory” means any person who is designated in writing by the Issuer from time to time to give Instructions to the Agents under the terms of this Agreement “Business Day” means, in respect of each Note, (i) a day other than a Saturday or Sunday on which Euroclear and Clearstream, Luxembourg are operating and (ii) a day on which banks and foreign exchange markets are open for general business in the city of the Fiscal Agent’s specified office and (iii) (if a payment is to be made on that day) a day on which banks and foreign exchange markets are open for general business in the principal financial centre for the currency of the payment or, in the case of euro, a day on which the TARGET System is operating “Calculation Agent” means Deutsche Bank AG, London Branch as Calculation Agent hereunder (or such other Calculation Agent(s) as may be appointed hereunder from time to time either generally hereunder or in relation to a specific issue or Series of Notes) --- ![Slide 5]() > **Source slide transcript** > > A50722322 2 “Certificate” means a registered certificate representing one or more Registered Notes of the same Series and, save as provided in the Conditions, comprising the entire holding by a Noteholder of his Registered Notes of that Series and, save in the case of Global Certificates, being substantially in the form set out in Schedule 2 “CGN” means a temporary Global Note in the form set out in Part A of Schedule 1 or a permanent Global Note in the form set out in Part B of Schedule 1 “Change of Control Put Notice” has the meaning given to it in the Conditions and, in the case of a Noteholders’ redemption option following a Change of Control Put Event (as defined in the Conditions) shall be substantially in the form set out in Schedule 5 “Clearstream, Luxembourg” means Clearstream Banking S.A. “Common Depositary” means, in relation to a Series, a depositary common to Euroclear and Clearstream, Luxembourg “Common Safekeeper” means, in relation to a Series where the relevant Global Note is a NGN or the relevant Global Certificate is held under the NSS, the common safekeeper for Euroclear and/or Clearstream, Luxembourg appointed in respect of such Notes “Common Service Provider” means, in relation to a Series where the relevant Global Note is a NGN or the relevant Global Certificate is held under the NSS, the common service provider for Euroclear and Clearstream, Luxembourg appointed in respect of such Notes “Conditions” means in respect of the Notes of each Series the terms and conditions applicable thereto which shall be substantially in the form set out in Schedule 2 as modified, with respect to any Notes represented by a Global Certificate or a Global Note, by the provisions of such Global Certificate or Global Note, shall incorporate any additional provisions forming part of such terms and conditions set out in Part A of the Final Terms relating to the Notes of that Series and shall be endorsed on the Definitive Notes subject to amendment and completion as referred to in the first paragraph of Schedule 2 Part C and any reference to a particularly numbered Condition shall be construed accordingly “Dealer Agreement” means the dealer agreement relating to the Programme dated today between the Issuer, Deutsche Bank Aktiengesellschaft and the other dealers and arrangers named in it “Definitive Note” means a Bearer Note in definitive form substantially in the form set out in Schedule 2 and having, where appropriate, Coupons and/or a Talon attached thereto on issue and, unless the context requires otherwise, means a Certificate (other than a Global Certificate) “Euroclear” means Euroclear Bank SA/NV “Exercise Notice” has the meaning given to it in the Conditions and, in the case of a Noteholders’ redemption option, shall be substantially in the form set out in Schedule 4 “Extraordinary Resolution” has the meaning set out in Schedule 3 “Final Terms” means, in relation to a Tranche, the Final Terms issued specifying the relevant issue details of such Tranche, substantially in the form of Schedule C to the Dealer Agreement “Fiscal Agent” means Deutsche Bank AG, London Branch as Fiscal Agent hereunder (or such other Fiscal Agent as may be appointed from time to time hereunder) --- ![Slide 6]() > **Source slide transcript** > > A50722322 3 “Global Certificate” means a Certificate substantially in the form set out in Schedule 1 representing Registered Notes of one or more Tranches of the same Series “Global Note” means a temporary Global Note or, as the context may require, a permanent Global Note, a CGN and/or a NGN, as the context may require “Issue Date” means, in relation to any Tranche, the date on which the Notes of that Tranche have been issued or, if not yet issued, the date agreed for their issue between the Issuer and the Relevant Dealer(s) “NGN” means a temporary Global Note in the form set out in Part C of Schedule 1 or a permanent Global Note in the form set out in Part D of Schedule 1 “NSS” means the new safekeeping structure which applies to Registered Notes held in global form by a Common Safekeeper for Euroclear and Clearstream, Luxembourg, and which is required for such Registered Notes to be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations “outstanding” means, in relation to the Notes of any Series, all the Notes issued other than (a) those that have been redeemed in accordance with the Conditions, (b) those in respect of which the date for redemption has occurred and the redemption moneys (including all interest accrued on such Notes to the date for such redemption and any interest payable after such date) have been duly paid to the Fiscal Agent as provided in this Agreement and remain available for payment against presentation and surrender of Notes, Certificates and/or Coupons, as the case may be, (c) those which have become void or in respect of which claims have become prescribed, (d) those which have been purchased and cancelled as provided in the Conditions, (e) those mutilated or defaced Bearer Notes that have been surrendered in exchange for replacement Notes, (f) (for the purpose only of determining how many Notes are outstanding and without prejudice to their status for any other purpose) those Bearer Notes alleged to have been lost, stolen or destroyed and in respect of which replacement Notes have been issued, (g) any temporary Global Note to the extent that it shall have been exchanged for a permanent Global Note and any Global Note to the extent that it shall have been exchanged for one or more Definitive Notes, in either case pursuant to its provisions; provided that, for the purposes of (i) ascertaining the right to attend and vote at any meeting of Noteholders and (ii) the determination of how many Notes are outstanding for the purposes of Conditions 10 and 11 and Schedule 3, those Notes that are beneficially held by, or are held on behalf of, the Issuer or any of its Subsidiaries and not cancelled shall (unless and until ceasing to be so held) be deemed not to be outstanding. Save for the purposes of the proviso herein, in the case of any Notes represented by a NGN, the Fiscal Agent shall rely on the records of Euroclear and Clearstream, Luxembourg in relation to any determination of the nominal amount outstanding of each NGN “Paying Agents” means the Fiscal Agent and the Paying Agents referred to above and such further or other Paying Agent or Agents as may be appointed from time to time hereunder “permanent Global Note” means a Global Note representing Bearer Notes of one or more Tranches of the same Series, either on issue or upon exchange of a temporary Global Note, or part of it, and which shall be substantially in the form set out in Part B or Part D of Schedule 1, as the case may be “Procedures Memorandum” means the dealer confirmation, issuer confirmation and notice details relating to the settlement of issues of Notes as shall be agreed upon from time to --- ![Slide 7]() > **Source slide transcript** > > A50722322 4 time by the Issuer, the Dealers and the Fiscal Agent and which, at the date of this Agreement, are set out in Schedule A to the Dealer Agreement “Programme Limit” means the maximum aggregate nominal amount of Notes that may be issued and outstanding at any time under the Programme, as such limit may be increased pursuant to the Dealer Agreement “Redemption Amount” means the Final Redemption Amount, the Early Redemption Amount, the Optional Redemption Amount, the Residual Call Early Redemption Amount or the Transaction Trigger Redemption Amount, as the case may be, all as defined in the Conditions “Register” means the register referred to in Clause 11 “Registrar” means Deutsche Bank Luxembourg S.A. as Registrar hereunder (or such other Registrar as may be appointed hereunder either generally or in relation to a specific Series of Notes) “Regulations” means the regulations referred to in Clause 12 “Series” means a series of Notes, either issued on the same date or in more than one Tranche on different dates, that (except in respect of the first payment of interest and their issue price) have identical terms and are expressed to have the same series number “specified office” means each of the offices of the Agents specified herein and shall include such other office or offices as may be specified from time to time hereunder “Subscription Agreement” means an agreement between the Issuer and two or more Dealers made pursuant to Clause 2.2 of the Dealer Agreement “Subsidiary” means, at any particular time, a company which is then directly or indirectly controlled, or more than 50 per cent. of whose issued equity share capital (or equivalent) is then beneficially owned, by the Issuer and/or one or more of its Subsidiaries. For a company to be “controlled” by another means that the other (whether directly or indirectly and whether by the ownership of share capital or the possession of voting power) has the power to appoint and/or remove all or the majority of the members of the board of directors or other governing body of that company or otherwise controls or has the power to control the affairs and policies of that company “Syndicated Issue” means an issue of Notes pursuant to Clause 2.2 of the Dealer Agreement “TARGET System” means the real time gross settlement system operated by the Eurosystem (known as T2) or any successor or replacement for that system “temporary Global Note” means a Global Note representing Bearer Notes on issue and which shall be substantially in the form set out in Part A or Part C of Schedule 1, as the case may be “Tranche” means, in relation to a Series, those Notes of that Series that are issued on the same date and “Transfer Agents” means the Transfer Agents referred to above and such further or other Transfer Agent or Agents as may be appointed from time to time hereunder either generally or in relation to a specific Series of Notes. 1.2 Construction of Certain References: References to: --- ![Slide 8]() > **Source slide transcript** > > A50722322 5 1.2.1 the records of Euroclear and Clearstream, Luxembourg shall be to the records that each of Euroclear and Clearstream, Luxembourg holds for its customers which reflect the amount of such customers’ interests in the Notes 1.2.2 other capitalised terms not defined in this Agreement are to those terms as defined in the Conditions 1.2.3 principal and interest shall be construed in accordance with Condition 8 and 1.2.4 costs, charges, remuneration or expenses include any value added, turnover or similar tax charged in respect thereof. 1.3 Headings: Headings shall be ignored in construing this Agreement. 1.4 Contracts: References in this Agreement to this Agreement or any other document are to this Agreement or those documents as amended, supplemented or replaced from time to time in relation to the Programme and include any document which amends, supplements or replaces them. 1.5 Schedules: The Schedules are part of this Agreement and have effect accordingly. 1.6 Alternative Clearing System: References in this Agreement to Euroclear and/or Clearstream, Luxembourg shall, wherever the context so permits, be deemed to include reference to any additional or alternative clearing system approved by the Issuer, the Registrar and the Fiscal Agent. In the case of NGNs or Global Certificates held under the NSS, such alternative clearing system must also be authorised to hold such Notes as eligible collateral for Eurosystem monetary policy and intra-day credit operations. 2 Appointment and Duties 2.1 Fiscal Agent and Registrar: The Issuer appoints Deutsche Bank AG, London Branch at its specified office in London as Fiscal Agent in respect of each Series of Notes and Deutsche Bank Luxembourg S.A. at its specified office in Luxembourg as Registrar in respect of each Series of Registered Notes. 2.2 Paying Agents and Transfer Agents: The Issuer appoints Deutsche Bank AG, London Branch at its specified office in London as Paying Agent in respect of each Series of Bearer Notes and as Transfer Agent in respect of each Series of Registered Notes, unless the Final Terms relating to a Series of Notes lists the Agents appointed in respect of that Series, in which case, only those persons acting through their specified offices shall be appointed in respect of that Series. 2.3 Calculation Agent: Deutsche Bank AG, London Branch may be appointed as Calculation Agent in respect of any Series of Notes by agreement with the Issuer. Deutsche Bank AG, London Branch shall be treated as having agreed to act as Calculation Agent in respect of a Series if it shall have received the Purchase Information (in draft or final form) naming it as Calculation Agent no later than four Business Days before the Issue Date or, if earlier, the first date on which it is required to make any calculation or determination and shall not have notified the Issuer that it does not wish to be so appointed within two Business Days of such receipt. 2.4 Agents’ Duties: The obligations of the Agents are several and not joint. Each Agent shall be obliged to perform only such duties as are specifically set out in this Agreement (including Schedule 9 in the case of the Fiscal Agent and the Registrar where the relevant Notes are represented by a NGN or which are held under the NSS), the Conditions and the Procedures --- ![Slide 9]() > **Source slide transcript** > > A50722322 6 Memorandum and any duties necessarily incidental to them. No implied duties or obligations shall be read into any such documents and Sections 7:401, 7:402, 7:403, 7:404, 7:407, 7:408 and 7:411 of the Dutch Civil Code shall, to the extent permitted, not apply. No Agent shall be obliged to perform additional duties set out in any Final Terms and thereby incorporated into the Conditions unless it shall have previously agreed to perform such duties. If the Conditions are amended on or after a date on which any Agent accepts any appointment in a way that affects the duties expressed to be performed by such Agent, it shall not be obliged to perform such duties as so amended unless it has first approved the relevant amendment. No Agent shall be under any obligation to take any action under this Agreement that it expects, and has so notified the Issuer in writing, will result in any expense to or liability of such Agent, the payment of which is not, in its opinion, assured to it within a reasonable time. In the case of Notes represented by a NGN or Global Certificates which are held under the NSS, each of the Agents (other than the Fiscal Agent or the Registrar, as the case may be) agrees that if any information required by the Fiscal Agent or the Registrar to perform the duties set out in Schedule 9 becomes known to it, it will promptly provide such information to the Fiscal Agent or the Registrar, as the case may be. 2.5 Common Safekeeper: In relation to each Series where the relevant Global Note is in NGN form or the relevant Global Certificate is held under the NSS, the Issuer hereby authorises and instructs the Fiscal Agent to elect either Euroclear or Clearstream, Luxembourg as Common Safekeeper. From time to time, the Issuer and the Fiscal Agent may agree to vary this election. The Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as Common Safekeeper in relation to any such issue and agrees that no liability shall attach to the Fiscal Agent in respect of any such election made by it. 2.6 Delegation: Notwithstanding anything to the contrary herein or in any other agreement, if in the Agent’s opinion, acting reasonably, it deems it appropriate to delegate any of its roles, duties or obligations created hereunder to a third party of good standing in the opinion of the Agent, the Issuer hereby acknowledges the potential for, and acquiesces to, such delegation. 3 Issue of Notes and Certificates 3.1 Preconditions to Issue: The Issuer shall not agree to any Issue Date unless it is a Business Day. Before issuing any Notes that are intended to be cleared through a clearing system other than Euroclear or Clearstream, Luxembourg the Issuer shall inform the Fiscal Agent of its wish to issue such Notes and shall agree with the Fiscal Agent the procedure for issuing such Notes, in the case of Notes that are to be cleared through such other clearing system, which agreement shall cover the time, date and place for the delivery of the relevant Global Note by the Fiscal Agent, whether such delivery is to be free of payment or against payment, an appropriate method for determining non-U.S. beneficial ownership of Notes in accordance with applicable U.S. law and the method by which the Fiscal Agent is to receive any payment, and hold any moneys, on behalf of the Issuer. 3.2 Notification: Not later than the time specified in the Procedures Memorandum the Issuer shall in respect of each Tranche notify and/or confirm to the Fiscal Agent by tested fax, electronic communication or in writing all such information as the Fiscal Agent may reasonably require for it to carry out its functions as contemplated by this Clause. 3.3 Issue of Certificates and Global Notes: Upon receipt by the Fiscal Agent of the information enabling it, and instructions, to do so, the Fiscal Agent shall, in the case of Bearer Notes, complete a temporary or, as the case may be, permanent Global Note in an aggregate --- ![Slide 10]() > **Source slide transcript** > > A50722322 7 nominal amount equal to that of the Tranche to be issued or, in the case of Registered Notes, notify the Registrar of all relevant information, whereupon the Registrar shall complete one or more Certificates in an aggregate nominal amount equal to that of the Tranche to be issued, (unless the Fiscal Agent is to do so in its capacity as, or as agent for, the Registrar) authenticate each Certificate (or cause its agent on its behalf to do so) and deliver them to the Fiscal Agent not later than the time specified by the Fiscal Agent (which shall be no earlier than one Business Day after receipt by the Registrar of such instructions). 3.4 Delivery of Certificates and Global Notes: Immediately before the issue of any Global Note, the Fiscal Agent (or its agent on its behalf) shall authenticate it. Following authentication of any Global Note or receipt of any Certificate, the Fiscal Agent shall (in the case of any unauthenticated Certificate, after first authenticating it as, or as agent for, the Registrar) deliver it: 3.4.1 in the case of a Tranche (other than for a Syndicated Issue) intended to be cleared through a clearing system, on the Business Day immediately preceding its Issue Date: (i) save in the case of a Global Note which is a NGN or a Global Certificate which is held under the NSS to the Common Depositary or to such clearing system or other depositary for a clearing system as shall have been agreed between the Issuer and the Fiscal Agent, and (ii) in the case of a Global Note which is a NGN or a Global Certificate which is held under the NSS, to the Common Safekeeper together with instructions to effectuate the same, together with instructions to the clearing systems to whom (or to whose depositary or Common Safekeeper) such Global Note or Global Certificate has been delivered to credit the underlying Notes represented by such Global Note or Global Certificate to the securities account(s) at such clearing systems that have been notified to the Fiscal Agent by the Issuer on a delivery against payment basis or, if notified to the Fiscal Agent by the Issuer, on a delivery free of payment basis or 3.4.2 in the case of a Syndicated Issue, on the Issue Date at or about the time specified in the relevant Subscription Agreement (i) save in the case of a Global Note which is a NGN or a Global Certificate which is held under the NSS, to, or to the order of, the Lead Manager at such place in London as shall be specified in the relevant Subscription Agreement (or such other time, date and/or place as may have been agreed between the Issuer and the Fiscal Agent) and (ii) in the case of a Global Note which is a NGN or a Global Certificate which is held under the NSS, to the Common Safekeeper for Euroclear and Clearstream, Luxembourg together with instructions to effectuate same, in each case against the delivery to the Fiscal Agent of evidence that instructions for payment of the subscription moneys due to the Issuer have been made, such evidence to be in the form set out in such Subscription Agreement or 3.4.3 otherwise, at such time, on such date, to such person and in such place as may have been agreed between the Issuer and the Fiscal Agent. Where the Fiscal Agent or Registrar delivers any authenticated Global Note or Global Certificate to the Common Safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note or Global Certificate retained by it following its receipt of confirmation from the Common Safekeeper that the relevant Global Note or Global Certificate has been effectuated. The Fiscal Agent shall immediately notify the Registrar if for any reason a Certificate is not delivered in accordance with the Issuer’s instructions. Failing any such notification, the Registrar shall cause an appropriate entry to --- ![Slide 11]() > **Source slide transcript** > > A50722322 8 be made in the Register to reflect the issue of the Notes to the person(s) whose name and address appears on each such Certificate on the Issue Date (if any). 3.5 Clearing Systems: In delivering any Global Note or Global Certificate in accordance with Clause 3.4.1, the Fiscal Agent shall give instructions to the relevant clearing system to hold the Notes represented by it to the order of the Fiscal Agent pending transfer to the securities account(s) referred to in Clause 3.4.1. Upon payment for any such Notes being made to the Fiscal Agent, it shall transfer such payment to the account of the Issuer notified to it by the Issuer. For so long as any such Note continues to be held to the order of the Fiscal Agent, the Fiscal Agent shall hold such Note to the order of the Issuer. 3.6 Advance Payment: If the Fiscal Agent pays an amount (the “Advance”) to the Issuer on the basis that a payment (the “Payment”) has been, or will be, received from any person and if the Payment has not been, or is not, received by the Fiscal Agent on the date the Fiscal Agent pays the Issuer, the Issuer shall, on demand, reimburse the Fiscal Agent the Advance and pay interest to the Fiscal Agent on the outstanding amount of the Advance from the date on which it is paid out to the date of reimbursement at the rate per annum equal to the cost to the Fiscal Agent of funding such amount, as certified by the Fiscal Agent. Such Interest shall be compounded daily. 3.7 Exchange for Permanent Global Notes and Definitive Notes: On and after the due date for exchange of any temporary Global Note which is exchangeable for a permanent Global Note, the Fiscal Agent shall, on presentation to it or to its order of the temporary Global Note, complete a permanent Global Note, authenticate it (or cause its agent on its behalf to do so), and in the case of a permanent Global Note which is a NGN, deliver the permanent Global Note to the Common Safekeeper which is holding the temporary Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg together with instructions to the Common Safekeeper to effectuate the same, and, in each case, procure the exchange of interests in such temporary Global Note for interests in an equal nominal amount of such permanent Global Note in accordance with such temporary Global Note. On or after the due date for exchange of any Global Note which is exchangeable for Definitive Notes, the Fiscal Agent shall, on presentation to it or to its order of the Global Note, procure the exchange of interests in such Global Note for Definitive Notes (if applicable, having attached Coupons and/or a Talon other than any that mature on or before the relevant date for exchange) in a nominal amount equal to that portion of such Global Note submitted for exchange in accordance with such Global Note. On exchange in full of any Global Note the Fiscal Agent shall cancel it and, if so requested by the bearer, return it to the bearer. 3.8 Signing of Notes, Certificates, Coupons and Talons: The Notes, Certificates, Coupons and Talons shall be signed manually or in facsimile on behalf of the Issuer by a duly authorised signatory of the Issuer. The Issuer shall promptly notify the Fiscal Agent of any change in the names of the person or persons whose signature is to be used on any Note or Certificate and shall if necessary provide new master Global Notes and Certificates reflecting such changes. The Issuer may however adopt and use the signature of any person who at the date of signing a Note, Certificate, Coupon or Talon is a duly authorised signatory of the Issuer even if, before the Note, Certificate, Coupon or Talon is issued, he ceases for whatever reason to hold such office and the Notes, Certificates, Coupons or Talons issued in such circumstances shall nevertheless be (or, in the case of Certificates, represent) valid and binding obligations of the Issuer. Definitive Notes, Coupons and Talons shall be security --- ![Slide 12]() > **Source slide transcript** > > A50722322 9 printed, and Certificates shall be printed, in accordance with all applicable stock exchange requirements. 3.9 Details of Notes and Certificates Delivered: As soon as practicable after delivering any Global Note, Global Certificate or Definitive Note, the Fiscal Agent or the Registrar, as the case may be, shall supply to the Issuer and the other Agents all relevant details of the Notes or Certificates delivered, in such format as it shall from time to time agree with the Issuer. 3.10 Cancellation: If any Note in respect of which information has been supplied under Clause 3.2 is not to be issued on a given Issue Date, the Issuer shall immediately (and, in any event, prior to the Issue Date) notify the Fiscal Agent and, in the case of Registered Notes, the Registrar. Upon receipt of such notice, neither the Fiscal Agent nor the Registrar shall thereafter issue or release the relevant Note(s) or Certificate(s) but shall cancel and, unless otherwise instructed by the Issuer, destroy them. 3.11 Outstanding Amount: The Fiscal Agent shall, upon request from the Issuer or any Dealer, inform such person of the aggregate nominal amount of Notes, or Notes of any particular Series, then outstanding at the time of such request. In the case of Notes represented by a NGN, the nominal amount of Notes represented by such NGN shall be the aggregate amount from time to time entered in the records of both Euroclear and Clearstream, Luxembourg. The records of Euroclear and Clearstream, Luxembourg shall be conclusive evidence of the nominal amount of Notes represented by the relevant NGN and for such purposes, a statement issued by Euroclear or Clearstream, Luxembourg stating the nominal amount of Notes represented by the relevant NGN at any time shall be conclusive evidence of the records of the relevant Clearing Systems at that time. Payments made by the Issuer in respect of Notes represented by a NGN shall discharge the Issuer’s obligations in respect thereof. Any failure to make the entries in the records of the relevant clearing systems shall not affect such discharge. 3.12 Procedures Memorandum: The Issuer shall furnish a copy of the Procedures Memorandum from time to time in effect to the Fiscal Agent and the Registrar. The parties agree that all issues of Notes shall be made in accordance with the Procedures Memorandum unless the Issuer, the Relevant Dealer(s) and the Fiscal Agent and, in the case of Registered Notes, the Registrar agree otherwise in respect of any issue. The Procedures Memorandum may only be amended with the consent of the Fiscal Agent and the Registrar. 4 Payment 4.1 Payment to the Fiscal Agent: The Issuer shall, on each date on which any payment in respect of the Notes becomes due, transfer to the Fiscal Agent such amount as may be required for the purposes of such payment. In this Clause, the date on which a payment in respect of the Notes becomes due means the first date on which the holder of a Note or Coupon could claim the relevant payment by transfer to an account under the Conditions, but disregarding the necessity for it to be a business day in any particular place of presentation. 4.2 Pre-advice of Payment: The Issuer shall procure that the bank through which the payment to the Fiscal Agent required by Clause 4.1 is to be made shall irrevocably confirm to the Fiscal Agent by authenticated SWIFT message no later than 3.00 p.m. (local time in the city of the Fiscal Agent’s specified office) on the second Business Day before the due date for any such payment that it will make such payment. --- ![Slide 13]() > **Source slide transcript** > > A50722322 10 4.3 Payment by Agents: Subject as provided in Clause 4.6, each of the Paying Agents, in the case of Bearer Notes, each of the Registrar and the Transfer Agents, in the case of the final payment in respect of any Series of Registered Notes, and the Registrar, in the case of all other payments in respect of Registered Notes, shall, subject to and in accordance with the Conditions, pay or cause to be paid on behalf of the Issuer on and after each due date therefor the amounts due in respect of the Notes and Coupons and shall be entitled to claim any amounts so paid from the Fiscal Agent. No Agent is obliged to pay noteholders until it has received the funds from the Issuer and has been able to identify or confirm receipt of those funds. 4.4 Notification of Non-payment: The Fiscal Agent shall forthwith notify each of the other Agents and the Issuer if it has not received the amount referred to in Clause 4.1 by the time specified for its receipt, unless it is satisfied that it will receive such amount. 4.5 Payment After Failure to Pre-advise or Late Payment: The Fiscal Agent shall forthwith notify in writing each of the other Agents and the Issuer if at any time following the giving of a notice by the Fiscal Agent under Clause 4.6 either any payment provided for in Clause 4.1 is made on or after its due date but otherwise in accordance with this Agreement or the Fiscal Agent is satisfied that it will receive such payment. 4.6 Suspension of Payment by Agents: Upon receipt of a notice from the Fiscal Agent under Clause 4.5, each Agent shall cease making payments in accordance with Clause 4.3 as soon as is reasonably practicable. Upon receipt of a notice from the Fiscal Agent under Clause 4.5, each Agent shall make, or shall recommence making, payments in accordance with Clause 4.3. 4.7 Reimbursements of Agents: The Fiscal Agent shall on demand promptly reimburse each Agent for payments in respect of the Notes and Coupons properly made by it in accordance with the Conditions and this Agreement. 4.8 Method of payment to Fiscal Agent: All sums payable to the Fiscal Agent hereunder shall be paid in the currency in which such sums are denominated and in immediately available or same day funds to such account with such bank as the Fiscal Agent may from time to time notify to the Issuer. 4.9 Moneys held by Fiscal Agent: The Fiscal Agent may deal with moneys paid to it under this Agreement in the same manner as other moneys paid to it as a banker by its customers except that (1) it may not exercise any lien, right of set-off or similar claim in respect of them and (2) it shall not be liable to anyone for interest on any sums held by it under this Agreement. No monies held by any Agent need be segregated except as may be required by law. 4.10 Partial Payments: If on presentation of a Note, Certificate or Coupon only part of the amount payable in respect of it is paid (except as a result of a deduction of tax permitted by the Conditions), the Agent to whom it is presented shall, in the case of a Global Note which is a CGN, procure that it is enfaced with a memorandum of the amount paid and the date of payment and shall return it to the person who presented it. Upon making payment of only part of the amount payable in respect of any Registered Note or being informed of any such partial payment by a Transfer Agent, the Registrar shall make a note of the details of such payment in the Register. In the case of a Global Note which is a NGN, the Agent to whom such Note, Certificate or Coupon is presented shall instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such shortfall in payment. --- ![Slide 14]() > **Source slide transcript** > > A50722322 11 4.11 Interest: If the Fiscal Agent pays out any amount due in respect of the Notes in accordance with the Conditions or due in accordance with Clause 4.7 before receipt of the amount due under Clause 4.1, the Issuer shall on demand reimburse the Fiscal Agent for the relevant amount and pay interest to the Fiscal Agent on such amount that is outstanding from the date on which it is paid out to the date of reimbursement at the rate per annum equal to the cost to the Fiscal Agent of funding the amount paid out, as certified by the Fiscal Agent. Such interest shall be compounded daily. 4.12 Void Global Note or Registered Note: If any Global Note becomes void (in whole or in part) or any Registered Note represented by a Global Certificate becomes void, in each case, in accordance with its terms after the occurrence of an Event of Default, the Fiscal Agent shall promptly notify the Agents and, after such notice has been given, no payment shall be made by them in respect of that Note to the extent that it has become void. 5 Repayment If claims in respect of any Note or Coupon become void or prescribed under the Conditions, the Fiscal Agent shall forthwith repay to the Issuer the amount that would have been due on such Note or Coupon if it or the relative Certificate had been presented for payment before such claims became void or prescribed. Subject to Clause 19, the Fiscal Agent shall not however be otherwise required or entitled to repay any sums received by it under this Agreement. 6 Early Redemption and Exercise of Options 6.1 Notice to Fiscal Agent: If the Issuer intends (other than consequent upon an Event of Default or any right of the holder to require redemption) to redeem all or any of the Notes of any Series before their stated maturity date or to exercise any Issuer’s option in the Conditions it shall, at least 14 days before the latest date for the publication of the notice of redemption or of exercise of Issuer’s option required to be given to Noteholders, give notice of such intention to the Fiscal Agent stating the date on which such Notes are to be redeemed or such option is to be exercised and the nominal amount of Notes to be redeemed or subject to the option. 6.2 Drawing on Partial Redemption or Exercise of Option: If some only of the Notes of a Series are to be redeemed, or subject to the exercise of an Issuer’s option, in the case of Notes in definitive form on such date the Fiscal Agent shall make the drawing that is required in accordance with the Conditions and the Issuer shall be entitled to send representatives to attend such drawing. 6.3 Notice to Noteholders: The Fiscal Agent shall publish any notice to Noteholders required in connection with any such redemption or exercise of an Issuer’s option and shall at the same time also publish a separate list of the certificate numbers of any Bearer Notes previously drawn and not presented either for payment or as may otherwise be required pursuant to any Issuer’s option and of the nominal amount of Registered Notes drawn and in respect of which the related Certificates have not been so presented. Such notice shall specify the date fixed for redemption or exercise of any option, the redemption price and the manner in which redemption will be effected or the terms of the exercise of such option and, in the case of a partial redemption or exercise of any option, the certificate numbers of the Bearer Notes drawn and the nominal amount of Registered Notes drawn. In addition, the Fiscal Agent shall send to each holder of Registered Notes that are called in whole or in part for redemption or exercise of any option, at its address shown in the Register, a copy of such --- ![Slide 15]() > **Source slide transcript** > > A50722322 12 notice together with details of such holder’s Registered Notes called for redemption or subject to any option and the extent of such redemption or the terms of the exercise of such option. 6.4 Option Exercise Notices: The Paying Agent with which a Bearer Note or the Transfer Agent with which a Certificate is deposited in a valid exercise of any Noteholders’ option shall hold such Note (together with any Coupons or Talon relating to it deposited with it) or Certificate on behalf of the depositing Noteholder (but shall not, save as provided below, release it) until the due date for redemption of, or exercise of the option relating to, the relevant Note(s) consequent upon the exercise of such option, when, in the case of an option to redeem, and subject as provided below, it shall present any such Note, Certificate, Coupons and Talon to itself for payment of the amount due in accordance with the Conditions and shall pay such moneys in accordance with the directions of the Noteholder contained in the Exercise Notice or the Change of Control Put Notice, as applicable. In the event of the exercise of any other option, each Agent shall take the steps required of it in the Conditions and, in the case of Registered Notes, Clauses 10 and 11. If any such Note becomes immediately due and payable before the due date for its redemption or exercise of the option, or if upon due presentation payment of the amount due is improperly withheld or refused or exercise of the option is improperly denied, the Agent concerned shall mail such Note (and any related Coupons or Talon) or its Certificate by uninsured post to, and at the risk of, the relevant Noteholder (unless the Noteholder otherwise requests and pays the costs of such insurance in advance to the relevant Agent) to such address as may have been given by the Noteholder in the Exercise Notice or the Change of Control Put Notice, as applicable or, in the case of Registered Notes where no address has been given, to the address appearing in the Register. At the end of each period for the exercise of any such option, each Agent shall promptly notify the Fiscal Agent of the nominal amount of the Notes in respect of which such option has been exercised with it together with their certificate numbers (or those of the Certificates representing them) and the Fiscal Agent shall promptly notify such details to the Issuer. 7 Cancellation, Destruction, Records and Reporting Requirements 7.1 Cancellation: All Bearer Notes that are redeemed (together with such unmatured Coupons or unexchanged Talons as are attached to or are surrendered with them at the time of such redemption), all Certificates representing Registered Notes that are redeemed, all Coupons that are paid in full and all Talons that have been exchanged for Coupon sheets shall be cancelled forthwith by the Paying Agent or Transfer Agent through which they are redeemed, paid or exchanged. Such Paying Agent or Transfer Agent shall send to the Fiscal Agent, in the case of Bearer Notes, or the Registrar, in the case of Registered Notes, the details required by such person for the purposes of this Clause and the cancelled Notes, Coupons, Talons and/or Certificates. 7.2 Cancellation by Issuer: If the Issuer or any of its Subsidiaries purchase any Notes that are to be cancelled in accordance with the Conditions, the Issuer shall forthwith cancel them or procure their cancellation, promptly inform the Fiscal Agent or the Registrar, as the case may be, in writing and send them (if in definitive bearer form) to the Fiscal Agent. 7.3 Certificate of Fiscal Agent or Registrar: The Fiscal Agent, in the case of Bearer Notes, or the Registrar, in the case of Registered Notes shall, as soon as possible and in any event within four months after the date of any such redemption, payment, exchange or purchase, send upon request the Issuer a certificate stating (1) the aggregate nominal amount of Notes --- ![Slide 16]() > **Source slide transcript** > > A50722322 13 that have been redeemed and cancelled and the aggregate amount paid in respect of any related Coupons that have been paid and cancelled or in respect of interest paid on a Global Note, (2) the certificate numbers of such Notes (or of the Certificates representing them), (3) the total number by maturity dates of such Coupons, (4) the certificate numbers and maturity dates of such Talons and (5) the total number and maturity dates of unmatured Coupons, and the certificate numbers and maturity dates of unmatured Talons, not surrendered with Bearer Notes redeemed, in each case distinguishing between Bearer Notes of each Series and denomination (and any Coupons and Talons relating to them) and Registered Notes of each Series. 7.4 Destruction: Unless otherwise instructed by the Issuer or unless, in the case of the Global Note, it is to be returned to its holder in accordance with its terms, the Fiscal Agent, in the case of Bearer Notes, and the Registrar, in the case of Registered Notes, (or the designated agent of either) shall destroy upon disposal authorisation of the Relevant Clearing System the cancelled Bearer Notes, Coupons, Talons and/or Certificates in its possession and shall send upon request the Issuer a certificate giving the certificate numbers of such Notes (or of the Certificates representing them) in numerical sequence, the maturity dates and certificate numbers (in numerical sequence) of such Talons and the total numbers by maturity date of such Coupons, in each case distinguishing between Bearer Notes of each Series and denomination (and any Coupons and Talons relating to them) and Registered Notes of each Series and Coupons and Talons that have been paid or exchanged and those that have been surrendered for cancellation before their due date. 7.5 Records: The Fiscal Agent shall keep a full and complete record of all Bearer Notes, Coupons and Talons (other than the certificate numbers of Coupons) and of their redemption, purchase, payment, exchange, cancellation, replacement and destruction and make such records available at all reasonable times to the Issuer. 7.6 Reporting Requirements: The Fiscal Agent shall (on behalf of the Issuer) submit such reports or information as may be required from time to time in relation to the issue and purchase of Notes by applicable law, regulations and guidelines promulgated by Japanese governmental regulatory authorities in the case of Notes denominated in or linked to yen by any governmental regulatory authority agreed between the Issuer and the Fiscal Agent. 8 Coupon Sheets As regards each Bearer Note issued with a Talon, the Fiscal Agent shall, on or after the due date for exchange of such Talon, make available in exchange for such Talon at the specified office of the Fiscal Agent a further coupon sheet and, if relevant, a further Talon appertaining to such Bearer Note, but subject always to the Issuer having procured the delivery of a supply of such coupon sheets to the Fiscal Agent. To the extent that any Coupon in any such coupon sheet shall have become void before issue, the Fiscal Agent shall cancel such Coupon and destroy it in accordance with the provisions of Clause 7.4. 9 Replacement Notes, Certificates, Coupons and Talons 9.1 Replacement: The Fiscal Agent, in the case of Bearer Notes, Coupons or Talons, and the Registrar, in the case of Certificates (in such capacity, the “Replacement Agent”), shall issue replacement Bearer Notes, Certificates, Coupons and Talons in accordance with the Conditions. --- ![Slide 17]() > **Source slide transcript** > > A50722322 14 9.2 Coupons and Talons on Replacement Bearer Notes: In the case of mutilated or defaced Bearer Notes, the Replacement Agent shall ensure that (unless such indemnity as the Issuer may require is given) any replacement Note only has attached to it Coupons and/or a Talon corresponding to those attached to the Note that it replaces. 9.3 Cancellation: The Replacement Agent shall cancel and, unless otherwise instructed by the Issuer, destroy any mutilated or defaced Bearer Notes, Certificates, Coupons and Talons replaced by it and shall send the Issuer and the Fiscal Agent a certificate giving the information specified in Clause 7.4. 9.4 Notification: The Replacement Agent shall, on issuing a replacement Bearer Note, Certificate, Coupon or Talon, forthwith inform the other Agents of its certificate number and of the one that it replaces. 9.5 Presentation after Replacement: If a Bearer Note, Certificate, Coupon or Talon that has been replaced is presented to an Agent for payment or exchange, that Agent shall forthwith inform the Fiscal Agent, in the case of Bearer Notes, or the Registrar, in the case of Registered Notes, which shall so inform the Issuer. 10 Additional Duties of the Transfer Agents The Transfer Agent with which a Certificate is presented for the transfer of, or exercise of any Noteholders’ option relating to, Registered Notes represented by it shall forthwith notify the Registrar of (1) the name and address of the holder of the Registered Note(s) appearing on such Certificate, (2) the certificate number of such Certificate and nominal amount of the Registered Note(s) represented by it, (3) (in the case of an exercise of an option) the contents of the Exercise Notice or the Change of Control Put Notice, as applicable, (4) (in the case of a transfer of, or exercise of an option relating to, part only) the nominal amount of the Registered Note(s) to be transferred or in respect of which such option is exercised, and (5) (in the case of a transfer) the name and address of the transferee to be entered on the Register and, subject to Clause 6.4, shall cancel such Certificate and forward it to the Registrar. 11 Additional Duties of the Registrar The Registrar shall maintain a Register for each Series of Registered Notes in Luxembourg in accordance with the Conditions and the Regulations. The Register shall show the number of issued Certificates, their nominal amount, their date of issue and their certificate number (which shall be unique for each Certificate of a Series) and shall identify each Registered Note, record the name and address of its initial holder, all subsequent transfers, exercises of options and changes of ownership in respect of it, the names and addresses of its subsequent holders and the Certificate from time to time representing it, in each case distinguishing between Registered Notes of the same Series having different terms as a result of the partial exercise of any option. The Registrar shall at all reasonable times during office hours make the Register available to the Issuer, the Fiscal Agent and the Transfer Agents or any person authorised by any of them for inspection and for the taking of copies and the Registrar shall deliver to such persons all such lists of holders of Registered Notes, their addresses and holdings as they may request. In relation to each Series of Registered Notes that is held under the NSS, the Registrar agrees to perform the additional duties set out in Schedule 9 to this Agreement. --- ![Slide 18]() > **Source slide transcript** > > A50722322 15 12 Regulations Concerning Registered Notes The Issuer may, subject to the Conditions, from time to time with the approval of the Fiscal Agent, the Transfer Agents and the Registrar promulgate regulations concerning the carrying out of transactions relating to Registered Notes and the forms and evidence to be provided. All such transactions shall be made subject to the Regulations. The initial Regulations are set out in Schedule 6. 13 Documents and Forms 13.1 Fiscal Agent: The Issuer shall provide to the Fiscal Agent in a sufficient quantity, in the case of paragraphs 13.1.2(ii), 13.1.3 and 13.1.4, for distribution among the relevant Agents as required by this Agreement or the Conditions: 13.1.1 executed master Global Notes to be used from time to time for the purpose of issuing Notes in accordance with Clause 3 13.1.2 if Definitive Notes in bearer form of any Series are to be issued, (i) such Definitive Notes and any related Coupons and Talons, duly executed on behalf of the Issuer, (ii) specimens of such Notes, Coupons and Talons and (iii) additional forms of such Notes, Coupons and Talons for the purpose of issuing replacements, at least 14 days before the Exchange Date for the relative Global Note (and the Fiscal Agent (or its agent on its behalf) shall authenticate such Definitive Notes immediately before their issue) 13.1.3 all documents (including Exercise Notices and Change of Control Put Notices) required under the Notes or by any stock exchange on which the Notes are listed to be available for issue or inspection during business hours (and the Paying Agents, in the case of Bearer Notes, and the Transfer Agents, in the case of Registered Notes, shall make such documents available for collection or inspection to the Noteholders that are so entitled) and 13.1.4 forms of voting certificates and block voting instructions, together with instructions as to how to complete, deal with and record the issue of such forms (and the Paying Agents, in the case of Bearer Notes, and the Transfer Agents, in the case of Registered Notes, shall make such documents available to the relevant Noteholders and carry out the other functions set out in Schedule 3). 13.2 Registrar: The Issuer shall provide the Registrar with enough blank Certificates (including Global Certificates) to meet the Transfer Agents’ and the Registrar’s anticipated requirements for Certificates upon the issue and transfer of each Series of Registered Notes and for the purpose of issuing replacement Certificates. 13.3 Notes etc. held by Agents: Each Agent (1) acknowledges that all forms of Notes, Certificates, Coupons and Talons delivered to and held by it pursuant to this Agreement shall be held by it as custodian only and it shall not be entitled to and shall not claim any lien or other security interest on such forms, (2) shall only use such forms in accordance with this Agreement, (3) shall maintain all such forms in safe custody, (4) shall take such security measures as may reasonably be necessary to prevent their theft, loss or destruction and (5) shall keep an inventory of all such forms and make it available to the Issuer and the other Agents at all reasonable times. --- ![Slide 19]() > **Source slide transcript** > > A50722322 16 14 Duties of Calculation Agent The Calculation Agent shall perform the duties expressed to be performed by it in the Conditions in respect of each Series of Notes in respect of which it is appointed as Calculation Agent. As soon as practicable after the relevant time on each Interest Determination Date or such time on such date as the Conditions may require to be calculated any rate or amount, any quotation to be obtained or any determination or calculation to be made by the Calculation Agent, the Calculation Agent shall determine such rate and calculate the Interest Amounts in respect of each denomination of the Notes for the relevant Interest Accrual Period, Interest Period or Interest Payment Date, calculate the Redemption Amount, obtain such quotation and/or make such determination or calculation, as the case may be, and cause the Rate of Interest and the Interest Amounts for each Interest Accrual Period, Interest Period or Interest Payment Date and, if required, the relevant Interest Payment Date and, if required to be calculated, any Redemption Amount to be notified to any other Calculation Agent appointed in respect of the Notes that is to make a further calculation upon receipt of such information, the Fiscal Agent, the Issuer, each of the Paying Agents, the relevant Noteholders and, if the relevant Notes are to be listed on a stock exchange and the rules of such exchange or other relevant authority so require, such exchange or other relevant authority as soon as possible after their determination but in no event later than (i) the commencement of the relevant Interest Period, if determined prior to such time, in the case of notification to such exchange or other relevant authority of a Rate of Interest and Interest Amount, or (ii) in all other cases, the fourth Business Day after such determination. If the Calculation Agent at any material time does not make any determination or calculation or take any action that it is required to do pursuant to the Conditions, it shall forthwith notify the Issuer and the Fiscal Agent. 15 Fees and Expenses 15.1 Fees: The Issuer shall pay to the Fiscal Agent the fees and expenses in respect of the Agents’ services as is separately agreed with the Fiscal Agent and the Issuer does not need to concern itself with their apportionment between the Agents. 15.2 Costs: The Issuer shall also pay on demand all reasonable out-of-pocket expenses (including legal, advertising and postage expenses) properly incurred by the Agents in connection with their services together with any applicable value added tax, sales, stamp, issue, registration, documentary or other taxes or duties. 15.3 Fees and expenses are to be paid free and clear of withholding tax unless it is required by law, in which case, the Issuer will gross up the amount so the Agents are paid in full. 16 Indemnity 16.1 By Issuer: The Issuer shall indemnify each Agent, on an after tax basis, against any loss, liability, cost, claim, action, demand or expense (including, but not limited to, all reasonable costs, charges and expenses paid or incurred in disputing or defending any of the foregoing) that it may incur or that may be made against it arising out of or in relation to or in connection with its appointment or the exercise of its functions, except such as may result from its own negligence, wilful default or fraud or that of its officers, employees or agents. 16.2 By Agents: Each Agent shall indemnify the Issuer, on an after tax basis, against any loss, liability, cost, claim, action, demand or expense (including, but not limited to, all reasonable costs, charges and expenses paid or incurred in disputing or defending any of the foregoing) --- ![Slide 20]() > **Source slide transcript** > > A50722322 17 that the Issuer may incur or that may be made against it as a result of such Agent’s negligence, wilful default or fraud or that of its officers, employees or agents. 16.3 Limitation of Liability: The Agents are not liable for any loss caused by events beyond their reasonable control including any malfunction, interruption or error in the transmission of information caused by any machine or systems or interception of communication facilities, abnormal operating conditions or events of force majeure. Under no circumstances will the Agent or the Issuer be liable for any consequential, special, speculative or indirect loss or damage (including but not limited to loss of business, goodwill, opportunity or profit) which arises out of or in connection with this Agreement even if advised of the possibility of such loss or damage. Nothing in this Agreement limits or excludes a party’s liability: (i) for fraud or wilful default or gross negligence; or (ii) for death or personal injury caused by its negligence. 16.4 Survival: This indemnity shall survive the termination or expiry of this Agreement and the resignation or removal of the Agent. 17 General 17.1 No Agency or Trust: In acting under this Agreement the Agents shall have no obligation towards or relationship of agency or trust with the holder of any Note, Coupon or Talon. 17.2 Holder to be treated as Owner: Except as otherwise required by law, each Agent shall treat the holder of a Note, Coupon or Talon as its absolute owner as provided in the Conditions and shall not be liable for doing so. 17.3 No Lien: No Agent shall exercise any lien, right of set-off or similar claim against any holder of a Note or Coupon in respect of moneys payable by it under this Agreement. 17.4 Taking of Advice: Each Agent may, acting reasonably, consult on any legal matter any legal adviser selected by it (at the expense of the Issuer), who may be an employee of or adviser to the Issuer, and it shall not be liable in respect of anything done, or omitted to be done, relating to that matter in good faith in accordance with that adviser’s opinion. Failure to consult such advisers on any matter shall not be construed as evidence of any Agent not acting in good faith. 17.5 Reliance on Documents etc.: No Agent shall be liable in respect of anything done or suffered by it in reliance on a Note, Certificate, Coupon, Talon or other document or information from any electronic or other source reasonably believed by it to be genuine and to have been signed or otherwise given or disseminated by the proper parties. 17.6 Other Relationships: Any Agent and any other person, whether or not acting for itself, may acquire, hold or dispose of any Note, Coupon, Talon or other security (or any interest therein) of the Issuer or any other person, may enter into or be interested in any contract or transaction with any such person, and may act on, or as depositary, trustee or agent for, any committee or body of holders of securities of any such person, in each case with the same rights as it would have had if that Agent were not an Agent and need not account for any profit. 17.7 List of Authorised Persons: The Issuer shall provide the Fiscal Agent for itself and for delivery to each other Agent with a copy of the certified list of persons authorised to take action on behalf of the Issuer in connection with this Agreement (as referred to in Clause 9.1.5 of the Dealer Agreement) and shall notify the Fiscal Agent and each other Agent immediately in writing if any of such persons ceases to be so authorised or if any additional --- ![Slide 21]() > **Source slide transcript** > > A50722322 18 person becomes so authorised. Unless and until notified of any such change, each Agent may rely on the certificate(s) most recently delivered to it and all instructions given in accordance with such certificate(s) shall be binding on the Issuer. 17.8 Taking Action: No Agent shall be obliged to take action which it reasonably believes will incur a cost for which it will not be reimbursed, except for costs which are for the account of the Agent. The Agent shall forthwith notify the Issuer in writing if the Agent decides not to act on the basis of this Clause 17.8. 17.9 Sanctions: None of the Issuer nor any of its Subsidiaries, nor any their respective directors or officers, nor to the best of the knowledge and belief of the Issuer any employees, agents or affiliates of the Issuer or any of its Subsidiaries (i) is a person with whom transactions are currently prohibited under any United States sanctions administered by the Office of Foreign Assets Control of the US Department of Treasury (“OFAC”) or any sanctions or measures imposed by the United Nations Security Council, the European Union or, to the extent applicable, Her Majesty’s Treasury (collectively, the “Sanctions”), (ii) is located, organised or resident in a country or territory that is the subject of Sanctions (including Afghanistan, Cuba, Iran, North Korea, Crimea and the occupied territories in the so-called People’s Republic of Donetsk and People’s Republic of Luhansk of the Ukraine and Syria), or (iii) has business or financial dealings with any person on OFAC’s Specially Designated Nationals and Blocked Persons List or an equivalent list relating to Sanctions, and the Issuer will not directly or indirectly use the proceeds from any offering of Notes hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any Sanctions. 17.10 Anti-Boycott: The Sanctions-related representations and warranties are requested by Deutsche Bank only if and to the extent that they do not result in a violation of the Council Regulation (EC) No. 2271/96 of 22 November 1996, section 7 of the German Foreign Trade Ordinance (Außenwirtschaftsverordnung - AWV) or any other applicable anti-boycott or similar laws or regulations. 17.11 Blocking Laws: No provision of Clause 17.9 shall apply to any person if and to the extent that it is or would be unenforceable by or in respect of that person by reason of breach of any provision of Council Regulation (EC) No 2271/96 of 22 November 1996 (or any law or regulation implementing such Regulation in any member state of the European Union or the United Kingdom), or any applicable anti-boycott law or regulation applicable in the United Kingdom. 17.12 Know Your Customer: If (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement; or (ii) any change in the status of the Issuer or the composition of the shareholders of the Issuer after the date of this Agreement, obliges the Agents to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Issuer shall promptly upon the request of the Agents supply or procure the supply of such documentation and other evidence as is reasonably requested by the Agents in order for the Agents to carry out and be satisfied that it has complied with all necessary “know your customer” or similar checks under all applicable laws and regulations. 17.13 Data Protection: The parties acknowledge that, in connection with this Agreement, the Issuer may disclose to the Agents, and the Agents may further process, information relating --- ![Slide 22]() > **Source slide transcript** > > A50722322 19 to individuals (“Personal Data”) such as individuals associated with the Issuer. The parties confirm that in so doing they will each comply with any applicable Data Protection Laws and, that each is acting as an independent and separate Controller and that no party will place any other party in breach of applicable Data Protection Laws. In this Agreement, “Data Protections Laws” means any data protection or privacy laws and regulations, as amended or replaced from time to time, such as (i) the Data Protection Act 2018 and (ii) the General Data Protection Regulation ((EU) 2016/679) (“GDPR”) or the UK GDPR and any applicable implementing laws, regulations and secondary legislation, and (iii) any successor legislation to the Data Protection Act 2018 and the GDPR. The terms “Controller”, “Personal Data” and “Processing” shall have the meaning given in the Data Protections Protection Laws or, if none, the meaning of any equivalent concepts to those terms as they are defined in the GDPR. The Issuer acknowledges that the Agents will Process Personal Data from the Issuer in accordance with and for the purposes set out in any relevant Privacy Notice or Privacy Policy that it makes available to the Issuer from time to time, such as those at https://corporates.db.com/company/privacy-notice-corporate-bank. The Issuer will take reasonable steps to bring the content of any such notice to the attention of individuals whose data it discloses to the relevant Agent. 17.14 Illegality: Notwithstanding anything else herein contained, each Agent may refrain, without liability, from doing anything that would or might in its opinion be contrary to any law of any state or jurisdiction (including but not limited to the United States of America or any jurisdiction forming part of it, England and Wales and the Netherlands) or any directive or regulation of any agency of any such states or jurisdiction and may, without liability, do anything which is, in its opinion, necessary to comply with any such law, directive or regulation. The Agent shall forthwith notify the Issuer in writing if the Agent decides not to act on the basis of this Clause 17.14. 17.15 Assignment: None of the parties to this Agreement is permitted to assign or transfer any of its rights and obligations under this Agreement without the prior written consent of the other parties to this Agreement, provided however that the Agents may transfer its rights and obligations under this Agreement to any other member of the DB Group without such consent. For the purposes of this Clause 17.15, “DB Group” means Deutsche Bank AG and any of its associated companies, branches and subsidiary undertakings from time to time. 18 Authorised Signatories 18.1 The Issuer shall provide the Agent with a list of its Authorised Signatories on or prior to the execution of this Agreement. The Issuer undertakes to give the Agent at least 5 Business Days' notice in writing of any amendment to its authorised signatories. Any amendment of the authorised signatories shall take effect upon the expiry of 5 Business Days' notice (or such shorter period as agreed by the Agent in its absolute discretion). appointed. 18.2 The Issuer hereby authorises the Agent to rely upon and comply with instructions and directions sent by facsimile or e-mail attaching such Signed Instructions and directions signed manually or with electronic signatures (the “Signed Instructions”), by persons believed by the Agent to be authorised to give instructions and directions on behalf of the Issuer with respect to this Agreement. The Agent shall have no duty or obligation to verify or confirm that the person who sent such Signed Instructions is, in fact, a person authorised to give instructions and directions on behalf of the Issuer other than to confirm that the name on the Signed Instructions is a name on the list of authorised signatories as held at that time --- ![Slide 23]() > **Source slide transcript** > > A50722322 20 by the Agent; and the Agent shall have no liability for any damages, losses, liabilities, costs or expenses incurred or sustained by the Issuer as a result of such reliance upon or compliance with such Signed Instructions (or for failing to act where any instruction is not received by the Agent in readable form or the call-back procedure has not been completed). The Agent may, at its sole discretion and without any liability on its part for taking or failing to take such action, perform a call-back procedure with the Issuer to verify any Signed Instructions received by facsimile or email. The Issuer agrees to comply with the call-back procedure as notified, and as the same may be amended, by the Agent from time to time. The Agent will inform the Issuer as soon as practicable following the Agent’s determination that it will not act as a result of an unreadable instruction or the uncompleted call-back procedure. 18.3 The Issuer understands that facsimile and e-mail are not secure methods of communication, and that instructions may be intercepted, lost, destroyed, corrupted or delayed in transmission and that instructions in the Issuer name received by the Agent may not in fact have been sent by the Issuer or may have been forged or distorted. 18.4 The authorisation in this Clause 18 shall remain in full force and effect until cancelled, revoked or amended by written notice received by the Agent; and replaces and supersedes any previous authorisation from the Issuer to the Agent relating to the giving of Signed Instructions with respect to this Agreement and is in addition to all other authorisations given by the Issuer with respect to this Agreement. 18.5 The Issuer agrees to indemnify and hold harmless the Agent against any and all direct claims, damages, losses, liabilities, judgments, costs or expenses (including attorneys’ fees and expenses) (collectively, “Losses”) incurred or sustained by the Agent as a result of or in connection with the Agent’s reliance upon and compliance with Signed Instructions, provided, however, that such Losses have not arisen from the negligence, wilful default or fraud of the Agent. For the avoidance of doubt, the failure of the Agent to verify (other than to confirm that the name on the Signed Instructions is a name on the list of authorised signatories as maintained by the Agent) that the person sending the Signed Instructions is, in fact, the authorised person, does not constitute negligence or wilful default. The indemnities in this Clause 18.5 shall survive termination of this Agreement or the resignation or replacement of the Agent. 18.6 Notwithstanding any revocation, cancellation, or amendment of the authorisation in this Clause 18, any action taken by the Agent pursuant to this authorisation, prior to the Agent’s actual receipt of a notice of revocation, cancellation or amendment shall not be affected by such notice. The Agent shall not be obliged to make any payment or otherwise to act on any Signed Instruction notified to it under this Agreement if it is unable to verify any signature pursuant to any Signed Instruction against the specimen signature provided for the relevant Authorised Signatory. The Agent shall notify the Issuer of such an occurrence as soon as practicable upon determining it is unable to act upon, or verify any signature included in, any Signed Instruction. 19 Changes in Agents 19.1 Appointment and Termination: In relation to any Series of Notes, the Issuer may at any time appoint additional Paying Agents or Transfer Agents and/or terminate the appointment of any Agent by giving to the Fiscal Agent and that Agent at least 60 days’ notice to that effect, which notice shall expire at least 30 days before or after any due date for payment in respect of the Notes of that Series. Upon any letter of appointment being executed by or on --- ![Slide 24]() > **Source slide transcript** > > A50722322 21 behalf of the Issuer and any person appointed as an Agent, such person shall become a party to this Agreement as if originally named in it and shall act as such Agent in respect of that or those Series of Notes in respect of which it is appointed. 19.2 Resignation: In relation to any Series of Notes, any Agent may resign its appointment at any time by giving the Issuer and the Fiscal Agent at least 60 days’ notice to that effect, which notice shall expire at least 30 days before or after any due date for payment in respect of the Notes of that Series. For the avoidance of doubt, Section 7:408(2) of the Dutch Civil Code shall not apply. 19.3 Condition to Resignation and Termination: No such resignation or (subject to Clause 19.5) termination of the appointment of the Fiscal Agent, Transfer Agent, Registrar or Calculation Agent shall, however, take effect until a new Fiscal Agent (which shall be a bank or trust company) or, as the case may be, Transfer Agent, Registrar or Calculation Agent has been appointed and no resignation or termination of the appointment of a Paying Agent or Transfer Agent shall take effect if there would not then be Paying Agents or Transfer Agents as required by the Conditions. If the Issuer fails to appoint a successor, the Agent may, following consultation with the Issuer as is practicable in the circumstances, itself appoint as its successor any reputable and experienced financial institution do so after 30 days and give notice of such appointment to the Issuer, the remaining Agents and the Noteholders, and the successor Agent shall acquire and become subject to the same rights and obligations as if it had entered into an agreement in the form mutatis mutandis of this Agreement. 19.4 Change of Office: If an Agent changes the address of its specified office in a city it shall give the Issuer and the Fiscal Agent at least 60 days’ notice of the change, giving the new address and the date on which the change is to take effect. 19.5 Automatic Termination: The appointment of the Fiscal Agent shall forthwith terminate if the Fiscal Agent becomes incapable of acting, is adjudged bankrupt or insolvent, files a voluntary petition in bankruptcy, makes an assignment for the benefit of its creditors, consents to the appointment of a receiver, administrator or other similar official of all or a substantial part of its property or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof, or if a resolution is passed or an order made for the insolvency, winding-up or dissolution of the Fiscal Agent, a receiver, administrator or other similar official of the Fiscal Agent or all or a substantial part of its property is appointed, a court order is entered approving a petition filed by or against it under applicable bankruptcy or insolvency law, or a public officer takes charge or control of the Fiscal Agent or its property or affairs for the purpose of rehabilitation, conservation or liquidation. 19.6 Delivery of Records: If the Fiscal Agent or Registrar resigns or its appointment is terminated, the Fiscal Agent shall on the date on which the resignation or termination takes effect pay to the new Fiscal Agent any amount held by it for payment in respect of the Notes or Coupons and the Fiscal Agent or Registrar, as the case may be, shall deliver to the new Fiscal Agent or Registrar the records kept by it and all documents and forms held by it pursuant to this Agreement. 19.7 Successor Corporations: A corporation into which an Agent is merged or converted or with which it is consolidated or that results from a merger, conversion or consolidation to which it is a party shall, to the extent permitted by applicable law, be the successor Agent under this Agreement without further formality. The Agent concerned shall forthwith notify such an event to the other parties to this Agreement. --- ![Slide 25]() > **Source slide transcript** > > A50722322 22 19.8 Notices: The Fiscal Agent, at the Issuer’s expense, shall give Noteholders at least 30 days’ notice of any proposed appointment, termination, resignation or change under Clauses 18.1 to 18.4 of which it is aware and, as soon as practicable, notice of any succession under Clause 19.7 of which it is aware. The Issuer shall give Noteholders, as soon as practicable, notice of any termination under Clause 19.5 of which it is aware. 20 Communications 20.1 Method: Each communication under this Agreement shall be made in English and by fax, electronic communication or otherwise in writing. Each communication or document to be delivered to any party under this Agreement shall be sent to that party at the fax number, electronic address or postal address and marked for the attention of the person (if any), from time to time designated by that party to the Fiscal Agent (or, in the case of the Fiscal Agent, by it to each other party) for the purpose of this Agreement. The initial telephone number, fax number, postal address, electronic address and person so designated are set out in the Procedures Memorandum. 20.2 Deemed Receipt: A communication shall be deemed received (if by fax) when the relevant delivery receipt is received by the sender, (if by telephone) when made and (if in writing) when delivered and (if by electronic communication) when the relevant receipt of such communication being read is given, or where no read receipt is requested by the sender, at the time of sending, provided that no delivery failure notification is received by the sender within 24 hours of sending such communication; provided that any communication that is received (or deemed to take effect in accordance with the foregoing) outside business hours or on a non-business day in the place of receipt shall be deemed to take effect at the opening of business on the next following business day in such place. Any communication delivered to any party under this Agreement which is to be sent by fax or electronic communication will be written legal evidence. 21 Notices 21.1 Publication: At the request and expense of the Issuer the Fiscal Agent shall arrange for the publication of all notices to Noteholders (other than those to be published by the Calculation Agent). Notices to Noteholders shall be published in accordance with the Conditions. 21.2 Notices from Noteholders: Each of the Fiscal Agent and the Registrar shall promptly forward to the Issuer any notice received by it from a Noteholder whether pursuant to Condition 10, whether electing to exchange a Global Note for Definitive Notes or otherwise. 22 Governing Law and Jurisdiction 22.1 Governing Law: This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by, and construed in accordance with, the laws of the Netherlands. 22.2 Submission to Jurisdiction: The courts of Amsterdam, The Netherlands are to have jurisdiction to settle any disputes that may arise out of or in connection with this Agreement and all agreements concluded under Clause 2 and accordingly any legal action or proceedings arising out of or in connection with this Agreement and all agreements concluded under Clause 2 (“Proceedings”) may be brought in such courts. The Issuer irrevocably submits to the jurisdiction of such courts and waives any objection to Proceedings in such courts on the ground of venue or on the ground that the Proceedings --- ![Slide 26]() > **Source slide transcript** > > A50722322 23 have been brought in an inconvenient forum. This Clause is for the benefit of each of the other parties to this Agreement and shall not affect the right of any of them to take Proceedings in any other court of competent jurisdiction nor shall the taking of Proceedings in one or more jurisdictions preclude any of them from taking Proceedings in any other jurisdiction (whether concurrently or not). (Remainder intentionally left blank) --- ![Slide 27]() > **Source slide transcript** > > A50722322 SIGNATURE PAGE TO THE FISCAL AGENCY AGREEMENT This Agreement has been entered into on the date stated at the beginning. JDE PEET'S N.V. /s/ G.J.A Delle Vigne_______________ By: Global Treasury Director (Authorised signatory) Name: G.J.A. Delle Vigne --- ![Slide 28]() > **Source slide transcript** > > A50722322 SIGNATURE PAGE TO THE FISCAL AGENCY AGREEMENT DEUTSCHE BANK AG, LONDON BRANCH By: /s/ Lauren Taylor_______________ Name: Lauren Taylor Title: Vice President By: /s/ Ranjit Mather_______________ Name: Ranjit Matherr Title: Director ··························· --- ![Slide 29]() > **Source slide transcript** > > A50722322 SIGNATURE PAGE TO THE FISCAL AGENCY AGREEMENT DEUTSCHE BANK LUXEMBOURG S.A. By: /s/ Lauren Taylor_______________ Name: Lauren Taylor Title: Attorney By: /s/ Ranjit Mather_______________ Name: Ranjit Matherr Title: Attorney --- ![Slide 30]() > **Source slide transcript** > > A50722322 27 Schedule 1 Part A Form of CGN Temporary Global Note JDE PEET’S N.V. (a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands having its statutory seat (statutaire zetel) in Amsterdam, The Netherlands) Euro Medium Term Note Programme TEMPORARY GLOBAL NOTE Temporary Global Note No. [ > > - ] This temporary Global Note is issued in respect of the Notes (the “Notes”) of the Tranche and Series specified in Part A of the Second Schedule hereto of JDE Peet’s N.V. (the “Issuer”). Interpretation and Definitions References in this temporary Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the amended and restated Agency Agreement dated 12 May 2023 (as amended or supplemented as at the Issue Date, the “Agency Agreement”) between the Issuer, Deutsche Bank AG, London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this temporary Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Second Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this temporary Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. If Part A of the Second Schedule hereto specifies that the applicable TEFRA exemption is either “C Rules” or “not applicable”, this temporary Global Note is a “C Rules Note”, otherwise this temporary Global Note is a “D Rules Note”. Aggregate Nominal Amount The aggregate nominal amount from time to time of this temporary Global Note shall be an amount equal to the aggregate nominal amount of the Notes as shall be shown by the latest entry in the fourth column of Part I of the First Schedule hereto, which shall be completed by or on behalf of the Fiscal Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of this temporary Global Note for a corresponding interest in a permanent Global Note or for Definitive Notes, (iii) the redemption or purchase and cancellation of Notes represented hereby and/or (iv) the exchange of interests in this temporary Global Note for direct enforcement rights, all as described below. Promise to Pay Subject as provided herein, the Issuer, for value received, promises to pay to the bearer of this temporary Global Note, upon presentation and (when no further payment is due in respect of this temporary Global Note) surrender of this temporary Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become payable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by this temporary Global Note and (unless this temporary Global Note does not bear interest) to pay interest in respect of the Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the method of calculation provided for in the Conditions, save that the calculation --- ![Slide 31]() > **Source slide transcript** > > A50722322 28 is made in respect of the total aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions. Exchange On or after the first day following the expiry of 40 days after the Issue Date (the “Exchange Date”), this temporary Global Note may be exchanged (free of charge to the holder) in whole or (in the case of a D Rules Note only) from time to time in part by its presentation and, on exchange in full, surrender to or to the order of the Fiscal Agent for interests in a permanent Global Note or, if so specified in Part A of the Second Schedule hereto, for Definitive Notes in an aggregate nominal amount equal to the nominal amount of this temporary Global Note submitted for exchange; provided that, in the case of any part of a D Rules Note submitted for exchange for a permanent Global Note or Definitive Notes, there shall have been Certification with respect to such nominal amount submitted for such exchange dated no earlier than the Exchange Date. “Certification” means the presentation to the Fiscal Agent of a certificate or certificates with respect to one or more interests in this temporary Global Note, signed by Euroclear or Clearstream, Luxembourg, substantially to the effect set out in Schedule 8 to the Agency Agreement to the effect that it has received a certificate or certificates substantially to the effect set out in Schedule 8 to the Agency Agreement with respect thereto and that no contrary advice as to the contents thereof has been received by Euroclear or Clearstream, Luxembourg, as the case may be. Upon the whole or a part of this temporary Global Note being exchanged for a permanent Global Note, such permanent Global Note shall be exchangeable in accordance with its terms for Definitive Notes. The Definitive Notes for which this temporary Global Note or a permanent Global Note may be exchangeable shall be duly executed and authenticated, shall, in the case of Definitive Notes, have attached to them all Coupons (and, where appropriate, Talons) in respect of interest that have not already been paid on this temporary Global Note or the permanent Global Note, as the case may be, shall be security printed and shall be substantially in the form set out in the Schedules to the Agency Agreement as supplemented and/or modified and/or superseded by the terms of the Second Schedule hereto. On exchange in full and surrender of this temporary Global Note for Definitive Notes, the Issuer shall, if the holder so requests, procure that it is cancelled and returned to the holder together with the relevant Definitive Notes. On any exchange of a part of this temporary Global Note for an equivalent interest in a permanent Global Note or for Definitive Notes, as the case may be, the portion of the nominal amount hereof so exchanged shall be endorsed by or on behalf of the Fiscal Agent in Part I of the First Schedule hereto, whereupon the nominal amount hereof shall be reduced for all purposes by the amount so exchanged and endorsed. If, for any actual or alleged reason that would not have been applicable had there been no exchange of this temporary Global Note (or part of this temporary Global Note) or in any other circumstances whatsoever, the Issuer does not perform or comply with any one or more of what are expressed to be its obligations under any Definitive Notes, then any right or remedy relating in any way to the obligation(s) in question may be exercised or pursued on the basis of this temporary Global Note despite its stated cancellation after its exchange in full, as an alternative, or in addition, to the Definitive Notes (or the Coupons or Talons appertaining to them as appropriate). With this exception, upon exchange in full and cancellation of this temporary Global Note for Definitive Notes, this temporary Global Note shall become void. --- ![Slide 32]() > **Source slide transcript** > > A50722322 29 Benefit of Conditions Except as otherwise specified herein, this temporary Global Note is subject to the Conditions and, until the whole of this temporary Global Note is exchanged for equivalent interests in a permanent Global Note or for Definitive Notes, the holder of this temporary Global Note shall in all respects be entitled to the same benefits as if it were the holder of the permanent Global Note (or the relevant part of it) or the Definitive Notes, as the case may be, for which it may be exchanged as if such permanent Global Note or Definitive Notes had been issued on the Issue Date. Payments No person shall be entitled to receive any payment in respect of the Notes represented by this temporary Global Note that falls due on or after the Exchange Date unless, upon due presentation of this temporary Global Note for exchange, delivery of (or, in the case of a subsequent exchange, due endorsement of) a permanent Global Note or delivery of Definitive Notes, as the case may be, is improperly withheld or refused by or on behalf of the Issuer. Payments due in respect of a D Rules Note before the Exchange Date shall only be made in relation to such nominal amount of this temporary Global Note with respect to which there shall have been Certification dated no earlier than such due date for payment. Any payments that are made in respect of this temporary Global Note shall be made to its holder against presentation and (if no further payment falls to be made on it) surrender of it at the specified office of the Fiscal Agent or of any other Paying Agent provided for in the Conditions. If any payment in full of principal is made in respect of any Note represented by this temporary Global Note, the portion of this temporary Global Note representing such Note shall be cancelled and the amount so cancelled shall be endorsed by or on behalf of the Fiscal Agent in Part I of the First Schedule hereto (such endorsement being prima facie evidence that the payment in question has been made) whereupon the nominal amount hereof shall be reduced for all purposes by the amount so cancelled and endorsed. If any other payments are made in respect of the Notes represented by this temporary Global Note, a record of each such payment shall be endorsed by or on behalf of the Fiscal Agent on an additional schedule hereto (such endorsement being prima facie evidence that the payment in question has been made). For the purposes of any payments made in respect of this temporary Global Note, the words “in the relevant place of presentation” shall not apply in the definition of “business day” in Condition 7(h) (Non-Business Days). Cancellation Cancellation of any Note represented by this temporary Global Note that is required by the Conditions to be cancelled (other than upon its redemption) shall be effected by reduction in the nominal amount of this temporary Global Note representing such Note on its presentation to or to the order of the Fiscal Agent for endorsement in Part I of the First Schedule hereto, whereupon the nominal amount hereof shall be reduced for all purposes by the amount so cancelled and endorsed. Events of Default The holder hereof may from time to time exercise the right to declare Notes represented by this temporary Global Note due and payable following an Event of Default in accordance with the Conditions by stating in a notice given to the Fiscal Agent the nominal amount of Notes (which may be less than the outstanding nominal amount hereof) to which such notice relates. In the event that the Notes represented by this temporary Global Note (or any part hereof) have become due and payable and payment in full of the amount due has not been made to the bearer or has become exchangeable and exchange in full has not been effected, in each case in --- ![Slide 33]() > **Source slide transcript** > > A50722322 30 accordance with the foregoing, then, unless within the period of 15 (fifteen) days commencing on the relevant due date payment in full of the amount due in respect of this temporary Global Note is received by the bearer or this temporary Global Note is duly exchanged in full for Definitive Notes, in each case in accordance with the foregoing, at 5.00 p.m. (CET) on such fifteenth day (the “Relevant Time”) this temporary Global Note (including the obligation hereunder to issue Definitive Notes) will become void and the bearer will have no further rights under this temporary Global Note but each Relevant Account Holder shall automatically acquire, without the need for any further action on behalf of any person, against the Issuer all those rights (“Direct Rights”) which such Relevant Account Holder would have had if at the Relevant Time it held and owned duly executed and authenticated Definitive Notes and (if applicable) Coupons and/or Talons in respect of each underlying Note represented by such temporary Global Note which such Relevant Account Holder has credited to its securities account with the Relevant Clearing System at the Relevant Time. The Issuer’s obligation pursuant to this paragraph shall be a separate and independent obligation by reference to each relevant underlying Note and the Issuer agrees that a Relevant Account Holder may assign its rights hereunder in whole or in part. “Relevant Account Holder” means any account holder with the Relevant Clearing System which has underlying Notes credited to its securities account at the Relevant Time. "Relevant Clearing System" means, as applicable, Euroclear, Clearstream, Luxembourg and/or any other additional clearing system or systems specified in the applicable Pricing Supplement (but does not include Euroclear Netherlands whether or not so specified). No such election may however be made on or before the Exchange Date unless the holder elects in such notice that the exchange for such Notes shall no longer take place. Notices Notices required to be given in respect of the Notes represented by this temporary Global Note may be given by their being delivered (so long as this temporary Global Note is held on behalf of Euroclear and Clearstream, Luxembourg or any other clearing system) to Euroclear, Clearstream, Luxembourg or such other clearing system, as the case may be, or otherwise to the holder of this temporary Global Note, rather than by publication as required by the Conditions, except that, so long as the Notes are listed and/or admitted to trading, notices required to be given to the holders pursuant to the Conditions shall also be published (if such publication is required) in a manner which complies with the rules and regulations of any stock exchange or other relevant authority on which the Notes are listed/and or admitted to trading. No provision of this temporary Global Note shall alter or impair the obligation of the Issuer to pay the principal and premium of and interest on the Notes when due in accordance with the Conditions. This temporary Global Note shall not be valid or become obligatory for any purpose until authenticated by or on behalf of the Fiscal Agent. This temporary Global Note and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with Dutch law. Articles 229(e) to 229(k) of The Netherlands Commercial Code (Wetboek van Koophandel) do not apply to this Global Note. --- ![Slide 34]() > **Source slide transcript** > > A50722322 SIGNATURE PAGE TO THE CGN TEMPORARY GLOBAL NOTE In witness whereof the Issuer has caused this temporary Global Note to be duly signed on its behalf. Dated as of the Issue Date. JDE PEET’S N.V. By: Name: Certificate of Authentication This temporary Global Note is authenticated by or on behalf of the Fiscal Agent. DEUTSCHE BANK AG, LONDON BRANCH as Fiscal Agent By: Name: Authorised Signatory For the purposes of authentication only. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. --- ![Slide 35]() > **Source slide transcript** > > A50722322 32 The First Schedule Part I Nominal Amount of Notes Represented by this Temporary Global Note The following (i) issue of Notes initially represented by this temporary Global Note, (ii) exchanges of the whole or a part of this temporary Global Note for interests in a permanent Global Note, for Definitive Notes or for Direct Rights and/or (iii) cancellations or forfeitures of interests in this temporary Global Note have been made, resulting in the nominal amount of this temporary Global Note specified in the latest entry in the fourth column below: Date Amount of decrease in nominal amount of this temporary Global Note Reason for decrease in nominal amount of this temporary Global Note (exchange, cancellation or forfeiture) Nominal amount of this temporary Global Note on issue or following such decrease Notation made by or on behalf of the Fiscal Agent Issue Date Not applicable Not applicable --- ![Slide 36]() > **Source slide transcript** > > A50722322 33 Part II Direct Rights The nominal amount of Notes in respect of which Direct Rights have arisen is shown by the latest entry in the third column below: Date Amount of decrease in nominal amount of Notes in respect of which Direct Rights have arisen Initial nominal amount and nominal amount following such increase Notation by or on behalf of the Fiscal Agent (other than in respect of initial nominal amount) Issue Date Not applicable Zero Not applicable --- ![Slide 37]() > **Source slide transcript** > > A50722322 34 The Second Schedule [INSERT THE PROVISIONS OF THE RELEVANT FINAL TERMS THAT RELATE TO THE CONDITIONS OR THE GLOBAL NOTES AS THE SECOND SCHEDULE] --- ![Slide 38]() > **Source slide transcript** > > A50722322 35 Schedule 1 Part B Form of CGN Permanent Global Note JDE PEET’S N.V. (a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands having its statutory seat (statutaire zetel) in Amsterdam, The Netherlands) Euro Medium Term Note Programme PERMANENT GLOBAL NOTE Permanent Global Note No. [ > > - ] This permanent Global Note is issued in respect of the Notes (the “Notes”) of the Tranche(s) and Series specified in Part A of the Third Schedule hereto of JDE Peet’s N.V. (the “Issuer”). Interpretation and Definitions References in this permanent Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the amended and restated Agency Agreement dated 12 May 2023 (as amended or supplemented as at the Issue Date, the “Agency Agreement”) between the Issuer, Deutsche Bank AG, London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this permanent Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Third Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this permanent Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. Aggregate Nominal Amount The aggregate nominal amount from time to time of this permanent Global Note shall be an amount equal to the aggregate nominal amount of the Notes as shall be shown by the latest entry in the fourth column of Part I of the First Schedule hereto, which shall be completed by or on behalf of the Fiscal Agent upon (i) the exchange of the whole or a part of the temporary Global Note initially representing the Notes for a corresponding interest herein (in the case of Notes represented by a temporary Global Note upon issue), (ii) the issue of the Notes represented hereby (in the case of Notes represented by this permanent Global Note upon issue), (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this permanent Global Note for Definitive Notes, (iv) the redemption or purchase and cancellation of Notes represented hereby and/or (v) the exchange of interests in this permanent Global Note for direct enforcement rights, all as described below. Promise to Pay Subject as provided herein, the Issuer, for value received, promises to pay to the bearer of this permanent Global Note, upon presentation and (when no further payment is due in respect of this permanent Global Note) surrender of this permanent Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by this permanent Global Note and (unless this permanent Global Note does not bear interest) to pay interest in respect of the Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the method of calculation provided for in the Conditions, save that the calculation --- ![Slide 39]() > **Source slide transcript** > > A50722322 36 is made in respect of the total aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions. Exchange This permanent Global Note is exchangeable (free of charge to the holder) on or after the Exchange Date in whole but not, except as provided in the next paragraph, in part for the Definitive Notes (1) if this permanent Global Note is held on behalf of Euroclear or Clearstream, Luxembourg or any other clearing system (an “Alternative Clearing System”) and any such clearing system is closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or announces an intention permanently to cease business or does in fact do so or (2) if principal in respect of any Notes is not paid when due, by the holder giving notice to the Fiscal Agent of its election for such exchange. This permanent Global Note is exchangeable in part (provided, however, that if this permanent Global Note is held by or on behalf of Euroclear, Clearstream, Luxembourg and/or an Alternative Clearing System, Euroclear, Clearstream, Luxembourg and/or such Alternative Clearing System, as the case may be, so permit) if principal in respect of any Notes is not paid when due. “Exchange Date” means a day falling not less than 60 days or in the case of exchange following failure to pay principal in respect of any Notes when due 30 days, after that on which the notice requiring exchange is given and on which banks are open for business in the city in which the specified office of the Fiscal Agent is located and, except in the case of exchange pursuant to (1) above, in the cities in which Euroclear and Clearstream, Luxembourg or, if relevant, the Alternative Clearing System, are located. Any such exchange may be effected on or after an Exchange Date by the holder of this permanent Global Note surrendering this permanent Global Note or, in the case of a partial exchange, presenting it for endorsement to or to the order of the Fiscal Agent. In exchange for this permanent Global Note, or part thereof to be exchanged, the Issuer shall deliver, or procure the delivery of, duly executed and authenticated Definitive Notes in an aggregate nominal amount equal to the nominal amount of this permanent Global Note submitted for exchange (if appropriate, having attached to them all Coupons (and, where appropriate, Talons) in respect of interest that have not already been paid on this permanent Global Note), security printed and substantially in the form set out in the Schedules to the Agency Agreement as supplemented and/or modified and/or superseded by the terms of the Third Schedule hereto. On exchange in full and surrender of this permanent Global Note, the Issuer shall, if the holder so requests, procure that it is cancelled and returned to the holder together with the relevant Definitive Notes. On any exchange of a part of this permanent Global Note the portion of the nominal amount hereof so exchanged shall be endorsed by or on behalf of the Fiscal Agent in Part I of the First Schedule hereto, whereupon the nominal amount hereof shall be reduced for all purposes by the amount so exchanged and endorsed. If, for any actual or alleged reason that would not have been applicable had there been no exchange of this permanent Global Note (or part of this permanent Global Note) or in any other circumstances whatsoever, the Issuer does not perform or comply with any one or more of what are expressed to be its obligations under any Definitive Notes, then any right or remedy relating in any way to the obligation(s) in question may be exercised or pursued on the basis of this permanent Global Note despite its stated cancellation after its exchange in full, as an alternative, or in addition, to the Definitive Notes (or the Coupons or Talons appertaining to them as appropriate). With this exception, --- ![Slide 40]() > **Source slide transcript** > > A50722322 37 upon exchange in full and cancellation of this permanent Global Note for Definitive Notes, this permanent Global Note shall become void. Benefit of Conditions Except as otherwise specified herein, this permanent Global Note is subject to the Conditions and, until the whole of this permanent Global Note is exchanged for Definitive Notes, the holder of this permanent Global Note shall in all respects be entitled to the same benefits as if it were the holder of the Definitive Notes for which it may be exchanged and as if such Definitive Notes had been issued on the Issue Date. Payments No person shall be entitled to receive any payment in respect of the Notes represented by this permanent Global Note that falls due after an Exchange Date for such Notes, unless upon due presentation of this permanent Global Note for exchange, delivery of Definitive Notes is improperly withheld or refused by or on behalf of the Issuer or the Issuer does not perform or comply with any one or more of what are expressed to be its obligations under any Definitive Notes. Payments in respect of this permanent Global Note shall be made to its holder against presentation and (if no further payment falls to be made on it) surrender of it at the specified office of the Fiscal Agent or of any other Paying Agent provided for in the Conditions. A record of each such payment shall be endorsed on the First or Second Schedule hereto, as appropriate, by the Fiscal Agent or by the relevant Paying Agent, for and on behalf of the Fiscal Agent, which endorsement shall (until the contrary is proved) be prima facie evidence that the payment in question has been made. For the purposes of any payments made in respect of this permanent Global Note, the words “in the relevant place of presentation” shall not apply in the definition of “business day” in Condition 7(h) (Non-Business Days). Prescription Claims in respect of principal and interest (as each is defined in the Conditions) in respect of this permanent Global Note shall become void unless it is presented for payment within a period of 10 years (in the case of principal) and five years (in the case of interest) from the appropriate Relevant Date. Meetings For the purposes of any meeting of Noteholders, the holder of this permanent Global Note shall (unless this permanent Global Note represents only one Note) be treated as two persons for the purposes of any quorum requirements of a meeting of Noteholders and, at any such meeting, as having one vote in respect of each integral currency unit of the Specified Currency of the Notes. Cancellation Cancellation of any Note represented by this permanent Global Note that is required by the Conditions to be cancelled (other than upon its redemption) shall be effected by reduction in the nominal amount of this permanent Global Note representing such Note on its presentation to or to the order of the Fiscal Agent for endorsement in Part I of the First Schedule hereto, whereupon the nominal amount hereof shall be reduced for all purposes by the amount so cancelled and endorsed. Purchase Notes may only be purchased by the Issuer or any of its Subsidiaries if they are purchased together with the right to receive all future payments of interest (if any) thereon. --- ![Slide 41]() > **Source slide transcript** > > A50722322 38 Issuer’s Options Any option of the Issuer provided for in the Conditions shall be exercised by the Issuer giving notice to the Noteholders within the time limits set out in and containing the information required by the Conditions, except that the notice shall not be required to contain the serial numbers of Notes drawn in the case of a partial exercise of an option and accordingly no drawing of Notes shall be required. Noteholders’ Options Any option of the Noteholders provided for in the Conditions may be exercised by the holder of this permanent Global Note giving notice to the Issuer or the Fiscal Agent, as provided for in the Condiitons, within the time limits relating to the deposit of Notes with a Paying Agent set out in the Conditions substantially in the form of the relevant notice available from any Paying Agent, except that the notice shall not be required to contain the certificate numbers of the Notes in respect of which the option has been exercised, and stating the nominal amount of Notes in respect of which the option is exercised and at the same time presenting this permanent Global Note to the Fiscal Agent, or to a Paying Agent acting on behalf of the Fiscal Agent, for notation accordingly in the Fourth Schedule hereto. Events of Default The holder hereof may from time to time exercise the right to declare Notes represented by this permanent Global Note due and payable following an Event of Default in accordance with the Conditions by stating in a notice given to the Fiscal Agent the nominal amount of Notes (which may be less than the outstanding nominal amount hereof) to which such notice relates. In the event that the Notes represented by this permanent Global Note (or any part hereof) have become due and payable and payment in full of the amount due has not been made to the bearer or has become exchangeable and exchange in full has not been effected, in each case in accordance with the foregoing, then, unless within the period of 15 (fifteen) days commencing on the relevant due date payment in full of the amount due in respect of this Global Note is received by the bearer or this permanent Global Note is duly exchanged in full for Definitive Notes, in each case in accordance with the foregoing, at 5.00 p.m. (CET) on such fifteenth day (the “Relevant Time”) this permanent Global Note (including the obligation hereunder to issue Definitive Notes) will become void and the bearer will have no further rights under this permanent Global Note but each Relevant Account Holder shall automatically acquire, without the need for any further action on behalf of any person, against the Issuer all those rights (“Direct Rights”) which such Relevant Account Holder would have had if at the Relevant Time it held and owned duly executed and authenticated Definitive Notes and (if applicable) Coupons and/or Talons in respect of each underlying Note represented by such permanent Global Note which such Relevant Account Holder has credited to its securities account with the Relevant Clearing System at the Relevant Time. The Issuer’s obligation pursuant to this paragraph shall be a separate and independent obligation by reference to each relevant underlying Note and the Issuer agrees that a Relevant Account Holder may assign its rights hereunder in whole or in part. “Relevant Account Holder” means any account holder with the Relevant Clearing System which has underlying Notes credited to its securities account at the Relevant Time. "Relevant Clearing System" means, as applicable, Euroclear, Clearstream, Luxembourg and/or any other additional clearing system or systems specified in the applicable Pricing Supplement (but does not include Euroclear Netherlands whether or not so specified). No such election may however be made on or before an Exchange Date unless the holder elects in such notice that the exchange for such Notes shall no longer take place. --- ![Slide 42]() > **Source slide transcript** > > A50722322 39 Notices Notices required to be given in respect of the Notes represented by this permanent Global Note may be given by their being delivered (so long as this permanent Global Note is held on behalf of Euroclear, Clearstream, Luxembourg or any other clearing system) to Euroclear, Clearstream, Luxembourg or such other clearing system, as the case may be, or otherwise to the holder of this permanent Global Note, rather than by publication as required by the Conditions, except that, so long as the Notes are listed and/or admitted to trading, notices required to be given to the holders pursuant to the Conditions shall also be published (if such publication is required) in a manner which complies with the rules and regulations of any stock exchange or other relevant authority on which the Notes are listed/and or admitted to trading. Negotiability This permanent Global Note is a bearer document and negotiable and accordingly: 1 is freely transferable by delivery and such transfer shall operate to confer upon the transferee all rights and benefits appertaining hereto and to bind the transferee with all obligations appertaining hereto pursuant to the Conditions 2 the holder of this permanent Global Note is and shall be absolutely entitled as against all previous holders to receive all amounts by way of amounts payable upon redemption, interest or otherwise payable in respect of this permanent Global Note and the Issuer has waived against such holder and any previous holder of this permanent Global Note all rights of set-off or counterclaim that would or might otherwise be available to it in respect of the obligations evidenced by this Global Note and 3 payment upon due presentation of this permanent Global Note as provided herein shall operate as a good discharge against such holder and all previous holders of this permanent Global Note. No provisions of this permanent Global Note shall alter or impair the obligation of the Issuer to pay the principal and premium of and interest on the Notes when due in accordance with the Conditions. This permanent Global Note shall not be valid or become obligatory for any purpose until authenticated by or on behalf of the Fiscal Agent. This permanent Global Note and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with Dutch law. Articles 229(e) to 229(k) of The Netherlands Commercial Code (Wetboek van Koophandel) do not apply to this Global Note. --- ![Slide 43]() > **Source slide transcript** > > A50722322 SIGNATURE PAGE TO THE CGN PERMANENT GLOBAL NOTE In witness whereof the Issuer has caused this permanent Global Note to be duly signed on its behalf. Dated as of the Issue Date. JDE PEET’S N.V. By: Name: Certificate of Authentication This permanent Global Note is authenticated by or on behalf of the Fiscal Agent. DEUTSCHE BANK AG, LONDON BRANCH as Fiscal Agent By: Name: Authorised Signatory For the purposes of authentication only. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. --- ![Slide 44]() > **Source slide transcript** > > A50722322 41 The First Schedule Part I Nominal Amount of Notes Represented by this Permanent Global Note The following (i) issues of Notes initially represented by this permanent Global Note, (ii) exchanges of interests in a temporary Global Note for interests in this permanent Global Note, (iii) exchanges of the whole or a part of this permanent Global Note for Definitive Notes or for Direct Rights, (iv) cancellations or forfeitures of interests in this permanent Global Note and/or (v) payments of amounts payable upon redemption in respect of this permanent Global Note have been made, resulting in the nominal amount of this permanent Global Note specified in the latest entry in the fourth column: Date Amount of increase/decrease in nominal amount of this permanent Global Note Reason for increase/decrease in nominal amount of this permanent Global Note (initial issue, exchange, cancellation, forfeiture or payment, stating amount of payment made) Nominal Amount of this permanent Global Note following such increase/decrease Notation made by or on behalf of the Fiscal Agent --- ![Slide 45]() > **Source slide transcript** > > A50722322 42 Part II Direct Rights The nominal amount of Notes in respect of which Direct Rights have arisen is shown by the latest entry in the third column below: Date Amount of increase in nominal amount of Notes in respect of which Direct Rights have arisen Initial nominal amount and nominal amount following such increase Notation by or on behalf of the Fiscal Agent (other than in respect of initial nominal amount) Issue Date Not applicable zero Not applicable --- ![Slide 46]() > **Source slide transcript** > > A50722322 43 The Second Schedule Payments of Interest The following payments of interest or Interest Amount in respect of this Permanent Global Note have been made: Due date of payment Date of payment Amount of interest Notation made by or on behalf of the Fiscal Agent --- ![Slide 47]() > **Source slide transcript** > > A50722322 44 The Third Schedule [INSERT THE PROVISIONS OF THE RELEVANT FINAL TERMS THAT RELATE TO THE CONDITIONS OR THE GLOBAL NOTES AS THE THIRD SCHEDULE] --- ![Slide 48]() > **Source slide transcript** > > A50722322 45 The Fourth Schedule Exercise of Noteholders’ Option The following exercises of the option of the Noteholders provided for in the Conditions have been made in respect of the stated nominal amount of this permanent Global Note: Date of exercise Nominal Amount of this permanent Global Note in respect of which exercise is made Date on which exercise of such option is effective Notation made by or on behalf of the Fiscal Agent --- ![Slide 49]() > **Source slide transcript** > > A50722322 46 Schedule 1 Part C Form of NGN Temporary Global Note JDE PEET’S N.V. (a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands having its statutory seat (statutaire zetel) in Amsterdam, The Netherlands) Euro Medium Term Note Programme TEMPORARY GLOBAL NOTE Temporary Global Note No. [ > > - ] This temporary Global Note is issued in respect of the Notes (the “Notes”) of the Tranche and Series specified in Part A of the Schedule hereto of JDE Peet’s N.V. (the “Issuer”). Interpretation and Definitions References in this temporary Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the amended and restated Agency Agreement dated 12 May 2023 (as amended or supplemented as at the Issue Date, the “Agency Agreement”) between the Issuer, Deutsche Bank AG, London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this temporary Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this temporary Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. If the Second Schedule hereto specifies that the applicable TEFRA exemption is either “C Rules” or “not applicable”, this temporary Global Note is a “C Rules Note”, otherwise this temporary Global Note is a “D Rules Note”. Aggregate Nominal Amount The aggregate nominal amount from time to time of this temporary Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered in the records of both Euroclear and Clearstream, Luxembourg (together the “relevant Clearing Systems”), which shall be completed and/or amended, as the case may be, upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of this temporary Global Note for a corresponding interest recorded in the records of the relevant Clearing Systems in a permanent Global Note or for Definitive Notes, (iii) the redemption or purchase and cancellation of Notes represented hereby (iv) the exchange of interests in this temporary Global Note for direct enforcement rights, all as described below. The records of the relevant Clearing Systems (which expression in this temporary Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this temporary Global Note and, for these purposes, a statement issued by a relevant Clearing System (which statement shall be made available to the bearer upon request) stating the nominal amount of Notes represented by the temporary Global Note at any time shall be conclusive evidence of the records of the relevant Clearing Systems at that time. Promise to Pay Subject as provided herein, the Issuer, for value received, promises to pay to the bearer of this temporary Global Note, upon presentation and (when no further payment is due in respect of this --- ![Slide 50]() > **Source slide transcript** > > A50722322 47 temporary Global Note) surrender of this temporary Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become payable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by this temporary Global Note and (unless this temporary Global Note does not bear interest) to pay interest in respect of the Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the method of calculation provided for in the Conditions, save that the calculation is made in respect of the total aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions. Exchange Subject as provided in the Conditions applicable to Partly-paid Notes, on or after the first day following the expiry of 40 days after the Issue Date (the “Exchange Date”), this temporary Global Note may be exchanged (free of charge to the holder) in whole or (in the case of a D Rules Note only) from time to time in part by its presentation and, on exchange in full, surrender to or to the order of the Fiscal Agent for interests recorded in the records of the relevant Clearing Systems in a permanent Global Note or, if so specified in Part A of the Schedule hereto, for Definitive Notes in an aggregate nominal amount equal to the nominal amount of this temporary Global Note submitted for exchange; provided that, in the case of any part of a D Rules Note submitted for exchange for interests recorded in the records of the relevant Clearing Systems in a permanent Global Note or Definitive Notes, there shall have been Certification with respect to such nominal amount submitted for such exchange dated no earlier than the Exchange Date. “Certification” means the presentation to the Fiscal Agent of a certificate or certificates with respect to one or more interests in this temporary Global Note, signed by Euroclear or Clearstream, Luxembourg, substantially to the effect set out in Schedule 8 to the Agency Agreement to the effect that it has received a certificate or certificates substantially to the effect set out in Schedule 8 to the Agency Agreement with respect thereto and that no contrary advice as to the contents thereof has been received by Euroclear or Clearstream, Luxembourg, as the case may be. Upon the whole or a part of this temporary Global Note being exchanged for a permanent Global Note, such permanent Global Note shall be exchangeable in accordance with its terms for Definitive Notes. The Definitive Notes for which this temporary Global Note or a permanent Global Note may be exchangeable shall be duly executed and authenticated, shall, in the case of Definitive Notes, have attached to them all Coupons (and, where appropriate, Talons) in respect of interest that have not already been paid on this temporary Global Note or the permanent Global Note, as the case may be, shall be security printed and shall be substantially in the form set out in the Schedules to the Agency Agreement as supplemented and/or modified and/or superseded by the terms of Part A of the Schedule hereto. On exchange in full and surrender of this temporary Global Note for Definitive Notes, the Issuer shall, if the holder so requests, procure that it is cancelled and returned to the holder together with the relevant Definitive Notes and procure that such exchange and cancellation shall be recorded in the records of the relevant Clearing Systems. On any exchange of a part of this temporary Global Note for an equivalent interest in a permanent Global Note or for Definitive Notes, as the case may be, the Issuer shall procure that details of the portion of the nominal amount hereof so exchanged shall be entered pro rata in the records of the relevant Clearing Systems and upon any such entry being made, the nominal amount of the Notes recorded in the records of the relevant Clearing --- ![Slide 51]() > **Source slide transcript** > > A50722322 48 Systems and represented by this temporary Global Note shall be reduced by an amount equal to such portion so exchanged. If, for any actual or alleged reason that would not have been applicable had there been no exchange of this temporary Global Note (or part of this temporary Global Note) or in any other circumstances whatsoever, the Issuer does not perform or comply with any one or more of what are expressed to be its obligations under any Definitive Notes, then any right or remedy relating in any way to the obligation(s) in question may be exercised or pursued on the basis of this temporary Global Note despite its stated cancellation after its exchange in full, as an alternative, or in addition, to the Definitive Notes (or the Coupons or Talons appertaining to them as appropriate). With this exception, upon exchange in full and cancellation of this temporary Global Note for Definitive Notes, this temporary Global Note shall become void. Benefit of Conditions Except as otherwise specified herein, this temporary Global Note is subject to the Conditions and, until the whole of this temporary Global Note is exchanged for equivalent interests in a permanent Global Note or for Definitive Notes, the holder of this temporary Global Note shall in all respects be entitled to the same benefits as if it were the holder of the permanent Global Note (or the relevant part of it) or the Definitive Notes, as the case may be, for which it may be exchanged as if such permanent Global Note or Definitive Notes had been issued on the Issue Date. Payments No person shall be entitled to receive any payment in respect of the Notes represented by this temporary Global Note that falls due on or after the Exchange Date unless, upon due presentation of this temporary Global Note for exchange, delivery of (or, in the case of a subsequent exchange, a corresponding entry being recorded in the records of the relevant Clearing Systems) a permanent Global Note or delivery of Definitive Notes, as the case may be, is improperly withheld or refused by or on behalf of the Issuer. Payments due in respect of a D Rules Note before the Exchange Date shall only be made in relation to such nominal amount of this temporary Global Note with respect to which there shall have been Certification dated no earlier than such due date for payment. Any payments that are made in respect of this temporary Global Note shall be made to its holder against presentation and (if no further payment falls to be made on it) surrender of it at the specified office of the Fiscal Agent or of any other Paying Agent provided for in the Conditions and each payment so made will discharge the Issuer’s obligations in respect thereof. Any failure to make the entries in the records of the relevant Clearing Systems referred to herein shall not affect such discharge. If any payment in full or in part of principal is made in respect of any Note represented by this temporary Global Note, the Issuer shall procure that details of such payment shall be entered pro rata in the records of the relevant Clearing Systems and, upon any such entry being made, the nominal amount of the Notes recorded in the records of the relevant Clearing Systems and represented by this temporary Global Note shall be reduced by the aggregate nominal amount of the Notes so redeemed. If any other payments are made in respect of the Notes represented by this temporary Global Note, the Issuer shall procure that a record of each such payment shall be entered pro rata in the records of the relevant Clearing Systems. For the purposes of any payments made in respect of this temporary Global Note, the words “in the relevant place of presentation” shall not apply in the definition of “business day” in Condition 7(h) (Non-Business Days). --- ![Slide 52]() > **Source slide transcript** > > A50722322 49 Cancellation On cancellation of any Note represented by this temporary Global Note that is required by the Conditions to be cancelled (other than upon its redemption), the Issuer shall procure that details of such cancellation shall be entered pro rata in the records of the relevant Clearing systems and, upon any such entry being made, the nominal amount of the Note recorded in the records of the relevant Clearing Systems and represented by this temporary Global Note shall be reduced by the aggregate nominal amount of the Notes so cancelled. Events of Default The holder hereof may from time to time exercise the right to declare Notes represented by this temporary Global Note due and payable following an Event of Default in accordance with the Conditions by stating in a notice given to the Fiscal Agent the nominal amount of Notes (which may be less than the outstanding nominal amount hereof) to which such notice relates. In the event that the Notes represented by this temporary Global Note (or any part hereof) have become due and payable and payment in full of the amount due has not been made to the bearer or has become exchangeable and exchange in full has not been effected, in each case in accordance with the foregoing, then, unless within the period of 15 (fifteen) days commencing on the relevant due date payment in full of the amount due in respect of this temporary Global Note is received by the bearer or this temporary Global Note is duly exchanged in full for Definitive Notes, in each case in accordance with the foregoing, at 5.00 p.m. (CET) on such fifteenth day (the “Relevant Time”) this temporary Global Note (including the obligation hereunder to issue Definitive Notes) will become void and the bearer will have no further rights under this temporary Global Note but each Relevant Account Holder shall automatically acquire, without the need for any further action on behalf of any person, against the Issuer all those rights (“Direct Rights”) which such Relevant Account Holder would have had if at the Relevant Time it held and owned duly executed and authenticated Definitive Notes and (if applicable) Coupons and/or Talons in respect of each underlying Note represented by such temporary Global Note which such Relevant Account Holder has credited to its securities account with the Relevant Clearing System at the Relevant Time. The Issuer’s obligation pursuant to this paragraph shall be a separate and independent obligation by reference to each relevant underlying Note and the Issuer agrees that a Relevant Account Holder may assign its rights hereunder in whole or in part. “Relevant Account Holder” means any account holder with the Relevant Clearing System which has underlying Notes credited to its securities account at the Relevant Time. "Relevant Clearing System" means, as applicable, Euroclear, Clearstream, Luxembourg and/or any other additional clearing system or systems specified in the applicable Pricing Supplement (but does not include Euroclear Netherlands whether or not so specified). No such election may however be made on or before the Exchange Date unless the holder elects in such notice that the exchange for such Notes shall no longer take place. Notices Notices required to be given in respect of the Notes represented by this temporary Global Note may be given by their being delivered (so long as this temporary Global Note is held on behalf of Euroclear and/or Clearstream, Luxembourg or any other permitted clearing system) to Euroclear, Clearstream, Luxembourg or such other permitted clearing system, as the case may be, or otherwise to the holder of this temporary Global Note, rather than by publication as required by the Conditions, except that, so long as the Notes are listed and/or admitted to trading, notices required to be given to the holders pursuant to the Conditions shall also be published (if such publication is required) in --- ![Slide 53]() > **Source slide transcript** > > A50722322 50 a manner which complies with the rules and regulations of any stock exchange or other relevant authority on which the Notes are listed/and or admitted to trading. No provision of this temporary Global Note shall alter or impair the obligation of the Issuer to pay the principal and premium of and interest on the Notes when due in accordance with the Conditions. This temporary Global Note shall not be valid or become obligatory for any purpose until authenticated by or on behalf of the Fiscal Agent and effectuated by the entity appointed as Common Safekeeper by the relevant Clearing Systems. This temporary Global Note and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with Dutch law. Articles 229(e) to 229(k) of The Netherlands Commercial Code (Wetboek van Koophandel) do not apply to this Global Note. --- ![Slide 54]() > **Source slide transcript** > > A50722322 SIGNATURE PAGE TO THE NGN TEMPORARY GLOBAL NOTE In witness whereof the Issuer has caused this temporary Global Note to be duly signed on its behalf. Dated as of the Issue Date. JDE PEET’S N.V. By: Name: Certificate of Authentication This temporary Global Note is authenticated by or on behalf of the Fiscal Agent. DEUTSCHE BANK AG, LONDON BRANCH as Fiscal Agent By: Name: Authorised Signatory For the purposes of authentication only. Effectuation This temporary Global Note is effectuated by or on behalf of the Common Safekeeper. [COMMON SAFEKEEPER] as Common Safekeeper By: Authorised Signatory For the purposes of effectuation only. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. --- ![Slide 55]() > **Source slide transcript** > > A50722322 52 Schedule [INSERT THE PROVISIONS OF THE RELEVANT FINAL TERMS THAT RELATE TO THE CONDITIONS OR THE GLOBAL NOTES AS THE SCHEDULE] --- ![Slide 56]() > **Source slide transcript** > > A50722322 53 Schedule 1 Part D Form of NGN Permanent Global Note JDE PEET’S N.V. (a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands having its statutory seat (statutaire zetel) in Amsterdam, The Netherlands) Euro Medium Term Note Programme PERMANENT GLOBAL NOTE Permanent Global Note No. [ > > - ] This permanent Global Note is issued in respect of the Notes (the “Notes”) of the Tranche(s) and Series specified in Part A of the Schedule hereto of JDE Peet’s N.V. (the “Issuer”). Interpretation and Definitions References in this permanent Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the amended and restated Agency Agreement dated 12 May 2023 (as amended or supplemented as at the Issue Date, the “Agency Agreement”) between the Issuer, Deutsche Bank AG, London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this permanent Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this permanent Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. Aggregate Nominal Amount The aggregate nominal amount from time to time of this permanent Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered in the records of both Euroclear and Clearstream, Luxembourg (together, the “relevant Clearing Systems”), which shall be completed and/or amended as the case may be upon (i) the exchange of the whole or a part of the interests recorded in the records of the relevant Clearing Systems in the temporary Global Note initially representing the Notes for a corresponding interest herein (in the case of Notes represented by a temporary Global Note upon issue), (ii) the issue of the Notes represented hereby (in the case of Notes represented by this permanent Global Note upon issue), (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this permanent Global Note for Definitive Notes, (iv) the redemption or purchase and cancellation of Notes represented hereby and/or (v) the exchange of interests in this permanent Global Note for direct enforcement rights, all as described below. The records of the relevant Clearing Systems (which expression in this permanent Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this permanent Global Note and, for these purposes, a statement issued by a relevant Clearing Systems (which statement shall be made available to the bearer upon request) stating the nominal amount of Notes represented by this permanent Global Note at any time shall be conclusive evidence of the records of the relevant Clearing System at that time. --- ![Slide 57]() > **Source slide transcript** > > A50722322 54 Promise to Pay Subject as provided herein, the Issuer, for value received, promises to pay to the bearer of this permanent Global Note, upon presentation and (when no further payment is due in respect of this permanent Global Note) surrender of this permanent Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by this permanent Global Note and (unless this permanent Global Note does not bear interest) to pay interest in respect of the Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the method of calculation provided for in the Conditions, save that the calculation is made in respect of the total aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions. Exchange This permanent Global Note is exchangeable (free of charge to the holder) on or after the Exchange Date in whole but not, except as provided in the next paragraph, in part for the Definitive Notes (1) if this permanent Global Note is held on behalf of Euroclear or Clearstream, Luxembourg or any other permitted clearing system (an “Alternative Clearing System”) and any such clearing system is closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or announces an intention permanently to cease business or does in fact do so or (2) if principal in respect of any Notes is not paid when due, by the holder giving notice to the Fiscal Agent of its election for such exchange. This permanent Global Note is exchangeable in part (provided, however, that if this permanent Global Note is held by or on behalf of Euroclear, Clearstream, Luxembourg and/or an Alternative Clearing System, Euroclear, Clearstream, Luxembourg and/or such Alternative Clearing System, as the case may be, so permit) if principal in respect of any Notes is not paid when due. “Exchange Date” means a day falling not less than 60 days, or in the case of exchange following failure to pay principal in respect of any Notes when due 30 days, after that on which the notice requiring exchange is given and on which banks are open for business in the city in which the specified office of the Fiscal Agent is located and, except in the case of exchange pursuant to (1) above, in the cities in which Euroclear and Clearstream, Luxembourg or, if relevant, the Alternative Clearing System, are located. Any such exchange may be effected on or after an Exchange Date by the holder of this permanent Global Note surrendering this permanent Global Note or, in the case of a partial exchange, presenting it to or to the order of the Fiscal Agent. In exchange for this permanent Global Note, or part thereof to be exchanged, the Issuer shall deliver, or procure the delivery of, duly executed and authenticated Definitive Notes in an aggregate nominal amount equal to the nominal amount of this permanent Global Note submitted for exchange (if appropriate, having attached to them all Coupons (and, where appropriate, Talons) in respect of interest that have not already been paid on this permanent Global Note), security printed and substantially in the form set out in the Schedules to the Agency Agreement as supplemented and/or modified and/or superseded by the terms of Part A of the Schedule hereto. On exchange in full and surrender of this permanent Global Note, the Issuer shall, if the holder so requests, procure that it is cancelled and returned to the holder together with the relevant Definitive Notes. On any exchange of a part of this permanent Global Note, the Issuer shall procure that the portion of the nominal amount hereof so exchanged shall be entered pro rata in the records of the --- ![Slide 58]() > **Source slide transcript** > > A50722322 55 relevant Clearing Systems and upon any such entry being made, the nominal amount of the Notes recorded in the records of the relevant Clearing Systems and represented by this permanent Global Note shall be reduced by an amount equal to such portion so exchanged. If, for any actual or alleged reason that would not have been applicable had there been no exchange of this permanent Global Note (or part of this permanent Global Note) or in any other circumstances whatsoever, the Issuer does not perform or comply with any one or more of what are expressed to be its obligations under any Definitive Notes, then any right or remedy relating in any way to the obligation(s) in question may be exercised or pursued on the basis of this permanent Global Note despite its stated cancellation after its exchange in full, as an alternative, or in addition, to the Definitive Notes (or the Coupons or Talons appertaining to them as appropriate). With this exception, upon exchange in full and cancellation of this permanent Global Note for Definitive Notes, this permanent Global Note shall become void. Benefit of Conditions Except as otherwise specified herein, this permanent Global Note is subject to the Conditions and, until the whole of this permanent Global Note is exchanged for Definitive Notes, the holder of this permanent Global Note shall in all respects be entitled to the same benefits as if it were the holder of the Definitive Notes for which it may be exchanged and as if such Definitive Notes had been issued on the Issue Date. Payments No person shall be entitled to receive any payment in respect of the Notes represented by this permanent Global Note that falls due after an Exchange Date for such Notes, unless upon due presentation of this permanent Global Note for exchange, delivery of Definitive Notes is improperly withheld or refused by or on behalf of the Issuer or the Issuer does not perform or comply with any one or more of what are expressed to be its obligations under any Definitive Notes. Payments in respect of this permanent Global Note shall be made to its holder against presentation and (if no further payment falls to be made on it) surrender of it at the specified office of the Fiscal Agent or of any other Paying Agent provided for in the Conditions and each payment so made will discharge the Issuer’s obligations in respect thereof. Any failure to make the entries in the records of the relevant Clearing Systems referred to herein shall not affect such discharge. The Issuer shall procure that details of each such payment shall be entered pro rata in the records of the relevant Clearing Systems and in the case of any payment of principal and upon any such entry being made, the nominal amount of the Notes recorded in the records of the relevant Clearing Systems and represented by this permanent Global Note shall be reduced by the aggregate nominal amount of the Notes so redeemed. For the purposes of any payments made in respect of this permanent Global Note, the words “in the relevant place of presentation” shall not apply in the definition of “business day” in Condition 7(h) (Non-Business Days). Prescription Claims in respect of principal and interest (as each is defined in the Conditions) in respect of this permanent Global Note shall become void unless it is presented for payment within a period of 10 years (in the case of principal) and five years (in the case of interest) from the appropriate Relevant Date. Meetings For the purposes of any meeting of Noteholders, the holder of this permanent Global Note shall (unless this permanent Global Note represents only one Note) be treated as two persons for the --- --- ![Slide 59]() > **Source slide transcript** > > A50722322 56 purposes of any quorum requirements of a meeting of Noteholders and, at any such meeting, as having one vote in respect of each integral currency unit of the Specified Currency of the Notes. Cancellation On cancellation of any Note represented by this permanent Global Note that is required by the Conditions to be cancelled (other than upon its redemption), the Issuer shall procure that details of such cancellation shall be entered pro rata in the records of the relevant Clearing Systems and, upon any such entry being made, the nominal amount of the Notes recorded in the records of the relevant Clearing Systems and represented by this permanent Global Note shall be reduced by the aggregate nominal amount of the Notes so cancelled. Purchase Notes may only be purchased by the Issuer or any of its Subsidiaries if they are purchased together with the right to receive all future payments of interest (if any) thereon. Issuer’s Options Any option of the Issuer provided for in the Conditions shall be exercised by the Issuer giving notice to the Noteholders and the relevant Clearing Systems (or procuring that such notice is given on its behalf) within the time limits set out in and containing the information required by the Conditions, except that the notice shall not be required to contain the serial numbers of Notes drawn in the case of a partial exercise of an option and accordingly no drawing of Notes shall be required. In the case of a partial exercise of an option, the rights of accountholders with a clearing system in respect of the Notes will be governed by the standard procedures of Euroclear and/or Clearstream, Luxembourg and shall be reflected in the records of Euroclear and/or Clearstream, Luxembourg as either a pool factor or a reduction in nominal amount, at their discretion. Following the exercise of any such option, the Issuer shall procure that the nominal amount of the Notes recorded in the records of the relevant Clearing Systems and represented by this permanent Global Note shall be reduced accordingly. Noteholders’ Options Any option of the Noteholders provided for in the Conditions may be exercised by the holder of this permanent Global Note giving notice to the Issuer or the Fiscal Agent, as provided for in the Conditions, within the time limits relating to the deposit of Notes with a Paying Agent set out in the Conditions substantially in the form of the relevant notice available from any Paying Agent, except that the notice shall not be required to contain the certificate numbers of the Notes in respect of which the option has been exercised. Following the exercise of any such option, the Issuer shall procure that the nominal amount of the Notes recorded in the records of the relevant Clearing Systems and represented by this permanent Global Note shall be reduced by the aggregate nominal amount stated in the relevant exercise notice. Events of Default The holder hereof may from time to time exercise the right to declare Notes represented by this permanent Global Note due and payable following an Event of Default in accordance with the Conditions by stating in a notice given to the Fiscal Agent the nominal amount of Notes (which may be less than the outstanding nominal amount hereof) to which such notice relates. In the event that the Notes represented by this permanent Global Note (or any part hereof) have become due and payable and payment in full of the amount due has not been made to the bearer or has become exchangeable and exchange in full has not been effected, in each case in accordance with the foregoing, then, unless within the period of 15 (fifteen) days commencing on the relevant due date payment in full of the amount due in respect of this Global Note is received by ![Slide 60]() > **Source slide transcript** > > A50722322 57 the bearer or this permanent Global Note is duly exchanged in full for Definitive Notes, in each case in accordance with the foregoing, at 5.00 p.m. (CET) on such fifteenth day (the “Relevant Time”) this permanent Global Note (including the obligation hereunder to issue Definitive Notes) will become void and the bearer will have no further rights under this permanent Global Note but each Relevant Account Holder shall automatically acquire, without the need for any further action on behalf of any person, against the Issuer all those rights (“Direct Rights”) which such Relevant Account Holder would have had if at the Relevant Time it held and owned duly executed and authenticated Definitive Notes and (if applicable) Coupons and/or Talons in respect of each underlying Note represented by such permanent Global Note which such Relevant Account Holder has credited to its securities account with the Relevant Clearing System at the Relevant Time. The Issuer’s obligation pursuant to this paragraph shall be a separate and independent obligation by reference to each relevant underlying Note and the Issuer agrees that a Relevant Account Holder may assign its rights hereunder in whole or in part. “Relevant Account Holder” means any account holder with the Relevant Clearing System which has underlying Notes credited to its securities account at the Relevant Time. "Relevant Clearing System" means, as applicable, Euroclear, Clearstream, Luxembourg and/or any other additional clearing system or systems specified in the applicable Pricing Supplement (but does not include Euroclear Netherlands whether or not so specified). No such election may however be made on or before an Exchange Date unless the holder elects in such notice that the exchange for such Notes shall no longer take place. Notices Notices required to be given in respect of the Notes represented by this permanent Global Note may be given by their being delivered (so long as this permanent Global Note is held on behalf of Euroclear and/or Clearstream, Luxembourg and/or an Alternative Clearing System) to Euroclear, Clearstream, Luxembourg and/or such Alternative Clearing System, as the case may be, or otherwise to the holder of this permanent Global Note, rather than by publication as required by the Conditions, except that, so long as the Notes are listed and/or admitted to trading, notices required to be given to the holders pursuant to the Conditions shall also be published (if such publication is required) in a manner which complies with the rules and regulations of any stock exchange or other relevant authority on which the Notes are listed/and or admitted to trading. Negotiability This permanent Global Note is a bearer document and negotiable and accordingly: 1 is freely transferable by delivery and such transfer shall operate to confer upon the transferee all rights and benefits appertaining hereto and to bind the transferee with all obligations appertaining hereto pursuant to the Conditions 2 the holder of this permanent Global Note is and shall be absolutely entitled as against all previous holders to receive all amounts by way of amounts payable upon redemption, interest or otherwise payable in respect of this permanent Global Note and the Issuer has waived against such holder and any previous holder of this permanent Global Note all rights of set-off or counterclaim that would or might otherwise be available to it in respect of the obligations evidenced by this Global Note and 3 payment upon due presentation of this permanent Global Note as provided herein shall operate as a good discharge against such holder and all previous holders of this permanent Global Note. ![Slide 61]() > **Source slide transcript** > > A50722322 58 No provisions of this permanent Global Note shall alter or impair the obligation of the Issuer to pay the principal and premium of and interest on the Notes when due in accordance with the Conditions. This permanent Global Note shall not be valid or become obligatory for any purpose until authenticated by or on behalf of the Fiscal Agent and effectuated by the entity appointed as Common Safekeeper by the relevant Clearing Systems. This permanent Global Note and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with Dutch law. Articles 229(e) to 229(k) of The Netherlands Commercial Code (Wetboek van Koophandel) do not apply to this Global Note. ![Slide 62]() > **Source slide transcript** > > A50722322 SIGNATURE PAGE TO THE NGN PERMANENT GLOBAL NOTE In witness whereof the Issuer has caused this permanent Global Note to be duly signed on its behalf. Dated as of the Issue Date. JDE PEET’S N.V. By: Name: Certificate of Authentication This permanent Global Note is authenticated by or on behalf of the Fiscal Agent. DEUTSCHE BANK AG, LONDON BRANCH as Fiscal Agent By: Name: Authorised Signatory For the purposes of authentication only. Effectuation This permanent Global Note is effectuated by or on behalf of the Common Safekeeper. [COMMON SAFEKEEPER] as Common Safekeeper By: Authorised Signatory For the purposes of effectuation only. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. ![Slide 63]() > **Source slide transcript** > > A50722322 60 The Schedule [INSERT THE PROVISIONS OF THE RELEVANT FINAL TERMS THAT RELATE TO THE CONDITIONS OR THE GLOBAL NOTES AS THE SCHEDULE] ![Slide 64]() > **Source slide transcript** > > A50722322 61 Schedule 1 Part E Form of Global Certificate JDE PEET’S N.V. (a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands having its statutory seat (statutaire zetel) in Amsterdam, The Netherlands) Euro Medium Term Note Programme GLOBAL CERTIFICATE Global Certificate No. [ > > - ] This Global Certificate is issued in respect of the Notes (the “Notes”) of the Tranche and Series specified in Part A of the Schedule hereto of JDE Peet’s N.V. (the “Issuer”). This Global Certificate certifies that the person whose name is entered in the Register (the “Registered Holder”) is registered in the Register as the holder of an issue of Notes of the nominal amount, specified currency and specified denomination set out in Part A of the Schedule hereto. Interpretation and Definitions References in this Global Certificate to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the amended and restated Agency Agreement dated 12 May 2023 (as amended or supplemented as at the Issue Date, the “Agency Agreement”) between the Issuer, Deutsche Bank AG, London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this Global Certificate (including the supplemental definitions and any modifications or additions set out in Part A of the Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this Global Certificate shall have the meanings given to them in the Conditions or the Agency Agreement. Promise to Pay The Issuer, for value received, promises to pay to the holder of the Notes represented by this Global Certificate (subject to surrender of this Global Certificate if no further payment falls to be made in respect of such Notes) on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become payable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the Notes represented by this Global Certificate and (unless the Notes represented by this Certificate do not bear interest) to pay interest in respect of such Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the methods of calculation provided for in the Conditions, save that the calculation is made in respect of the total aggregate amount of the Notes represented by this Global Certificate, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions. Each payment will be made to, or to the order of, the person whose name is entered on the Register at the close of business on the record date which shall be on the Clearing System Business Day immediately prior to the date for payment, where “Clearing System Business Day” means Monday to Friday inclusive except 25 December and 1 January. For the purposes of this Global Certificate, (a) the holder of the Notes represented by this Global Certificate is bound by the provisions of the Agency Agreement, (b) the Issuer certifies that the ![Slide 65]() > **Source slide transcript** > > A50722322 62 Registered Holder is, at the date hereof, entered in the Register as the holder of the Notes represented by this Global Certificate, (c) this Global Certificate is evidence of entitlement only, (d) title to the Notes represented by this Global Certificate passes only on due registration on the Register, and (e) only the holder of the Notes represented by this Global Certificate is entitled to payments in respect of the Notes represented by this Global Certificate. Transfer of Notes Represented by Permanent Global Certificates If the Schedule hereto states that the Notes are to be represented by a permanent Global Certificate on issue, transfers of the holding of Notes represented by this Global Certificate pursuant to Condition 2(b) may only be made in part: 1 if the Notes represented by this Global Certificate are held on behalf of Euroclear or Clearstream, Luxembourg or any other clearing system (an “Alternative Clearing System”) and any such clearing system is closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or announces an intention permanently to cease business or does in fact do so or 2 upon or following any failure to pay principal in respect of any Notes when it is due and payable or 3 with the consent of the Issuer provided that, in the case of the first transfer of part of a holding pursuant to 1 or 2 above, the holder of the Notes represented by this Global Certificate has given the Registrar not less than 30 days’ notice at its specified office of such holder’s intention to effect such transfer. Where the holding of Notes represented by this Global Certificate is only transferable in its entirety, the Certificate issued to the transferee upon transfer of such holding shall be a Global Certificate. Where transfers are permitted in part, Certificates issued to transferees shall not be Global Certificates unless the transferee so requests and certifies to the Registrar that it is, or is acting as a nominee for, Clearstream, Luxembourg, Euroclear and/or an Alternative Clearing System. Meetings For the purposes of any meeting of Noteholders, the holder of the Notes represented by this Global Certificate shall (unless this Global Certificate represents only one Note) be treated as two persons for the purposes of any quorum requirements of a meeting of Noteholders and as being entitled to one vote in respect of each integral currency unit of the Specified Currency of the Notes. Events of Default In the event that the Notes represented by this Global Certificate (or any part hereof) have become due and payable and payment in full of the amount due has not been made to the Registered Holder, then, unless within the period of 30 (thirty) days commencing on the relevant due date payment in full of the amount due in respect of this Global Certificate is received by the Registered Holder at 5.00 p.m. (CET) on such thirtieth day (the “Relevant Time”), this Global Certificate will become void and the Registered Holder will have no further rights under this Global Certificate but each Relevant Account Holder shall automatically acquire, without the need for any further action on behalf of any person, against the Issuer all those rights (“Direct Rights”) which such Relevant Account Holder would have had if at the Relevant Time it held direct claims against the Issuer in respect of each underlying Note represented by this Global Certificate which such Relevant Account Holder has credited to its securities account with the Relevant Clearing System at the Relevant Time. The Issuer’s obligation pursuant to this paragraph shall be a separate and independent obligation by reference to each relevant underlying Note and the Issuer agrees that a Relevant Account Holder may assign its rights hereunder in whole or in part. ![Slide 66]() > **Source slide transcript** > > A50722322 63 “Relevant Account Holder” means any account holder with the Relevant Clearing System which has underlying Notes credited to its securities account at the Relevant Time. "Relevant Clearing System" means, as applicable, Euroclear, Clearstream, Luxembourg and/or any other additional clearing system or systems specified in the applicable Pricing Supplement (but does not include Euroclear Netherlands whether or not so specified). No such election may however be made unless the transfer of the whole or a part of the holding of Notes represented by this Global Certificate shall have been improperly withheld or refused. This Global Certificate shall not become valid for any purpose until authenticated by or on behalf of the Registrar and in the case of Registered Notes held under the NSS only, effectuated by the entity appointed as Common Safekeeper by the relevant Clearing Systems. This Global Certificate and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with Dutch law. ![Slide 67]() > **Source slide transcript** > > A50722322 SIGNATURE PAGE TO THE GLOBAL CERTIFICATE In witness whereof the Issuer has caused this Global Certificate to be signed on its behalf. Dated as of the Issue Date. JDE PEET’S N.V. By: Name: Certificate of Authentication This Global Certificate is authenticated by or on behalf of the Registrar. DEUTSCHE BANK LUXEMBOURG, S.A. as Registrar By: Name: Authorised Signatory For the purposes of authentication only. Effectuation This Global Certificate is effectuated by or on behalf of the Common Safekeeper. [COMMON SAFEKEEPER] as Common Safekeeper By: Authorised Signatory For the purposes of effectuation of Registered Notes held through the NSS only ![Slide 68]() > **Source slide transcript** > > A50722322 65 Form of Transfer For value received the undersigned transfers to (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF TRANSFEREE) [ > > - ] nominal amount of the Notes represented by this Global Certificate, and all rights under them. Dated .................................................... Signed ............................................................. Certifying Signature Notes: 1 The signature of the person effecting a transfer shall conform to a list of duly authorised specimen signatures supplied by the holder of the Notes represented by this Global Certificate or (if such signature corresponds with the name as it appears on the face of this Global Certificate) be certified by a notary public or a recognised bank or be supported by such other evidence as a Transfer Agent or the Registrar may reasonably require. 2 A representative of the Noteholder should state the capacity in which he signs e.g. executor. 3 Transfer is effective only upon notification of the transfer having reached the Issuer or its agent for this purpose. [INSERT THE PROVISIONS OF THE RELEVANT FINAL TERMS THAT RELATE TO THE CONDITIONS OR THE GLOBAL CERTIFICATE AS THE SCHEDULE.] ![Slide 69]() > **Source slide transcript** > > A50722322 66 Schedule 2 Part A Form of Bearer Note On the front: [Denomination] [ISIN] [Series] [Certif. No.] [Currency and denomination] JDE PEET’S N.V. (a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands having its statutory seat (statutaire zetel) in Amsterdam, The Netherlands) Euro Medium Term Note Programme Series No. [ > > - ] [Title of issue] This Note forms one of the Series of Notes referred to above (the “Notes”) of JDE Peet’s N.V. (the “Issuer”) designated as specified in the title hereof. The Notes are subject to the Terms and Conditions (the “Conditions”) endorsed hereon. Expressions defined in the Conditions have the same meanings in this Note. The Issuer for value received promises to pay to the bearer of this Note, on presentation and (when no further payment is due in respect of this Note) surrender of this Note on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become payable in accordance with the Conditions) the amount payable upon redemption under the Conditions and (unless this Note does not bear interest) to pay interest from the Interest Commencement Date in arrear at the rates, in the amounts and on the dates for payment provided for in the Conditions together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions. This Note shall not become valid or obligatory for any purpose until authenticated by or on behalf of the Fiscal Agent. ![Slide 70]() > **Source slide transcript** > > A50722322 67 In witness whereof the Issuer has caused this Note to be signed on its behalf. Dated as of the Issue Date. JDE PEET’S N.V. By: Certificate of Authentication This Note is authenticated by or on behalf of the Fiscal Agent. DEUTSCHE BANK AG, LONDON BRANCH as Fiscal Agent By: Authorised Signatory For the purposes of authentication only. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. ![Slide 71]() > **Source slide transcript** > > A50722322 68 On the back: Terms and Conditions of the Notes The Terms and Conditions that are set out in Schedule 2 Part C to the Agency Agreement as amended by and incorporating any additional provisions forming part of such Terms and Conditions and set out in Part A of the relevant Final Terms will be set out here Fiscal Agent, Paying Agent, Transfer Agent and Calculation Agent Deutsche Bank AG, London Branch Winchester House 1 Great Winchester Street London EC2N 2DB United Kingdom Registrar Deutsche Bank Luxembourg S.A. 2 Boulevard Konrad Adenauer L-1115 Luxembourg Luxembourg ● ● ● ● ● ● ![Slide 72]() > **Source slide transcript** > > A50722322 69 Schedule 2 Part B Form of Certificate On the front: JDE PEET’S N.V. (a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands having its statutory seat (statutaire zetel) in Amsterdam, The Netherlands) Euro Medium Term Note Programme Series No. [ > > - ] [Title of issue] This Certificate certifies that [ > - ] of [ > - ] (the “Registered Holder”) is, as at the date hereof, registered as the holder of [nominal amount] of Notes of the Series of Notes referred to above (the “Notes”) of JDE Peet’s N.V. (the “Issuer”), designated as specified in the title hereof. The Notes are subject to the Terms and Conditions (the “Conditions”) endorsed hereon. Expressions defined in the Conditions have the same meanings in this Certificate. The Issuer, for value received, promises to pay to the holder of the Notes represented by this Certificate (subject to surrender of this Certificate if no further payment falls to be made in respect of such Notes) on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become payable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the Notes represented by this Certificate and (unless the Note(s) represented by this Certificate do not bear interest) to pay interest in respect of such Notes from the Interest Commencement Date in arrear at the rates, in the amounts and on the dates for payment provided for in the Conditions together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions. For the purposes of this Certificate, (a) the holder of the Note(s) represented by this Certificate is bound by the provisions of the Agency Agreement, (b) the Issuer certifies that the Registered Holder is, at the date hereof, entered in the Register as the holder of the Note(s) represented by this Certificate, (c) this Certificate is evidence of entitlement only, (d) title to the Note(s) represented by this Certificate passes only on due registration on the Register, and (e) only the holder of the Note(s) represented by this Certificate is entitled to payments in respect of the Note(s) represented by this Certificate. This Certificate shall not become valid for any purpose until authenticated by or on behalf of the Registrar. ![Slide 73]() > **Source slide transcript** > > A50722322 70 In witness whereof the Issuer has caused this Certificate to be signed on its behalf. Dated as of the Issue Date. JDE PEET’S N.V. By: Certificate of Authentication This Certificate is authenticated by or on behalf of the Registrar. DEUTSCHE BANK LUXEMBOURG, S.A. as Registrar By: Authorised Signatory For the purposes of authentication only. ![Slide 74]() > **Source slide transcript** > > A50722322 71 On the back: Terms and Conditions of the Notes The Terms and Conditions that are set out in Schedule 2 Part C to the Agency Agreement as amended by and incorporating any additional provisions forming part of such Terms and Conditions and set out in Part A of the relevant Final Terms will be set out here. ![Slide 75]() > **Source slide transcript** > > A50722322 72 Form of Transfer For value received the undersigned transfers to ........................................................................................................................................... ........................................................................................................................................... (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF TRANSFEREE) [ > > - ] nominal amount of the Notes represented by this Certificate, and all rights under them. Dated .................................................... Signed ............................................................. Certifying Signature Notes: 1 The signature of the person effecting a transfer shall conform to a list of duly authorised specimen signatures supplied by the holder of the Note(s) represented by this Certificate or (if such signature corresponds with the name as it appears on the face of this Certificate) be certified by a notary public or a recognised bank or be supported by such other evidence as a Transfer Agent or the Registrar may reasonably require. 2 A representative of the Noteholder should state the capacity in which he signs. Unless the context otherwise required, capitalised terms used in this Form of Transfer have the same meaning as in the amended and restated Agency Agreement dated 12 May 2023 between the Issuer, Deutsche Bank AG, London Branch and Deutsche Bank Luxembourg, S.A. [TO BE COMPLETED BY TRANSFEREE: [INSERT ANY REQUIRED TRANSFEREE REPRESENTATIONS, CERTIFICATIONS ETC.]] Fiscal Agent, Paying Agent, Transfer Agent and Calculation Agent Deutsche Bank AG, London Branch Winchester House 1 Great Winchester Street London EC2N 2DB United Kingdom Registrar Deutsche Bank Luxembourg S.A. 2 Boulevard Konrad Adenauer L-1115 Luxembourg Luxembourg ![Slide 76]() > **Source slide transcript** > > A50722322 73 Schedule 2 Part C Terms and Conditions of the Notes The terms and conditions of the Notes as set out in the base prospectus relating to the Programme dated 12 May 2023, as supplemented from time to time, shall be incorporated by reference herein. ![Slide 77]() > **Source slide transcript** > > A50722322 74 Schedule 2 Part D Form of Coupon On the front: JDE PEET’S N.V. Euro Medium Term Note Programme Series No. [ > > - ] [Title of issue] Coupon for [[set out amount due, if known]/the amount] due on [the Interest Payment Date falling in]* [ > - ], [ > - ]. [Coupon relating to Note in the nominal amount of [ > - ]]** This Coupon is payable to bearer (subject to the Conditions endorsed on the Note to which this Coupon relates, which shall be binding upon the holder of this Coupon whether or not it is for the time being attached to such Note) at the specified offices of the Fiscal Agent and the Paying Agents set out on the reverse hereof (or any other Fiscal Agent or further or other Paying Agents or specified offices duly appointed or nominated and notified to the Noteholders). [If the Note to which this Coupon relates shall have become due and payable before the maturity date of this Coupon, this Coupon shall become void and no payment shall be made in respect of it.]*** ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. JDE PEET’S N.V. By: [Cp. No.] [Denomination] [ISIN] [Series] [Certif. No.] ![Slide 78]() > **Source slide transcript** > > A50722322 75 On the back: Fiscal Agent Deutsche Bank AG, London Branch [ > > - ] Paying Agent Deutsche Bank AG, London Branch [ > - ] [*Only necessary where Interest Payment Dates are subject to adjustment in accordance with a Business Day Convention otherwise the particular Interest Payment Date should be specified.] [**Only required for Coupons relating to Floating Rate that are issued in more than one denomination.] [***Delete if Coupons are not to become void upon early redemption of Note.] ![Slide 79]() > **Source slide transcript** > > A50722322 76 Schedule 2 Part E Form of Talon On the front: JDE Peet’s N.V. Euro Medium Term Note Programme Series No. [ > > - ] [Title of issue] Talon for further Coupons falling due on [the Interest Payment Dates falling in]*[ > - ] [ > - ]. [Talon relating to Note in the nominal amount of [ > - ]]** After all the Coupons relating to the Note to which this Talon relates have matured, further Coupons (including if appropriate a Talon for further Coupons) shall be issued at the specified office of the Fiscal Agent set out on the reverse hereof (or any other Fiscal Agent or specified office duly appointed or nominated and notified to the Noteholders) upon production and surrender of this Talon. If the Note to which this Talon relates shall have become due and payable before the original due date for exchange of this Talon, this Talon shall become void and no exchange shall be made in respect of it. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. JDE PEET’S N.V. By: [Talon No.] [ISIN] [Series] [Certif. No.] On the back: Fiscal Agent Deutsche Bank AG, London Branch [ > - ] Paying Agent Deutsche Bank AG, London Branch [ > - ] [* The maturity dates of the relevant Coupons should be set out if known, otherwise reference should be made to the months and years in which the Interest Payment Dates fall due.] [** Only required where the Series comprises Notes of more than one denomination.] ![Slide 80]() > **Source slide transcript** > > A50722322 77 Schedule 3 Provisions for Meetings of Noteholders Interpretation 1 In this Schedule: 1.1 references to a meeting are to a physical meeting, a virtual meeting or a hybrid meeting of Noteholders of a single Series of Notes and include, unless the context otherwise requires, any adjournment 1.2 references to “Notes” and “Noteholders” are only to the Notes of the Series in respect of which a meeting has been, or is to be, called and to the holders of those Notes, respectively 1.3 “agent” means a holder of a voting certificate or a proxy for, or representative of, a Noteholder 1.4 “Alternative Clearing System” means any clearing system (including without limitation The Depositary Trust Company (“DTC”)) other than Euroclear or Clearstream, Luxembourg 1.5 “block voting instruction” means an instruction issued in accordance with paragraphs 9 to 15 1.6 “Electronic Consent” has the meaning set out in paragraph 32.1 1.7 “electronic platform” means any form of telephony or electronic platform or facility and includes, without limitation, telephone and video conference call and application technology systems 1.8 “Extraordinary Resolution” means a resolution passed (a) at a meeting duly convened and held in accordance with this Agreement by a majority of at least 75 per cent. of the votes cast, (b) by a Written Resolution or (c) by an Electronic Consent 1.9 “hybrid meeting” means a combined physical meeting and virtual meeting convened pursuant to this Schedule by the Issuer at which persons may attend either at the physical location specified in the notice of such meeting or via an electronic platform 1.10 “meeting” means a meeting convened pursuant to this Schedule by the Issuer and whether held as a physical meeting or as a virtual meeting 1.11 “physical meeting” means any meeting attended by persons present in person at the physical location specified in the notice of such meeting 1.12 “present” means physically present in person at a physical meeting or a hybrid meeting, or able to participate in or join a virtual meeting or a hybrid meeting held via an electronic platform 1.13 “virtual meeting” means any meeting held via an electronic platform 1.14 “voting certificate” means a certificate issued in accordance with paragraphs 6 to 8 1.15 “Written Resolution” means a resolution in writing signed by the holders of not less than 75 per cent. in nominal amount of the Notes outstanding 1.16 references to persons representing a proportion of the Notes are to Noteholders or agents holding or representing in the aggregate at least that proportion in nominal amount of the Notes for the time being outstanding and ![Slide 81]() > **Source slide transcript** > > A50722322 78 1.17 where Bonds are held in Euroclear or Clearstream, Luxembourg or an Alternative Clearing System, references herein to the deposit or release or surrender of Bonds shall be construed in accordance with the usual practices (including in relation to the blocking of the relevant account) of Euroclear or Clearstream, Luxembourg or such Alternative Clearing System. Powers of meetings 2 A meeting shall, subject to the Conditions and without prejudice to any powers conferred on other persons by this Agreement, have power by Extraordinary Resolution: 2.1 to sanction any proposal by the Issuer or any modification, abrogation, variation or compromise of, or arrangement in respect of, the rights of the Noteholders and/or the Couponholders against the Issuer, whether or not those rights arise under the Notes 2.2 to sanction the exchange or substitution for the Notes of, or the conversion of the Notes into, shares, bonds or other obligations or securities of the Issuer or any other entity 2.3 to assent to any modification of this Agreement, the Notes, the Talons or the Coupons proposed by the Issuer or the Fiscal Agent 2.4 to authorise anyone to concur in and do anything necessary to carry out and give effect to an Extraordinary Resolution 2.5 to give any authority, direction or sanction required to be given by Extraordinary Resolution 2.6 to appoint any persons (whether Noteholders or not) as a committee or committees to represent the Noteholders’ interests and to confer on them any powers or discretions which the Noteholders could themselves exercise by Extraordinary Resolution and 2.7 to approve the substitution of any entity for the Issuer (or any previous substitute) as principal debtor or guarantor under this Agreement provided that the special quorum provisions in paragraph 20 shall apply to any Extraordinary Resolution (a “special quorum resolution”) for the purpose of sub-paragraph 2.2 or 2.7 or for the purpose of making a modification to this Agency Agreement or the Notes which would have the effect of: (i) amending the dates of maturity or redemption of the Notes or any date for payment of interest or Interest Amounts on the Notes (ii) reducing or cancelling the nominal amount of or any premium payable on redemption of, the Notes (iii) reducing the rate or rates of interest in respect of the Notes or varying the method or basis of calculating the rate or rates or amount of interest or the basis for calculating any Interest Amount in respect of the Notes (iv) if a Minimum and/or a Maximum Rate of Interest or Redemption Amount is shown hereon, reducing any such Minimum and/or Maximum (v) varying any method of, or basis for, calculating the Final Redemption Amount, the Early Redemption Amount or the Optional Redemption Amount, including the method of calculating the Amortised Face Amount (vi) varying the currency or currencies of payment or denomination of the Notes (vii) modifying the provisions concerning the quorum required at any meeting of Noteholders or the majority required to pass the Extraordinary Resolution or ![Slide 82]() > **Source slide transcript** > > A50722322 79 (viii) amending this proviso. Convening a meeting 3 The Issuer may at any time convene a meeting. If it receives a written request by Noteholders holding at least 10 per cent in nominal amount of the Notes of any Series for the time being outstanding and is indemnified to its satisfaction against all costs and expenses, the Issuer shall convene a meeting of the Noteholders of that Series. Every physical meeting shall be held at a time and place approved by the Fiscal Agent. Every virtual meeting shall be held via an electronic platform and at a time approved by the Fiscal Agent. Every hybrid meeting shall be held at a time and place and via an electronic platform approved by the Fiscal Agent. Notice of meeting 4 At least 21 days’ notice (exclusive of the day on which the notice is given or deemed to be given and of the day of the meeting) shall be given to the Noteholders. A copy of the notice shall be given by the party convening the meeting to the other parties. The notice shall specify the day and time of the meeting and manner in which it is to be held, and if a physical meeting or hybrid meeting is to be held, the place of the meeting and the nature of the resolutions to be proposed and shall explain how Noteholders may appoint proxies or representatives, obtain voting certificates and use block voting instructions and the details of the time limits applicable. With respect to a virtual meeting or a hybrid meeting, each such notice shall set out such other and further details as are required under paragraph 33. Cancellation of meeting 5 A meeting that has been validly convened in accordance with paragraph 3 above, may be cancelled by the person who convened such meeting by giving at least 5 days’ notice (exclusive of the day on which the notice is given or deemed to be given and of the day of the meeting) to the Noteholders. Any meeting cancelled in accordance with this paragraph 5 shall be deemed not to have been convened. Arrangements for voting on Bearer Notes (whether in definitive form or represented by a Global Note and whether held within or outside a Clearing System) – Voting Certificates 6 If a holder of a Bearer Note wishes to obtain a voting certificate in respect of it for a meeting, he must deposit such Bearer Note for that purpose at least 48 hours before the time fixed for the meeting with a Paying Agent or to the order of a Paying Agent with a bank or other depositary nominated by the Paying Agent for the purpose. The Paying Agent shall then issue a voting certificate in respect of it. 7 A voting certificate shall: 7.1 be a document in the English language 7.2 be dated 7.3 specify the meeting concerned and (if applicable) the serial numbers of the Notes deposited 7.4 entitle, and state that it entitles, its bearer to attend and vote at that meeting in respect of those Notes and 7.5 specify details of evidence of the identity of the bearer of such voting certificate. 8 Once a Paying Agent has issued a voting certificate for a meeting in respect of a Note, it shall not release the Note until either: 8.1 the meeting has been concluded or ![Slide 83]() > **Source slide transcript** > > A50722322 80 8.2 the voting certificate has been surrendered to the Paying Agent. Arrangements for voting on Bearer Notes (whether in definitive form or represented by a Global Note and whether held within or outside a Clearing System) – Block Voting Instructions 9 If a holder of a Bearer Note wishes the votes attributable to it to be included in a block voting instruction for a meeting, then, at least 48 hours before the time fixed for the meeting, (i) the holder must deposit the Note for that purpose with a Paying Agent or to the order of a Paying Agent with a bank or other depositary nominated by the Paying Agent for the purpose and (ii) the holder or a duly authorised person on their behalf must direct the Paying Agent how those votes are to be cast. The Paying Agent shall issue a block voting instruction in respect of the votes attributable to all Notes so deposited. 10 A block voting instruction shall: 10.1 be a document in the English language 10.2 be dated 10.3 specify the meeting concerned 10.4 list the total number and serial numbers (if applicable) of the Notes deposited, distinguishing with regard to each resolution between those voting for and those voting against it 10.5 certify that such list is in accordance with Notes deposited and directions received as provided in paragraphs 9, 12 and 15 and 10.6 appoint one or more named persons (each a “proxy”) to vote at that meeting in respect of those Notes and in accordance with that list. A proxy need not be a Noteholder. 11 Once a Paying Agent has issued a block voting instruction for a meeting in respect of the votes attributable to any Notes: 11.1 it shall not release the Notes, except as provided in paragraph 12, until the meeting has been concluded and 11.2 the directions to which it gives effect may not be revoked or altered during the 48 hours before the time fixed for the meeting. 12 If the receipt for a Note deposited with or to the order of a Paying Agent in accordance with paragraph 9 is surrendered to the Paying Agent at least 48 hours before the time fixed for the meeting, the Paying Agent shall release the Note and exclude the votes attributable to it from the block voting instruction. 13 Each block voting instruction shall be deposited at least 24 hours before the time fixed for the meeting at the specified office of the Fiscal Agent or such place or delivered by another method as the Issuer shall designate or approve, and in default the block voting instruction shall not be valid unless the chairperson of the meeting decides otherwise before the meeting proceeds to business. If the Issuer requires, a certified copy of each block voting instruction shall be produced by the proxy at the meeting or delivered to the Issuer prior to the meeting but the Issuer need not investigate or be concerned with the validity of the proxy’s appointment. ![Slide 84]() > **Source slide transcript** > > A50722322 81 14 A vote cast in accordance with a block voting instruction shall be valid even if it or any of the Noteholders’ instructions pursuant to which it was executed has previously been revoked or amended, unless written intimation of such revocation or amendment is received from the relevant Paying Agent by the Fiscal Agent at its specified office (or such place or delivered by another method as may have been specified by the Issuer for the purpose) or by the chairperson of the meeting in each case at least 24 hours before the time fixed for the meeting. 15 No Note may be deposited with or to the order of a Paying Agent at the same time for the purposes of both paragraph 6 and paragraph 9 for the same meeting. Arrangements for voting on Registered Notes (whether in definitive form or represented by a Global Certificate and whether held within or outside a Clearing System) – Appointment of Proxy or Representative 16 A proxy or representative may be appointed in the following circumstances: 16.1 Proxy: A holder of a Registered Note may, by an instrument in writing in the English language (a “form of proxy”) signed by the holder or, in the case of a corporation, executed under its common seal or signed on its behalf by an attorney or a duly authorised officer of the corporation and delivered to the specified office of the Registrar or the Transfer Agent not less than 48 hours before the time fixed for the relevant meeting, appoint one or more persons (each a “proxy”) to act on his or its behalf in connection with any meeting of the Noteholders and any adjourned such meeting. 16.2 Representative: Any holder of a Registered Note which is a corporation may, by delivering to the Registrar or the Principal Paying Agent not later than 48 hours before the time fixed for any meeting a resolution of its directors or other governing body, authorise any person to act as its representative (a “representative”) in connection with any meeting of the Noteholders and any adjourned such meeting. 16.3 Other Proxies: If the holder of a Registered Note is an Alternative Clearing System or a nominee of an Alternative Clearing System and the rules or procedures of such Alternative Clearing System so require, such nominee or Alternative Clearing System may appoint proxies in accordance with, and in the form used, by such Alternative Clearing System as part of its usual procedures from time to time in relation to meetings of Noteholders. Any proxy so appointed may, by an instrument in writing in the English language in the form available from the specified office of the Registrar or the Principal Paying Agent, or in such other form as may have been approved by the Transfer Agent at least seven days before the date fixed for a meeting, and signed by the proxy or, in the case of a corporation, executed under its common seal or signed on its behalf by an attorney or a duly authorised officer of the corporation and delivered to the Registrar or the Principal Paying Agent not later than 48 hours before the time fixed for any meeting, appoint any person or the Principal Paying Agent or any employee(s) of it nominated by it (the “sub-proxy”) to act on his or its behalf in connection with any meeting or proposed meeting of Noteholders. All references to “proxy” or “proxies” in this Schedule other than in this sub-paragraph 16.3 shall be read so as to include references to “sub-proxy” or “sub-proxies”. 16.4 Record Date: For so long as the Notes are eligible for settlement through an Alternative Clearing System’s book-entry settlement system and the rules or procedures of such Alternative Clearing System so require, the Issuer may fix a record date for the purpose of any meeting, provided such record date is no more than 10 days prior to the date fixed for such meeting which shall be specified in the notice convening the meeting. ![Slide 85]() > **Source slide transcript** > > A50722322 82 16.5 Any proxy or sub-proxy appointed pursuant to sub-paragraph 16.1, 16.3 or 16.5 above or representative appointed pursuant to sub-paragraph 16.2 above shall, so long as such appointment remains in full force, be deemed, for all purposes in connection with the relevant meeting or adjourned meeting of the Noteholders, to be the holder of the Notes to which such appointment relates and the holder of the Notes shall be deemed for such purposes not to be the holder or owner, respectively. Chairperson 17 The chairperson of a meeting shall be such person as the Issuer may nominate in writing, but if no such nomination is made or if the person nominated is not present within 15 minutes after the time fixed for the meeting the Noteholders or agents present shall choose one of their number to be chairperson, failing which the Issuer may appoint a chairperson. The chairperson need not be a Noteholder or agent. The chairperson of an adjourned meeting need not be the same person as the chairperson of the original meeting. Attendance 18 The following may attend and speak at a meeting: 18.1 Noteholders and agents 18.2 the chairperson 18.3 the Issuer and the Fiscal Agent (through their respective representatives) and their respective financial and legal advisers 18.4 the Dealers and their advisers. No-one else may attend, participate and/or speak. Quorum and Adjournment 19 No business (except choosing a chairperson) shall be transacted at a meeting unless a quorum is present at the commencement of business. If a quorum is not present within 15 minutes from the time initially fixed for the meeting, it shall, if convened on the requisition of Noteholders, be dissolved. In any other case it shall be adjourned until such date, not less than 14 nor more than 42 days later, and time and place or manner in which it is to be held as the chairperson may decide. If a quorum is not present within 15 minutes from the time fixed for a meeting so adjourned, the meeting shall be dissolved. 20 Two or more Noteholders or agents present at the meeting shall be a quorum: 20.1 in the cases marked “No minimum proportion” in the table below, whatever the proportion of the Notes which they represent 20.2 in any other case, only if they represent the proportion of the Notes shown by the table below. ![Slide 86]() > **Source slide transcript** > > A50722322 83 COLUMN 1 COLUMN 2 COLUMN 3 Purpose of meeting Any meeting except one referred to in column 3 Meeting previously adjourned through want of a quorum Required proportion Required proportion To pass a special quorum resolution 75 per cent 25 per cent To pass any other Extraordinary Resolution A clear majority No minimum proportion Any other purpose 10 per cent No minimum proportion 21 The chairperson may with the consent of (and shall if directed by) a meeting adjourn the meeting from time to time and from place to place and alternate manner. Only business which could have been transacted at the original meeting may be transacted at a meeting adjourned in accordance with this paragraph or paragraph 19. 22 At least 10 days’ notice (exclusive of the day on which the notice is given or deemed to be given and of the day of the adjourned meeting) of a meeting adjourned through want of a quorum shall be given in the same manner as for an original meeting and that notice shall state the quorum required at the adjourned meeting. No notice need, however, otherwise be given of an adjourned meeting. Voting 23 At a meeting which is held only as a physical meeting, each question submitted to such meeting shall be decided by a show of hands unless a poll is (before, or on the declaration of the result of, the show of hands) demanded by the chairperson, the Issuer or one or more persons representing not less than 2 per cent of the Notes. 24 Unless a poll is demanded a declaration by the chairperson that a resolution has or has not been passed shall be conclusive evidence of the fact without proof of the number or proportion of the votes cast in favour of or against it. 25 If a poll is demanded, it shall be taken in such manner and (subject as provided below) either at once or after such adjournment as the chairperson directs. The result of the poll shall be deemed to be the resolution of the meeting at which it was demanded as at the date it was taken. A demand for a poll shall not prevent the meeting continuing for the transaction of business other than the question on which it has been demanded. 26 A poll demanded on the election of a chairperson or on a question of adjournment shall be taken at once. 27 On a show of hands every person who is present in person and who produces a Bearer Note, a Certificate of which he is the registered holder or a voting certificate or is a proxy or representative has one vote. On a poll every such person has one vote in respect of each integral currency unit of the Specified Currency of such Series of Notes so produced or represented by the voting certificate so produced or for which he is a proxy or representative. Without prejudice to the obligations of proxies, a person entitled to more than one vote need not use them all or cast them all in the same way. ![Slide 87]() > **Source slide transcript** > > A50722322 84 28 In case of equality of votes the chairperson shall both on a show of hands and on a poll have a casting vote in addition to any other votes which he may have. 29 At a virtual meeting or a hybrid meeting, a resolution put to the vote of the meeting shall be decided on a poll in accordance with paragraph 35, and any such poll will be deemed to have been validly demanded at the time fixed for holding the meeting to which it relates. Effect and Publication of an Extraordinary Resolution 30 An Extraordinary Resolution shall be binding on all the Noteholders, whether or not present at the meeting, and on all the Couponholders and each of them shall be bound to give effect to it accordingly. The passing of such a resolution shall be conclusive evidence that the circumstances justify its being passed. The Issuer shall give notice of the passing of an Extraordinary Resolution to Noteholders within 14 days but failure to do so shall not invalidate the resolution. Minutes 31 Minutes shall be made of all resolutions and proceedings at every meeting and, if purporting to be signed by the chairperson of that meeting or of the next succeeding meeting, shall be conclusive evidence of the matters in them. Until the contrary is proved every meeting for which minutes have been so made and signed shall be deemed to have been duly convened and held and all resolutions passed or proceedings transacted at it to have been duly passed and transacted. Written Resolution and Electronic Consent 32 Subject to the following sentence, a Written Resolution may be contained in one document or in several documents in like form, each signed by or on behalf of one or more of the Noteholders. For so long as the Notes are in the form of a Global Note held on behalf of, or a Global Certificate registered in the name of any nominee for, one or more of Euroclear, Clearstream, Luxembourg or an Alternative Clearing System, then, in respect of any resolution proposed by the Issuer: 32.1 Electronic Consent: where the terms of the resolution proposed by the Issuer have been notified to the Noteholders through the relevant clearing system(s), as provided in sub- paragraphs (i) and/or (ii) below, the Issuer shall be entitled to rely upon approval of such resolution given by way of electronic consents communicated through the electronic communications systems of the relevant clearing system(s) to the Paying Agent or another specified agent in accordance with their operating rules and procedures by or on behalf of the holders of not less than 75 per cent. in nominal amount of the Notes outstanding (the “Required Proportion”) (“Electronic Consent”) by close of business on the Relevant Date. Any resolution passed in such manner shall be binding on all Noteholders and Couponholders, even if the relevant consent or instruction proves to be defective. The Issuer shall not be liable or responsible to anyone for such reliance; (i) When a proposal for a resolution to be passed as an Electronic Consent has been made, at least 10 days’ notice (exclusive of the day on which the notice is given and of the day on which affirmative consents will be counted) shall be given to the Noteholders through the relevant clearing system(s). The notice shall specify, in sufficient detail to enable Noteholders to give their consents in relation to the proposed resolution, the method by which their consents may be given (including, where applicable, blocking of their accounts in the relevant clearing system(s)) and ![Slide 88]() > **Source slide transcript** > > A50722322 85 the time and date (the “Relevant Date”) by which they must be received in order for such consents to be validly given, in each case subject to and in accordance with the operating rules and procedures of the relevant clearing system(s). (ii) If, on the Relevant Date on which the consents in respect of an Electronic Consent are first counted, such consents do not represent the Required Proportion, the resolution shall, if the party proposing such resolution (the “Proposer”) so determines, be deemed to be defeated. Such determination shall be notified in writing to the other party or parties to this Agreement. Alternatively, the Proposer may give a further notice to Noteholders that the resolution will be proposed again on such date and for such period as shall be agreed with the Issuer. Such notice must inform Noteholders that insufficient consents were received in relation to the original resolution and the information specified in sub-paragraph (i) above. For the purpose of such further notice, references to “Relevant Date” shall be construed accordingly. For the avoidance of doubt, an Electronic Consent may only be used in relation to a resolution proposed by the Issuer which is not then the subject of a meeting that has been validly convened in accordance with paragraph 3 above, unless that meeting is or shall be cancelled or dissolved; and 32.2 Written Resolution: where Electronic Consent is not being sought, for the purpose of determining whether a Written Resolution has been validly passed, the Issuer shall be entitled to rely on consent or instructions given in writing directly to the Issuer, (a) by accountholders in the clearing system(s) with entitlements to such Global Note or Global Certificate and/or, (b) where the accountholders hold any such entitlement on behalf of another person, on written consent from or written instruction by the person identified by that accountholder as the person for whom such entitlement is held. For the purpose of establishing the entitlement to give any such consent or instruction, the Issuer shall be entitled to rely on any certificate or other document issued by, in the case of (a) above, Euroclear, Clearstream, Luxembourg or any other relevant alternative clearing system (the “relevant clearing system”) and in the case of (b) above, the relevant clearing system and the accountholder identified by the relevant clearing system for the purposes of (b) above. Any resolution passed in such manner shall be binding on all Noteholders and Couponholders, even if the relevant consent or instruction proves to be defective. Any such certificate or other document shall be conclusive and binding for all purposes. Any such certificate or other document may comprise any form of statement or print out of electronic records provided by the relevant clearing system (including Euroclear’s EUCLID or Clearstream, Luxembourg’s CreationOnline system) in accordance with its usual procedures and in which the accountholder of a particular principal or nominal amount of the Notes is clearly identified together with the amount of such holding. The Issuer shall not be liable to any person by reason of having accepted as valid or not having rejected any certificate or other document to such effect purporting to be issued by any such person and subsequently found to be forged or not authentic. A Written Resolution and/or Electronic Consent shall take effect as an Extraordinary Resolution. A Written Resolution and/or Electronic Consent will be binding on all Noteholders and holders of Coupons and Talons, whether or not they participated in such Written Resolution and/or Electronic Consent. ![Slide 89]() > **Source slide transcript** > > A50722322 86 Additional provisions applicable to Virtual and/or Hybrid Meetings 33 The Issuer (with the Fiscal Agent’s prior approval) may decide to hold a virtual meeting or a hybrid meeting and, in such case, shall provide details of the means for Noteholders or their proxies or representatives to attend and participate in and/or speak at the meeting, including the electronic platform to be used. 34 The Issuer or the chairperson (with the Fiscal Agent’s prior approval) may make any arrangement and impose any requirement or restriction as is necessary to ensure the identification of those entitled to take part in the virtual meeting or hybrid meeting and the suitability of the electronic platform. All documentation that is required to be passed between persons at or for the purposes of the virtual meeting or persons attending the hybrid meeting via the electric platform (in each case, in whatever capacity) shall be communicated by email (or such other medium of electronic communication as the Fiscal Agent may approve). 35 All resolutions put to a virtual meeting or a hybrid meeting shall be voted on by a poll in accordance with paragraphs 25-28 above (inclusive). 36 Persons seeking to attend or participate in, speak at or join a virtual meeting or a hybrid meeting via the electronic platform, shall be responsible for ensuring that they have access to the facilities (including, without limitation, IT systems, equipment and connectivity) which are necessary to enable them to do so. 37 In determining whether persons are attending, participating in or joining a virtual meeting or a hybrid meeting via the electronic platform, it is immaterial whether any two or more members attending it are in the same physical location as each other or how they are able to communicate with each other. 38 Two or more persons who are not in the same physical location as each other attend a virtual meeting or a hybrid meeting if their circumstances are such that if they have (or were to have) rights to speak or vote at that meeting, they are (or would be) able to exercise them. 39 The chairperson of the meeting reserves the right to take such steps as the chairperson shall determine in its absolute discretion to avoid or minimise disruption at the meeting, which steps may include (without limitation), in the case of a virtual meeting or a hybrid meeting, muting the electronic connection to the meeting of the person causing such disruption for such period of time as the chairperson may determine. 40 The Issuer (with the Fiscal Agent’s prior approval) may make whatever arrangements they consider appropriate to enable those attending a virtual meeting or a hybrid meeting to exercise their rights to speak or vote at it. 41 A person is able to exercise the right to speak at a virtual meeting or a hybrid meeting when that person is in a position to communicate to all those attending the meeting, during the meeting, as contemplated by the relevant provisions of this Schedule. 42 A person is able to exercise the right to vote at a virtual meeting or a hybrid meeting when: 42.1 that person is able to vote, during the meeting, on resolutions put to the vote at the meeting; and 42.2 that person’s vote can be taken into account in determining whether or not such resolutions are passed at the same time as the votes of all the other persons attending the meeting who are entitled to vote at such meeting. ![Slide 90]() > **Source slide transcript** > > A50722322 87 43 The Fiscal Agent shall not be responsible or liable to the Issuer or any other person for the security of the electronic platform used for any virtual meeting or hybrid meeting or for accessibility or connectivity or the lack of accessibility or connectivity to any virtual meeting or hybrid meeting. ![Slide 91]() > **Source slide transcript** > > A50722322 88 --- ## EX-4.3 AMENDED AND RESTATED AGENCY AGREEMENT MAY 2025 SEC source: [kdp-ex43_amendedandresta.htm](https://www.sec.gov/Archives/edgar/data/1418135/000141813526000051/kdp-ex43_amendedandresta.htm) ![Slide 1]() > **Source slide transcript** > > Execution version Dated 15 May 2025 JDE PEET’S N.V. as Issuer DEUTSCHE BANK AG, LONDON BRANCH as Fiscal Agent, Paying Agent, Transfer Agent and Calculation Agent DEUTSCHE BANK LUXEMBOURG, S.A. as Registrar Ref: L-360522 Amended and Restated Agency Agreement relating to JDE PEET’S N.V. EUR 5,000,000,000 Debt Issuance Programme arranged by DEUTSCHE BANK AKTIENGESELLSCHAFT 3210677818 i Table of Contents Contents Page 1 Interpretation ...................................................................................................................................... 1 2 Appointment and Duties ................................................................................................................. 5 3 Issue of Notes and Certificates ...................................................................................................... 6 4 Payment .............................................................................................................................................. 9 5 Repayment ........................................................................................................................................ 11 6 Early Redemption and Exercise of Options ............................................................................. 11 7 Cancellation, Destruction, Records and Reporting Requirements ..................................... 12 8 Coupon Sheets ................................................................................................................................ 13 9 Replacement Notes, Certificates, Coupons and Talons ........................................................ 13 10 Additional Duties of the Transfer Agents .................................................................................. 14 11 Additional Duties of the Registrar .............................................................................................. 14 12 Regulations Concerning Registered Notes .............................................................................. 15 13 Documents and Forms .................................................................................................................. 15 14 Duties of Calculation Agent .......................................................................................................... 16 15 Fees and Expenses ........................................................................................................................ 16 16 Indemnity .......................................................................................................................................... 16 17 General .............................................................................................................................................. 17 18 Authorised Signatories .................................................................................................................. 19 19 Changes in Agents ......................................................................................................................... 20 20 Communications ............................................................................................................................. 22 21 Notices ............................................................................................................................................... 