Bond DexiaCorp 0.135% ( XS1501564758 ) in EUR

Issuer DexiaCorp
Market price 100 %  ⇌ 
Country  France
ISIN code  XS1501564758 ( in EUR )
Interest rate 0.135% per year ( payment 1 time a year)
Maturity 10/10/2024 - Bond has expired



Prospectus brochure of the bond Dexia S.A XS1501564758 in EUR 0.135%, expired


Minimal amount /
Total amount /
Detailed description Dexia S.A. was a Belgian-French multinational banking group that collapsed in 2011 following a period of significant financial difficulties and government intervention.

The Bond issued by DexiaCorp ( France ) , in EUR, with the ISIN code XS1501564758, pays a coupon of 0.135% per year.
The coupons are paid 1 time per year and the Bond maturity is 10/10/2024









DEXIA
(formerly Dexia Crédit Local)
(a limited liability company (société anonyme) established under French law)
Euro 45,000,000,000 Guaranteed Euro Medium Term Note Programme
benefitting from an unconditional and irrevocable first demand guarantee
by the States of Belgium and France

Under the EUR 45,000,000,000 Guaranteed Euro Medium Term Note Programme (the "Programme") described in this Information Memorandum, Dexia (the "Issuer",
subject to compliance with all relevant laws, regulations and directives, may from time to time issue guaranteed Euro Medium Term Notes (the "Notes").
The States of Belgium and France (each a "Guarantor" and together the "Guarantors") will guarantee, severally but not jointly, each to the extent of its quota indicated in
Clause 3 of the Independent On-Demand Guarantee dated 6 December 2021 (as amended, supplemented and/or restated from time to time the "Bi-Guarantor Guarantee")
and subject to the limitations set forth in Clause 3 thereof, payments of principal, interest and incidental amounts due with respect to Notes issued on or after 1 January 2022.
The Bi-Guarantor Guarantee supersedes the Independent On-Demand Guarantee dated 24 January 2013 (as amended, supplemented and/or varied from time to time) given
by the Kingdom of Belgium, the Republic of France and the Grand Duchy of Luxembourg (the "Tri-Guarantor Guarantee") in respect of Notes issued on or after 1 January
2022. The aggregate principal amount payable for all obligations (including the Notes) issued by the Issuer and benefitting from either the Tri-Guarantor Guarantee or the Bi-
Guarantor Guarantee at any time (the obligations issued by the Issuer and benefitting from the Tri-Guarantor Guarantee or the Bi-Guarantor Guarantee, as the case may be,
being the "Guaranteed Obligations") is currently capped at EUR 72,000,000,000 by virtue of the Bi-Guarantor Guarantee. The Grand Duchy of Luxembourg is not a
guarantor under the Bi-Guarantor Guarantee. For further information on the Bi-Guarantor Guarantee, see the section entitled "The Bi-Guarantor Guarantee" in this Information
Memorandum.
Only Notes benefitting from the Bi-Guarantor Guarantee may be issued under this Programme on or after the date of this Information Memorandum.
The Issuer will, subject to certain exceptions, pay additional amounts in respect of any French taxes required to be withheld. No additional amounts will be payable by the
Guarantors if any payments in respect of any Note or Bi-Guarantor Guarantee become subject to deduction or withholding in respect of any taxes or duties whatsoever. The
Issuer may, and in certain circumstances shall, redeem all, but not some only of, the Notes if certain French taxes are imposed or, if the Pricing Supplement issued in respect
of any Series so provides, in the circumstances set out in such Pricing Supplement. See "Terms and Conditions of the Notes -- Taxation" and "Terms and Conditions of the
Notes -- Redemption, Purchase and Options".
The aggregate nominal amount of Notes outstanding will not at any time exceed Euro 45,000,000,000 (or its equivalent in other currencies).
The Notes may (i) be issued or redeemed at their nominal amount or at a premium over or discount to their nominal amount; (ii) bear interest on a fixed or floating rate or not
bear interest and (iii) be paid in a currency or currencies other than the original currency of issue.
Notes will be issued on a continuous basis in series (each a "Series") having one or more issue dates and the same maturity date, bearing interest (if any) on the same basis
and at the same rate (except in respect of the first payment of interest) and on terms otherwise identical (or identical other than in respect of the first payment of interest, the
issue date, the issue price and the nominal amount), to the Notes of each Series being intended to be consolidated as regards their financial service with all other Notes of that
Series. Each Series may be issued in tranches ("Tranches") on different issue dates. The specific terms of each Series of Notes (which will be supplemented where necessary
with supplemental terms and conditions) will be determined at the time of the offering of each Series based on the then prevailing market conditions and will be set forth in
the relevant Pricing Supplement (as defined herein).
This Information Memorandum supersedes and replaces the Information Memorandum dated 31 July 2023 and all supplements thereto.
This Information Memorandum does not constitute a prospectus for the purposes of Regulation (EU) 2017/1129, (the "Prospectus Regulation "), and may be used only for
the purpose for which it is published.
Application has been made to the Luxembourg Stock Exchange to approve this Information Memorandum as an alleviated prospectus (prospectus allégé) for the purposes of
Part III of the Luxembourg act of 16 July 2019 on prospectuses for securities, implementing the Prospectus Regulation (the "Prospectus Act 2019"). Application has also
been made for one or more series of Notes issued under the Programme during a period of 12 months from the date of this Information Memorandum to be listed on the
