The undersigned, Joel A. Vander Kooi, Vice President Treasurer, and Gary H. Pilnick, Vice Chairman, Corporate Development and Chief Legal Officer, Senior Vice President and Secretary of Kellogg Company, a Delaware corporation (the Company), do hereby certify that pursuant to the authority granted in a resolution (the Resolution) adopted by the Board of Directors of the Company on April 24, 2020; and pursuant to Section 2.3 of the Indenture, dated as of May 21, 2009 (the Indenture), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the Trustee), there is established a series of securities under the Indenture with the following terms:
1. The securities are entitled (i) the 2.100% Senior Notes due 2030 (the Notes).
2. The Notes are limited in aggregate principal amount to $500,000,000 (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.8, 2.9, 2.11 or 12.3 of the Indenture); provided the Company may, without the consent of holders of the Notes, issue additional Notes having the same ranking and the same interest rate, maturity and other terms as the Notes, which additional Notes will constitute as single series of debt securities under the Indenture.
3. The price to public of the Notes was 99.731% of the principal amount, plus accrued interest, if any, from June 1, 2020.
4. The principal amount of the Notes will mature on June 1, 2030, subject to the provisions of the Indenture relating to acceleration.
5. The Notes will bear interest from June 1, 2020 at the rate of 2.100% per annum payable on each June 1 and December 1, commencing December 1, 2020, to the holders of record of the 2030 Notes on the May 15 or November 15, as the case may be, immediately preceding such June 1 and December 1. Interest will be computed on the basis of a 360 day year of twelve 30-day months.
6. The words execution, signed, signature, and words of like import in the Indenture shall include images of manually executed signatures transmitted by facsimile, email or other electronic format (including, without limitation, pdf, tif or jpg) and other electronic signatures (including without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code. Without limitation to the foregoing, and anything in the Indenture to the