22 22 Governing Law and Jurisdiction ................................................................................................. 22 Schedule 1 Part A Form of CGN Temporary Global Note ................................................................. 27 Schedule 1 Part B Form of CGN Permanent Global Note ................................................................. 35 Schedule 1 Part C Form of NGN Temporary Global Note ................................................................. 46 Schedule 1 Part D Form of NGN Permanent Global Note ................................................................. 53 3210677818 ii Schedule 1 Part E Form of Global Certificate ...................................................................................... 61 Schedule 2 Part A Form of Bearer Note ................................................................................................ 66 Schedule 2 Part B Form of Certificate ................................................................................................... 69 Schedule 2 Part C Terms and Conditions of the Notes ..................................................................... 73 Schedule 2 Part D Form of Coupon ....................................................................................................... 74 Schedule 2 Part E Form of Talon ............................................................................................................ 76 Schedule 3 Provisions for Meetings of Noteholders ......................................................................... 77 Schedule 4 Form of Exercise Notice for Redemption Option ......................................................... 88 Schedule 5 Form of Change of Control Put Option Notice .............................................................. 90 Schedule 6 Regulations Concerning the Transfer and Registration of Notes ............................ 92 Schedule 7 Accountholder Certificate of Non-U.S. Citizenship and Residency ......................... 93 Schedule 8 Clearing System Certificate of Non-U.S. Citizenship and Residency ...................... 95 Schedule 9 Obligations regarding Notes in NGN form and Registered Notes held under the NSS ................................................................................................................................................................ 97 3210677818 1 This Agency Agreement is made as of 15 May 2025 between: (1) JDE PEET’S N.V., a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands, having its statutory seat (statutaire zetel) in Amsterdam, the Netherlands, and having its registered office at Oosterdoksstraat 80, 1011 DK Amsterdam, the Netherlands, and registered with the trade register of the Dutch chamber of commerce (Kamer van Koophandel) under number 73160377 (the “Company”) (the “Issuer”); (2) DEUTSCHE BANK AG, LONDON BRANCH as Fiscal Agent, Paying Agent, Transfer Agent and Calculation Agent; and (3) DEUTSCHE BANK LUXEMBOURG S.A. as Registrar. (A) The Issuer proposes to issue from time to time euro medium term notes pursuant to this Agreement (the “Notes”, which expression shall, if the context so admits, include the Global Notes (in temporary or permanent form) to be initially delivered in respect of Notes) in an aggregate nominal amount outstanding at any one time not exceeding the Programme Limit (the “Programme”). (B) The parties entered into an agency agreement in relation to the Notes on 13 May 2024 (the “Original Agency Agreement”). (C) The parties have agreed to make certain modifications to the Original Agency Agreement such that it be amended and restated as set out in this Agreement. Any Notes issued on or after the date hereof shall be issued pursuant to this Agreement. This does not affect any Notes issued prior to the date of this Agreement. It is agreed as follows: 1 Interpretation 1.1 Definitions: Capitalised terms used in this Agreement but not defined in this Agreement shall have the meaning given to them in the Dealer Agreement. In this Agreement: “Agents” means the Fiscal Agent, the Paying Agents, the Calculation Agent, the Registrar and the Transfer Agents or any of them and shall include such other Agent or Agents as may be appointed from time to time hereunder and, except in Clause 19, references to Agents are to them acting solely through their specified offices “Authorised Signatory” means any person who is designated in writing by the Issuer from time to time to give Instructions to the Agents under the terms of this Agreement “Business Day” means, in respect of each Note, (i) a day other than a Saturday or Sunday on which Euroclear and Clearstream, Luxembourg are operating and (ii) a day on which banks and foreign exchange markets are open for general business in the city of the Fiscal Agent’s specified office and (iii) (if a payment is to be made on that day) a day on which banks and foreign exchange markets are open for general business in the principal financial centre for the currency of the payment or, in the case of euro, a day on which the TARGET System is operating “Calculation Agent” means Deutsche Bank AG, London Branch as Calculation Agent hereunder (or such other Calculation Agent(s) as may be appointed hereunder from time to time either generally hereunder or in relation to a specific issue or Series of Notes) --- ![Slide 2]() > **Source slide transcript** > > 3210677818 2 “Certificate” means a registered certificate representing one or more Registered Notes of the same Series and, save as provided in the Conditions, comprising the entire holding by a Noteholder of his Registered Notes of that Series and, save in the case of Global Certificates, being substantially in the form set out in Schedule 2 “CGN” means a temporary Global Note in the form set out in Part A of Schedule 1 or a permanent Global Note in the form set out in Part B of Schedule 1 “Change of Control Put Notice” has the meaning given to it in the Conditions and, in the case of a Noteholders’ redemption option following a Change of Control Put Event (as defined in the Conditions) shall be substantially in the form set out in Schedule 5 “Clearstream, Luxembourg” means Clearstream Banking S.A. “Common Depositary” means, in relation to a Series, a depositary common to Euroclear and Clearstream, Luxembourg “Common Safekeeper” means, in relation to a Series where the relevant Global Note is a NGN or the relevant Global Certificate is held under the NSS, the common safekeeper for Euroclear and/or Clearstream, Luxembourg appointed in respect of such Notes “Common Service Provider” means, in relation to a Series where the relevant Global Note is a NGN or the relevant Global Certificate is held under the NSS, the common service provider for Euroclear and Clearstream, Luxembourg appointed in respect of such Notes “Conditions” means in respect of the Notes of each Series the terms and conditions applicable thereto which shall be substantially in the form set out in Schedule 2 as modified, with respect to any Notes represented by a Global Certificate or a Global Note, by the provisions of such Global Certificate or Global Note, shall incorporate any additional provisions forming part of such terms and conditions set out in Part A of the Final Terms relating to the Notes of that Series and shall be endorsed on the Definitive Notes subject to amendment and completion as referred to in the first paragraph of Schedule 2 Part C and any reference to a particularly numbered Condition shall be construed accordingly “Dealer Agreement” means the dealer agreement relating to the Programme dated today between the Issuer, Deutsche Bank Aktiengesellschaft and the other dealers and arrangers named in it “Definitive Note” means a Bearer Note in definitive form substantially in the form set out in Schedule 2 and having, where appropriate, Coupons and/or a Talon attached thereto on issue and, unless the context requires otherwise, means a Certificate (other than a Global Certificate) “Euroclear” means Euroclear Bank SA/NV “Exercise Notice” has the meaning given to it in the Conditions and, in the case of a Noteholders’ redemption option, shall be substantially in the form set out in Schedule 4 “Extraordinary Resolution” has the meaning set out in Schedule 3 “Final Terms” means, in relation to a Tranche, the Final Terms issued specifying the relevant issue details of such Tranche, substantially in the form of Schedule C to the Dealer Agreement “Fiscal Agent” means Deutsche Bank AG, London Branch as Fiscal Agent hereunder (or such other Fiscal Agent as may be appointed from time to time hereunder) 3210677818 3 “Global Certificate” means a Certificate substantially in the form set out in Schedule 1 representing Registered Notes of one or more Tranches of the same Series “Global Note” means a temporary Global Note or, as the context may require, a permanent Global Note, a CGN and/or a NGN, as the context may require “Issue Date” means, in relation to any Tranche, the date on which the Notes of that Tranche have been issued or, if not yet issued, the date agreed for their issue between the Issuer and the Relevant Dealer(s) “NGN” means a temporary Global Note in the form set out in Part C of Schedule 1 or a permanent Global Note in the form set out in Part D of Schedule 1 “NSS” means the new safekeeping structure which applies to Registered Notes held in global form by a Common Safekeeper for Euroclear and Clearstream, Luxembourg, and which is required for such Registered Notes to be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations “outstanding” means, in relation to the Notes of any Series, all the Notes issued other than (a) those that have been redeemed in accordance with the Conditions, (b) those in respect of which the date for redemption has occurred and the redemption moneys (including all interest accrued on such Notes to the date for such redemption and any interest payable after such date) have been duly paid to the Fiscal Agent as provided in this Agreement and remain available for payment against presentation and surrender of Notes, Certificates and/or Coupons, as the case may be, (c) those which have become void or in respect of which claims have become prescribed, (d) those which have been purchased and cancelled as provided in the Conditions, (e) those mutilated or defaced Bearer Notes that have been surrendered in exchange for replacement Notes, (f) (for the purpose only of determining how many Notes are outstanding and without prejudice to their status for any other purpose) those Bearer Notes alleged to have been lost, stolen or destroyed and in respect of which replacement Notes have been issued, (g) any temporary Global Note to the extent that it shall have been exchanged for a permanent Global Note and any Global Note to the extent that it shall have been exchanged for one or more Definitive Notes, in either case pursuant to its provisions; provided that, for the purposes of (i) ascertaining the right to attend and vote at any meeting of Noteholders and (ii) the determination of how many Notes are outstanding for the purposes of Conditions 10 and 11 and Schedule 3, those Notes that are beneficially held by, or are held on behalf of, the Issuer or any of its Subsidiaries and not cancelled shall (unless and until ceasing to be so held) be deemed not to be outstanding. Save for the purposes of the proviso herein, in the case of any Notes represented by a NGN, the Fiscal Agent shall rely on the records of Euroclear and Clearstream, Luxembourg in relation to any determination of the nominal amount outstanding of each NGN “Paying Agents” means the Fiscal Agent and the Paying Agents referred to above and such further or other Paying Agent or Agents as may be appointed from time to time hereunder “permanent Global Note” means a Global Note representing Bearer Notes of one or more Tranches of the same Series, either on issue or upon exchange of a temporary Global Note, or part of it, and which shall be substantially in the form set out in Part B or Part D of Schedule 1, as the case may be “Procedures Memorandum” means the dealer confirmation, issuer confirmation and notice details relating to the settlement of issues of Notes as shall be agreed upon from time to 3210677818 4 time by the Issuer, the Dealers and the Fiscal Agent and which, at the date of this Agreement, are set out in Schedule A to the Dealer Agreement “Programme Limit” means the maximum aggregate nominal amount of Notes that may be issued and outstanding at any time under the Programme, as such limit may be increased pursuant to the Dealer Agreement “Redemption Amount” means the Final Redemption Amount, the Early Redemption Amount, the Optional Redemption Amount, the Residual Call Early Redemption Amount or the Transaction Trigger Redemption Amount, as the case may be, all as defined in the Conditions “Register” means the register referred to in Clause 11 “Registrar” means Deutsche Bank Luxembourg S.A. as Registrar hereunder (or such other Registrar as may be appointed hereunder either generally or in relation to a specific Series of Notes) “Regulations” means the regulations referred to in Clause 12 “Series” means a series of Notes, either issued on the same date or in more than one Tranche on different dates, that (except in respect of the first payment of interest and their issue price) have identical terms and are expressed to have the same series number “specified office” means each of the offices of the Agents specified herein and shall include such other office or offices as may be specified from time to time hereunder “Subscription Agreement” means an agreement between the Issuer and two or more Dealers made pursuant to Clause 2.2 of the Dealer Agreement “Subsidiary” means, at any particular time, a company which is then directly or indirectly controlled, or more than 50 per cent. of whose issued equity share capital (or equivalent) is then beneficially owned, by the Issuer and/or one or more of its Subsidiaries. For a company to be “controlled” by another means that the other (whether directly or indirectly and whether by the ownership of share capital or the possession of voting power) has the power to appoint and/or remove all or the majority of the members of the board of directors or other governing body of that company or otherwise controls or has the power to control the affairs and policies of that company “Syndicated Issue” means an issue of Notes pursuant to Clause 2.2 of the Dealer Agreement “TARGET System” means the real time gross settlement system operated by the Eurosystem (known as T2) or any successor or replacement for that system “temporary Global Note” means a Global Note representing Bearer Notes on issue and which shall be substantially in the form set out in Part A or Part C of Schedule 1, as the case may be “Tranche” means, in relation to a Series, those Notes of that Series that are issued on the same date and “Transfer Agents” means the Transfer Agents referred to above and such further or other Transfer Agent or Agents as may be appointed from time to time hereunder either generally or in relation to a specific Series of Notes. 1.2 Construction of Certain References: References to: 3210677818 5 1.2.1 the records of Euroclear and Clearstream, Luxembourg shall be to the records that each of Euroclear and Clearstream, Luxembourg holds for its customers which reflect the amount of such customers’ interests in the Notes 1.2.2 other capitalised terms not defined in this Agreement are to those terms as defined in the Conditions 1.2.3 principal and interest shall be construed in accordance with Condition 8 and 1.2.4 costs, charges, remuneration or expenses include any value added, turnover or similar tax charged in respect thereof. 1.3 Headings: Headings shall be ignored in construing this Agreement. 1.4 Contracts: References in this Agreement to this Agreement or any other document are to this Agreement or those documents as amended, supplemented or replaced from time to time in relation to the Programme and include any document which amends, supplements or replaces them. 1.5 Schedules: The Schedules are part of this Agreement and have effect accordingly. 1.6 Alternative Clearing System: References in this Agreement to Euroclear and/or Clearstream, Luxembourg shall, wherever the context so permits, be deemed to include reference to any additional or alternative clearing system approved by the Issuer, the Registrar and the Fiscal Agent. In the case of NGNs or Global Certificates held under the NSS, such alternative clearing system must also be authorised to hold such Notes as eligible collateral for Eurosystem monetary policy and intra-day credit operations. 2 Appointment and Duties 2.1 Fiscal Agent and Registrar: The Issuer appoints Deutsche Bank AG, London Branch at its specified office in London as Fiscal Agent in respect of each Series of Notes and Deutsche Bank Luxembourg S.A. at its specified office in Luxembourg as Registrar in respect of each Series of Registered Notes. 2.2 Paying Agents and Transfer Agents: The Issuer appoints Deutsche Bank AG, London Branch at its specified office in London as Paying Agent in respect of each Series of Bearer Notes and as Transfer Agent in respect of each Series of Registered Notes, unless the Final Terms relating to a Series of Notes lists the Agents appointed in respect of that Series, in which case, only those persons acting through their specified offices shall be appointed in respect of that Series. 2.3 Calculation Agent: Deutsche Bank AG, London Branch may be appointed as Calculation Agent in respect of any Series of Notes by agreement with the Issuer. Deutsche Bank AG, London Branch shall be treated as having agreed to act as Calculation Agent in respect of a Series if it shall have received the Purchase Information (in draft or final form) naming it as Calculation Agent no later than four Business Days before the Issue Date or, if earlier, the first date on which it is required to make any calculation or determination and shall not have notified the Issuer that it does not wish to be so appointed within two Business Days of such receipt. 2.4 Agents’ Duties: The obligations of the Agents are several and not joint. Each Agent shall be obliged to perform only such duties as are specifically set out in this Agreement (including Schedule 9 in the case of the Fiscal Agent and the Registrar where the relevant Notes are represented by a NGN or which are held under the NSS), the Conditions and the Procedures --- ![Slide 3]() > **Source slide transcript** > > 3210677818 6 Memorandum and any duties necessarily incidental to them. No implied duties or obligations shall be read into any such documents and Sections 7:401, 7:402, 7:403, 7:404, 7:407, 7:408 and 7:411 of the Dutch Civil Code shall, to the extent permitted, not apply. No Agent shall be obliged to perform additional duties set out in any Final Terms and thereby incorporated into the Conditions unless it shall have previously agreed to perform such duties. If the Conditions are amended on or after a date on which any Agent accepts any appointment in a way that affects the duties expressed to be performed by such Agent, it shall not be obliged to perform such duties as so amended unless it has first approved the relevant amendment. No Agent shall be under any obligation to take any action under this Agreement that it expects, and has so notified the Issuer in writing, will result in any expense to or liability of such Agent, the payment of which is not, in its opinion, assured to it within a reasonable time. In the case of Notes represented by a NGN or Global Certificates which are held under the NSS, each of the Agents (other than the Fiscal Agent or the Registrar, as the case may be) agrees that if any information required by the Fiscal Agent or the Registrar to perform the duties set out in Schedule 9 becomes known to it, it will promptly provide such information to the Fiscal Agent or the Registrar, as the case may be. 2.5 Common Safekeeper: In relation to each Series where the relevant Global Note is in NGN form or the relevant Global Certificate is held under the NSS, the Issuer hereby authorises and instructs the Fiscal Agent to elect either Euroclear or Clearstream, Luxembourg as Common Safekeeper. From time to time, the Issuer and the Fiscal Agent may agree to vary this election. The Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as Common Safekeeper in relation to any such issue and agrees that no liability shall attach to the Fiscal Agent in respect of any such election made by it. 2.6 Delegation: Notwithstanding anything to the contrary herein or in any other agreement, if in the Agent’s opinion, acting reasonably, it deems it appropriate to delegate any of its roles, duties or obligations created hereunder to a third party of good standing in the opinion of the Agent, the Issuer hereby acknowledges the potential for, and acquiesces to, such delegation. 3 Issue of Notes and Certificates 3.1 Preconditions to Issue: The Issuer shall not agree to any Issue Date unless it is a Business Day. Before issuing any Notes that are intended to be cleared through a clearing system other than Euroclear or Clearstream, Luxembourg the Issuer shall inform the Fiscal Agent of its wish to issue such Notes and shall agree with the Fiscal Agent the procedure for issuing such Notes, in the case of Notes that are to be cleared through such other clearing system, which agreement shall cover the time, date and place for the delivery of the relevant Global Note by the Fiscal Agent, whether such delivery is to be free of payment or against payment, an appropriate method for determining non-U.S. beneficial ownership of Notes in accordance with applicable U.S. law and the method by which the Fiscal Agent is to receive any payment, and hold any moneys, on behalf of the Issuer. 3.2 Notification: Not later than the time specified in the Procedures Memorandum the Issuer shall in respect of each Tranche notify and/or confirm to the Fiscal Agent by tested fax, electronic communication or in writing all such information as the Fiscal Agent may reasonably require for it to carry out its functions as contemplated by this Clause. 3.3 Issue of Certificates and Global Notes: Upon receipt by the Fiscal Agent of the information enabling it, and instructions, to do so, the Fiscal Agent shall, in the case of Bearer Notes, complete a temporary or, as the case may be, permanent Global Note in an aggregate 3210677818 7 nominal amount equal to that of the Tranche to be issued or, in the case of Registered Notes, notify the Registrar of all relevant information, whereupon the Registrar shall complete one or more Certificates in an aggregate nominal amount equal to that of the Tranche to be issued, (unless the Fiscal Agent is to do so in its capacity as, or as agent for, the Registrar) authenticate each Certificate (or cause its agent on its behalf to do so) and deliver them to the Fiscal Agent not later than the time specified by the Fiscal Agent (which shall be no earlier than one Business Day after receipt by the Registrar of such instructions). 3.4 Delivery of Certificates and Global Notes: Immediately before the issue of any Global Note, the Fiscal Agent (or its agent on its behalf) shall authenticate it. Following authentication of any Global Note or receipt of any Certificate, the Fiscal Agent shall (in the case of any unauthenticated Certificate, after first authenticating it as, or as agent for, the Registrar) deliver it: 3.4.1 in the case of a Tranche (other than for a Syndicated Issue) intended to be cleared through a clearing system, on the Business Day immediately preceding its Issue Date: (i) save in the case of a Global Note which is a NGN or a Global Certificate which is held under the NSS to the Common Depositary or to such clearing system or other depositary for a clearing system as shall have been agreed between the Issuer and the Fiscal Agent, and (ii) in the case of a Global Note which is a NGN or a Global Certificate which is held under the NSS, to the Common Safekeeper together with instructions to effectuate the same, together with instructions to the clearing systems to whom (or to whose depositary or Common Safekeeper) such Global Note or Global Certificate has been delivered to credit the underlying Notes represented by such Global Note or Global Certificate to the securities account(s) at such clearing systems that have been notified to the Fiscal Agent by the Issuer on a delivery against payment basis or, if notified to the Fiscal Agent by the Issuer, on a delivery free of payment basis or 3.4.2 in the case of a Syndicated Issue, on the Issue Date at or about the time specified in the relevant Subscription Agreement (i) save in the case of a Global Note which is a NGN or a Global Certificate which is held under the NSS, to, or to the order of, the Lead Manager at such place in London as shall be specified in the relevant Subscription Agreement (or such other time, date and/or place as may have been agreed between the Issuer and the Fiscal Agent) and (ii) in the case of a Global Note which is a NGN or a Global Certificate which is held under the NSS, to the Common Safekeeper for Euroclear and Clearstream, Luxembourg together with instructions to effectuate same, in each case against the delivery to the Fiscal Agent of evidence that instructions for payment of the subscription moneys due to the Issuer have been made, such evidence to be in the form set out in such Subscription Agreement or 3.4.3 otherwise, at such time, on such date, to such person and in such place as may have been agreed between the Issuer and the Fiscal Agent. Where the Fiscal Agent or Registrar delivers any authenticated Global Note or Global Certificate to the Common Safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note or Global Certificate retained by it following its receipt of confirmation from the Common Safekeeper that the relevant Global Note or Global Certificate has been effectuated. The Fiscal Agent shall immediately notify the Registrar if for any reason a Certificate is not delivered in accordance with the Issuer’s instructions. Failing any such notification, the Registrar shall cause an appropriate entry to 3210677818 8 be made in the Register to reflect the issue of the Notes to the person(s) whose name and address appears on each such Certificate on the Issue Date (if any). 3.5 Clearing Systems: In delivering any Global Note or Global Certificate in accordance with Clause 3.4.1, the Fiscal Agent shall give instructions to the relevant clearing system to hold the Notes represented by it to the order of the Fiscal Agent pending transfer to the securities account(s) referred to in Clause 3.4.1. Upon payment for any such Notes being made to the Fiscal Agent, it shall transfer such payment to the account of the Issuer notified to it by the Issuer. For so long as any such Note continues to be held to the order of the Fiscal Agent, the Fiscal Agent shall hold such Note to the order of the Issuer. 3.6 Advance Payment: If the Fiscal Agent pays an amount (the “Advance”) to the Issuer on the basis that a payment (the “Payment”) has been, or will be, received from any person and if the Payment has not been, or is not, received by the Fiscal Agent on the date the Fiscal Agent pays the Issuer, the Issuer shall, on demand, reimburse the Fiscal Agent the Advance and pay interest to the Fiscal Agent on the outstanding amount of the Advance from the date on which it is paid out to the date of reimbursement at the rate per annum equal to the cost to the Fiscal Agent of funding such amount, as certified by the Fiscal Agent. Such Interest shall be compounded daily. 3.7 Exchange for Permanent Global Notes and Definitive Notes: On and after the due date for exchange of any temporary Global Note which is exchangeable for a permanent Global Note, the Fiscal Agent shall, on presentation to it or to its order of the temporary Global Note, complete a permanent Global Note, authenticate it (or cause its agent on its behalf to do so), and in the case of a permanent Global Note which is a NGN, deliver the permanent Global Note to the Common Safekeeper which is holding the temporary Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg together with instructions to the Common Safekeeper to effectuate the same, and, in each case, procure the exchange of interests in such temporary Global Note for interests in an equal nominal amount of such permanent Global Note in accordance with such temporary Global Note. On or after the due date for exchange of any Global Note which is exchangeable for Definitive Notes, the Fiscal Agent shall, on presentation to it or to its order of the Global Note, procure the exchange of interests in such Global Note for Definitive Notes (if applicable, having attached Coupons and/or a Talon other than any that mature on or before the relevant date for exchange) in a nominal amount equal to that portion of such Global Note submitted for exchange in accordance with such Global Note. On exchange in full of any Global Note the Fiscal Agent shall cancel it and, if so requested by the bearer, return it to the bearer. 3.8 Signing of Notes, Certificates, Coupons and Talons: The Notes, Certificates, Coupons and Talons shall be signed manually or in facsimile on behalf of the Issuer by a duly authorised signatory of the Issuer. The Issuer shall promptly notify the Fiscal Agent of any change in the names of the person or persons whose signature is to be used on any Note or Certificate and shall if necessary provide new master Global Notes and Certificates reflecting such changes. The Issuer may however adopt and use the signature of any person who at the date of signing a Note, Certificate, Coupon or Talon is a duly authorised signatory of the Issuer even if, before the Note, Certificate, Coupon or Talon is issued, he ceases for whatever reason to hold such office and the Notes, Certificates, Coupons or Talons issued in such circumstances shall nevertheless be (or, in the case of Certificates, represent) valid and binding obligations of the Issuer. Definitive Notes, Coupons and Talons shall be security 3210677818 9 printed, and Certificates shall be printed, in accordance with all applicable stock exchange requirements. 3.9 Details of Notes and Certificates Delivered: As soon as practicable after delivering any Global Note, Global Certificate or Definitive Note, the Fiscal Agent or the Registrar, as the case may be, shall supply to the Issuer and the other Agents all relevant details of the Notes or Certificates delivered, in such format as it shall from time to time agree with the Issuer. 3.10 Cancellation: If any Note in respect of which information has been supplied under Clause 3.2 is not to be issued on a given Issue Date, the Issuer shall immediately (and, in any event, prior to the Issue Date) notify the Fiscal Agent and, in the case of Registered Notes, the Registrar. Upon receipt of such notice, neither the Fiscal Agent nor the Registrar shall thereafter issue or release the relevant Note(s) or Certificate(s) but shall cancel and, unless otherwise instructed by the Issuer, destroy them. 3.11 Outstanding Amount: The Fiscal Agent shall, upon request from the Issuer or any Dealer, inform such person of the aggregate nominal amount of Notes, or Notes of any particular Series, then outstanding at the time of such request. In the case of Notes represented by a NGN, the nominal amount of Notes represented by such NGN shall be the aggregate amount from time to time entered in the records of both Euroclear and Clearstream, Luxembourg. The records of Euroclear and Clearstream, Luxembourg shall be conclusive evidence of the nominal amount of Notes represented by the relevant NGN and for such purposes, a statement issued by Euroclear or Clearstream, Luxembourg stating the nominal amount of Notes represented by the relevant NGN at any time shall be conclusive evidence of the records of the relevant Clearing Systems at that time. Payments made by the Issuer in respect of Notes represented by a NGN shall discharge the Issuer’s obligations in respect thereof. Any failure to make the entries in the records of the relevant clearing systems shall not affect such discharge. 3.12 Procedures Memorandum: The Issuer shall furnish a copy of the Procedures Memorandum from time to time in effect to the Fiscal Agent and the Registrar. The parties agree that all issues of Notes shall be made in accordance with the Procedures Memorandum unless the Issuer, the Relevant Dealer(s) and the Fiscal Agent and, in the case of Registered Notes, the Registrar agree otherwise in respect of any issue. The Procedures Memorandum may only be amended with the consent of the Fiscal Agent and the Registrar. 4 Payment 4.1 Payment to the Fiscal Agent: The Issuer shall, on each date on which any payment in respect of the Notes becomes due, transfer to the Fiscal Agent such amount as may be required for the purposes of such payment. In this Clause, the date on which a payment in respect of the Notes becomes due means the first date on which the holder of a Note or Coupon could claim the relevant payment by transfer to an account under the Conditions, but disregarding the necessity for it to be a business day in any particular place of presentation. 4.2 Pre-advice of Payment: The Issuer shall procure that the bank through which the payment to the Fiscal Agent required by Clause 4.1 is to be made shall irrevocably confirm to the Fiscal Agent by authenticated SWIFT message no later than 3.00 p.m. (local time in the city of the Fiscal Agent’s specified office) on the second Business Day before the due date for any such payment that it will make such payment. --- ![Slide 4]() > **Source slide transcript** > > 3210677818 10 4.3 Payment by Agents: Subject as provided in Clause 4.6, each of the Paying Agents, in the case of Bearer Notes, each of the Registrar and the Transfer Agents, in the case of the final payment in respect of any Series of Registered Notes, and the Registrar, in the case of all other payments in respect of Registered Notes, shall, subject to and in accordance with the Conditions, pay or cause to be paid on behalf of the Issuer on and after each due date therefor the amounts due in respect of the Notes and Coupons and shall be entitled to claim any amounts so paid from the Fiscal Agent. No Agent is obliged to pay noteholders until it has received the funds from the Issuer and has been able to identify or confirm receipt of those funds. 4.4 Notification of Non-payment: The Fiscal Agent shall forthwith notify each of the other Agents and the Issuer if it has not received the amount referred to in Clause 4.1 by the time specified for its receipt, unless it is satisfied that it will receive such amount. 4.5 Payment After Failure to Pre-advise or Late Payment: The Fiscal Agent shall forthwith notify in writing each of the other Agents and the Issuer if at any time following the giving of a notice by the Fiscal Agent under Clause 4.6 either any payment provided for in Clause 4.1 is made on or after its due date but otherwise in accordance with this Agreement or the Fiscal Agent is satisfied that it will receive such payment. 4.6 Suspension of Payment by Agents: Upon receipt of a notice from the Fiscal Agent under Clause 4.5, each Agent shall cease making payments in accordance with Clause 4.3 as soon as is reasonably practicable. Upon receipt of a notice from the Fiscal Agent under Clause 4.5, each Agent shall make, or shall recommence making, payments in accordance with Clause 4.3. 4.7 Reimbursements of Agents: The Fiscal Agent shall on demand promptly reimburse each Agent for payments in respect of the Notes and Coupons properly made by it in accordance with the Conditions and this Agreement. 4.8 Method of payment to Fiscal Agent: All sums payable to the Fiscal Agent hereunder shall be paid in the currency in which such sums are denominated and in immediately available or same day funds to such account with such bank as the Fiscal Agent may from time to time notify to the Issuer. 4.9 Moneys held by Fiscal Agent: The Fiscal Agent may deal with moneys paid to it under this Agreement in the same manner as other moneys paid to it as a banker by its customers except that (1) it may not exercise any lien, right of set-off or similar claim in respect of them and (2) it shall not be liable to anyone for interest on any sums held by it under this Agreement. No monies held by any Agent need be segregated except as may be required by law. 4.10 Partial Payments: If on presentation of a Note, Certificate or Coupon only part of the amount payable in respect of it is paid (except as a result of a deduction of tax permitted by the Conditions), the Agent to whom it is presented shall, in the case of a Global Note which is a CGN, procure that it is enfaced with a memorandum of the amount paid and the date of payment and shall return it to the person who presented it. Upon making payment of only part of the amount payable in respect of any Registered Note or being informed of any such partial payment by a Transfer Agent, the Registrar shall make a note of the details of such payment in the Register. In the case of a Global Note which is a NGN, the Agent to whom such Note, Certificate or Coupon is presented shall instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such shortfall in payment. 3210677818 11 4.11 Interest: If the Fiscal Agent pays out any amount due in respect of the Notes in accordance with the Conditions or due in accordance with Clause 4.7 before receipt of the amount due under Clause 4.1, the Issuer shall on demand reimburse the Fiscal Agent for the relevant amount and pay interest to the Fiscal Agent on such amount that is outstanding from the date on which it is paid out to the date of reimbursement at the rate per annum equal to the cost to the Fiscal Agent of funding the amount paid out, as certified by the Fiscal Agent. Such interest shall be compounded daily. 4.12 Void Global Note or Registered Note: If any Global Note becomes void (in whole or in part) or any Registered Note represented by a Global Certificate becomes void, in each case, in accordance with its terms after the occurrence of an Event of Default, the Fiscal Agent shall promptly notify the Agents and, after such notice has been given, no payment shall be made by them in respect of that Note to the extent that it has become void. 5 Repayment If claims in respect of any Note or Coupon become void or prescribed under the Conditions, the Fiscal Agent shall forthwith repay to the Issuer the amount that would have been due on such Note or Coupon if it or the relative Certificate had been presented for payment before such claims became void or prescribed. Subject to Clause 19, the Fiscal Agent shall not however be otherwise required or entitled to repay any sums received by it under this Agreement. 6 Early Redemption and Exercise of Options 6.1 Notice to Fiscal Agent: If the Issuer intends (other than consequent upon an Event of Default or any right of the holder to require redemption) to redeem all or any of the Notes of any Series before their stated maturity date or to exercise any Issuer’s option in the Conditions it shall, at least 14 days before the latest date for the publication of the notice of redemption or of exercise of Issuer’s option required to be given to Noteholders, give notice of such intention to the Fiscal Agent stating the date on which such Notes are to be redeemed or such option is to be exercised and the nominal amount of Notes to be redeemed or subject to the option. 6.2 Drawing on Partial Redemption or Exercise of Option: If some only of the Notes of a Series are to be redeemed, or subject to the exercise of an Issuer’s option, in the case of Notes in definitive form on such date the Fiscal Agent shall make the drawing that is required in accordance with the Conditions and the Issuer shall be entitled to send representatives to attend such drawing. 6.3 Notice to Noteholders: The Fiscal Agent shall publish any notice to Noteholders required in connection with any such redemption or exercise of an Issuer’s option and shall at the same time also publish a separate list of the certificate numbers of any Bearer Notes previously drawn and not presented either for payment or as may otherwise be required pursuant to any Issuer’s option and of the nominal amount of Registered Notes drawn and in respect of which the related Certificates have not been so presented. Such notice shall specify the date fixed for redemption or exercise of any option, the redemption price and the manner in which redemption will be effected or the terms of the exercise of such option and, in the case of a partial redemption or exercise of any option, the certificate numbers of the Bearer Notes drawn and the nominal amount of Registered Notes drawn. In addition, the Fiscal Agent shall send to each holder of Registered Notes that are called in whole or in part for redemption or exercise of any option, at its address shown in the Register, a copy of such 3210677818 12 notice together with details of such holder’s Registered Notes called for redemption or subject to any option and the extent of such redemption or the terms of the exercise of such option. 6.4 Option Exercise Notices: The Paying Agent with which a Bearer Note or the Transfer Agent with which a Certificate is deposited in a valid exercise of any Noteholders’ option shall hold such Note (together with any Coupons or Talon relating to it deposited with it) or Certificate on behalf of the depositing Noteholder (but shall not, save as provided below, release it) until the due date for redemption of, or exercise of the option relating to, the relevant Note(s) consequent upon the exercise of such option, when, in the case of an option to redeem, and subject as provided below, it shall present any such Note, Certificate, Coupons and Talon to itself for payment of the amount due in accordance with the Conditions and shall pay such moneys in accordance with the directions of the Noteholder contained in the Exercise Notice or the Change of Control Put Notice, as applicable. In the event of the exercise of any other option, each Agent shall take the steps required of it in the Conditions and, in the case of Registered Notes, Clauses 10 and 11. If any such Note becomes immediately due and payable before the due date for its redemption or exercise of the option, or if upon due presentation payment of the amount due is improperly withheld or refused or exercise of the option is improperly denied, the Agent concerned shall mail such Note (and any related Coupons or Talon) or its Certificate by uninsured post to, and at the risk of, the relevant Noteholder (unless the Noteholder otherwise requests and pays the costs of such insurance in advance to the relevant Agent) to such address as may have been given by the Noteholder in the Exercise Notice or the Change of Control Put Notice, as applicable or, in the case of Registered Notes where no address has been given, to the address appearing in the Register. At the end of each period for the exercise of any such option, each Agent shall promptly notify the Fiscal Agent of the nominal amount of the Notes in respect of which such option has been exercised with it together with their certificate numbers (or those of the Certificates representing them) and the Fiscal Agent shall promptly notify such details to the Issuer. 7 Cancellation, Destruction, Records and Reporting Requirements 7.1 Cancellation: All Bearer Notes that are redeemed (together with such unmatured Coupons or unexchanged Talons as are attached to or are surrendered with them at the time of such redemption), all Certificates representing Registered Notes that are redeemed, all Coupons that are paid in full and all Talons that have been exchanged for Coupon sheets shall be cancelled forthwith by the Paying Agent or Transfer Agent through which they are redeemed, paid or exchanged. Such Paying Agent or Transfer Agent shall send to the Fiscal Agent, in the case of Bearer Notes, or the Registrar, in the case of Registered Notes, the details required by such person for the purposes of this Clause and the cancelled Notes, Coupons, Talons and/or Certificates. 7.2 Cancellation by Issuer: If the Issuer or any of its Subsidiaries purchase any Notes that are to be cancelled in accordance with the Conditions, the Issuer shall forthwith cancel them or procure their cancellation, promptly inform the Fiscal Agent or the Registrar, as the case may be, in writing and send them (if in definitive bearer form) to the Fiscal Agent. 7.3 Certificate of Fiscal Agent or Registrar: The Fiscal Agent, in the case of Bearer Notes, or the Registrar, in the case of Registered Notes shall, as soon as possible and in any event within four months after the date of any such redemption, payment, exchange or purchase, send upon request the Issuer a certificate stating (1) the aggregate nominal amount of Notes 3210677818 13 that have been redeemed and cancelled and the aggregate amount paid in respect of any related Coupons that have been paid and cancelled or in respect of interest paid on a Global Note, (2) the certificate numbers of such Notes (or of the Certificates representing them), (3) the total number by maturity dates of such Coupons, (4) the certificate numbers and maturity dates of such Talons and (5) the total number and maturity dates of unmatured Coupons, and the certificate numbers and maturity dates of unmatured Talons, not surrendered with Bearer Notes redeemed, in each case distinguishing between Bearer Notes of each Series and denomination (and any Coupons and Talons relating to them) and Registered Notes of each Series. 7.4 Destruction: Unless otherwise instructed by the Issuer or unless, in the case of the Global Note, it is to be returned to its holder in accordance with its terms, the Fiscal Agent, in the case of Bearer Notes, and the Registrar, in the case of Registered Notes, (or the designated agent of either) shall destroy upon disposal authorisation of the Relevant Clearing System the cancelled Bearer Notes, Coupons, Talons and/or Certificates in its possession and shall send upon request the Issuer a certificate giving the certificate numbers of such Notes (or of the Certificates representing them) in numerical sequence, the maturity dates and certificate numbers (in numerical sequence) of such Talons and the total numbers by maturity date of such Coupons, in each case distinguishing between Bearer Notes of each Series and denomination (and any Coupons and Talons relating to them) and Registered Notes of each Series and Coupons and Talons that have been paid or exchanged and those that have been surrendered for cancellation before their due date. 7.5 Records: The Fiscal Agent shall keep a full and complete record of all Bearer Notes, Coupons and Talons (other than the certificate numbers of Coupons) and of their redemption, purchase, payment, exchange, cancellation, replacement and destruction and make such records available at all reasonable times to the Issuer. 7.6 Reporting Requirements: The Fiscal Agent shall (on behalf of the Issuer) submit such reports or information as may be required from time to time in relation to the issue and purchase of Notes by applicable law, regulations and guidelines promulgated by Japanese governmental regulatory authorities in the case of Notes denominated in or linked to yen by any governmental regulatory authority agreed between the Issuer and the Fiscal Agent. 8 Coupon Sheets As regards each Bearer Note issued with a Talon, the Fiscal Agent shall, on or after the due date for exchange of such Talon, make available in exchange for such Talon at the specified office of the Fiscal Agent a further coupon sheet and, if relevant, a further Talon appertaining to such Bearer Note, but subject always to the Issuer having procured the delivery of a supply of such coupon sheets to the Fiscal Agent. To the extent that any Coupon in any such coupon sheet shall have become void before issue, the Fiscal Agent shall cancel such Coupon and destroy it in accordance with the provisions of Clause 7.4. 9 Replacement Notes, Certificates, Coupons and Talons 9.1 Replacement: The Fiscal Agent, in the case of Bearer Notes, Coupons or Talons, and the Registrar, in the case of Certificates (in such capacity, the “Replacement Agent”), shall issue replacement Bearer Notes, Certificates, Coupons and Talons in accordance with the Conditions. --- ![Slide 5]() > **Source slide transcript** > > 3210677818 14 9.2 Coupons and Talons on Replacement Bearer Notes: In the case of mutilated or defaced Bearer Notes, the Replacement Agent shall ensure that (unless such indemnity as the Issuer may require is given) any replacement Note only has attached to it Coupons and/or a Talon corresponding to those attached to the Note that it replaces. 9.3 Cancellation: The Replacement Agent shall cancel and, unless otherwise instructed by the Issuer, destroy any mutilated or defaced Bearer Notes, Certificates, Coupons and Talons replaced by it and shall send the Issuer and the Fiscal Agent a certificate giving the information specified in Clause 7.4. 9.4 Notification: The Replacement Agent shall, on issuing a replacement Bearer Note, Certificate, Coupon or Talon, forthwith inform the other Agents of its certificate number and of the one that it replaces. 9.5 Presentation after Replacement: If a Bearer Note, Certificate, Coupon or Talon that has been replaced is presented to an Agent for payment or exchange, that Agent shall forthwith inform the Fiscal Agent, in the case of Bearer Notes, or the Registrar, in the case of Registered Notes, which shall so inform the Issuer. 10 Additional Duties of the Transfer Agents The Transfer Agent with which a Certificate is presented for the transfer of, or exercise of any Noteholders’ option relating to, Registered Notes represented by it shall forthwith notify the Registrar of (1) the name and address of the holder of the Registered Note(s) appearing on such Certificate, (2) the certificate number of such Certificate and nominal amount of the Registered Note(s) represented by it, (3) (in the case of an exercise of an option) the contents of the Exercise Notice or the Change of Control Put Notice, as applicable, (4) (in the case of a transfer of, or exercise of an option relating to, part only) the nominal amount of the Registered Note(s) to be transferred or in respect of which such option is exercised, and (5) (in the case of a transfer) the name and address of the transferee to be entered on the Register and, subject to Clause 6.4, shall cancel such Certificate and forward it to the Registrar. 11 Additional Duties of the Registrar The Registrar shall maintain a Register for each Series of Registered Notes in Luxembourg in accordance with the Conditions and the Regulations. The Register shall show the number of issued Certificates, their nominal amount, their date of issue and their certificate number (which shall be unique for each Certificate of a Series) and shall identify each Registered Note, record the name and address of its initial holder, all subsequent transfers, exercises of options and changes of ownership in respect of it, the names and addresses of its subsequent holders and the Certificate from time to time representing it, in each case distinguishing between Registered Notes of the same Series having different terms as a result of the partial exercise of any option. The Registrar shall at all reasonable times during office hours make the Register available to the Issuer, the Fiscal Agent and the Transfer Agents or any person authorised by any of them for inspection and for the taking of copies and the Registrar shall deliver to such persons all such lists of holders of Registered Notes, their addresses and holdings as they may request. In relation to each Series of Registered Notes that is held under the NSS, the Registrar agrees to perform the additional duties set out in Schedule 9 to this Agreement. 3210677818 15 12 Regulations Concerning Registered Notes The Issuer may, subject to the Conditions, from time to time with the approval of the Fiscal Agent, the Transfer Agents and the Registrar promulgate regulations concerning the carrying out of transactions relating to Registered Notes and the forms and evidence to be provided. All such transactions shall be made subject to the Regulations. The initial Regulations are set out in Schedule 6. 13 Documents and Forms 13.1 Fiscal Agent: The Issuer shall provide to the Fiscal Agent in a sufficient quantity, in the case of paragraphs 13.1.2(ii), 13.1.3 and 13.1.4, for distribution among the relevant Agents as required by this Agreement or the Conditions: 13.1.1 executed master Global Notes to be used from time to time for the purpose of issuing Notes in accordance with Clause 3 13.1.2 if Definitive Notes in bearer form of any Series are to be issued, (i) such Definitive Notes and any related Coupons and Talons, duly executed on behalf of the Issuer, (ii) specimens of such Notes, Coupons and Talons and (iii) additional forms of such Notes, Coupons and Talons for the purpose of issuing replacements, at least 14 days before the Exchange Date for the relative Global Note (and the Fiscal Agent (or its agent on its behalf) shall authenticate such Definitive Notes immediately before their issue) 13.1.3 all documents (including Exercise Notices and Change of Control Put Notices) required under the Notes or by any stock exchange on which the Notes are listed to be available for issue or inspection during business hours (and the Paying Agents, in the case of Bearer Notes, and the Transfer Agents, in the case of Registered Notes, shall make such documents available for collection or inspection to the Noteholders that are so entitled) and 13.1.4 forms of voting certificates and block voting instructions, together with instructions as to how to complete, deal with and record the issue of such forms (and the Paying Agents, in the case of Bearer Notes, and the Transfer Agents, in the case of Registered Notes, shall make such documents available to the relevant Noteholders and carry out the other functions set out in Schedule 3). 13.2 Registrar: The Issuer shall provide the Registrar with enough blank Certificates (including Global Certificates) to meet the Transfer Agents’ and the Registrar’s anticipated requirements for Certificates upon the issue and transfer of each Series of Registered Notes and for the purpose of issuing replacement Certificates. 13.3 Notes etc. held by Agents: Each Agent (1) acknowledges that all forms of Notes, Certificates, Coupons and Talons delivered to and held by it pursuant to this Agreement shall be held by it as custodian only and it shall not be entitled to and shall not claim any lien or other security interest on such forms, (2) shall only use such forms in accordance with this Agreement, (3) shall maintain all such forms in safe custody, (4) shall take such security measures as may reasonably be necessary to prevent their theft, loss or destruction and (5) shall keep an inventory of all such forms and make it available to the Issuer and the other Agents at all reasonable times. 3210677818 16 14 Duties of Calculation Agent The Calculation Agent shall perform the duties expressed to be performed by it in the Conditions in respect of each Series of Notes in respect of which it is appointed as Calculation Agent. As soon as practicable after the relevant time on each Interest Determination Date or such time on such date as the Conditions may require to be calculated any rate or amount, any quotation to be obtained or any determination or calculation to be made by the Calculation Agent, the Calculation Agent shall determine such rate and calculate the Interest Amounts in respect of each denomination of the Notes for the relevant Interest Accrual Period, Interest Period or Interest Payment Date, calculate the Redemption Amount, obtain such quotation and/or make such determination or calculation, as the case may be, and cause the Rate of Interest and the Interest Amounts for each Interest Accrual Period, Interest Period or Interest Payment Date and, if required, the relevant Interest Payment Date and, if required to be calculated, any Redemption Amount to be notified to any other Calculation Agent appointed in respect of the Notes that is to make a further calculation upon receipt of such information, the Fiscal Agent, the Issuer, each of the Paying Agents, the relevant Noteholders and, if the relevant Notes are to be listed on a stock exchange and the rules of such exchange or other relevant authority so require, such exchange or other relevant authority as soon as possible after their determination but in no event later than (i) the commencement of the relevant Interest Period, if determined prior to such time, in the case of notification to such exchange or other relevant authority of a Rate of Interest and Interest Amount, or (ii) in all other cases, the fourth Business Day after such determination. If the Calculation Agent at any material time does not make any determination or calculation or take any action that it is required to do pursuant to the Conditions, it shall forthwith notify the Issuer and the Fiscal Agent. 15 Fees and Expenses 15.1 Fees: The Issuer shall pay to the Fiscal Agent the fees and expenses in respect of the Agents’ services as is separately agreed with the Fiscal Agent and the Issuer does not need to concern itself with their apportionment between the Agents. 15.2 Costs: The Issuer shall also pay on demand all reasonable out-of-pocket expenses (including legal, advertising and postage expenses) properly incurred by the Agents in connection with their services together with any applicable value added tax, sales, stamp, issue, registration, documentary or other taxes or duties. 15.3 Fees and expenses are to be paid free and clear of withholding tax unless it is required by law, in which case, the Issuer will gross up the amount so the Agents are paid in full. 16 Indemnity 16.1 By Issuer: The Issuer shall indemnify each Agent, on an after tax basis, against any loss, liability, cost, claim, action, demand or expense (including, but not limited to, all reasonable costs, charges and expenses paid or incurred in disputing or defending any of the foregoing) that it may incur or that may be made against it arising out of or in relation to or in connection with its appointment or the exercise of its functions, except such as may result from its own negligence, wilful default or fraud or that of its officers, employees or agents. 16.2 By Agents: Each Agent shall indemnify the Issuer, on an after tax basis, against any loss, liability, cost, claim, action, demand or expense (including, but not limited to, all reasonable costs, charges and expenses paid or incurred in disputing or defending any of the foregoing) 3210677818 17 that the Issuer may incur or that may be made against it as a result of such Agent’s negligence, wilful default or fraud or that of its officers, employees or agents. 16.3 Limitation of Liability: The Agents are not liable for any loss caused by events beyond their reasonable control including any malfunction, interruption or error in the transmission of information caused by any machine or systems or interception of communication facilities, abnormal operating conditions or events of force majeure. Under no circumstances will the Agent or the Issuer be liable for any consequential, special, speculative or indirect loss or damage (including but not limited to loss of business, goodwill, opportunity or profit) which arises out of or in connection with this Agreement even if advised of the possibility of such loss or damage. Nothing in this Agreement limits or excludes a party’s liability: (i) for fraud or wilful default or gross negligence; or (ii) for death or personal injury caused by its negligence. 16.4 Survival: This indemnity shall survive the termination or expiry of this Agreement and the resignation or removal of the Agent. 17 General 17.1 No Agency or Trust: In acting under this Agreement the Agents shall have no obligation towards or relationship of agency or trust with the holder of any Note, Coupon or Talon. 17.2 Holder to be treated as Owner: Except as otherwise required by law, each Agent shall treat the holder of a Note, Coupon or Talon as its absolute owner as provided in the Conditions and shall not be liable for doing so. 17.3 No Lien: No Agent shall exercise any lien, right of set-off or similar claim against any holder of a Note or Coupon in respect of moneys payable by it under this Agreement. 17.4 Taking of Advice: Each Agent may, acting reasonably, consult on any legal matter any legal adviser selected by it (at the expense of the Issuer), who may be an employee of or adviser to the Issuer, and it shall not be liable in respect of anything done, or omitted to be done, relating to that matter in good faith in accordance with that adviser’s opinion. Failure to consult such advisers on any matter shall not be construed as evidence of any Agent not acting in good faith. 17.5 Reliance on Documents etc.: No Agent shall be liable in respect of anything done or suffered by it in reliance on a Note, Certificate, Coupon, Talon or other document or information from any electronic or other source reasonably believed by it to be genuine and to have been signed or otherwise given or disseminated by the proper parties. 17.6 Other Relationships: Any Agent and any other person, whether or not acting for itself, may acquire, hold or dispose of any Note, Coupon, Talon or other security (or any interest therein) of the Issuer or any other person, may enter into or be interested in any contract or transaction with any such person, and may act on, or as depositary, trustee or agent for, any committee or body of holders of securities of any such person, in each case with the same rights as it would have had if that Agent were not an Agent and need not account for any profit. 17.7 List of Authorised Persons: The Issuer shall provide the Fiscal Agent for itself and for delivery to each other Agent with a copy of the certified list of persons authorised to take action on behalf of the Issuer in connection with this Agreement (as referred to in Clause 9.1.5 of the Dealer Agreement) and shall notify the Fiscal Agent and each other Agent immediately in writing if any of such persons ceases to be so authorised or if any additional --- ![Slide 6]() > **Source slide transcript** > > 3210677818 18 person becomes so authorised. Unless and until notified of any such change, each Agent may rely on the certificate(s) most recently delivered to it and all instructions given in accordance with such certificate(s) shall be binding on the Issuer. 17.8 Taking Action: No Agent shall be obliged to take action which it reasonably believes will incur a cost for which it will not be reimbursed, except for costs which are for the account of the Agent. The Agent shall forthwith notify the Issuer in writing if the Agent decides not to act on the basis of this Clause 17.8. 17.9 Sanctions: None of the Issuer nor any of its Subsidiaries, nor any their respective directors or officers, nor to the best of the knowledge and belief of the Issuer any employees, agents or affiliates of the Issuer or any of its Subsidiaries (i) is a person with whom transactions are currently prohibited under any United States sanctions administered by the Office of Foreign Assets Control of the US Department of Treasury (“OFAC”) or any sanctions or measures imposed by the United Nations Security Council, the European Union or, to the extent applicable, Her Majesty’s Treasury (collectively, the “Sanctions”), (ii) is located, organised or resident in a country or territory that is the subject of Sanctions (including Afghanistan, Cuba, Iran, North Korea, Crimea and the occupied territories in the so-called People’s Republic of Donetsk and People’s Republic of Luhansk of the Ukraine and Syria), or (iii) has business or financial dealings with any person on OFAC’s Specially Designated Nationals and Blocked Persons List or an equivalent list relating to Sanctions, and the Issuer will not directly or indirectly use the proceeds from any offering of Notes hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any Sanctions. 17.10 Anti-Boycott: The Sanctions-related representations and warranties are requested by Deutsche Bank only if and to the extent that they do not result in a violation of the Council Regulation (EC) No. 2271/96 of 22 November 1996, section 7 of the German Foreign Trade Ordinance (Außenwirtschaftsverordnung - AWV) or any other applicable anti-boycott or similar laws or regulations. 17.11 Blocking Laws: No provision of Clause 17.9 shall apply to any person if and to the extent that it is or would be unenforceable by or in respect of that person by reason of breach of any provision of Council Regulation (EC) No 2271/96 of 22 November 1996 (or any law or regulation implementing such Regulation in any member state of the European Union or the United Kingdom), or any applicable anti-boycott law or regulation applicable in the United Kingdom. 17.12 Know Your Customer: If (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement; or (ii) any change in the status of the Issuer or the composition of the shareholders of the Issuer after the date of this Agreement, obliges the Agents to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Issuer shall promptly upon the request of the Agents supply or procure the supply of such documentation and other evidence as is reasonably requested by the Agents in order for the Agents to carry out and be satisfied that it has complied with all necessary “know your customer” or similar checks under all applicable laws and regulations. 17.13 Data Protection: The parties acknowledge that, in connection with this Agreement, the Issuer may disclose to the Agents, and the Agents may further process, information relating 3210677818 19 to individuals (“Personal Data”) such as individuals associated with the Issuer. The parties confirm that in so doing they will each comply with any applicable Data Protection Laws and, that each is acting as an independent and separate Controller and that no party will place any other party in breach of applicable Data Protection Laws. In this Agreement, “Data Protections Laws” means any data protection or privacy laws and regulations, as amended or replaced from time to time, such as (i) the Data Protection Act 2018 and (ii) the General Data Protection Regulation ((EU) 2016/679) (“GDPR”) or the UK GDPR and any applicable implementing laws, regulations and secondary legislation, and (iii) any successor legislation to the Data Protection Act 2018 and the GDPR. The terms “Controller”, “Personal Data” and “Processing” shall have the meaning given in the Data Protections Protection Laws or, if none, the meaning of any equivalent concepts to those terms as they are defined in the GDPR. The Issuer acknowledges that the Agents will Process Personal Data from the Issuer in accordance with and for the purposes set out in any relevant Privacy Notice or Privacy Policy that it makes available to the Issuer from time to time, such as those at https://corporates.db.com/company/privacy-notice-corporate-bank. The Issuer will take reasonable steps to bring the content of any such notice to the attention of individuals whose data it discloses to the relevant Agent. 17.14 Illegality: Notwithstanding anything else herein contained, each Agent may refrain, without liability, from doing anything that would or might in its opinion be contrary to any law of any state or jurisdiction (including but not limited to the United States of America or any jurisdiction forming part of it, England and Wales and the Netherlands) or any directive or regulation of any agency of any such states or jurisdiction and may, without liability, do anything which is, in its opinion, necessary to comply with any such law, directive or regulation. The Agent shall forthwith notify the Issuer in writing if the Agent decides not to act on the basis of this Clause 17.14. 17.15 Assignment: None of the parties to this Agreement is permitted to assign or transfer any of its rights and obligations under this Agreement without the prior written consent of the other parties to this Agreement, provided however that the Agents may transfer its rights and obligations under this Agreement to any other member of the DB Group without such consent. For the purposes of this Clause 17.15, “DB Group” means Deutsche Bank AG and any of its associated companies, branches and subsidiary undertakings from time to time. 18 Authorised Signatories 18.1 The Issuer shall provide the Agent with a list of its Authorised Signatories on or prior to the execution of this Agreement. The Issuer undertakes to give the Agent at least 5 Business Days' notice in writing of any amendment to its authorised signatories. Any amendment of the authorised signatories shall take effect upon the expiry of 5 Business Days' notice (or such shorter period as agreed by the Agent in its absolute discretion). appointed. 18.2 The Issuer hereby authorises the Agent to rely upon and comply with instructions and directions sent by facsimile or e-mail attaching such Signed Instructions and directions signed manually or with electronic signatures (the “Signed Instructions”), by persons believed by the Agent to be authorised to give instructions and directions on behalf of the Issuer with respect to this Agreement. The Agent shall have no duty or obligation to verify or confirm that the person who sent such Signed Instructions is, in fact, a person authorised to give instructions and directions on behalf of the Issuer other than to confirm that the name on the Signed Instructions is a name on the list of authorised signatories as held at that time 3210677818 20 by the Agent; and the Agent shall have no liability for any damages, losses, liabilities, costs or expenses incurred or sustained by the Issuer as a result of such reliance upon or compliance with such Signed Instructions (or for failing to act where any instruction is not received by the Agent in readable form or the call-back procedure has not been completed). The Agent may, at its sole discretion and without any liability on its part for taking or failing to take such action, perform a call-back procedure with the Issuer to verify any Signed Instructions received by facsimile or email. The Issuer agrees to comply with the call-back procedure as notified, and as the same may be amended, by the Agent from time to time. The Agent will inform the Issuer as soon as practicable following the Agent’s determination that it will not act as a result of an unreadable instruction or the uncompleted call-back procedure. 18.3 The Issuer understands that facsimile and e-mail are not secure methods of communication, and that instructions may be intercepted, lost, destroyed, corrupted or delayed in transmission and that instructions in the Issuer name received by the Agent may not in fact have been sent by the Issuer or may have been forged or distorted. 18.4 The authorisation in this Clause 18 shall remain in full force and effect until cancelled, revoked or amended by written notice received by the Agent; and replaces and supersedes any previous authorisation from the Issuer to the Agent relating to the giving of Signed Instructions with respect to this Agreement and is in addition to all other authorisations given by the Issuer with respect to this Agreement. 18.5 The Issuer agrees to indemnify and hold harmless the Agent against any and all direct claims, damages, losses, liabilities, judgments, costs or expenses (including attorneys’ fees and expenses) (collectively, “Losses”) incurred or sustained by the Agent as a result of or in connection with the Agent’s reliance upon and compliance with Signed Instructions, provided, however, that such Losses have not arisen from the negligence, wilful default or fraud of the Agent. For the avoidance of doubt, the failure of the Agent to verify (other than to confirm that the name on the Signed Instructions is a name on the list of authorised signatories as maintained by the Agent) that the person sending the Signed Instructions is, in fact, the authorised person, does not constitute negligence or wilful default. The indemnities in this Clause 18.5 shall survive termination of this Agreement or the resignation or replacement of the Agent. 18.6 Notwithstanding any revocation, cancellation, or amendment of the authorisation in this Clause 18, any action taken by the Agent pursuant to this authorisation, prior to the Agent’s actual receipt of a notice of revocation, cancellation or amendment shall not be affected by such notice. The Agent shall not be obliged to make any payment or otherwise to act on any Signed Instruction notified to it under this Agreement if it is unable to verify any signature pursuant to any Signed Instruction against the specimen signature provided for the relevant Authorised Signatory. The Agent shall notify the Issuer of such an occurrence as soon as practicable upon determining it is unable to act upon, or verify any signature included in, any Signed Instruction. 19 Changes in Agents 19.1 Appointment and Termination: In relation to any Series of Notes, the Issuer may at any time appoint additional Paying Agents or Transfer Agents and/or terminate the appointment of any Agent by giving to the Fiscal Agent and that Agent at least 60 days’ notice to that effect, which notice shall expire at least 30 days before or after any due date for payment in respect of the Notes of that Series. Upon any letter of appointment being executed by or on 3210677818 21 behalf of the Issuer and any person appointed as an Agent, such person shall become a party to this Agreement as if originally named in it and shall act as such Agent in respect of that or those Series of Notes in respect of which it is appointed. 19.2 Resignation: In relation to any Series of Notes, any Agent may resign its appointment at any time by giving the Issuer and the Fiscal Agent at least 60 days’ notice to that effect, which notice shall expire at least 30 days before or after any due date for payment in respect of the Notes of that Series. For the avoidance of doubt, Section 7:408(2) of the Dutch Civil Code shall not apply. 19.3 Condition to Resignation and Termination: No such resignation or (subject to Clause 19.5) termination of the appointment of the Fiscal Agent, Transfer Agent, Registrar or Calculation Agent shall, however, take effect until a new Fiscal Agent (which shall be a bank or trust company) or, as the case may be, Transfer Agent, Registrar or Calculation Agent has been appointed and no resignation or termination of the appointment of a Paying Agent or Transfer Agent shall take effect if there would not then be Paying Agents or Transfer Agents as required by the Conditions. If the Issuer fails to appoint a successor, the Agent may, following consultation with the Issuer as is practicable in the circumstances, itself appoint as its successor any reputable and experienced financial institution do so after 30 days and give notice of such appointment to the Issuer, the remaining Agents and the Noteholders, and the successor Agent shall acquire and become subject to the same rights and obligations as if it had entered into an agreement in the form mutatis mutandis of this Agreement. 19.4 Change of Office: If an Agent changes the address of its specified office in a city it shall give the Issuer and the Fiscal Agent at least 60 days’ notice of the change, giving the new address and the date on which the change is to take effect. 19.5 Automatic Termination: The appointment of the Fiscal Agent shall forthwith terminate if the Fiscal Agent becomes incapable of acting, is adjudged bankrupt or insolvent, files a voluntary petition in bankruptcy, makes an assignment for the benefit of its creditors, consents to the appointment of a receiver, administrator or other similar official of all or a substantial part of its property or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof, or if a resolution is passed or an order made for the insolvency, winding-up or dissolution of the Fiscal Agent, a receiver, administrator or other similar official of the Fiscal Agent or all or a substantial part of its property is appointed, a court order is entered approving a petition filed by or against it under applicable bankruptcy or insolvency law, or a public officer takes charge or control of the Fiscal Agent or its property or affairs for the purpose of rehabilitation, conservation or liquidation. 19.6 Delivery of Records: If the Fiscal Agent or Registrar resigns or its appointment is terminated, the Fiscal Agent shall on the date on which the resignation or termination takes effect pay to the new Fiscal Agent any amount held by it for payment in respect of the Notes or Coupons and the Fiscal Agent or Registrar, as the case may be, shall deliver to the new Fiscal Agent or Registrar the records kept by it and all documents and forms held by it pursuant to this Agreement. 19.7 Successor Corporations: A corporation into which an Agent is merged or converted or with which it is consolidated or that results from a merger, conversion or consolidation to which it is a party shall, to the extent permitted by applicable law, be the successor Agent under this Agreement without further formality. The Agent concerned shall forthwith notify such an event to the other parties to this Agreement. --- ![Slide 7]() > **Source slide transcript** > > 3210677818 22 19.8 Notices: The Fiscal Agent, at the Issuer’s expense, shall give Noteholders at least 30 days’ notice of any proposed appointment, termination, resignation or change under Clauses 18.1 to 18.4 of which it is aware and, as soon as practicable, notice of any succession under Clause 19.7 of which it is aware. The Issuer shall give Noteholders, as soon as practicable, notice of any termination under Clause 19.5 of which it is aware. 20 Communications 20.1 Method: Each communication under this Agreement shall be made in English and by fax, electronic communication or otherwise in writing. Each communication or document to be delivered to any party under this Agreement shall be sent to that party at the fax number, electronic address or postal address and marked for the attention of the person (if any), from time to time designated by that party to the Fiscal Agent (or, in the case of the Fiscal Agent, by it to each other party) for the purpose of this Agreement. The initial telephone number, fax number, postal address, electronic address and person so designated are set out in the Procedures Memorandum. 20.2 Deemed Receipt: A communication shall be deemed received (if by fax) when the relevant delivery receipt is received by the sender, (if by telephone) when made and (if in writing) when delivered and (if by electronic communication) when the relevant receipt of such communication being read is given, or where no read receipt is requested by the sender, at the time of sending, provided that no delivery failure notification is received by the sender within 24 hours of sending such communication; provided that any communication that is received (or deemed to take effect in accordance with the foregoing) outside business hours or on a non-business day in the place of receipt shall be deemed to take effect at the opening of business on the next following business day in such place. Any communication delivered to any party under this Agreement which is to be sent by fax or electronic communication will be written legal evidence. 21 Notices 21.1 Publication: At the request and expense of the Issuer the Fiscal Agent shall arrange for the publication of all notices to Noteholders (other than those to be published by the Calculation Agent). Notices to Noteholders shall be published in accordance with the Conditions. 21.2 Notices from Noteholders: Each of the Fiscal Agent and the Registrar shall promptly forward to the Issuer any notice received by it from a Noteholder whether pursuant to Condition 10, whether electing to exchange a Global Note for Definitive Notes or otherwise. 22 Governing Law and Jurisdiction 22.1 Governing Law: This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by, and construed in accordance with, the laws of the Netherlands. 22.2 Submission to Jurisdiction: The courts of Amsterdam, The Netherlands are to have jurisdiction to settle any disputes that may arise out of or in connection with this Agreement and all agreements concluded under Clause 2 and accordingly any legal action or proceedings arising out of or in connection with this Agreement and all agreements concluded under Clause 2 (“Proceedings”) may be brought in such courts. The Issuer irrevocably submits to the jurisdiction of such courts and waives any objection to Proceedings in such courts on the ground of venue or on the ground that the Proceedings 3210677818 23 have been brought in an inconvenient forum. This Clause is for the benefit of each of the other parties to this Agreement and shall not affect the right of any of them to take Proceedings in any other court of competent jurisdiction of Member States in accordance with the Brussels Ia Regulation or of States that are parties to the Lugano II Convention nor shall the taking of Proceedings in one or more jurisdictions preclude any of them from taking Proceedings in any such jurisdictions (whether concurrently or not). In this Clause 22.2: “Brussels Ia Regulation” means Regulation (EU) No 1215/2012 of the European Parliament and of the Council of 12 December 2012 on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters, as amended; and “Lugano II Convention” means the Convention on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters, signed on 30 October 2007. (Remainder intentionally left blank) 3210677818 SIGNATURE PAGE TO THE FISCAL AGENCY AGREEMENT This Agreement has been entered into on the date stated at the beginning. JDE PEET'S N.V. By: /s/ Robbe Mertens_________ Name: Robbe Mertens 3210677818 SIGNATURE PAGE TO THE FISCAL AGENCY AGREEMENT DEUTSCHE BANK AG, LONDON BRANCH By: /s/ Paul Yetton_________ Name: Paul Yetton Title: Vice President By: /s/ Lauren Taylor_________ Name: Lauren Taylor Title: Vice President .......... --- ![Slide 8]() > **Source slide transcript** > > 3210677818 SIGNATURE PAGE TO THE FISCAL AGENCY AGREEMENT DEUTSCHE BANK LUXEMBOURG S.A. By: /s/ Paul Yetton_________ Name: Paul Yetton Title: Attorney By: /s/ Lauren Taylor_________ Name: Lauren Taylor Title: Attorney ·················· 3210677818 27 Schedule 1 Part A Form of CGN Temporary Global Note JDE PEET’S N.V. (a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands having its statutory seat (statutaire zetel) in Amsterdam, The Netherlands) Euro Medium Term Note Programme TEMPORARY GLOBAL NOTE Temporary Global Note No. [ > > - ] This temporary Global Note is issued in respect of the Notes (the “Notes”) of the Tranche and Series specified in Part A of the Second Schedule hereto of JDE Peet’s N.V. (the “Issuer”). Interpretation and Definitions References in this temporary Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the amended and restated Agency Agreement dated 15 May 2025 (as amended or supplemented as at the Issue Date, the “Agency Agreement”) between the Issuer, Deutsche Bank AG, London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this temporary Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Second Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this temporary Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. If Part A of the Second Schedule hereto specifies that the applicable TEFRA exemption is either “C Rules” or “not applicable”, this temporary Global Note is a “C Rules Note”, otherwise this temporary Global Note is a “D Rules Note”. Aggregate Nominal Amount The aggregate nominal amount from time to time of this temporary Global Note shall be an amount equal to the aggregate nominal amount of the Notes as shall be shown by the latest entry in the fourth column of Part I of the First Schedule hereto, which shall be completed by or on behalf of the Fiscal Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of this temporary Global Note for a corresponding interest in a permanent Global Note or for Definitive Notes, (iii) the redemption or purchase and cancellation of Notes represented hereby and/or (iv) the exchange of interests in this temporary Global Note for direct enforcement rights, all as described below. Promise to Pay Subject as provided herein, the Issuer, for value received, promises to pay to the bearer of this temporary Global Note, upon presentation and (when no further payment is due in respect of this temporary Global Note) surrender of this temporary Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become payable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by this temporary Global Note and (unless this temporary Global Note does not bear interest) to pay interest in respect of the Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the method of calculation provided for in the Conditions, save that the calculation 3210677818 28 is made in respect of the total aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions. Exchange On or after the first day following the expiry of 40 days after the Issue Date (the “Exchange Date”), this temporary Global Note may be exchanged (free of charge to the holder) in whole or (in the case of a D Rules Note only) from time to time in part by its presentation and, on exchange in full, surrender to or to the order of the Fiscal Agent for interests in a permanent Global Note or, if so specified in Part A of the Second Schedule hereto, for Definitive Notes in an aggregate nominal amount equal to the nominal amount of this temporary Global Note submitted for exchange; provided that, in the case of any part of a D Rules Note submitted for exchange for a permanent Global Note or Definitive Notes, there shall have been Certification with respect to such nominal amount submitted for such exchange dated no earlier than the Exchange Date. “Certification” means the presentation to the Fiscal Agent of a certificate or certificates with respect to one or more interests in this temporary Global Note, signed by Euroclear or Clearstream, Luxembourg, substantially to the effect set out in Schedule 8 to the Agency Agreement to the effect that it has received a certificate or certificates substantially to the effect set out in Schedule 8 to the Agency Agreement with respect thereto and that no contrary advice as to the contents thereof has been received by Euroclear or Clearstream, Luxembourg, as the case may be. Upon the whole or a part of this temporary Global Note being exchanged for a permanent Global Note, such permanent Global Note shall be exchangeable in accordance with its terms for Definitive Notes. The Definitive Notes for which this temporary Global Note or a permanent Global Note may be exchangeable shall be duly executed and authenticated, shall, in the case of Definitive Notes, have attached to them all Coupons (and, where appropriate, Talons) in respect of interest that have not already been paid on this temporary Global Note or the permanent Global Note, as the case may be, shall be security printed and shall be substantially in the form set out in the Schedules to the Agency Agreement as supplemented and/or modified and/or superseded by the terms of the Second Schedule hereto. On exchange in full and surrender of this temporary Global Note for Definitive Notes, the Issuer shall, if the holder so requests, procure that it is cancelled and returned to the holder together with the relevant Definitive Notes. On any exchange of a part of this temporary Global Note for an equivalent interest in a permanent Global Note or for Definitive Notes, as the case may be, the portion of the nominal amount hereof so exchanged shall be endorsed by or on behalf of the Fiscal Agent in Part I of the First Schedule hereto, whereupon the nominal amount hereof shall be reduced for all purposes by the amount so exchanged and endorsed. If, for any actual or alleged reason that would not have been applicable had there been no exchange of this temporary Global Note (or part of this temporary Global Note) or in any other circumstances whatsoever, the Issuer does not perform or comply with any one or more of what are expressed to be its obligations under any Definitive Notes, then any right or remedy relating in any way to the obligation(s) in question may be exercised or pursued on the basis of this temporary Global Note despite its stated cancellation after its exchange in full, as an alternative, or in addition, to the Definitive Notes (or the Coupons or Talons appertaining to them as appropriate). With this exception, upon exchange in full and cancellation of this temporary Global Note for Definitive Notes, this temporary Global Note shall become void. 3210677818 29 Benefit of Conditions Except as otherwise specified herein, this temporary Global Note is subject to the Conditions and, until the whole of this temporary Global Note is exchanged for equivalent interests in a permanent Global Note or for Definitive Notes, the holder of this temporary Global Note shall in all respects be entitled to the same benefits as if it were the holder of the permanent Global Note (or the relevant part of it) or the Definitive Notes, as the case may be, for which it may be exchanged as if such permanent Global Note or Definitive Notes had been issued on the Issue Date. Payments No person shall be entitled to receive any payment in respect of the Notes represented by this temporary Global Note that falls due on or after the Exchange Date unless, upon due presentation of this temporary Global Note for exchange, delivery of (or, in the case of a subsequent exchange, due endorsement of) a permanent Global Note or delivery of Definitive Notes, as the case may be, is improperly withheld or refused by or on behalf of the Issuer. Payments due in respect of a D Rules Note before the Exchange Date shall only be made in relation to such nominal amount of this temporary Global Note with respect to which there shall have been Certification dated no earlier than such due date for payment. Any payments that are made in respect of this temporary Global Note shall be made to its holder against presentation and (if no further payment falls to be made on it) surrender of it at the specified office of the Fiscal Agent or of any other Paying Agent provided for in the Conditions. If any payment in full of principal is made in respect of any Note represented by this temporary Global Note, the portion of this temporary Global Note representing such Note shall be cancelled and the amount so cancelled shall be endorsed by or on behalf of the Fiscal Agent in Part I of the First Schedule hereto (such endorsement being prima facie evidence that the payment in question has been made) whereupon the nominal amount hereof shall be reduced for all purposes by the amount so cancelled and endorsed. If any other payments are made in respect of the Notes represented by this temporary Global Note, a record of each such payment shall be endorsed by or on behalf of the Fiscal Agent on an additional schedule hereto (such endorsement being prima facie evidence that the payment in question has been made). For the purposes of any payments made in respect of this temporary Global Note, the words “in the relevant place of presentation” shall not apply in the definition of “business day” in Condition 7(h) (Non-Business Days). Cancellation Cancellation of any Note represented by this temporary Global Note that is required by the Conditions to be cancelled (other than upon its redemption) shall be effected by reduction in the nominal amount of this temporary Global Note representing such Note on its presentation to or to the order of the Fiscal Agent for endorsement in Part I of the First Schedule hereto, whereupon the nominal amount hereof shall be reduced for all purposes by the amount so cancelled and endorsed. Events of Default The holder hereof may from time to time exercise the right to declare Notes represented by this temporary Global Note due and payable following an Event of Default in accordance with the Conditions by stating in a notice given to the Fiscal Agent the nominal amount of Notes (which may be less than the outstanding nominal amount hereof) to which such notice relates. In the event that the Notes represented by this temporary Global Note (or any part hereof) have become due and payable and payment in full of the amount due has not been made to the bearer or has become exchangeable and exchange in full has not been effected, in each case in --- ![Slide 9]() > **Source slide transcript** > > 3210677818 30 accordance with the foregoing, then, unless within the period of 15 (fifteen) days commencing on the relevant due date payment in full of the amount due in respect of this temporary Global Note is received by the bearer or this temporary Global Note is duly exchanged in full for Definitive Notes, in each case in accordance with the foregoing, at 5.00 p.m. (CET) on such fifteenth day (the “Relevant Time”) this temporary Global Note (including the obligation hereunder to issue Definitive Notes) will become void and the bearer will have no further rights under this temporary Global Note but each Relevant Account Holder shall automatically acquire, without the need for any further action on behalf of any person, against the Issuer all those rights (“Direct Rights”) which such Relevant Account Holder would have had if at the Relevant Time it held and owned duly executed and authenticated Definitive Notes and (if applicable) Coupons and/or Talons in respect of each underlying Note represented by such temporary Global Note which such Relevant Account Holder has credited to its securities account with the Relevant Clearing System at the Relevant Time. The Issuer’s obligation pursuant to this paragraph shall be a separate and independent obligation by reference to each relevant underlying Note and the Issuer agrees that a Relevant Account Holder may assign its rights hereunder in whole or in part. “Relevant Account Holder” means any account holder with the Relevant Clearing System which has underlying Notes credited to its securities account at the Relevant Time. "Relevant Clearing System" means, as applicable, Euroclear, Clearstream, Luxembourg and/or any other additional clearing system or systems specified in the applicable Pricing Supplement (but does not include Euroclear Netherlands whether or not so specified). No such election may however be made on or before the Exchange Date unless the holder elects in such notice that the exchange for such Notes shall no longer take place. Notices Notices required to be given in respect of the Notes represented by this temporary Global Note may be given by their being delivered (so long as this temporary Global Note is held on behalf of Euroclear and Clearstream, Luxembourg or any other clearing system) to Euroclear, Clearstream, Luxembourg or such other clearing system, as the case may be, or otherwise to the holder of this temporary Global Note, rather than by publication as required by the Conditions, except that, so long as the Notes are listed and/or admitted to trading, notices required to be given to the holders pursuant to the Conditions shall also be published (if such publication is required) in a manner which complies with the rules and regulations of any stock exchange or other relevant authority on which the Notes are listed/and or admitted to trading. No provision of this temporary Global Note shall alter or impair the obligation of the Issuer to pay the principal and premium of and interest on the Notes when due in accordance with the Conditions. This temporary Global Note shall not be valid or become obligatory for any purpose until authenticated by or on behalf of the Fiscal Agent. This temporary Global Note and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with Dutch law. Articles 229(e) to 229(k) of The Netherlands Commercial Code (Wetboek van Koophandel) do not apply to this Global Note. 3210677818 SIGNATURE PAGE TO THE CGN TEMPORARY GLOBAL NOTE In witness whereof the Issuer has caused this temporary Global Note to be duly signed on its behalf. Dated as of the Issue Date. JDE PEET’S N.V. By: Name: Certificate of Authentication This temporary Global Note is authenticated by or on behalf of the Fiscal Agent. DEUTSCHE BANK AG, LONDON BRANCH as Fiscal Agent By: Name: Authorised Signatory For the purposes of authentication only. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. 