official list of the Luxembourg Stock Exchange and admitted to trading on the regulated market of the Luxembourg Stock Exchange. This Information Memorandum
constitutes a "Base Prospectus" and any Pricing Supplement hereto will constitute a "Final Terms" each for the purposes of the Prospectus Act 2019.
Application may in the future be made, in certain circumstances, to list Notes on such other or further stock exchanges as may be agreed between the Issuer and the relevant
Dealer. The Regulated Market is a regulated market for the purposes of Directive 2014/65/EU of the European Parliament and of the Council on markets in financial
instalments, as amended, appearing on the list of regulated markets published by the European Securities and Markets Authority (each such market being an "EEA Regulated
Market"). Unlisted Notes may also be issued pursuant to the Programme. The relevant Pricing Supplement in respect of the issue of any Notes will specify whether or not
such Notes will be listed and, if so, the relevant stock exchange(s).
Notes of each Tranche of each Series to be issued in bearer form ("Bearer Notes") will initially be represented by a temporary global Note (each a "temporary Global Note")
or by a permanent global Note (each a "permanent Global Note" and, together with the temporary Global Note, the "Global Notes"), in either case in bearer form, without
interest coupons which may be (a) in the case of a Tranche intended to be cleared through Euroclear Bank SA/NV ("Euroclear") and/or Clearstream Banking, S.A.
("Clearstream") (x) if the Global Notes are stated in the applicable Pricing Supplement to be issued in new global note ("NGN") form which are intended to be eligible
collateral for Eurosystem monetary policy, delivered on or prior to the original issue date of the Tranche to a common safekeeper (the "Common Safekeeper") for Euroclear
and Clearstream; or (y) in the case of Global Notes which are not issued in NGN form ("Classic Global Notes" or "CGNs"), deposited on the issue date with a common
depositary on behalf of Euroclear and Clearstream (the "Common Depositary"), (b) in the case of a Tranche intended to be cleared through Euroclear France, deposited on
the issue date with Euroclear France acting as central depositary and (c) in the case of a Tranche intended to be cleared through a clearing system other than or in addition to
Euroclear, Clearstream and Euroclear France or delivered outside a clearing system, deposited on the relevant issue date as agreed between the Issuer and the relevant Dealer.
Notes of each Tranche of each Series to be issued in registered form ("Registered Notes") will initially be represented by a permanent registered global certificate (each a
"Global Certificate"), without interest coupons, which may (a) in the case of a Tranche intended to be cleared through Euroclear and/or Clearstream (x) if the Global
Certificate is held under the New Safekeeping Structure (the "NSS"), be deposited on or prior to the issue date with the Common Safekeeper; or (y) if the Global Certificate
is not held under the NSS, be deposited on the issue date with a common depositary on behalf of Euroclear and Clearstream and (b) in the case of a Tranche intended to be
cleared through a clearing system other than or in addition to Euroclear, Clearstream or delivered outside a clearing system, as agreed between the Issuer and the relevant
Dealer. The provisions governing the exchange of interests in the Global Notes for other Global Notes and definitive Notes and the exchange of interests in each Global
Certificate for individual certificates ("Individual Certificates" and, together with any Global Certificates, the "Certificates") are described in "Summary of Provisions relating
to the Notes while in Global Form".
The Programme has been rated AA- by Fitch Ratings Ireland Limited ("Fitch"), (P)Aa3 by Moody's France SAS ("Moody's") and AA- for long-term debt by S&P Global
Ratings Europe Limited ("S&P"). Each of Fitch, Moody's and S&P is established in the European Union and registered under Regulation (EC) No. 1060/2009 (as amended)
(the "EU CRA Regulation") and is included in the list of registered credit rating agencies published by the European Securities and Markets Authority on its website in
accordance with the EU CRA Regulation.
S&P Global Ratings UK Limited endorses credit ratings issued by S&P, Fitch Ratings Ltd endorses credit ratings issued by Fitch and Moody's Investor Services Limited
endorses credit ratings issued by Moody's. Each of S&P Global Ratings UK Limited, Moody's Investor Services Limited and Fitch Ratings Ltd is established in the UK and
registered under Regulation (EU) No. 1060/2009 (as amended) as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA")
(the "UK CRA Regulation") and is included in the list of credit rating agencies published by the Financial Conduct Authority (the "FCA") on its website in accordance with
the UK CRA Regulation. There can be no assurance that S&P Global Ratings UK Limited, Moody's Investor Services Limited or Fitch Ratings Ltd will continue to endorse
credit ratings issued by S&P, Moody's or Fitch, respectively.
Notes issued pursuant to the Programme may be unrated. The relevant Pricing Supplement will specify whether or not such credit ratings are issued by a credit rating agency
established in the European Union and registered under the EU CRA Regulation and whether such credit rating agency is endorsed by a credit rating agency established in
the UK and registered under the UK CRA Regulation. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal
at any time by the assigning rating agency.
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this Information Memorandum.

