Waiver of Rights in relation to outstanding Perpetual Capital Securities

On 27 October 2015, Standard & Poor's Ratings Services (“S&P”) revised the equity content it originally assigned to a number of corporate hybrids including Alliander’s €500,000,000 Reset Perpetual Capital Securities issued on 27 November 2013 (the “Capital Securities”) to “minimal” (0%).

According to S&P, the hybrid capital instruments which equity content it revised contain a rating call provision that gives broader rights to the issuer thereof than S&P currently deems acceptable in order to qualify for “intermediate” (50%) equity content.

After reviewing possible courses of action and taking into account the interests of all stakeholders, Alliander has decided to waive its rating call right in relation to the Capital Securities in the Rating Event (as defined in Condition 6(e) of the terms and conditions) which has prompted S&P to revise the equity content assigned to the Capital Securities (as further detailed in a Waiver of Rights, “Afstand van Recht”).

This Waiver of Rights does not in any way alter or affect Alliander’s right to call the Capital Securities under the terms and conditions, including, without limitation, upon the occurrence of any of the other Rating Events specified in sub-clauses (i) and (ii) of Condition 6(e) of the terms and conditions.

Alliander expects S&P to reverse the revision of the Capital Securities and restore the “intermediate” (50%) equity content as a result.

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