3210677818 32 The First Schedule Part I Nominal Amount of Notes Represented by this Temporary Global Note The following (i) issue of Notes initially represented by this temporary Global Note, (ii) exchanges of the whole or a part of this temporary Global Note for interests in a permanent Global Note, for Definitive Notes or for Direct Rights and/or (iii) cancellations or forfeitures of interests in this temporary Global Note have been made, resulting in the nominal amount of this temporary Global Note specified in the latest entry in the fourth column below: Date Amount of decrease in nominal amount of this temporary Global Note Reason for decrease in nominal amount of this temporary Global Note (exchange, cancellation or forfeiture) Nominal amount of this temporary Global Note on issue or following such decrease Notation made by or on behalf of the Fiscal Agent Issue Date Not applicable Not applicable 3210677818 33 Part II Direct Rights The nominal amount of Notes in respect of which Direct Rights have arisen is shown by the latest entry in the third column below: Date Amount of decrease in nominal amount of Notes in respect of which Direct Rights have arisen Initial nominal amount and nominal amount following such increase Notation by or on behalf of the Fiscal Agent (other than in respect of initial nominal amount) Issue Date Not applicable Zero Not applicable --- ![Slide 10]() > **Source slide transcript** > > 3210677818 34 The Second Schedule [INSERT THE PROVISIONS OF THE RELEVANT FINAL TERMS THAT RELATE TO THE CONDITIONS OR THE GLOBAL NOTES AS THE SECOND SCHEDULE] 3210677818 35 Schedule 1 Part B Form of CGN Permanent Global Note JDE PEET’S N.V. (a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands having its statutory seat (statutaire zetel) in Amsterdam, The Netherlands) Euro Medium Term Note Programme PERMANENT GLOBAL NOTE Permanent Global Note No. [ > > - ] This permanent Global Note is issued in respect of the Notes (the “Notes”) of the Tranche(s) and Series specified in Part A of the Third Schedule hereto of JDE Peet’s N.V. (the “Issuer”). Interpretation and Definitions References in this permanent Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the amended and restated Agency Agreement dated 15 May 2025 (as amended or supplemented as at the Issue Date, the “Agency Agreement”) between the Issuer, Deutsche Bank AG, London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this permanent Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Third Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this permanent Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. Aggregate Nominal Amount The aggregate nominal amount from time to time of this permanent Global Note shall be an amount equal to the aggregate nominal amount of the Notes as shall be shown by the latest entry in the fourth column of Part I of the First Schedule hereto, which shall be completed by or on behalf of the Fiscal Agent upon (i) the exchange of the whole or a part of the temporary Global Note initially representing the Notes for a corresponding interest herein (in the case of Notes represented by a temporary Global Note upon issue), (ii) the issue of the Notes represented hereby (in the case of Notes represented by this permanent Global Note upon issue), (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this permanent Global Note for Definitive Notes, (iv) the redemption or purchase and cancellation of Notes represented hereby and/or (v) the exchange of interests in this permanent Global Note for direct enforcement rights, all as described below. Promise to Pay Subject as provided herein, the Issuer, for value received, promises to pay to the bearer of this permanent Global Note, upon presentation and (when no further payment is due in respect of this permanent Global Note) surrender of this permanent Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by this permanent Global Note and (unless this permanent Global Note does not bear interest) to pay interest in respect of the Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the method of calculation provided for in the Conditions, save that the calculation 3210677818 36 is made in respect of the total aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions. Exchange This permanent Global Note is exchangeable (free of charge to the holder) on or after the Exchange Date in whole but not, except as provided in the next paragraph, in part for the Definitive Notes (1) if this permanent Global Note is held on behalf of Euroclear or Clearstream, Luxembourg or any other clearing system (an “Alternative Clearing System”) and any such clearing system is closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or announces an intention permanently to cease business or does in fact do so or (2) if principal in respect of any Notes is not paid when due, by the holder giving notice to the Fiscal Agent of its election for such exchange. This permanent Global Note is exchangeable in part (provided, however, that if this permanent Global Note is held by or on behalf of Euroclear, Clearstream, Luxembourg and/or an Alternative Clearing System, Euroclear, Clearstream, Luxembourg and/or such Alternative Clearing System, as the case may be, so permit) if principal in respect of any Notes is not paid when due. “Exchange Date” means a day falling not less than 60 days or in the case of exchange following failure to pay principal in respect of any Notes when due 30 days, after that on which the notice requiring exchange is given and on which banks are open for business in the city in which the specified office of the Fiscal Agent is located and, except in the case of exchange pursuant to (1) above, in the cities in which Euroclear and Clearstream, Luxembourg or, if relevant, the Alternative Clearing System, are located. Any such exchange may be effected on or after an Exchange Date by the holder of this permanent Global Note surrendering this permanent Global Note or, in the case of a partial exchange, presenting it for endorsement to or to the order of the Fiscal Agent. In exchange for this permanent Global Note, or part thereof to be exchanged, the Issuer shall deliver, or procure the delivery of, duly executed and authenticated Definitive Notes in an aggregate nominal amount equal to the nominal amount of this permanent Global Note submitted for exchange (if appropriate, having attached to them all Coupons (and, where appropriate, Talons) in respect of interest that have not already been paid on this permanent Global Note), security printed and substantially in the form set out in the Schedules to the Agency Agreement as supplemented and/or modified and/or superseded by the terms of the Third Schedule hereto. On exchange in full and surrender of this permanent Global Note, the Issuer shall, if the holder so requests, procure that it is cancelled and returned to the holder together with the relevant Definitive Notes. On any exchange of a part of this permanent Global Note the portion of the nominal amount hereof so exchanged shall be endorsed by or on behalf of the Fiscal Agent in Part I of the First Schedule hereto, whereupon the nominal amount hereof shall be reduced for all purposes by the amount so exchanged and endorsed. If, for any actual or alleged reason that would not have been applicable had there been no exchange of this permanent Global Note (or part of this permanent Global Note) or in any other circumstances whatsoever, the Issuer does not perform or comply with any one or more of what are expressed to be its obligations under any Definitive Notes, then any right or remedy relating in any way to the obligation(s) in question may be exercised or pursued on the basis of this permanent Global Note despite its stated cancellation after its exchange in full, as an alternative, or in addition, to the Definitive Notes (or the Coupons or Talons appertaining to them as appropriate). With this exception, 3210677818 37 upon exchange in full and cancellation of this permanent Global Note for Definitive Notes, this permanent Global Note shall become void. Benefit of Conditions Except as otherwise specified herein, this permanent Global Note is subject to the Conditions and, until the whole of this permanent Global Note is exchanged for Definitive Notes, the holder of this permanent Global Note shall in all respects be entitled to the same benefits as if it were the holder of the Definitive Notes for which it may be exchanged and as if such Definitive Notes had been issued on the Issue Date. Payments No person shall be entitled to receive any payment in respect of the Notes represented by this permanent Global Note that falls due after an Exchange Date for such Notes, unless upon due presentation of this permanent Global Note for exchange, delivery of Definitive Notes is improperly withheld or refused by or on behalf of the Issuer or the Issuer does not perform or comply with any one or more of what are expressed to be its obligations under any Definitive Notes. Payments in respect of this permanent Global Note shall be made to its holder against presentation and (if no further payment falls to be made on it) surrender of it at the specified office of the Fiscal Agent or of any other Paying Agent provided for in the Conditions. A record of each such payment shall be endorsed on the First or Second Schedule hereto, as appropriate, by the Fiscal Agent or by the relevant Paying Agent, for and on behalf of the Fiscal Agent, which endorsement shall (until the contrary is proved) be prima facie evidence that the payment in question has been made. For the purposes of any payments made in respect of this permanent Global Note, the words “in the relevant place of presentation” shall not apply in the definition of “business day” in Condition 7(h) (Non-Business Days). Prescription Claims in respect of principal and interest (as each is defined in the Conditions) in respect of this permanent Global Note shall become void unless it is presented for payment within a period of 10 years (in the case of principal) and five years (in the case of interest) from the appropriate Relevant Date. Meetings For the purposes of any meeting of Noteholders, the holder of this permanent Global Note shall (unless this permanent Global Note represents only one Note) be treated as two persons for the purposes of any quorum requirements of a meeting of Noteholders and, at any such meeting, as having one vote in respect of each integral currency unit of the Specified Currency of the Notes. Cancellation Cancellation of any Note represented by this permanent Global Note that is required by the Conditions to be cancelled (other than upon its redemption) shall be effected by reduction in the nominal amount of this permanent Global Note representing such Note on its presentation to or to the order of the Fiscal Agent for endorsement in Part I of the First Schedule hereto, whereupon the nominal amount hereof shall be reduced for all purposes by the amount so cancelled and endorsed. Purchase Notes may only be purchased by the Issuer or any of its Subsidiaries if they are purchased together with the right to receive all future payments of interest (if any) thereon. --- ![Slide 11]() > **Source slide transcript** > > 3210677818 38 Issuer’s Options Any option of the Issuer provided for in the Conditions shall be exercised by the Issuer giving notice to the Noteholders within the time limits set out in and containing the information required by the Conditions, except that the notice shall not be required to contain the serial numbers of Notes drawn in the case of a partial exercise of an option and accordingly no drawing of Notes shall be required. Noteholders’ Options Any option of the Noteholders provided for in the Conditions may be exercised by the holder of this permanent Global Note giving notice to the Issuer or the Fiscal Agent, as provided for in the Condiitons, within the time limits relating to the deposit of Notes with a Paying Agent set out in the Conditions substantially in the form of the relevant notice available from any Paying Agent, except that the notice shall not be required to contain the certificate numbers of the Notes in respect of which the option has been exercised, and stating the nominal amount of Notes in respect of which the option is exercised and at the same time presenting this permanent Global Note to the Fiscal Agent, or to a Paying Agent acting on behalf of the Fiscal Agent, for notation accordingly in the Fourth Schedule hereto. Events of Default The holder hereof may from time to time exercise the right to declare Notes represented by this permanent Global Note due and payable following an Event of Default in accordance with the Conditions by stating in a notice given to the Fiscal Agent the nominal amount of Notes (which may be less than the outstanding nominal amount hereof) to which such notice relates. In the event that the Notes represented by this permanent Global Note (or any part hereof) have become due and payable and payment in full of the amount due has not been made to the bearer or has become exchangeable and exchange in full has not been effected, in each case in accordance with the foregoing, then, unless within the period of 15 (fifteen) days commencing on the relevant due date payment in full of the amount due in respect of this Global Note is received by the bearer or this permanent Global Note is duly exchanged in full for Definitive Notes, in each case in accordance with the foregoing, at 5.00 p.m. (CET) on such fifteenth day (the “Relevant Time”) this permanent Global Note (including the obligation hereunder to issue Definitive Notes) will become void and the bearer will have no further rights under this permanent Global Note but each Relevant Account Holder shall automatically acquire, without the need for any further action on behalf of any person, against the Issuer all those rights (“Direct Rights”) which such Relevant Account Holder would have had if at the Relevant Time it held and owned duly executed and authenticated Definitive Notes and (if applicable) Coupons and/or Talons in respect of each underlying Note represented by such permanent Global Note which such Relevant Account Holder has credited to its securities account with the Relevant Clearing System at the Relevant Time. The Issuer’s obligation pursuant to this paragraph shall be a separate and independent obligation by reference to each relevant underlying Note and the Issuer agrees that a Relevant Account Holder may assign its rights hereunder in whole or in part. “Relevant Account Holder” means any account holder with the Relevant Clearing System which has underlying Notes credited to its securities account at the Relevant Time. "Relevant Clearing System" means, as applicable, Euroclear, Clearstream, Luxembourg and/or any other additional clearing system or systems specified in the applicable Pricing Supplement (but does not include Euroclear Netherlands whether or not so specified). No such election may however be made on or before an Exchange Date unless the holder elects in such notice that the exchange for such Notes shall no longer take place. 3210677818 39 Notices Notices required to be given in respect of the Notes represented by this permanent Global Note may be given by their being delivered (so long as this permanent Global Note is held on behalf of Euroclear, Clearstream, Luxembourg or any other clearing system) to Euroclear, Clearstream, Luxembourg or such other clearing system, as the case may be, or otherwise to the holder of this permanent Global Note, rather than by publication as required by the Conditions, except that, so long as the Notes are listed and/or admitted to trading, notices required to be given to the holders pursuant to the Conditions shall also be published (if such publication is required) in a manner which complies with the rules and regulations of any stock exchange or other relevant authority on which the Notes are listed/and or admitted to trading. Negotiability This permanent Global Note is a bearer document and negotiable and accordingly: 1 is freely transferable by delivery and such transfer shall operate to confer upon the transferee all rights and benefits appertaining hereto and to bind the transferee with all obligations appertaining hereto pursuant to the Conditions 2 the holder of this permanent Global Note is and shall be absolutely entitled as against all previous holders to receive all amounts by way of amounts payable upon redemption, interest or otherwise payable in respect of this permanent Global Note and the Issuer has waived against such holder and any previous holder of this permanent Global Note all rights of set-off or counterclaim that would or might otherwise be available to it in respect of the obligations evidenced by this Global Note and 3 payment upon due presentation of this permanent Global Note as provided herein shall operate as a good discharge against such holder and all previous holders of this permanent Global Note. No provisions of this permanent Global Note shall alter or impair the obligation of the Issuer to pay the principal and premium of and interest on the Notes when due in accordance with the Conditions. This permanent Global Note shall not be valid or become obligatory for any purpose until authenticated by or on behalf of the Fiscal Agent. This permanent Global Note and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with Dutch law. Articles 229(e) to 229(k) of The Netherlands Commercial Code (Wetboek van Koophandel) do not apply to this Global Note. 3210677818 SIGNATURE PAGE TO THE CGN PERMANENT GLOBAL NOTE In witness whereof the Issuer has caused this permanent Global Note to be duly signed on its behalf. Dated as of the Issue Date. JDE PEET’S N.V. By: Name: Certificate of Authentication This permanent Global Note is authenticated by or on behalf of the Fiscal Agent. DEUTSCHE BANK AG, LONDON BRANCH as Fiscal Agent By: Name: Authorised Signatory For the purposes of authentication only. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. 3210677818 41 The First Schedule Part I Nominal Amount of Notes Represented by this Permanent Global Note The following (i) issues of Notes initially represented by this permanent Global Note, (ii) exchanges of interests in a temporary Global Note for interests in this permanent Global Note, (iii) exchanges of the whole or a part of this permanent Global Note for Definitive Notes or for Direct Rights, (iv) cancellations or forfeitures of interests in this permanent Global Note and/or (v) payments of amounts payable upon redemption in respect of this permanent Global Note have been made, resulting in the nominal amount of this permanent Global Note specified in the latest entry in the fourth column: Date Amount of increase/decrease in nominal amount of this permanent Global Note Reason for increase/decrease in nominal amount of this permanent Global Note (initial issue, exchange, cancellation, forfeiture or payment, stating amount of payment made) Nominal Amount of this permanent Global Note following such increase/decrease Notation made by or on behalf of the Fiscal Agent --- ![Slide 12]() > **Source slide transcript** > > 3210677818 42 Part II Direct Rights The nominal amount of Notes in respect of which Direct Rights have arisen is shown by the latest entry in the third column below: Date Amount of increase in nominal amount of Notes in respect of which Direct Rights have arisen Initial nominal amount and nominal amount following such increase Notation by or on behalf of the Fiscal Agent (other than in respect of initial nominal amount) Issue Date Not applicable zero Not applicable 3210677818 43 The Second Schedule Payments of Interest The following payments of interest or Interest Amount in respect of this Permanent Global Note have been made: Due date of payment Date of payment Amount of interest Notation made by or on behalf of the Fiscal Agent 3210677818 44 The Third Schedule [INSERT THE PROVISIONS OF THE RELEVANT FINAL TERMS THAT RELATE TO THE CONDITIONS OR THE GLOBAL NOTES AS THE THIRD SCHEDULE] 3210677818 45 The Fourth Schedule Exercise of Noteholders’ Option The following exercises of the option of the Noteholders provided for in the Conditions have been made in respect of the stated nominal amount of this permanent Global Note: Date of exercise Nominal Amount of this permanent Global Note in respect of which exercise is made Date on which exercise of such option is effective Notation made by or on behalf of the Fiscal Agent --- ![Slide 13]() > **Source slide transcript** > > 3210677818 46 Schedule 1 Part C Form of NGN Temporary Global Note JDE PEET’S N.V. (a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands having its statutory seat (statutaire zetel) in Amsterdam, The Netherlands) Euro Medium Term Note Programme TEMPORARY GLOBAL NOTE Temporary Global Note No. [ > > - ] This temporary Global Note is issued in respect of the Notes (the “Notes”) of the Tranche and Series specified in Part A of the Schedule hereto of JDE Peet’s N.V. (the “Issuer”). Interpretation and Definitions References in this temporary Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the amended and restated Agency Agreement dated 15 May 2025 (as amended or supplemented as at the Issue Date, the “Agency Agreement”) between the Issuer, Deutsche Bank AG, London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this temporary Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this temporary Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. If the Second Schedule hereto specifies that the applicable TEFRA exemption is either “C Rules” or “not applicable”, this temporary Global Note is a “C Rules Note”, otherwise this temporary Global Note is a “D Rules Note”. Aggregate Nominal Amount The aggregate nominal amount from time to time of this temporary Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered in the records of both Euroclear and Clearstream, Luxembourg (together the “relevant Clearing Systems”), which shall be completed and/or amended, as the case may be, upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of this temporary Global Note for a corresponding interest recorded in the records of the relevant Clearing Systems in a permanent Global Note or for Definitive Notes, (iii) the redemption or purchase and cancellation of Notes represented hereby (iv) the exchange of interests in this temporary Global Note for direct enforcement rights, all as described below. The records of the relevant Clearing Systems (which expression in this temporary Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this temporary Global Note and, for these purposes, a statement issued by a relevant Clearing System (which statement shall be made available to the bearer upon request) stating the nominal amount of Notes represented by the temporary Global Note at any time shall be conclusive evidence of the records of the relevant Clearing Systems at that time. Promise to Pay Subject as provided herein, the Issuer, for value received, promises to pay to the bearer of this temporary Global Note, upon presentation and (when no further payment is due in respect of this 3210677818 47 temporary Global Note) surrender of this temporary Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become payable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by this temporary Global Note and (unless this temporary Global Note does not bear interest) to pay interest in respect of the Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the method of calculation provided for in the Conditions, save that the calculation is made in respect of the total aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions. Exchange Subject as provided in the Conditions applicable to Partly-paid Notes, on or after the first day following the expiry of 40 days after the Issue Date (the “Exchange Date”), this temporary Global Note may be exchanged (free of charge to the holder) in whole or (in the case of a D Rules Note only) from time to time in part by its presentation and, on exchange in full, surrender to or to the order of the Fiscal Agent for interests recorded in the records of the relevant Clearing Systems in a permanent Global Note or, if so specified in Part A of the Schedule hereto, for Definitive Notes in an aggregate nominal amount equal to the nominal amount of this temporary Global Note submitted for exchange; provided that, in the case of any part of a D Rules Note submitted for exchange for interests recorded in the records of the relevant Clearing Systems in a permanent Global Note or Definitive Notes, there shall have been Certification with respect to such nominal amount submitted for such exchange dated no earlier than the Exchange Date. “Certification” means the presentation to the Fiscal Agent of a certificate or certificates with respect to one or more interests in this temporary Global Note, signed by Euroclear or Clearstream, Luxembourg, substantially to the effect set out in Schedule 8 to the Agency Agreement to the effect that it has received a certificate or certificates substantially to the effect set out in Schedule 8 to the Agency Agreement with respect thereto and that no contrary advice as to the contents thereof has been received by Euroclear or Clearstream, Luxembourg, as the case may be. Upon the whole or a part of this temporary Global Note being exchanged for a permanent Global Note, such permanent Global Note shall be exchangeable in accordance with its terms for Definitive Notes. The Definitive Notes for which this temporary Global Note or a permanent Global Note may be exchangeable shall be duly executed and authenticated, shall, in the case of Definitive Notes, have attached to them all Coupons (and, where appropriate, Talons) in respect of interest that have not already been paid on this temporary Global Note or the permanent Global Note, as the case may be, shall be security printed and shall be substantially in the form set out in the Schedules to the Agency Agreement as supplemented and/or modified and/or superseded by the terms of Part A of the Schedule hereto. On exchange in full and surrender of this temporary Global Note for Definitive Notes, the Issuer shall, if the holder so requests, procure that it is cancelled and returned to the holder together with the relevant Definitive Notes and procure that such exchange and cancellation shall be recorded in the records of the relevant Clearing Systems. On any exchange of a part of this temporary Global Note for an equivalent interest in a permanent Global Note or for Definitive Notes, as the case may be, the Issuer shall procure that details of the portion of the nominal amount hereof so exchanged shall be entered pro rata in the records of the relevant Clearing Systems and upon any such entry being made, the nominal amount of the Notes recorded in the records of the relevant Clearing 3210677818 48 Systems and represented by this temporary Global Note shall be reduced by an amount equal to such portion so exchanged. If, for any actual or alleged reason that would not have been applicable had there been no exchange of this temporary Global Note (or part of this temporary Global Note) or in any other circumstances whatsoever, the Issuer does not perform or comply with any one or more of what are expressed to be its obligations under any Definitive Notes, then any right or remedy relating in any way to the obligation(s) in question may be exercised or pursued on the basis of this temporary Global Note despite its stated cancellation after its exchange in full, as an alternative, or in addition, to the Definitive Notes (or the Coupons or Talons appertaining to them as appropriate). With this exception, upon exchange in full and cancellation of this temporary Global Note for Definitive Notes, this temporary Global Note shall become void. Benefit of Conditions Except as otherwise specified herein, this temporary Global Note is subject to the Conditions and, until the whole of this temporary Global Note is exchanged for equivalent interests in a permanent Global Note or for Definitive Notes, the holder of this temporary Global Note shall in all respects be entitled to the same benefits as if it were the holder of the permanent Global Note (or the relevant part of it) or the Definitive Notes, as the case may be, for which it may be exchanged as if such permanent Global Note or Definitive Notes had been issued on the Issue Date. Payments No person shall be entitled to receive any payment in respect of the Notes represented by this temporary Global Note that falls due on or after the Exchange Date unless, upon due presentation of this temporary Global Note for exchange, delivery of (or, in the case of a subsequent exchange, a corresponding entry being recorded in the records of the relevant Clearing Systems) a permanent Global Note or delivery of Definitive Notes, as the case may be, is improperly withheld or refused by or on behalf of the Issuer. Payments due in respect of a D Rules Note before the Exchange Date shall only be made in relation to such nominal amount of this temporary Global Note with respect to which there shall have been Certification dated no earlier than such due date for payment. Any payments that are made in respect of this temporary Global Note shall be made to its holder against presentation and (if no further payment falls to be made on it) surrender of it at the specified office of the Fiscal Agent or of any other Paying Agent provided for in the Conditions and each payment so made will discharge the Issuer’s obligations in respect thereof. Any failure to make the entries in the records of the relevant Clearing Systems referred to herein shall not affect such discharge. If any payment in full or in part of principal is made in respect of any Note represented by this temporary Global Note, the Issuer shall procure that details of such payment shall be entered pro rata in the records of the relevant Clearing Systems and, upon any such entry being made, the nominal amount of the Notes recorded in the records of the relevant Clearing Systems and represented by this temporary Global Note shall be reduced by the aggregate nominal amount of the Notes so redeemed. If any other payments are made in respect of the Notes represented by this temporary Global Note, the Issuer shall procure that a record of each such payment shall be entered pro rata in the records of the relevant Clearing Systems. For the purposes of any payments made in respect of this temporary Global Note, the words “in the relevant place of presentation” shall not apply in the definition of “business day” in Condition 7(h) (Non-Business Days). 3210677818 49 Cancellation On cancellation of any Note represented by this temporary Global Note that is required by the Conditions to be cancelled (other than upon its redemption), the Issuer shall procure that details of such cancellation shall be entered pro rata in the records of the relevant Clearing systems and, upon any such entry being made, the nominal amount of the Note recorded in the records of the relevant Clearing Systems and represented by this temporary Global Note shall be reduced by the aggregate nominal amount of the Notes so cancelled. Events of Default The holder hereof may from time to time exercise the right to declare Notes represented by this temporary Global Note due and payable following an Event of Default in accordance with the Conditions by stating in a notice given to the Fiscal Agent the nominal amount of Notes (which may be less than the outstanding nominal amount hereof) to which such notice relates. In the event that the Notes represented by this temporary Global Note (or any part hereof) have become due and payable and payment in full of the amount due has not been made to the bearer or has become exchangeable and exchange in full has not been effected, in each case in accordance with the foregoing, then, unless within the period of 15 (fifteen) days commencing on the relevant due date payment in full of the amount due in respect of this temporary Global Note is received by the bearer or this temporary Global Note is duly exchanged in full for Definitive Notes, in each case in accordance with the foregoing, at 5.00 p.m. (CET) on such fifteenth day (the “Relevant Time”) this temporary Global Note (including the obligation hereunder to issue Definitive Notes) will become void and the bearer will have no further rights under this temporary Global Note but each Relevant Account Holder shall automatically acquire, without the need for any further action on behalf of any person, against the Issuer all those rights (“Direct Rights”) which such Relevant Account Holder would have had if at the Relevant Time it held and owned duly executed and authenticated Definitive Notes and (if applicable) Coupons and/or Talons in respect of each underlying Note represented by such temporary Global Note which such Relevant Account Holder has credited to its securities account with the Relevant Clearing System at the Relevant Time. The Issuer’s obligation pursuant to this paragraph shall be a separate and independent obligation by reference to each relevant underlying Note and the Issuer agrees that a Relevant Account Holder may assign its rights hereunder in whole or in part. “Relevant Account Holder” means any account holder with the Relevant Clearing System which has underlying Notes credited to its securities account at the Relevant Time. "Relevant Clearing System" means, as applicable, Euroclear, Clearstream, Luxembourg and/or any other additional clearing system or systems specified in the applicable Pricing Supplement (but does not include Euroclear Netherlands whether or not so specified). No such election may however be made on or before the Exchange Date unless the holder elects in such notice that the exchange for such Notes shall no longer take place. Notices Notices required to be given in respect of the Notes represented by this temporary Global Note may be given by their being delivered (so long as this temporary Global Note is held on behalf of Euroclear and/or Clearstream, Luxembourg or any other permitted clearing system) to Euroclear, Clearstream, Luxembourg or such other permitted clearing system, as the case may be, or otherwise to the holder of this temporary Global Note, rather than by publication as required by the Conditions, except that, so long as the Notes are listed and/or admitted to trading, notices required to be given to the holders pursuant to the Conditions shall also be published (if such publication is required) in --- ![Slide 14]() > **Source slide transcript** > > 3210677818 50 a manner which complies with the rules and regulations of any stock exchange or other relevant authority on which the Notes are listed/and or admitted to trading. No provision of this temporary Global Note shall alter or impair the obligation of the Issuer to pay the principal and premium of and interest on the Notes when due in accordance with the Conditions. This temporary Global Note shall not be valid or become obligatory for any purpose until authenticated by or on behalf of the Fiscal Agent and effectuated by the entity appointed as Common Safekeeper by the relevant Clearing Systems. This temporary Global Note and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with Dutch law. Articles 229(e) to 229(k) of The Netherlands Commercial Code (Wetboek van Koophandel) do not apply to this Global Note. 3210677818 SIGNATURE PAGE TO THE NGN TEMPORARY GLOBAL NOTE In witness whereof the Issuer has caused this temporary Global Note to be duly signed on its behalf. Dated as of the Issue Date. JDE PEET’S N.V. By: Name: Certificate of Authentication This temporary Global Note is authenticated by or on behalf of the Fiscal Agent. DEUTSCHE BANK AG, LONDON BRANCH as Fiscal Agent By: Name: Authorised Signatory For the purposes of authentication only. Effectuation This temporary Global Note is effectuated by or on behalf of the Common Safekeeper. [COMMON SAFEKEEPER] as Common Safekeeper By: Authorised Signatory For the purposes of effectuation only. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. 3210677818 52 Schedule [INSERT THE PROVISIONS OF THE RELEVANT FINAL TERMS THAT RELATE TO THE CONDITIONS OR THE GLOBAL NOTES AS THE SCHEDULE] 3210677818 53 Schedule 1 Part D Form of NGN Permanent Global Note JDE PEET’S N.V. (a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands having its statutory seat (statutaire zetel) in Amsterdam, The Netherlands) Euro Medium Term Note Programme PERMANENT GLOBAL NOTE Permanent Global Note No. [ > > - ] This permanent Global Note is issued in respect of the Notes (the “Notes”) of the Tranche(s) and Series specified in Part A of the Schedule hereto of JDE Peet’s N.V. (the “Issuer”). Interpretation and Definitions References in this permanent Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the amended and restated Agency Agreement dated 15 May 2025 (as amended or supplemented as at the Issue Date, the “Agency Agreement”) between the Issuer, Deutsche Bank AG, London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this permanent Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this permanent Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. Aggregate Nominal Amount The aggregate nominal amount from time to time of this permanent Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered in the records of both Euroclear and Clearstream, Luxembourg (together, the “relevant Clearing Systems”), which shall be completed and/or amended as the case may be upon (i) the exchange of the whole or a part of the interests recorded in the records of the relevant Clearing Systems in the temporary Global Note initially representing the Notes for a corresponding interest herein (in the case of Notes represented by a temporary Global Note upon issue), (ii) the issue of the Notes represented hereby (in the case of Notes represented by this permanent Global Note upon issue), (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this permanent Global Note for Definitive Notes, (iv) the redemption or purchase and cancellation of Notes represented hereby and/or (v) the exchange of interests in this permanent Global Note for direct enforcement rights, all as described below. The records of the relevant Clearing Systems (which expression in this permanent Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this permanent Global Note and, for these purposes, a statement issued by a relevant Clearing Systems (which statement shall be made available to the bearer upon request) stating the nominal amount of Notes represented by this permanent Global Note at any time shall be conclusive evidence of the records of the relevant Clearing System at that time. --- ![Slide 15]() > **Source slide transcript** > > 3210677818 54 Promise to Pay Subject as provided herein, the Issuer, for value received, promises to pay to the bearer of this permanent Global Note, upon presentation and (when no further payment is due in respect of this permanent Global Note) surrender of this permanent Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by this permanent Global Note and (unless this permanent Global Note does not bear interest) to pay interest in respect of the Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the method of calculation provided for in the Conditions, save that the calculation is made in respect of the total aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions. Exchange This permanent Global Note is exchangeable (free of charge to the holder) on or after the Exchange Date in whole but not, except as provided in the next paragraph, in part for the Definitive Notes (1) if this permanent Global Note is held on behalf of Euroclear or Clearstream, Luxembourg or any other permitted clearing system (an “Alternative Clearing System”) and any such clearing system is closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or announces an intention permanently to cease business or does in fact do so or (2) if principal in respect of any Notes is not paid when due, by the holder giving notice to the Fiscal Agent of its election for such exchange. This permanent Global Note is exchangeable in part (provided, however, that if this permanent Global Note is held by or on behalf of Euroclear, Clearstream, Luxembourg and/or an Alternative Clearing System, Euroclear, Clearstream, Luxembourg and/or such Alternative Clearing System, as the case may be, so permit) if principal in respect of any Notes is not paid when due. “Exchange Date” means a day falling not less than 60 days, or in the case of exchange following failure to pay principal in respect of any Notes when due 30 days, after that on which the notice requiring exchange is given and on which banks are open for business in the city in which the specified office of the Fiscal Agent is located and, except in the case of exchange pursuant to (1) above, in the cities in which Euroclear and Clearstream, Luxembourg or, if relevant, the Alternative Clearing System, are located. Any such exchange may be effected on or after an Exchange Date by the holder of this permanent Global Note surrendering this permanent Global Note or, in the case of a partial exchange, presenting it to or to the order of the Fiscal Agent. In exchange for this permanent Global Note, or part thereof to be exchanged, the Issuer shall deliver, or procure the delivery of, duly executed and authenticated Definitive Notes in an aggregate nominal amount equal to the nominal amount of this permanent Global Note submitted for exchange (if appropriate, having attached to them all Coupons (and, where appropriate, Talons) in respect of interest that have not already been paid on this permanent Global Note), security printed and substantially in the form set out in the Schedules to the Agency Agreement as supplemented and/or modified and/or superseded by the terms of Part A of the Schedule hereto. On exchange in full and surrender of this permanent Global Note, the Issuer shall, if the holder so requests, procure that it is cancelled and returned to the holder together with the relevant Definitive Notes. On any exchange of a part of this permanent Global Note, the Issuer shall procure that the portion of the nominal amount hereof so exchanged shall be entered pro rata in the records of the 3210677818 55 relevant Clearing Systems and upon any such entry being made, the nominal amount of the Notes recorded in the records of the relevant Clearing Systems and represented by this permanent Global Note shall be reduced by an amount equal to such portion so exchanged. If, for any actual or alleged reason that would not have been applicable had there been no exchange of this permanent Global Note (or part of this permanent Global Note) or in any other circumstances whatsoever, the Issuer does not perform or comply with any one or more of what are expressed to be its obligations under any Definitive Notes, then any right or remedy relating in any way to the obligation(s) in question may be exercised or pursued on the basis of this permanent Global Note despite its stated cancellation after its exchange in full, as an alternative, or in addition, to the Definitive Notes (or the Coupons or Talons appertaining to them as appropriate). With this exception, upon exchange in full and cancellation of this permanent Global Note for Definitive Notes, this permanent Global Note shall become void. Benefit of Conditions Except as otherwise specified herein, this permanent Global Note is subject to the Conditions and, until the whole of this permanent Global Note is exchanged for Definitive Notes, the holder of this permanent Global Note shall in all respects be entitled to the same benefits as if it were the holder of the Definitive Notes for which it may be exchanged and as if such Definitive Notes had been issued on the Issue Date. Payments No person shall be entitled to receive any payment in respect of the Notes represented by this permanent Global Note that falls due after an Exchange Date for such Notes, unless upon due presentation of this permanent Global Note for exchange, delivery of Definitive Notes is improperly withheld or refused by or on behalf of the Issuer or the Issuer does not perform or comply with any one or more of what are expressed to be its obligations under any Definitive Notes. Payments in respect of this permanent Global Note shall be made to its holder against presentation and (if no further payment falls to be made on it) surrender of it at the specified office of the Fiscal Agent or of any other Paying Agent provided for in the Conditions and each payment so made will discharge the Issuer’s obligations in respect thereof. Any failure to make the entries in the records of the relevant Clearing Systems referred to herein shall not affect such discharge. The Issuer shall procure that details of each such payment shall be entered pro rata in the records of the relevant Clearing Systems and in the case of any payment of principal and upon any such entry being made, the nominal amount of the Notes recorded in the records of the relevant Clearing Systems and represented by this permanent Global Note shall be reduced by the aggregate nominal amount of the Notes so redeemed. For the purposes of any payments made in respect of this permanent Global Note, the words “in the relevant place of presentation” shall not apply in the definition of “business day” in Condition 7(h) (Non-Business Days). Prescription Claims in respect of principal and interest (as each is defined in the Conditions) in respect of this permanent Global Note shall become void unless it is presented for payment within a period of 10 years (in the case of principal) and five years (in the case of interest) from the appropriate Relevant Date. Meetings For the purposes of any meeting of Noteholders, the holder of this permanent Global Note shall (unless this permanent Global Note represents only one Note) be treated as two persons for the 3210677818 56 purposes of any quorum requirements of a meeting of Noteholders and, at any such meeting, as having one vote in respect of each integral currency unit of the Specified Currency of the Notes. Cancellation On cancellation of any Note represented by this permanent Global Note that is required by the Conditions to be cancelled (other than upon its redemption), the Issuer shall procure that details of such cancellation shall be entered pro rata in the records of the relevant Clearing Systems and, upon any such entry being made, the nominal amount of the Notes recorded in the records of the relevant Clearing Systems and represented by this permanent Global Note shall be reduced by the aggregate nominal amount of the Notes so cancelled. Purchase Notes may only be purchased by the Issuer or any of its Subsidiaries if they are purchased together with the right to receive all future payments of interest (if any) thereon. Issuer’s Options Any option of the Issuer provided for in the Conditions shall be exercised by the Issuer giving notice to the Noteholders and the relevant Clearing Systems (or procuring that such notice is given on its behalf) within the time limits set out in and containing the information required by the Conditions, except that the notice shall not be required to contain the serial numbers of Notes drawn in the case of a partial exercise of an option and accordingly no drawing of Notes shall be required. In the case of a partial exercise of an option, the rights of accountholders with a clearing system in respect of the Notes will be governed by the standard procedures of Euroclear and/or Clearstream, Luxembourg and shall be reflected in the records of Euroclear and/or Clearstream, Luxembourg as either a pool factor or a reduction in nominal amount, at their discretion. Following the exercise of any such option, the Issuer shall procure that the nominal amount of the Notes recorded in the records of the relevant Clearing Systems and represented by this permanent Global Note shall be reduced accordingly. Noteholders’ Options Any option of the Noteholders provided for in the Conditions may be exercised by the holder of this permanent Global Note giving notice to the Issuer or the Fiscal Agent, as provided for in the Conditions, within the time limits relating to the deposit of Notes with a Paying Agent set out in the Conditions substantially in the form of the relevant notice available from any Paying Agent, except that the notice shall not be required to contain the certificate numbers of the Notes in respect of which the option has been exercised. Following the exercise of any such option, the Issuer shall procure that the nominal amount of the Notes recorded in the records of the relevant Clearing Systems and represented by this permanent Global Note shall be reduced by the aggregate nominal amount stated in the relevant exercise notice. Events of Default The holder hereof may from time to time exercise the right to declare Notes represented by this permanent Global Note due and payable following an Event of Default in accordance with the Conditions by stating in a notice given to the Fiscal Agent the nominal amount of Notes (which may be less than the outstanding nominal amount hereof) to which such notice relates. In the event that the Notes represented by this permanent Global Note (or any part hereof) have become due and payable and payment in full of the amount due has not been made to the bearer or has become exchangeable and exchange in full has not been effected, in each case in accordance with the foregoing, then, unless within the period of 15 (fifteen) days commencing on the relevant due date payment in full of the amount due in respect of this Global Note is received by 3210677818 57 the bearer or this permanent Global Note is duly exchanged in full for Definitive Notes, in each case in accordance with the foregoing, at 5.00 p.m. (CET) on such fifteenth day (the “Relevant Time”) this permanent Global Note (including the obligation hereunder to issue Definitive Notes) will become void and the bearer will have no further rights under this permanent Global Note but each Relevant Account Holder shall automatically acquire, without the need for any further action on behalf of any person, against the Issuer all those rights (“Direct Rights”) which such Relevant Account Holder would have had if at the Relevant Time it held and owned duly executed and authenticated Definitive Notes and (if applicable) Coupons and/or Talons in respect of each underlying Note represented by such permanent Global Note which such Relevant Account Holder has credited to its securities account with the Relevant Clearing System at the Relevant Time. The Issuer’s obligation pursuant to this paragraph shall be a separate and independent obligation by reference to each relevant underlying Note and the Issuer agrees that a Relevant Account Holder may assign its rights hereunder in whole or in part. “Relevant Account Holder” means any account holder with the Relevant Clearing System which has underlying Notes credited to its securities account at the Relevant Time. "Relevant Clearing System" means, as applicable, Euroclear, Clearstream, Luxembourg and/or any other additional clearing system or systems specified in the applicable Pricing Supplement (but does not include Euroclear Netherlands whether or not so specified). No such election may however be made on or before an Exchange Date unless the holder elects in such notice that the exchange for such Notes shall no longer take place. Notices Notices required to be given in respect of the Notes represented by this permanent Global Note may be given by their being delivered (so long as this permanent Global Note is held on behalf of Euroclear and/or Clearstream, Luxembourg and/or an Alternative Clearing System) to Euroclear, Clearstream, Luxembourg and/or such Alternative Clearing System, as the case may be, or otherwise to the holder of this permanent Global Note, rather than by publication as required by the Conditions, except that, so long as the Notes are listed and/or admitted to trading, notices required to be given to the holders pursuant to the Conditions shall also be published (if such publication is required) in a manner which complies with the rules and regulations of any stock exchange or other relevant authority on which the Notes are listed/and or admitted to trading. Negotiability This permanent Global Note is a bearer document and negotiable and accordingly: 1 is freely transferable by delivery and such transfer shall operate to confer upon the transferee all rights and benefits appertaining hereto and to bind the transferee with all obligations appertaining hereto pursuant to the Conditions 2 the holder of this permanent Global Note is and shall be absolutely entitled as against all previous holders to receive all amounts by way of amounts payable upon redemption, interest or otherwise payable in respect of this permanent Global Note and the Issuer has waived against such holder and any previous holder of this permanent Global Note all rights of set-off or counterclaim that would or might otherwise be available to it in respect of the obligations evidenced by this Global Note and 3 payment upon due presentation of this permanent Global Note as provided herein shall operate as a good discharge against such holder and all previous holders of this permanent Global Note. --- ![Slide 16]() > **Source slide transcript** > > 3210677818 58 No provisions of this permanent Global Note shall alter or impair the obligation of the Issuer to pay the principal and premium of and interest on the Notes when due in accordance with the Conditions. This permanent Global Note shall not be valid or become obligatory for any purpose until authenticated by or on behalf of the Fiscal Agent and effectuated by the entity appointed as Common Safekeeper by the relevant Clearing Systems. This permanent Global Note and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with Dutch law. Articles 229(e) to 229(k) of The Netherlands Commercial Code (Wetboek van Koophandel) do not apply to this Global Note. 3210677818 SIGNATURE PAGE TO THE NGN PERMANENT GLOBAL NOTE In witness whereof the Issuer has caused this permanent Global Note to be duly signed on its behalf. Dated as of the Issue Date. JDE PEET’S N.V. By: Name: Certificate of Authentication This permanent Global Note is authenticated by or on behalf of the Fiscal Agent. DEUTSCHE BANK AG, LONDON BRANCH as Fiscal Agent By: Name: Authorised Signatory For the purposes of authentication only. Effectuation This permanent Global Note is effectuated by or on behalf of the Common Safekeeper. [COMMON SAFEKEEPER] as Common Safekeeper By: Authorised Signatory For the purposes of effectuation only. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. 3210677818 60 The Schedule [INSERT THE PROVISIONS OF THE RELEVANT FINAL TERMS THAT RELATE TO THE CONDITIONS OR THE GLOBAL NOTES AS THE SCHEDULE] 3210677818 61 Schedule 1 Part E Form of Global Certificate JDE PEET’S N.V. (a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands having its statutory seat (statutaire zetel) in Amsterdam, The Netherlands) Euro Medium Term Note Programme GLOBAL CERTIFICATE Global Certificate No. [ > > - ] This Global Certificate is issued in respect of the Notes (the “Notes”) of the Tranche and Series specified in Part A of the Schedule hereto of JDE Peet’s N.V. (the “Issuer”). This Global Certificate certifies that the person whose name is entered in the Register (the “Registered Holder”) is registered in the Register as the holder of an issue of Notes of the nominal amount, specified currency and specified denomination set out in Part A of the Schedule hereto. Interpretation and Definitions References in this Global Certificate to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the amended and restated Agency Agreement dated 15 May 2025 (as amended or supplemented as at the Issue Date, the “Agency Agreement”) between the Issuer, Deutsche Bank AG, London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this Global Certificate (including the supplemental definitions and any modifications or additions set out in Part A of the Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this Global Certificate shall have the meanings given to them in the Conditions or the Agency Agreement. Promise to Pay The Issuer, for value received, promises to pay to the holder of the Notes represented by this Global Certificate (subject to surrender of this Global Certificate if no further payment falls to be made in respect of such Notes) on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become payable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the Notes represented by this Global Certificate and (unless the Notes represented by this Certificate do not bear interest) to pay interest in respect of such Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the methods of calculation provided for in the Conditions, save that the calculation is made in respect of the total aggregate amount of the Notes represented by this Global Certificate, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions. Each payment will be made to, or to the order of, the person whose name is entered on the Register at the close of business on the record date which shall be on the Clearing System Business Day immediately prior to the date for payment, where “Clearing System Business Day” means Monday to Friday inclusive except 25 December and 1 January. For the purposes of this Global Certificate, (a) the holder of the Notes represented by this Global Certificate is bound by the provisions of the Agency Agreement, (b) the Issuer certifies that the --- ![Slide 17]() > **Source slide transcript** > > 3210677818 62 Registered Holder is, at the date hereof, entered in the Register as the holder of the Notes represented by this Global Certificate, (c) this Global Certificate is evidence of entitlement only, (d) title to the Notes represented by this Global Certificate passes only on due registration on the Register, and (e) only the holder of the Notes represented by this Global Certificate is entitled to payments in respect of the Notes represented by this Global Certificate. Transfer of Notes Represented by Permanent Global Certificates If the Schedule hereto states that the Notes are to be represented by a permanent Global Certificate on issue, transfers of the holding of Notes represented by this Global Certificate pursuant to Condition 2(b) may only be made in part: 1 if the Notes represented by this Global Certificate are held on behalf of Euroclear or Clearstream, Luxembourg or any other clearing system (an “Alternative Clearing System”) and any such clearing system is closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or announces an intention permanently to cease business or does in fact do so or 2 upon or following any failure to pay principal in respect of any Notes when it is due and payable or 3 with the consent of the Issuer provided that, in the case of the first transfer of part of a holding pursuant to 1 or 2 above, the holder of the Notes represented by this Global Certificate has given the Registrar not less than 30 days’ notice at its specified office of such holder’s intention to effect such transfer. Where the holding of Notes represented by this Global Certificate is only transferable in its entirety, the Certificate issued to the transferee upon transfer of such holding shall be a Global Certificate. Where transfers are permitted in part, Certificates issued to transferees shall not be Global Certificates unless the transferee so requests and certifies to the Registrar that it is, or is acting as a nominee for, Clearstream, Luxembourg, Euroclear and/or an Alternative Clearing System. Meetings For the purposes of any meeting of Noteholders, the holder of the Notes represented by this Global Certificate shall (unless this Global Certificate represents only one Note) be treated as two persons for the purposes of any quorum requirements of a meeting of Noteholders and as being entitled to one vote in respect of each integral currency unit of the Specified Currency of the Notes. Events of Default In the event that the Notes represented by this Global Certificate (or any part hereof) have become due and payable and payment in full of the amount due has not been made to the Registered Holder, then, unless within the period of 30 (thirty) days commencing on the relevant due date payment in full of the amount due in respect of this Global Certificate is received by the Registered Holder at 5.00 p.m. (CET) on such thirtieth day (the “Relevant Time”), this Global Certificate will become void and the Registered Holder will have no further rights under this Global Certificate but each Relevant Account Holder shall automatically acquire, without the need for any further action on behalf of any person, against the Issuer all those rights (“Direct Rights”) which such Relevant Account Holder would have had if at the Relevant Time it held direct claims against the Issuer in respect of each underlying Note represented by this Global Certificate which such Relevant Account Holder has credited to its securities account with the Relevant Clearing System at the Relevant Time. The Issuer’s obligation pursuant to this paragraph shall be a separate and independent obligation by reference to each relevant underlying Note and the Issuer agrees that a Relevant Account Holder may assign its rights hereunder in whole or in part. 3210677818 63 “Relevant Account Holder” means any account holder with the Relevant Clearing System which has underlying Notes credited to its securities account at the Relevant Time. "Relevant Clearing System" means, as applicable, Euroclear, Clearstream, Luxembourg and/or any other additional clearing system or systems specified in the applicable Pricing Supplement (but does not include Euroclear Netherlands whether or not so specified). No such election may however be made unless the transfer of the whole or a part of the holding of Notes represented by this Global Certificate shall have been improperly withheld or refused. This Global Certificate shall not become valid for any purpose until authenticated by or on behalf of the Registrar and in the case of Registered Notes held under the NSS only, effectuated by the entity appointed as Common Safekeeper by the relevant Clearing Systems. This Global Certificate and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with Dutch law. 3210677818 SIGNATURE PAGE TO THE GLOBAL CERTIFICATE In witness whereof the Issuer has caused this Global Certificate to be signed on its behalf. Dated as of the Issue Date. JDE PEET’S N.V. By: Name: Certificate of Authentication This Global Certificate is authenticated by or on behalf of the Registrar. DEUTSCHE BANK LUXEMBOURG, S.A. as Registrar By: Name: Authorised Signatory For the purposes of authentication only. Effectuation This Global Certificate is effectuated by or on behalf of the Common Safekeeper. [COMMON SAFEKEEPER] as Common Safekeeper By: Authorised Signatory For the purposes of effectuation of Registered Notes held through the NSS only 3210677818 65 Form of Transfer For value received the undersigned transfers to (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF TRANSFEREE) [ > > - ] nominal amount of the Notes represented by this Global Certificate, and all rights under them. Dated .................................................... Signed ............................................................... Certifying Signature Notes: 1 The signature of the person effecting a transfer shall conform to a list of duly authorised specimen signatures supplied by the holder of the Notes represented by this Global Certificate or (if such signature corresponds with the name as it appears on the face of this Global Certificate) be certified by a notary public or a recognised bank or be supported by such other evidence as a Transfer Agent or the Registrar may reasonably require. 2 A representative of the Noteholder should state the capacity in which he signs e.g. executor. 3 Transfer is effective only upon notification of the transfer having reached the Issuer or its agent for this purpose. [INSERT THE PROVISIONS OF THE RELEVANT FINAL TERMS THAT RELATE TO THE CONDITIONS OR THE GLOBAL CERTIFICATE AS THE SCHEDULE.] --- ![Slide 18]() > **Source slide transcript** > > 3210677818 66 Schedule 2 Part A Form of Bearer Note On the front: [Denomination] [ISIN] [Series] [Certif. No.] [Currency and denomination] JDE PEET’S N.V. (a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands having its statutory seat (statutaire zetel) in Amsterdam, The Netherlands) Euro Medium Term Note Programme Series No. [●] [Title of issue] This Note forms one of the Series of Notes referred to above (the “Notes”) of JDE Peet’s N.V. (the “Issuer”) designated as specified in the title hereof. The Notes are subject to the Terms and Conditions (the “Conditions”) endorsed hereon. Expressions defined in the Conditions have the same meanings in this Note. The Issuer for value received promises to pay to the bearer of this Note, on presentation and (when no further payment is due in respect of this Note) surrender of this Note on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become payable in accordance with the Conditions) the amount payable upon redemption under the Conditions and (unless this Note does not bear interest) to pay interest from the Interest Commencement Date in arrear at the rates, in the amounts and on the dates for payment provided for in the Conditions together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions. This Note shall not become valid or obligatory for any purpose until authenticated by or on behalf of the Fiscal Agent. 3210677818 67 In witness whereof the Issuer has caused this Note to be signed on its behalf. Dated as of the Issue Date. JDE PEET’S N.V. By: Certificate of Authentication This Note is authenticated by or on behalf of the Fiscal Agent. DEUTSCHE BANK AG, LONDON BRANCH as Fiscal Agent By: Authorised Signatory For the purposes of authentication only. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. 3210677818 68 On the back: Terms and Conditions of the Notes The Terms and Conditions that are set out in Schedule 2 Part C to the Agency Agreement as amended by and incorporating any additional provisions forming part of such Terms and Conditions and set out in Part A of the relevant Final Terms will be set out here Fiscal Agent, Paying Agent, Transfer Agent and Calculation Agent Deutsche Bank AG, London Branch 21 Moorfields London EC2Y 9DB United Kingdom Registrar Deutsche Bank Luxembourg S.A. 2 Boulevard Konrad Adenauer L-1115 Luxembourg Luxembourg ● ● ● ● ● ● 3210677818 69 Schedule 2 Part B Form of Certificate On the front: JDE PEET’S N.V. (a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands having its statutory seat (statutaire zetel) in Amsterdam, The Netherlands) Euro Medium Term Note Programme Series No. [●] [Title of issue] This Certificate certifies that [●] of [●] (the “Registered Holder”) is, as at the date hereof, registered as the holder of [nominal amount] of Notes of the Series of Notes referred to above (the “Notes”) of JDE Peet’s N.V. (the “Issuer”), designated as specified in the title hereof. The Notes are subject to the Terms and Conditions (the “Conditions”) endorsed hereon. Expressions defined in the Conditions have the same meanings in this Certificate. The Issuer, for value received, promises to pay to the holder of the Notes represented by this Certificate (subject to surrender of this Certificate if no further payment falls to be made in respect of such Notes) on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become payable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the Notes represented by this Certificate and (unless the Note(s) represented by this Certificate do not bear interest) to pay interest in respect of such Notes from the Interest Commencement Date in arrear at the rates, in the amounts and on the dates for payment provided for in the Conditions together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions. For the purposes of this Certificate, (a) the holder of the Note(s) represented by this Certificate is bound by the provisions of the Agency Agreement, (b) the Issuer certifies that the Registered Holder is, at the date hereof, entered in the Register as the holder of the Note(s) represented by this Certificate, (c) this Certificate is evidence of entitlement only, (d) title to the Note(s) represented by this Certificate passes only on due registration on the Register, and (e) only the holder of the Note(s) represented by this Certificate is entitled to payments in respect of the Note(s) represented by this Certificate. This Certificate shall not become valid for any purpose until authenticated by or on behalf of the Registrar. --- ![Slide 19]() > **Source slide transcript** > > 3210677818 70 In witness whereof the Issuer has caused this Certificate to be signed on its behalf. Dated as of the Issue Date. JDE PEET’S N.V. By: Certificate of Authentication This Certificate is authenticated by or on behalf of the Registrar. DEUTSCHE BANK LUXEMBOURG, S.A. as Registrar By: Authorised Signatory For the purposes of authentication only. 3210677818 71 On the back: Terms and Conditions of the Notes The Terms and Conditions that are set out in Schedule 2 Part C to the Agency Agreement as amended by and incorporating any additional provisions forming part of such Terms and Conditions and set out in Part A of the relevant Final Terms will be set out here. 3210677818 72 Form of Transfer For value received the undersigned transfers to ........................................................................................................................................... ........................................................................................................................................... (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF TRANSFEREE) [ > > - ] nominal amount of the Notes represented by this Certificate, and all rights under them. Dated .................................................... Signed ............................................................... Certifying Signature Notes: 1 The signature of the person effecting a transfer shall conform to a list of duly authorised specimen signatures supplied by the holder of the Note(s) represented by this Certificate or (if such signature corresponds with the name as it appears on the face of this Certificate) be certified by a notary public or a recognised bank or be supported by such other evidence as a Transfer Agent or the Registrar may reasonably require. 2 A representative of the Noteholder should state the capacity in which he signs. Unless the context otherwise required, capitalised terms used in this Form of Transfer have the same meaning as in the amended and restated Agency Agreement dated 15 May 2025 between the Issuer, Deutsche Bank AG, London Branch and Deutsche Bank Luxembourg, S.A. [TO BE COMPLETED BY TRANSFEREE: [INSERT ANY REQUIRED TRANSFEREE REPRESENTATIONS, CERTIFICATIONS ETC.]] Fiscal Agent, Paying Agent, Transfer Agent and Calculation Agent Deutsche Bank AG, London Branch 21 Moorfields London EC2Y 9DB United Kingdom Registrar Deutsche Bank Luxembourg S.A. 2 Boulevard Konrad Adenauer L-1115 Luxembourg Luxembourg 3210677818 73 Schedule 2 Part C Terms and Conditions of the Notes The terms and conditions of the Notes as set out in the base prospectus relating to the Programme dated 15 May 2025, as supplemented from time to time, shall be incorporated by reference herein. --- ![Slide 20]() > **Source slide transcript** > > 3210677818 74 Schedule 2 Part D Form of Coupon On the front: JDE PEET’S N.V. Euro Medium Term Note Programme Series No. [ > > - ] [Title of issue] Coupon for [[set out amount due, if known]/the amount] due on [the Interest Payment Date falling in]* [ > - ], [ > - ]. [Coupon relating to Note in the nominal amount of [ > - ]]** This Coupon is payable to bearer (subject to the Conditions endorsed on the Note to which this Coupon relates, which shall be binding upon the holder of this Coupon whether or not it is for the time being attached to such Note) at the specified offices of the Fiscal Agent and the Paying Agents set out on the reverse hereof (or any other Fiscal Agent or further or other Paying Agents or specified offices duly appointed or nominated and notified to the Noteholders). [If the Note to which this Coupon relates shall have become due and payable before the maturity date of this Coupon, this Coupon shall become void and no payment shall be made in respect of it.]*** ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. JDE PEET’S N.V. By: [Cp. No.] [Denomination] [ISIN] [Series] [Certif. No.] 3210677818 75 On the back: Fiscal Agent Deutsche Bank AG, London Branch [ > - ] Paying Agent Deutsche Bank AG, London Branch [ > - ] [*Only necessary where Interest Payment Dates are subject to adjustment in accordance with a Business Day Convention otherwise the particular Interest Payment Date should be specified.] [**Only required for Coupons relating to Floating Rate that are issued in more than one denomination.] [***Delete if Coupons are not to become void upon early redemption of Note.] 3210677818 76 Schedule 2 Part E Form of Talon On the front: JDE Peet’s N.V. Euro Medium Term Note Programme Series No. [ > - ] [Title of issue] Talon for further Coupons falling due on [the Interest Payment Dates falling in]*[ > - ] [ > - ]. [Talon relating to Note in the nominal amount of [ > - ]]** After all the Coupons relating to the Note to which this Talon relates have matured, further Coupons (including if appropriate a Talon for further Coupons) shall be issued at the specified office of the Fiscal Agent set out on the reverse hereof (or any other Fiscal Agent or specified office duly appointed or nominated and notified to the Noteholders) upon production and surrender of this Talon. If the Note to which this Talon relates shall have become due and payable before the original due date for exchange of this Talon, this Talon shall become void and no exchange shall be made in respect of it. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. JDE PEET’S N.V. By: [Talon No.] [ISIN] [Series] [Certif. No.] On the back: Fiscal Agent Deutsche Bank AG, London Branch [ > - ] Paying Agent Deutsche Bank AG, London Branch [ > - ] [* The maturity dates of the relevant Coupons should be set out if known, otherwise reference should be made to the months and years in which the Interest Payment Dates fall due.] [** Only required where the Series comprises Notes of more than one denomination.] 3210677818 77 Schedule 3 Provisions for Meetings of Noteholders Interpretation 1 In this Schedule: 1.1 references to a meeting are to a physical meeting, a virtual meeting or a hybrid meeting of Noteholders of a single Series of Notes and include, unless the context otherwise requires, any adjournment 1.2 references to “Notes” and “Noteholders” are only to the Notes of the Series in respect of which a meeting has been, or is to be, called and to the holders of those Notes, respectively 1.3 “agent” means a holder of a voting certificate or a proxy for, or representative of, a Noteholder 1.4 “Alternative Clearing System” means any clearing system (including without limitation The Depositary Trust Company (“DTC”)) other than Euroclear or Clearstream, Luxembourg 1.5 “block voting instruction” means an instruction issued in accordance with paragraphs 9 to 15 1.6 “Electronic Consent” has the meaning set out in paragraph 32.1 1.7 “electronic platform” means any form of telephony or electronic platform or facility and includes, without limitation, telephone and video conference call and application technology systems 1.8 “Extraordinary Resolution” means a resolution passed (a) at a meeting duly convened and held in accordance with this Agreement by a majority of at least 75 per cent. of the votes cast, (b) by a Written Resolution or (c) by an Electronic Consent 1.9 “hybrid meeting” means a combined physical meeting and virtual meeting convened pursuant to this Schedule by the Issuer at which persons may attend either at the physical location specified in the notice of such meeting or via an electronic platform 1.10 “meeting” means a meeting convened pursuant to this Schedule by the Issuer and whether held as a physical meeting or as a virtual meeting 1.11 “physical meeting” means any meeting attended by persons present in person at the physical location specified in the notice of such meeting 1.12 “present” means physically present in person at a physical meeting or a hybrid meeting, or able to participate in or join a virtual meeting or a hybrid meeting held via an electronic platform 1.13 “virtual meeting” means any meeting held via an electronic platform 1.14 “voting certificate” means a certificate issued in accordance with paragraphs 6 to 8 1.15 “Written Resolution” means a resolution in writing signed by the holders of not less than 75 per cent. in nominal amount of the Notes outstanding 1.16 references to persons representing a proportion of the Notes are to Noteholders or agents holding or representing in the aggregate at least that proportion in nominal amount of the Notes for the time being outstanding and --- ![Slide 21]() > **Source slide transcript** > > 3210677818 78 1.17 where Bonds are held in Euroclear or Clearstream, Luxembourg or an Alternative Clearing System, references herein to the deposit or release or surrender of Bonds shall be construed in accordance with the usual practices (including in relation to the blocking of the relevant account) of Euroclear or Clearstream, Luxembourg or such Alternative Clearing System. Powers of meetings 2 A meeting shall, subject to the Conditions and without prejudice to any powers conferred on other persons by this Agreement, have power by Extraordinary Resolution: 2.1 to sanction any proposal by the Issuer or any modification, abrogation, variation or compromise of, or arrangement in respect of, the rights of the Noteholders and/or the Couponholders against the Issuer, whether or not those rights arise under the Notes 2.2 to sanction the exchange or substitution for the Notes of, or the conversion of the Notes into, shares, bonds or other obligations or securities of the Issuer or any other entity 2.3 to assent to any modification of this Agreement, the Notes, the Talons or the Coupons proposed by the Issuer or the Fiscal Agent 2.4 to authorise anyone to concur in and do anything necessary to carry out and give effect to an Extraordinary Resolution 2.5 to give any authority, direction or sanction required to be given by Extraordinary Resolution 2.6 to appoint any persons (whether Noteholders or not) as a committee or committees to represent the Noteholders’ interests and to confer on them any powers or discretions which the Noteholders could themselves exercise by Extraordinary Resolution and 2.7 to approve the substitution of any entity for the Issuer (or any previous substitute) as principal debtor or guarantor under this Agreement provided that the special quorum provisions in paragraph 20 shall apply to any Extraordinary Resolution (a “special quorum resolution”) for the purpose of sub-paragraph 2.2 or 2.7 or for the purpose of making a modification to this Agency Agreement or the Notes which would have the effect of: (i) amending the dates of maturity or redemption of the Notes or any date for payment of interest or Interest Amounts on the Notes (ii) reducing or cancelling the nominal amount of or any premium payable on redemption of, the Notes (iii) reducing the rate or rates of interest in respect of the Notes or varying the method or basis of calculating the rate or rates or amount of interest or the basis for calculating any Interest Amount in respect of the Notes (iv) if a Minimum and/or a Maximum Rate of Interest or Redemption Amount is shown hereon, reducing any such Minimum and/or Maximum (v) varying any method of, or basis for, calculating the Final Redemption Amount, the Early Redemption Amount or the Optional Redemption Amount, including the method of calculating the Amortised Face Amount (vi) varying the currency or currencies of payment or denomination of the Notes (vii) modifying the provisions concerning the quorum required at any meeting of Noteholders or the majority required to pass the Extraordinary Resolution or 3210677818 79 (viii) amending this proviso. Convening a meeting 3 The Issuer may at any time convene a meeting. If it receives a written request by Noteholders holding at least 10 per cent in nominal amount of the Notes of any Series for the time being outstanding and is indemnified to its satisfaction against all costs and expenses, the Issuer shall convene a meeting of the Noteholders of that Series. Every physical meeting shall be held at a time and place approved by the Fiscal Agent. Every virtual meeting shall be held via an electronic platform and at a time approved by the Fiscal Agent. Every hybrid meeting shall be held at a time and place and via an electronic platform approved by the Fiscal Agent. Notice of meeting 4 At least 21 days’ notice (exclusive of the day on which the notice is given or deemed to be given and of the day of the meeting) shall be given to the Noteholders. A copy of the notice shall be given by the party convening the meeting to the other parties. The notice shall specify the day and time of the meeting and manner in which it is to be held, and if a physical meeting or hybrid meeting is to be held, the place of the meeting and the nature of the resolutions to be proposed and shall explain how Noteholders may appoint proxies or representatives, obtain voting certificates and use block voting instructions and the details of the time limits applicable. With respect to a virtual meeting or a hybrid meeting, each such notice shall set out such other and further details as are required under paragraph 33. Cancellation of meeting 5 A meeting that has been validly convened in accordance with paragraph 3 above, may be cancelled by the person who convened such meeting by giving at least 5 days’ notice (exclusive of the day on which the notice is given or deemed to be given and of the day of the meeting) to the Noteholders. Any meeting cancelled in accordance with this paragraph 5 shall be deemed not to have been convened. Arrangements for voting on Bearer Notes (whether in definitive form or represented by a Global Note and whether held within or outside a Clearing System) – Voting Certificates 6 If a holder of a Bearer Note wishes to obtain a voting certificate in respect of it for a meeting, he must deposit such Bearer Note for that purpose at least 48 hours before the time fixed for the meeting with a Paying Agent or to the order of a Paying Agent with a bank or other depositary nominated by the Paying Agent for the purpose. The Paying Agent shall then issue a voting certificate in respect of it. 7 A voting certificate shall: 7.1 be a document in the English language 7.2 be dated 7.3 specify the meeting concerned and (if applicable) the serial numbers of the Notes deposited 7.4 entitle, and state that it entitles, its bearer to attend and vote at that meeting in respect of those Notes and 7.5 specify details of evidence of the identity of the bearer of such voting certificate. 8 Once a Paying Agent has issued a voting certificate for a meeting in respect of a Note, it shall not release the Note until either: 8.1 the meeting has been concluded or 3210677818 80 8.2 the voting certificate has been surrendered to the Paying Agent. Arrangements for voting on Bearer Notes (whether in definitive form or represented by a Global Note and whether held within or outside a Clearing System) – Block Voting Instructions 9 If a holder of a Bearer Note wishes the votes attributable to it to be included in a block voting instruction for a meeting, then, at least 48 hours before the time fixed for the meeting, (i) the holder must deposit the Note for that purpose with a Paying Agent or to the order of a Paying Agent with a bank or other depositary nominated by the Paying Agent for the purpose and (ii) the holder or a duly authorised person on their behalf must direct the Paying Agent how those votes are to be cast. The Paying Agent shall issue a block voting instruction in respect of the votes attributable to all Notes so deposited. 10 A block voting instruction shall: 10.1 be a document in the English language 10.2 be dated 10.3 specify the meeting concerned 10.4 list the total number and serial numbers (if applicable) of the Notes deposited, distinguishing with regard to each resolution between those voting for and those voting against it 10.5 certify that such list is in accordance with Notes deposited and directions received as provided in paragraphs 9, 12 and 15 and 10.6 appoint one or more named persons (each a “proxy”) to vote at that meeting in respect of those Notes and in accordance with that list. A proxy need not be a Noteholder. 11 Once a Paying Agent has issued a block voting instruction for a meeting in respect of the votes attributable to any Notes: 11.1 it shall not release the Notes, except as provided in paragraph 12, until the meeting has been concluded and 11.2 the directions to which it gives effect may not be revoked or altered during the 48 hours before the time fixed for the meeting. 12 If the receipt for a Note deposited with or to the order of a Paying Agent in accordance with paragraph 9 is surrendered to the Paying Agent at least 48 hours before the time fixed for the meeting, the Paying Agent shall release the Note and exclude the votes attributable to it from the block voting instruction. 13 Each block voting instruction shall be deposited at least 24 hours before the time fixed for the meeting at the specified office of the Fiscal Agent or such place or delivered by another method as the Issuer shall designate or approve, and in default the block voting instruction shall not be valid unless the chairperson of the meeting decides otherwise before the meeting proceeds to business. If the Issuer requires, a certified copy of each block voting instruction shall be produced by the proxy at the meeting or delivered to the Issuer prior to the meeting but the Issuer need not investigate or be concerned with the validity of the proxy’s appointment. 3210677818 81 14 A vote cast in accordance with a block voting instruction shall be valid even if it or any of the Noteholders’ instructions pursuant to which it was executed has previously been revoked or amended, unless written intimation of such revocation or amendment is received from the relevant Paying Agent by the Fiscal Agent at its specified office (or such place or delivered by another method as may have been specified by the Issuer for the purpose) or by the chairperson of the meeting in each case at least 24 hours before the time fixed for the meeting. 15 No Note may be deposited with or to the order of a Paying Agent at the same time for the purposes of both paragraph 6 and paragraph 9 for the same meeting. Arrangements for voting on Registered Notes (whether in definitive form or represented by a Global Certificate and whether held within or outside a Clearing System) – Appointment of Proxy or Representative 16 A proxy or representative may be appointed in the following circumstances: 16.1 Proxy: A holder of a Registered Note may, by an instrument in writing in the English language (a “form of proxy”) signed by the holder or, in the case of a corporation, executed under its common seal or signed on its behalf by an attorney or a duly authorised officer of the corporation and delivered to the specified office of the Registrar or the Transfer Agent not less than 48 hours before the time fixed for the relevant meeting, appoint one or more persons (each a “proxy”) to act on his or its behalf in connection with any meeting of the Noteholders and any adjourned such meeting. 16.2 Representative: Any holder of a Registered Note which is a corporation may, by delivering to the Registrar or the Principal Paying Agent not later than 48 hours before the time fixed for any meeting a resolution of its directors or other governing body, authorise any person to act as its representative (a “representative”) in connection with any meeting of the Noteholders and any adjourned such meeting. 16.3 Other Proxies: If the holder of a Registered Note is an Alternative Clearing System or a nominee of an Alternative Clearing System and the rules or procedures of such Alternative Clearing System so require, such nominee or Alternative Clearing System may appoint proxies in accordance with, and in the form used, by such Alternative Clearing System as part of its usual procedures from time to time in relation to meetings of Noteholders. Any proxy so appointed may, by an instrument in writing in the English language in the form available from the specified office of the Registrar or the Principal Paying Agent, or in such other form as may have been approved by the Transfer Agent at least seven days before the date fixed for a meeting, and signed by the proxy or, in the case of a corporation, executed under its common seal or signed on its behalf by an attorney or a duly authorised officer of the corporation and delivered to the Registrar or the Principal Paying Agent not later than 48 hours before the time fixed for any meeting, appoint any person or the Principal Paying Agent or any employee(s) of it nominated by it (the “sub-proxy”) to act on his or its behalf in connection with any meeting or proposed meeting of Noteholders. All references to “proxy” or “proxies” in this Schedule other than in this sub-paragraph 16.3 shall be read so as to include references to “sub-proxy” or “sub-proxies”. 16.4 Record Date: For so long as the Notes are eligible for settlement through an Alternative Clearing System’s book-entry settlement system and the rules or procedures of such Alternative Clearing System so require, the Issuer may fix a record date for the purpose of any meeting, provided such record date is no more than 10 days prior to the date fixed for such meeting which shall be specified in the notice convening the meeting. --- ![Slide 22]() > **Source slide transcript** > > 3210677818 82 16.5 Any proxy or sub-proxy appointed pursuant to sub-paragraph 16.1, 16.3 or 16.5 above or representative appointed pursuant to sub-paragraph 16.2 above shall, so long as such appointment remains in full force, be deemed, for all purposes in connection with the relevant meeting or adjourned meeting of the Noteholders, to be the holder of the Notes to which such appointment relates and the holder of the Notes shall be deemed for such purposes not to be the holder or owner, respectively. Chairperson 17 The chairperson of a meeting shall be such person as the Issuer may nominate in writing, but if no such nomination is made or if the person nominated is not present within 15 minutes after the time fixed for the meeting the Noteholders or agents present shall choose one of their number to be chairperson, failing which the Issuer may appoint a chairperson. The chairperson need not be a Noteholder or agent. The chairperson of an adjourned meeting need not be the same person as the chairperson of the original meeting. Attendance 18 The following may attend and speak at a meeting: 18.1 Noteholders and agents 18.2 the chairperson 18.3 the Issuer and the Fiscal Agent (through their respective representatives) and their respective financial and legal advisers 18.4 the Dealers and their advisers. No-one else may attend, participate and/or speak. Quorum and Adjournment 19 No business (except choosing a chairperson) shall be transacted at a meeting unless a quorum is present at the commencement of business. If a quorum is not present within 15 minutes from the time initially fixed for the meeting, it shall, if convened on the requisition of Noteholders, be dissolved. In any other case it shall be adjourned until such date, not less than 14 nor more than 42 days later, and time and place or manner in which it is to be held as the chairperson may decide. If a quorum is not present within 15 minutes from the time fixed for a meeting so adjourned, the meeting shall be dissolved. 20 Two or more Noteholders or agents present at the meeting shall be a quorum: 20.1 in the cases marked “No minimum proportion” in the table below, whatever the proportion of the Notes which they represent 20.2 in any other case, only if they represent the proportion of the Notes shown by the table below. 3210677818 83 COLUMN 1 COLUMN 2 COLUMN 3 Purpose of meeting Any meeting except one referred to in column 3 Meeting previously adjourned through want of a quorum Required proportion Required proportion To pass a special quorum resolution 75 per cent 25 per cent To pass any other Extraordinary Resolution A clear majority No minimum proportion Any other purpose 10 per cent No minimum proportion 21 The chairperson may with the consent of (and shall if directed by) a meeting adjourn the meeting from time to time and from place to place and alternate manner. Only business which could have been transacted at the original meeting may be transacted at a meeting adjourned in accordance with this paragraph or paragraph 19. 22 At least 10 days’ notice (exclusive of the day on which the notice is given or deemed to be given and of the day of the adjourned meeting) of a meeting adjourned through want of a quorum shall be given in the same manner as for an original meeting and that notice shall state the quorum required at the adjourned meeting. No notice need, however, otherwise be given of an adjourned meeting. Voting 23 At a meeting which is held only as a physical meeting, each question submitted to such meeting shall be decided by a show of hands unless a poll is (before, or on the declaration of the result of, the show of hands) demanded by the chairperson, the Issuer or one or more persons representing not less than 2 per cent of the Notes. 24 Unless a poll is demanded a declaration by the chairperson that a resolution has or has not been passed shall be conclusive evidence of the fact without proof of the number or proportion of the votes cast in favour of or against it. 25 If a poll is demanded, it shall be taken in such manner and (subject as provided below) either at once or after such adjournment as the chairperson directs. The result of the poll shall be deemed to be the resolution of the meeting at which it was demanded as at the date it was taken. A demand for a poll shall not prevent the meeting continuing for the transaction of business other than the question on which it has been demanded. 26 A poll demanded on the election of a chairperson or on a question of adjournment shall be taken at once. 27 On a show of hands every person who is present in person and who produces a Bearer Note, a Certificate of which he is the registered holder or a voting certificate or is a proxy or representative has one vote. On a poll every such person has one vote in respect of each integral currency unit of the Specified Currency of such Series of Notes so produced or represented by the voting certificate so produced or for which he is a proxy or representative. Without prejudice to the obligations of proxies, a person entitled to more than one vote need not use them all or cast them all in the same way. 3210677818 84 28 In case of equality of votes the chairperson shall both on a show of hands and on a poll have a casting vote in addition to any other votes which he may have. 29 At a virtual meeting or a hybrid meeting, a resolution put to the vote of the meeting shall be decided on a poll in accordance with paragraph 35, and any such poll will be deemed to have been validly demanded at the time fixed for holding the meeting to which it relates. Effect and Publication of an Extraordinary Resolution 30 An Extraordinary Resolution shall be binding on all the Noteholders, whether or not present at the meeting, and on all the Couponholders and each of them shall be bound to give effect to it accordingly. The passing of such a resolution shall be conclusive evidence that the circumstances justify its being passed. The Issuer shall give notice of the passing of an Extraordinary Resolution to Noteholders within 14 days but failure to do so shall not invalidate the resolution. Minutes 31 Minutes shall be made of all resolutions and proceedings at every meeting and, if purporting to be signed by the chairperson of that meeting or of the next succeeding meeting, shall be conclusive evidence of the matters in them. Until the contrary is proved every meeting for which minutes have been so made and signed shall be deemed to have been duly convened and held and all resolutions passed or proceedings transacted at it to have been duly passed and transacted. Written Resolution and Electronic Consent 32 Subject to the following sentence, a Written Resolution may be contained in one document or in several documents in like form, each signed by or on behalf of one or more of the Noteholders. For so long as the Notes are in the form of a Global Note held on behalf of, or a Global Certificate registered in the name of any nominee for, one or more of Euroclear, Clearstream, Luxembourg or an Alternative Clearing System, then, in respect of any resolution proposed by the Issuer: 32.1 Electronic Consent: where the terms of the resolution proposed by the Issuer have been notified to the Noteholders through the relevant clearing system(s), as provided in sub- paragraphs (i) and/or (ii) below, the Issuer shall be entitled to rely upon approval of such resolution given by way of electronic consents communicated through the electronic communications systems of the relevant clearing system(s) to the Paying Agent or another specified agent in accordance with their operating rules and procedures by or on behalf of the holders of not less than 75 per cent. in nominal amount of the Notes outstanding (the “Required Proportion”) (“Electronic Consent”) by close of business on the Relevant Date. Any resolution passed in such manner shall be binding on all Noteholders and Couponholders, even if the relevant consent or instruction proves to be defective. The Issuer shall not be liable or responsible to anyone for such reliance; (i) When a proposal for a resolution to be passed as an Electronic Consent has been made, at least 10 days’ notice (exclusive of the day on which the notice is given and of the day on which affirmative consents will be counted) shall be given to the Noteholders through the relevant clearing system(s). The notice shall specify, in sufficient detail to enable Noteholders to give their consents in relation to the proposed resolution, the method by which their consents may be given (including, where applicable, blocking of their accounts in the relevant clearing system(s)) and 3210677818 85 the time and date (the “Relevant Date”) by which they must be received in order for such consents to be validly given, in each case subject to and in accordance with the operating rules and procedures of the relevant clearing system(s). (ii) If, on the Relevant Date on which the consents in respect of an Electronic Consent are first counted, such consents do not represent the Required Proportion, the resolution shall, if the party proposing such resolution (the “Proposer”) so determines, be deemed to be defeated. Such determination shall be notified in writing to the other party or parties to this Agreement. Alternatively, the Proposer may give a further notice to Noteholders that the resolution will be proposed again on such date and for such period as shall be agreed with the Issuer. Such notice must inform Noteholders that insufficient consents were received in relation to the original resolution and the information specified in sub-paragraph (i) above. For the purpose of such further notice, references to “Relevant Date” shall be construed accordingly. For the avoidance of doubt, an Electronic Consent may only be used in relation to a resolution proposed by the Issuer which is not then the subject of a meeting that has been validly convened in accordance with paragraph 3 above, unless that meeting is or shall be cancelled or dissolved; and 32.2 Written Resolution: where Electronic Consent is not being sought, for the purpose of determining whether a Written Resolution has been validly passed, the Issuer shall be entitled to rely on consent or instructions given in writing directly to the Issuer, (a) by accountholders in the clearing system(s) with entitlements to such Global Note or Global Certificate and/or, (b) where the accountholders hold any such entitlement on behalf of another person, on written consent from or written instruction by the person identified by that accountholder as the person for whom such entitlement is held. For the purpose of establishing the entitlement to give any such consent or instruction, the Issuer shall be entitled to rely on any certificate or other document issued by, in the case of (a) above, Euroclear, Clearstream, Luxembourg or any other relevant alternative clearing system (the “relevant clearing system”) and in the case of (b) above, the relevant clearing system and the accountholder identified by the relevant clearing system for the purposes of (b) above. Any resolution passed in such manner shall be binding on all Noteholders and Couponholders, even if the relevant consent or instruction proves to be defective. Any such certificate or other document shall be conclusive and binding for all purposes. Any such certificate or other document may comprise any form of statement or print out of electronic records provided by the relevant clearing system (including Euroclear’s EUCLID or Clearstream, Luxembourg’s CreationOnline system) in accordance with its usual procedures and in which the accountholder of a particular principal or nominal amount of the Notes is clearly identified together with the amount of such holding. The Issuer shall not be liable to any person by reason of having accepted as valid or not having rejected any certificate or other document to such effect purporting to be issued by any such person and subsequently found to be forged or not authentic. A Written Resolution and/or Electronic Consent shall take effect as an Extraordinary Resolution. A Written Resolution and/or Electronic Consent will be binding on all Noteholders and holders of Coupons and Talons, whether or not they participated in such Written Resolution and/or Electronic Consent. --- ![Slide 23]() > **Source slide transcript** > > 3210677818 86 Additional provisions applicable to Virtual and/or Hybrid Meetings 33 The Issuer (with the Fiscal Agent’s prior approval) may decide to hold a virtual meeting or a hybrid meeting and, in such case, shall provide details of the means for Noteholders or their proxies or representatives to attend and participate in and/or speak at the meeting, including the electronic platform to be used. 34 The Issuer or the chairperson (with the Fiscal Agent’s prior approval) may make any arrangement and impose any requirement or restriction as is necessary to ensure the identification of those entitled to take part in the virtual meeting or hybrid meeting and the suitability of the electronic platform. All documentation that is required to be passed between persons at or for the purposes of the virtual meeting or persons attending the hybrid meeting via the electric platform (in each case, in whatever capacity) shall be communicated by email (or such other medium of electronic communication as the Fiscal Agent may approve). 35 All resolutions put to a virtual meeting or a hybrid meeting shall be voted on by a poll in accordance with paragraphs 25-28 above (inclusive). 36 Persons seeking to attend or participate in, speak at or join a virtual meeting or a hybrid meeting via the electronic platform, shall be responsible for ensuring that they have access to the facilities (including, without limitation, IT systems, equipment and connectivity) which are necessary to enable them to do so. 37 In determining whether persons are attending, participating in or joining a virtual meeting or a hybrid meeting via the electronic platform, it is immaterial whether any two or more members attending it are in the same physical location as each other or how they are able to communicate with each other. 38 Two or more persons who are not in the same physical location as each other attend a virtual meeting or a hybrid meeting if their circumstances are such that if they have (or were to have) rights to speak or vote at that meeting, they are (or would be) able to exercise them. 39 The chairperson of the meeting reserves the right to take such steps as the chairperson shall determine in its absolute discretion to avoid or minimise disruption at the meeting, which steps may include (without limitation), in the case of a virtual meeting or a hybrid meeting, muting the electronic connection to the meeting of the person causing such disruption for such period of time as the chairperson may determine. 40 The Issuer (with the Fiscal Agent’s prior approval) may make whatever arrangements they consider appropriate to enable those attending a virtual meeting or a hybrid meeting to exercise their rights to speak or vote at it. 41 A person is able to exercise the right to speak at a virtual meeting or a hybrid meeting when that person is in a position to communicate to all those attending the meeting, during the meeting, as contemplated by the relevant provisions of this Schedule. 42 A person is able to exercise the right to vote at a virtual meeting or a hybrid meeting when: 42.1 that person is able to vote, during the meeting, on resolutions put to the vote at the meeting; and 42.2 that person’s vote can be taken into account in determining whether or not such resolutions are passed at the same time as the votes of all the other persons attending the meeting who are entitled to vote at such meeting. 3210677818 87 43 The Fiscal Agent shall not be responsible or liable to the Issuer or any other person for the security of the electronic platform used for any virtual meeting or hybrid meeting or for accessibility or connectivity or the lack of accessibility or connectivity to any virtual meeting or hybrid meeting. 3210677818 88 --- --- ## EX-4.4 SUPPLEMENTAL AGENCY AGREEMENT MAY 2026 SEC source: [kdp-ex44_supplementalage.htm](https://www.sec.gov/Archives/edgar/data/1418135/000141813526000051/kdp-ex44_supplementalage.htm) ![Slide 1]() > **Source slide transcript** > > Supplemental Agency Agreement Dated 21 May 2026 JDEP COFFEE B.V. and DEUTSCHE BANK AG, LONDON BRANCH and DEUTSCHE BANK LUXEMBOURG, S.A. Ref: L-373274 3220545540 i 1 Interpretation .......................................................................................................................... 1 2 Modification of the Conditions ............................................................................................. 1 3 Modification of the Meeting Provision................................................................................. 2 4 General ................................................................................................................................... 2 Schedule 1 Applicable Agency Agreement and relevant Series of Notes ................................. 9 Schedule 2 Conditions .................................................................................................................. 10 Schedule 3 Meeting Provisions .................................................................................................... 22 Schedule 4 Amended and restated Conditions applicable to the Notes subject to the 2021 Agency Agreement ........................................................................................................................ 25 Schedule 5 Amended and restated Conditions applicable to the Notes subject to the 2023 Agency Agreement ........................................................................................................................ 26 Schedule 6 Amended and restated Conditions applicable to the Notes subject to the 2025 Agency Agreement ........................................................................................................................ 