i





Dealers
Barclays
HSBC
BNP Paribas
J.P. Morgan
BofA Securities
Morgan Stanley
Citigroup
Natixis
Commerzbank
NatWest Markets
Crédit Agricole CIB
Nomura
Deutsche Bank
Société Générale Corporate & Investment Banking
Goldman Sachs Bank Europe SE






Arranger for the Programme
Goldman Sachs Bank Europe SE

The date of this Information Memorandum is 19 July 2024.

ii





In relation to each separate issue of Notes, the Pricing Supplement, including the final offer price and the
amount of such Notes will be determined by the Issuer and the relevant Dealers in accordance with
prevailing market conditions at the time of the issue of the Notes and will be set out in the relevant Pricing
Supplement, substantially in the form of the pro forma Pricing Supplement set out in this Information
Memorandum.
No person has been authorised to give any information or to make any representation other than those
contained in this Information Memorandum in connection with the issue or sale of the Notes and, if given
or made, such information or representation must not be relied upon as having been authorised by the
Issuer, the Arranger or any of the Dealers (each as defined in "Overview of the Programme"). Neither
the delivery of this Information Memorandum nor any sale made in connection herewith shall, under any
circumstances, create any implication that there has been no change in the affairs of the Issuer since the
date hereof or the date upon which this Information Memorandum has been most recently amended or
supplemented or that there has been no adverse change in the financial position of the Issuer since the
date hereof or the date upon which this Information Memorandum has been most recently amended or
supplemented or that any other information supplied in connection with the Programme is correct as of
any time subsequent to the date on which it is supplied or, if different, the date indicated in the document
containing the same.
To the fullest extent permitted by law, none of the Dealers or the Arranger accept any responsibility for
the contents of this Information Memorandum, or for any other statement, made or purported to be made
by the Arranger or a Dealer or on its behalf in connection with the Issuer or the issue and offering of the
Notes or for any act or omission of the Issuer or any other person in connection with the issue and offering
of the Notes. The Arranger and each Dealer accordingly disclaims all and any liability whether arising
in tort or contract or otherwise (save as referred to above) which it might otherwise have in respect of
this Information Memorandum or any such statement. This Information Memorandum is not intended
to provide the basis of any credit or other evaluation and should not be considered as a recommendation
by any of the Issuer, the Arranger, any Guarantor or any of the Dealers that any recipient of this
Information Memorandum should purchase the Notes.
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the
Stabilisation Manager(s) in the applicable Pricing Supplement (the "Stabilisation Manager(s)") (or
persons acting on behalf of any Stabilisation Manager(s)) may over-allot Notes or effect transactions
with a view to supporting the market price of the Notes at a level higher than that which might otherwise
prevail. However, stabilisation may not necessarily occur. Any stabilisation action may begin on or
after the date on which adequate public disclosure of the terms of the offer of the relevant Tranche of
Notes is made and, if begun, may cease at any time, but such action must end no later than the earlier of
30 days after the issue date of the relevant Tranche of Notes and 60 days after the date of the allotment
of the relevant Tranche. Any stabilisation action or over-allotment must be conducted by the relevant
Stabilisation Manager(s) (or person(s) acting on behalf of any Stabilisation Manager(s)) in accordance
with applicable laws and regulations.
Each potential purchaser of Notes should determine for itself the relevance of the information contained
in this Information Memorandum and its purchase of Notes should be based upon such investigation as
it deems necessary. None of the Dealers or the Arranger undertakes to review the financial condition or
affairs of the Issuer or the Guarantors during the life of the arrangements contemplated by this
Information Memorandum nor to advise any investor or potential investor in the Notes of any information
coming to the attention of any of the Dealers or the Arranger.
This Information Memorandum does not constitute, and may not be used in connection with, an offer of,
or an invitation to any person to whom it is unlawful to make such offer or invitation by or on behalf of
the Issuer or the Dealers to subscribe for, or purchase, any Notes.
The distribution of this Information Memorandum and the offering or sale of the Notes in certain
jurisdictions may be restricted by law. Persons into whose possession this Information Memorandum
comes are required by the Issuer, the Guarantors, the Arrangers and the Dealers to inform themselves
about and to observe any such restrictions. In particular, there are restrictions on the distribution of this
Information Memorandum and the offer or sale of the Notes in the United States, the United Kingdom,
France, Belgium, Switzerland and Japan (see the section entitled "Subscription and Sale" below).
3




Each potential investor in the Notes must determine the suitability of that investment in light of its
own circumstances. In particular, each potential investor should:
(i)
have sufficient knowledge and experience to make a meaningful evaluation of the relevant
Notes, the merits and risks of investing in the relevant Notes and the information contained
(or incorporated by reference) in this Information Memorandum;
(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of
its particular financial situation, an investment in the relevant Notes and the impact such
investment will have on its overall investment portfolio;
(iii)
have sufficient financial resources and liquidity to bear all of the risks of an investment in
the Notes, such as instances where the currency for principal or interest payments is
different from the currency in which such potential investor's financial activities are
principally denominated;
(iv)
understand thoroughly the terms of the relevant Notes issued under the Programme and be
familiar with the behaviour of any relevant indices and financial markets; and
(v)
be able to evaluate (either alone or with the help of a financial advisor) possible scenarios
for economic, interest rate and other factors that may affect its investment and its ability to
bear the applicable risks.
The Notes are complex financial instruments and such instruments may be purchased as a way to reduce
risk or enhance yield with an understood, measured and appropriate addition of risk to their overall
portfolios. A potential investor should not invest in Notes, which are complex financial instruments,
unless it has the expertise (either alone or with the assistance of a financial adviser) to evaluate how the
Notes will perform under changing conditions, the resulting effects on the value of such Notes and the
impact this investment will have on the overall investment portfolio of the potential investor. None of
the Arranger, the Dealers or the Issuer makes any representation to any investor in the Notes regarding
the legality of its investment under any applicable laws.
NEITHER THE NOTES NOR THE BI-GUARANTOR GUARANTEE HAVE BEEN OR WILL BE
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY
STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND THE NOTES MAY
INCLUDE BEARER NOTES THAT ARE SUBJECT TO U.S. TAX LAW REQUIREMENTS.
SUBJECT TO CERTAIN EXCEPTIONS, THE NOTES MAY NOT BE OFFERED OR SOLD OR, IN
THE CASE OF BEARER NOTES, DELIVERED WITHIN THE UNITED STATES OR TO, OR FOR
THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER
THE SECURITIES ACT ("REGULATION S") OR, IN THE CASE OF MATERIALISED NOTES IN
BEARER FORM, THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED).
4