27 3220545540 1 This supplemental agency agreement (the “Supplemental Agency Agreement”) is made on 21 May 2026 between: (1) JDEP COFFEE B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, having its statutory seat (statutaire zetel) in Amsterdam, the Netherlands, and having its registered office at Oosterdoksstraat 80, 1011 DK Amsterdam, the Netherlands, and registered with the trade register of the Dutch chamber of commerce (Kamer van Koophandel) under number 42051177 (previously JDE Peet’s N.V.) (the “Issuer”); and (2) DEUTSCHE BANK, LONDON BRANCH, as Fiscal Agent, Paying Agent, Transfer Agent and Calculation Agent; and (3) DEUTSCHE BANK LUXEMBOURG, S.A., as Registrar. Whereas (A) This Supplemental Agency Agreement is supplemental to each of the agency agreements listed in Schedule 1 (each, in relation to the Series (as defined below) to which it is stated to apply in Schedule 1, an “Applicable Agency Agreement”) in connection with the issue by the Issuer of the series of notes listed in Schedule 1 (each a “Series” and together the “Notes”). (B) In respect of each Series, pursuant to the provisions of meetings of Noteholders of the relevant Series as set out in schedule 3 (Provisions for Meetings of Noteholders) to the Applicable Agency Agreement, Noteholders have, by way of extraordinary resolutions (the “Extraordinary Resolutions”) set out in the notice convening a meeting of holders of the relevant Notes (the “Notice”), inter alia, (i) approved the modification of the applicable Conditions as set out in the Annexes to the Notice, with effect on and from the Effective Date (as defined below); and (ii) authorised, directed, requested and empowered the Issuer, the Fiscal Agent, the Paying Agent, the Transfer Agent, the Calculation Agent and the Registrar to enter into this Supplemental Agency Agreement to effect such amendments. (C) The Supplemental Agency Agreement referred to in the Extraordinary Resolutions was a draft of this Supplemental Agency Agreement. It is agreed as follows: 1 Interpretation 1.1 Construction of Certain References: References to capitalised terms not defined in this Supplemental Agency Agreement are to those terms as defined in the Applicable Agency Agreement. 1.2 Headings: Headings shall be ignored in construing this Supplemental Agency Agreement. 2 Modification of the Conditions 2.1 In accordance with the Extraordinary Resolutions, on and from 21 May 2026 (the “Effective Date”), the Conditions as included in each of the Applicable Agency Agreements are modified as follows in respect of each Series, the opening words, the Conditions 3, 4, 10(a) and 11(a) and, as applicable, Conditions 6(f) and 6(g) are hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set out in Schedule 2 to this Supplemental 3220545540 2 Agency Agreement. The amended and restated Conditions are set out in Schedules 4, 5 and 6 hereto. 2.2 Save as amended by this Supplemental Agency Agreement, the Applicable Agency Agreements and the Conditions of the Notes shall remain in full force and effect in respect of the Notes. 2.3 The Issuer shall, in accordance with Condition 14 or the notice conditions described in the Global Note (if applicable), notify the Holders of the modification to the Conditions of the Notes as soon as reasonably practicable after the Effective Date. 3 Modification of the Meeting Provision In accordance with the Extraordinary Resolutions, on and from the Effective Date, the provisions for meetings of Noteholders as set out in schedule 3 (Provisions for Meetings of Noteholders) to each of the Applicable Agency Agreements are hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set out in Schedule 3 to this Supplemental Agency Agreement. 4 General 4.1 This Supplemental Agency Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when so executed shall constitute one and the same binding agreement between the parties. Any party may enter into this Supplemental Agency Agreement by signing any such counterpart. 4.2 Each Applicable Agency Agreement shall henceforth be read and construed as one document with this Supplemental Agency Agreement. 4.3 The provisions of each Applicable Agency Agreement as modified by this Supplemental Agency Agreement shall be valid and binding obligations of each of the Issuer, the Fiscal Agent, the Paying Agent, the Transfer Agent, the Calculation Agent and the Registrar. Save as expressly set out above, all terms and conditions of each Applicable Agency Agreement shall remain in full force and effect. 4.4 This Supplemental Agency Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by, and shall be construed in accordance with, Dutch law. Clause 21 of the 2021 Agency Agreement and the 2023 Agency Agreement, and Clause 22 of the 2025 Agency Agreement (as applicable), shall apply to this Supplemental Agency Agreement as if specifically set out herein. In relation to any legal action or proceedings arising out of or in connection with this Supplemental Agency Agreement (“Proceedings”), each of the parties irrevocably submits to the exclusive jurisdiction of the district court in Amsterdam, the Netherlands, and its appellate courts in the Netherlands, and waives any objection to Proceedings in such courts whether on the ground of venue or on the ground that the Proceedings have been brought in an inconvenient forum. [Remainder of this page intentionally left blank] --- ![Slide 2]() > **Source slide transcript** > > 3220545540 [Signature page to the Supplemental Agency Agreement] This Supplemental Agency Agreement has been entered into on the date stated at the beginning. JDEP COFFEE B.V. By: /s/ Robbe Martens____________ Name: Robbe Martens 3220545540 7 Signed for and on behalf of DEUTSCHE BANK AG, LONDON BRANCH as Fiscal Agent, Paying Agent, Transfer Agent and Calculation Agent By: /s/ Paul Yetton_______________ Name: Paul Yetton Vice President By: /s/ Christopher English_________ Name: Christopher English Director 3220545540 8 Signed for and on behalf of DEUTSCHE BANK LUXEMBOURG, S.A. as Fiscal Agent, Paying Agent, Transfer Agent and Calculation Agent By: /s/ Paul Yetton_______________ Name: Paul Yetton Attorney By: /s/ Christopher English_________ Name: Christopher English Attorney 3220545540 9 Schedule 1 Applicable Agency Agreement and relevant Series of Notes Applicable Agency Agreement Description of the Series of Notes ISIN / Common Code Outstanding nominal amount Year of issuance The fiscal agency EUR 750,000,000 XS2354569407/ EUR 750,000,000 2021 agreement dated 28 May 0.500% due 16 235456940 2021 between, inter alia, January 2029 the Issuer, the Paying Agent and the Registrar (the “2021 Agency Agreement”) 2021 Agency Agreement EUR 500,000,000 XS2354444379/ EUR 500,000,000 2021 1.125% due 16 June 235444437 2033 2021 Agency Agreement EUR 600,000,000 XS2407010656/ EUR 600,000,000 2021 0.625% due 9 February 240701065 2028 The amended and restated EUR 500,000,000 XS2728561098/ EUR 500,000,000 2023 agency agreement dated 4.125% due 23 January 272856109 12 May 2023 between, 2030 inter alia, the Issuer, the Paying Agent and the Registrar (the “2023 Agency Agreement”) 2023 Agency Agreement EUR 500,000,000 XS2728560959/ EUR 500,000,000 2023 4.500% due 23 January 272856095 2034 The amended and restated EUR 600,000,000 XS3248357926/ EUR 750,000,000 2025 agency agreement dated Floating Rate Notes 324835792 15 May 2025 between, due December 2027 inter alia, the Issuer, the Paying Agent and the Registrar (the “2025 Agency Agreement”)] --- ![Slide 3]() > **Source slide transcript** > > 3220545540 10 Schedule 2 Conditions 3220545540 11 PART A – BLACKLINE AGAINST CONDITIONS APPLICABLE TO THE NOTES SUBJECT TO THE 2021 AGENCY AGREEMENT Condition 3 (Guarantees and Status) 3220545540 12 Condition 4 (Negative Plegde) 3220545540 13 --- ![Slide 4]() > **Source slide transcript** > > 3220545540 14 Condition 10(a) (Events of Default) 3220545540 15 3220545540 16 Condition 11(a) (Meetings of Noteholders and Modifications) 3220545540 17 PART B – BLACKLINE AGAINST CONDITIONS APPLICABLE TO NOTES SUBJECT TO THE 2023 AND 2025 AGENCY AGREEMENTS Condition 3 (Status) --- ![Slide 5]() > **Source slide transcript** > > 3220545540 18 Condition 4 (Negative Pledge) 3220545540 19 Condition 6(f) (Purchases) and (g) (Cancellation) Condition 10(a) (Events of Default) 3220545540 20 3220545540 21 Condition 11(a) (Meetings of Noteholders and Modifications) --- ![Slide 6]() > **Source slide transcript** > > 3220545540 22 Schedule 3 Meeting Provisions 3220545540 23 PART A – BLACKLINE AGAINST MEETING PROVISIONS APPLICABLE TO THE NOTES SUBJECT TO THE 2021 AGENCY AGREEMENT Clause 2.7 (Powers of meetings) 3220545540 24 PART B – BLACKLINE AGAINST MEETING PROVISIONS APPLICABLE TO THE NOTES SUBJECT TO THE 2023 AND 2025 AGENCY AGREEMENT Clause 1 (Interpretation) Clause 2.7 (Powers of meetings) 3220545540 25 Schedule 4 Amended and restated Conditions applicable to the Notes subject to the 2021 Agency Agreement --- ![Slide 7]() > **Source slide transcript** > > 1 TERMS AND CONDITIONS OF THE NOTES The following is the text of the terms and conditions that, subject to completion and amendment and as supplemented or varied in accordance with the provisions of Part A of the relevant Final Terms, shall be applicable to the Notes in definitive form (if any) issued in exchange for the Global Note(s) representing each Series. Either (i) the full text of these terms and conditions together with the relevant provisions of Part A of the Final Terms or (ii) these terms and conditions as so completed, amended, supplemented or varied (and subject to simplification by the deletion of non-applicable provisions), shall be endorsed on such Bearer Notes or on the Certificates relating to such Registered Notes. All capitalised terms that are not defined in these Conditions will have the meanings given to them in Part A of the relevant Final Terms. Those definitions will be endorsed on the definitive Notes or Certificates, as the case may be. References in the Conditions to “Notes” are to the Notes of one Series only, not to all Notes that may be issued under the Programme. The Notes are issued pursuant to an Agency Agreement (as amended or supplemented as at the Issue Date, the “Agency Agreement”) originally dated 28 May 2021 between JDEP Coffee B.V. (the “Issuer” ), Deutsche Bank AG, London Branch as fiscal agent and the other agents named in it and Deutsche Bank Luxembourg S.A. as registrar, and with the benefit of a deed of guarantee (the “Deed of Guarantee”) dated 21 May 2026 executed by the Issuer, Maple Parent Holdings Corp. (“Maple”), Keurig Dr Pepper Inc. (“KDP”), the other Guarantors (as defined in Condition 3(a). The fiscal agent, the paying agents, the registrar, the transfer agents and the calculation agent(s) for the time being (if any) are referred to below respectively as the “Fiscal Agent”, the “Paying Agents” (which expression shall include the Fiscal Agent), the “Registrar”, the “Transfer Agents” and the “Calculation Agent(s)”. The Noteholders (as defined below), the holders of the interest coupons (the “Coupons”) relating to interest bearing Notes in bearer form and, where applicable in the case of such Notes, talons for further Coupons (the “Talons”) (the “Couponholders”) are deemed to have notice of all of the provisions of the Agency Agreement applicable to them. As used in these terms and conditions (the “Conditions”), “Tranche” means Notes which are identical in all respects and “Series” means a Tranche of Notes together with any further Tranche or Tranches of Notes which are (i) expressed to be consolidated and form a single series and (ii) are identical in all respects (including as to listing) except for their respective Issue Dates, Interest Commencement Dates and/or Issue Prices. Copies of the Agency Agreement are available for inspection at the specified offices of each of the Issuer, the Paying Agents, the Registrar and the Transfer Agents. 1 Form, Denomination and Title The Notes are issued in bearer form (“Bearer Notes”) or in registered form (“Registered Notes”) in each case in the Specified Denomination(s) shown hereon. This Note is a Fixed Rate Note, a Floating Rate Note or a Zero Coupon Note, a combination of any of the foregoing or any other kind of Note, depending upon the Interest and Redemption/Payment Basis shown hereon. Bearer Notes are serially numbered and are issued with Coupons (and, where appropriate, a Talon) attached, save in the case of Zero Coupon Notes in which case references to interest (other than in relation to interest due after the Maturity Date), Coupons and Talons in these Conditions are not applicable. Registered Notes are represented by registered certificates (“Certificates”) and, save as provided in Condition 2(c), each Certificate shall represent the entire holding of Registered Notes by the same holder. Title to the Bearer Notes and the Coupons and Talons shall pass by delivery. Title to the Registered Notes shall pass by registration in the register that the Issuer shall procure to be kept by the Registrar in accordance with 2 the provisions of the Agency Agreement (the “Register”). Except as ordered by a court of competent jurisdiction or as required by law, the holder (as defined below) of any Note, Coupon or Talon shall be deemed to be and may be treated as its absolute owner for all purposes, whether or not it is overdue and regardless of any notice of ownership, trust or an interest in it, any writing on it (or on the Certificate representing it) or its theft or loss (or that of the related Certificate) and no person shall be liable for so treating the holder. In these Conditions, “Noteholder” means the bearer of any Bearer Note or the person in whose name a Registered Note is registered (as the case may be), “holder” (in relation to a Note, Coupon or Talon) means the bearer of any Bearer Note, Coupon or Talon or the person in whose name a Registered Note is registered (as the case may be) and capitalised terms have the meanings given to them hereon, the absence of any such meaning indicating that such term is not applicable to the Notes. 2 No Exchange of Notes and Transfers of Registered Notes (a) No Exchange of Notes: Registered Notes may not be exchanged for Bearer Notes. Bearer Notes of one Specified Denomination may not be exchanged for Bearer Notes of another Specified Denomination. Bearer Notes may not be exchanged for Registered Notes. (b) Transfer of Registered Notes: One or more Registered Notes may be transferred upon the surrender (at the specified office of the Registrar or any Transfer Agent) of the Certificate representing such Registered Notes to be transferred, together with the form of transfer endorsed on such Certificate, (or another form of transfer substantially in the same form and containing the same representations and certifications (if any), unless otherwise agreed by the Issuer), duly completed and executed and any other evidence as the Registrar or Transfer Agent may reasonably require. In the case of a transfer of part only of a holding of Registered Notes represented by one Certificate, a new Certificate shall be issued to the transferee in respect of the part transferred and a further new Certificate in respect of the balance of the holding not transferred shall be issued to the transferor. All transfers of Notes and entries on the Register will be made subject to the detailed regulations concerning transfers of Notes scheduled to the Agency Agreement. The regulations may be changed by the Issuer, with the prior written approval of the Registrar and the Noteholders. A copy of the current regulations will be made available by the Registrar to any Noteholder upon request. (c) Exercise of Options or Partial Redemption in Respect of Registered Notes: In the case of an exercise of an Issuer’s or Noteholders’ option in respect of, or a partial redemption of, a holding of Registered Notes represented by a single Certificate, a new Certificate shall be issued to the holder to reflect the exercise of such option or in respect of the balance of the holding not redeemed. In the case of a partial exercise of an option resulting in Registered Notes of the same holding having different terms, separate Certificates shall be issued in respect of those Notes of that holding that have the same terms. New Certificates shall only be issued against surrender of the existing Certificates to the Registrar or any Transfer Agent. In the case of a transfer of Registered Notes to a person who is already a holder of Registered Notes, a new Certificate representing the enlarged holding shall only be issued against surrender of the Certificate representing the existing holding. (d) Delivery of New Certificates: Each new Certificate to be issued pursuant to Conditions 2 (b) or (c) shall be available for delivery within three business days of receipt of the form of transfer or Exercise Notice (as defined in Condition 6(e)) and surrender of the Certificate for exchange. Delivery of the new Certificate(s) shall be made at the specified office of the Transfer Agent or of the Registrar (as the case may be) to whom delivery or surrender of such form of transfer, Exercise Notice or Certificate shall have been made or, at the option of the holder making such delivery or surrender as aforesaid and as specified in the relevant form of transfer, Exercise Notice or otherwise in writing, be mailed by uninsured 3 post at the risk of the holder entitled to the new Certificate to such address as may be so specified, unless such holder requests otherwise and pays in advance to the relevant Agent (as defined in the Agency Agreement) the costs of such other method of delivery and/or such insurance as it may specify. In this Condition 2(d), “business day” means a day, other than a Saturday or Sunday, on which banks are open for business in the place of the specified office of the relevant Transfer Agent or the Registrar (as the case may be). (e) Transfer Free of Charge: Transfers of Notes and Certificates on registration, transfer, partial redemption or exercise of an option shall be effected without charge by or on behalf of the Issuer, the Registrar or the Transfer Agents, but upon payment of any tax or other governmental charges that may be imposed in relation to it (or the giving of such indemnity as the Registrar or the relevant Transfer Agent may require). (f) Closed Periods: No Noteholder may require the transfer of a Registered Note to be registered (i) during the period of 15 days ending on the due date for redemption of that Note, (ii) during the period of 15 days before any date on which Notes may be called for redemption by the Issuer at its option pursuant to Condition 6(d), (iii) after any such Note has been called for redemption or (iv) during the period of seven days ending on (and including) any Record Date. 3 Guarantees and Status (a) Guarantees: (i) Until the Separation, KDP and all of KDP’s existing and future subsidiaries (other than the Issuer) that guarantee any of KDP’s other indebtedness (such guarantors that are subsidiaries of KDP but not subsidiaries of Maple (the “KDP Guarantors”), and (ii) subsequent to the Separation, Maple and all of Maple’s existing and future subsidiaries (other than the Issuer) that guarantee any of Maple’s other indebtedness (the “Maple Guarantors” and together with KDP and the KDP Guarantors, the “Guarantors”, which term shall include any Guarantor added to the Deed of Guarantee and shall exclude any Guarantor released in accordance with Condition 3(c)), in each case will unconditionally and irrevocably guarantee (subject to the provisions of Condition 3(c) below) the due payment of all sums expressed to be payable by the Issuer under the Notes and the Coupons. Its obligations in that respect (each a “Guarantee” and together the “Guarantees”) are contained in the Deed of Guarantee. (b) Status of Notes and Guarantees: The Notes and the Coupons relating to them constitute (subject to Condition 4) unsecured obligations of the Issuer and shall at all times rank pari passu and without any preference among themselves. The payment obligations of the Issuer under the Notes and the Coupons relating to them and of the Guarantors under the Guarantees shall, save for such exceptions as may be provided by applicable legislation and subject to Condition 4, at all times rank at least equally with all other unsecured and unsubordinated indebtedness and monetary obligations of the Issuer and each of the Guarantors respectively, present and future. (c) Release of a Guarantor: Pursuant to its terms, each Guarantee (but not any payment obligation under a Guarantee which has already become due and payable) will be automatically and unconditionally released (and thereupon shall terminate and be discharged and be of no further force and effect) upon the occurrence of any other termination or release event as set out in the Deed of Guarantee, including, without limitation, upon the Separation in the case of the Guarantees by KDP and the KDP Guarantors. “Coffee Business” means, collectively, (A) (i) the “U.S. Coffee” operating segment of KDP excluding the sales related to the distribution of ready-to-drink La Colombe coffee beverages and (ii) that portion of the “International” operating segment of KDP consisting of sales in Canada from the manufacture and distribution of finished goods relating to single serve brewers, K-Cup pods, AltaRounds pressed coffee and other coffee products and (B) the business of JDE Peet’s and its subsidiaries. 4 “Separation” means the proposed separation of all or substantially all of the Coffee Business through (x) a contribution, directly or indirectly, of the applicable assets and liabilities of such business and/or through a contribution, directly or indirectly, of the applicable legal entities comprising such business to Maple (or a subsidiary of Maple), in each case to the extent such assets, liabilities or entities are not already held by Maple or a subsidiary of Maple, and (y) the distribution of outstanding equity securities of Maple (or a direct or indirect parent of Maple) to the holders of common stock of KDP as of a record date to be determined by KDP, in each case of the foregoing, in a transaction qualifying under Section 355 or Section 361 of the United States Internal Revenue Code of 1986 (the “Code”), as amended, together with any transactions related thereto or contemplated thereby. (d) Notice of change of Guarantors: Notice of any grant of a new guarantee or release of a Guarantor pursuant to Condition 3(a) or Condition 3(c), respectively, will be given to Noteholders in accordance with Condition 14, no later than 14 days after such grant or release. 4 Negative Pledge So long as any Note or Coupon remains outstanding (as defined in the Agency Agreement) neither the Issuer nor any of the Guarantors that is a Subsidiary of the Issuer (such Guarantors, the “Subsidiary Guarantors”) will, and will ensure that none of its Material Subsidiaries will create, or have outstanding any mortgage, charge, lien, pledge or other security interest, upon the whole or any part of its present or future undertaking, assets or revenues (including any uncalled capital) to secure any Capital Markets Indebtedness or to secure any guarantee or indemnity in respect of any Capital Markets Indebtedness without at the same time or prior thereto according to the Notes and the Coupons the same security as is created or subsisting to secure any such Capital Markets Indebtedness, guarantee or indemnity or such other security as shall be approved by an Extraordinary Resolution (as defined in the Agency Agreement) of the Noteholders. In these Conditions: (i) “Capital Markets Indebtedness” means any indebtedness, present or future, of the Issuer, any of the Guarantors or any third party in the form of notes or bond or similar instruments with an original maturity of more than one year, which can be traded on any stock exchange or other securities market; (ii) “Material Subsidiary” means any Subsidiary of the Parent Guarantor, the adjusted consolidated earnings before interest and taxes (“Adjusted EBIT”) of which represents 10 per cent. or more of the Parent Guarantor’s consolidated Adjusted EBIT as reflected in its most recent annual report, provided that, in the case of a Subsidiary acquired or incorporated by the Parent Guarantor during or after the financial year shown in the Parent Guarantor’s most recent annual audited financial statements, such calculation shall be made on the basis of the contribution of such Subsidiary considered on a pro forma basis as if it had been acquired at the beginning of the relevant period, with the pro forma calculation (including any adjustments) being made by the Parent Guarantor acting in good faith. (iii) “Parent Guarantor” means (i) prior to the Separation, KDP and (ii) immediately following the Separation, Maple or any direct or indirect parent company of Maple that is a Guarantor. (iv) “Person” means any individual, company, corporation, firm, partnership, joint venture, association, organisation, state or agency of a state or other entity, whether or not having separate legal personality. (v) “Subsidiary” means, in relation to any Person (the “first Person”) at any particular time, any other Person (the “second Person”): --- ![Slide 8]() > **Source slide transcript** > > 5 (A) whose affairs and policies the first Person controls or has the power to control, whether by ownership of share capital, contract, the power to appoint or remove members of the governing body of the second Person or otherwise; or (B) whose financial statements are, in accordance with applicable law and generally accepted accounting principles, consolidated with those of the first Person. 5 Interest and other Calculations (a) Interest on Fixed Rate Notes: Each Fixed Rate Note bears interest on its outstanding nominal amount from and including the Interest Commencement Date at the rate per annum (expressed as a percentage) equal to the Rate of Interest, such interest being payable in arrear on each Interest Payment Date. The amount of interest payable shall be determined in accordance with Condition 5(h). (b) Interest on Floating Rate Notes: (i) Interest Payment Dates: Each Floating Rate Note bears interest on its outstanding nominal amount from and including the Interest Commencement Date at the rate per annum (expressed as a percentage) equal to the Rate of Interest, such interest being payable in arrear on each Interest Payment Date. The amount of interest payable shall be determined in accordance with Condition 5(h). Such Interest Payment Date(s) is/are either shown hereon as Specified Interest Payment Dates or, if no Specified Interest Payment Date(s) is/are shown hereon, Interest Payment Date shall mean each date which falls the number of months or other period shown hereon as the Interest Period after the preceding Interest Payment Date or, in the case of the first Interest Payment Date, after the Interest Commencement Date. (ii) Business Day Convention: If any date referred to in these Conditions that is specified to be subject to adjustment in accordance with a Business Day Convention would otherwise fall on a day that is not a Business Day, then, if the Business Day Convention specified is (A) the Floating Rate Business Day Convention, such date shall be postponed to the next day that is a Business Day unless it would thereby fall into the next calendar month, in which event (x) such date shall be brought forward to the immediately preceding Business Day and (y) each subsequent such date shall be the last Business Day of the month in which such date would have fallen had it not been subject to adjustment, (B) the Following Business Day Convention, such date shall be postponed to the next day that is a Business Day, (C) the Modified Following Business Day Convention, such date shall be postponed to the next day that is a Business Day unless it would thereby fall into the next calendar month, in which event such date shall be brought forward to the immediately preceding Business Day or (D) the Preceding Business Day Convention, such date shall be brought forward to the immediately preceding Business Day. (iii) Rate of Interest for Floating Rate Notes: The Rate of Interest in respect of Floating Rate Notes for each Interest Accrual Period shall be determined in the manner specified hereon and the provisions below relating to either ISDA Determination or Screen Rate Determination shall apply, depending upon which is specified hereon. (A) ISDA Determination for Floating Rate Notes Where ISDA Determination is specified hereon as the manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest Accrual Period shall be determined by the Calculation Agent as a rate equal to the relevant ISDA Rate. For the purposes of this sub-paragraph (A), “ISDA Rate” for an Interest Accrual Period means a rate equal to the Floating Rate that would be determined by the Calculation Agent under 6 a Swap Transaction under the terms of an agreement incorporating the ISDA Definitions and under which: (x) the Floating Rate Option is as specified hereon (y) the Designated Maturity is a period specified hereon and (z) the relevant Reset Date is the first day of that Interest Accrual Period unless otherwise specified hereon. For the purposes of this sub-paragraph (A), “Floating Rate”, “Calculation Agent”, “Floating Rate Option”, “Designated Maturity”, “Reset Date” and “Swap Transaction” have the meanings given to those terms in the ISDA Definitions. (B) Screen Rate Determination for Floating Rate Notes (a) Where Screen Rate Determination is specified hereon as the manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest Accrual Period will, subject as provided below, be either: (1) the offered quotation; or (2) the arithmetic mean of the offered quotations, (expressed as a percentage rate per annum) for the Reference Rate which appears or appear, as the case may be, on the Relevant Screen Page as at either 11.00 a.m. (Brussels time in the case of EURIBOR) on the Interest Determination Date in question as determined by the Calculation Agent. If five or more of such offered quotations are available on the Relevant Screen Page, the highest (or, if there is more than one such highest quotation, one only of such quotations) and the lowest (or, if there is more than one such lowest quotation, one only of such quotations) shall be disregarded by the Calculation Agent for the purpose of determining the arithmetic mean of such offered quotations. If the Reference Rate from time to time in respect of Floating Rate Notes is specified hereon as being other than EURIBOR, the Rate of Interest in respect of such Notes will be determined as provided hereon. (b) if the Relevant Screen Page is not available or, if sub-paragraph (x)(1) applies and no such offered quotation appears on the Relevant Screen Page, or, if sub- paragraph (x)(2) applies and fewer than three such offered quotations appear on the Relevant Screen Page, in each case as at the time specified above, subject as provided below, the Issuer shall request, if the Reference Rate is EURIBOR, the principal Euro-zone office of each of the Reference Banks, to provide the Calculation Agent with its offered quotation (expressed as a percentage rate per annum) for the Reference Rate, if the Reference Rate is EURIBOR, at approximately 11.00 a.m. (Brussels time) on the Interest Determination Date in question. If two or more of the Reference Banks provide the Calculation Agent with such offered quotations, the Rate of Interest for such Interest Accrual Period shall be the arithmetic mean of such offered quotations as determined by the Calculation Agent; and (c) if paragraph (y) above applies and the Calculation Agent determines that fewer than two Reference Banks are providing offered quotations, subject as provided 7 below, the Rate of Interest shall be the arithmetic mean of the rates per annum (expressed as a percentage) as communicated to (at the request of the Issuer) the Calculation Agent by the Reference Banks or any two or more of them, at which such banks were offered, if the Reference Rate is EURIBOR, at approximately 11.00 a.m. (Brussels time) on the relevant Interest Determination Date, deposits in the Specified Currency for a period equal to that which would have been used for the Reference Rate by leading banks in, if the Reference Rate is EURIBOR, the Euro-zone inter-bank market or, if fewer than two of the Reference Banks provide the Calculation Agent with such offered rates, the offered rate for deposits in the Specified Currency for a period equal to that which would have been used for the Reference Rate, or the arithmetic mean of the offered rates for deposits in the Specified Currency for a period equal to that which would have been used for the Reference Rate, at which, if the Reference Rate is EURIBOR, at approximately 11.00 a.m. (Brussels time), on the relevant Interest Determination Date, any one or more banks (which bank or banks is or are in the opinion of the Issuer suitable for such purpose) informs the Calculation Agent it is quoting to leading banks in, if the Reference Rate is EURIBOR, the Euro-zone inter-bank market, as the case may be, provided that, if the Rate of Interest cannot be determined in accordance with the foregoing provisions of this paragraph, the Rate of Interest shall be determined as at the last preceding Interest Determination Date (though substituting, where a different Margin or Maximum or Minimum Rate of Interest is to be applied to the relevant Interest Accrual Period from that which applied to the last preceding Interest Accrual Period, the Margin or Maximum or Minimum Rate of Interest relating to the relevant Interest Accrual Period, in place of the Margin or Maximum or Minimum Rate of Interest relating to that last preceding Interest Accrual Period). (C) Linear Interpolation Where Linear Interpolation is specified hereon as applicable in respect of an Interest Accrual Period, the Rate of Interest for such Interest Accrual Period shall be calculated by the Calculation Agent by straight line linear interpolation by reference to two rates based on the relevant Reference Rate (where Screen Rate Determination is specified hereon as applicable) or the relevant Floating Rate Option (where ISDA Determination is specified hereon as applicable), one of which shall be determined as if the Applicable Maturity were the period of time for which rates are available next shorter than the length of the relevant Interest Accrual Period and the other of which shall be determined as if the Applicable Maturity were the period of time for which rates are available next longer than the length of the relevant Interest Accrual Period provided however that if there is no rate available for the period of time next shorter or, as the case may be, next longer, then the Calculation Agent shall determine such rate at such time and by reference to such sources as it determines appropriate. “Applicable Maturity” means: (a) in relation to Screen Rate Determination, the period of time designated in the Reference Rate, and (b) in relation to ISDA Determination, the Designated Maturity. 8 (iv) Benchmark discontinuation (A) Independent Adviser If a Benchmark Event occurs in relation to an Original Reference Rate when any Rate of Interest (or any component part thereof) remains to be determined by reference to such Original Reference Rate the Issuer shall use its reasonable endeavours to appoint an Independent Adviser, as soon as reasonably practicable, to determine a Successor Rate, failing which an Alternative Rate (in accordance with Condition 5(b)(iv)(B)) and, in either case, an Adjustment Spread and any Benchmark Amendments (in accordance with Condition5(b)(iv)(D)). In making such determination, the Independent Adviser appointed pursuant to this Condition 5(b)(iv) shall act in good faith and in a commercially reasonable manner as an expert. In the absence of bad faith or fraud, the Independent Adviser shall have no liability whatsoever to the Issuer, the Fiscal Agent, the Paying Agents, the Noteholders or the Couponholders for any determination made by it, pursuant to this Condition 5(b)(iv). If (i) the Issuer is unable to appoint an Independent Adviser; or (ii) the Independent Adviser appointed by it fails to determine a Successor Rate or, failing which, an Alternative Rate in accordance with this Condition 5(b)(iv)(A) prior to the date which is 10 business days prior to the relevant Interest Determination Date, the Rate of Interest applicable to the next succeeding Interest Accrual Period shall be equal to the Rate of Interest last determined in relation to the Notes in respect of the immediately preceding Interest Accrual Period. If there has not been a first Interest Payment Date, the Rate of Interest shall be the initial Rate of Interest / determined using the Original Reference Rate last displayed on the relevant Screen Page prior to the relevant Interest Determination Date. Where a different Margin or Maximum or Minimum Rate of Interest is to be applied to the relevant Interest Accrual Period from that which applied to the last preceding Interest Accrual Period, the Margin or Maximum or Minimum Rate of Interest relating to the relevant Interest Accrual Period shall be substituted in place of the Margin or Maximum or Minimum Rate of Interest relating to that last preceding Interest Accrual Period. For the avoidance of doubt, this paragraph shall apply to the relevant next succeeding Interest Accrual Period only and any subsequent Interest Accrual Periods are subject to the subsequent operation of, and to adjustment as provided in, the first paragraph of this Condition 5(b)(iv)(A). (B) Successor Rate or Alternative Rate If the Independent Adviser, determines that: (i) there is a Successor Rate, then such Successor Rate and the applicable Adjustment Spread shall subsequently be used in place of the Original Reference Rate to determine the Rate of Interest (or the relevant component part thereof) for all future payments of interest on the Notes (subject to the operation of this Condition 5(b)(iv)); or (ii) there is no Successor Rate but that there is an Alternative Rate, then such Alternative Rate and the applicable Adjustment Spread shall subsequently be used in place of the Original Reference Rate to determine the Rate of Interest (or the relevant component part thereof) for all future payments of interest on the Notes (subject to the operation of this Condition 5(b)(iv)). --- ![Slide 9]() > **Source slide transcript** > > 9 (C) Adjustment Spread The Adjustment Spread (or the formula or methodology for determining the Adjustment Spread) shall be applied to the Successor Rate or the Alternative Rate (as the case may be). If the Independent Adviser is unable to determine the quantum of, or a formula or methodology for determining, such Adjustment Spread, then the Successor Rate or Alternative Rate (as applicable) will apply without an Adjustment Spread. (D) Benchmark Amendments If any Successor Rate or Alternative Rate and, in either case, the applicable Adjustment Spread is determined in accordance with this Condition 5(b)(iv) and the Independent Adviser, determines (i) that amendments to these Conditions and/or the Agency Agreement are necessary to ensure the proper operation of such Successor Rate or Alternative Rate and/or (in either case) the applicable Adjustment Spread (such amendments, the “Benchmark Amendments”) and (ii) the terms of the Benchmark Amendments, then the Issuer shall, subject to giving notice thereof in accordance with Condition 5(b)(iv)(E), without any requirement for the consent or approval of Noteholders, vary these Conditions and/or the Agency Agreement to give effect to such Benchmark Amendments with effect from the date specified in such notice. Notwithstanding any other provision of this Condition 5(b)(iv), the Calculation Agent or any Paying Agent is not obliged to concur with the Issuer or the Independent Adviser in respect of any changes or amendments as contemplated under this Condition 5(b)(iv) to which, in the sole opinion of the Calculation Agent or the relevant Paying Agent, as the case may be, would impose more onerous obligations upon it or expose it to any additional duties, responsibilities or liabilities or reduce or amend the protective provisions afforded to the Calculation Agent or the relevant Paying Agent (as applicable) in the Agency Agreement and/or these Conditions. In connection with any such variation in accordance with this Condition 5(b)(iv)(D), the Issuer shall comply with the rules of any stock exchange on which the Notes are for the time being listed or admitted to trading. (E) Notices, etc. Any Successor Rate, Alternative Rate, Adjustment Spread and the specific terms of any Benchmark Amendments determined under this Condition 5(b)(iv) will be notified at least 10 business days prior to the relevant Interest Determination Date by the Issuer to the Fiscal Agent, the Calculation Agent, the Paying Agents and, in accordance with Condition 14, the Noteholders. Such notice shall be irrevocable and shall specify the effective date of the Benchmark Amendments, if any. No later than notifying the Noteholders of the same, the Issuer shall deliver to the Fiscal Agent, the Calculation Agent and the Paying Agents a certificate signed by an executive director of the Issuer: (a) confirming (i) that a Benchmark Event has occurred, (ii) the Successor Rate or, as the case may be, the Alternative Rate, (iii) the applicable Adjustment Spread and (iv) the specific terms of the Benchmark Amendments (if any), in each case as determined in accordance with the provisions of this Condition 5(b)(iv); and 10 (b) certifying that the Benchmark Amendments (if any) are necessary to ensure the proper operation of such Successor Rate or Alternative Rate and (in either case) the applicable Adjustment Spread. The Fiscal Agent shall display such certificate at its offices, for inspection by the Noteholders at all reasonable times during normal business hours. Each of the Fiscal Agent, the Calculation Agent and the Paying Agents shall be entitled to rely on such certificate (without liability to any person) as sufficient evidence thereof. The Successor Rate or Alternative Rate and the Adjustment Spread and the Benchmark Amendments (if any) specified in such certificate will (in the absence of manifest error or bad faith in the determination of the Successor Rate or Alternative Rate and the Adjustment Spread and the Benchmark Amendments (if any) and without prejudice to the Fiscal Agent’s or the Calculation Agent’s or the Paying Agents’ ability to rely on such certificate as aforesaid) be binding on the Issuer, the Fiscal Agent, the Calculation Agent, the Paying Agents and the Noteholders. Notwithstanding any other provision of this Condition 5(b)(iv), if following the determination of any Successor Rate, Alternative Rate, Adjustment Spread or Benchmark Amendments (if any), in the Calculation Agent’s opinion there is any uncertainty between two or more alternative courses of action in making any determination or calculation under this Condition 5(b)(iv), the Calculation Agent shall promptly notify the Issuer thereof and the Issuer shall direct the Calculation Agent in writing as to which alternative course of action to adopt. If the Calculation Agent is not promptly provided with such direction, or is otherwise unable (other than due to its own gross negligence, willful default or fraud) to make such calculation or determination for any reason, it shall notify the Issuer thereof and the Calculation Agent shall be under no obligation to make such calculation or determination and (in the absence of such gross negligence, willful default or fraud) shall not incur any liability for not doing so. (F) Survival of Original Reference Rate Without prejudice to the obligations of the Issuer under Condition 5(b)(iv)(A), (B), (C) and (D), the Original Reference Rate and the fallback provisions provided for in Condition 5(b)(B) will continue to apply unless and until a Benchmark Event has occurred. (G) Definitions: As used in this Condition 5(b)(iv): “Adjustment Spread” means either (a) a spread (which may be positive, negative or zero) or (b) a formula or methodology for calculating a spread, in each case to be applied to the Successor Rate or the Alternative Rate (as the case may be) and is the spread, formula or methodology which: (i) in the case of a Successor Rate, is formally recommended in relation to the replacement of the Original Reference Rate with the Successor Rate by any Relevant Nominating Body; or (if no such recommendation has been made, or in the case of an Alternative Rate); (ii) the Independent Adviser determines, is customarily applied to the relevant Successor Rate or the Alternative Rate (as the case may be) in international debt capital markets transactions to produce an industry-accepted replacement rate for 11 the Original Reference Rate; or (if the Independent Adviser determines that no such spread is customarily applied) (iii) the Independent Adviser determines is recognised or acknowledged as being the industry standard for over-the-counter derivative transactions which reference the Original Reference Rate, where such rate has been replaced by the Successor Rate or the Alternative Rate (as the case may be). “Alternative Rate” means an alternative benchmark or screen rate which the Independent Adviser determines in accordance with Condition 5(b)(iv)(B) is customarily applied in international debt capital markets transactions for the purposes of determining rates of interest (or the relevant component part thereof) in the same Specified Currency as the Notes. “Benchmark Amendments” has the meaning given to it in Condition 5(b)(iv)(D). “Benchmark Event” means: (1) the Original Reference Rate ceasing to be published for a period of at least 5 Business Days or ceasing to exist; or (2) a public statement by the administrator of the Original Reference Rate that it has ceased or that it will cease publishing the Original Reference Rate permanently or indefinitely (in circumstances where no successor administrator has been appointed that will continue publication of the Original Reference Rate); or (3) a public statement by the supervisor of the administrator of the Original Reference Rate, that the Original Reference Rate has been or will be permanently or indefinitely discontinued; or (4) a public statement by the supervisor of the administrator of the Original Reference Rate as a consequence of which the Original Reference Rate will be prohibited from being used either generally, or in respect of the Notes; or (5) the making of a public statement by the supervisor of the administrator of the Original Reference Rate that the Original Reference Rate is or will be (or is or will be deemed by such supervisor to be) no longer representative of its relevant underlying market; or (6) it has become unlawful for any Paying Agent, the Calculation Agent, the Issuer or other party to calculate any payments due to be made to any Noteholder using the Original Reference Rate; provided that the Benchmark Event shall be deemed to occur (a) in the case of sub- paragraphs (2) and (3) above, on the date of the cessation of publication of the Original Reference Rate or the discontinuation of the Original Reference Rate, as the case may be, (b) in the case of sub-paragraph (4) above, on the date of the prohibition of use of the Original Reference Rate and (c) in the case of sub-paragraph (5) above, on the date with effect from which the Original Reference Rate will no longer be (or will be deemed by the relevant supervisor to no longer be) representative of its relevant underlying market and which is specified in the relevant public statement, and, in each case, not the date of the relevant public statement. 12 The occurrence of a Benchmark Event shall be determined by the Issuer and promptly notified to the Fiscal Agent, the Calculation Agent and the Paying Agents. For the avoidance of doubt, neither the Fiscal Agent, the Calculation Agent nor the Paying Agents shall have any responsibility for making such determination. “business day” means a day, other than a Saturday or Sunday, on which banks are open for business in the place of the specified office of the Calculation Agent. “Independent Adviser” means an independent financial institution of international repute or an independent financial adviser with appropriate expertise appointed by the Issuer under Condition 5(b)(iv)(A). “Original Reference Rate” means the originally-specified benchmark or screen rate (as applicable) used to determine the Rate of Interest (or any component part thereof) on the Notes. “Relevant Nominating Body” means, in respect of a benchmark or screen rate (as applicable): (i) the central bank for the currency to which the benchmark or screen rate (as applicable) relates, or any central bank or other supervisory authority which is responsible for supervising the administrator of the benchmark or screen rate (as applicable); or (ii) any working group or committee sponsored by, chaired or co-chaired by or constituted at the request of (a) the central bank for the currency to which the benchmark or screen rate (as applicable) relates, (b) any central bank or other supervisory authority which is responsible for supervising the administrator of the benchmark or screen rate (as applicable), (c) a group of the aforementioned central banks or other supervisory authorities or (d) the Financial Stability Board or any part thereof. “Successor Rate” means a successor to or replacement of the Original Reference Rate which is formally recommended by any Relevant Nominating Body. (c) Zero Coupon Notes: Where a Note the Interest Basis of which is specified to be Zero Coupon is repayable prior to the Maturity Date and is not paid when due, the amount due and payable prior to the Maturity Date shall be the Early Redemption Amount of such Note. As from the Maturity Date, the Rate of Interest for any overdue principal of such a Note shall be a rate per annum (expressed as a percentage) equal to the Amortisation Yield (as described in Condition 6(b)(i)). (d) Accrual of Interest: Interest shall cease to accrue on each Note on the due date for redemption unless, upon due presentation, payment is improperly withheld or refused, in which event interest shall continue to accrue (both before and after judgment) at the Rate of Interest in the manner provided in this Condition 5 to the Relevant Date (as defined in Condition 8). (e) Margin, Maximum/Minimum Rates of Interest and Redemption Amounts and Rounding: (i) If any Margin is specified hereon (either (x) generally, or (y) in relation to one or more Interest Accrual Periods), an adjustment shall be made to all Rates of Interest, in the case of (x), or the Rates of Interest for the specified Interest Accrual Periods, in the case of (y), calculated in accordance with (b) above by adding (if a positive number) or subtracting the absolute value (if a negative number) of such Margin subject always to the next paragraph. --- ![Slide 10]() > **Source slide transcript** > > 13 (ii) If any Maximum or Minimum Rate of Interest or Redemption Amount is specified hereon, then any Rate of Interest or Redemption Amount shall be subject to such maximum or minimum, as the case may be. (iii) For the purposes of any calculations required pursuant to these Conditions (unless otherwise specified), (x) all percentages resulting from such calculations shall be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point (with 0.000005 of a percentage point being rounded up), (y) all figures shall be rounded to seven significant figures (provided that if the eighth significant figure is a 5 or greater, the seventh significant shall be rounded up) and (z) all currency amounts that fall due and payable shall be rounded to the nearest unit of such currency (with half a unit being rounded up), save in the case of yen, which shall be rounded down to the nearest yen. For these purposes “unit” means the lowest amount of such currency that is available as legal tender in the country (or countries) of such currency. (f) Interest Rates Positive: Unless specified otherwise hereon, the rate of interest payable in respect of the Notes shall never be less than zero. If the method for determining the rate of interest applicable to the Notes would result in a negative figure, the applicable rate of interest will be deemed to be zero. (g) Calculations: The amount of interest payable per Calculation Amount in respect of any Note for any Interest Accrual Period shall be equal to the product of the Rate of Interest, the Calculation Amount specified hereon, and the Day Count Fraction for such Interest Accrual Period, unless an Interest Amount (or a formula for its calculation) is applicable to such Interest Accrual Period, in which case the amount of interest payable per Calculation Amount in respect of such Note for such Interest Accrual Period shall equal such Interest Amount (or be calculated in accordance with such formula). Where any Interest Period comprises two or more Interest Accrual Periods, the amount of interest payable per Calculation Amount in respect of such Interest Period shall be the sum of the Interest Amounts payable in respect of each of those Interest Accrual Periods. In respect of any other period for which interest is required to be calculated, the provisions above shall apply save that the Day Count Fraction shall be for the period for which interest is required to be calculated. (h) Determination and Publication of Rates of Interest, Interest Amounts, Final Redemption Amounts, Early Redemption Amounts and Optional Redemption Amounts: The Calculation Agent shall, as soon as practicable on such date as the Calculation Agent may be required to calculate any rate or amount, obtain any quotation or make any determination or calculation, determine such rate and calculate the Interest Amounts for the relevant Interest Accrual Period, calculate the Final Redemption Amount, Early Redemption Amount or Optional Redemption Amount, obtain such quotation or make such determination or calculation, as the case may be, and cause the Rate of Interest and the Interest Amounts for each Interest Accrual Period and the relevant Interest Payment Date and, if required to be calculated, the Final Redemption Amount, Early Redemption Amount or Optional Redemption Amount to be notified to the Fiscal Agent, the Issuer, each of the Paying Agents, the Noteholders, any other Calculation Agent appointed in respect of the Notes that is to make a further calculation upon receipt of such information and, if the Notes are listed on a stock exchange and the rules of such exchange or other relevant authority so require, such exchange or other relevant authority as soon as possible after their determination but in no event later than (i) the commencement of the relevant Interest Period, if determined prior to such time, in the case of notification to such exchange of a Rate of Interest and Interest Amount, or (ii) in all other cases, the fourth Business Day after such determination. Where any Interest Payment Date or Interest Period Date is subject to adjustment pursuant to Condition 5(b)(ii), the Interest Amounts and the Interest Payment Date so published may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without notice in the event of an extension or shortening of the Interest Period. If the Notes become due and payable under Condition 10, 14 the accrued interest and the Rate of Interest payable in respect of the Notes shall nevertheless continue to be calculated as previously in accordance with this Condition but no publication of the Rate of Interest or the Interest Amount so calculated need be made. The determination of any rate or amount, the obtaining of each quotation and the making of each determination or calculation by the Calculation Agent(s) shall (in the absence of manifest error) be final and binding upon all parties. (i) Definitions: In these Conditions, unless the context otherwise requires, the following defined terms shall have the meanings set out below: “Business Day” means: (i) in the case of a currency other than euro, a day (other than a Saturday or Sunday) on which commercial banks and foreign exchange markets settle payments in the principal financial centre for such currency; and/or (ii) in the case of euro, a day on which the TARGET System is operating (a “TARGET Business Day”); and/or (iii) in the case of a currency and/or one or more Business Centres, a day (other than a Saturday or a Sunday) on which commercial banks and foreign exchange markets settle payments in such currency in the Business Centre(s) or, if no currency is indicated, generally in each of the Business Centres; “Day Count Fraction” means, in respect of the calculation of an amount of interest on any Note for any period of time (from and including the first day of such period to but excluding the last) (whether or not constituting an Interest Period or an Interest Accrual Period, the “Calculation Period”): (i) if “Actual/Actual” or “Actual/Actual - ISDA” is specified hereon, the actual number of days in the Calculation Period divided by 365 (or, if any portion of that Calculation Period falls in a leap year, the sum of (A) the actual number of days in that portion of the Calculation Period falling in a leap year divided by 366 and (B) the actual number of days in that portion of the Calculation Period falling in a non-leap year divided by 365); (ii) if “Actual/365 (Fixed)” is specified hereon, the actual number of days in the Calculation Period divided by 365; (iii) if “Actual/365 (Sterling)” is specified hereon, the actual number of days in the Calculation Period divided by 365 or, in the case of an Interest Payment Date falling in a leap year, 366; (iv) if “Actual/360” is specified hereon, the actual number of days in the Calculation Period divided by 360; (v) if “30/360”, “360/360” or “Bond Basis” is specified hereon, the number of days in the Calculation Period divided by 360, calculated on a formula basis as follows: Day Count Fraction= 360 where: “Y1” is the year, expressed as a number, in which the first day of the Calculation Period falls; “Y2” is the year, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls; 360× (Y2- Y1) + 30× (M2- M1) + (D2- D1) 15 “M1” is the calendar month, expressed as a number, in which the first day of the Calculation Period falls; “M2” is the calendar month, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls; “D1” is the first calendar day, expressed as a number, of the Calculation Period, unless such number would be 31, in which case D1 will be 30; and “D2” is the calendar day, expressed as a number, immediately following the last day included in the Calculation Period, unless such number would be 31 and D1 is greater than 29, in which case D2 will be 30; (vi) if “30E/360” or “Eurobond Basis” is specified hereon, the number of days in the Calculation Period divided by 360, calculated on a formula basis as follows: Day Count Fraction= 360 where: “Y1” is the year, expressed as a number, in which the first day of the Calculation Period falls; “Y2” is the year, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls; “M1” is the calendar month, expressed as a number, in which the first day of the Calculation Period falls; “M2” is the calendar month, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls; “D1” is the first calendar day, expressed as a number, of the Calculation Period, unless such number would be 31, in which case D1 will be 30; and “D2” is the calendar day, expressed as a number, immediately following the last day included in the Calculation Period, unless such number would be 31, in which case D2 will be 30; (vii) if “30E/360 (ISDA)” is specified hereon, the number of days in the Calculation Period divided by 360, calculated on a formula basis as follows: Day Count Fraction= 360 where: “Y1” is the year, expressed as a number, in which the first day of the Calculation Period falls; “Y2” is the year, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls; “M1” is the calendar month, expressed as a number, in which the first day of the Calculation Period falls; “M2” is the calendar month, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls; 360× (Y2- Y1) + 30× (M2- M1) + (D2- D1) 360× (Y2- Y1) + 30× (M2- M1) + (D2- D1) 16 “D1” is the first calendar day, expressed as a number, of the Calculation Period, unless (i) that day is the last day of February or (ii) such number would be 31, in which case D1 will be 30; and “D2” is the calendar day, expressed as a number, immediately following the last day included in the Calculation Period, unless (i) that day is the last day of February but not the Maturity Date or (ii) such number would be 31, in which case D2 will be 30; (viii) if “Actual/Actual-ICMA” is specified hereon, (a) if the Calculation Period is equal to or shorter than the Determination Period during which it falls, the number of days in the Calculation Period divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Periods normally ending in any year; and (b) if the Calculation Period is longer than one Determination Period, the sum of: (x) the number of days in such Calculation Period falling in the Determination Period in which it begins divided by the product of (1) the number of days in such Determination Period and (2) the number of Determination Periods normally ending in any year; and (y) the number of days in such Calculation Period falling in the next Determination Period divided by the product of (1) the number of days in such Determination Period and (2) the number of Determination Periods normally ending in any year, where: “Determination Period” means the period from and including a Determination Date in any year to but excluding the next Determination Date; and “Determination Date” means the date(s) specified as such hereon or, if none is so specified, the Interest Payment Date(s). “Euro-zone” means the region comprised of member states of the European Union that adopt the single currency in accordance with the Treaty establishing the European Community, as amended; “Interest Accrual Period” means the period beginning on and including the Interest Commencement Date and ending on but excluding the first Interest Period Date and each successive period beginning on and including an Interest Period Date and ending on but excluding the next succeeding Interest Period Date; “Interest Amount” means: (i) in respect of an Interest Accrual Period, the amount of interest payable per Calculation Amount for that Interest Accrual Period and which, in the case of Fixed Rate Notes, and unless otherwise specified hereon, shall mean the Fixed Coupon Amount or Broken Amount specified hereon as being payable on the Interest Payment Date ending the Interest Period of which such Interest Accrual Period forms part; and (ii) in respect of any other period, the amount of interest payable per Calculation Amount for that period; “Interest Commencement Date” means the Issue Date or such other date as may be specified hereon; “Interest Determination Date” means, with respect to a Rate of Interest and Interest Accrual Period, the date specified as such hereon or, if none is so specified, (i) the first day of such Interest Accrual --- ![Slide 11]() > **Source slide transcript** > > 17 Period if the Specified Currency is Sterling or (ii) the day falling two Business Days in London for the Specified Currency prior to the first day of such Interest Accrual Period if the Specified Currency is neither Sterling nor euro or (iii) the day falling two TARGET Business Days prior to the first day of such Interest Accrual Period if the Specified Currency is euro; “Interest Payment Date” means the interest payment date(s) as specified as such hereon; “Interest Period” means the period beginning on and including the Interest Commencement Date and ending on but excluding the first Interest Payment Date and each successive period beginning on and including an Interest Payment Date and ending on but excluding the next succeeding Interest Payment Date unless otherwise specified hereon; “Interest Period Date” means each Interest Payment Date unless otherwise specified hereon; “ISDA Definitions” means the 2006 ISDA Definitions (as amended and updated as at the Issue Date of the first Tranche of the Notes), as published by the International Swaps and Derivatives Association, Inc., unless otherwise specified hereon; “Rate of Interest” means the rate of interest payable from time to time in respect of this Note and that is either specified or calculated in accordance with the provisions hereon; “Reference Banks” means, in the case of a determination of EURIBOR, the principal Euro-zone office of four major banks in the Euro-zone inter-bank market, in each case selected by the Issuer or as specified hereon; “Reference Rate” means the rate specified as such hereon; “Relevant Screen Page” means such page, section, caption, column or other part of a particular information service as may be specified hereon (or any successor or replacement page, section, caption, column or other part of a particular information service); “Specified Currency” means the currency specified as such hereon or, if none is specified, the currency in which the Notes are denominated; and “TARGET System” means the Trans-European Automated Real-Time Gross Settlement Express Transfer (known as TARGET2) System which was launched on 19 November 2007 or any successor thereto. (j) Calculation Agent: The Issuer shall procure that there shall at all times be one or more Calculation Agents if provision is made for them hereon and for so long as any Note is outstanding (as defined in the Agency Agreement). Where more than one Calculation Agent is appointed in respect of the Notes, references in these Conditions to the Calculation Agent shall be construed as each Calculation Agent performing its respective duties under the Conditions. If the Calculation Agent is unable or unwilling to act as such or if the Calculation Agent fails duly to establish the Rate of Interest for an Interest Accrual Period or to calculate any Interest Amount, Final Redemption Amount, Early Redemption Amount or Optional Redemption Amount, as the case may be, or to comply with any other requirement, the Issuer shall appoint a leading bank or financial institution engaged in the interbank market (or, if appropriate, money, swap or over-the-counter index options market) that is most closely connected with the calculation or determination to be made by the Calculation Agent (acting through its principal London office or any other office actively involved in such market) to act as such in its place. The Calculation Agent may not resign its duties without a successor having been appointed as aforesaid. 18 6 Redemption, Purchase and Options (a) Final Redemption: Unless previously redeemed, purchased and cancelled as provided below, each Note shall be finally redeemed on the Maturity Date specified hereon at its Final Redemption Amount (which, unless otherwise provided, is its nominal amount). (b) Early Redemption: (i) Zero Coupon Notes: (A) The Early Redemption Amount payable in respect of any Zero Coupon Note, the Early Redemption Amount of which is not linked to an index and/or a formula, upon redemption of such Note pursuant to Condition 6(c), Condition 6(d) or Condition 6(e) or upon it becoming due and payable as provided in Condition 10 shall be the Amortised Face Amount (calculated as provided below) of such Note unless otherwise specified hereon. (B) Subject to the provisions of sub-paragraph (C) below, the Amortised Face Amount of any such Note shall be the scheduled Final Redemption Amount of such Note on the Maturity Date discounted at a rate per annum (expressed as a percentage) equal to the Amortisation Yield (which, if none is shown hereon, shall be such rate as would produce an Amortised Face Amount equal to the issue price of the Notes if they were discounted back to their issue price on the Issue Date) compounded annually. (C) If the Early Redemption Amount payable in respect of any such Note upon its redemption pursuant to Condition 6(c), Condition 6(d) or Condition 6(e) or upon it becoming due and payable as provided in Condition 10 is not paid when due, the Early Redemption Amount due and payable in respect of such Note shall be the Amortised Face Amount of such Note as defined in sub-paragraph (B) above, except that such sub-paragraph shall have effect as though the date on which the Note becomes due and payable were the Relevant Date. The calculation of the Amortised Face Amount in accordance with this sub-paragraph shall continue to be made (both before and after judgment) until the Relevant Date, unless the Relevant Date falls on or after the Maturity Date, in which case the amount due and payable shall be the scheduled Final Redemption Amount of such Note on the Maturity Date together with any interest that may accrue in accordance with Condition 5(c). Where such calculation is to be made for a period of less than one year, it shall be made on the basis of the Day Count Fraction shown hereon. (ii) Other Notes: The Early Redemption Amount payable in respect of any Note (other than Notes described in (i) above), upon redemption of such Note pursuant to Condition 6(c), Condition 6(d) or Condition 6(e) or upon it becoming due and payable as provided in Condition 10, shall be the Final Redemption Amount unless otherwise specified hereon. (c) Redemption for Taxation Reasons: The Notes may be redeemed at the option of the Issuer in whole, but not in part, on any Interest Payment Date (if this Note is a Floating Rate Note) or, at any time, (if this Note is not a Floating Rate Note), on giving not less than 30 nor more than 60 days’ notice to the Noteholders (which notice shall be irrevocable), at their Early Redemption Amount (as described in Condition 6(b) above) (together with interest accrued to the date fixed for redemption), if (i) the Issuer (or, if any of the Guarantees were called, a Guarantor) has or will become obliged to pay additional amounts as provided or referred to in Condition 8 as a result of any change in, or amendment to, the laws or regulations of the Relevant Jurisdiction or any political subdivision or any authority thereof or therein having power to tax or any change in the application or official interpretation of such laws or regulations, 19 which change or amendment becomes effective on or after the date on which agreement is reached to issue the first Tranche of the Notes, and (ii) such obligation cannot be avoided by the Issuer (or the relevant Guarantor, as the case may be) taking reasonable measures available to it, provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer (or the relevant Guarantor, as the case may be) would be obliged to pay such additional amounts were a payment in respect of the Notes (or a Guarantee, as the case may be) then due. Prior to the publication of any notice of redemption pursuant to this Condition 6(c), the Issuer shall deliver to the Fiscal Agent a certificate signed by an executive director of the Issuer (or the relevant Guarantor, as the case may be) stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to redeem have occurred, and an opinion of independent legal advisers of recognised standing to the effect that the Issuer (or the relevant Guarantor, as the case may be) has or will become obliged to pay such additional amounts as a result of such change or amendment. In these Conditions, “Relevant Jurisdiction” means: (i) in respect of the Issuer and JDE International, the Netherlands or any political subdivision or any authority thereof or therein having power to tax and (ii) in respect of Peet’s Coffee, the United States of America or any political subdivision or any authority thereof or therein having power to tax, or in either case any other jurisdiction or political subdivision thereof or any authority thereof having power to tax to which payments made by the Issuer or any of the Guarantors, as the case may be, of principal and interest on the Notes become generally subject. (d) Redemption at the Option of the Issuer: (A) Issuer Call If Issuer Call is specified hereon, the Issuer may, on giving not less than 10 nor more than 30 days’ irrevocable notice to the Noteholders (or such other notice period as may be specified hereon) redeem all or, if so provided, some of the Notes on any Optional Redemption Date. Any such redemption of Notes shall be at their Optional Redemption Amount specified hereon together with interest accrued to but excluding the Optional Redemption Date(s). Any such notice of redemption may, at the Issuer’s discretion, be subject to one or more conditions precedent, in which case such notice shall state that, in the Issuer’s discretion, the Optional Redemption Date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), 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 (or waived by the Issuer in its sole discretion) by the Optional Redemption Date, or by the Optional Redemption Date so delayed. For the purposes of this Condition 6(d)(A) only, the “Optional Redemption Amount” will either be: (i) the specified percentage of the nominal amount of the Notes stated hereon which shall be a nominal amount of not less than the Minimum Redemption Amount and not more than the Maximum Redemption Amount, in each case as may be specified hereon: or (ii) if Make-Whole Amount is specified hereon, will be an amount which is the higher of: (a) 100 per cent. of the Final Redemption Amount of the Note to be redeemed and 20 (b) as determined by the Make-Whole Calculation Agent, the sum of the then current values of the remaining scheduled payments of principal and interest to maturity (or, if Issuer Pre-Maturity Call Period is specified hereon, to the Issuer Pre- Maturity Call Period Commencement Date which date shall be at any time during the period commencing on (and including) the Issuer Pre-Maturity Call Period Commencement Date specified hereon to (but excluding) the Maturity Date) (not including any interest accrued on the Notes to, but excluding, the relevant Optional Redemption Date) discounted to the Optional Redemption Date on the basis of the Day Count Fraction specified hereon at the Reference Bond Rate (as defined below) plus the Redemption Margin, plus, in each case, any interest accrued on the Notes to, but excluding, the Optional Redemption Date; “Issuer Pre-Maturity Call Period Commencement Date” has the meaning given to it in the applicable Final Terms; “Issuer Pre-Maturity Call Period” has the meaning given to it in the applicable Final Terms; “Make-Whole Calculation Agent” has the meaning given to it in the applicable Final Terms; “Redemption Margin” shall be as set out hereon; “Reference Bond” shall be as set out hereon; “Reference Bond Rate” means the yield as at the Optional Redemption Date as appearing at around 11.00 a.m. London time on the third business day in London preceding the Optional Redemption Date in respect of the Reference Bond as appearing on the Screen Page at such time as may be considered to be appropriate by the Make-Whole Calculation Agent; and “Screen Page” means such page, section, caption, column or other part of a particular information service as shall be stated hereon (or any successor or replacement page, section, caption, column or other part of a particular information service). All Notes in respect of which any such notice is given shall be redeemed on the date specified in such notice in accordance with this Condition. In the case of a partial redemption the notice to Noteholders shall also contain the certificate numbers of the Bearer Notes, or in the case of Registered Notes shall specify the nominal amount of Registered Notes drawn and the holder(s) of such Registered Notes, to be redeemed, which shall have been drawn in such place and in such manner as may be fair and reasonable in the circumstances, taking account of prevailing market practices, subject to compliance with any applicable laws and stock exchange or other relevant authority requirements. (B) Issuer Pre-Maturity Call Option If Issuer Pre-Maturity Call Option is specified hereon, the Issuer may, on giving not less than 10 nor more than 30 days’ irrevocable notice (or such other notice period as may be specified hereon) to the Noteholders, redeem all, but not some only, of the Notes at their principal amount or, if different, the Final Redemption Amount together with interest accrued to the Issuer Pre-Maturity Call Redemption Date, which date shall be at any time during the period commencing on (and including) the Pre-Maturity Call Commencement Date specified hereon to (but excluding) the Maturity Date (the “Issuer Pre-Maturity Call Redemption Date”). Any such notice of redemption may, at the Issuer’s discretion, be subject to one or more conditions precedent, in --- ![Slide 12]() > **Source slide transcript** > > 21 which case such notice shall state that, in the Issuer’s discretion, the Issuer Pre-Maturity Call Redemption Date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), 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 (or waived by the Issuer in its sole discretion) by the Issuer Pre-Maturity Call Redemption Date, or by the Issuer Pre-Maturity Call Redemption Date so delayed. (C) Issuer Residual Call Option If Issuer Residual Call is specified hereon and, at any time, the outstanding aggregate nominal amount of the Notes is 20 per cent. or less of the aggregate nominal amount of the Series issued, the Issuer may, on giving not less than 10 nor more than 30 days’ irrevocable notice (or such other notice period as may be specified hereon) to the Noteholders redeem the Notes then outstanding at the option of the Issuer in whole, but not in part, at any time (if this Note is not a Floating Rate Note) or on any Interest Payment Date (if this Note is a Floating Rate Note), at the Residual Call Early Redemption Amount specified hereon, together, if appropriate, with interest accrued to (but excluding) the date fixed for redemption. (D) Issuer Transaction Trigger Call If Issuer Transaction Trigger Call is specified hereon, the Issuer may, upon giving a Transaction Trigger Notice in accordance with the requirements set out below and in accordance with this Condition 6(d)(D), call the Notes for early redemption (in whole or in part) with effect on the Trigger Call Redemption Date. If the Issuer exercises this right, the Issuer shall redeem each Note to be redeemed at the Transaction Trigger Redemption Amount together with interest accrued to the Trigger Call Redemption Date on the Trigger Call Redemption Date. “Transaction” means the transaction in respect of which the Notes are issued and specified as such hereon. “Transaction Trigger Notice” means a notice to the Noteholders given in accordance with this Condition 6(d)(D) and Condition 14 within the Transaction Notice Period that the Transaction has been terminated prior to its completion or that the Transaction will not be settled for any reason whatsoever or that the Issuer has publicly stated that it no longer intends to pursue the Transaction. The Transaction Trigger Notice shall also specify the Trigger Call Redemption Date. At any time the Issuer may waive its right to call the Notes for redemption following the occurrence of one of the events detailed above, by giving notice in accordance with Condition 14. Once given, however, the Transaction Trigger Notice shall be irrevocable and shall specify: (a) the series of Notes subject to redemption; (b) whether the Notes will be redeemed in whole or in part and, if only in part, the aggregate principal amount of the Notes which are to be redeemed; (c) the Trigger Call Redemption Date; and (d) the Transaction Trigger Redemption Amount at which such Notes are to be redeemed. “Transaction Notice Period” means the period specified hereon. “Transaction Trigger Redemption Amount” means the amount per Note specified hereon. 22 “Trigger Call Redemption Date” means the redemption date specified in the Transaction Trigger Notice which shall be not less than 30 days nor more than 60 days after the date of the Transaction Trigger Notice. (e) Redemption at the Option of Noteholders: (A) General Put Option If Investor Put is specified hereon, the Issuer shall, at the option of the holder of any such Note, upon the holder of such Note giving not less than 10 nor more than 30 days’ notice to the Issuer (or such other notice period as may be specified hereon) redeem such Note on the Optional Redemption Date(s) at its Optional Redemption Amount specified hereon (which may be the Early Redemption Amount (as described in Condition 6(b) above)), together with interest accrued to the date fixed for redemption. To exercise such option the holder must deposit (in the case of Bearer Notes) such Note (together with all unmatured Coupons and unexchanged Talons) with any Paying Agent or (in the case of Registered Notes) the Certificate representing such Note(s) with the Registrar or any Transfer Agent at its specified office, together with a duly completed option exercise notice (“Exercise Notice”) in the form obtainable from any Paying Agent, the Registrar or any Transfer Agent (as applicable) within the notice period. No Note or Certificate so deposited and option exercised may be withdrawn (except as provided in the Agency Agreement) without the prior consent of the Issuer. (B) Change of Control Put Option If Change of Control Put Event is specified hereon and a Change of Control Put Event occurs, the holder of any such Note will have the option (a “Change of Control Put Option”) (unless prior to the giving of the relevant Change of Control Put Event Notice (as defined below) the Issuer has given notice of redemption under Condition 6(c) or 6(d) above) to require the Issuer to redeem or, at the Issuer’s option, purchase (or procure the purchase of) that Note on the Change of Control Put Date (as defined below) at its Optional Redemption Amount specified hereon (which may be the Early Redemption Amount (as described in Condition 6(b) above)), together with interest accrued to the date fixed for redemption. A “Change of Control Put Event” will be deemed to occur if: (i) any person or any persons acting in concert, other than a holding company whose shareholders are or are to be substantially similar to the pre-existing shareholders of the Issuer and/or any direct or indirect holding company of the Issuer, shall acquire a controlling interest in (A) more than 50 per cent. of the issued or allotted ordinary share capital of the Issuer or (B) shares in the capital of the Issuer carrying more than 50 per cent. of the voting rights normally exercisable at a general meeting of the Issuer (each such event being, a “Change of Control”); and (ii) on the date (the “Relevant Announcement Date”) that is the earlier of (1) the date of the first public announcement of the relevant Change of Control and (2) the date of the earliest Relevant Potential Change of Control Announcement (if any): (A) any Notes that have been issued and are outstanding carry an investment grade credit rating (Baa3/BBB-, or their respective equivalents, or better) (an “Investment Grade Rating”) from any Rating Agency as provided by such Rating Agency at the invitation of the Issuer and each such rating is, within the Change of 23 Control Period, downgraded to a non-investment grade credit rating (Ba1/BB+, or their respective equivalents, or worse) and each such rating is not within the Change of Control Period restored to an Investment Grade Rating by such Rating Agency or replaced by an Investment Grade Rating of another Rating Agency, or any such Rating Agency withdraws its rating of any such Notes and the rating of such Rating Agency is not within the Change of Control Period replaced by an Investment Grade Rating of another Rating Agency or (B) any Notes that have been issued and are outstanding carry a rating below an Investment Grade Rating from any Rating Agency as provided by such Rating Agency at the invitation of the Issuer and each such rating is, within the Change of Control Period, lowered at least one notch or (C) no such Notes carry an Investment Grade Rating from at least one Rating Agency and the Issuer is unable to acquire and maintain an Investment Grade Rating during the Change of Control Period from at least one Rating Agency, provided that if at the time of the occurrence of the Change of Control any such Notes carry a credit rating from more than one Rating Agency, at least one of which is an Investment Grade Rating, then sub paragraph (A) will apply; and (iii) in making any decision to downgrade or withdraw a credit rating pursuant to paragraph (ii) above or to decline to confer an Investment Grade Rating, the relevant Rating Agency announces publicly or confirms in writing to the Issuer that such decision(s) resulted, in whole or in part, from the occurrence of the Change of Control or the Relevant Potential Change of Control Announcement. Promptly upon but in any case no later than five Business Days after the Issuer becoming aware that a Change of Control Put Event has occurred the Issuer shall give notice (a “Change of Control Put Event Notice”) to the Noteholders in accordance with Condition 14 specifying the nature of the Change of Control Put Event and the procedure for exercising the Change of Control Put Option. To exercise the Change of Control Put Option, the holder of a Bearer Note must deliver such Note to the specified office of any Paying Agent at any time during normal business hours of such Paying Agent falling within the period (the “Change of Control Put Period”) of 30 days after a Change of Control Put Event Notice is given, accompanied by a duly signed and completed notice of exercise in the form (for the time being current) obtainable from the specified office of any Paying Agent (a “Change of Control Put Notice”). The Note should be delivered together with all Coupons appertaining thereto maturing after the date which is seven days after the expiration of the Change of Control Put Period (the “Change of Control Put Date”), failing which, if Fixed Rate Note is specified hereon, the Paying Agent will require payment from or on behalf of the Noteholder of an amount equal to the face value of any missing such Coupon. Any amount so paid will be reimbursed to the Noteholder against presentation and surrender of the relevant missing Coupon (or any replacement therefor issued pursuant to Condition 12) at any time after such payment, but before the expiry of the period of five years from the date on which such Coupon would have become due, but not thereafter. For the avoidance of doubt, on the Change of Control Put Date unmatured Coupons relating to a Floating Rate Note shall become void and no payment shall be made in respect of them. The Paying Agent to which such Note and Change of Control Put Notice are delivered will issue to the Noteholder concerned a non- transferable receipt in respect of the Note so delivered. Payment in respect of any Note so 24 delivered will be made, if the holder duly specified a bank account in the Change of Control Put Notice to which payment is to be made, on the Change of Control Put Date by transfer to that bank account and, in every other case, on or after the Change of Control Put Date against presentation and surrender or (as the case may be) endorsement of such receipt at the specified office of any Paying Agent. A Change of Control Put Notice, once given, shall be irrevocable. For the purposes of these Conditions, receipts issued pursuant to this Condition 6(e)(B) shall be treated as if they were Notes. To exercise the Change of Control Put Option, the holder of a Registered Note must deposit the Certificate evidencing such Note(s) with the Registrar or any Transfer Agent at its specified office, together with a duly signed and completed Change of Control Put Notice obtainable from the Registrar or any Transfer Agent within the Change of Control Put Period. No Certificate so deposited and option so exercised may be withdrawn without the prior consent of the Issuer. Payment in respect of any Certificate so deposited will be made, if the holder duly specified a bank account in the Change of Control Put Notice to which payment is to be made, on the Change of Control Put Date by transfer to that bank account and, in every other case, by cheque drawn on a Bank (as defined in Condition 7(a)) and mailed to the holder (or to the first named of joint holders) of such Note at its address appearing in the Register. The Issuer shall redeem or purchase (or procure the purchase of) the relevant Notes on the Change of Control Put Date unless previously redeemed (or purchased) and cancelled. If the rating designations employed by any of Moody’s, Fitch or S&P are changed from those which are described in paragraph (ii) of the definition of “Change of Control Put Event” above, or if a rating is procured from a Substitute Rating Agency, the Issuer shall determine the rating designations of Moody’s, Fitch or S&P or such Substitute Rating Agency (as appropriate) as are most equivalent to the prior rating designations of Moody’s, Fitch or S&P and this Condition 6(f) shall be construed accordingly. In this Condition 6(e)(B): “Change of Control Period” means the period commencing on the Relevant Announcement Date and ending 180 days after the Change of Control (or such longer period for which the Notes are under consideration (such consideration having been announced publicly within the period ending 180 days after the Change of Control) for rating review or, as the case may be, rating by a Rating Agency, such period not to exceed 60 days after the public announcement of such consideration); “Rating Agency” means Moody’s Italia S.r.l. (“Moody’s”), Fitch Ratings Ireland Limited (“Fitch”) or S&P Global Ratings Europe Limited (“S&P”) or any of their respective affiliates or successors or any rating agency (a “Substitute Rating Agency”) substituted for any of them by the Issuer from time to time; and “Relevant Potential Change of Control Announcement” means any public announcement or statement by the Issuer, any actual or potential bidder or any adviser acting on behalf of any actual or potential bidder relating to any potential Change of Control where within 180 days following the date of such announcement or statement, a Change of Control occurs. (f) Purchases: Each of the Issuer, the Guarantors and their Subsidiaries as defined in the Agency Agreement may at any time purchase Notes (provided that all unmatured Coupons and unexchanged Talons relating thereto are attached thereto or surrendered therewith) in the open market or otherwise at any price. --- ![Slide 13]() > **Source slide transcript** > > 25 (g) Cancellation: All Notes purchased by or on behalf of the Issuer, any of the Guarantors or any of their Subsidiaries may be surrendered for cancellation, in the case of Bearer Notes, by surrendering each such Note together with all unmatured Coupons and all unexchanged Talons to the Fiscal Agent and, in the case of Registered Notes, by surrendering the Certificate representing such Notes to the Registrar and, in each case, if so surrendered, shall, together with all Notes redeemed by the Issuer, be cancelled forthwith (together with all unmatured Coupons and unexchanged Talons attached thereto or surrendered therewith). Any Notes so surrendered for cancellation may not be reissued or resold and the obligations of the Issuer and the Guarantors in respect of any such Notes shall be discharged. 7 Payments and Talons (a) Bearer Notes: Payments of principal and interest in respect of Bearer Notes shall, subject as mentioned below, be made against presentation and surrender of the relevant Notes (in the case of all other payments of principal and, in the case of interest, as specified in Condition 7(f)(vi)) or Coupons (in the case of interest, save as specified in Condition 7(f)(vi)), as the case may be, at the specified office of any Paying Agent outside the United States by a cheque payable in the relevant currency drawn on, or, at the option of the holder, by transfer to an account denominated in such currency with, a Bank. “Bank” means a bank in the principal financial centre for such currency or, in the case of euro, in a city in which banks have access to the TARGET System. (b) Registered Notes: (i) Payments of principal in respect of Registered Notes shall be made against presentation and surrender of the relevant Certificates at the specified office of any of the Transfer Agents or of the Registrar and in the manner provided in paragraph (ii) below. (ii) Interest on Registered Notes shall be paid to the person shown on the Register at the close of business on the fifteenth day before the due date for payment thereof (the “Record Date”). Payments of interest on each Registered Note shall be made in the relevant currency by cheque drawn on a Bank and mailed to the holder (or to the first-named of joint holders) of such Note at its address appearing in the Register. Upon application by the holder to the specified office of the Registrar or any Transfer Agent before the Record Date, such payment of interest may be made by transfer to an account in the relevant currency maintained by the payee with a Bank. (c) Payments in the United States: Notwithstanding the foregoing, if any Bearer Notes are denominated in U.S. dollars, payments in respect thereof may be made at the specified office of any Paying Agent in New York City in the same manner as aforesaid if (i) the Issuer shall have appointed Paying Agents with specified offices outside the United States with the reasonable expectation that such Paying Agents would be able to make payment of the amounts on the Notes in the manner provided above when due, (ii) payment in full of such amounts at all such offices is illegal or effectively precluded by exchange controls or other similar restrictions on payment or receipt of such amounts and (iii) such payment is then permitted by United States law, without involving, in the opinion of the Issuer, any adverse tax consequence to the Issuer. (d) Payments Subject to Laws: All payments are subject in all cases to any applicable fiscal or other laws, regulations and directives in the place of payment, but without prejudice to the provisions of Condition 8 and any withholding or deduction required pursuant to an agreement described in Section 1471(b) of the Code or otherwise imposed pursuant to Sections 1471 through 1474 of the Code, any regulations or agreements thereunder, any official interpretations thereof, or any law implementing an intergovernmental approach thereto. No commission or expenses shall be charged to the Noteholders or Couponholders in respect of such payments. 26 (e) Appointment of Agents: The Fiscal Agent, the Paying Agents, the Registrar, the Transfer Agents and the Calculation Agent initially appointed by the Issuer and the Guarantors and their respective specified offices are listed below. The Fiscal Agent, the Paying Agents, the Registrar, Transfer Agents and the Calculation Agent(s) act solely as agents of the Issuer and the Guarantors and do not assume any obligation or relationship of agency or trust for or with any Noteholder or Couponholder. The Issuer and the Guarantors reserve the right at any time to vary or terminate the appointment of the Fiscal Agent, any other Paying Agent, the Registrar, any Transfer Agent or the Calculation Agent(s) and to appoint additional or other Paying Agents or Transfer Agents, provided that the Issuer shall at all times maintain (i) a Fiscal Agent, (ii) a Registrar in relation to Registered Notes, (iii) a Transfer Agent in relation to Registered Notes, (iv) one or more Calculation Agent(s) where the Conditions so require, (v) Paying Agents having specified offices in at least two major European cities and (vi) such other agents as may be required by any other stock exchange on which the Notes may be listed. In addition, the Issuer and the Guarantors shall forthwith appoint a Paying Agent in New York City in respect of any Bearer Notes denominated in U.S. dollars in the circumstances described in paragraph (c) above. Notice of any such change or any change of any specified office shall promptly be given to the Noteholders. (f) Unmatured Coupons and unexchanged Talons: (i) Upon the due date for redemption of Bearer Notes which comprise Fixed Rate Notes, those Notes should be surrendered for payment together with all unmatured Coupons (if any) relating thereto, failing which an amount equal to the face value of each missing unmatured Coupon (or, in the case of payment not being made in full, that proportion of the amount of such missing unmatured Coupon that the sum of principal so paid bears to the total principal due) shall be deducted from the Final Redemption Amount, Early Redemption Amount or Optional Redemption Amount, as the case may be, due for payment. Any amount so deducted shall be paid in the manner mentioned above against surrender of such missing Coupon within a period of 10 years from the Relevant Date for the payment of such principal (whether or not such Coupon has become void pursuant to Condition 9). (ii) Upon the due date for redemption of any Bearer Note comprising a Floating Rate Note, unmatured Coupons relating to such Note (whether or not attached) shall become void and no payment shall be made in respect of them. (iii) Upon the due date for redemption of any Bearer Note, any unexchanged Talon relating to such Note (whether or not attached) shall become void and no Coupon shall be delivered in respect of such Talon. (iv) Where any Bearer Note that provides that the relative unmatured Coupons are to become void upon the due date for redemption of those Notes is presented for redemption without all unmatured Coupons, and where any Bearer Note is presented for redemption without any unexchanged Talon relating to it, redemption shall be made only against the provision of such indemnity as the Issuer may require. (v) If the due date for redemption of any Note is not a due date for payment of interest, interest accrued from the preceding due date for payment of interest or the Interest Commencement Date, as the case may be, shall only be payable against presentation (and surrender if appropriate) of the relevant Bearer Note or Certificate representing it, as the case may be. Interest accrued on a 27 Note that only bears interest after its Maturity Date shall be payable on redemption of such Note against presentation of the relevant Note or Certificate representing it, as the case may be. (g) Talons: On or after the Interest Payment Date for the final Coupon forming part of a Coupon sheet issued in respect of any Bearer Note, the Talon forming part of such Coupon sheet may be surrendered at the specified office of the Fiscal Agent in exchange for a further Coupon sheet (and if necessary another Talon for a further Coupon sheet) (but excluding any Coupons that may have become void pursuant to Condition 9). (h) Non-Business Days: If any date for payment in respect of any Note or Coupon is not a business day, the holder shall not be entitled to payment until the next following business day nor to any interest or other sum in respect of such postponed payment. In this paragraph, “business day” means a day (other than a Saturday or a Sunday) on which banks and foreign exchange markets are open for business in the relevant place of presentation, in such jurisdictions as shall be specified as “Financial Centres” hereon and: (i) (in the case of a payment in a currency other than euro) where payment is to be made by transfer to an account maintained with a bank in the relevant currency, on which foreign exchange transactions may be carried on in the relevant currency in the principal financial centre of the country of such currency or (ii) (in the case of a payment in euro) which is a TARGET Business Day. 8 Taxation All payments of principal and interest by or on behalf of the Issuer or any Guarantor in respect of the Notes and the Coupons or under the Guarantees shall be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within any Relevant Jurisdiction, unless such withholding or deduction is required by law. In that event, the Issuer or, as the case may be, the relevant Guarantor shall pay such additional amounts as shall result in receipt by the Noteholders and the Couponholders of such amounts as would have been received by them had no such withholding or deduction been required, except that no such additional amounts shall be payable with respect to any Note or Coupon: (a) Other connection: to, or to a third party on behalf of, a holder who is liable to such taxes, duties, assessments or governmental charges in respect of such Note or Coupon by reason of his having some connection with any Relevant Jurisdiction other than the mere holding of the Note or Coupon or (b) Presentation more than 30 days after the Relevant Date: presented (or in respect of which the Certificate representing it is presented) for payment more than 30 days after the Relevant Date except to the extent that the holder of it would have been entitled to such additional amounts on presenting it for payment on the thirtieth such day or (c) Dutch Withholding Tax Act 2021: where such deduction or withholding is required to be made pursuant to the Dutch Withholding Tax Act 2021 (Wet bronbelasting 2021). As used in these Conditions, “Relevant Date” in respect of any Note or Coupon means the date on which payment in respect of it first becomes due or (if any amount of the money payable is improperly withheld or refused) the date on which payment in full of the amount outstanding is made or (if earlier) the date seven days after that on which notice is duly given to the Noteholders that, upon further presentation of the Note (or relative Certificate) or Coupon being made in accordance with the Conditions, such payment will be made, provided that payment is in fact made upon such presentation. References in these Conditions to (i) “principal” shall be 28 deemed to include any premium payable in respect of the Notes, all Final Redemption Amounts, Early Redemption Amounts, Optional Redemption Amounts, Amortised Face Amounts and all other amounts in the nature of principal payable pursuant to Condition 6 or any amendment or supplement to it, (ii) “interest” shall be deemed to include all Interest Amounts and all other amounts payable pursuant to Condition 5 or any amendment or supplement to it and (iii) “principal” and/or “interest” shall be deemed to include any additional amounts that may be payable under this Condition. Notwithstanding any other provision in these Conditions, in no event will the Issuer or any of the Guarantors be required to pay any additional amounts in respect of the Notes and Coupons for, or on account of, any withholding or deduction required pursuant to an agreement described in Section 1471(b) of the Code or otherwise imposed pursuant to Sections 1471 through 1474 of Code, any regulations or agreements thereunder, or any official interpretations thereof, or any law implementing an intergovernmental approach thereto. 