MIFID II PRODUCT GOVERNANCE / TARGET MARKET
The Pricing Supplement in respect of any Notes may include a legend entitled "MiFID II Product
Governance", which will outline the target market assessment in respect of the Notes and which channels
for distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending
the Notes (a "Distributor") should take into consideration the target market assessment; however, a
Distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect
of the Notes (by either adopting or refining the target market assessment) and determining appropriate
distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the Product
Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules"),
any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither
the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose
of the MiFID Product Governance Rules.
UK MIFIR PRODUCT GOVERNANCE / TARGET MARKET
The Pricing Supplement in respect of any Notes may include a legend entitled "UK MIFIR Product
Governance", which will outline the target market assessment in respect of the Notes and which channels
for distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending
the Notes (a "UK Distributor") should take into consideration the target market assessment; however, a
UK Distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook
(the "UK MIFIR Product Governance Rules") is responsible for undertaking its own target market
assessment in respect of the Notes (by either adopting or refining the target market assessment) and
determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the requirements
of 3.2.7R of the UK MiFIR Product Governance Rules, any Dealer subscribing for any Notes is a
manufacturer in respect of such Notes, but otherwise neither the Arranger nor the Dealers nor any of
their respective affiliates will be a manufacturer for the purpose of the UK MiFIR Product Governance
Rules.
BENCHMARKS
Amounts payable under the Floating Rate Notes may be calculated by reference to certain interest
reference rate benchmarks as specified in the applicable Pricing Supplement, including, in particular the
Euro Interbank Offered Rate ("EURIBOR"), the Sterling Overnight Index Average ("SONIA"), the
Secured Overnight Funding Rate ("SOFR") or the Euro Short-Term Rate ("STR"), the administrators
of some of which may be required to be authorised and/or registered under applicable laws and
regulations from time to time. The administrators of SONIA (the Bank of England), SOFR (the Federal
Reserve Bank of New York) or STR (the European Central Bank) are not currently required to obtain
authorisation or registration under Article 36 of Regulation (EU) 2016/1011 (the "EU Benchmarks
Regulation") or Article 36 of Regulation (EU) 2016/1011 as it forms part of UK domestic law by virtue
of the EUWA (the "UK Benchmarks Regulation") and SONIA, SOFR and STR do not fall within the
scope of the EU Benchmarks Regulation or the UK Benchmarks Regulation by virtue of Article 2 of the
EU Benchmarks Regulation or the UK Benchmarks Regulation, as applicable. The administrator of
EURIBOR (European Money Markets Institute) as at the date of this Information Memorandum, appears
on the register of administrators and benchmarks established and maintained by the European Securities
and Markets Authority pursuant to Article 36 of the EU Benchmarks Regulation. The registration status
of any administrator under the EU Benchmarks Regulation or the UK Benchmark is a matter of public
record and, save where required by applicable law, the Issuer does not intend to update this Information
Memorandum to reflect any change in the registration status of the administrator.
RESPONSIBILITY STATEMENT
The Issuer accepts responsibility for the information contained in this Information Memorandum. The
Issuer declares, having taken all reasonable care to ensure that such is the case, that to the best of the
knowledge of the Issuer the information contained in this Information Memorandum is in accordance
with the facts and does not omit anything likely to affect the import of such information.
5




None of the Guarantors has either reviewed this Information Memorandum or verified the
information contained in it, and none of the Guarantors makes any representation with respect to,
or accepts any responsibility for, the contents of this Information Memorandum or any other
statement made or purported to be made on its behalf in connection with the Issuer or the issue
and offering of any Notes and or the Bi-Guarantor Guarantee relating thereto. Each of the
Guarantors accordingly disclaims all and any liability, whether arising in tort or contract or
otherwise, which it might otherwise have in respect of this Information Memorandum or any such
statement.
PRESENTATION OF CERTAIN INFORMATION
In this Information Memorandum, unless otherwise specified or the context otherwise requires,
references to "Euro", "EUR" or "" are to the single currency of the participating member states from
time to time of the European Union which was introduced on 1 January 1999.
References to "Dexia Holding" are to Dexia Holding and references to the "Dexia Group" are to Dexia
Holding and its subsidiaries from time to time, taken as a whole, and references to the "Issuer" and "us"
and "we", or "our" are references to Dexia.
6




TABLE OF CONTENTS
Page
OVERVIEW OF THE PROGRAMME ................................................................................................. 8
DOCUMENTS INCORPORATED BY REFERENCE ....................................................................... 16
RISK FACTORS .................................................................................................................................. 18
TERMS AND CONDITIONS OF THE NOTES ................................................................................. 39
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ......... 78
THE ISSUER ....................................................................................................................................... 85
THE BI-GUARANTOR GUARANTEE .............................................................................................. 94
GARANTIE AUTONOME À PREMIÈRE DEMANDE..................................................................... 96
USE OF PROCEEDS ......................................................................................................................... 113
TAXATION ....................................................................................................................................... 114
SUBSCRIPTION AND SALE ........................................................................................................... 118
FORM OF PRICING SUPPLEMENT ............................................................................................... 122
GENERAL INFORMATION............................................................................................................. 135