9 Prescription Claims against the Issuer and / or any of the Guarantors for payment in respect of the Notes and Coupons (which for this purpose shall not include Talons) shall be prescribed and become void unless made within five years from the date on which such payment first became due. 10 Events of Default (a) If any of the following events (“Events of Default”) occurs, the holder of any Note may give written notice to the Fiscal Agent at its specified office that such Note is immediately repayable, whereupon the Early Redemption Amount of such Note together (if applicable) with accrued interest to the date of payment shall become immediately due and payable: (i) Non-Payment: default is made for more than 15 days in the payment on the due date of interest or principal in respect of any of the Notes or (ii) Breach of Other Obligations: the Issuer or the Parent Guarantor does not perform or comply with any one or more of its other obligations in the Notes which default is incapable of remedy or is not remedied within 45 days after notice of such default shall have been given to the Fiscal Agent at its specified office by any Noteholder or (iii) Cross-Default: (A) any Capital Markets Indebtedness of the Issuer, the Parent Guarantor or a Material Subsidiary becomes (or becomes capable of being declared) due and payable prior to its stated maturity by reason of any actual or potential default, event of default or the like (howsoever described), or (B) any such Capital Markets Indebtedness is not paid when due or, as the case may be, within any originally applicable grace period, or (C) the Issuer, the Parent Guarantor or a Material Subsidiary fails to pay when due any amount payable by it under any present or future guarantee for, or indemnity in respect of, any moneys borrowed or raised, provided that the aggregate amount of the relevant indebtedness, guarantees and indemnities in respect of which one or more of the events mentioned above in this paragraph (c) have occurred equals or exceeds EUR 100,000,000 or its equivalent or (iv) Enforcement Proceedings: an executory attachment (executoriaal beslag) or an interlocutory attachment (conservatoir beslag) is made, or another attachment, distress, execution or other legal process under any law is levied, enforced or sued out on or against any of the property, assets or revenues of the Issuer, the Parent Guarantor or a Material Subsidiary representing an amount equal to or exceeding EUR 100,000,000 and is not cancelled, withdrawn, discharged or stayed within 90 days or --- ![Slide 14]() > **Source slide transcript** > > 29 (v) Security Enforced: any mortgage, charge, pledge, lien or other encumbrance, present or future, created or assumed by the Issuer, the Parent Guarantor or a Material Subsidiary representing an amount equal to or exceeding EUR 100,000,000 becomes enforceable and any step is taken to enforce it (including the taking of possession or the appointment of a receiver, administrative receiver, administrator manager or other similar person) or (vi) Insolvency: suspension of payments (surseance van betaling) or bankruptcy (faillissement) proceedings or similar proceedings under any law are initiated or applied for by the Issuer, the Parent Guarantor or a Material Subsidiary or by a third party in respect of the Issuer, the Parent Guarantor or a Material Subsidiary, and, in the case of a third party application, not discharged within 60 days, or the Issuer, the Parent Guarantor or a Material Subsidiary is (or is, or could be, deemed by law or a court to be) insolvent or bankrupt or unable to pay its debts under any applicable law, stops, suspends or threatens to stop or suspend payment of all or any part of (or of a particular type of) its debts, proposes or makes a general assignment or an arrangement or composition with or for the benefit of the relevant creditors in respect of any of such debts or a moratorium is agreed or declared or comes into effect in respect of or affecting all or any part of (or of a particular type of) the debts of the Issuer, the Parent Guarantor or a Material Subsidiary, or any such measures are officially decreed, under any applicable law or (vii) Winding-up: an order is made or an effective resolution passed for the winding-up, administration, dissolution or liquidation (ontbinding, vereffening) of the Issuer or any Material Subsidiary that is a Subsidiary of the Issuer, or the Issuer or any Material Subsidiary that is a Subsidiary of the Issuer shall apply or petition for a winding-up or administration order in respect of itself or ceases or threatens to cease to carry on all or a substantial part of its business or operations, in each case except for the purpose of and followed by a reconstruction, amalgamation, reorganisation, merger, demerger or consolidation (i) on terms approved by an Extraordinary Resolution (as defined in the Agency Agreement) of the Noteholders or (ii) in the case of the Issuer and/or a Material Subsidiary that is a Subsidiary of the Issuer, under a solvent winding-up pursuant to a shareholders’ resolution or an intragroup reorganisation whereby all or part of the undertaking and/or assets of the Issuer or such Material Subsidiary are transferred to or otherwise vested in the Issuer, Maple, any of the Maple Guarantors or any of their respective Subsidiaries, provided that any assets so transferred shall not be further transferred outside of the Maple Group if such transfer would not be permitted directly under this paragraph (ii) or (viii) Illegality: it is or will become unlawful for the Issuer or the Parent Guarantor to perform or comply with any one or more of its obligations under any of the Notes or the relevant Guarantee, as the case may be or (ix) Guarantee: a Guarantee is not (or is claimed by any of the Guarantors not to be) in full force and effect in accordance with its terms for any reason, except pursuant to these Conditions or terms of the Guarantee governing the release of the Guarantee or the satisfaction in full of all the obligations thereunder or (x) Analogous Events: any event occurs that under the laws of any relevant jurisdiction has an analogous effect to any of the events referred to in any of the foregoing paragraphs. In this Condition 10(a): “Maple Group” means the Issuer, Maple, any of the Maple Guarantors or any of their respective Subsidiaries. 30 (b) In the events specified in subparagraphs (ii) and (iii) of Condition 10(a), any notice declaring Notes due shall, unless at the time such notice is received any of the events specified in subparagraphs (i) and (iv) through (xi) of Condition 10(a) entitled Noteholders to declare their Notes due has occurred, become effective only when the Fiscal Agent has received such default notices from the Noteholders representing at least 15 per cent. of the aggregate nominal amount of Notes then outstanding. 11 Meeting of Noteholders and Modifications (a) Meetings of Noteholders: The Agency Agreement contains provisions for convening meetings of Noteholders (including meetings held by virtual means via an electronic platform) to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution (as defined in the Agency Agreement) of a modification of any of these Conditions. Such a meeting may be convened by Noteholders holding not less than 10 per cent. in nominal amount of the Notes for the time being outstanding. The quorum for any meeting convened to consider an Extraordinary Resolution shall be two or more persons holding or representing a clear majority in nominal amount of the Notes for the time being outstanding, or at any adjourned meeting two or more persons being or representing Noteholders whatever the nominal amount of the Notes held or represented, unless the business of such meeting includes consideration of proposals, inter alia, (i) to amend the dates of maturity or redemption of the Notes or any date for payment of interest or Interest Amounts on the Notes, (ii) to reduce or cancel the nominal amount of, or any premium payable on redemption of, the Notes, (iii) to reduce the rate or rates of interest in respect of the Notes or to vary the method or basis of calculating the rate or rates or amount of interest or the basis for calculating any Interest Amount in respect of the Notes, (iv) if a Minimum and/or a Maximum Rate of Interest or Redemption Amount is shown hereon, to reduce any such Minimum and/or Maximum, (v) to vary any method of, or basis for, calculating Final Redemption Amount, Early Redemption Amount, Optional Redemption Amount, Residual Call Early Redemption Amount or Transaction Trigger Redemption Amount, as the case may be, including the method of calculating the Amortised Face Amount, (vi) to vary the currency or currencies of payment or denomination of the Notes, (vii) to modify the provisions concerning the quorum required at any meeting of Noteholders or the majority required to pass the Extraordinary Resolution, or (viii) without prejudice to Condition 3(a) or 3(c), to modify or cancel any of the Guarantees, in which case the necessary quorum shall be two or more persons holding or representing not less than 75 per cent. or at any adjourned meeting not less than 25 per cent. in nominal amount of the Notes for the time being outstanding. Any Extraordinary Resolution duly passed shall be binding on Noteholders (whether or not they were present at the meeting at which such resolution was passed) and on all Couponholders. The Agency Agreement provides that a resolution in writing signed by or on behalf of the holders of not less than 75 per cent. in nominal amount of the Notes outstanding shall for all purposes be as valid and effective as an Extraordinary Resolution passed at a meeting of Noteholders duly convened and held. Such a resolution in writing may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Noteholders. These Conditions may be amended, modified or varied in relation to any Series of Notes by the terms of the relevant Final Terms in relation to such Series. (b) Modification of Agency Agreement: The Issuer and each of the Guarantors shall only permit any modification of, or any waiver or authorisation of any breach or proposed breach of or any failure to comply with, the Agency Agreement, if to do so could not reasonably be expected to be prejudicial to the interests of the Noteholders. 31 (c) Issuer Substitution: (i) The Issuer may, and the Noteholders and Couponholders hereby irrevocably agree in advance that the Issuer may without any further consent of the Noteholders or Couponholders being required, when no payment of principal of any of the Notes or interest on any of the Notes is in default, be replaced and substituted by any of the Guarantors or any directly or indirectly wholly- owned subsidiary of any of the Guarantors (the “Substituted Debtor”) as principal debtor in respect of the Notes and the relative Coupons provided that such documents shall be executed by the Substituted Debtor and the Issuer as may be necessary to give full effect to the substitution (together the “Substitution Documents”) and: (A) (without limiting the generality of the foregoing) pursuant to the Substitution Documents (i) the Substituted Debtor shall undertake in favour of each Noteholder and Couponholder to be bound by the Terms and Conditions and the provisions of the Agency Agreement as fully as if the Substituted Debtor had been named in the Notes, the relative Coupons and the Agency Agreement as the principal debtor in respect of the Notes and the relative Coupons in place of the Issuer and (ii) the Issuer shall guarantee, which guarantee shall be unconditional and irrevocable, (the “Issuer Guarantee”) in favour of each Noteholder and holder of the relative Coupons the payment of all sums payable (including any additional amounts payable pursuant to Condition 8) in respect of the Notes and the relative Coupons; (B) where the Substituted Debtor is incorporated, domiciled or resident for taxation purposes in a territory other than the Netherlands, the Substitution Documents shall contain a covenant and/or such other provisions as may be necessary to ensure that each Noteholder and Couponholder has the benefit of a covenant in terms corresponding to the provisions of Condition 8 with the substitution of the references to the Netherlands with references to the territory in which the Substituted Debtor is incorporated, domiciled and/or resident for taxation purposes. The Substitution Documents shall also contain a covenant by the Substituted Debtor and the Issuer to indemnify and hold harmless each Noteholder and Couponholder against all liabilities, costs, charges and expenses (provided that insofar as the liabilities, costs, charges and expenses are taxes or duties, the same arise by reason of a law or regulation having legal effect or being in reasonable contemplation thereof on the date such substitution becomes effective) which may be incurred by or levied against such holder as a result of any substitution pursuant to this Condition and which would not have been so incurred or levied had such substitution not been made (and, without limiting the foregoing, such liabilities, costs, charges and expenses shall include any and all taxes or duties which are imposed on any such Noteholder or Couponholder by any political sub- division or taxing authority of any country in which such Noteholder or Couponholder resides or is subject to any such tax or duty and which would not have been so imposed had such substitution not been made); (C) the Substitution Documents shall contain a warranty and representation by the Substituted Debtor and the Issuer (a) that each of the Substituted Debtor and the Issuer has obtained all necessary governmental and regulatory approvals and consents for such substitution and the performance of its obligations under the Substitution Documents, and that all such approvals and consents are in full force and effect and (b) that the obligations assumed by each of the Substituted Debtor and the Issuer under the Substitution Documents are all valid and binding in accordance with their respective terms and enforceable by each Noteholder; 32 (D) each stock exchange which has Notes listed thereon shall have confirmed that following the proposed substitution of the Substituted Debtor for the Issuer, the Notes would continue to be listed on such stock exchange; (E) the Issuer shall have delivered to the Fiscal Agent or procured the delivery to the Fiscal Agent of a legal opinion from the internal legal adviser to the Issuer to the effect that the Substitution Documents (including the Issuer Guarantee) constitute legal, valid and binding obligations of the Issuer, such opinion to be dated not more than three days prior to the date of substitution of the Substituted Debtor for the Issuer and to be available for inspection by Noteholders and Couponholders at the specified office of the Fiscal Agent; and (F) the Issuer shall have delivered to the Fiscal Agent or procured the delivery to the Fiscal Agent of a legal opinion from a reputable firm of Dutch lawyers (and, if applicable, from a leading firm of local lawyers acting for the Substituted Debtor) to the effect that the Substitution Documents (including the Guarantee, if applicable) constitute legal, valid and binding obligations of the Substituted Debtor and, if applicable, the Issuer under Dutch law, such opinion to be dated not more than three days prior to the date of substitution of the Substituted Debtor for the Issuer and to be available for inspection by Noteholders and Couponholders at the specified office of the Fiscal Agent. (ii) In connection with any substitution effected pursuant to this Condition, neither the Issuer nor the Substituted Debtor need to have any regard to the consequences of any such substitution for individual Noteholders or Couponholders resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory and no Noteholder or Couponholder, except as provided in Condition 11(c)(i)(B), shall be entitled to claim from the Issuer or any Substituted Debtor under the Notes and the relative Coupons any indemnification or payment in respect of any tax or other consequences arising from such substitution. (iii) Upon the execution of the Substitution Documents as referred to in Condition 11(c)(i) above, and subject to the notice as referred to in Condition 11(c)(vii) below having been given, the Substituted Debtor shall be deemed to be named in the Notes and the relative Coupons as the principal debtor in place of the Issuer and the Notes and the relative Coupons shall thereupon be deemed to be amended to give effect to the substitution. The execution of the Substitution Documents shall operate to release the Issuer as issuer from all of its obligations as principal debtor in respect of the Notes and the relative Coupons save that any claims under the Notes and the relative Coupons arising against the Issuer prior to its release shall inure to the benefit of Noteholders and Couponholders. (iv) The Substitution Documents shall be deposited with and held by the Fiscal Agent for so long as any Notes or Coupons remain outstanding and for so long as any claim made against the Substituted Debtor by any Noteholder or Couponholder in relation to the Notes or the relative Coupons or the Substitution Documents is not finally adjudicated, settled or discharged. The Substituted Debtor and the Issuer shall acknowledge in the Substitution Documents the right of every Noteholder or Couponholder to the production of the Substitution Documents for the enforcement of any of the Notes or the relative Coupons or the Substitution Documents. (v) Not later than 15 days after the execution of the Substitution Documents, the Substituted Debtor shall give notice thereof to the Noteholders in accordance with Condition 14. --- ![Slide 15]() > **Source slide transcript** > > 33 (vi) Upon the notice referred to in Condition 11(c)(v) above being given and without prejudice to the efficacy of the substitution the Issuer and the Substituted Debtor will use best efforts to provide such information in respect of the Substituted Debtor as may reasonably be requested by a Noteholder or Couponholder as part of its on-boarding procedures. 12 Replacement of Notes, Certificates, Coupons and Talons If a Note, Certificate, Coupon or Talon is lost, stolen, mutilated, defaced or destroyed, it may be replaced, subject to applicable laws, regulations and stock exchange or other relevant authority regulations, at the specified office of the Fiscal Agent (in the case of Bearer Notes, Coupons or Talons) and of the Registrar (in the case of Certificates) or such other Paying Agent or Transfer Agent, as the case may be, as may from time to time be designated by the Issuer for the purpose and notice of whose designation is given to Noteholders, in each case on payment by the claimant of the fees and costs incurred in connection therewith and on such terms as to evidence, security and indemnity (which may provide, inter alia, that if the allegedly lost, stolen or destroyed Note, Certificate, Coupon or Talon is subsequently presented for payment or, as the case may be, for exchange for further Coupons, there shall be paid to the Issuer on demand the amount payable by the Issuer in respect of such Notes, Certificates, Coupons or further Coupons) and otherwise as the Issuer may require. Mutilated or defaced Notes, Certificates, Coupons or Talons must be surrendered before replacements will be issued. 13 Further Issues The Issuer may from time to time without the consent of the Noteholders or Couponholders create and issue further notes having the same terms and conditions as the Notes (so that, for the avoidance of doubt, references in these Conditions to “Issue Date” shall be to the first issue date of the Notes) and so that the same shall be consolidated and form a single series with such Notes, and references in these Conditions to “Notes” shall be construed accordingly. 14 Notices Notices required to be given to the holders of Registered Notes pursuant to the Conditions shall be mailed to them at their respective addresses in the Register and deemed to have been given on the fourth weekday (being a day other than a Saturday or a Sunday) after the date of mailing. Notices required to be given to the holders of Bearer Notes pursuant to the Conditions shall be valid if published in a daily newspaper of general circulation in London (which is expected to be the Financial Times). So long as the Notes are listed on the Luxembourg Stock Exchange, notices required to be given to holders of the Notes pursuant to the Conditions shall also be published either on the website of the Luxembourg Stock Exchange (www.bourse.lu) or in a daily newspaper with general circulation in Luxembourg (which is expected to be the Luxemburger Wort). If any such publication is not practicable, notice required to be given pursuant to the Conditions shall be validly given if published in another leading daily English language newspaper with general circulation in Europe. Any such notice shall be deemed to have been given on the date of such publication or, if published more than once or on different dates, on the date of the first publication as provided above. Couponholders shall be deemed for all purposes to have notice of the contents of any notice given to the holders of Bearer Notes in accordance with this Condition. 15 Currency Indemnity Any amount received or recovered in a currency other than the currency in which payment under the relevant Note or Coupon is due (whether as a result of, or of the enforcement of, a judgment or order of a court of any 34 jurisdiction, in the insolvency, winding-up or dissolution of the Issuer or any of the Guarantors or otherwise) by any Noteholder or Couponholder in respect of any sum expressed to be due to it from the Issuer or the relevant Guarantor shall only constitute a discharge to the Issuer or the relevant Guarantor, as the case may be, to the extent of the amount in the currency of payment under the relevant Note or Coupon that the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If the amount received or recovered is less than the amount expressed to be due to the recipient under any Note or Coupon, the Issuer, failing whom the relevant Guarantor, shall indemnify it against any loss sustained by it as a result. In any event, the Issuer, failing whom the relevant Guarantor, shall indemnify the recipient against the cost of making any such purchase. For the purposes of this Condition, it shall be sufficient for the Noteholder or Couponholder, as the case may be, to demonstrate that it would have suffered a loss had an actual purchase been made. These indemnities constitute a separate and independent obligation from the Issuer’s and the relevant Guarantor’s other obligations, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by any Noteholder or Couponholder and shall continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Note or Coupon or any other judgment or order. 16 Governing Law and Jurisdiction (a) Governing Law: The Notes, the Coupons and the Talons and any non-contractual obligations arising out of or in connection with them are governed by, and shall be construed in accordance with, Dutch law. (b) Jurisdiction: The courts of Amsterdam, The Netherlands, are to have jurisdiction to settle any disputes that may arise out of or in connection with any Notes, Coupons or Talons and accordingly any legal action or proceedings arising out of or in connection with any Notes, Coupons or Talons (“Proceedings”) may be brought in such courts. Each of the Issuer and the Guarantors irrevocably submits to the jurisdiction of the courts of Amsterdam, The Netherlands, and waives any objection to Proceedings in such courts on the ground of venue or on the ground that the Proceedings have been brought in an inconvenient forum. These submissions are made for the benefit of each of the holders of the Notes, Coupons and Talons and shall not affect the right of any of them to take Proceedings in any other court of competent jurisdiction nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not). Schedule 5 Amended and restated Conditions applicable to the Notes subject to the 2023 Agency Agreement 3220545540 26 1 TERMS AND CONDITIONS OF THE NOTES The following is the text of the terms and conditions that, subject to completion and amendment and as supplemented or varied in accordance with the provisions of Part A of the relevant Final Terms, shall be applicable to the Notes in definitive form (if any) issued in exchange for the Global Note(s) representing each Series. Either (i) the full text of these terms and conditions together with the relevant provisions of Part A of the Final Terms or (ii) these terms and conditions as so completed, amended, supplemented or varied (and subject to simplification by the deletion of non-applicable provisions), shall be endorsed on such Bearer Notes or on the Certificates relating to such Registered Notes. All capitalised terms that are not defined in these Conditions will have the meanings given to them in Part A of the relevant Final Terms. Those definitions will be endorsed on the definitive Notes or Certificates, as the case may be. References in the Conditions to “Notes” are to the Notes of one Series only, not to all Notes that may be issued under the Programme. The Notes are issued pursuant to an amended and restated Agency Agreement (as amended or supplemented as at the Issue Date, the “Agency Agreement”) dated 12 May 2023 as further amended and restated from time to time between JDEP Coffee B.V. (the “Issuer”), Deutsche Bank AG, London Branch as fiscal agent and the other agents named in it and Deutsche Bank Luxembourg S.A. as registrar, and with the benefit of a deed of guarantee (the “Deed of Guarantee”) dated 21 May 2026 executed by the Issuer, Maple Parent Holdings Corp. (“Maple”), Keurig Dr Pepper Inc. (“KDP”), the other Guarantors (as defined in Condition 3(a). The fiscal agent, the paying agents, the registrar, the transfer agents and the calculation agent(s) for the time being (if any) are referred to below respectively as the “Fiscal Agent”, the “Paying Agents” (which expression shall include the Fiscal Agent), the “Registrar”, the “Transfer Agents” and the “Calculation Agent(s)”. The Noteholders (as defined below), the holders of the interest coupons (the “Coupons”) relating to interest bearing Notes in bearer form and, where applicable in the case of such Notes, talons for further Coupons (the “Talons”) (the “Couponholders”) are deemed to have notice of all of the provisions of the Agency Agreement applicable to them. As used in these terms and conditions (the “Conditions”), “Tranche” means Notes which are identical in all respects and “Series” means a Tranche of Notes together with any further Tranche or Tranches of Notes which are (i) expressed to be consolidated and form a single series and (ii) are identical in all respects (including as to listing) except for their respective Issue Dates, Interest Commencement Dates and/or Issue Prices. Copies of the Agency Agreement are available for inspection at the specified offices of each of the Issuer, the Paying Agents, the Registrar and the Transfer Agents. 1 Form, Denomination and Title The Notes are issued in bearer form (“Bearer Notes”) or in registered form (“Registered Notes”) in each case in the Specified Denomination(s) shown hereon. This Note is a Fixed Rate Note, a Floating Rate Note or a Zero Coupon Note, a combination of any of the foregoing or any other kind of Note, depending upon the Interest and Redemption/Payment Basis shown hereon. Bearer Notes are serially numbered and are issued with Coupons (and, where appropriate, a Talon) attached, save in the case of Zero Coupon Notes in which case references to interest (other than in relation to interest due after the Maturity Date), Coupons and Talons in these Conditions are not applicable. Registered Notes are represented by registered certificates (“Certificates”) and, save as provided in Condition 2(c), each Certificate shall represent the entire holding of Registered Notes by the same holder. --- ![Slide 16]() > **Source slide transcript** > > 2 Title to the Bearer Notes and the Coupons and Talons shall pass by delivery. Title to the Registered Notes shall pass by registration in the register that the Issuer shall procure to be kept by the Registrar in accordance with the provisions of the Agency Agreement (the “Register”). Except as ordered by a court of competent jurisdiction or as required by law, the holder (as defined below) of any Note, Coupon or Talon shall be deemed to be and may be treated as its absolute owner for all purposes, whether or not it is overdue and regardless of any notice of ownership, trust or an interest in it, any writing on it (or on the Certificate representing it) or its theft or loss (or that of the related Certificate) and no person shall be liable for so treating the holder. In these Conditions, “Noteholder” means the bearer of any Bearer Note or the person in whose name a Registered Note is registered (as the case may be), “holder” (in relation to a Note, Coupon or Talon) means the bearer of any Bearer Note, Coupon or Talon or the person in whose name a Registered Note is registered (as the case may be) and capitalised terms have the meanings given to them hereon, the absence of any such meaning indicating that such term is not applicable to the Notes. 2 No Exchange of Notes and Transfers of Registered Notes (a) No Exchange of Notes: Registered Notes may not be exchanged for Bearer Notes. Bearer Notes of one Specified Denomination may not be exchanged for Bearer Notes of another Specified Denomination. Bearer Notes may not be exchanged for Registered Notes. (b) Transfer of Registered Notes: One or more Registered Notes may be transferred upon the surrender (at the specified office of the Registrar or any Transfer Agent) of the Certificate representing such Registered Notes to be transferred, together with the form of transfer endorsed on such Certificate, (or another form of transfer substantially in the same form and containing the same representations and certifications (if any), unless otherwise agreed by the Issuer), duly completed and executed and any other evidence as the Registrar or Transfer Agent may reasonably require. In the case of a transfer of part only of a holding of Registered Notes represented by one Certificate, a new Certificate shall be issued to the transferee in respect of the part transferred and a further new Certificate in respect of the balance of the holding not transferred shall be issued to the transferor. All transfers of Notes and entries on the Register will be made subject to the detailed regulations concerning transfers of Notes scheduled to the Agency Agreement. The regulations may be changed by the Issuer, with the prior written approval of the Registrar and the Noteholders. A copy of the current regulations will be made available by the Registrar to any Noteholder upon request. (c) Exercise of Options or Partial Redemption in Respect of Registered Notes: In the case of an exercise of an Issuer’s or Noteholders’ option in respect of, or a partial redemption of, a holding of Registered Notes represented by a single Certificate, a new Certificate shall be issued to the holder to reflect the exercise of such option or in respect of the balance of the holding not redeemed. In the case of a partial exercise of an option resulting in Registered Notes of the same holding having different terms, separate Certificates shall be issued in respect of those Notes of that holding that have the same terms. New Certificates shall only be issued against surrender of the existing Certificates to the Registrar or any Transfer Agent. In the case of a transfer of Registered Notes to a person who is already a holder of Registered Notes, a new Certificate representing the enlarged holding shall only be issued against surrender of the Certificate representing the existing holding. (d) Delivery of New Certificates: Each new Certificate to be issued pursuant to Conditions 2 (b) or (c) shall be available for delivery within three business days of receipt of the form of transfer or Exercise Notice (as defined in Condition 6(e)) and surrender of the Certificate for exchange. Delivery of the new Certificate(s) shall be made at the specified office of the Transfer Agent or of the Registrar (as the case may be) to whom delivery or surrender of such form of transfer, Exercise Notice or Certificate shall 3 have been made or, at the option of the holder making such delivery or surrender as aforesaid and as specified in the relevant form of transfer, Exercise Notice or otherwise in writing, be mailed by uninsured post at the risk of the holder entitled to the new Certificate to such address as may be so specified, unless such holder requests otherwise and pays in advance to the relevant Agent (as defined in the Agency Agreement) the costs of such other method of delivery and/or such insurance as it may specify. In this Condition 2(d), “business day” means a day, other than a Saturday or Sunday, on which banks are open for business in the place of the specified office of the relevant Transfer Agent or the Registrar (as the case may be). (e) Transfer Free of Charge: Transfers of Notes and Certificates on registration, transfer, partial redemption or exercise of an option shall be effected without charge by or on behalf of the Issuer, the Registrar or the Transfer Agents, but upon payment of any tax or other governmental charges that may be imposed in relation to it (or the giving of such indemnity as the Registrar or the relevant Transfer Agent may require). (f) Closed Periods: No Noteholder may require the transfer of a Registered Note to be registered (i) during the period of 15 days ending on the due date for redemption of that Note, (ii) during the period of 15 days before any date on which Notes may be called for redemption by the Issuer at its option pursuant to Condition 6(d), (iii) after any such Note has been called for redemption or (iv) during the period of seven days ending on (and including) any Record Date. 3 Guarantees and Status (a) Guarantees: (i) Until the Separation, KDP and all of KDP’s existing and future subsidiaries (other than the Issuer) that guarantee any of KDP’s other indebtedness (such guarantors that are subsidiaries of KDP but not subsidiaries of Maple (the “KDP Guarantors”), and (ii) subsequent to the Separation, Maple and all of Maple’s existing and future subsidiaries (other than the Issuer) that guarantee any of Maple’s other indebtedness (the “Maple Guarantors” and together with KDP and the KDP Guarantors, the “Guarantors”, which term shall include any Guarantor added to the Deed of Guarantee and shall exclude any Guarantor released in accordance with Condition 3(c)), in each case will unconditionally and irrevocably guarantee (subject to the provisions of Condition 3(c) below) the due payment of all sums expressed to be payable by the Issuer under the Notes and the Coupons. Its obligations in that respect (each a “Guarantee” and together the “Guarantees”) are contained in the Deed of Guarantee. (b) Status of Notes and Guarantees: The Notes and the Coupons relating to them constitute (subject to Condition 4) unsecured obligations of the Issuer and shall at all times rank pari passu and without any preference among themselves. The payment obligations of the Issuer under the Notes and the Coupons relating to them and of the Guarantors under the Guarantees shall, save for such exceptions as may be provided by applicable legislation and subject to Condition 4, at all times rank at least equally with all other unsecured and unsubordinated indebtedness and monetary obligations of the Issuer and each of the Guarantors respectively, present and future. (c) Release of a Guarantor: Pursuant to its terms, each Guarantee (but not any payment obligation under a Guarantee which has already become due and payable) will be automatically and unconditionally released (and thereupon shall terminate and be discharged and be of no further force and effect) upon the occurrence of any other termination or release event as set out in the Deed of Guarantee, including, without limitation, upon the Separation in the case of the Guarantees by KDP and the KDP Guarantors. “Coffee Business” means, collectively, (A) (i) the “U.S. Coffee” operating segment of KDP excluding the sales related to the distribution of ready-to-drink La Colombe coffee beverages and (ii) that portion of the “International” operating segment of KDP consisting of sales in Canada from the manufacture 4 and distribution of finished goods relating to single serve brewers, K-Cup pods, AltaRounds pressed coffee and other coffee products and (B) the business of JDE Peet’s and its subsidiaries. “Separation” means the proposed separation of all or substantially all of the Coffee Business through (x) a contribution, directly or indirectly, of the applicable assets and liabilities of such business and/or through a contribution, directly or indirectly, of the applicable legal entities comprising such business to Maple (or a subsidiary of Maple), in each case to the extent such assets, liabilities or entities are not already held by Maple or a subsidiary of Maple, and (y) the distribution of outstanding equity securities of Maple (or a direct or indirect parent of Maple) to the holders of common stock of KDP as of a record date to be determined by KDP, in each case of the foregoing, in a transaction qualifying under Section 355 or Section 361 of the United States Internal Revenue Code of 1986 (the “Code”), as amended, together with any transactions related thereto or contemplated thereby. (d) Notice of change of Guarantors: Notice of any grant of a new guarantee or release of a Guarantor pursuant to Condition 3(a) or Condition 3(c), respectively, will be given to Noteholders in accordance with Condition 14, no later than 14 days after such grant or release. 4 Negative Pledge So long as any Note or Coupon remains outstanding (as defined in the Agency Agreement) neither the Issuer nor any of the Guarantors that is a Subsidiary of the Issuer (such Guarantors, the “Subsidiary Guarantors”) will, and will ensure that none of its Material Subsidiaries will create, or have outstanding any mortgage, charge, lien, pledge or other security interest, upon the whole or any part of its present or future undertaking, assets or revenues (including any uncalled capital) to secure any Capital Markets Indebtedness or to secure any guarantee or indemnity in respect of any Capital Markets Indebtedness without at the same time or prior thereto according to the Notes and the Coupons the same security as is created or subsisting to secure any such Capital Markets Indebtedness, guarantee or indemnity or such other security as shall be approved by an Extraordinary Resolution (as defined in the Agency Agreement) of the Noteholders. In these Conditions: (i) “Capital Markets Indebtedness” means any indebtedness, present or future, of the Issuer, any of the Guarantors or any third party in the form of notes or bond or similar instruments with an original maturity of more than one year, which can be traded on any stock exchange or other securities market; (ii) “Material Subsidiary” means any Subsidiary of the Parent Guarantor, the adjusted consolidated earnings before interest and taxes (“Adjusted EBIT”) of which represents 10 per cent. or more of the Parent Guarantor’s consolidated Adjusted EBIT as reflected in its most recent annual report, provided that, in the case of a Subsidiary acquired or incorporated by the Parent Guarantor during or after the financial year shown in the Parent Guarantor’s most recent annual audited financial statements, such calculation shall be made on the basis of the contribution of such Subsidiary considered on a pro forma basis as if it had been acquired at the beginning of the relevant period, with the pro forma calculation (including any adjustments) being made by the Parent Guarantor acting in good faith. (iii) “Parent Guarantor” means (i) prior to the Separation, KDP and (ii) immediately following the Separation, Maple or any direct or indirect parent company of Maple that is a Guarantor. (iv) “Person” means any individual, company, corporation, firm, partnership, joint venture, association, organisation, state or agency of a state or other entity, whether or not having separate legal personality. (v) “Subsidiary” means, in relation to any Person (the “first Person”) at any particular time, any other Person (the “second Person”): 5 (A) whose affairs and policies the first Person controls or has the power to control, whether by ownership of share capital, contract, the power to appoint or remove members of the governing body of the second Person or otherwise; or (B) whose financial statements are, in accordance with applicable law and generally accepted accounting principles, consolidated with those of the first Person. 5 Interest and other Calculations (a) Interest on Fixed Rate Notes: Each Fixed Rate Note bears interest on its outstanding nominal amount from and including the Interest Commencement Date at the rate per annum (expressed as a percentage) equal to the Rate of Interest, such interest being payable in arrear on each Interest Payment Date. The amount of interest payable shall be determined in accordance with Condition 5(h). (b) Interest on Floating Rate Notes: (i) Interest Payment Dates: Each Floating Rate Note bears interest on its outstanding nominal amount from and including the Interest Commencement Date at the rate per annum (expressed as a percentage) equal to the Rate of Interest, such interest being payable in arrear on each Interest Payment Date. The amount of interest payable shall be determined in accordance with Condition 5(h). Such Interest Payment Date(s) is/are either shown hereon as Specified Interest Payment Dates or, if no Specified Interest Payment Date(s) is/are shown hereon, Interest Payment Date shall mean each date which falls the number of months or other period shown hereon as the Interest Period after the preceding Interest Payment Date or, in the case of the first Interest Payment Date, after the Interest Commencement Date. (ii) Business Day Convention: If any date referred to in these Conditions that is specified to be subject to adjustment in accordance with a Business Day Convention would otherwise fall on a day that is not a Business Day, then, if the Business Day Convention specified is (A) the Floating Rate Business Day Convention, such date shall be postponed to the next day that is a Business Day unless it would thereby fall into the next calendar month, in which event (x) such date shall be brought forward to the immediately preceding Business Day and (y) each subsequent such date shall be the last Business Day of the month in which such date would have fallen had it not been subject to adjustment, (B) the Following Business Day Convention, such date shall be postponed to the next day that is a Business Day, (C) the Modified Following Business Day Convention, such date shall be postponed to the next day that is a Business Day unless it would thereby fall into the next calendar month, in which event such date shall be brought forward to the immediately preceding Business Day or (D) the Preceding Business Day Convention, such date shall be brought forward to the immediately preceding Business Day. (iii) Rate of Interest for Floating Rate Notes: The Rate of Interest in respect of Floating Rate Notes for each Interest Accrual Period shall be determined in the manner specified hereon and the provisions below relating to either ISDA Determination or Screen Rate Determination shall apply, depending upon which is specified hereon. (A) ISDA Determination for Floating Rate Notes Where ISDA Determination is specified hereon as the manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest Accrual Period shall be determined by the Calculation Agent as a rate equal to the relevant ISDA Rate. For the purposes of this sub-paragraph (A), “ISDA Rate” for an Interest Accrual Period means a rate equal to the Floating Rate that would be determined by the Calculation Agent under --- ![Slide 17]() > **Source slide transcript** > > 6 a Swap Transaction under the terms of an agreement incorporating (i) if “2006 ISDA Definitions” is specified hereon, the 2006 ISDA Definitions, as published by the International Swaps and Derivatives Association, Inc. (ISDA) and as amended and updated as at the Issue Date of the first Tranche of the Notes; or (ii) if “2021 ISDA Definitions” is specified hereon, the latest version of the 2021 ISDA Interest Rate Derivatives Definitions as published by ISDA as at the Issue Date of the first Tranche of the Notes; (together, the “ISDA Definitions”) and under which: (x) the Floating Rate Option is as specified hereon (y) the Designated Maturity is a period specified hereon and (z) the relevant Reset Date is the first day of that Interest Accrual Period unless otherwise specified hereon. For the purposes of this sub-paragraph (A), “Floating Rate”, “Calculation Agent”, “Floating Rate Option”, “Designated Maturity”, “Reset Date” and “Swap Transaction” have the meanings given to those terms in the ISDA Definitions. For the purposes of this sub-paragraph (A), if the Temporary Non-Publication Fallback in respect of any specified Floating Rate Option is specified to be “Temporary Non- Publication Fallback – Alternative Rate” in the Floating Rate Matrix of the 2021 ISDA Definitions, the reference to “Calculation Agent Alternative Rate Determination” in the definition of “Temporary Non-Publication Fallback – Alternative Rate” shall be replaced by “Temporary Non-Publication Fallback – Previous Day’s Rate”. For the purposes of this sub-paragraph (A), the definition of ‘Fallback Observation Day’ in the ISDA Definitions shall be deemed deleted in its entirety and replaced with the following: “Fallback Observation Day” means, in respect of a Reset Date and the Calculation Period (or any Compounding Period included in that Calculation Period) to which that Reset Date relates, unless otherwise agreed, the day that is five Business Days preceding the related Payment Date. (B) Screen Rate Determination for Floating Rate Notes (a) Where Screen Rate Determination is specified hereon as the manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest Accrual Period will, subject as provided below, be either: (1) the offered quotation; or (2) the arithmetic mean of the offered quotations, (expressed as a percentage rate per annum) for the Reference Rate which appears or appear, as the case may be, on the Relevant Screen Page as at either 11.00 a.m. (Brussels time in the case of EURIBOR) on the Interest Determination Date in question as determined by the Calculation Agent. If five or more of such offered quotations are available on the Relevant Screen Page, the highest (or, if there is more than one such highest quotation, one only of such quotations) and the lowest (or, if there is more than one such lowest quotation, one only of such quotations) shall be disregarded by the Calculation Agent for the purpose of determining the arithmetic mean of such offered quotations. 7 If the Reference Rate from time to time in respect of Floating Rate Notes is specified hereon as being other than EURIBOR, the Rate of Interest in respect of such Notes will be determined as provided hereon. (b) if the Relevant Screen Page is not available or, if sub-paragraph (x)(1) applies and no such offered quotation appears on the Relevant Screen Page, or, if sub- paragraph (x)(2) applies and fewer than three such offered quotations appear on the Relevant Screen Page, in each case as at the time specified above, subject as provided below, the Issuer shall request, if the Reference Rate is EURIBOR, the principal Euro-zone office of each of the Reference Banks, to provide the Calculation Agent with its offered quotation (expressed as a percentage rate per annum) for the Reference Rate, if the Reference Rate is EURIBOR, at approximately 11.00 a.m. (Brussels time) on the Interest Determination Date in question. If two or more of the Reference Banks provide the Calculation Agent with such offered quotations, the Rate of Interest for such Interest Accrual Period shall be the arithmetic mean of such offered quotations as determined by the Calculation Agent; and (c) if paragraph (y) above applies and the Calculation Agent determines that fewer than two Reference Banks are providing offered quotations, subject as provided below, the Rate of Interest shall be the arithmetic mean of the rates per annum (expressed as a percentage) as communicated to (at the request of the Issuer) the Calculation Agent by the Reference Banks or any two or more of them, at which such banks were offered, if the Reference Rate is EURIBOR, at approximately 11.00 a.m. (Brussels time) on the relevant Interest Determination Date, deposits in the Specified Currency for a period equal to that which would have been used for the Reference Rate by leading banks in, if the Reference Rate is EURIBOR, the Euro-zone inter-bank market or, if fewer than two of the Reference Banks provide the Calculation Agent with such offered rates, the offered rate for deposits in the Specified Currency for a period equal to that which would have been used for the Reference Rate, or the arithmetic mean of the offered rates for deposits in the Specified Currency for a period equal to that which would have been used for the Reference Rate, at which, if the Reference Rate is EURIBOR, at approximately 11.00 a.m. (Brussels time), on the relevant Interest Determination Date, any one or more banks (which bank or banks is or are in the opinion of the Issuer suitable for such purpose) informs the Calculation Agent it is quoting to leading banks in, if the Reference Rate is EURIBOR, the Euro-zone inter-bank market, as the case may be, provided that, if the Rate of Interest cannot be determined in accordance with the foregoing provisions of this paragraph, the Rate of Interest shall be determined as at the last preceding Interest Determination Date (though substituting, where a different Margin or Maximum or Minimum Rate of Interest is to be applied to the relevant Interest Accrual Period from that which applied to the last preceding Interest Accrual Period, the Margin or Maximum or Minimum Rate of Interest relating to the relevant Interest Accrual Period, in place of the Margin or Maximum or Minimum Rate of Interest relating to that last preceding Interest Accrual Period). (C) Linear Interpolation Where Linear Interpolation is specified hereon as applicable in respect of an Interest Accrual Period, the Rate of Interest for such Interest Accrual Period shall be calculated by 8 the Calculation Agent by straight line linear interpolation by reference to two rates based on the relevant Reference Rate (where Screen Rate Determination is specified hereon as applicable) or the relevant Floating Rate Option (where ISDA Determination is specified hereon as applicable), one of which shall be determined as if the Applicable Maturity were the period of time for which rates are available next shorter than the length of the relevant Interest Accrual Period and the other of which shall be determined as if the Applicable Maturity were the period of time for which rates are available next longer than the length of the relevant Interest Accrual Period provided however that if there is no rate available for the period of time next shorter or, as the case may be, next longer, then the Calculation Agent shall determine such rate at such time and by reference to such sources as it determines appropriate. “Applicable Maturity” means: (a) in relation to Screen Rate Determination, the period of time designated in the Reference Rate, and (b) in relation to ISDA Determination, the Designated Maturity. (iv) Benchmark discontinuation (A) Independent Adviser If a Benchmark Event occurs in relation to an Original Reference Rate when any Rate of Interest (or any component part thereof) remains to be determined by reference to such Original Reference Rate the Issuer shall use its reasonable endeavours to appoint an Independent Adviser, as soon as reasonably practicable, to determine a Successor Rate, failing which an Alternative Rate (in accordance with Condition 5(b)(iv)(B)) and, in either case, an Adjustment Spread and any Benchmark Amendments (in accordance with Condition5(b)(iv)(D)). In making such determination, the Independent Adviser appointed pursuant to this Condition 5(b)(iv) shall act in good faith and in a commercially reasonable manner as an expert. In the absence of bad faith or fraud, the Independent Adviser shall have no liability whatsoever to the Issuer, the Fiscal Agent, the Paying Agents, the Noteholders or the Couponholders for any determination made by it, pursuant to this Condition 5(b)(iv). If (i) the Issuer is unable to appoint an Independent Adviser; or (ii) the Independent Adviser appointed by it fails to determine a Successor Rate or, failing which, an Alternative Rate in accordance with this Condition 5(b)(iv)(A) prior to the date which is 10 business days prior to the relevant Interest Determination Date, the Rate of Interest applicable to the next succeeding Interest Accrual Period shall be equal to the Rate of Interest last determined in relation to the Notes in respect of the immediately preceding Interest Accrual Period. If there has not been a first Interest Payment Date, the Rate of Interest shall be the initial Rate of Interest / determined using the Original Reference Rate last displayed on the relevant Screen Page prior to the relevant Interest Determination Date. Where a different Margin or Maximum or Minimum Rate of Interest is to be applied to the relevant Interest Accrual Period from that which applied to the last preceding Interest Accrual Period, the Margin or Maximum or Minimum Rate of Interest relating to the relevant Interest Accrual Period shall be substituted in place of the Margin or Maximum or Minimum Rate of Interest relating to that last preceding Interest Accrual Period. For the avoidance of doubt, this paragraph shall apply to the relevant next succeeding Interest Accrual Period only and any subsequent Interest Accrual Periods are subject to the subsequent operation of, and to adjustment as provided in, the first paragraph of this Condition 5(b)(iv)(A). 9 (B) Successor Rate or Alternative Rate If the Independent Adviser, determines that: (i) there is a Successor Rate, then such Successor Rate and the applicable Adjustment Spread shall subsequently be used in place of the Original Reference Rate to determine the Rate of Interest (or the relevant component part thereof) for all future payments of interest on the Notes (subject to the operation of this Condition 5(b)(iv)); or (ii) there is no Successor Rate but that there is an Alternative Rate, then such Alternative Rate and the applicable Adjustment Spread shall subsequently be used in place of the Original Reference Rate to determine the Rate of Interest (or the relevant component part thereof) for all future payments of interest on the Notes (subject to the operation of this Condition 5(b)(iv)). (C) Adjustment Spread The Adjustment Spread (or the formula or methodology for determining the Adjustment Spread) shall be applied to the Successor Rate or the Alternative Rate (as the case may be). If the Independent Adviser is unable to determine the quantum of, or a formula or methodology for determining, such Adjustment Spread, then the Successor Rate or Alternative Rate (as applicable) will apply without an Adjustment Spread. (D) Benchmark Amendments If any Successor Rate or Alternative Rate and, in either case, the applicable Adjustment Spread is determined in accordance with this Condition 5(b)(iv) and the Independent Adviser, determines (i) that amendments to these Conditions and/or the Agency Agreement are necessary to ensure the proper operation of such Successor Rate or Alternative Rate and/or (in either case) the applicable Adjustment Spread (such amendments, the “Benchmark Amendments”) and (ii) the terms of the Benchmark Amendments, then the Issuer shall, subject to giving notice thereof in accordance with Condition 5(b)(iv)(E), without any requirement for the consent or approval of Noteholders, vary these Conditions and/or the Agency Agreement to give effect to such Benchmark Amendments with effect from the date specified in such notice. Notwithstanding any other provision of this Condition 5(b)(iv), the Calculation Agent or any Paying Agent is not obliged to concur with the Issuer or the Independent Adviser in respect of any changes or amendments as contemplated under this Condition 5(b)(iv) to which, in the sole opinion of the Calculation Agent or the relevant Paying Agent, as the case may be, would impose more onerous obligations upon it or expose it to any additional duties, responsibilities or liabilities or reduce or amend the protective provisions afforded to the Calculation Agent or the relevant Paying Agent (as applicable) in the Agency Agreement and/or these Conditions. In connection with any such variation in accordance with this Condition 5(b)(iv)(D), the Issuer shall comply with the rules of any stock exchange on which the Notes are for the time being listed or admitted to trading. (E) Notices, etc. Any Successor Rate, Alternative Rate, Adjustment Spread and the specific terms of any Benchmark Amendments determined under this Condition 5(b)(iv) will be notified at least --- ![Slide 18]() > **Source slide transcript** > > 10 10 business days prior to the relevant Interest Determination Date by the Issuer to the Fiscal Agent, the Calculation Agent, the Paying Agents and, in accordance with Condition 14, the Noteholders. Such notice shall be irrevocable and shall specify the effective date of the Benchmark Amendments, if any. No later than notifying the Noteholders of the same, the Issuer shall deliver to the Fiscal Agent, the Calculation Agent and the Paying Agents a certificate signed by an executive director of the Issuer: (a) confirming (i) that a Benchmark Event has occurred, (ii) the Successor Rate or, as the case may be, the Alternative Rate, (iii) the applicable Adjustment Spread and (iv) the specific terms of the Benchmark Amendments (if any), in each case as determined in accordance with the provisions of this Condition 5(b)(iv); and (b) certifying that the Benchmark Amendments (if any) are necessary to ensure the proper operation of such Successor Rate or Alternative Rate and (in either case) the applicable Adjustment Spread. The Fiscal Agent shall display such certificate at its offices, for inspection by the Noteholders at all reasonable times during normal business hours. Each of the Fiscal Agent, the Calculation Agent and the Paying Agents shall be entitled to rely on such certificate (without liability to any person) as sufficient evidence thereof. The Successor Rate or Alternative Rate and the Adjustment Spread and the Benchmark Amendments (if any) specified in such certificate will (in the absence of manifest error or bad faith in the determination of the Successor Rate or Alternative Rate and the Adjustment Spread and the Benchmark Amendments (if any) and without prejudice to the Fiscal Agent’s or the Calculation Agent’s or the Paying Agents’ ability to rely on such certificate as aforesaid) be binding on the Issuer, the Fiscal Agent, the Calculation Agent, the Paying Agents and the Noteholders. Notwithstanding any other provision of this Condition 5(b)(iv), if following the determination of any Successor Rate, Alternative Rate, Adjustment Spread or Benchmark Amendments (if any), in the Calculation Agent’s opinion there is any uncertainty between two or more alternative courses of action in making any determination or calculation under this Condition 5(b)(iv), the Calculation Agent shall promptly notify the Issuer thereof and the Issuer shall direct the Calculation Agent in writing as to which alternative course of action to adopt. If the Calculation Agent is not promptly provided with the necessary direction or clarification, or is otherwise unable (other than due to its own gross negligence, willful default or fraud) to make such determination or calculation under this Condition 5(iv)(E) for any reason, it shall notify the Issuer of such fact and shall be under no obligation to make such determination or clarification and (in the absence of such gross negligence, willful default or fraud) shall not incur any liability for not doing so. (F) Survival of Original Reference Rate Without prejudice to the obligations of the Issuer under Condition 5(b)(iv)(A), (B), (C) and (D), the Original Reference Rate and the fallback provisions provided for in Condition 5(b)(B) will continue to apply unless and until a Benchmark Event has occurred. (G) Definitions: As used in this Condition 5(b)(iv): 11 “Adjustment Spread” means either (a) a spread (which may be positive, negative or zero) or (b) a formula or methodology for calculating a spread, in each case to be applied to the Successor Rate or the Alternative Rate (as the case may be) and is the spread, formula or methodology which: (i) in the case of a Successor Rate, is formally recommended in relation to the replacement of the Original Reference Rate with the Successor Rate by any Relevant Nominating Body; or (if no such recommendation has been made, or in the case of an Alternative Rate); (ii) the Independent Adviser determines, is customarily applied to the relevant Successor Rate or the Alternative Rate (as the case may be) in international debt capital markets transactions to produce an industry-accepted replacement rate for the Original Reference Rate; or (if the Independent Adviser determines that no such spread is customarily applied) (iii) the Independent Adviser determines is recognised or acknowledged as being the industry standard for over-the-counter derivative transactions which reference the Original Reference Rate, where such rate has been replaced by the Successor Rate or the Alternative Rate (as the case may be). “Alternative Rate” means an alternative benchmark or screen rate which the Independent Adviser determines in accordance with Condition 5(b)(iv)(B) is customarily applied in international debt capital markets transactions for the purposes of determining rates of interest (or the relevant component part thereof) in the same Specified Currency as the Notes. “Benchmark Amendments” has the meaning given to it in Condition 5(b)(iv)(D). “Benchmark Event” means: (1) the Original Reference Rate ceasing to be published for a period of at least 5 Business Days or ceasing to exist; or (2) a public statement by the administrator of the Original Reference Rate that it has ceased or that it will cease publishing the Original Reference Rate permanently or indefinitely (in circumstances where no successor administrator has been appointed that will continue publication of the Original Reference Rate); or (3) a public statement by the supervisor of the administrator of the Original Reference Rate, that the Original Reference Rate has been or will be permanently or indefinitely discontinued; or (4) a public statement by the supervisor of the administrator of the Original Reference Rate as a consequence of which the Original Reference Rate will be prohibited from being used either generally, or in respect of the Notes; or (5) the making of a public statement by the supervisor of the administrator of the Original Reference Rate that the Original Reference Rate is or will be (or is or will be deemed by such supervisor to be) no longer representative of its relevant underlying market; or 12 (6) it has become unlawful for any Paying Agent, the Calculation Agent, the Issuer or other party to calculate any payments due to be made to any Noteholder using the Original Reference Rate; provided that the Benchmark Event shall be deemed to occur (a) in the case of sub- paragraphs (2) and (3) above, on the date of the cessation of publication of the Original Reference Rate or the discontinuation of the Original Reference Rate, as the case may be, (b) in the case of sub-paragraph (4) above, on the date of the prohibition of use of the Original Reference Rate and (c) in the case of sub-paragraph (5) above, on the date with effect from which the Original Reference Rate will no longer be (or will be deemed by the relevant supervisor to no longer be) representative of its relevant underlying market and which is specified in the relevant public statement, and, in each case, not the date of the relevant public statement. The occurrence of a Benchmark Event shall be determined by the Issuer and promptly notified to the Fiscal Agent, the Calculation Agent and the Paying Agents. For the avoidance of doubt, neither the Fiscal Agent, the Calculation Agent nor the Paying Agents shall have any responsibility for making such determination. “business day” means a day, other than a Saturday or Sunday, on which banks are open for business in the place of the specified office of the Calculation Agent. “Independent Adviser” means an independent financial institution of international repute or an independent financial adviser with appropriate expertise appointed by the Issuer under Condition 5(b)(iv)(A). “Original Reference Rate” means the originally-specified benchmark or screen rate (as applicable) used to determine the Rate of Interest (or any component part thereof) on the Notes. “Relevant Nominating Body” means, in respect of a benchmark or screen rate (as applicable): (iv) the central bank for the currency to which the benchmark or screen rate (as applicable) relates, or any central bank or other supervisory authority which is responsible for supervising the administrator of the benchmark or screen rate (as applicable); or (v) any working group or committee sponsored by, chaired or co-chaired by or constituted at the request of (a) the central bank for the currency to which the benchmark or screen rate (as applicable) relates, (b) any central bank or other supervisory authority which is responsible for supervising the administrator of the benchmark or screen rate (as applicable), (c) a group of the aforementioned central banks or other supervisory authorities or (d) the Financial Stability Board or any part thereof. “Successor Rate” means a successor to or replacement of the Original Reference Rate which is formally recommended by any Relevant Nominating Body. (c) Zero Coupon Notes: Where a Note the Interest Basis of which is specified to be Zero Coupon is repayable prior to the Maturity Date and is not paid when due, the amount due and payable prior to the Maturity Date shall be the Early Redemption Amount of such Note. As from the Maturity Date, the Rate 13 of Interest for any overdue principal of such a Note shall be a rate per annum (expressed as a percentage) equal to the Amortisation Yield (as described in Condition 6(b)(i)). (d) Accrual of Interest: Interest shall cease to accrue on each Note on the due date for redemption unless, upon due presentation, payment is improperly withheld or refused, in which event interest shall continue to accrue (both before and after judgment) at the Rate of Interest in the manner provided in this Condition 5 to the Relevant Date (as defined in Condition 8). (e) Margin, Maximum/Minimum Rates of Interest and Redemption Amounts and Rounding: (i) If any Margin is specified hereon (either (x) generally, or (y) in relation to one or more Interest Accrual Periods), an adjustment shall be made to all Rates of Interest, in the case of (x), or the Rates of Interest for the specified Interest Accrual Periods, in the case of (y), calculated in accordance with (b) above by adding (if a positive number) or subtracting the absolute value (if a negative number) of such Margin subject always to the next paragraph. (ii) If any Maximum or Minimum Rate of Interest or Redemption Amount is specified hereon, then any Rate of Interest or Redemption Amount shall be subject to such maximum or minimum, as the case may be. (iii) For the purposes of any calculations required pursuant to these Conditions (unless otherwise specified), (x) all percentages resulting from such calculations shall be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point (with 0.000005 of a percentage point being rounded up), (y) all figures shall be rounded to seven significant figures (provided that if the eighth significant figure is a 5 or greater, the seventh significant shall be rounded up) and (z) all currency amounts that fall due and payable shall be rounded to the nearest unit of such currency (with half a unit being rounded up), save in the case of yen, which shall be rounded down to the nearest yen. For these purposes “unit” means the lowest amount of such currency that is available as legal tender in the country (or countries) of such currency. (f) Interest Rates Positive: Unless specified otherwise hereon, the rate of interest payable in respect of the Notes shall never be less than zero. If the method for determining the rate of interest applicable to the Notes would result in a negative figure, the applicable rate of interest will be deemed to be zero. (g) Calculations: The amount of interest payable per Calculation Amount in respect of any Note for any Interest Accrual Period shall be equal to the product of the Rate of Interest, the Calculation Amount specified hereon, and the Day Count Fraction for such Interest Accrual Period, unless an Interest Amount (or a formula for its calculation) is applicable to such Interest Accrual Period, in which case the amount of interest payable per Calculation Amount in respect of such Note for such Interest Accrual Period shall equal such Interest Amount (or be calculated in accordance with such formula). Where any Interest Period comprises two or more Interest Accrual Periods, the amount of interest payable per Calculation Amount in respect of such Interest Period shall be the sum of the Interest Amounts payable in respect of each of those Interest Accrual Periods. In respect of any other period for which interest is required to be calculated, the provisions above shall apply save that the Day Count Fraction shall be for the period for which interest is required to be calculated. (h) Determination and Publication of Rates of Interest, Interest Amounts, Final Redemption Amounts, Early Redemption Amounts and Optional Redemption Amounts: The Calculation Agent shall, as soon as practicable on such date as the Calculation Agent may be required to calculate any rate or amount, obtain any quotation or make any determination or calculation, determine such rate and calculate the Interest Amounts for the relevant Interest Accrual Period, calculate the Final Redemption Amount, Early Redemption Amount or Optional Redemption Amount, obtain such quotation or make --- ![Slide 19]() > **Source slide transcript** > > 14 such determination or calculation, as the case may be, and cause the Rate of Interest and the Interest Amounts for each Interest Accrual Period and the relevant Interest Payment Date and, if required to be calculated, the Final Redemption Amount, Early Redemption Amount or Optional Redemption Amount to be notified to the Fiscal Agent, the Issuer, each of the Paying Agents, the Noteholders, any other Calculation Agent appointed in respect of the Notes that is to make a further calculation upon receipt of such information and, if the Notes are listed on a stock exchange and the rules of such exchange or other relevant authority so require, such exchange or other relevant authority as soon as possible after their determination but in no event later than (i) the commencement of the relevant Interest Period, if determined prior to such time, in the case of notification to such exchange of a Rate of Interest and Interest Amount, or (ii) in all other cases, the fourth Business Day after such determination. Where any Interest Payment Date or Interest Period Date is subject to adjustment pursuant to Condition 5(b)(ii), the Interest Amounts and the Interest Payment Date so published may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without notice in the event of an extension or shortening of the Interest Period. If the Notes become due and payable under Condition 10, the accrued interest and the Rate of Interest payable in respect of the Notes shall nevertheless continue to be calculated as previously in accordance with this Condition but no publication of the Rate of Interest or the Interest Amount so calculated need be made. The determination of any rate or amount, the obtaining of each quotation and the making of each determination or calculation by the Calculation Agent(s) shall (in the absence of manifest error) be final and binding upon all parties. (i) Definitions: In these Conditions, unless the context otherwise requires, the following defined terms shall have the meanings set out below: “Business Day” means: (iv) in the case of a currency other than euro, a day (other than a Saturday or Sunday) on which commercial banks and foreign exchange markets settle payments in the principal financial centre for such currency; and/or (v) in the case of euro, a day on which the Trans-European Automated Real-time Gross Settlement Express Transfer System or any successor or replacement for that system (“T2”) is open; and/or (vi) in the case of a currency and/or one or more Business Centres, a day (other than a Saturday or a Sunday) on which commercial banks and foreign exchange markets settle payments in such currency in the Business Centre(s) or, if no currency is indicated, generally in each of the Business Centres; “Day Count Fraction” means, in respect of the calculation of an amount of interest on any Note for any period of time (from and including the first day of such period to but excluding the last) (whether or not constituting an Interest Period or an Interest Accrual Period, the “Calculation Period”): (vii) if “Actual/Actual” or “Actual/Actual - ISDA” is specified hereon, the actual number of days in the Calculation Period divided by 365 (or, if any portion of that Calculation Period falls in a leap year, the sum of (A) the actual number of days in that portion of the Calculation Period falling in a leap year divided by 366 and (B) the actual number of days in that portion of the Calculation Period falling in a non-leap year divided by 365); (viii) if “Actual/365 (Fixed)” is specified hereon, the actual number of days in the Calculation Period divided by 365; (ix) if “Actual/365 (Sterling)” is specified hereon, the actual number of days in the Calculation Period divided by 365 or, in the case of an Interest Payment Date falling in a leap year, 366; 15 (x) if “Actual/360” is specified hereon, the actual number of days in the Calculation Period divided by 360; (xi) if “30/360”, “360/360” or “Bond Basis” is specified hereon, the number of days in the Calculation Period divided by 360, calculated on a formula basis as follows: Day Count Fraction= 360 where: “Y1” is the year, expressed as a number, in which the first day of the Calculation Period falls; “Y2” is the year, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls; “M1” is the calendar month, expressed as a number, in which the first day of the Calculation Period falls; “M2” is the calendar month, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls; “D1” is the first calendar day, expressed as a number, of the Calculation Period, unless such number would be 31, in which case D1 will be 30; and “D2” is the calendar day, expressed as a number, immediately following the last day included in the Calculation Period, unless such number would be 31 and D1 is greater than 29, in which case D2 will be 30; (xii) if “30E/360” or “Eurobond Basis” is specified hereon, the number of days in the Calculation Period divided by 360, calculated on a formula basis as follows: Day Count Fraction= 360 where: “Y1” is the year, expressed as a number, in which the first day of the Calculation Period falls; “Y2” is the year, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls; “M1” is the calendar month, expressed as a number, in which the first day of the Calculation Period falls; “M2” is the calendar month, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls; “D1” is the first calendar day, expressed as a number, of the Calculation Period, unless such number would be 31, in which case D1 will be 30; and “D2” is the calendar day, expressed as a number, immediately following the last day included in the Calculation Period, unless such number would be 31, in which case D2 will be 30; (xiii) if “30E/360 (ISDA)” is specified hereon, the number of days in the Calculation Period divided by 360, calculated on a formula basis as follows: 360× (Y2- Y1) + 30× (M2- M1) + (D2- D1) 360× (Y2- Y1) + 30× (M2- M1) + (D2- D1) 16 where: Day Count Fraction= 360 “Y1” is the year, expressed as a number, in which the first day of the Calculation Period falls; “Y2” is the year, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls; “M1” is the calendar month, expressed as a number, in which the first day of the Calculation Period falls; “M2” is the calendar month, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls; “D1” is the first calendar day, expressed as a number, of the Calculation Period, unless (i) that day is the last day of February or (ii) such number would be 31, in which case D1 will be 30; and “D2” is the calendar day, expressed as a number, immediately following the last day included in the Calculation Period, unless (i) that day is the last day of February but not the Maturity Date or (ii) such number would be 31, in which case D2 will be 30; (xiv) if “Actual/Actual-ICMA” is specified hereon, (a) if the Calculation Period is equal to or shorter than the Determination Period during which it falls, the number of days in the Calculation Period divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Periods normally ending in any year; and (b) if the Calculation Period is longer than one Determination Period, the sum of: (x) the number of days in such Calculation Period falling in the Determination Period in which it begins divided by the product of (1) the number of days in such Determination Period and (2) the number of Determination Periods normally ending in any year; and (y) the number of days in such Calculation Period falling in the next Determination Period divided by the product of (1) the number of days in such Determination Period and (2) the number of Determination Periods normally ending in any year, where: “Determination Period” means the period from and including a Determination Date in any year to but excluding the next Determination Date; and “Determination Date” means the date(s) specified as such hereon or, if none is so specified, the Interest Payment Date(s). “Euro-zone” means the region comprised of member states of the European Union that adopt the single currency in accordance with the Treaty establishing the European Community, as amended; “Interest Accrual Period” means the period beginning on and including the Interest Commencement Date and ending on but excluding the first Interest Period Date and each successive period beginning on and including an Interest Period Date and ending on but excluding the next succeeding Interest Period Date; 360× (Y2- Y1) + 30× (M2- M1) + (D2- D1) 17 “Interest Amount” means: (i) in respect of an Interest Accrual Period, the amount of interest payable per Calculation Amount for that Interest Accrual Period and which, in the case of Fixed Rate Notes, and unless otherwise specified hereon, shall mean the Fixed Coupon Amount or Broken Amount specified hereon as being payable on the Interest Payment Date ending the Interest Period of which such Interest Accrual Period forms part; and (ii) in respect of any other period, the amount of interest payable per Calculation Amount for that period; “Interest Commencement Date” means the Issue Date or such other date as may be specified hereon; “Interest Determination Date” means, with respect to a Rate of Interest and Interest Accrual Period, the date specified as such hereon or, if none is so specified, (i) the first day of such Interest Accrual Period if the Specified Currency is Sterling or (ii) the day falling two Business Days in London for the Specified Currency prior to the first day of such Interest Accrual Period if the Specified Currency is neither Sterling nor euro or (iii) the day falling two Business Days prior to the first day of such Interest Accrual Period if the Specified Currency is euro; “Interest Payment Date” means the interest payment date(s) as specified as such hereon; “Interest Period” means the period beginning on and including the Interest Commencement Date and ending on but excluding the first Interest Payment Date and each successive period beginning on and including an Interest Payment Date and ending on but excluding the next succeeding Interest Payment Date unless otherwise specified hereon; “Interest Period Date” means each Interest Payment Date unless otherwise specified hereon; “ISDA Definitions” means the 2006 ISDA Definitions (as amended and updated as at the Issue Date of the first Tranche of the Notes), as published by the International Swaps and Derivatives Association, Inc., unless otherwise specified hereon; “Rate of Interest” means the rate of interest payable from time to time in respect of this Note and that is either specified or calculated in accordance with the provisions hereon; “Reference Banks” means, in the case of a determination of EURIBOR, the principal Euro-zone office of four major banks in the Euro-zone inter-bank market, in each case selected by the Issuer or as specified hereon; “Reference Rate” means the rate specified as such hereon; “Relevant Screen Page” means such page, section, caption, column or other part of a particular information service as may be specified hereon (or any successor or replacement page, section, caption, column or other part of a particular information service); “Specified Currency” means the currency specified as such hereon or, if none is specified, the currency in which the Notes are denominated; and (j) Calculation Agent: The Issuer shall procure that there shall at all times be one or more Calculation Agents if provision is made for them hereon and for so long as any Note is outstanding (as defined in the Agency Agreement). Where more than one Calculation Agent is appointed in respect of the Notes, references in these Conditions to the Calculation Agent shall be construed as each Calculation Agent performing its respective duties under the Conditions. If the Calculation Agent is unable or unwilling to act as such or if the Calculation Agent fails duly to establish the Rate of Interest for an Interest Accrual --- ![Slide 20]() > **Source slide transcript** > > 18 Period or to calculate any Interest Amount, Final Redemption Amount, Early Redemption Amount or Optional Redemption Amount, as the case may be, or to comply with any other requirement, the Issuer shall appoint a leading bank or financial institution engaged in the interbank market (or, if appropriate, money, swap or over-the-counter index options market) that is most closely connected with the calculation or determination to be made by the Calculation Agent (acting through its principal London office or any other office actively involved in such market) to act as such in its place. The Calculation Agent may not resign its duties without a successor having been appointed as aforesaid. 6 Redemption, Purchase and Options (a) Final Redemption: Unless previously redeemed, purchased and cancelled as provided below, each Note shall be finally redeemed on the Maturity Date specified hereon at its Final Redemption Amount (which, unless otherwise provided, is its nominal amount). (b) Early Redemption: (i) Zero Coupon Notes: (H) The Early Redemption Amount payable in respect of any Zero Coupon Note, the Early Redemption Amount of which is not linked to an index and/or a formula, upon redemption of such Note pursuant to Condition 6(c), Condition 6(d) or Condition 6(e) or upon it becoming due and payable as provided in Condition 10 shall be the Amortised Face Amount (calculated as provided below) of such Note unless otherwise specified hereon. (I) Subject to the provisions of sub-paragraph (C) below, the Amortised Face Amount of any such Note shall be the scheduled Final Redemption Amount of such Note on the Maturity Date discounted at a rate per annum (expressed as a percentage) equal to the Amortisation Yield (which, if none is shown hereon, shall be such rate as would produce an Amortised Face Amount equal to the issue price of the Notes if they were discounted back to their issue price on the Issue Date) compounded annually. (J) If the Early Redemption Amount payable in respect of any such Note upon its redemption pursuant to Condition 6(c), Condition 6(d) or Condition 6(e) or upon it becoming due and payable as provided in Condition 10 is not paid when due, the Early Redemption Amount due and payable in respect of such Note shall be the Amortised Face Amount of such Note as defined in sub-paragraph (B) above, except that such sub-paragraph shall have effect as though the date on which the Note becomes due and payable were the Relevant Date. The calculation of the Amortised Face Amount in accordance with this sub-paragraph shall continue to be made (both before and after judgment) until the Relevant Date, unless the Relevant Date falls on or after the Maturity Date, in which case the amount due and payable shall be the scheduled Final Redemption Amount of such Note on the Maturity Date together with any interest that may accrue in accordance with Condition 5(c). Where such calculation is to be made for a period of less than one year, it shall be made on the basis of the Day Count Fraction shown hereon. (ii) Other Notes: The Early Redemption Amount payable in respect of any Note (other than Notes described in (i) above), upon redemption of such Note pursuant to Condition 6(c), Condition 6(d) or Condition 6(e) or upon it becoming due and payable as provided in Condition 10, shall be the Final Redemption Amount unless otherwise specified hereon. 19 (c) Redemption for Taxation Reasons: The Notes may be redeemed at the option of the Issuer in whole, but not in part, on any Interest Payment Date (if this Note is a Floating Rate Note) or, at any time, (if this Note is not a Floating Rate Note), on giving not less than 30 nor more than 60 days’ notice to the Noteholders (which notice shall be irrevocable), at their Early Redemption Amount (as described in Condition 6(b) above) (together with interest accrued to the date fixed for redemption), if (i) the Issuer has or will become obliged to pay additional amounts as provided or referred to in Condition 8 as a result of any change in, or amendment to, the laws or regulations of the Relevant Jurisdiction or any political subdivision or any authority thereof or therein having power to tax or any change in the application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after the date on which agreement is reached to issue the first Tranche of the Notes, and (ii) such obligation cannot be avoided by the Issuer taking reasonable measures available to it, provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer would be obliged to pay such additional amounts were a payment in respect of the Notes then due. Prior to the publication of any notice of redemption pursuant to this Condition 6(c), the Issuer shall deliver to the Fiscal Agent a certificate signed by an executive director of the Issuer stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to redeem have occurred, and an opinion of independent legal advisers of recognised standing to the effect that the Issuer has or will become obliged to pay such additional amounts as a result of such change or amendment. In these Conditions, “Relevant Jurisdiction” means the Netherlands or any political subdivision or any authority thereof or therein having power to tax or any other jurisdiction or political subdivision thereof or any authority thereof having power to tax to which payments made by the Issuer, of principal and interest on the Notes become generally subject. (d) Redemption at the Option of the Issuer: (A) Issuer Call If Issuer Call is specified hereon, the Issuer may, on giving not less than 10 nor more than 30 days’ irrevocable notice to the Noteholders (or such other notice period as may be specified hereon) redeem all or, if so provided, some of the Notes on any Optional Redemption Date. Any such redemption of Notes shall be at their Optional Redemption Amount specified hereon together with interest accrued to but excluding the Optional Redemption Date(s). Any such notice of redemption may, at the Issuer’s discretion, be subject to one or more conditions precedent, in which case such notice shall state that, in the Issuer’s discretion, the Optional Redemption Date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), 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 (or waived by the Issuer in its sole discretion) by the Optional Redemption Date, or by the Optional Redemption Date so delayed. For the purposes of this Condition 6(d)(A) only, the “Optional Redemption Amount” will either be: (i) the specified percentage of the nominal amount of the Notes stated hereon which shall be a nominal amount of not less than the Minimum Redemption Amount and not more than the Maximum Redemption Amount, in each case as may be specified hereon: or (ii) if Make-Whole Amount is specified hereon, will be an amount which is the higher of: (c) 100 per cent. of the Final Redemption Amount of the Note to be redeemed and 20 (d) as determined by the Make-Whole Calculation Agent, the sum of the then current values of the remaining scheduled payments of principal and interest to maturity (or, if Issuer Pre-Maturity Call Period is specified hereon, to the Issuer Pre- Maturity Call Period Commencement Date which date shall be at any time during the period commencing on (and including) the Issuer Pre-Maturity Call Period Commencement Date specified hereon to (but excluding) the Maturity Date) (not including any interest accrued on the Notes to, but excluding, the relevant Optional Redemption Date) discounted to the Optional Redemption Date on the basis of the Day Count Fraction specified hereon at the Reference Bond Rate (as defined below) plus the Redemption Margin, plus, in each case, any interest accrued on the Notes to, but excluding, the Optional Redemption Date; “Issuer Pre-Maturity Call Period Commencement Date” has the meaning given to it in the applicable Final Terms; “Issuer Pre-Maturity Call Period” has the meaning given to it in the applicable Final Terms; “Make-Whole Calculation Agent” has the meaning given to it in the applicable Final Terms; “Redemption Margin” shall be as set out hereon; “Reference Bond” shall be as set out hereon; “Reference Bond Rate” means the yield as at the Optional Redemption Date as appearing at around 11.00 a.m. London time on the third business day in London preceding the Optional Redemption Date in respect of the Reference Bond as appearing on the Screen Page at such time as may be considered to be appropriate by the Make-Whole Calculation Agent; and “Screen Page” means such page, section, caption, column or other part of a particular information service as shall be stated hereon (or any successor or replacement page, section, caption, column or other part of a particular information service). All Notes in respect of which any such notice is given shall be redeemed on the date specified in such notice in accordance with this Condition. In the case of a partial redemption the notice to Noteholders shall also contain the certificate numbers of the Bearer Notes, or in the case of Registered Notes shall specify the nominal amount of Registered Notes drawn and the holder(s) of such Registered Notes, to be redeemed, which shall have been drawn in such place and in such manner as may be fair and reasonable in the circumstances, taking account of prevailing market practices, subject to compliance with any applicable laws and stock exchange or other relevant authority requirements. (B) Issuer Pre-Maturity Call Option If Issuer Pre-Maturity Call Option is specified hereon, the Issuer may, on giving not less than 10 nor more than 30 days’ irrevocable notice (or such other notice period as may be specified hereon) to the Noteholders, redeem all, or some only, of the Notes at their principal amount or, if different, the Final Redemption Amount together with interest accrued to the Issuer Pre-Maturity Call Redemption Date, which date shall be at any time during the period commencing on (and including) the Pre-Maturity Call Commencement Date specified hereon to (but excluding) the Maturity Date (the “Issuer Pre-Maturity Call Redemption Date”). Any such notice of redemption may, at the Issuer’s discretion, be subject to one or more conditions precedent, in 21 which case such notice shall state that, in the Issuer’s discretion, the Issuer Pre-Maturity Call Redemption Date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), 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 (or waived by the Issuer in its sole discretion) by the Issuer Pre-Maturity Call Redemption Date, or by the Issuer Pre-Maturity Call Redemption Date so delayed. (C) Issuer Residual Call Option If Issuer Residual Call is specified hereon and, at any time, the outstanding aggregate nominal amount of the Notes is equal to or less than the percentage specified hereon of the aggregate nominal amount of the Series issued, the Issuer may, on giving not less than 10 nor more than 30 days’ irrevocable notice (or such other notice period as may be specified hereon) to the Noteholders redeem the Notes then outstanding at the option of the Issuer in whole, but not in part, at any time (if this Note is not a Floating Rate Note) or on any Interest Payment Date (if this Note is a Floating Rate Note), at the Residual Call Early Redemption Amount specified hereon, together, if appropriate, with interest accrued to (but excluding) the date fixed for redemption. (D) Issuer Transaction Trigger Call If Issuer Transaction Trigger Call is specified hereon, the Issuer may, upon giving a Transaction Trigger Notice in accordance with the requirements set out below and in accordance with this Condition 6(d)(D), call the Notes for early redemption (in whole or in part) with effect on the Trigger Call Redemption Date. If the Issuer exercises this right, the Issuer shall redeem each Note to be redeemed at the Transaction Trigger Redemption Amount together with interest accrued to the Trigger Call Redemption Date on the Trigger Call Redemption Date. “Transaction” means the transaction in respect of which the Notes are issued and specified as such hereon. “Transaction Trigger Notice” means a notice to the Noteholders given in accordance with this Condition 6(d)(D) and Condition 14 within the Transaction Notice Period that the Transaction has been terminated prior to its completion or that the Transaction will not be settled for any reason whatsoever or that the Issuer has publicly stated that it no longer intends to pursue the Transaction. The Transaction Trigger Notice shall also specify the Trigger Call Redemption Date. At any time the Issuer may waive its right to call the Notes for redemption following the occurrence of one of the events detailed above, by giving notice in accordance with Condition 14. Once given, however, the Transaction Trigger Notice shall be irrevocable and shall specify: (a) the series of Notes subject to redemption; (b) whether the Notes will be redeemed in whole or in part and, if only in part, the aggregate principal amount of the Notes which are to be redeemed; (c) the Trigger Call Redemption Date; and (d) the Transaction Trigger Redemption Amount at which such Notes are to be redeemed. “Transaction Notice Period” means the period specified hereon. “Transaction Trigger Redemption Amount” means the amount per Note specified hereon. --- ![Slide 21]() > **Source slide transcript** > > 22 “Trigger Call Redemption Date” means the redemption date specified in the Transaction Trigger Notice which shall be not less than 30 days nor more than 60 days after the date of the Transaction Trigger Notice. (e) Redemption at the Option of Noteholders: (A) General Put Option If Investor Put is specified hereon, the Issuer shall, at the option of the holder of any such Note, upon the holder of such Note giving not less than 10 nor more than 30 days’ notice to the Issuer (or such other notice period as may be specified hereon) redeem such Note on the Optional Redemption Date(s) at its Optional Redemption Amount specified hereon (which may be the Early Redemption Amount (as described in Condition 6(b) above)), together with interest accrued to the date fixed for redemption. To exercise such option the holder must deposit (in the case of Bearer Notes) such Note (together with all unmatured Coupons and unexchanged Talons) with any Paying Agent or (in the case of Registered Notes) the Certificate representing such Note(s) with the Registrar or any Transfer Agent at its specified office, together with a duly completed option exercise notice (“Exercise Notice”) in the form obtainable from any Paying Agent, the Registrar or any Transfer Agent (as applicable) within the notice period. No Note or Certificate so deposited and option exercised may be withdrawn (except as provided in the Agency Agreement) without the prior consent of the Issuer. (B) Change of Control Put Option If Change of Control Put Event is specified hereon and a Change of Control Put Event occurs, the holder of any such Note will have the option (a “Change of Control Put Option”) (unless prior to the giving of the relevant Change of Control Put Event Notice (as defined below) the Issuer has given notice of redemption under Condition 6(c) or 6(d) above) to require the Issuer to redeem or, at the Issuer’s option, purchase (or procure the purchase of) that Note on the Change of Control Put Date (as defined below) at its Optional Redemption Amount specified hereon (which may be the Early Redemption Amount (as described in Condition 6(b) above)), together with interest accrued to the date fixed for redemption. A “Change of Control Put Event” will be deemed to occur if: (i) any person or any persons acting in concert, other than a holding company whose shareholders are or are to be substantially similar to the pre-existing shareholders of the Issuer and/or any direct or indirect holding company of the Issuer, shall acquire a controlling interest in (A) more than 50 per cent. of the issued or allotted ordinary share capital of the Issuer or (B) shares in the capital of the Issuer carrying more than 50 per cent. of the voting rights normally exercisable at a general meeting of the Issuer (each such event being, a “Change of Control”); and (ii) on the date (the “Relevant Announcement Date”) that is the earlier of (1) the date of the first public announcement of the relevant Change of Control and (2) the date of the earliest Relevant Potential Change of Control Announcement (if any): (A) the relevant Notes that have been issued and are outstanding carry an investment grade credit rating (Baa3/BBB-, or their respective equivalents, or better) (an “Investment Grade Rating”) from one or more Rating Agency (as provided by such Rating Agencies at the invitation of the Issuer) and all such ratings are, within 23 the Change of Control Period, withdrawn or downgraded to a non-investment grade credit rating (Ba1/BB+, or their respective equivalents, or worse), unless within the Change of Control Period at least one such rating is restored to an Investment Grade Rating by a Rating Agency or replaced by an Investment Grade Rating of another Rating Agency; or (B) the relevant Notes that have been issued and are outstanding carry an Investment Grade Rating from none of the Rating Agencies and the Issuer is unable to acquire and maintain an Investment Grade Rating during the Change of Control Period from at least one Rating Agency, and (iii) in making any decision to downgrade or withdraw a credit rating pursuant to paragraph (ii) above or to decline to confer an Investment Grade Rating, the relevant Rating Agency announces publicly or confirms in writing to the Issuer that such decision(s) resulted, in whole or in part, from the occurrence of the Change of Control or the Relevant Potential Change of Control Announcement. Promptly upon but in any case no later than five Business Days after the Issuer becoming aware that a Change of Control Put Event has occurred the Issuer shall give notice (a “Change of Control Put Event Notice”) to the Noteholders in accordance with Condition 14 specifying the nature of the Change of Control Put Event and the procedure for exercising the Change of Control Put Option. To exercise the Change of Control Put Option, the holder of a Bearer Note must deliver such Note to the specified office of any Paying Agent at any time during normal business hours of such Paying Agent falling within the period (the “Change of Control Put Period”) of 30 days after a Change of Control Put Event Notice is given, accompanied by a duly signed and completed notice of exercise in the form (for the time being current) obtainable from the specified office of any Paying Agent (a “Change of Control Put Notice”). The Note should be delivered together with all Coupons appertaining thereto maturing after the date which is seven days after the expiration of the Change of Control Put Period (the “Change of Control Put Date”), failing which, if Fixed Rate Note is specified hereon, the Paying Agent will require payment from or on behalf of the Noteholder of an amount equal to the face value of any missing such Coupon. Any amount so paid will be reimbursed to the Noteholder against presentation and surrender of the relevant missing Coupon (or any replacement therefor issued pursuant to Condition 12) at any time after such payment, but before the expiry of the period of five years from the date on which such Coupon would have become due, but not thereafter. For the avoidance of doubt, on the Change of Control Put Date unmatured Coupons relating to a Floating Rate Note shall become void and no payment shall be made in respect of them. The Paying Agent to which such Note and Change of Control Put Notice are delivered will issue to the Noteholder concerned a non- transferable receipt in respect of the Note so delivered. Payment in respect of any Note so delivered will be made, if the holder duly specified a bank account in the Change of Control Put Notice to which payment is to be made, on the Change of Control Put Date by transfer to that bank account and, in every other case, on or after the Change of Control Put Date against presentation and surrender or (as the case may be) endorsement of such receipt at the specified office of any Paying Agent. A Change of Control Put Notice, once given, shall be irrevocable. For the purposes of these Conditions, receipts issued pursuant to this Condition 6(e)(B) shall be treated as if they were Notes. To exercise the Change of Control Put Option, the holder of a Registered Note must deposit the Certificate evidencing such Note(s) with the Registrar or any Transfer Agent at its specified 24 office, together with a duly signed and completed Change of Control Put Notice obtainable from the Registrar or any Transfer Agent within the Change of Control Put Period. No Certificate so deposited and option so exercised may be withdrawn without the prior consent of the Issuer. Payment in respect of any Certificate so deposited will be made, if the holder duly specified a bank account in the Change of Control Put Notice to which payment is to be made, on the Change of Control Put Date by transfer to that bank account and, in every other case, by cheque drawn on a Bank (as defined in Condition 7(a)) and mailed to the holder (or to the first named of joint holders) of such Note at its address appearing in the Register. The Issuer shall redeem or purchase (or procure the purchase of) the relevant Notes on the Change of Control Put Date unless previously redeemed (or purchased) and cancelled. If the rating designations employed by any of Moody’s, Fitch or S&P are changed from those which are described in paragraph (ii) of the definition of “Change of Control Put Event” above, or if a rating is procured from a Substitute Rating Agency, the Issuer shall determine the rating designations of Moody’s, Fitch or S&P or such Substitute Rating Agency (as appropriate) as are most equivalent to the prior rating designations of Moody’s, Fitch or S&P and this Condition 6(f) shall be construed accordingly. In this Condition 6(e)(B): “Change of Control Period” means the period commencing on the Relevant Announcement Date and ending 180 days after the Change of Control (or such longer period for which the Notes are under consideration (such consideration having been announced publicly within the period ending 180 days after the Change of Control) for rating review or, as the case may be, rating by a Rating Agency, such period not to exceed 60 days after the public announcement of such consideration); “Rating Agency” means Moody’s Italia S.r.l. (“Moody’s”), Fitch Ratings Ireland Limited (“Fitch”) or S&P Global Ratings Europe Limited (“S&P”) or any of their respective affiliates or successors or any rating agency (a “Substitute Rating Agency”) substituted for any of them by the Issuer from time to time; and “Relevant Potential Change of Control Announcement” means any public announcement or statement by the Issuer, any actual or potential bidder or any adviser acting on behalf of any actual or potential bidder relating to any potential Change of Control where within 180 days following the date of such announcement or statement, a Change of Control occurs. (f) Purchases: Each of the Issuer, the Guarantors and their Subsidiaries as defined in the Agency Agreement may at any time purchase Notes (provided that all unmatured Coupons and unexchanged Talons relating thereto are attached thereto or surrendered therewith) in the open market or otherwise at any price. (g) Cancellation: All Notes purchased by or on behalf of the Issuer, any of the Guarantors or any of their Subsidiaries may be surrendered for cancellation, in the case of Bearer Notes, by surrendering each such Note together with all unmatured Coupons and all unexchanged Talons to the Fiscal Agent and, in the case of Registered Notes, by surrendering the Certificate representing such Notes to the Registrar and, in each case, if so surrendered, shall, together with all Notes redeemed by the Issuer, be cancelled forthwith (together with all unmatured Coupons and unexchanged Talons attached thereto or surrendered therewith). Any Notes so surrendered for cancellation may not be reissued or resold and the obligations of the Issuer and the Guarantors in respect of any such Notes shall be discharged. 