7




OVERVIEW OF THE PROGRAMME
The following overview of the Programme does not purport to be complete and is qualified in its entirety
by the remainder of this Information Memorandum and, in relation to the terms and conditions of any
particular Tranche of Notes, the "Terms and Conditions" set out herein and in the applicable Pricing
Supplement. Words and expressions defined under "Terms and Conditions of the Notes" shall have the
same meanings in this section. This overview must be read as an introduction to this Information
Memorandum and any decision to invest in the Notes should be based on a consideration of the
Information Memorandum as a whole.
Issuer
Dexia, a limited liability company (société anonyme) established
under French company law having its registered office at:

Tour CBX
La Défense 2
1, Passerelle des Reflets
92913 La Défense Cedex
France

The Issuer is registered as a company under the number 351804042
Nanterre (Registre du Commerce et des Sociétés). The Issuer is
administered by a Board of Directors (conseil d'administration).

The Issuer is part of the Dexia Holding group (the "Dexia Group"),
the ultimate holding company being Dexia Holding. As its main
operating entity, the Issuer holds almost all of the Dexia Group's
assets.

The Issuer is the Dexia Group's main operating entity and benefits
from the Bi-Guarantor Guarantee in order to allow for the execution
of the orderly resolution plan originally submitted to the European
Commission on 14 December 2012 and approved on 28 December
2012 (the "Orderly Resolution Plan"). For more information on the
Orderly Resolution Plan, see the section of this Information
Memorandum entitled "The Issuer--Organisation structure--Orderly
Resolution Plan".

The Issuer is based primarily in France, where it previously held a
banking licence. On 4 July 2023, the Issuer filed an application for the
withdrawal of its credit institution licence and authorisations for the
provision of investment services in order to continue its orderly
resolution as a non-financial entity, which was approved by the
European Central Bank on 12 December 2023, with effect from 1
January 2024. From 1 January 2024, the Issuer has therefore been
continuing its orderly resolution as a non-financial entity under the
name "Dexia".
Guarantors
The Kingdom of Belgium and the Republic of France.
Information concerning the Guarantors is available on the following
websites:
Belgian State: https://www.belgium.be/fr
French State: https://www.budget.gouv.fr/
Each of the above website URLs is an inactive textual reference only
and none of the information on any such website is incorporated
herein by reference. Prospective purchasers should conduct their own
inquiry into the creditworthiness of the Guarantors before purchasing
any Notes.
Bi-Guarantor Guarantee
The Guarantors guarantee, severally but not jointly, each according to
the terms and to the extent of its share indicated below, the payment
8




of the Notes by the Issuer pursuant to the Independent On-Demand
Guarantee dated 6 December 2021 (the "Bi-Guarantor Guarantee").
The Bi-Guarantor Guarantee supersedes the Independent On-Demand
Guarantee dated 24 January 2013 given by the Kingdom of Belgium,
the Republic of France and the Grand Duchy of Luxembourg (the
"Tri-Guarantor Guarantee") in respect of the Notes issued under
the Programme on or after 1 January 2022. The Grand Duchy of
Luxembourg is not a guarantor under the Bi-Guarantor Guarantee.
The Bi-Guarantor Guarantee is an unconditional and irrevocable on-
demand guarantee. For further information on the Bi-Guarantor
Guarantee, see the section entitled "The Bi-Guarantor Guarantee" in
this Information Memorandum.
The Dexia Group continues to benefit from the Bi-Guarantor
Guarantee and the Tri-Guarantor Guarantee, as the case may be, for
its financing. In particular, the Issuer continues to benefit from the
Tri-Guarantor Guarantee in relation to Notes issued before 1 January
2022 and the Bi-Guarantor Guarantee in relation to Notes issued on
or after 1 January 2022. All obligations in respect of Notes issued
under the Programme will remain obligations of the Issuer.
Description of the
Continuously offered Guaranteed Euro Medium Term Note
Programme
Programme.
Arranger
Goldman Sachs Bank Europe SE
Dealers
Barclays Bank Ireland PLC

BofA Securities Europe SA
BNP Paribas

Citigroup Global Markets Europe AG

Commerzbank Aktiengesellschaft

Crédit Agricole Corporate and Investment Bank

Deutsche Bank Aktiengesellschaft

Goldman Sachs Bank Europe SE

HSBC Continental Europe

J.P. Morgan SE

Morgan Stanley Europe SE

Natixis

NatWest Markets N.V.

Nomura Financial Products Europe GmbH

Société Générale


The Issuer may from time to time terminate the appointment of any
dealer under the Programme or appoint additional dealers either in
respect of one or more Tranches or in respect of the whole
Programme. References in this Information Memorandum to
"Permanent Dealers" are to the persons listed above as Dealers and
to such additional persons which are appointed as dealers in respect
of the whole Programme (and whose appointment has not been
terminated) and to "Dealers" are to all Permanent Dealers and all
persons appointed as a dealer in respect of one or more Tranches.
Programme Limit
Up to Euro 45,000,000,000 (or the equivalent in other currencies)
aggregate nominal amount of Notes outstanding at any one time.
Where an issue of Notes is in a currency other than Euro, the
aggregate nominal amount of such Notes shall be calculated based on
the Euro equivalent value of such currency as at the relevant issue date
of such Notes.
9




Guarantee Limits
The aggregate principal amount for all obligations (including, but not
limited to the Notes issued under the Programme) issued by the Issuer
and benefiting from either the Tri-Guarantor Guarantee or the Bi-
Guarantor Guarantee ("Guaranteed Obligations") may not, at any
time, exceed the following limits, it being understood that the interest
and incidental amounts due on the principal amounts so limited are
guaranteed beyond these limits:


EUR 72,000,000,000 for the Guarantors and the Grand
Duchy of Luxembourg in aggregate and benefiting from
either the Bi-Guarantor Guarantee or the Tri-Guarantor
Guarantee, as the case may be, and excluding, for this
purpose, the principal amounts of any interbank overdraft
guaranteed by the Guarantors under the EUR 3,000,000,000
independent interbank overdrafts guarantee pursuant to the
agreement for the issuance of guarantees dated 6 December
2021 and under the independent guarantee agreement dated
9 December 2008;

EUR 38,160,000,000 for the Kingdom of Belgium; and

EUR 33,840,000,000 for the Republic of France,
as set out in Clause 3 of the Bi-Guarantor Guarantee.

The aggregate principal amount of the outstanding Guaranteed
Obligations at 16 July 2024 was EUR 32,129,333,492.
Compliance with the above-mentioned limits will be assessed upon
each new issuance of, or entry into, Guaranteed Obligations, with the
outstanding principal amount of all Guaranteed Obligations
denominated in currencies other than Euro (i.e., Guaranteed
Obligations issued or entered into prior to such time, as well as such
new Guaranteed Obligations if denominated in currencies other than
Euro) being converted into Euro at the reference rate of the date of
such new issuance of, or entry into, Guaranteed Obligations, as
published on that day by the European Central Bank (the "ECB").
Fiscal Agent, Listing Agent Banque Internationale à Luxembourg, société anonyme.
and Paying Agent

Currencies
Subject to compliance with all relevant laws, regulations and
directives, Notes may be issued in euro (EUR), U.S. dollar (USD),
Canadian dollar (CAD), pound sterling (GBP), yen (JPY) or Swiss
franc (CHF), as agreed between the Issuer and the relevant Dealers.
Maturities
Subject to compliance with all relevant laws, regulations and
directives, any maturity up to a maximum maturity as specified in the
Bi-Guarantor Guarantee (which, at the date of this Information
Memorandum, is ten years). In the case of Extendible Notes, the
Noteholder's option may provide that the Maturity Date in respect of
the Notes will be automatically extended to a maximum maturity as
specified in the Bi-Guarantor Guarantee (which, at the date of this
Information Memorandum, is ten years from the relevant Issue Date)
unless a Noteholder exercises its Non-Extension Option in respect of
any Note held by such Noteholder within the relevant Exercise Period.
Form of Notes
The Notes may be issued in bearer form ("Bearer Notes") or in
registered form ("Registered Notes"). Each Tranche of Bearer Notes
will be represented on issue by a temporary Global Note if (i)
definitive Notes are to be made available to Noteholders following the
expiry of 40 days after their issue date or (ii) such Notes are being
issued in compliance with the D Rules (as defined in "Overview of the
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