25 7 Payments and Talons (a) Bearer Notes: Payments of principal and interest in respect of Bearer Notes shall, subject as mentioned below, be made against presentation and surrender of the relevant Notes (in the case of all other payments of principal and, in the case of interest, as specified in Condition 7(f)(vi)) or Coupons (in the case of interest, save as specified in Condition 7(f)(vi)), as the case may be, at the specified office of any Paying Agent outside the United States by a cheque payable in the relevant currency drawn on, or, at the option of the holder, by transfer to an account denominated in such currency with, a Bank. “Bank” means a bank in the principal financial centre for such currency or, in the case of euro, in a city in which banks have access to T2. (b) Registered Notes: (i) Payments of principal in respect of Registered Notes shall be made against presentation and surrender of the relevant Certificates at the specified office of any of the Transfer Agents or of the Registrar and in the manner provided in paragraph (ii) below. (ii) Interest on Registered Notes shall be paid to the person shown on the Register at the close of business on the fifteenth day before the due date for payment thereof (the “Record Date”). Payments of interest on each Registered Note shall be made in the relevant currency by cheque drawn on a Bank and mailed to the holder (or to the first-named of joint holders) of such Note at its address appearing in the Register. Upon application by the holder to the specified office of the Registrar or any Transfer Agent before the Record Date, such payment of interest may be made by transfer to an account in the relevant currency maintained by the payee with a Bank. (c) Payments in the United States: Notwithstanding the foregoing, if any Bearer Notes are denominated in U.S. dollars, payments in respect thereof may be made at the specified office of any Paying Agent in New York City in the same manner as aforesaid if (i) the Issuer shall have appointed Paying Agents with specified offices outside the United States with the reasonable expectation that such Paying Agents would be able to make payment of the amounts on the Notes in the manner provided above when due, (ii) payment in full of such amounts at all such offices is illegal or effectively precluded by exchange controls or other similar restrictions on payment or receipt of such amounts and (iii) such payment is then permitted by United States law, without involving, in the opinion of the Issuer, any adverse tax consequence to the Issuer. (d) Payments Subject to Laws: All payments are subject in all cases to any applicable fiscal or other laws, regulations and directives in the place of payment, but without prejudice to the provisions of Condition 8 and any withholding or deduction required pursuant to an agreement described in Section 1471(b) of the U.S. Internal Revenue Code of 1986 (the “Code”) or otherwise imposed pursuant to Sections 1471 through 1474 of the Code, any regulations or agreements thereunder, any official interpretations thereof, or any law implementing an intergovernmental approach thereto. No commission or expenses shall be charged to the Noteholders or Couponholders in respect of such payments. (e) Appointment of Agents: The Fiscal Agent, the Paying Agents, the Registrar, the Transfer Agents and the Calculation Agent initially appointed by the Issuer and their respective specified offices are listed below. The Fiscal Agent, the Paying Agents, the Registrar, Transfer Agents and the Calculation Agent(s) act solely as agents of the Issuer and do not assume any obligation or relationship of agency or trust for or with any Noteholder or Couponholder. The Issuer reserves the right at any time to vary or terminate the appointment of the Fiscal Agent, any other Paying Agent, the Registrar, any Transfer Agent or the Calculation Agent(s) and to appoint additional or other Paying Agents or Transfer Agents, provided that the Issuer shall at all times maintain (i) a Fiscal Agent, (ii) a Registrar in relation to Registered Notes, --- ![Slide 22]() > **Source slide transcript** > > 26 (iii) a Transfer Agent in relation to Registered Notes, (iv) one or more Calculation Agent(s) where the Conditions so require, (v) Paying Agents having specified offices in at least two major European cities and (vi) such other agents as may be required by any other stock exchange on which the Notes may be listed. In addition, the Issuer shall forthwith appoint a Paying Agent in New York City in respect of any Bearer Notes denominated in U.S. dollars in the circumstances described in paragraph (c) above. Notice of any such change or any change of any specified office shall promptly be given to the Noteholders. (f) Unmatured Coupons and unexchanged Talons: (i) Upon the due date for redemption of Bearer Notes which comprise Fixed Rate Notes, those Notes should be surrendered for payment together with all unmatured Coupons (if any) relating thereto, failing which an amount equal to the face value of each missing unmatured Coupon (or, in the case of payment not being made in full, that proportion of the amount of such missing unmatured Coupon that the sum of principal so paid bears to the total principal due) shall be deducted from the Final Redemption Amount, Early Redemption Amount or Optional Redemption Amount, as the case may be, due for payment. Any amount so deducted shall be paid in the manner mentioned above against surrender of such missing Coupon within a period of 10 years from the Relevant Date for the payment of such principal (whether or not such Coupon has become void pursuant to Condition 9). (ii) Upon the due date for redemption of any Bearer Note comprising a Floating Rate Note, unmatured Coupons relating to such Note (whether or not attached) shall become void and no payment shall be made in respect of them. (iii) Upon the due date for redemption of any Bearer Note, any unexchanged Talon relating to such Note (whether or not attached) shall become void and no Coupon shall be delivered in respect of such Talon. (iv) Where any Bearer Note that provides that the relative unmatured Coupons are to become void upon the due date for redemption of those Notes is presented for redemption without all unmatured Coupons, and where any Bearer Note is presented for redemption without any unexchanged Talon relating to it, redemption shall be made only against the provision of such indemnity as the Issuer may require. (v) If the due date for redemption of any Note is not a due date for payment of interest, interest accrued from the preceding due date for payment of interest or the Interest Commencement Date, as the case may be, shall only be payable against presentation (and surrender if appropriate) of the relevant Bearer Note or Certificate representing it, as the case may be. Interest accrued on a Note that only bears interest after its Maturity Date shall be payable on redemption of such Note against presentation of the relevant Note or Certificate representing it, as the case may be. (g) Talons: On or after the Interest Payment Date for the final Coupon forming part of a Coupon sheet issued in respect of any Bearer Note, the Talon forming part of such Coupon sheet may be surrendered at the specified office of the Fiscal Agent in exchange for a further Coupon sheet (and if necessary another Talon for a further Coupon sheet) (but excluding any Coupons that may have become void pursuant to Condition 9). (h) Non-Business Days: If any date for payment in respect of any Note or Coupon is not a business day, the holder shall not be entitled to payment until the next following business day nor to any interest or 27 other sum in respect of such postponed payment. In this paragraph, “business day” means a day (other than a Saturday or a Sunday) on which banks and foreign exchange markets are open for business in the relevant place of presentation, in such jurisdictions as shall be specified as “Financial Centres” hereon and: (i) (in the case of a payment in a currency other than euro) where payment is to be made by transfer to an account maintained with a bank in the relevant currency, on which foreign exchange transactions may be carried on in the relevant currency in the principal financial centre of the country of such currency or (ii) (in the case of a payment in euro) which is a Business Day on which T2 is open. 8 Taxation All payments of principal and interest by or on behalf of the Issuer in respect of the Notes and the Coupons shall be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within any Relevant Jurisdiction, unless such withholding or deduction is required by law. In that event, the Issuer shall pay such additional amounts as shall result in receipt by the Noteholders and the Couponholders of such amounts as would have been received by them had no such withholding or deduction been required, except that no such additional amounts shall be payable with respect to any Note or Coupon: (a) Other connection: to, or to a third party on behalf of, a holder who is liable to such taxes, duties, assessments or governmental charges in respect of such Note or Coupon by reason of his having some connection with any Relevant Jurisdiction other than the mere holding of the Note or Coupon or (b) Presentation more than 30 days after the Relevant Date: presented (or in respect of which the Certificate representing it is presented) for payment more than 30 days after the Relevant Date except to the extent that the holder of it would have been entitled to such additional amounts on presenting it for payment on the thirtieth such day or (c) Dutch Withholding Tax Act 2021: where such deduction or withholding is required to be made pursuant to the Dutch Withholding Tax Act 2021 (Wet bronbelasting 2021). As used in these Conditions, “Relevant Date” in respect of any Note or Coupon means the date on which payment in respect of it first becomes due or (if any amount of the money payable is improperly withheld or refused) the date on which payment in full of the amount outstanding is made or (if earlier) the date seven days after that on which notice is duly given to the Noteholders that, upon further presentation of the Note (or relative Certificate) or Coupon being made in accordance with the Conditions, such payment will be made, provided that payment is in fact made upon such presentation. References in these Conditions to (i) “principal” shall be deemed to include any premium payable in respect of the Notes, all Final Redemption Amounts, Early Redemption Amounts, Optional Redemption Amounts, Amortised Face Amounts and all other amounts in the nature of principal payable pursuant to Condition 6 or any amendment or supplement to it, (ii) “interest” shall be deemed to include all Interest Amounts and all other amounts payable pursuant to Condition 5 or any amendment or supplement to it and (iii) “principal” and/or “interest” shall be deemed to include any additional amounts that may be payable under this Condition. Notwithstanding any other provision in these Conditions, in no event will the Issuer be required to pay any additional amounts in respect of the Notes and Coupons for, or on account of, any withholding or deduction required pursuant to an agreement described in Section 1471(b) of the Code or otherwise imposed pursuant to Sections 1471 through 1474 of Code, any regulations or agreements thereunder, or any official interpretations thereof, or any law implementing an intergovernmental approach thereto. 28 9 Prescription Claims against the Issuer for payment in respect of the Notes and Coupons (which for this purpose shall not include Talons) shall be prescribed and become void unless made within five years from the date on which such payment first became due. 10 Events of Default (a) If any of the following events (“Events of Default”) occurs, the holder of any Note may give written notice to the Fiscal Agent at its specified office that such Note is immediately repayable, whereupon the Early Redemption Amount of such Note together (if applicable) with accrued interest to the date of payment shall become immediately due and payable: (i) Non-Payment: default is made for more than 30 days in the payment on the due date of interest or principal in respect of any of the Notes or (ii) Breach of Other Obligations: the Issuer or the Parent Guarantor does not perform or comply with any one or more of its other obligations in the Notes which default is incapable of remedy or is not remedied within 45 days after notice of such default shall have been given to the Fiscal Agent at its specified office by any Noteholder or (iii) Cross-Default: (A) any Capital Markets Indebtedness of the Issuer, the Parent Guarantor or a Material Subsidiary becomes (or becomes capable of being declared) due and payable prior to its stated maturity by reason of any actual or potential default, event of default or the like (howsoever described), or (B) any such Capital Markets Indebtedness is not paid when due or, as the case may be, within any originally applicable grace period, or (C) the Issuer, the Parent Guarantor or a Material Subsidiary fails to pay when due any amount payable by it under any present or future guarantee for, or indemnity in respect of, any moneys borrowed or raised, provided that the aggregate amount of the relevant indebtedness, guarantees and indemnities in respect of which one or more of the events mentioned above in this paragraph (c) have occurred equals or exceeds EUR 100,000,000 or its equivalent or (iv) Enforcement Proceedings: an executory attachment (executoriaal beslag) or an interlocutory attachment (conservatoir beslag) is made, or another attachment, distress, execution or other legal process under any law is levied, enforced or sued out on or against any of the property, assets or revenues of the Issuer, the Parent Guarantor or a Material Subsidiary representing an amount equal to or exceeding EUR 100,000,000 and is not cancelled, withdrawn, discharged or stayed within 90 days or (v) Security Enforced: any mortgage, charge, pledge, lien or other encumbrance, present or future, created or assumed by the Issuer, the Parent Guarantor or a Material Subsidiary representing an amount equal to or exceeding EUR 100,000,000 becomes enforceable and any step is taken to enforce it (including the taking of possession or the appointment of a receiver, administrative receiver, administrator manager or other similar person) or (vi) Insolvency: suspension of payments (surseance van betaling) or bankruptcy (faillissement) proceedings or similar proceedings under any law are initiated or applied for by the Issuer, the Parent Guarantor or a Material Subsidiary or by a third party in respect of the Issuer, the Parent Guarantor or a Material Subsidiary, and, in the case of a third party application, not discharged within 60 days, or the Issuer, the Parent Guarantor or a Material Subsidiary is (or is, or could be, deemed by law or a court to be) insolvent or bankrupt or unable to pay its debts under any applicable law, stops, suspends or threatens to stop or suspend payment of all or any part of (or 29 of a particular type of) its debts, proposes or makes a general assignment or an arrangement or composition with or for the benefit of the relevant creditors in respect of any of such debts or a moratorium is agreed or declared or comes into effect in respect of or affecting all or any part of (or of a particular type of) the debts of the Issuer, the Parent Guarantor or a Material Subsidiary, or any such measures are officially decreed, under any applicable law or (vii) Winding-up: an order is made or an effective resolution passed for the winding-up, administration, dissolution or liquidation (ontbinding, vereffening) of the Issuer or any Material Subsidiary that is a Subsidiary of the Issuer, or the Issuer or any Material Subsidiary that is a Subsidiary of the Issuer shall apply or petition for a winding-up or administration order in respect of itself, in each case except for the purpose of and followed by a reconstruction, amalgamation, reorganisation, merger, demerger or consolidation (i) on terms approved by an Extraordinary Resolution (as defined in the Agency Agreement) of the Noteholders or (ii) in the case of a Material Subsidiary that is a Subsidiary of the Issuer, under a solvent winding-up pursuant to a shareholders’ resolution or an intragroup reorganisation whereby the undertaking and assets of such Material Subsidiary are transferred to or otherwise vested in the Issuer or any of its Subsidiaries or (viii) Illegality: it is or will become unlawful for the Issuer or the Parent Guarantor to perform or comply with any one or more of its obligations under any of the Notes or the relevant Guarantee, as the case may be or (ix) Guarantee: a Guarantee is not (or is claimed by any of the Guarantors not to be) in full force and effect in accordance with its terms for any reason, except pursuant to these Conditions or terms of the Guarantee governing the release of the Guarantee or the satisfaction in full of all the obligations thereunder. (b) In the events specified in subparagraphs (ii) and (iii) of Condition 10(a), any notice declaring Notes due shall, unless at the time such notice is received any of the events specified in subparagraphs (i) and (iv) through (xi) of Condition 10(a) entitled Noteholders to declare their Notes due has occurred, become effective only when the Fiscal Agent has received such default notices from the Noteholders representing at least 15 per cent. of the aggregate nominal amount of Notes then outstanding. 11 Meeting of Noteholders and Modifications (a) Meetings of Noteholders: The Agency Agreement contains provisions for convening meetings of Noteholders (including meetings held by virtual means via an electronic platform) to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution (as defined in the Agency Agreement) of a modification of any of these Conditions. Such a meeting may be convened by Noteholders holding not less than 10 per cent. in nominal amount of the Notes for the time being outstanding. The quorum for any meeting convened to consider an Extraordinary Resolution shall be two or more persons holding or representing a clear majority in nominal amount of the Notes for the time being outstanding, or at any adjourned meeting two or more persons being or representing Noteholders whatever the nominal amount of the Notes held or represented, unless the business of such meeting includes consideration of proposals, inter alia, (i) to amend the dates of maturity or redemption of the Notes or any date for payment of interest or Interest Amounts on the Notes, (ii) to reduce or cancel the nominal amount of, or any premium payable on redemption of, the Notes, (iii) to reduce the rate or rates of interest in respect of the Notes or to vary the method or basis of calculating the rate or rates or amount of interest or the basis for calculating any Interest Amount in respect of the Notes, (iv) if a Minimum and/or a Maximum Rate of Interest or Redemption Amount is shown hereon, to reduce any --- ![Slide 23]() > **Source slide transcript** > > 30 such Minimum and/or Maximum, (v) to vary any method of, or basis for, calculating Final Redemption Amount, Early Redemption Amount, Optional Redemption Amount, Residual Call Early Redemption Amount or Transaction Trigger Redemption Amount, as the case may be, including the method of calculating the Amortised Face Amount, (vi) to vary the currency or currencies of payment or denomination of the Notes, (vii) to modify the provisions concerning the quorum required at any meeting of Noteholders or the majority required to pass the Extraordinary Resolution, or (viii) without prejudice to Condition 3(a) or 3(c), to modify or cancel any of the Guarantees, in which case the necessary quorum shall be two or more persons holding or representing not less than 75 per cent. or at any adjourned meeting not less than 25 per cent. in nominal amount of the Notes for the time being outstanding. Any Extraordinary Resolution duly passed shall be binding on Noteholders (whether or not they were present at the meeting at which such resolution was passed) and on all Couponholders. The Agency Agreement provides that a resolution in writing signed by or on behalf of the holders of not less than 75 per cent. in nominal amount of the Notes outstanding shall for all purposes be as valid and effective as an Extraordinary Resolution passed at a meeting of Noteholders duly convened and held. Such a resolution in writing may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Noteholders. (b) Modification of Agency Agreement: The Issuer shall only permit any modification of, or any waiver or authorisation of any breach or proposed breach of or any failure to comply with, the Agency Agreement, if to do so could not reasonably be expected to be prejudicial to the interests of the Noteholders. (c) Issuer Substitution: (i) The Issuer may, and the Noteholders and Couponholders hereby irrevocably agree in advance that the Issuer may without any further consent of the Noteholders or Couponholders being required, when no payment of principal of any of the Notes or interest on any of the Notes is in default, be replaced and substituted by the Parent Guarantor or any directly or indirectly wholly- owned subsidiary of the Parent Guarantor (the “Substituted Debtor”) as principal debtor in respect of the Notes and the relative Coupons provided that such documents shall be executed by the Substituted Debtor and the Issuer as may be necessary to give full effect to the substitution (together the “Substitution Documents”) and: (A) (without limiting the generality of the foregoing) pursuant to the Substitution Documents (i) the Substituted Debtor shall undertake in favour of each Noteholder and Couponholder to be bound by the Terms and Conditions and the provisions of the Agency Agreement as fully as if the Substituted Debtor had been named in the Notes, the relative Coupons and the Agency Agreement as the principal debtor in respect of the Notes and the relative Coupons in place of the Issuer and (ii) the Issuer shall guarantee, which guarantee shall be unconditional and irrevocable, (the “Issuer Guarantee”) in favour of each Noteholder and holder of the relative Coupons the payment of all sums payable (including any additional amounts payable pursuant to Condition 8) in respect of the Notes and the relative Coupons; (B) where the Substituted Debtor is incorporated, domiciled or resident for taxation purposes in a territory other than the Netherlands, the Substitution Documents shall contain a covenant and/or such other provisions as may be necessary to ensure that each Noteholder and Couponholder has the benefit of a covenant in terms corresponding to the provisions of Condition 8 with the substitution of the references to the Netherlands with references to the territory in which the Substituted Debtor is incorporated, domiciled and/or resident 31 for taxation purposes. The Substitution Documents shall also contain a covenant by the Substituted Debtor and the Issuer to indemnify and hold harmless each Noteholder and Couponholder against all liabilities, costs, charges and expenses (provided that insofar as the liabilities, costs, charges and expenses are taxes or duties, the same arise by reason of a law or regulation having legal effect or being in reasonable contemplation thereof on the date such substitution becomes effective) which may be incurred by or levied against such holder as a result of any substitution pursuant to this Condition and which would not have been so incurred or levied had such substitution not been made (and, without limiting the foregoing, such liabilities, costs, charges and expenses shall include any and all taxes or duties which are imposed on any such Noteholder or Couponholder by any political sub- division or taxing authority of any country in which such Noteholder or Couponholder resides or is subject to any such tax or duty and which would not have been so imposed had such substitution not been made); (C) the Substitution Documents shall contain a warranty and representation by the Substituted Debtor and the Issuer (a) that each of the Substituted Debtor and the Issuer has obtained all necessary governmental and regulatory approvals and consents for such substitution and the performance of its obligations under the Substitution Documents, and that all such approvals and consents are in full force and effect and (b) that the obligations assumed by each of the Substituted Debtor and the Issuer under the Substitution Documents are all valid and binding in accordance with their respective terms and enforceable by each Noteholder; (D) each stock exchange which has Notes listed thereon shall have confirmed that following the proposed substitution of the Substituted Debtor for the Issuer, the Notes would continue to be listed on such stock exchange; (E) the Issuer shall have delivered to the Fiscal Agent or procured the delivery to the Fiscal Agent of a legal opinion from the internal legal adviser to the Issuer to the effect that the Substitution Documents (including the Issuer Guarantee) constitute legal, valid and binding obligations of the Issuer, such opinion to be dated not more than three days prior to the date of substitution of the Substituted Debtor for the Issuer and to be available for inspection by Noteholders and Couponholders at the specified office of the Fiscal Agent; and (F) the Issuer shall have delivered to the Fiscal Agent or procured the delivery to the Fiscal Agent of a legal opinion from a reputable firm of Dutch lawyers (and, if applicable, from a leading firm of local lawyers acting for the Substituted Debtor) to the effect that the Substitution Documents (including the Issuer Guarantee, if applicable) constitute legal, valid and binding obligations of the Substituted Debtor and, if applicable, the Issuer under Dutch law, such opinion to be dated not more than three days prior to the date of substitution of the Substituted Debtor for the Issuer and to be available for inspection by Noteholders and Couponholders at the specified office of the Fiscal Agent. (ii) In connection with any substitution effected pursuant to this Condition, neither the Issuer (or previously substituted company, as the case may be) nor the Substituted Debtor need to have any regard to, or be in any way liable for, the consequences of any such substitution for individual Noteholders or Couponholders resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory. No Noteholder or Couponholder shall, in connection with any such substitution, be entitled to claim from the Issuer (or previously substituted company, as the case may be) or any Substituted Debtor 32 under the Notes and the relative Coupons any indemnification or payment in respect of any tax or other consequences arising from such substitution, except already provided in Condition 8 as modified in accordance with the following paragraph. (iii) Upon the execution of the Substitution Documents as referred to in Condition 11(c)(i) above, and subject to the notice as referred to in Condition 11(c)(vi) below having been given, the Substituted Debtor shall be deemed to be named in the Notes and the relative Coupons as the principal debtor in place of the Issuer and the Notes and the relative Coupons shall thereupon be deemed to be amended to give effect to the substitution. The execution of the Substitution Documents shall operate to release the Issuer as issuer from all of its obligations as principal debtor in respect of the Notes and the relative Coupons save that any claims under the Notes and the relative Coupons arising against the Issuer prior to its release shall inure to the benefit of Noteholders and Couponholders. (iv) The Substitution Documents shall be deposited with and held by the Fiscal Agent for so long as any Notes or Coupons remain outstanding and for so long as any claim made against the Substituted Debtor by any Noteholder or Couponholder in relation to the Notes or the relative Coupons or the Substitution Documents is not finally adjudicated, settled or discharged. The Substituted Debtor and the Issuer shall acknowledge in the Substitution Documents the right of every Noteholder or Couponholder to the production of the Substitution Documents for the enforcement of any of the Notes or the relative Coupons or the Substitution Documents. (v) Not later than 15 days after the execution of the Substitution Documents, the Substituted Debtor shall give notice thereof to the Noteholders in accordance with Condition 14. (vi) Upon the notice referred to in Condition 11(c)(v) above being given and without prejudice to the efficacy of the substitution the Issuer and the Substituted Debtor will use best efforts to provide such information in respect of the Substituted Debtor as may reasonably be requested by a Noteholder or Couponholder as part of its on-boarding procedures. 12 Replacement of Notes, Certificates, Coupons and Talons If a Note, Certificate, Coupon or Talon is lost, stolen, mutilated, defaced or destroyed, it may be replaced, subject to applicable laws, regulations and stock exchange or other relevant authority regulations, at the specified office of the Fiscal Agent (in the case of Bearer Notes, Coupons or Talons) and of the Registrar (in the case of Certificates) or such other Paying Agent or Transfer Agent, as the case may be, as may from time to time be designated by the Issuer for the purpose and notice of whose designation is given to Noteholders, in each case on payment by the claimant of the fees and costs incurred in connection therewith and on such terms as to evidence, security and indemnity (which may provide, inter alia, that if the allegedly lost, stolen or destroyed Note, Certificate, Coupon or Talon is subsequently presented for payment or, as the case may be, for exchange for further Coupons, there shall be paid to the Issuer on demand the amount payable by the Issuer in respect of such Notes, Certificates, Coupons or further Coupons) and otherwise as the Issuer may require. Mutilated or defaced Notes, Certificates, Coupons or Talons must be surrendered before replacements will be issued. 13 Further Issues The Issuer may from time to time without the consent of the Noteholders or Couponholders create and issue further notes having the same terms and conditions as the Notes (so that, for the avoidance of doubt, references in these Conditions to “Issue Date” shall be to the first issue date of the Notes) and so that the same shall be 33 consolidated and form a single series with such Notes, and references in these Conditions to “Notes” shall be construed accordingly. 14 Notices Notices required to be given to the holders of Registered Notes pursuant to the Conditions shall be mailed to them at their respective addresses in the Register and deemed to have been given on the fourth weekday (being a day other than a Saturday or a Sunday) after the date of mailing. Notices required to be given to the holders of Bearer Notes pursuant to the Conditions shall be valid if published in a daily newspaper of general circulation in London (which is expected to be the Financial Times). So long as the Notes are listed on the Luxembourg Stock Exchange, notices required to be given to holders of the Notes pursuant to the Conditions shall also be published either on the website of the Luxembourg Stock Exchange (www.luxse.com) or in a daily newspaper with general circulation in Luxembourg (which is expected to be the Luxemburger Wort). If any such publication is not practicable, notice required to be given pursuant to the Conditions shall be validly given if published in another leading daily English language newspaper with general circulation in Europe. Any such notice shall be deemed to have been given on the date of such publication or, if published more than once or on different dates, on the date of the first publication as provided above. Couponholders shall be deemed for all purposes to have notice of the contents of any notice given to the holders of Bearer Notes in accordance with this Condition. 15 Currency Indemnity 16 Any amount received or recovered in a currency other than the currency in which payment under the relevant Note or Coupon is due (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvency, winding-up or dissolution of the Issuer or otherwise) by any Noteholder or Couponholder in respect of any sum expressed to be due to it from the Issuer shall only constitute a discharge to the Issuer to the extent of the amount in the currency of payment under the relevant Note or Coupon that the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If the amount received or recovered is less than the amount expressed to be due to the recipient under any Note or Coupon, the Issuer shall indemnify it against any loss sustained by it as a result. In any event, the Issuer shall indemnify the recipient against the cost of making any such purchase. For the purposes of this Condition, it shall be sufficient for the Noteholder or Couponholder, as the case may be, to demonstrate that it would have suffered a loss had an actual purchase been made. These indemnities constitute a separate and independent obligation from the Issuer’s other obligations, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by any Noteholder or Couponholder and shall continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Note or Coupon or any other judgment or order. 17 Governing Law and Jurisdiction (a) Governing Law: The Notes, the Coupons and the Talons and any non-contractual obligations arising out of or in connection with them are governed by, and shall be construed in accordance with, Dutch law. (b) Jurisdiction: The courts of Amsterdam, The Netherlands, are to have jurisdiction to settle any disputes that may arise out of or in connection with any Notes, Coupons or Talons and accordingly any legal action or proceedings arising out of or in connection with any Notes, Coupons or Talons (“Proceedings”) may be brought in such courts. The Issuer irrevocably submits to the jurisdiction of the --- ![Slide 24]() > **Source slide transcript** > > 34 courts of Amsterdam, The Netherlands, and waives any objection to Proceedings in such courts on the ground of venue or on the ground that the Proceedings have been brought in an inconvenient forum. These submissions are made for the benefit of each of the holders of the Notes, Coupons and Talons and shall not affect the right of any of them to take Proceedings in any other court of competent jurisdiction nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not). These Conditions may be amended, modified or varied in relation to any Series of Notes by the terms of the relevant Final Terms in relation to such Series. Schedule 6 Amended and restated Conditions applicable to the Notes subject to the 2025 Agency Agreement 3220545540 27 1 TERMS AND CONDITIONS OF THE NOTES The following is the text of the terms and conditions that, subject to completion and amendment and as supplemented or varied in accordance with the provisions of Part A of the relevant Final Terms, shall be applicable to the Notes in definitive form (if any) issued in exchange for the Global Note(s) representing each Series. Either (i) the full text of these terms and conditions together with the relevant provisions of Part A of the Final Terms or (ii) these terms and conditions as so completed, amended, supplemented or varied (and subject to simplification by the deletion of non-applicable provisions), shall be endorsed on such Bearer Notes or on the Certificates relating to such Registered Notes. All capitalised terms that are not defined in these Conditions will have the meanings given to them in Part A of the relevant Final Terms. Those definitions will be endorsed on the definitive Notes or Certificates, as the case may be. References in the Conditions to “Notes” are to the Notes of one Series only, not to all Notes that may be issued under the Programme. The Notes are issued pursuant to an amended and restated Agency Agreement (as amended or supplemented as at the Issue Date, the “Agency Agreement”) dated 15 May 2025 as further amended and restated from time to time between JDEP Coffee B.V. (the “Issuer”), Deutsche Bank AG, London Branch as fiscal agent and the other agents named in it and Deutsche Bank Luxembourg S.A. as registrar, and with the benefit of a deed of guarantee (the “Deed of Guarantee”) dated 21 May 2026 executed by the Issuer, Maple Parent Holdings Corp. (“Maple”), Keurig Dr Pepper Inc. (“KDP”), the other Guarantors (as defined in Condition 3(a). The fiscal agent, the paying agents, the registrar, the transfer agents and the calculation agent(s) for the time being (if any) are referred to below respectively as the “Fiscal Agent”, the “Paying Agents” (which expression shall include the Fiscal Agent), the “Registrar”, the “Transfer Agents” and the “Calculation Agent(s)”. The Noteholders (as defined below), the holders of the interest coupons (the “Coupons”) relating to interest bearing Notes in bearer form and, where applicable in the case of such Notes, talons for further Coupons (the “Talons”) (the “Couponholders”) are deemed to have notice of all of the provisions of the Agency Agreement applicable to them. As used in these terms and conditions (the “Conditions”), “Tranche” means Notes which are identical in all respects and “Series” means a Tranche of Notes together with any further Tranche or Tranches of Notes which are (i) expressed to be consolidated and form a single series and (ii) are identical in all respects (including as to listing) except for their respective Issue Dates, Interest Commencement Dates and/or Issue Prices. Copies of the Agency Agreement are available for inspection at the specified offices of each of the Issuer, the Paying Agents, the Registrar and the Transfer Agents. 1 Form, Denomination and Title The Notes are issued in bearer form (“Bearer Notes”) or in registered form (“Registered Notes”) in each case in the Specified Denomination(s) shown hereon. This Note is a Fixed Rate Note, a Floating Rate Note or a Zero Coupon Note, a combination of any of the foregoing or any other kind of Note, depending upon the Interest and Redemption/Payment Basis shown hereon. Bearer Notes are serially numbered and are issued with Coupons (and, where appropriate, a Talon) attached, save in the case of Zero Coupon Notes in which case references to interest (other than in relation to interest due after the Maturity Date), Coupons and Talons in these Conditions are not applicable. Registered Notes are represented by registered certificates (“Certificates”) and, save as provided in Condition 2(c), each Certificate shall represent the entire holding of Registered Notes by the same holder. 2 Title to the Bearer Notes and the Coupons and Talons shall pass by delivery. Title to the Registered Notes shall pass by registration in the register that the Issuer shall procure to be kept by the Registrar in accordance with the provisions of the Agency Agreement (the “Register”). Except as ordered by a court of competent jurisdiction or as required by law, the holder (as defined below) of any Note, Coupon or Talon shall be deemed to be and may be treated as its absolute owner for all purposes, whether or not it is overdue and regardless of any notice of ownership, trust or an interest in it, any writing on it (or on the Certificate representing it) or its theft or loss (or that of the related Certificate) and no person shall be liable for so treating the holder. In these Conditions, “Noteholder” means the bearer of any Bearer Note or the person in whose name a Registered Note is registered (as the case may be), “holder” (in relation to a Note, Coupon or Talon) means the bearer of any Bearer Note, Coupon or Talon or the person in whose name a Registered Note is registered (as the case may be) and capitalised terms have the meanings given to them hereon, the absence of any such meaning indicating that such term is not applicable to the Notes. 2 No Exchange of Notes and Transfers of Registered Notes (a) No Exchange of Notes: Registered Notes may not be exchanged for Bearer Notes. Bearer Notes of one Specified Denomination may not be exchanged for Bearer Notes of another Specified Denomination. Bearer Notes may not be exchanged for Registered Notes. (b) Transfer of Registered Notes: One or more Registered Notes may be transferred upon the surrender (at the specified office of the Registrar or any Transfer Agent) of the Certificate representing such Registered Notes to be transferred, together with the form of transfer endorsed on such Certificate, (or another form of transfer substantially in the same form and containing the same representations and certifications (if any), unless otherwise agreed by the Issuer), duly completed and executed and any other evidence as the Registrar or Transfer Agent may reasonably require. In the case of a transfer of part only of a holding of Registered Notes represented by one Certificate, a new Certificate shall be issued to the transferee in respect of the part transferred and a further new Certificate in respect of the balance of the holding not transferred shall be issued to the transferor. All transfers of Notes and entries on the Register will be made subject to the detailed regulations concerning transfers of Notes scheduled to the Agency Agreement. The regulations may be changed by the Issuer, with the prior written approval of the Registrar and the Noteholders. A copy of the current regulations will be made available by the Registrar to any Noteholder upon request. (c) Exercise of Options or Partial Redemption in Respect of Registered Notes: In the case of an exercise of an Issuer’s or Noteholders’ option in respect of, or a partial redemption of, a holding of Registered Notes represented by a single Certificate, a new Certificate shall be issued to the holder to reflect the exercise of such option or in respect of the balance of the holding not redeemed. In the case of a partial exercise of an option resulting in Registered Notes of the same holding having different terms, separate Certificates shall be issued in respect of those Notes of that holding that have the same terms. New Certificates shall only be issued against surrender of the existing Certificates to the Registrar or any Transfer Agent. In the case of a transfer of Registered Notes to a person who is already a holder of Registered Notes, a new Certificate representing the enlarged holding shall only be issued against surrender of the Certificate representing the existing holding. (d) Delivery of New Certificates: Each new Certificate to be issued pursuant to Conditions 2 (b) or (c) shall be available for delivery within three business days of receipt of the form of transfer or Exercise Notice (as defined in Condition 6(e)) and surrender of the Certificate for exchange. Delivery of the new Certificate(s) shall be made at the specified office of the Transfer Agent or of the Registrar (as the case may be) to whom delivery or surrender of such form of transfer, Exercise Notice or Certificate shall --- ![Slide 25]() > **Source slide transcript** > > 3 have been made or, at the option of the holder making such delivery or surrender as aforesaid and as specified in the relevant form of transfer, Exercise Notice or otherwise in writing, be mailed by uninsured post at the risk of the holder entitled to the new Certificate to such address as may be so specified, unless such holder requests otherwise and pays in advance to the relevant Agent (as defined in the Agency Agreement) the costs of such other method of delivery and/or such insurance as it may specify. In this Condition 2(d), “business day” means a day, other than a Saturday or Sunday, on which banks are open for business in the place of the specified office of the relevant Transfer Agent or the Registrar (as the case may be). (e) Transfer Free of Charge: Transfers of Notes and Certificates on registration, transfer, partial redemption or exercise of an option shall be effected without charge by or on behalf of the Issuer, the Registrar or the Transfer Agents, but upon payment of any tax or other governmental charges that may be imposed in relation to it (or the giving of such indemnity as the Registrar or the relevant Transfer Agent may require). (f) Closed Periods: No Noteholder may require the transfer of a Registered Note to be registered (i) during the period of 15 days ending on the due date for redemption of that Note, (ii) during the period of 15 days before any date on which Notes may be called for redemption by the Issuer at its option pursuant to Condition 6(d), (iii) after any such Note has been called for redemption or (iv) during the period of seven days ending on (and including) any Record Date. 3 Guarantees and Status (a) Guarantees: (i) Until the Separation, KDP and all of KDP’s existing and future subsidiaries (other than the Issuer) that guarantee any of KDP’s other indebtedness (such guarantors that are subsidiaries of KDP but not subsidiaries of Maple (the “KDP Guarantors”), and (ii) subsequent to the Separation, Maple and all of Maple’s existing and future subsidiaries (other than the Issuer) that guarantee any of Maple’s other indebtedness (the “Maple Guarantors” and together with KDP and the KDP Guarantors, the “Guarantors”, which term shall include any Guarantor added to the Deed of Guarantee and shall exclude any Guarantor released in accordance with Condition 3(c)), in each case will unconditionally and irrevocably guarantee (subject to the provisions of Condition 3(c) below) the due payment of all sums expressed to be payable by the Issuer under the Notes and the Coupons. Its obligations in that respect (each a “Guarantee” and together the “Guarantees”) are contained in the Deed of Guarantee. (b) Status of Notes and Guarantees: The Notes and the Coupons relating to them constitute (subject to Condition 4) unsecured obligations of the Issuer and shall at all times rank pari passu and without any preference among themselves. The payment obligations of the Issuer under the Notes and the Coupons relating to them and of the Guarantors under the Guarantees shall, save for such exceptions as may be provided by applicable legislation and subject to Condition 4, at all times rank at least equally with all other unsecured and unsubordinated indebtedness and monetary obligations of the Issuer and each of the Guarantors respectively, present and future. (c) Release of a Guarantor: Pursuant to its terms, each Guarantee (but not any payment obligation under a Guarantee which has already become due and payable) will be automatically and unconditionally released (and thereupon shall terminate and be discharged and be of no further force and effect) upon the occurrence of any other termination or release event as set out in the Deed of Guarantee, including, without limitation, upon the Separation in the case of the Guarantees by KDP and the KDP Guarantors. “Coffee Business” means, collectively, (A) (i) the “U.S. Coffee” operating segment of KDP excluding the sales related to the distribution of ready-to-drink La Colombe coffee beverages and (ii) that portion of the “International” operating segment of KDP consisting of sales in Canada from the manufacture 4 and distribution of finished goods relating to single serve brewers, K-Cup pods, AltaRounds pressed coffee and other coffee products and (B) the business of JDE Peet’s and its subsidiaries. “Separation” means the proposed separation of all or substantially all of the Coffee Business through (x) a contribution, directly or indirectly, of the applicable assets and liabilities of such business and/or through a contribution, directly or indirectly, of the applicable legal entities comprising such business to Maple (or a subsidiary of Maple), in each case to the extent such assets, liabilities or entities are not already held by Maple or a subsidiary of Maple, and (y) the distribution of outstanding equity securities of Maple (or a direct or indirect parent of Maple) to the holders of common stock of KDP as of a record date to be determined by KDP, in each case of the foregoing, in a transaction qualifying under Section 355 or Section 361 of the United States Internal Revenue Code of 1986 (the “Code”), as amended, together with any transactions related thereto or contemplated thereby. (d) Notice of change of Guarantors: Notice of any grant of a new guarantee or release of a Guarantor pursuant to Condition 3(a) or Condition 3(c), respectively, will be given to Noteholders in accordance with Condition 14, no later than 14 days after such grant or release. 4 Negative Pledge So long as any Note or Coupon remains outstanding (as defined in the Agency Agreement) neither the Issuer nor any of the Guarantors that is a Subsidiary of the Issuer (such Guarantors, the “Subsidiary Guarantors”) will, and will ensure that none of its Material Subsidiaries will create, or have outstanding any mortgage, charge, lien, pledge or other security interest, upon the whole or any part of its present or future undertaking, assets or revenues (including any uncalled capital) to secure any Capital Markets Indebtedness or to secure any guarantee or indemnity in respect of any Capital Markets Indebtedness without at the same time or prior thereto according to the Notes and the Coupons the same security as is created or subsisting to secure any such Capital Markets Indebtedness, guarantee or indemnity or such other security as shall be approved by an Extraordinary Resolution (as defined in the Agency Agreement) of the Noteholders. In these Conditions: (i) “Capital Markets Indebtedness” means any indebtedness, present or future, of the Issuer, any of the Guarantors or any third party in the form of notes or bond or similar instruments with an original maturity of more than one year, which can be traded on any stock exchange or other securities market; (ii) “Material Subsidiary” means any Subsidiary of the Parent Guarantor, the adjusted consolidated earnings before interest and taxes (“Adjusted EBIT”) of which represents 10 per cent. or more of the Parent Guarantor’s consolidated Adjusted EBIT as reflected in its most recent annual report, provided that, in the case of a Subsidiary acquired or incorporated by the Parent Guarantor during or after the financial year shown in the Parent Guarantor’s most recent annual audited financial statements, such calculation shall be made on the basis of the contribution of such Subsidiary considered on a pro forma basis as if it had been acquired at the beginning of the relevant period, with the pro forma calculation (including any adjustments) being made by the Parent Guarantor acting in good faith. (iii) “Parent Guarantor” means (i) prior to the Separation, KDP and (ii) immediately following the Separation, Maple or any direct or indirect parent company of Maple that is a Guarantor. (iv) “Person” means any individual, company, corporation, firm, partnership, joint venture, association, organisation, state or agency of a state or other entity, whether or not having separate legal personality. (v) “Subsidiary” means, in relation to any Person (the “first Person”) at any particular time, any other Person (the “second Person”): 5 (A) whose affairs and policies the first Person controls or has the power to control, whether by ownership of share capital, contract, the power to appoint or remove members of the governing body of the second Person or otherwise; or (B) whose financial statements are, in accordance with applicable law and generally accepted accounting principles, consolidated with those of the first Person. 5 Interest and other Calculations (a) Interest on Fixed Rate Notes: Each Fixed Rate Note bears interest on its outstanding nominal amount from and including the Interest Commencement Date at the rate per annum (expressed as a percentage) equal to the Rate of Interest, such interest being payable in arrear on each Interest Payment Date. The amount of interest payable shall be determined in accordance with Condition 5(h). (b) Interest on Floating Rate Notes: (i) Interest Payment Dates: Each Floating Rate Note bears interest on its outstanding nominal amount from and including the Interest Commencement Date at the rate per annum (expressed as a percentage) equal to the Rate of Interest, such interest being payable in arrear on each Interest Payment Date. The amount of interest payable shall be determined in accordance with Condition 5(h). Such Interest Payment Date(s) is/are either shown hereon as Specified Interest Payment Dates or, if no Specified Interest Payment Date(s) is/are shown hereon, Interest Payment Date shall mean each date which falls the number of months or other period shown hereon as the Interest Period after the preceding Interest Payment Date or, in the case of the first Interest Payment Date, after the Interest Commencement Date. (ii) Business Day Convention: If any date referred to in these Conditions that is specified to be subject to adjustment in accordance with a Business Day Convention would otherwise fall on a day that is not a Business Day, then, if the Business Day Convention specified is (A) the Floating Rate Business Day Convention, such date shall be postponed to the next day that is a Business Day unless it would thereby fall into the next calendar month, in which event (x) such date shall be brought forward to the immediately preceding Business Day and (y) each subsequent such date shall be the last Business Day of the month in which such date would have fallen had it not been subject to adjustment, (B) the Following Business Day Convention, such date shall be postponed to the next day that is a Business Day, (C) the Modified Following Business Day Convention, such date shall be postponed to the next day that is a Business Day unless it would thereby fall into the next calendar month, in which event such date shall be brought forward to the immediately preceding Business Day or (D) the Preceding Business Day Convention, such date shall be brought forward to the immediately preceding Business Day. (iii) Rate of Interest for Floating Rate Notes: The Rate of Interest in respect of Floating Rate Notes for each Interest Accrual Period shall be determined in the manner specified hereon and the provisions below relating to Screen Rate Determination shall apply. (A) Screen Rate Determination for Floating Rate Notes (a) Where Screen Rate Determination is specified hereon as the manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest Accrual Period will, subject as provided below, be either: (1) the offered quotation; or (2) the arithmetic mean of the offered quotations, 6 (expressed as a percentage rate per annum) for the Reference Rate which appears or appear, as the case may be, on the Relevant Screen Page as at either 11.00 a.m. (Brussels time in the case of EURIBOR) on the Interest Determination Date in question as determined by the Calculation Agent. If five or more of such offered quotations are available on the Relevant Screen Page, the highest (or, if there is more than one such highest quotation, one only of such quotations) and the lowest (or, if there is more than one such lowest quotation, one only of such quotations) shall be disregarded by the Calculation Agent for the purpose of determining the arithmetic mean of such offered quotations. If the Reference Rate from time to time in respect of Floating Rate Notes is specified hereon as being other than EURIBOR, the Rate of Interest in respect of such Notes will be determined as provided hereon. (b) if the Relevant Screen Page is not available or, if sub-paragraph (x)(1) applies and no such offered quotation appears on the Relevant Screen Page, or, if sub- paragraph (x)(2) applies and fewer than three such offered quotations appear on the Relevant Screen Page, in each case as at the time specified above, subject as provided below, the Issuer shall request, if the Reference Rate is EURIBOR, the principal Euro-zone office of each of the Reference Banks, to provide the Calculation Agent with its offered quotation (expressed as a percentage rate per annum) for the Reference Rate, if the Reference Rate is EURIBOR, at approximately 11.00 a.m. (Brussels time) on the Interest Determination Date in question. If two or more of the Reference Banks provide the Calculation Agent with such offered quotations, the Rate of Interest for such Interest Accrual Period shall be the arithmetic mean of such offered quotations as determined by the Calculation Agent; and (c) if paragraph (y) above applies and the Calculation Agent determines that fewer than two Reference Banks are providing offered quotations, subject as provided below, the Rate of Interest shall be the arithmetic mean of the rates per annum (expressed as a percentage) as communicated to (at the request of the Issuer) the Calculation Agent by the Reference Banks or any two or more of them, at which such banks were offered, if the Reference Rate is EURIBOR, at approximately 11.00 a.m. (Brussels time) on the relevant Interest Determination Date, deposits in the Specified Currency for a period equal to that which would have been used for the Reference Rate by leading banks in, if the Reference Rate is EURIBOR, the Euro-zone inter-bank market or, if fewer than two of the Reference Banks provide the Calculation Agent with such offered rates, the offered rate for deposits in the Specified Currency for a period equal to that which would have been used for the Reference Rate, or the arithmetic mean of the offered rates for deposits in the Specified Currency for a period equal to that which would have been used for the Reference Rate, at which, if the Reference Rate is EURIBOR, at approximately 11.00 a.m. (Brussels time), on the relevant Interest Determination Date, any one or more banks (which bank or banks is or are in the opinion of the Issuer suitable for such purpose) informs the Calculation Agent it is quoting to leading banks in, if the Reference Rate is EURIBOR, the Euro-zone inter-bank market, as the case may be, provided that, if the Rate of Interest cannot be determined in accordance with the foregoing provisions of this paragraph, the Rate of Interest shall be determined as at the last preceding Interest Determination Date (though substituting, where a --- ![Slide 26]() > **Source slide transcript** > > 7 different Margin or Maximum or Minimum Rate of Interest is to be applied to the relevant Interest Accrual Period from that which applied to the last preceding Interest Accrual Period, the Margin or Maximum or Minimum Rate of Interest relating to the relevant Interest Accrual Period, in place of the Margin or Maximum or Minimum Rate of Interest relating to that last preceding Interest Accrual Period). (B) Linear Interpolation Where Linear Interpolation is specified hereon as applicable in respect of an Interest Accrual Period, the Rate of Interest for such Interest Accrual Period shall be calculated by the Calculation Agent by straight line linear interpolation by reference to two rates based on the relevant Reference Rate (where Screen Rate Determination is specified hereon as applicable), one of which shall be determined as if the Applicable Maturity were the period of time for which rates are available next shorter than the length of the relevant Interest Accrual Period and the other of which shall be determined as if the Applicable Maturity were the period of time for which rates are available next longer than the length of the relevant Interest Accrual Period provided however that if there is no rate available for the period of time next shorter or, as the case may be, next longer, then the Calculation Agent shall determine such rate at such time and by reference to such sources as it determines appropriate. “Applicable Maturity” means: the period of time designated in the Reference Rate. (iv) Benchmark discontinuation (A) Independent Adviser If a Benchmark Event occurs in relation to an Original Reference Rate when any Rate of Interest (or any component part thereof) remains to be determined by reference to such Original Reference Rate the Issuer shall use its reasonable endeavours to appoint an Independent Adviser, as soon as reasonably practicable, to determine a Successor Rate, failing which an Alternative Rate (in accordance with Condition 5(b)(iv)(B)) and, in either case, an Adjustment Spread and any Benchmark Amendments (in accordance with Condition5(b)(iv)(D)). In making such determination, the Independent Adviser appointed pursuant to this Condition 5(b)(iv) shall act in good faith and in a commercially reasonable manner as an expert. In the absence of bad faith or fraud, the Independent Adviser shall have no liability whatsoever to the Issuer, the Fiscal Agent, the Paying Agents, the Noteholders or the Couponholders for any determination made by it, pursuant to this Condition 5(b)(iv). If (i) the Issuer is unable to appoint an Independent Adviser; or (ii) the Independent Adviser appointed by it fails to determine a Successor Rate or, failing which, an Alternative Rate in accordance with this Condition 5(b)(iv)(A) prior to the date which is 10 business days prior to the relevant Interest Determination Date, the Rate of Interest applicable to the next succeeding Interest Accrual Period shall be equal to the Rate of Interest last determined in relation to the Notes in respect of the immediately preceding Interest Accrual Period. If there has not been a first Interest Payment Date, the Rate of Interest shall be the initial Rate of Interest / determined using the Original Reference Rate last displayed on the relevant Screen Page prior to the relevant Interest Determination Date. Where a different Margin or Maximum or Minimum Rate of Interest is to be applied to the relevant Interest Accrual Period from that which applied to the last preceding Interest Accrual Period, the Margin or Maximum or Minimum Rate of Interest relating to 8 the relevant Interest Accrual Period shall be substituted in place of the Margin or Maximum or Minimum Rate of Interest relating to that last preceding Interest Accrual Period. For the avoidance of doubt, this paragraph shall apply to the relevant next succeeding Interest Accrual Period only and any subsequent Interest Accrual Periods are subject to the subsequent operation of, and to adjustment as provided in, the first paragraph of this Condition 5(b)(iv)(A). (B) Successor Rate or Alternative Rate If the Independent Adviser, determines that: (i) there is a Successor Rate, then such Successor Rate and the applicable Adjustment Spread shall subsequently be used in place of the Original Reference Rate to determine the Rate of Interest (or the relevant component part thereof) for all future payments of interest on the Notes (subject to the operation of this Condition 5(b)(iv)); or (ii) there is no Successor Rate but that there is an Alternative Rate, then such Alternative Rate and the applicable Adjustment Spread shall subsequently be used in place of the Original Reference Rate to determine the Rate of Interest (or the relevant component part thereof) for all future payments of interest on the Notes (subject to the operation of this Condition 5(b)(iv)). (C) Adjustment Spread The Adjustment Spread (or the formula or methodology for determining the Adjustment Spread) shall be applied to the Successor Rate or the Alternative Rate (as the case may be). If the Independent Adviser is unable to determine the quantum of, or a formula or methodology for determining, such Adjustment Spread, then the Successor Rate or Alternative Rate (as applicable) will apply without an Adjustment Spread. (D) Benchmark Amendments If any Successor Rate or Alternative Rate and, in either case, the applicable Adjustment Spread is determined in accordance with this Condition 5(b)(iv) and the Independent Adviser, determines (i) that amendments to these Conditions and/or the Agency Agreement are necessary to ensure the proper operation of such Successor Rate or Alternative Rate and/or (in either case) the applicable Adjustment Spread (such amendments, the “Benchmark Amendments”) and (ii) the terms of the Benchmark Amendments, then the Issuer shall, subject to giving notice thereof in accordance with Condition 5(b)(iv)(E), without any requirement for the consent or approval of Noteholders, vary these Conditions and/or the Agency Agreement to give effect to such Benchmark Amendments with effect from the date specified in such notice. Notwithstanding any other provision of this Condition 5(b)(iv), the Calculation Agent or any Paying Agent is not obliged to concur with the Issuer or the Independent Adviser in respect of any changes or amendments as contemplated under this Condition 5(b)(iv) to which, in the sole opinion of the Calculation Agent or the relevant Paying Agent, as the case may be, would impose more onerous obligations upon it or expose it to any additional duties, responsibilities or liabilities or reduce or amend the protective provisions afforded to the Calculation Agent or the relevant Paying Agent (as applicable) in the Agency Agreement and/or these Conditions. 9 In connection with any such variation in accordance with this Condition 5(b)(iv)(D), the Issuer shall comply with the rules of any stock exchange on which the Notes are for the time being listed or admitted to trading. (E) Notices, etc. Any Successor Rate, Alternative Rate, Adjustment Spread and the specific terms of any Benchmark Amendments determined under this Condition 5(b)(iv) will be notified at least 10 business days prior to the relevant Interest Determination Date by the Issuer to the Fiscal Agent, the Calculation Agent, the Paying Agents and, in accordance with Condition 14, the Noteholders. Such notice shall be irrevocable and shall specify the effective date of the Benchmark Amendments, if any. No later than notifying the Noteholders of the same, the Issuer shall deliver to the Fiscal Agent, the Calculation Agent and the Paying Agents a certificate signed by an executive director of the Issuer: (a) confirming (i) that a Benchmark Event has occurred, (ii) the Successor Rate or, as the case may be, the Alternative Rate, (iii) the applicable Adjustment Spread and (iv) the specific terms of the Benchmark Amendments (if any), in each case as determined in accordance with the provisions of this Condition 5(b)(iv); and (b) certifying that the Benchmark Amendments (if any) are necessary to ensure the proper operation of such Successor Rate or Alternative Rate and (in either case) the applicable Adjustment Spread. The Fiscal Agent shall display such certificate at its offices, for inspection by the Noteholders at all reasonable times during normal business hours. Each of the Fiscal Agent, the Calculation Agent and the Paying Agents shall be entitled to rely on such certificate (without liability to any person) as sufficient evidence thereof. The Successor Rate or Alternative Rate and the Adjustment Spread and the Benchmark Amendments (if any) specified in such certificate will (in the absence of manifest error or bad faith in the determination of the Successor Rate or Alternative Rate and the Adjustment Spread and the Benchmark Amendments (if any) and without prejudice to the Fiscal Agent’s or the Calculation Agent’s or the Paying Agents’ ability to rely on such certificate as aforesaid) be binding on the Issuer, the Fiscal Agent, the Calculation Agent, the Paying Agents and the Noteholders. Notwithstanding any other provision of this Condition 5(b)(iv), if following the determination of any Successor Rate, Alternative Rate, Adjustment Spread or Benchmark Amendments (if any), in the Calculation Agent’s opinion there is any uncertainty between two or more alternative courses of action in making any determination or calculation under this Condition 5(b)(iv), the Calculation Agent shall promptly notify the Issuer thereof and the Issuer shall direct the Calculation Agent in writing as to which alternative course of action to adopt. If the Calculation Agent is not promptly provided with the necessary direction or clarification, or is otherwise unable (other than due to its own gross negligence, willful default or fraud) to make such determination or calculation under this Condition 5(iv)(E) for any reason, it shall notify the Issuer of such fact and shall be under no obligation to make such determination or clarification and (in the absence of such gross negligence, willful default or fraud) shall not incur any liability for not doing so. 10 (F) Survival of Original Reference Rate Without prejudice to the obligations of the Issuer under Condition 5(b)(iv)(A), (B), (C) and (D), the Original Reference Rate and the fallback provisions provided for in Condition 5(b)(B) will continue to apply unless and until a Benchmark Event has occurred. (G) Definitions: As used in this Condition 5(b)(iv): “Adjustment Spread” means either (a) a spread (which may be positive, negative or zero) or (b) a formula or methodology for calculating a spread, in each case to be applied to the Successor Rate or the Alternative Rate (as the case may be) and is the spread, formula or methodology which: (i) in the case of a Successor Rate, is formally recommended in relation to the replacement of the Original Reference Rate with the Successor Rate by any Relevant Nominating Body; or (if no such recommendation has been made, or in the case of an Alternative Rate); (ii) the Independent Adviser determines, is customarily applied to the relevant Successor Rate or the Alternative Rate (as the case may be) in international debt capital markets transactions to produce an industry-accepted replacement rate for the Original Reference Rate; or (if the Independent Adviser determines that no such spread is customarily applied) (iii) the Independent Adviser determines is recognised or acknowledged as being the industry standard for over-the-counter derivative transactions which reference the Original Reference Rate, where such rate has been replaced by the Successor Rate or the Alternative Rate (as the case may be). “Alternative Rate” means an alternative benchmark or screen rate which the Independent Adviser determines in accordance with Condition 5(b)(iv)(B) is customarily applied in international debt capital markets transactions for the purposes of determining rates of interest (or the relevant component part thereof) in the same Specified Currency as the Notes. “Benchmark Amendments” has the meaning given to it in Condition 5(b)(iv)(D). “Benchmark Event” means: (1) the Original Reference Rate ceasing to be published for a period of at least 5 Business Days or ceasing to exist; or (2) a public statement by the administrator of the Original Reference Rate that it has ceased or that it will cease publishing the Original Reference Rate permanently or indefinitely (in circumstances where no successor administrator has been appointed that will continue publication of the Original Reference Rate); or (3) a public statement by the supervisor of the administrator of the Original Reference Rate, that the Original Reference Rate has been or will be permanently or indefinitely discontinued; or --- ![Slide 27]() > **Source slide transcript** > > 11 (4) a public statement by the supervisor of the administrator of the Original Reference Rate as a consequence of which the Original Reference Rate will be prohibited from being used either generally, or in respect of the Notes; or (5) the making of a public statement by the supervisor of the administrator of the Original Reference Rate that the Original Reference Rate is or will be (or is or will be deemed by such supervisor to be) no longer representative of its relevant underlying market; or (6) it has become unlawful for any Paying Agent, the Calculation Agent, the Issuer or other party to calculate any payments due to be made to any Noteholder using the Original Reference Rate; provided that the Benchmark Event shall be deemed to occur (a) in the case of sub- paragraphs (2) and (3) above, on the date of the cessation of publication of the Original Reference Rate or the discontinuation of the Original Reference Rate, as the case may be, (b) in the case of sub-paragraph (4) above, on the date of the prohibition of use of the Original Reference Rate and (c) in the case of sub-paragraph (5) above, on the date with effect from which the Original Reference Rate will no longer be (or will be deemed by the relevant supervisor to no longer be) representative of its relevant underlying market and which is specified in the relevant public statement, and, in each case, not the date of the relevant public statement. The occurrence of a Benchmark Event shall be determined by the Issuer and promptly notified to the Fiscal Agent, the Calculation Agent and the Paying Agents. For the avoidance of doubt, neither the Fiscal Agent, the Calculation Agent nor the Paying Agents shall have any responsibility for making such determination. “business day” means a day, other than a Saturday or Sunday, on which banks are open for business in the place of the specified office of the Calculation Agent. “Independent Adviser” means an independent financial institution of international repute or an independent financial adviser with appropriate expertise appointed by the Issuer under Condition 5(b)(iv)(A). “Original Reference Rate” means the originally-specified benchmark or screen rate (as applicable) used to determine the Rate of Interest (or any component part thereof) on the Notes. “Relevant Nominating Body” means, in respect of a benchmark or screen rate (as applicable): (i) the central bank for the currency to which the benchmark or screen rate (as applicable) relates, or any central bank or other supervisory authority which is responsible for supervising the administrator of the benchmark or screen rate (as applicable); or (ii) any working group or committee sponsored by, chaired or co-chaired by or constituted at the request of (a) the central bank for the currency to which the benchmark or screen rate (as applicable) relates, (b) any central bank or other supervisory authority which is responsible for supervising the administrator of the benchmark or screen rate (as applicable), (c) a group of the aforementioned central 12 banks or other supervisory authorities or (d) the Financial Stability Board or any part thereof. “Successor Rate” means a successor to or replacement of the Original Reference Rate which is formally recommended by any Relevant Nominating Body. (c) Zero Coupon Notes: Where a Note the Interest Basis of which is specified to be Zero Coupon is repayable prior to the Maturity Date and is not paid when due, the amount due and payable prior to the Maturity Date shall be the Early Redemption Amount of such Note. As from the Maturity Date, the Rate of Interest for any overdue principal of such a Note shall be a rate per annum (expressed as a percentage) equal to the Amortisation Yield (as described in Condition 6(b)(i)). (d) Accrual of Interest: Interest shall cease to accrue on each Note on the due date for redemption unless, upon due presentation, payment is improperly withheld or refused, in which event interest shall continue to accrue (both before and after judgment) at the Rate of Interest in the manner provided in this Condition 5 to the Relevant Date (as defined in Condition 8). (e) Margin, Maximum/Minimum Rates of Interest and Redemption Amounts and Rounding: (i) If any Margin is specified hereon (either (x) generally, or (y) in relation to one or more Interest Accrual Periods), an adjustment shall be made to all Rates of Interest, in the case of (x), or the Rates of Interest for the specified Interest Accrual Periods, in the case of (y), calculated in accordance with (b) above by adding (if a positive number) or subtracting the absolute value (if a negative number) of such Margin subject always to the next paragraph. (ii) If any Maximum or Minimum Rate of Interest or Redemption Amount is specified hereon, then any Rate of Interest or Redemption Amount shall be subject to such maximum or minimum, as the case may be. (iii) For the purposes of any calculations required pursuant to these Conditions (unless otherwise specified), (x) all percentages resulting from such calculations shall be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point (with 0.000005 of a percentage point being rounded up), (y) all figures shall be rounded to seven significant figures (provided that if the eighth significant figure is a 5 or greater, the seventh significant shall be rounded up) and (z) all currency amounts that fall due and payable shall be rounded to the nearest unit of such currency (with half a unit being rounded up), save in the case of yen, which shall be rounded down to the nearest yen. For these purposes “unit” means the lowest amount of such currency that is available as legal tender in the country (or countries) of such currency. (f) Interest Rates Positive: Unless specified otherwise hereon, the rate of interest payable in respect of the Notes shall never be less than zero. If the method for determining the rate of interest applicable to the Notes would result in a negative figure, the applicable rate of interest will be deemed to be zero. (g) Calculations: The amount of interest payable per Calculation Amount in respect of any Note for any Interest Accrual Period shall be equal to the product of the Rate of Interest, the Calculation Amount specified hereon, and the Day Count Fraction for such Interest Accrual Period, unless an Interest Amount (or a formula for its calculation) is applicable to such Interest Accrual Period, in which case the amount of interest payable per Calculation Amount in respect of such Note for such Interest Accrual Period shall equal such Interest Amount (or be calculated in accordance with such formula). Where any Interest Period comprises two or more Interest Accrual Periods, the amount of interest payable per Calculation Amount in respect of such Interest Period shall be the sum of the Interest Amounts payable in respect of each of those Interest Accrual Periods. In respect of any other period for which interest is required to be 13 calculated, the provisions above shall apply save that the Day Count Fraction shall be for the period for which interest is required to be calculated. (h) Determination and Publication of Rates of Interest, Interest Amounts, Final Redemption Amounts, Early Redemption Amounts and Optional Redemption Amounts: The Calculation Agent shall, as soon as practicable on such date as the Calculation Agent may be required to calculate any rate or amount, obtain any quotation or make any determination or calculation, determine such rate and calculate the Interest Amounts for the relevant Interest Accrual Period, calculate the Final Redemption Amount, Early Redemption Amount or Optional Redemption Amount, obtain such quotation or make such determination or calculation, as the case may be, and cause the Rate of Interest and the Interest Amounts for each Interest Accrual Period and the relevant Interest Payment Date and, if required to be calculated, the Final Redemption Amount, Early Redemption Amount or Optional Redemption Amount to be notified to the Fiscal Agent, the Issuer, each of the Paying Agents, the Noteholders, any other Calculation Agent appointed in respect of the Notes that is to make a further calculation upon receipt of such information and, if the Notes are listed on a stock exchange and the rules of such exchange or other relevant authority so require, such exchange or other relevant authority as soon as possible after their determination but in no event later than (i) the commencement of the relevant Interest Period, if determined prior to such time, in the case of notification to such exchange of a Rate of Interest and Interest Amount, or (ii) in all other cases, the fourth Business Day after such determination. Where any Interest Payment Date or Interest Period Date is subject to adjustment pursuant to Condition 5(b)(ii), the Interest Amounts and the Interest Payment Date so published may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without notice in the event of an extension or shortening of the Interest Period. If the Notes become due and payable under Condition 10, the accrued interest and the Rate of Interest payable in respect of the Notes shall nevertheless continue to be calculated as previously in accordance with this Condition but no publication of the Rate of Interest or the Interest Amount so calculated need be made. The determination of any rate or amount, the obtaining of each quotation and the making of each determination or calculation by the Calculation Agent(s) shall (in the absence of manifest error) be final and binding upon all parties. (i) Definitions: In these Conditions, unless the context otherwise requires, the following defined terms shall have the meanings set out below: “Business Day” means: (i) in the case of a currency other than euro, a day (other than a Saturday or Sunday) on which commercial banks and foreign exchange markets settle payments in the principal financial centre for such currency; and/or (ii) in the case of euro, a day on which the Trans-European Automated Real-time Gross Settlement Express Transfer System or any successor or replacement for that system (“T2”) is open; and/or (iii) in the case of a currency and/or one or more Business Centres, a day (other than a Saturday or a Sunday) on which commercial banks and foreign exchange markets settle payments in such currency in the Business Centre(s) or, if no currency is indicated, generally in each of the Business Centres; “Day Count Fraction” means, in respect of the calculation of an amount of interest on any Note for any period of time (from and including the first day of such period to but excluding the last) (whether or not constituting an Interest Period or an Interest Accrual Period, the “Calculation Period”): (i) if “Actual/Actual” or “Actual/Actual - ISDA” is specified hereon, the actual number of days in the Calculation Period divided by 365 (or, if any portion of that Calculation Period falls in a leap 14 year, the sum of (A) the actual number of days in that portion of the Calculation Period falling in a leap year divided by 366 and (B) the actual number of days in that portion of the Calculation Period falling in a non-leap year divided by 365); (ii) if “Actual/365 (Fixed)” is specified hereon, the actual number of days in the Calculation Period divided by 365; (iii) if “Actual/365 (Sterling)” is specified hereon, the actual number of days in the Calculation Period divided by 365 or, in the case of an Interest Payment Date falling in a leap year, 366; (iv) if “Actual/360” is specified hereon, the actual number of days in the Calculation Period divided by 360; (v) if “30/360”, “360/360” or “Bond Basis” is specified hereon, the number of days in the Calculation Period divided by 360, calculated on a formula basis as follows: Day Count Fraction= 360× (Y2- Y1) + 30× (M2- M1) + (D2- D1) 360 where: “Y1” is the year, expressed as a number, in which the first day of the Calculation Period falls; “Y2” is the year, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls; “M1” is the calendar month, expressed as a number, in which the first day of the Calculation Period falls; “M2” is the calendar month, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls; “D1” is the first calendar day, expressed as a number, of the Calculation Period, unless such number would be 31, in which case D1 will be 30; and “D2” is the calendar day, expressed as a number, immediately following the last day included in the Calculation Period, unless such number would be 31 and D1 is greater than 29, in which case D2 will be 30; (vi) if “30E/360” or “Eurobond Basis” is specified hereon, the number of days in the Calculation Period divided by 360, calculated on a formula basis as follows: Day Count Fraction= 360× (Y2- Y1) + 30× (M2- M1) + (D2- D1) 360 where: “Y1” is the year, expressed as a number, in which the first day of the Calculation Period falls; “Y2” is the year, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls; “M1” is the calendar month, expressed as a number, in which the first day of the Calculation Period falls; “M2” is the calendar month, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls; --- ![Slide 28]() > **Source slide transcript** > > 15 “D1” is the first calendar day, expressed as a number, of the Calculation Period, unless such number would be 31, in which case D1 will be 30; and “D2” is the calendar day, expressed as a number, immediately following the last day included in the Calculation Period, unless such number would be 31, in which case D2 will be 30; (vii) if “30E/360 (ISDA)” is specified hereon, the number of days in the Calculation Period divided by 360, calculated on a formula basis as follows: Day Count Fraction= 360× (Y2- Y1) + 30× (M2- M1) + (D2- D1) 360 where: “Y1” is the year, expressed as a number, in which the first day of the Calculation Period falls; “Y2” is the year, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls; “M1” is the calendar month, expressed as a number, in which the first day of the Calculation Period falls; “M2” is the calendar month, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls; “D1” is the first calendar day, expressed as a number, of the Calculation Period, unless (i) that day is the last day of February or (ii) such number would be 31, in which case D1 will be 30; and “D2” is the calendar day, expressed as a number, immediately following the last day included in the Calculation Period, unless (i) that day is the last day of February but not the Maturity Date or (ii) such number would be 31, in which case D2 will be 30; (viii) if “Actual/Actual-ICMA” is specified hereon, (a) if the Calculation Period is equal to or shorter than the Determination Period during which it falls, the number of days in the Calculation Period divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Periods normally ending in any year; and (b) if the Calculation Period is longer than one Determination Period, the sum of: (x) the number of days in such Calculation Period falling in the Determination Period in which it begins divided by the product of (1) the number of days in such Determination Period and (2) the number of Determination Periods normally ending in any year; and (y) the number of days in such Calculation Period falling in the next Determination Period divided by the product of (1) the number of days in such Determination Period and (2) the number of Determination Periods normally ending in any year, where: “Determination Period” means the period from and including a Determination Date in any year to but excluding the next Determination Date; and “Determination Date” means the date(s) specified as such hereon or, if none is so specified, the Interest Payment Date(s). 16 “Euro-zone” means the region comprised of member states of the European Union that adopt the single currency in accordance with the Treaty establishing the European Community, as amended; “Interest Accrual Period” means the period beginning on and including the Interest Commencement Date and ending on but excluding the first Interest Period Date and each successive period beginning on and including an Interest Period Date and ending on but excluding the next succeeding Interest Period Date; “Interest Amount” means: (i) in respect of an Interest Accrual Period, the amount of interest payable per Calculation Amount for that Interest Accrual Period and which, in the case of Fixed Rate Notes, and unless otherwise specified hereon, shall mean the Fixed Coupon Amount or Broken Amount specified hereon as being payable on the Interest Payment Date ending the Interest Period of which such Interest Accrual Period forms part; and (ii) in respect of any other period, the amount of interest payable per Calculation Amount for that period; “Interest Commencement Date” means the Issue Date or such other date as may be specified hereon; “Interest Determination Date” means, with respect to a Rate of Interest and Interest Accrual Period, the date specified as such hereon or, if none is so specified, (i) the first day of such Interest Accrual Period if the Specified Currency is Sterling or (ii) the day falling two Business Days in London for the Specified Currency prior to the first day of such Interest Accrual Period if the Specified Currency is neither Sterling nor euro or (iii) the day falling two Business Days prior to the first day of such Interest Accrual Period if the Specified Currency is euro; “Interest Payment Date” means the interest payment date(s) as specified as such hereon; “Interest Period” means the period beginning on and including the Interest Commencement Date and ending on but excluding the first Interest Payment Date and each successive period beginning on and including an Interest Payment Date and ending on but excluding the next succeeding Interest Payment Date unless otherwise specified hereon; “Interest Period Date” means each Interest Payment Date unless otherwise specified hereon; “Rate of Interest” means the rate of interest payable from time to time in respect of this Note and that is either specified or calculated in accordance with the provisions hereon; “Reference Banks” means, in the case of a determination of EURIBOR, the principal Euro-zone office of four major banks in the Euro-zone inter-bank market, in each case selected by the Issuer or as specified hereon; “Reference Rate” means the rate specified as such hereon; “Relevant Screen Page” means such page, section, caption, column or other part of a particular information service as may be specified hereon (or any successor or replacement page, section, caption, column or other part of a particular information service); “Specified Currency” means the currency specified as such hereon or, if none is specified, the currency in which the Notes are denominated; and (j) Calculation Agent: The Issuer shall procure that there shall at all times be one or more Calculation Agents if provision is made for them hereon and for so long as any Note is outstanding (as defined in 17 the Agency Agreement). Where more than one Calculation Agent is appointed in respect of the Notes, references in these Conditions to the Calculation Agent shall be construed as each Calculation Agent performing its respective duties under the Conditions. If the Calculation Agent is unable or unwilling to act as such or if the Calculation Agent fails duly to establish the Rate of Interest for an Interest Accrual Period or to calculate any Interest Amount, Final Redemption Amount, Early Redemption Amount or Optional Redemption Amount, as the case may be, or to comply with any other requirement, the Issuer shall appoint a leading bank or financial institution engaged in the interbank market (or, if appropriate, money, swap or over-the-counter index options market) that is most closely connected with the calculation or determination to be made by the Calculation Agent (acting through its principal London office or any other office actively involved in such market) to act as such in its place. The Calculation Agent may not resign its duties without a successor having been appointed as aforesaid. 6 Redemption, Purchase and Options (a) Final Redemption: Unless previously redeemed, purchased and cancelled as provided below, each Note shall be finally redeemed on the Maturity Date specified hereon at its Final Redemption Amount (which, unless otherwise provided, is its nominal amount). (b) Early Redemption: (i) Zero Coupon Notes: (A) The Early Redemption Amount payable in respect of any Zero Coupon Note, the Early Redemption Amount of which is not linked to an index and/or a formula, upon redemption of such Note pursuant to Condition 6(c), Condition 6(d) or Condition 6(e) or upon it becoming due and payable as provided in Condition 10 shall be the Amortised Face Amount (calculated as provided below) of such Note unless otherwise specified hereon. (B) Subject to the provisions of sub-paragraph (C) below, the Amortised Face Amount of any such Note shall be the scheduled Final Redemption Amount of such Note on the Maturity Date discounted at a rate per annum (expressed as a percentage) equal to the Amortisation Yield (which, if none is shown hereon, shall be such rate as would produce an Amortised Face Amount equal to the issue price of the Notes if they were discounted back to their issue price on the Issue Date) compounded annually. (C) If the Early Redemption Amount payable in respect of any such Note upon its redemption pursuant to Condition 6(c), Condition 6(d) or Condition 6(e) or upon it becoming due and payable as provided in Condition 10 is not paid when due, the Early Redemption Amount due and payable in respect of such Note shall be the Amortised Face Amount of such Note as defined in sub-paragraph (B) above, except that such sub-paragraph shall have effect as though the date on which the Note becomes due and payable were the Relevant Date. The calculation of the Amortised Face Amount in accordance with this sub-paragraph shall continue to be made (both before and after judgment) until the Relevant Date, unless the Relevant Date falls on or after the Maturity Date, in which case the amount due and payable shall be the scheduled Final Redemption Amount of such Note on the Maturity Date together with any interest that may accrue in accordance with Condition 5(c). Where such calculation is to be made for a period of less than one year, it shall be made on the basis of the Day Count Fraction shown hereon. (ii) Other Notes: The Early Redemption Amount payable in respect of any Note (other than Notes described in (i) above), upon redemption of such Note pursuant to Condition 6(c), Condition 6(d) 18 or Condition 6(e) or upon it becoming due and payable as provided in Condition 10, shall be the Final Redemption Amount unless otherwise specified hereon. (c) Redemption for Taxation Reasons: The Notes may be redeemed at the option of the Issuer in whole, but not in part, on any Interest Payment Date (if this Note is a Floating Rate Note) or, at any time, (if this Note is not a Floating Rate Note), on giving not less than 30 nor more than 60 days’ notice to the Noteholders (which notice shall be irrevocable), at their Early Redemption Amount (as described in Condition 6(b) above) (together with interest accrued to the date fixed for redemption), if (i) the Issuer has or will become obliged to pay additional amounts as provided or referred to in Condition 8 as a result of any change in, or amendment to, the laws or regulations of the Relevant Jurisdiction or any political subdivision or any authority thereof or therein having power to tax or any change in the application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after the date on which agreement is reached to issue the first Tranche of the Notes, and (ii) such obligation cannot be avoided by the Issuer taking reasonable measures available to it, provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer would be obliged to pay such additional amounts were a payment in respect of the Notes then due. Prior to the publication of any notice of redemption pursuant to this Condition 6(c), the Issuer shall deliver to the Fiscal Agent a certificate signed by an executive director of the Issuer stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to redeem have occurred, and an opinion of independent legal advisers of recognised standing to the effect that the Issuer has or will become obliged to pay such additional amounts as a result of such change or amendment. In these Conditions, “Relevant Jurisdiction” means the Netherlands or any political subdivision or any authority thereof or therein having power to tax or any other jurisdiction or political subdivision thereof or any authority thereof having power to tax to which payments made by the Issuer, of principal and interest on the Notes become generally subject. (d) Redemption at the Option of the Issuer: (A) Issuer Call If Issuer Call is specified hereon, the Issuer may, on giving not less than 10 nor more than 30 days’ irrevocable notice to the Noteholders (or such other notice period as may be specified hereon) redeem all or, if so provided, some of the Notes on any Optional Redemption Date. Any such redemption of Notes shall be at their Optional Redemption Amount specified hereon together with interest accrued to but excluding the Optional Redemption Date(s). Any such notice of redemption may, at the Issuer’s discretion, be subject to one or more conditions precedent, in which case such notice shall state that, in the Issuer’s discretion, the Optional Redemption Date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), 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 (or waived by the Issuer in its sole discretion) by the Optional Redemption Date, or by the Optional Redemption Date so delayed. For the purposes of this Condition 6(d)(A) only, the “Optional Redemption Amount” will either be: (i) the specified percentage of the nominal amount of the Notes stated hereon which shall be a nominal amount of not less than the Minimum Redemption Amount and not more than the Maximum Redemption Amount, in each case as may be specified hereon: or --- ![Slide 29]() > **Source slide transcript** > > 19 (ii) if Make-Whole Amount is specified hereon, will be an amount which is the higher of: (a) 100 per cent. of the Final Redemption Amount of the Note to be redeemed and (b) as determined by the Make-Whole Calculation Agent, the sum of the then current values of the remaining scheduled payments of principal and interest to maturity (or, if Issuer Pre-Maturity Call Period is specified hereon, to the Issuer Pre- Maturity Call Period Commencement Date which date shall be at any time during the period commencing on (and including) the Issuer Pre-Maturity Call Period Commencement Date specified hereon to (but excluding) the Maturity Date) (not including any interest accrued on the Notes to, but excluding, the relevant Optional Redemption Date) discounted to the Optional Redemption Date on the basis of the Day Count Fraction specified hereon at the Reference Bond Rate (as defined below) plus the Redemption Margin, plus, in each case, any interest accrued on the Notes to, but excluding, the Optional Redemption Date; “Issuer Pre-Maturity Call Period Commencement Date” has the meaning given to it in the applicable Final Terms; “Issuer Pre-Maturity Call Period” has the meaning given to it in the applicable Final Terms; “Make-Whole Calculation Agent” has the meaning given to it in the applicable Final Terms; “Redemption Margin” shall be as set out hereon; “Reference Bond” shall be as set out hereon; “Reference Bond Rate” means the yield as at the Optional Redemption Date as appearing at around 11.00 a.m. London time on the third business day in London preceding the Optional Redemption Date in respect of the Reference Bond as appearing on the Screen Page at such time as may be considered to be appropriate by the Make-Whole Calculation Agent; and “Screen Page” means such page, section, caption, column or other part of a particular information service as shall be stated hereon (or any successor or replacement page, section, caption, column or other part of a particular information service). All Notes in respect of which any such notice is given shall be redeemed on the date specified in such notice in accordance with this Condition. In the case of a partial redemption the notice to Noteholders shall also contain the certificate numbers of the Bearer Notes, or in the case of Registered Notes shall specify the nominal amount of Registered Notes drawn and the holder(s) of such Registered Notes, to be redeemed, which shall have been drawn in such place and in such manner as may be fair and reasonable in the circumstances, taking account of prevailing market practices, subject to compliance with any applicable laws and stock exchange or other relevant authority requirements. (B) Issuer Pre-Maturity Call Option If Issuer Pre-Maturity Call Option is specified hereon, the Issuer may, on giving not less than 10 nor more than 30 days’ irrevocable notice (or such other notice period as may be specified hereon) to the Noteholders, redeem all, or some only, of the Notes at their principal amount or, if different, the Final Redemption Amount together with interest accrued to the Issuer Pre-Maturity Call Redemption Date, which date shall be at any time during the period commencing on (and 20 including) the Pre-Maturity Call Commencement Date specified hereon to (but excluding) the Maturity Date (the “Issuer Pre-Maturity Call Redemption Date”). Any such notice of redemption may, at the Issuer’s discretion, be subject to one or more conditions precedent, in which case such notice shall state that, in the Issuer’s discretion, the Issuer Pre-Maturity Call Redemption Date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), 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 (or waived by the Issuer in its sole discretion) by the Issuer Pre-Maturity Call Redemption Date, or by the Issuer Pre-Maturity Call Redemption Date so delayed. (C) Issuer Residual Call Option If Issuer Residual Call is specified hereon and, at any time, the outstanding aggregate nominal amount of the Notes is equal to or less than the percentage specified hereon of the aggregate nominal amount of the Series issued, the Issuer may, on giving not less than 10 nor more than 30 days’ irrevocable notice (or such other notice period as may be specified hereon) to the Noteholders redeem the Notes then outstanding at the option of the Issuer in whole, but not in part, at any time (if this Note is not a Floating Rate Note) or on any Interest Payment Date (if this Note is a Floating Rate Note), at the Residual Call Early Redemption Amount specified hereon, together, if appropriate, with interest accrued to (but excluding) the date fixed for redemption. (D) Issuer Transaction Trigger Call If Issuer Transaction Trigger Call is specified hereon, the Issuer may, upon giving a Transaction Trigger Notice in accordance with the requirements set out below and in accordance with this Condition 6(d)(D), call the Notes for early redemption (in whole or in part) with effect on the Trigger Call Redemption Date. If the Issuer exercises this right, the Issuer shall redeem each Note to be redeemed at the Transaction Trigger Redemption Amount together with interest accrued to the Trigger Call Redemption Date on the Trigger Call Redemption Date. “Transaction” means the transaction in respect of which the Notes are issued and specified as such hereon. “Transaction Trigger Notice” means a notice to the Noteholders given in accordance with this Condition 6(d)(D) and Condition 14 within the Transaction Notice Period that the Transaction has been terminated prior to its completion or that the Transaction will not be settled for any reason whatsoever or that the Issuer has publicly stated that it no longer intends to pursue the Transaction. The Transaction Trigger Notice shall also specify the Trigger Call Redemption Date. At any time the Issuer may waive its right to call the Notes for redemption following the occurrence of one of the events detailed above, by giving notice in accordance with Condition 14. Once given, however, the Transaction Trigger Notice shall be irrevocable and shall specify: (a) the series of Notes subject to redemption; (b) whether the Notes will be redeemed in whole or in part and, if only in part, the aggregate principal amount of the Notes which are to be redeemed; (c) the Trigger Call Redemption Date; and (d) the Transaction Trigger Redemption Amount at which such Notes are to be redeemed. “Transaction Notice Period” means the period specified hereon. 21 “Transaction Trigger Redemption Amount” means the amount per Note specified hereon. “Trigger Call Redemption Date” means the redemption date specified in the Transaction Trigger Notice which shall be not less than 30 days nor more than 60 days after the date of the Transaction Trigger Notice. (e) Redemption at the Option of Noteholders: (A) General Put Option If Investor Put is specified hereon, the Issuer shall, at the option of the holder of any such Note, upon the holder of such Note giving not less than 10 nor more than 30 days’ notice to the Issuer (or such other notice period as may be specified hereon) redeem such Note on the Optional Redemption Date(s) at its Optional Redemption Amount specified hereon (which may be the Early Redemption Amount (as described in Condition 6(b) above)), together with interest accrued to the date fixed for redemption. To exercise such option the holder must deposit (in the case of Bearer Notes) such Note (together with all unmatured Coupons and unexchanged Talons) with any Paying Agent or (in the case of Registered Notes) the Certificate representing such Note(s) with the Registrar or any Transfer Agent at its specified office, together with a duly completed option exercise notice (“Exercise Notice”) in the form obtainable from any Paying Agent, the Registrar or any Transfer Agent (as applicable) within the notice period. No Note or Certificate so deposited and option exercised may be withdrawn (except as provided in the Agency Agreement) without the prior consent of the Issuer. (B) Change of Control Put Option If Change of Control Put Event is specified hereon and a Change of Control Put Event occurs, the holder of any such Note will have the option (a “Change of Control Put Option”) (unless prior to the giving of the relevant Change of Control Put Event Notice (as defined below) the Issuer has given notice of redemption under Condition 6(c) or 6(d) above) to require the Issuer to redeem or, at the Issuer’s option, purchase (or procure the purchase of) that Note on the Change of Control Put Date (as defined below) at its Optional Redemption Amount specified hereon (which may be the Early Redemption Amount (as described in Condition 6(b) above)), together with interest accrued to the date fixed for redemption. A “Change of Control Put Event” will be deemed to occur if: (i) any person or any persons acting in concert, other than a holding company whose shareholders are or are to be substantially similar to the pre-existing shareholders of the Issuer and/or any direct or indirect holding company of the Issuer, shall acquire a controlling interest in (A) more than 50 per cent. of the issued or allotted ordinary share capital of the Issuer or (B) shares in the capital of the Issuer carrying more than 50 per cent. of the voting rights normally exercisable at a general meeting of the Issuer (each such event being, a “Change of Control”); and (ii) on the date (the “Relevant Announcement Date”) that is the earlier of (1) the date of the first public announcement of the relevant Change of Control and (2) the date of the earliest Relevant Potential Change of Control Announcement (if any): (A) the relevant Notes that have been issued and are outstanding carry an investment grade credit rating (Baa3/BBB-, or their respective equivalents, or better) (an “Investment Grade Rating”) from one or more Rating Agency (as provided by 22 such Rating Agencies at the invitation of the Issuer) and all such ratings are, within the Change of Control Period, withdrawn or downgraded to a non-investment grade credit rating (Ba1/BB+, or their respective equivalents, or worse), unless within the Change of Control Period at least one such rating is restored to an Investment Grade Rating by a Rating Agency or replaced by an Investment Grade Rating of another Rating Agency; or (B) the relevant Notes that have been issued and are outstanding carry an Investment Grade Rating from none of the Rating Agencies and the Issuer is unable to acquire and maintain an Investment Grade Rating during the Change of Control Period from at least one Rating Agency, and (iii) in making any decision to downgrade or withdraw a credit rating pursuant to paragraph (ii) above or to decline to confer an Investment Grade Rating, the relevant Rating Agency announces publicly or confirms in writing to the Issuer that such decision(s) resulted, in whole or in part, from the occurrence of the Change of Control or the Relevant Potential Change of Control Announcement. Promptly upon but in any case no later than five Business Days after the Issuer becoming aware that a Change of Control Put Event has occurred the Issuer shall give notice (a “Change of Control Put Event Notice”) to the Noteholders in accordance with Condition 14 specifying the nature of the Change of Control Put Event and the procedure for exercising the Change of Control Put Option. To exercise the Change of Control Put Option, the holder of a Bearer Note must deliver such Note to the specified office of any Paying Agent at any time during normal business hours of such Paying Agent falling within the period (the “Change of Control Put Period”) of 30 days after a Change of Control Put Event Notice is given, accompanied by a duly signed and completed notice of exercise in the form (for the time being current) obtainable from the specified office of any Paying Agent (a “Change of Control Put Notice”). The Note should be delivered together with all Coupons appertaining thereto maturing after the date which is seven days after the expiration of the Change of Control Put Period (the “Change of Control Put Date”), failing which, if Fixed Rate Note is specified hereon, the Paying Agent will require payment from or on behalf of the Noteholder of an amount equal to the face value of any missing such Coupon. Any amount so paid will be reimbursed to the Noteholder against presentation and surrender of the relevant missing Coupon (or any replacement therefor issued pursuant to Condition 12) at any time after such payment, but before the expiry of the period of five years from the date on which such Coupon would have become due, but not thereafter. For the avoidance of doubt, on the Change of Control Put Date unmatured Coupons relating to a Floating Rate Note shall become void and no payment shall be made in respect of them. The Paying Agent to which such Note and Change of Control Put Notice are delivered will issue to the Noteholder concerned a non- transferable receipt in respect of the Note so delivered. Payment in respect of any Note so delivered will be made, if the holder duly specified a bank account in the Change of Control Put Notice to which payment is to be made, on the Change of Control Put Date by transfer to that bank account and, in every other case, on or after the Change of Control Put Date against presentation and surrender or (as the case may be) endorsement of such receipt at the specified office of any Paying Agent. A Change of Control Put Notice, once given, shall be irrevocable. For the purposes of these Conditions, receipts issued pursuant to this Condition 6(e)(B) shall be treated as if they were Notes. --- ![Slide 30]() > **Source slide transcript** > > 23 To exercise the Change of Control Put Option, the holder of a Registered Note must deposit the Certificate evidencing such Note(s) with the Registrar or any Transfer Agent at its specified office, together with a duly signed and completed Change of Control Put Notice obtainable from the Registrar or any Transfer Agent within the Change of Control Put Period. No Certificate so deposited and option so exercised may be withdrawn without the prior consent of the Issuer. Payment in respect of any Certificate so deposited will be made, if the holder duly specified a bank account in the Change of Control Put Notice to which payment is to be made, on the Change of Control Put Date by transfer to that bank account and, in every other case, by cheque drawn on a Bank (as defined in Condition 7(a)) and mailed to the holder (or to the first named of joint holders) of such Note at its address appearing in the Register. The Issuer shall redeem or purchase (or procure the purchase of) the relevant Notes on the Change of Control Put Date unless previously redeemed (or purchased) and cancelled. If the rating designations employed by any of Moody’s, Fitch or S&P are changed from those which are described in paragraph (ii) of the definition of “Change of Control Put Event” above, or if a rating is procured from a Substitute Rating Agency, the Issuer shall determine the rating designations of Moody’s, Fitch or S&P or such Substitute Rating Agency (as appropriate) as are most equivalent to the prior rating designations of Moody’s, Fitch or S&P and this Condition 6(f) shall be construed accordingly. In this Condition 6(e)(B): “Change of Control Period” means the period commencing on the Relevant Announcement Date and ending 180 days after the Change of Control (or such longer period for which the Notes are under consideration (such consideration having been announced publicly within the period ending 180 days after the Change of Control) for rating review or, as the case may be, rating by a Rating Agency, such period not to exceed 60 days after the public announcement of such consideration); “Rating Agency” means Moody’s Italia S.r.l. (“Moody’s”), Fitch Ratings Ireland Limited (“Fitch”) or S&P Global Ratings Europe Limited (“S&P”) or any of their respective affiliates or successors or any rating agency (a “Substitute Rating Agency”) substituted for any of them by the Issuer from time to time; and “Relevant Potential Change of Control Announcement” means any public announcement or statement by the Issuer, any actual or potential bidder or any adviser acting on behalf of any actual or potential bidder relating to any potential Change of Control where within 180 days following the date of such announcement or statement, a Change of Control occurs. (f) Purchases: Each of the Issuer, the Guarantors and their Subsidiaries as defined in the Agency Agreement may at any time purchase Notes (provided that all unmatured Coupons and unexchanged Talons relating thereto are attached thereto or surrendered therewith) in the open market or otherwise at any price. (g) Cancellation: All Notes purchased by or on behalf of the Issuer, any of the Guarantors or any of their Subsidiaries may be surrendered for cancellation, in the case of Bearer Notes, by surrendering each such Note together with all unmatured Coupons and all unexchanged Talons to the Fiscal Agent and, in the case of Registered Notes, by surrendering the Certificate representing such Notes to the Registrar and, in each case, if so surrendered, shall, together with all Notes redeemed by the Issuer, be cancelled forthwith (together with all unmatured Coupons and unexchanged Talons attached thereto or surrendered 24 therewith). Any Notes so surrendered for cancellation may not be reissued or resold and the obligations of the Issuer and the Guarantors in respect of any such Notes shall be discharged. 7 Payments and Talons (a) Bearer Notes: Payments of principal and interest in respect of Bearer Notes shall, subject as mentioned below, be made against presentation and surrender of the relevant Notes (in the case of all other payments of principal and, in the case of interest, as specified in Condition 7(f)(vi)) or Coupons (in the case of interest, save as specified in Condition 7(f)(vi)), as the case may be, at the specified office of any Paying Agent outside the United States by a cheque payable in the relevant currency drawn on, or, at the option of the holder, by transfer to an account denominated in such currency with, a Bank. “Bank” means a bank in the principal financial centre for such currency or, in the case of euro, in a city in which banks have access to T2. (b) Registered Notes: (i) Payments of principal in respect of Registered Notes shall be made against presentation and surrender of the relevant Certificates at the specified office of any of the Transfer Agents or of the Registrar and in the manner provided in paragraph (ii) below. (ii) Interest on Registered Notes shall be paid to the person shown on the Register at the close of business on the fifteenth day before the due date for payment thereof (the “Record Date”). Payments of interest on each Registered Note shall be made in the relevant currency by cheque drawn on a Bank and mailed to the holder (or to the first-named of joint holders) of such Note at its address appearing in the Register. Upon application by the holder to the specified office of the Registrar or any Transfer Agent before the Record Date, such payment of interest may be made by transfer to an account in the relevant currency maintained by the payee with a Bank. (c) Payments in the United States: Notwithstanding the foregoing, if any Bearer Notes are denominated in U.S. dollars, payments in respect thereof may be made at the specified office of any Paying Agent in New York City in the same manner as aforesaid if (i) the Issuer shall have appointed Paying Agents with specified offices outside the United States with the reasonable expectation that such Paying Agents would be able to make payment of the amounts on the Notes in the manner provided above when due, (ii) payment in full of such amounts at all such offices is illegal or effectively precluded by exchange controls or other similar restrictions on payment or receipt of such amounts and (iii) such payment is then permitted by United States law, without involving, in the opinion of the Issuer, any adverse tax consequence to the Issuer. (d) Payments Subject to Laws: All payments are subject in all cases to any applicable fiscal or other laws, regulations and directives in the place of payment, but without prejudice to the provisions of Condition 8 and any withholding or deduction required pursuant to an agreement described in Section 1471(b) of the U.S. Internal Revenue Code of 1986 (the “Code”) or otherwise imposed pursuant to Sections 1471 through 1474 of the Code, any regulations or agreements thereunder, any official interpretations thereof, or any law implementing an intergovernmental approach thereto. No commission or expenses shall be charged to the Noteholders or Couponholders in respect of such payments. (e) Appointment of Agents: The Fiscal Agent, the Paying Agents, the Registrar, the Transfer Agents and the Calculation Agent initially appointed by the Issuer and their respective specified offices are listed below. The Fiscal Agent, the Paying Agents, the Registrar, Transfer Agents and the Calculation Agent(s) act solely as agents of the Issuer and do not assume any obligation or relationship of agency or trust for or with any Noteholder or Couponholder. The Issuer reserves the right at any time to vary or terminate 25 the appointment of the Fiscal Agent, any other Paying Agent, the Registrar, any Transfer Agent or the Calculation Agent(s) and to appoint additional or other Paying Agents or Transfer Agents, provided that the Issuer shall at all times maintain (i) a Fiscal Agent, (ii) a Registrar in relation to Registered Notes, (iii) a Transfer Agent in relation to Registered Notes, (iv) one or more Calculation Agent(s) where the Conditions so require, (v) Paying Agents having specified offices in at least two major European cities and (vi) such other agents as may be required by any other stock exchange on which the Notes may be listed. In addition, the Issuer shall forthwith appoint a Paying Agent in New York City in respect of any Bearer Notes denominated in U.S. dollars in the circumstances described in paragraph (c) above. Notice of any such change or any change of any specified office shall promptly be given to the Noteholders. (f) Unmatured Coupons and unexchanged Talons: (i) Upon the due date for redemption of Bearer Notes which comprise Fixed Rate Notes, those Notes should be surrendered for payment together with all unmatured Coupons (if any) relating thereto, failing which an amount equal to the face value of each missing unmatured Coupon (or, in the case of payment not being made in full, that proportion of the amount of such missing unmatured Coupon that the sum of principal so paid bears to the total principal due) shall be deducted from the Final Redemption Amount, Early Redemption Amount or Optional Redemption Amount, as the case may be, due for payment. Any amount so deducted shall be paid in the manner mentioned above against surrender of such missing Coupon within a period of 10 years from the Relevant Date for the payment of such principal (whether or not such Coupon has become void pursuant to Condition 9). (ii) Upon the due date for redemption of any Bearer Note comprising a Floating Rate Note, unmatured Coupons relating to such Note (whether or not attached) shall become void and no payment shall be made in respect of them. (iii) Upon the due date for redemption of any Bearer Note, any unexchanged Talon relating to such Note (whether or not attached) shall become void and no Coupon shall be delivered in respect of such Talon. (iv) Where any Bearer Note that provides that the relative unmatured Coupons are to become void upon the due date for redemption of those Notes is presented for redemption without all unmatured Coupons, and where any Bearer Note is presented for redemption without any unexchanged Talon relating to it, redemption shall be made only against the provision of such indemnity as the Issuer may require. (v) If the due date for redemption of any Note is not a due date for payment of interest, interest accrued from the preceding due date for payment of interest or the Interest Commencement Date, as the case may be, shall only be payable against presentation (and surrender if appropriate) of the relevant Bearer Note or Certificate representing it, as the case may be. Interest accrued on a Note that only bears interest after its Maturity Date shall be payable on redemption of such Note against presentation of the relevant Note or Certificate representing it, as the case may be. (g) Talons: On or after the Interest Payment Date for the final Coupon forming part of a Coupon sheet issued in respect of any Bearer Note, the Talon forming part of such Coupon sheet may be surrendered at the specified office of the Fiscal Agent in exchange for a further Coupon sheet (and if necessary another Talon for a further Coupon sheet) (but excluding any Coupons that may have become void pursuant to Condition 9). 26 (h) Non-Business Days: If any date for payment in respect of any Note or Coupon is not a business day, the holder shall not be entitled to payment until the next following business day nor to any interest or other sum in respect of such postponed payment. In this paragraph, “business day” means a day (other than a Saturday or a Sunday) on which banks and foreign exchange markets are open for business in the relevant place of presentation, in such jurisdictions as shall be specified as “Financial Centres” hereon and: (i) (in the case of a payment in a currency other than euro) where payment is to be made by transfer to an account maintained with a bank in the relevant currency, on which foreign exchange transactions may be carried on in the relevant currency in the principal financial centre of the country of such currency or (ii) (in the case of a payment in euro) which is a Business Day on which T2 is open. 8 Taxation All payments of principal and interest by or on behalf of the Issuer in respect of the Notes and the Coupons shall be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within any Relevant Jurisdiction, unless such withholding or deduction is required by law. In that event, the Issuer shall pay such additional amounts as shall result in receipt by the Noteholders and the Couponholders of such amounts as would have been received by them had no such withholding or deduction been required, except that no such additional amounts shall be payable with respect to any Note or Coupon: (a) Other connection: to, or to a third party on behalf of, a holder who is liable to such taxes, duties, assessments or governmental charges in respect of such Note or Coupon by reason of his having some connection with any Relevant Jurisdiction other than the mere holding of the Note or Coupon or (b) Presentation more than 30 days after the Relevant Date: presented (or in respect of which the Certificate representing it is presented) for payment more than 30 days after the Relevant Date except to the extent that the holder of it would have been entitled to such additional amounts on presenting it for payment on the thirtieth such day or (c) Dutch Withholding Tax Act 2021: where such deduction or withholding is required to be made pursuant to the Dutch Withholding Tax Act 2021 (Wet bronbelasting 2021). As used in these Conditions, “Relevant Date” in respect of any Note or Coupon means the date on which payment in respect of it first becomes due or (if any amount of the money payable is improperly withheld or refused) the date on which payment in full of the amount outstanding is made or (if earlier) the date seven days after that on which notice is duly given to the Noteholders that, upon further presentation of the Note (or relative Certificate) or Coupon being made in accordance with the Conditions, such payment will be made, provided that payment is in fact made upon such presentation. References in these Conditions to (i) “principal” shall be deemed to include any premium payable in respect of the Notes, all Final Redemption Amounts, Early Redemption Amounts, Optional Redemption Amounts, Amortised Face Amounts and all other amounts in the nature of principal payable pursuant to Condition 6 or any amendment or supplement to it, (ii) “interest” shall be deemed to include all Interest Amounts and all other amounts payable pursuant to Condition 5 or any amendment or supplement to it and (iii) “principal” and/or “interest” shall be deemed to include any additional amounts that may be payable under this Condition. Notwithstanding any other provision in these Conditions, in no event will the Issuer be required to pay any additional amounts in respect of the Notes and Coupons for, or on account of, any withholding or deduction required pursuant to an agreement described in Section 1471(b) of the Code or otherwise imposed pursuant to --- ![Slide 31]() > **Source slide transcript** > > 27 Sections 1471 through 1474 of Code, any regulations or agreements thereunder, or any official interpretations thereof, or any law implementing an intergovernmental approach thereto. 9 Prescription Claims against the Issuer for payment in respect of the Notes and Coupons (which for this purpose shall not include Talons) shall be prescribed and become void unless made within five years from the date on which such payment first became due. 10 Events of Default (a) If any of the following events (“Events of Default”) occurs, the holder of any Note may give written notice to the Fiscal Agent at its specified office that such Note is immediately repayable, whereupon the Early Redemption Amount of such Note together (if applicable) with accrued interest to the date of payment shall become immediately due and payable: (i) Non-Payment: default is made for more than 30 days in the payment on the due date of interest or principal in respect of any of the Notes or (ii) Breach of Other Obligations: the Issuer or the Parent Guarantor does not perform or comply with any one or more of its other obligations in the Notes which default is incapable of remedy or is not remedied within 45 days after notice of such default shall have been given to the Fiscal Agent at its specified office by any Noteholder or (iii) Cross-Default: (A) any Capital Markets Indebtedness of the Issuer, the Parent Guarantor or a Material Subsidiary becomes (or becomes capable of being declared) due and payable prior to its stated maturity by reason of any actual or potential default, event of default or the like (howsoever described), or (B) any such Capital Markets Indebtedness is not paid when due or, as the case may be, within any originally applicable grace period, or (C) the Issuer, the Parent Guarantor or a Material Subsidiary fails to pay when due any amount payable by it under any present or future guarantee for, or indemnity in respect of, any moneys borrowed or raised, provided that the aggregate amount of the relevant indebtedness, guarantees and indemnities in respect of which one or more of the events mentioned above in this paragraph (iii) have occurred equals or exceeds EUR 100,000,000 or its equivalent or (iv) Enforcement Proceedings: an executory attachment (executoriaal beslag) or an interlocutory attachment (conservatoir beslag) is made, or another attachment, distress, execution or other legal process under any law is levied, enforced or sued out on or against any of the property, assets or revenues of the Issuer, the Parent Guarantor or a Material Subsidiary representing an amount equal to or exceeding EUR 100,000,000 and is not cancelled, withdrawn, discharged or stayed within 90 days or (v) Security Enforced: any mortgage, charge, pledge, lien or other encumbrance, present or future, created or assumed by the Issuer, the Parent Guarantor or a Material Subsidiary representing an amount equal to or exceeding EUR 100,000,000 becomes enforceable and any step is taken to enforce it (including the taking of possession or the appointment of a receiver, administrative receiver, administrator manager or other similar person) or (vi) Insolvency: suspension of payments (surseance van betaling) or bankruptcy (faillissement) proceedings or similar proceedings under any law are initiated or applied for by the Issuer, the Parent Guarantor or a Material Subsidiary or by a third party in respect of the Issuer, the Parent Guarantor or a Material Subsidiary, and, in the case of a third party application, not discharged 28 within 60 days, or the Issuer, the Parent Guarantor or a Material Subsidiary is (or is, or could be, deemed by law or a court to be) insolvent or bankrupt or unable to pay its debts under any applicable law, stops, suspends or threatens to stop or suspend payment of all or any part of (or of a particular type of) its debts, proposes or makes a general assignment or an arrangement or composition with or for the benefit of the relevant creditors in respect of any of such debts or a moratorium is agreed or declared or comes into effect in respect of or affecting all or any part of (or of a particular type of) the debts of the Issuer, the Parent Guarantor or a Material Subsidiary, or any such measures are officially decreed, under any applicable law or (vii) Winding-up: an order is made or an effective resolution passed for the winding-up, administration, dissolution or liquidation (ontbinding, vereffening) of the Issuer or any Material Subsidiary that is a Subsidiary of the Issuer, or the Issuer or any Material Subsidiary that is a Subsidiary of the Issuer shall apply or petition for a winding-up or administration order in respect of itself, in each case except for the purpose of and followed by a reconstruction, amalgamation, reorganisation, merger, demerger or consolidation (i) on terms approved by an Extraordinary Resolution (as defined in the Agency Agreement) of the Noteholders or (ii) in the case of a Material Subsidiary that is a Subsidiary of the Issuer, under a solvent winding-up pursuant to a shareholders’ resolution or an intragroup reorganisation whereby the undertaking and assets of such Material Subsidiary are transferred to or otherwise vested in the Issuer or any of its Subsidiaries or (viii) Illegality: it is or will become unlawful for the Issuer or the Parent Guarantor to perform or comply with any one or more of its obligations under any of the Notes or the relevant Guarantee, as the case may be or (ix) Guarantee: a Guarantee is not (or is claimed by any of the Guarantors not to be) in full force and effect in accordance with its terms for any reason, except pursuant to these Conditions or terms of the Guarantee governing the release of the Guarantee or the satisfaction in full of all the obligations thereunder. (b) In the events specified in subparagraphs (ii) and (iii) of Condition 10(a), any notice declaring Notes due shall, unless at the time such notice is received any of the events specified in subparagraphs (i) and (iv) through (ix) of Condition 10(a) entitled Noteholders to declare their Notes due has occurred, become effective only when the Fiscal Agent has received such default notices from the Noteholders representing at least 15 per cent. of the aggregate nominal amount of Notes then outstanding. 11 Meeting of Noteholders and Modifications (a) Meetings of Noteholders: The Agency Agreement contains provisions for convening meetings of Noteholders (including meetings held by virtual means via an electronic platform) to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution (as defined in the Agency Agreement) of a modification of any of these Conditions. Such a meeting may be convened by Noteholders holding not less than 10 per cent. in nominal amount of the Notes for the time being outstanding. The quorum for any meeting convened to consider an Extraordinary Resolution shall be two or more persons holding or representing a clear majority in nominal amount of the Notes for the time being outstanding, or at any adjourned meeting two or more persons being or representing Noteholders whatever the nominal amount of the Notes held or represented, unless the business of such meeting includes consideration of proposals, inter alia, (i) to amend the dates of maturity or redemption of the Notes or any date for payment of interest or Interest Amounts on the Notes, (ii) to reduce or cancel the nominal amount of, or any premium payable on redemption of, the Notes, (iii) to reduce the rate or 29 rates of interest in respect of the Notes or to vary the method or basis of calculating the rate or rates or amount of interest or the basis for calculating any Interest Amount in respect of the Notes, (iv) if a Minimum and/or a Maximum Rate of Interest or Redemption Amount is shown hereon, to reduce any such Minimum and/or Maximum, (v) to vary any method of, or basis for, calculating Final Redemption Amount, Early Redemption Amount, Optional Redemption Amount, Residual Call Early Redemption Amount or Transaction Trigger Redemption Amount, as the case may be, including the method of calculating the Amortised Face Amount, (vi) to vary the currency or currencies of payment or denomination of the Notes, (vii) to modify the provisions concerning the quorum required at any meeting of Noteholders or the majority required to pass the Extraordinary Resolution, or (viii) without prejudice to Condition 3(a) or 3(c), to modify or cancel any of the Guarantees, in which case the necessary quorum shall be two or more persons holding or representing not less than 75 per cent. or at any adjourned meeting not less than 25 per cent. in nominal amount of the Notes for the time being outstanding. Any Extraordinary Resolution duly passed shall be binding on Noteholders (whether or not they were present at the meeting at which such resolution was passed) and on all Couponholders. The Agency Agreement provides that a resolution in writing signed by or on behalf of the holders of not less than 75 per cent. in nominal amount of the Notes outstanding shall for all purposes be as valid and effective as an Extraordinary Resolution passed at a meeting of Noteholders duly convened and held. Such a resolution in writing may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Noteholders. (b) Modification of Agency Agreement: The Issuer shall only permit any modification of, or any waiver or authorisation of any breach or proposed breach of or any failure to comply with, the Agency Agreement, if to do so could not reasonably be expected to be prejudicial to the interests of the Noteholders. (c) Issuer Substitution: (i) The Issuer may, and the Noteholders and Couponholders hereby irrevocably agree in advance that the Issuer may without any further consent of the Noteholders or Couponholders being required, when no payment of principal of any of the Notes or interest on any of the Notes is in default, be replaced and substituted by the Parent Guarantor or any directly or indirectly wholly- owned subsidiary of the Parent Guarantor (the “Substituted Debtor”) as principal debtor in respect of the Notes and the relative Coupons provided that such documents shall be executed by the Substituted Debtor and the Issuer as may be necessary to give full effect to the substitution (together the “Substitution Documents”) and: (A) (without limiting the generality of the foregoing) pursuant to the Substitution Documents (i) the Substituted Debtor shall undertake in favour of each Noteholder and Couponholder to be bound by the Terms and Conditions and the provisions of the Agency Agreement as fully as if the Substituted Debtor had been named in the Notes, the relative Coupons and the Agency Agreement as the principal debtor in respect of the Notes and the relative Coupons in place of the Issuer and (ii) the Issuer shall guarantee, which guarantee shall be unconditional and irrevocable, (the “Issuer Guarantee”) in favour of each Noteholder and holder of the relative Coupons the payment of all sums payable (including any additional amounts payable pursuant to Condition 8) in respect of the Notes and the relative Coupons; (B) where the Substituted Debtor is incorporated, domiciled or resident for taxation purposes in a territory other than the Netherlands, the Substitution Documents shall contain a covenant and/or such other provisions as may be necessary to ensure that each Noteholder 30 and Couponholder has the benefit of a covenant in terms corresponding to the provisions of Condition 8 with the substitution of the references to the Netherlands with references to the territory in which the Substituted Debtor is incorporated, domiciled and/or resident for taxation purposes. The Substitution Documents shall also contain a covenant by the Substituted Debtor and the Issuer to indemnify and hold harmless each Noteholder and Couponholder against all liabilities, costs, charges and expenses (provided that insofar as the liabilities, costs, charges and expenses are taxes or duties, the same arise by reason of a law or regulation having legal effect or being in reasonable contemplation thereof on the date such substitution becomes effective) which may be incurred by or levied against such holder as a result of any substitution pursuant to this Condition and which would not have been so incurred or levied had such substitution not been made (and, without limiting the foregoing, such liabilities, costs, charges and expenses shall include any and all taxes or duties which are imposed on any such Noteholder or Couponholder by any political sub- division or taxing authority of any country in which such Noteholder or Couponholder resides or is subject to any such tax or duty and which would not have been so imposed had such substitution not been made); (C) the Substitution Documents shall contain a warranty and representation by the Substituted Debtor and the Issuer (a) that each of the Substituted Debtor and the Issuer has obtained all necessary governmental and regulatory approvals and consents for such substitution and the performance of its obligations under the Substitution Documents, and that all such approvals and consents are in full force and effect and (b) that the obligations assumed by each of the Substituted Debtor and the Issuer under the Substitution Documents are all valid and binding in accordance with their respective terms and enforceable by each Noteholder; (D) each stock exchange which has Notes listed thereon shall have confirmed that following the proposed substitution of the Substituted Debtor for the Issuer, the Notes would continue to be listed on such stock exchange; (E) the Issuer shall have delivered to the Fiscal Agent or procured the delivery to the Fiscal Agent of a legal opinion from the internal legal adviser to the Issuer to the effect that the Substitution Documents (including the Issuer Guarantee) constitute legal, valid and binding obligations of the Issuer, such opinion to be dated not more than three days prior to the date of substitution of the Substituted Debtor for the Issuer and to be available for inspection by Noteholders and Couponholders at the specified office of the Fiscal Agent; and (F) the Issuer shall have delivered to the Fiscal Agent or procured the delivery to the Fiscal Agent of a legal opinion from a reputable firm of Dutch lawyers (and, if applicable, from a leading firm of local lawyers acting for the Substituted Debtor) to the effect that the Substitution Documents (including the Issuer Guarantee, if applicable) constitute legal, valid and binding obligations of the Substituted Debtor and, if applicable, the Issuer under Dutch law, such opinion to be dated not more than three days prior to the date of substitution of the Substituted Debtor for the Issuer and to be available for inspection by Noteholders and Couponholders at the specified office of the Fiscal Agent. (ii) In connection with any substitution effected pursuant to this Condition, neither the Issuer (or previously substituted company, as the case may be) nor the Substituted Debtor need to have any regard to, or be in any way liable for, the consequences of any such substitution for individual Noteholders or Couponholders resulting from their being for any purpose domiciled or resident --- ![Slide 32]() > **Source slide transcript** > > 31 in, or otherwise connected with, or subject to the jurisdiction of, any particular territory. No Noteholder or Couponholder shall, in connection with any such substitution, be entitled to claim from the Issuer (or previously substituted company, as the case may be) or any Substituted Debtor under the Notes and the relative Coupons any indemnification or payment in respect of any tax or other consequences arising from such substitution, except already provided in Condition 8 as modified in accordance with the following paragraph. (iii) Upon the execution of the Substitution Documents as referred to in Condition 11(c)(i) above, and subject to the notice as referred to in Condition 11(c)(vi) below having been given, the Substituted Debtor shall be deemed to be named in the Notes and the relative Coupons as the principal debtor in place of the Issuer and the Notes and the relative Coupons shall thereupon be deemed to be amended to give effect to the substitution. The execution of the Substitution Documents shall operate to release the Issuer as issuer from all of its obligations as principal debtor in respect of the Notes and the relative Coupons save that any claims under the Notes and the relative Coupons arising against the Issuer prior to its release shall inure to the benefit of Noteholders and Couponholders. (iv) The Substitution Documents shall be deposited with and held by the Fiscal Agent for so long as any Notes or Coupons remain outstanding and for so long as any claim made against the Substituted Debtor by any Noteholder or Couponholder in relation to the Notes or the relative Coupons or the Substitution Documents is not finally adjudicated, settled or discharged. The Substituted Debtor and the Issuer shall acknowledge in the Substitution Documents the right of every Noteholder or Couponholder to the production of the Substitution Documents for the enforcement of any of the Notes or the relative Coupons or the Substitution Documents. (v) Not later than 15 days after the execution of the Substitution Documents, the Substituted Debtor shall give notice thereof to the Noteholders in accordance with Condition 14. (vi) Upon the notice referred to in Condition 11(c)(v) above being given and without prejudice to the efficacy of the substitution the Issuer and the Substituted Debtor will use best efforts to provide such information in respect of the Substituted Debtor as may reasonably be requested by a Noteholder or Couponholder as part of its on-boarding procedures. 12 Replacement of Notes, Certificates, Coupons and Talons If a Note, Certificate, Coupon or Talon is lost, stolen, mutilated, defaced or destroyed, it may be replaced, subject to applicable laws, regulations and stock exchange or other relevant authority regulations, at the specified office of the Fiscal Agent (in the case of Bearer Notes, Coupons or Talons) and of the Registrar (in the case of Certificates) or such other Paying Agent or Transfer Agent, as the case may be, as may from time to time be designated by the Issuer for the purpose and notice of whose designation is given to Noteholders, in each case on payment by the claimant of the fees and costs incurred in connection therewith and on such terms as to evidence, security and indemnity (which may provide, inter alia, that if the allegedly lost, stolen or destroyed Note, Certificate, Coupon or Talon is subsequently presented for payment or, as the case may be, for exchange for further Coupons, there shall be paid to the Issuer on demand the amount payable by the Issuer in respect of such Notes, Certificates, Coupons or further Coupons) and otherwise as the Issuer may require. Mutilated or defaced Notes, Certificates, Coupons or Talons must be surrendered before replacements will be issued. 32 13 Further Issues The Issuer may from time to time without the consent of the Noteholders or Couponholders create and issue further notes having the same terms and conditions as the Notes (so that, for the avoidance of doubt, references in these Conditions to “Issue Date” shall be to the first issue date of the Notes) and so that the same shall be consolidated and form a single series with such Notes, and references in these Conditions to “Notes” shall be construed accordingly. 14 Notices Notices required to be given to the holders of Registered Notes pursuant to the Conditions shall be mailed to them at their respective addresses in the Register and deemed to have been given on the fourth weekday (being a day other than a Saturday or a Sunday) after the date of mailing. Notices required to be given to the holders of Bearer Notes pursuant to the Conditions shall be valid if published in a daily newspaper of general circulation in London (which is expected to be the Financial Times). So long as the Notes are listed on the Luxembourg Stock Exchange, notices required to be given to holders of the Notes pursuant to the Conditions shall also be published either on the website of the Luxembourg Stock Exchange (www.luxse.com) or in a daily newspaper with general circulation in Luxembourg (which is expected to be the Luxemburger Wort). If any such publication is not practicable, notice required to be given pursuant to the Conditions shall be validly given if published in another leading daily English language newspaper with general circulation in Europe. Any such notice shall be deemed to have been given on the date of such publication or, if published more than once or on different dates, on the date of the first publication as provided above. Couponholders shall be deemed for all purposes to have notice of the contents of any notice given to the holders of Bearer Notes in accordance with this Condition. 15 Currency Indemnity 16 Any amount received or recovered in a currency other than the currency in which payment under the relevant Note or Coupon is due (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvency, winding-up or dissolution of the Issuer or otherwise) by any Noteholder or Couponholder in respect of any sum expressed to be due to it from the Issuer shall only constitute a discharge to the Issuer to the extent of the amount in the currency of payment under the relevant Note or Coupon that the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If the amount received or recovered is less than the amount expressed to be due to the recipient under any Note or Coupon, the Issuer shall indemnify it against any loss sustained by it as a result. In any event, the Issuer shall indemnify the recipient against the cost of making any such purchase. For the purposes of this Condition, it shall be sufficient for the Noteholder or Couponholder, as the case may be, to demonstrate that it would have suffered a loss had an actual purchase been made. These indemnities constitute a separate and independent obligation from the Issuer’s other obligations, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by any Noteholder or Couponholder and shall continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Note or Coupon or any other judgment or order. 17 Governing Law and Jurisdiction (a) Governing Law: The Notes, the Coupons and the Talons and any non-contractual obligations arising out of or in connection with them are governed by, and shall be construed in accordance with, Dutch law. 33 (b) Jurisdiction: The courts of Amsterdam, The Netherlands, are to have jurisdiction to settle any disputes that may arise out of or in connection with any Notes, Coupons or Talons and accordingly any legal action or proceedings arising out of or in connection with any Notes, Coupons or Talons (including any dispute as to their existence, validity, interpretation, performance, breach or termination or the consequences of their nullity and any dispute relating to any non-contractual obligations arising out of or in connection with the Notes and/or the Coupons and/or Talons) and accordingly submits to the exclusive jurisdiction of the courts of Amsterdam, the Netherlands. This submission is made for the exclusive benefit of the Noteholders, Couponholders or Talonholders and shall not affect their right to take such action or bring such proceedings in any court of a Member State under the Brussels Ia Regulation (in accordance with Chapter II, Sections 1 and 2 thereof) or a State that is a party to the Lugano II Convention (in accordance with Title II, Sections 1 and 2 thereof). These Conditions may be amended, modified or varied in relation to any Series of Notes by the terms of the relevant Final Terms in relation to such Series. --- --- ## EX-4.5 DEED OF GUARANTEE EUR NOTES SEC source: [kdp-ex45_deedofguarantee.htm](https://www.sec.gov/Archives/edgar/data/1418135/000141813526000051/kdp-ex45_deedofguarantee.htm) ![Slide 1]() > **Source slide transcript** > > EXECUTION COPY DEED OF GUARANTEE 21 MAY 2026 Between JDEP COFFEE B.V. and the Guarantors listed in Schedule 1 Allen Overy Shearman Sterling LLP 0131192-0000033 UKEU_AOSHEARMAN: 130001330543.3 2 CONTENTS Clause Page 1. Interpretation .......................................................................................................................................... 3 2. Guarantee, Indemnity and Limitation on Liability ................................................................................. 3 3. Payments ................................................................................................................................................ 5 4. Amendment and Termination ................................................................................................................ 6 5. Release and Addition of a Guarantor ..................................................................................................... 6 6. General ................................................................................................................................................... 7 7. Governing Law and Jurisdiction ............................................................................................................ 7 Signatures ............................................................................................................................................................ 8 Schedule 1. List of Guarantors ................................................................................................................................ 10 2. Notes .................................................................................................................................................... 11 3. Form of Guarantor Accession Notice .................................................................................................. 12 3 This Deed of Guarantee is made on 21 May 2026 between: (1) JDEP COFFEE B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands with its statutory seat in Amsterdam, the Netherlands, and having its registered office at Oosterdoksstraat 80, 1011 DK Amsterdam, the Netherlands, registered with the Dutch trade register of the Chamber of Commerce under number 42051177 (the "Issuer"); and (2) THE ENTITIES LISTED IN SCHEDULE 1 (the "Guarantors" and each a "Guarantor"). WHEREAS: (A) The Issuer has established a debt issuance programme pursuant to which it issues notes from time to time (the "Notes", which term includes the Notes listed in Schedule 2 and any future Notes issued by the Issuer). On 18 May 2026, extraordinary resolutions of the holders of the Notes issued by it and presently outstanding (the "Holders", which expression shall, if sums are payable to them by the Issuer, include the Relevant Account Holders) approved certain modifications to the terms and conditions of the relevant Notes (the "Conditions") with effect from 21May 2026. (B) In connection therewith, the Guarantors have unconditionally and irrevocably and jointly and severally (subject to the provisions herein and Condition 3(c) of the relevant Notes) agreed to guarantee the payment of all sums expressed to be payable from time to time by the Issuer in respect of the relevant Notes to the Holders (the "Guarantee"). This Deed of Guarantee witnesses as follows: 1. INTERPRETATION 1.1 Defined Terms: In this Deed of Guarantee, unless otherwise defined herein, capitalised terms shall have the same meaning given to them in the relevant Conditions. 1.2 Headings: Headings shall be ignored in construing this Deed of Guarantee. 1.3 Contracts: References in this Deed of Guarantee to this Deed of Guarantee or any other document are to this Deed of Guarantee or those documents as amended, supplemented or replaced from time to time in relation to the Programme and includes any document that amends, supplements or replaces them. 2. GUARANTEE, INDEMNITY AND LIMITATION ON LIABILITY 2.1 Guarantee: Each of the Guarantors unconditionally and irrevocably, and on a joint and several basis, guarantees (subject to the provisions herein and Condition 3(c) of the Notes) as primary obligor and not merely as surety, to each Holder, the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of, premium (if any), interest and additional amounts (if any) on the Notes and all other monetary obligations of the Issuer in respect of the Notes and the Coupons (collectively, the "Guaranteed Obligations"). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and that it will remain bound under this Guarantee notwithstanding any extension or renewal of any Guaranteed Obligation. All payments under this Guarantee by the Guarantors shall be made subject to the Conditions. 2.2 Guarantors as Principal Debtor: As between the Guarantors and the Holders but without affecting the Issuer's obligations, the Guarantors shall be liable under this Guarantee as if each Guarantor were the sole principal debtor. Accordingly, except as expressly set forth in Clause 5, the obligations of each Guarantor shall not be subject to any reduction, limitation, impairment or termination for any 4 reason (other than payment of the Guaranteed Obligations in full), and shall not be subject to any defence of set-off, counterclaim, recoupment or termination whatsoever. Without limiting the generality of the foregoing, the obligations of each Guarantor shall not be discharged, nor shall the liability of each Guarantor be affected, by anything that would not discharge such Guarantor or affect its liability if such Guarantor were the sole principal debtor, including (1) any time, indulgence, concession, waiver or consent at any time given to the Issuer or any other person, (2) any amendment to any other provisions of this Guarantee or to the Conditions or to any security or other guarantee or indemnity, (3) the making or absence of any demand on the Issuer or any other person for payment, (4) the enforcement or absence of enforcement of this Guarantee, the Notes, the Coupons or of any security or other guarantee or indemnity, (5) the taking, existence or release of any security, guarantee or indemnity, (6) the failure of any Holder to exercise any right or remedy against any other Guarantor, (7) any change in the ownership of the Issuer, (8) the insolvency, winding-up, dissolution, amalgamation, reconstruction or reorganisation of the Issuer or any other person, (9) the illegality, invalidity or unenforceability of or any defect in any provision of this Guarantee, the Notes, the Coupons or any of the Issuer's obligations under any of them, or (10) any default, failure or delay, wilful or otherwise, in the performance of the Guaranteed Obligations, or any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor. The Guarantors hereby also agree that, so long as any sums are or may be owed by the Issuer in respect of the Notes or the Issuer is under any other actual or contingent obligation thereunder or in respect thereof, the Guarantors will not exercise any rights which the Guarantors may at any time have, by reason of the performance by the Guarantors of their respective obligations hereunder: (1) to claim any contribution from any other guarantor of the Issuer’s obligations under or in respect of any Note, (2) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of any Holder against the Issuer in respect of amounts paid by the Guarantors under this Guarantee in connection with the Notes and (3) to invoke any defence, privilege, right or remedy which at any time may be available to them in respect of their respective obligations hereunder, or under any other document, including, but not limited to, any right of set-off or counter claim which any of the Guarantors or the Issuer may have against the Holders. 2.3 Continuing Obligations of the Guarantors: Without prejudice to Clause 5, the obligations of each of the Guarantors under this Guarantee are and shall remain in full force and effect by way of continuing security until no sum remains payable under the Notes, the Coupons or this Guarantee. Furthermore, those obligations of the Guarantors are additional to, and not instead of, any security or other guarantee or indemnity at any time existing in favour of any person, whether from any of the Guarantors or otherwise and may be enforced without first having recourse to the Issuer, any other person, any security or any other guarantee or indemnity. Each of the Guarantors irrevocably waives all notices and demands of any kind. 2.4 Exercise of a Guarantor's Rights: So long as any sum remains payable under the Notes, the Coupons or this Guarantee, none of the Guarantors shall exercise or enforce any right, by reason of the performance of any of its obligations under this Guarantee, to be indemnified by the Issuer or to take the benefit of or enforce any security or other guarantee or indemnity. 2.5 Avoidance of Payments: The Guarantors shall, on a joint and several basis, on demand indemnify the relevant Holder, on an after tax basis, against any cost, loss, expense or liability sustained or incurred by it as a result of it being required for any reason (including any bankruptcy, insolvency, winding- up, dissolution or similar law of any jurisdiction) to refund all or part of any amount received or recovered by it in respect of any sum payable by the Issuer under the Notes or the Coupons and shall in any event pay to it on demand the amount as refunded by it. 2.6 Debts of Issuer: If any moneys become payable by the Guarantors under this Guarantee, the Issuer shall not (except in the event of the liquidation of the Issuer) so long as any such moneys remain unpaid, pay any moneys for the time being due from the Issuer to the Guarantors. --- ![Slide 2]() > **Source slide transcript** > > 5 2.7 Indemnity: As separate, independent and alternative stipulations, each Guarantor unconditionally and irrevocably agrees: (1) that any sum that, although expressed to be payable by the Issuer under the Notes or the Coupons or by the Guarantors under this Guarantee, is for any reason (whether or not now existing and whether or not now known or becoming known to the Issuer, the Guarantors or a Holder) not recoverable from such Guarantor on the basis of a guarantee shall nevertheless be recoverable from it as if it were the sole principal debtor and shall be paid by it to the Holder on demand; and (2) as a primary obligation to indemnify each Holder against any loss suffered by it as a result of any sum expressed to be payable by the Issuer under the Notes or the Coupons or by the Guarantors under this Guarantee not being paid on the date and otherwise in the manner specified in this Guarantee or in the Conditions or any payment obligation of the Issuer under the Notes or the Coupons or by the Guarantors under this Guarantee being or becoming void, voidable or unenforceable for any reason (whether or not now existing and whether or not now known or becoming known to a Holder), the amount of that loss being the amount expressed to be payable by the Issuer in respect of the relevant sum. 2.8 Limitation of Liability: The obligations of any Guarantor will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Deed of Guarantee, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance, unlawful financial assistance or fraudulent transfer. 2.9 Incorporation of Terms: Each Guarantor agrees that it will comply with and be bound by all such provisions contained in the Conditions which relate to the Guarantors. 3. PAYMENTS 3.1 Payments Free of Taxes: All payments by any Guarantor under this Guarantee shall be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within any Relevant Jurisdiction, unless such withholding or deduction is required by law. In that event, the relevant Guarantor(s) shall pay such additional amounts as will result in the receipt by the Holders of such amounts as would have been received by them had no such withholding or deduction been required, except that no such additional amounts shall be payable: (i) to, or to a third party on behalf of, a Holder who is liable to such taxes, duties, assessments or governmental charges in respect of such payment by reason of the Holder having some connection with any Relevant Jurisdiction other than the mere holding of the Note or Coupon; (ii) in respect of any demand for payment made more than 30 days after the Relevant Date except to the extent that the Holder would have been entitled to such additional amounts on making such demand on the thirtieth such day; (iii) where such deduction or withholding would not have been imposed but for the failure of the holder or any other person to comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the Relevant Jurisdiction of the holder or beneficial owner of the Notes, if and to the extent that the holder or any other person is legally entitled to do so and due and timely compliance is required by statute, by regulation of the Relevant Jurisdiction or any taxing authority therein or by an applicable income tax treaty to which the Relevant Jurisdiction is a party as a precondition to exemption from such deduction or withholding; or (iv) where such deduction or withholding is required to be made pursuant to the Dutch Withholding Tax Act 2021 (Wet bronbelasting 2021). 6 References herein to (i) “principal” shall be deemed to include any premium payable in respect of the Notes, all Final Redemption Amounts, Early Redemption Amounts, Optional Redemption Amounts, Amortised Face Amounts and all other amounts in the nature of principal payable pursuant to Condition 6 in the Conditions or any amendment or supplement to it, (ii) “interest” shall be deemed to include all Interest Amounts and all other amounts payable pursuant to Condition 5 of the Conditions or any amendment or supplement to it and (iii) “principal” and/or “interest” shall be deemed to include any additional amounts that may be payable under the Conditions. Notwithstanding any other provision herein in no event will any of the Guarantors be required to pay any additional amounts in respect of the Notes and Coupons for, or on account of, any withholding or deduction required pursuant to an agreement described in Section 1471(b) of the Code or otherwise imposed pursuant to Sections 1471 through 1474 of the Code, any regulations or agreements thereunder, or any official interpretations thereof, or any law implementing an intergovernmental approach thereto. 3.2 Payments Subject to Fiscal Laws: All payments are subject in all cases to any applicable fiscal or other laws, regulations and directives in the place of payment (whether by operation of law or agreement of the Issuer or its Agents), but without prejudice to the provisions of Clause 3.1. 3.3 Stamp Duties: Each of the Guarantors covenants to and agrees with the Holders that it shall pay promptly, and in any event before any penalty becomes payable, any stamp, documentary, registration or similar duty or tax payable in any Relevant Jurisdiction, Belgium or Luxembourg, as the case may be, or in the country of any currency in which the Notes may be denominated or amounts may be payable in respect of the Notes or any political subdivision or taxing authority thereof or therein in connection with the entry into, performance, enforcement or admissibility in evidence of this Guarantee and/or any amendment of, supplement to or waiver in respect of this Guarantee and shall indemnify each of the Holders, on an after tax basis, against any liability with respect to or resulting from any delay in paying or omission to pay any such tax. 4. AMENDMENT AND TERMINATION Without prejudice to Clause 5, a Guarantor may not amend, vary, terminate or suspend this Guarantee or its obligations hereunder unless such amendment, variation, termination or suspension (i) is not prejudicial to the interests of the Holders, (ii) is to provide for the assumption of the Issuer’s or a Guarantor’s obligations in the case of a merger or consolidation or sale of all or substantially all of the Issuer’s or such Guarantor’s assets, as applicable or (iii) shall have been approved by an Extraordinary Resolution to which the special quorum provisions specified in the Notes apply to the holders of each series of Notes outstanding, save that nothing in this Clause shall prevent a Guarantor from increasing or extending its obligations hereunder by way of supplement to this Guarantee at any time. 5. RELEASE AND ADDITION OF A GUARANTOR 5.1 The obligations of a Guarantor under this Guarantee (but not any payment obligation under the Guarantee which has already become due and payable) will be automatically and unconditionally released (and thereupon shall terminate and be discharged and be of no further force and effect) and no further action by the Issuer, any Guarantor or the Fiscal Agent shall be required for such release and discharge upon the occurrence of any of the events specified in the Upstream Guarantee (as defined below). "Upstream Guarantee" means the guarantee set out in Article X (Securities Guarantee) of the indenture dated 26 March 2026 between Maple and U.S. Bank Trust Company, National Association as amended or supplemented from time to time by one or more supplemental indentures thereto. 5.2 At any time from the date hereof, (i) prior to the Separation, any existing and future subsidiary (other than the Issuer) of KDP and (ii) immediately following the Separation, Maple and any existing and future subsidiary (other than the Issuer) of Maple, may assume the rights, duties and obligations of a 7 "Guarantor" hereunder and accede and become party to this Guarantee as a new Guarantor (a "New Guarantor") by executing a notice substantially in the form as set forth in Schedule 3 (a "Guarantor Accession Notice"). All parties hereto hereby irrevocably agree to such New Guarantor becoming a party to this Guarantee following completion and execution of the relevant Guarantor Accession Notice. 6. GENERAL 6.1 Benefit: This Guarantee shall enure for the benefit of the Holders. 6.2 Deposit of Guarantee: The Issuer and/or the Guarantors shall deposit this Guarantee with the Fiscal Agent, to be held by the Fiscal Agent until all the obligations of the Issuer and the Guarantors have been discharged in full. The Issuer and the Guarantors acknowledge the right of each Holder to the production of, and to obtain a copy of, this Guarantee. 7. GOVERNING LAW AND JURISDICTION 7.1 Governing Law: This Guarantee and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with Dutch law. 7.2 Jurisdiction: The courts of Amsterdam, the Netherlands are to have jurisdiction to settle any disputes that may arise out of or in connection with this Guarantee and accordingly any legal action or proceedings arising out of or in connection with this Guarantee (“Proceedings”) may be brought in such courts. The Issuer and the Guarantors waive any objection to Proceedings in such courts whether on the ground of venue or on the ground that the Proceedings have been brought in an inconvenient forum. This Clause is for the benefit of the Issuer and the Guarantors and each of the Holders and shall not limit the right of any of them to take Proceedings in any other court of competent jurisdiction nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not). In witness whereof the Issuer and the Guarantors have caused this Guarantee to be duly executed on the date stated at the beginning. - remainder of this page intentionally left blank; signature page(s) follow(s) - SIGNATURES JDEP COFFEE B.V. /s/ Robbe Mertens By: Robbe Mertens Title: Treasurer --- ![Slide 3]() > **Source slide transcript** > > On behalf of: KEURIG DR PEPPER INC. 234DP AVIATION, LLC A & W CONCENTRATE COMPANY BAI BRANDS LLC BEVERAGES DELAWARE INC. DP BEVERAGES INC. DPS AMERICAS BEVERAGES, LLC DPS BEVERAGES, INC. DPS HOLDINGS INC. DR PEPPER/SEVEN-UP BEVERAGE SALES COMPANY DR PEPPER/SEVEN UP MANUFACTURING COMPANY DR PEPPER/SEVEN UP, INC. MAPLE PARENT HOLDINGS CORP. MOTT’S DELAWARE LLC MOTT’S LLP NANTUCKET ALLSERVE LLC SNAPPLE BEVERAGE CORP. SPLASH TRANSPORT, INC. THE AMERICAN BOTTLING COMPANY /s/ Dan Morrell By: Dan Morrell Title: Vice President and Treasurer 10 --- --- ## EX-4.6 DEED OF GUARANTEE USD NOTES SEC source: [kdp-ex46_deedofguarantee.htm](https://www.sec.gov/Archives/edgar/data/1418135/000141813526000051/kdp-ex46_deedofguarantee.htm) ![Slide 1]() > **Source slide transcript** > > EXECUTION COPY DEED OF GUARANTEE 21 MAY 2026 Between JDEP COFFEE B.V. and the Guarantors listed in Schedule 1 Allen Overy Shearman Sterling LLP 0131192-0000033 UKEU_AOSHEARMAN: 130001330543.3 2 CONTENTS Clause Page 1. Interpretation .......................................................................................................................................... 3 2. Guarantee, Indemnity and Limitation on Liability ................................................................................. 3 3. Payments ................................................................................................................................................ 5 4. Amendment and Termination ................................................................................................................ 6 5. Release and Addition of a Guarantor ..................................................................................................... 6 6. General ................................................................................................................................................... 7 7. Governing Law and Jurisdiction ............................................................................................................ 7 Signatures ............................................................................................................................................................ 8 Schedule 1. List of Guarantors ................................................................................................................................ 10 2. Form of Guarantor Accession Notice .................................................................................................. 11 3 This Deed of Guarantee is made on 21 May 2026 between: (1) JDEP COFFEE B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands with its statutory seat in Amsterdam, the Netherlands, and having its registered office at Oosterdoksstraat 80, 1011 DK Amsterdam, the Netherlands, registered with the Dutch trade register of the Chamber of Commerce under number 42051177 (the "Issuer"); and (2) THE ENTITIES LISTED IN SCHEDULE 1 (the "Guarantors" and each a "Guarantor"). WHEREAS: (A) On 24 September 2021, the Issuer issued (i) USD 750,000,000 1.375 per cent. Notes due 2027 (Reg S ISIN: USN44664AE56, 144A ISIN: US47216QAB95) and (ii) USD 500,000,000 2.250 per cent. Notes due 2031 (Reg S ISIN: USN44664AF22, 144A ISIN: US47216QAC78) (the "Notes"). In connection with the consummation of the acquisition by Keurig Dr Pepper Inc. ("KDP") of the Issuer, as announced on 13 April 2026, it is intended that certain cross-guarantees are entered into, pursuant to which the Issuer and the Guarantors guarantee each other’s outstanding indebtedness. (B) In connection therewith, the Guarantors have unconditionally and irrevocably and jointly and severally (subject to the provisions herein and Condition 3(c) of the relevant Notes) agreed to guarantee the payment of all sums expressed to be payable from time to time by the Issuer in respect of the relevant Notes to the holders of the Notes (the "Holders") (the "Guarantee"). This Deed of Guarantee witnesses as follows: 1. INTERPRETATION 1.1 Defined Terms: In this Deed of Guarantee, unless otherwise defined herein, capitalised terms shall have the same meaning given to them in the relevant Conditions. 1.2 Headings: Headings shall be ignored in construing this Deed of Guarantee. 1.3 Contracts: References in this Deed of Guarantee to this Deed of Guarantee or any other document are to this Deed of Guarantee or those documents as amended, supplemented or replaced from time to time in relation to the Programme and includes any document that amends, supplements or replaces them. 2. GUARANTEE, INDEMNITY AND LIMITATION ON LIABILITY 2.1 Guarantee: Each of the Guarantors unconditionally and irrevocably, and on a joint and several basis, guarantees (subject to the provisions herein) as primary obligor and not merely as surety, to each Holder, the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of, premium (if any), interest and additional amounts (if any) on the Notes and all other monetary obligations of the Issuer in respect of the Notes and the Coupons (collectively, the "Guaranteed Obligations"). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and that it will remain bound under this Guarantee notwithstanding any extension or renewal of any Guaranteed Obligation. All payments under this Guarantee by the Guarantors shall be made subject to the Conditions. 2.2 Guarantors as Principal Debtor: As between the Guarantors and the Holders but without affecting the Issuer's obligations, the Guarantors shall be liable under this Guarantee as if each Guarantor were the sole principal debtor. Accordingly, except as expressly set forth in Clause 5, the obligations of each Guarantor shall not be subject to any reduction, limitation, impairment or termination for any 4 reason (other than payment of the Guaranteed Obligations in full), and shall not be subject to any defence of set-off, counterclaim, recoupment or termination whatsoever. Without limiting the generality of the foregoing, the obligations of each Guarantor shall not be discharged, nor shall the liability of each Guarantor be affected, by anything that would not discharge such Guarantor or affect its liability if such Guarantor were the sole principal debtor, including (1) any time, indulgence, concession, waiver or consent at any time given to the Issuer or any other person, (2) any amendment to any other provisions of this Guarantee or to the Conditions or to any security or other guarantee or indemnity, (3) the making or absence of any demand on the Issuer or any other person for payment, (4) the enforcement or absence of enforcement of this Guarantee, the Notes, the Coupons or of any security or other guarantee or indemnity, (5) the taking, existence or release of any security, guarantee or indemnity, (6) the failure of any Holder to exercise any right or remedy against any other Guarantor, (7) any change in the ownership of the Issuer, (8) the insolvency, winding-up, dissolution, amalgamation, reconstruction or reorganisation of the Issuer or any other person, (9) the illegality, invalidity or unenforceability of or any defect in any provision of this Guarantee, the Notes, the Coupons or any of the Issuer's obligations under any of them, or (10) any default, failure or delay, wilful or otherwise, in the performance of the Guaranteed Obligations, or any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor. The Guarantors hereby also agree that, so long as any sums are or may be owed by the Issuer in respect of the Notes or the Issuer is under any other actual or contingent obligation thereunder or in respect thereof, the Guarantors will not exercise any rights which the Guarantors may at any time have, by reason of the performance by the Guarantors of their respective obligations hereunder: (1) to claim any contribution from any other guarantor of the Issuer’s obligations under or in respect of any Note, (2) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of any Holder against the Issuer in respect of amounts paid by the Guarantors under this Guarantee in connection with the Notes and (3) to invoke any defence, privilege, right or remedy which at any time may be available to them in respect of their respective obligations hereunder, or under any other document, including, but not limited to, any right of set-off or counter claim which any of the Guarantors or the Issuer may have against the Holders. 2.3 Continuing Obligations of the Guarantors: Without prejudice to Clause 5, the obligations of each of the Guarantors under this Guarantee are and shall remain in full force and effect by way of continuing security until no sum remains payable under the Notes, the Coupons or this Guarantee. Furthermore, those obligations of the Guarantors are additional to, and not instead of, any security or other guarantee or indemnity at any time existing in favour of any person, whether from any of the Guarantors or otherwise and may be enforced without first having recourse to the Issuer, any other person, any security or any other guarantee or indemnity. Each of the Guarantors irrevocably waives all notices and demands of any kind. 2.4 Exercise of a Guarantor's Rights: So long as any sum remains payable under the Notes, the Coupons or this Guarantee, none of the Guarantors shall exercise or enforce any right, by reason of the performance of any of its obligations under this Guarantee, to be indemnified by the Issuer or to take the benefit of or enforce any security or other guarantee or indemnity. 2.5 Avoidance of Payments: The Guarantors shall, on a joint and several basis, on demand indemnify the relevant Holder, on an after tax basis, against any cost, loss, expense or liability sustained or incurred by it as a result of it being required for any reason (including any bankruptcy, insolvency, winding- up, dissolution or similar law of any jurisdiction) to refund all or part of any amount received or recovered by it in respect of any sum payable by the Issuer under the Notes or the Coupons and shall in any event pay to it on demand the amount as refunded by it. 2.6 Debts of Issuer: If any moneys become payable by the Guarantors under this Guarantee, the Issuer shall not (except in the event of the liquidation of the Issuer) so long as any such moneys remain unpaid, pay any moneys for the time being due from the Issuer to the Guarantors. --- ![Slide 2]() > **Source slide transcript** > > 5 2.7 Indemnity: As separate, independent and alternative stipulations, each Guarantor unconditionally and irrevocably agrees: (1) that any sum that, although expressed to be payable by the Issuer under the Notes or the Coupons or by the Guarantors under this Guarantee, is for any reason (whether or not now existing and whether or not now known or becoming known to the Issuer, the Guarantors or a Holder) not recoverable from such Guarantor on the basis of a guarantee shall nevertheless be recoverable from it as if it were the sole principal debtor and shall be paid by it to the Holder on demand; and (2) as a primary obligation to indemnify each Holder against any loss suffered by it as a result of any sum expressed to be payable by the Issuer under the Notes or the Coupons or by the Guarantors under this Guarantee not being paid on the date and otherwise in the manner specified in this Guarantee or in the Conditions or any payment obligation of the Issuer under the Notes or the Coupons or by the Guarantors under this Guarantee being or becoming void, voidable or unenforceable for any reason (whether or not now existing and whether or not now known or becoming known to a Holder), the amount of that loss being the amount expressed to be payable by the Issuer in respect of the relevant sum. 2.8 Limitation of Liability: The obligations of any Guarantor will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Deed of Guarantee, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance, unlawful financial assistance or fraudulent transfer. 2.9 Incorporation of Terms: Each Guarantor agrees that it will comply with and be bound by all such provisions contained in the Conditions which relate to the Guarantors. 3. PAYMENTS 3.1 Payments Free of Taxes: All payments by any Guarantor under this Guarantee shall be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within any Relevant Jurisdiction, unless such withholding or deduction is required by law. In that event, the relevant Guarantor(s) shall pay such additional amounts as will result in the receipt by the Holders of such amounts as would have been received by them had no such withholding or deduction been required, except that no such additional amounts shall be payable: (i) to, or to a third party on behalf of, a Holder who is liable to such taxes, duties, assessments or governmental charges in respect of such payment by reason of the Holder having some connection with any Relevant Jurisdiction other than the mere holding of the Note or Coupon; (ii) in respect of any demand for payment made more than 30 days after the Relevant Date except to the extent that the Holder would have been entitled to such additional amounts on making such demand on the thirtieth such day; (iii) where such deduction or withholding would not have been imposed but for the failure of the holder or any other person to comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the Relevant Jurisdiction of the holder or beneficial owner of the Notes, if and to the extent that the holder or any other person is legally entitled to do so and due and timely compliance is required by statute, by regulation of the Relevant Jurisdiction or any taxing authority therein or by an applicable income tax treaty to which the Relevant Jurisdiction is a party as a precondition to exemption from such deduction or withholding; or (iv) where such deduction or withholding is required to be made pursuant to the Dutch Withholding Tax Act 2021 (Wet bronbelasting 2021). 6 References herein to (i) “principal” shall be deemed to include any premium payable in respect of the Notes, all Final Redemption Amounts, Early Redemption Amounts, Optional Redemption Amounts, Amortised Face Amounts and all other amounts in the nature of principal payable pursuant to Condition 6 in the Conditions or any amendment or supplement to it, (ii) “interest” shall be deemed to include all Interest Amounts and all other amounts payable pursuant to Condition 5 of the Conditions or any amendment or supplement to it and (iii) “principal” and/or “interest” shall be deemed to include any additional amounts that may be payable under the Conditions. Notwithstanding any other provision herein in no event will any of the Guarantors be required to pay any additional amounts in respect of the Notes and Coupons for, or on account of, any withholding or deduction required pursuant to an agreement described in Section 1471(b) of the Code or otherwise imposed pursuant to Sections 1471 through 1474 of the Code, any regulations or agreements thereunder, or any official interpretations thereof, or any law implementing an intergovernmental approach thereto. 3.2 Payments Subject to Fiscal Laws: All payments are subject in all cases to any applicable fiscal or other laws, regulations and directives in the place of payment (whether by operation of law or agreement of the Issuer or its Agents), but without prejudice to the provisions of Clause 3.1. 3.3 Stamp Duties: Each of the Guarantors covenants to and agrees with the Holders that it shall pay promptly, and in any event before any penalty becomes payable, any stamp, documentary, registration or similar duty or tax payable in any Relevant Jurisdiction, Belgium or Luxembourg, as the case may be, or in the country of any currency in which the Notes may be denominated or amounts may be payable in respect of the Notes or any political subdivision or taxing authority thereof or therein in connection with the entry into, performance, enforcement or admissibility in evidence of this Guarantee and/or any amendment of, supplement to or waiver in respect of this Guarantee and shall indemnify each of the Holders, on an after tax basis, against any liability with respect to or resulting from any delay in paying or omission to pay any such tax. 4. AMENDMENT AND TERMINATION Without prejudice to Clause 5, a Guarantor may not amend, vary, terminate or suspend this Guarantee or its obligations hereunder unless such amendment, variation, termination or suspension (i) is not prejudicial to the interests of the Holders, (ii) is to provide for the assumption of the Issuer’s or a Guarantor’s obligations in the case of a merger or consolidation or sale of all or substantially all of the Issuer’s or such Guarantor’s assets, as applicable or (iii) shall have been approved by an Extraordinary Resolution to which the special quorum provisions specified in the Notes apply to the holders of each series of Notes outstanding, save that nothing in this Clause shall prevent a Guarantor from increasing or extending its obligations hereunder by way of supplement to this Guarantee at any time. 5. RELEASE AND ADDITION OF A GUARANTOR 5.1 The obligations of a Guarantor under this Guarantee (but not any payment obligation under the Guarantee which has already become due and payable) will be automatically and unconditionally released (and thereupon shall terminate and be discharged and be of no further force and effect) and no further action by the Issuer, any Guarantor or the Fiscal Agent shall be required for such release and discharge upon the occurrence of any of the events specified in the Upstream Guarantee (as defined below). "Upstream Guarantee" means the guarantee set out in Article X (Securities Guarantee) of the indenture dated 26 March 2026 between Maple and U.S. Bank Trust Company, National Association as amended or supplemented from time to time by one or more supplemental indentures thereto. 5.2 At any time from the date hereof, (i) prior to the Separation, any existing and future subsidiary (other than the Issuer) of KDP and (ii) immediately following the Separation, Maple and any existing and future subsidiary (other than the Issuer) of Maple, may assume the rights, duties and obligations of a 7 "Guarantor" hereunder and accede and become party to this Guarantee as a new Guarantor (a "New Guarantor") by executing a notice substantially in the form as set forth in Schedule 3 (a "Guarantor Accession Notice"). All parties hereto hereby irrevocably agree to such New Guarantor becoming a party to this Guarantee following completion and execution of the relevant Guarantor Accession Notice. 6. GENERAL 6.1 Benefit: This Guarantee shall enure for the benefit of the Holders. 6.2 Deposit of Guarantee: The Issuer and/or the Guarantors shall deposit this Guarantee with the Fiscal Agent, to be held by the Fiscal Agent until all the obligations of the Issuer and the Guarantors have been discharged in full. The Issuer and the Guarantors acknowledge the right of each Holder to the production of, and to obtain a copy of, this Guarantee. 7. GOVERNING LAW AND JURISDICTION 7.1 Governing Law: This Guarantee and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of the State of New York. 7.2 Jurisdiction: The courts of the State of New York or the courts of the States of America located in the Borough of Manhattan, The City of New York are to have jurisdiction to settle any disputes that may arise out of or in connection with this Guarantee and accordingly any legal action or proceedings arising out of or in connection with this Guarantee (“Proceedings”) may be brought in such courts. The Issuer and the Guarantors waive any objection to Proceedings in such courts whether on the ground of venue or on the ground that the Proceedings have been brought in an inconvenient forum. This Clause is for the benefit of the Issuer and the Guarantors and each of the Holders and shall not limit the right of any of them to take Proceedings in any other court of competent jurisdiction nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not). In witness whereof the Issuer and the Guarantors have caused this Guarantee to be duly executed on the date stated at the beginning. - remainder of this page intentionally left blank; signature page(s) follow(s) - 8 SIGNATURES JDE PEET’S B.V. /s/ Robbe Mertens By: Robbe Mertens Title: Treasurer --- ![Slide 3]() > **Source slide transcript** > > On behalf of: KEURIG DR PEPPER INC. 234DP AVIATION, LLC A & W CONCENTRATE COMPANY BAIBRANDS LLC BEVERAGES DELAWARE INC. DPBEVERAGES INC. DPS AMERICASBEVERAGES, LLC DPSBEVERAGES, INC. DPS HOLDINGS INC. DR PEPPER/SEVEN-UPBEVERAGE SALES COMPANY DR PEPPER/SEVEN UP MANUFACTURING COMPANY DR PEPPER/SEVEN UP, INC. MAPLE PARENT HOLDINGS CORP. MOTT'S DELAWARE LLC MOTT'S LLP NANTUCKET ALLSERVE LLC SNAPPLEBEVERAGE CORP. SPLASH TRANSPORT, INC. THE AMERICANBOTTLING COMPANY /s/ Dan Morrell By: Dan Morrell Title: Vice President and Treasurer 10 --- --- ## EX-10.2 SEC source: [kdp-ex102_20260630kdpprefe.htm](https://www.sec.gov/Archives/edgar/data/1418135/000141813526000051/kdp-ex102_20260630kdpprefe.htm) EXHIBIT 10.2 SECOND AMENDMENT TO INVESTMENT AGREEMENT July 14, 2026 Reference is made to that certain Investment Agreement, dated as of October 27, 2025 (as amended by that certain Amendment to Investment Agreement, dated as of February 23, 2026, the “Investment Agreement”), by and among Keurig Dr Pepper Inc., a Delaware corporation (the “Company”), and certain investors party thereto (the “Investors”). Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Investment Agreement. WHEREAS, pursuant to Section 8.01 of the Investment Agreement, the Investment Agreement may be amended or supplemented by written agreement of the Company and the holders of a majority of outstanding shares of Series A Preferred Stock or the holders of a majority of the allocations for such shares of Series A Preferred Stock, as applicable, which shall at all times include the KKR Investor and the Apollo Investor, so long as, with respect to the KKR Investor’s consent, the KKR Investor satisfies the 50% Beneficial Holding Requirement at such time, and with respect to the Apollo Investor’s consent, the Apollo Investor satisfies the 50% Beneficial Holding Requirement at such time; and WHEREAS, the parties hereto desire to amend certain provisions of the Investment Agreement as provided in this Amendment. NOW, THEREFORE, in consideration of the promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned parties agree as follows: 1.Amendments. Section 1.01 of the Investment Agreement is hereby amended as follows: (a)The definition of “Applicable Value Cap” set forth therein is hereby amended and restated in its entirety as follows: “Applicable Value Cap” has the meaning set forth in the Certificate of Designations; provided, that, for purposes of such definition, each reference to “Fair Market Value” shall be deemed to refer to “Series A Fair Market Value.” (b) The following definition is hereby added to Section 1.01 in appropriate alphabetical order: “Series A Fair Market Value” means, with respect to any security or other property, the fair market value of such security or other property as reasonably determined in good faith by a majority of the Board, or an authorized committee thereof, which, with respect to the Series A Preferred Stock, shall be determined by Monis, if Monis is available at such time, or Kynex, Bloomberg or other equivalent model if Monis is not available at such time. 2.Agreement and Waiver Regarding Fair Market Value. Each Investor, in its capacity as a holder of Series A Preferred Stock, upon execution of this Amendment, (a) hereby acknowledges that the parties intend that each reference to “Fair Market Value” in the Certificate of Designations be calculated in the same manner as “Series A Fair Market Value” set forth in paragraph 1(b) and (b) hereby waives, to the fullest extent permitted by applicable law, any right to enforce or assert otherwise. 3.Delivery of Written Consent. Each Investor, in its capacity as a holder of Series A Preferred Stock, shall, promptly (and in any event within five (5) Business Days) following the Company’s written request, duly execute and deliver to the Company one or more written consents, dated as of the date of delivery, approving and adopting the Certificate of Amendment to the Certificate of Designations in the form attached to such holder consent (the “Certificate of Amendment”). 4.Transferees. Each Investor agrees that it shall not Transfer any shares of Series A Preferred Stock unless, prior to or concurrently with such Transfer, the applicable transferee executes and delivers to the Company a joinder or other instrument, in form and substance reasonably acceptable to the Company, pursuant to which such transferee agrees (a) to be bound by, and to be treated as an Investor for all purposes of, this Amendment and (b) for so long as the Certificate of Amendment has not been filed and become effective and has not been abandoned, to execute and deliver written consents approving and adopting the Certificate of Amendment as and when, and on the terms, contemplated by Section 3. Each Investor shall cause any such transferee to comply with this Section 3 with respect to any subsequent Transfer. 5.Ratification. Except as expressly amended and modified under this Amendment, the terms and provisions of the Investment Agreement are hereby ratified and affirmed in their entirety. 6.Incorporation by Reference. The provisions of Section 8.01 (Amendments; Waivers), Section 8.04 (Counterparts), Section 8.06 (Governing Law; Jurisdiction), Section 8.07 (Specific Enforcement), Section 8.08 (Waiver of Jury Trial) and Section 8.10 (Severability) of the Investment Agreement shall be deemed incorporated herein by reference and shall apply to this Amendment mutatis mutandis. 7.Further Assurances. Each party hereto shall, from time to time on and after the date hereof, at the reasonable request of any other party and without further consideration, execute and deliver, or cause to be executed and delivered, such further instruments and documents, and take, or cause to be taken, such further actions, as may be reasonably necessary or appropriate to carry out and give effect to the intent and purposes of this Amendment. [Signature page follows] -2- IN WITNESS WHEREOF, this Amendment has been executed as of the date first written above. KEURIG DR PEPPER INC.: By:/s/ Dan Morrell Title: Vice President and Treasurer [Signature Page to Second Amendment] IN WITNESS WHEREOF, this Amendment has been executed as of the date first written above. INVESTOR: [NAME] By: Name: Title: [Investor Signature Pages on File with the Company] --- ## EX-22.1 LIST OF GUARANTOR SUBSIDIARIES SEC source: [kdp-ex221_20260630guaranto.htm](https://www.sec.gov/Archives/edgar/data/1418135/000141813526000051/kdp-ex221_20260630guaranto.htm) Exhibit 22.1 Guarantor Subsidiaries of Keurig Dr Pepper Inc. As of June 30, 2026 The following subsidiaries of Keurig Dr Pepper Inc. (the "Company") were guarantors of the Company's senior unsecured notes as of June 30, 2026: | Name of Guarantor Subsidiary | Jurisdiction of Formation | | --- | --- | | 234DP Aviation, LLC | Delaware | | A&W Concentrate Company | Delaware | | Bai Brands LLC | New Jersey | | Beverages Delaware Inc. | Delaware | | DP Beverages Inc. | Delaware | | DPS Americas Beverages, LLC | Delaware | | DPS Beverages, Inc. | Delaware | | DPS Holdings Inc. | Delaware | | Dr Pepper/Seven Up Beverage Sales Company | Texas | | Dr Pepper/Seven Up Manufacturing Company | Delaware | | Dr Pepper/Seven Up, Inc. | Delaware | | Maple Parent Holdings Corp. | Delaware | | Mott's Delaware LLC | Delaware | | Mott's LLP | Delaware | | Nantucket Allserve, LLC | Delaware | | Snapple Beverage Corp. | Delaware | | Splash Transport, Inc. | Delaware | | The American Bottling Company | Delaware | | JDEP Coffee B.V. | Netherlands | --- ## EX-31.1 SEC source: [kdp-ex311_20260630.htm](https://www.sec.gov/Archives/edgar/data/1418135/000141813526000051/kdp-ex311_20260630.htm) Exhibit 31.1 Principal Executive Officer's Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Timothy Cofer, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Keurig Dr Pepper Inc.; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: August 10, 2026 /s/ Timothy Cofer Timothy Cofer Chief Executive Officer --- ## EX-31.2 SEC source: [kdp-ex312_20260630.htm](https://www.sec.gov/Archives/edgar/data/1418135/000141813526000051/kdp-ex312_20260630.htm) Exhibit 31.2 Principal Financial Officer's Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Anthony DiSilvestro, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Keurig Dr Pepper Inc.; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: August 10, 2026 /s/ Anthony DiSilvestro Anthony DiSilvestro Chief Financial Officer --- ## EX-32.1 SEC source: [kdp-ex321_20260630.htm](https://www.sec.gov/Archives/edgar/data/1418135/000141813526000051/kdp-ex321_20260630.htm) Exhibit 32.1 Certification Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 of the Sarbanes-Oxley Act of 2002 I, Timothy Cofer, Chief Executive Officer of Keurig Dr Pepper Inc. (the “Company”), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge: (1) the Quarterly Report on Form 10-Q of the Company for the second quarterly period ended June 30, 2026, as filed with the Securities and Exchange Commission (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: August 10, 2026 /s/ Timothy Cofer Timothy Cofer Chief Executive Officer --- ## EX-32.2 SEC source: [kdp-ex322_20260630.htm](https://www.sec.gov/Archives/edgar/data/1418135/000141813526000051/kdp-ex322_20260630.htm) Exhibit 32.2 Certification Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 of the Sarbanes-Oxley Act of 2002 I, Anthony DiSilvestro, Chief Financial Officer of Keurig Dr Pepper Inc. (the "Company"), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge: (1) the Quarterly Report on Form 10-Q of the Company for the second quarterly period ended June 30, 2026, as filed with the Securities and Exchange Commission (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: August 10, 2026 /s/ Anthony DiSilvestro Anthony DiSilvestro Chief Financial Officer