Bond DexiaCorp 0% ( XS2003512824 ) in EUR

DexiaCorp

100 % ▲

France

XS2003512824 ( in EUR )

29/05/2024 - Bond has expired

Prospectus brochure of the bond Dexia S.A XS2003512824 in EUR 0%, expired

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 XS2003512824, pays a coupon of 0% per year.
The coupons are paid 1 time per year and the Bond maturity is 29/05/2024

DEXIA CRÉDIT LOCAL
(a société anonyme established under the laws of the Republic of France)
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, France and Luxembourg
_____________________________________
Under the EUR 45,000,000,000 Guaranteed Euro Medium Term Note Programme (the "Programme") described in this Information Memorandum, Dexia Crédit
Local (the "Issuer" or "DCL"), 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, France and Luxembourg (each a "Guarantor" and together the "Guarantors") will guarantee, severally and not jointly, each to the extent
of its quota indicated in Clause 3 of the Independent on-demand guarantee dated 24 January 2013 (as amended, supplemented and/or restated from time to time,
(the "Guarantee"), payments of principal and interest due with respect to the Notes to the extent that they constitute Guaranteed Obligations as described under
the Guarantee. For further information, see the section entitled "The Guarantee" in this Information Memorandum. The Issuer will, subject to certain exceptions,
pay additional amounts in respect of any French taxes withheld. No additional amounts will be payable by the Guarantors if any payments in respect of any Note
or the 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), 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 29 June 2017 and all supplements thereto.
This Information Memorandum does not constitute a prospectus for the purposes of Directive 2003/71/EC, as amended, and may be used only for the purpose for
which it is published.
Application has been made to the Luxembourg Stock Exchange for the Notes issued under the Programme to be admitted to the official list of the Luxembourg
Stock Exchange (the "Official List") and to be admitted to trading on the regulated market of the Luxembourg Stock Exchange (the "Regulated Market"). This
Information Memorandum constitutes a "Base Prospectus" and any Pricing Supplement hereto will constitute a "Final Terms" each for the purposes of
Luxembourg law of 10 July 2005 on the Prospectus for Securities as amended.
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
0073457-0000090 PA:21210630.7

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 Limited ("Fitch"), (P)Aa3 by Moody's France SAS ("Moody's") and AA for long-term debt by Standard &
Poor's Credit Market Services France S.A.S. ("S&P"). Each of Fitch, Moody's and S&P is established in the European Union and is registered under Regulation
(EC) No. 1060/2009 (as amended) (the "CRA Regulation"). Each of Fitch, Moody's and S&P 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 CRA Regulation. 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 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.
Dealers
Barclays
Goldman Sachs International
BofA Merrill Lynch
HSBC
Citigroup
J.P. Morgan
Commerzbank
Morgan Stanley
Crédit Agricole CIB
Natixis
Crédit Suisse
NatWest Markets
Deutsche Bank
Nomura
Dexia Crédit Local
Société Générale Corporate & Investment Banking

Arranger for the Programme
Goldman Sachs International
The date of this Information Memorandum is 25 June 2018.
0073457-0000090 PA:21210630.7
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 or the Issuer and its
subsidiaries and affiliates taken as a whole (the "DCL Group") 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 or the DCL Group 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 (other than DCL in its capacity as Dealer) 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 (other than DCL in its
capacity as 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.
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 (other than DCL in its capacity as Dealer) 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 and Japan (see the
section entitled "Subscription and Sale" below).
THE NOTES AND THE GUARANTEE HAVE NOT BEEN AND WILL NOT 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
0073457-0000090 PA:21210630.7
(i)

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).
NOTICE TO INVESTORS--BAIL-IN
Notwithstanding and to the exclusion of any other term of the Notes or any other agreements, arrangements,
or understanding between the Issuer and any holder of Notes, by its acquisition of the Notes, each holder
acknowledges, accepts, consents and agrees to be bound by:
a)
the effect of the exercise of Bail-in Powers by the Relevant Resolution Authority that may include and
result in any of the following, or some combination thereof:
i)
the reduction of all, or a portion, of the principal amount of, or interest (if any) on, the
Notes;
ii)
the conversion of all, or a portion, of the principal amount of, or interest (if any) on,
the Notes into shares, other securities or other obligations of the Issuer or another person, and
the issue to or conferral on the holder of the Notes of such shares, securities or obligations;
iii)
the cancellation of the Notes; and/or
iv)
the amendment or alteration of any interest, if applicable, thereon, the maturity or the
dates on which any payments are due, including by suspending payment for a temporary
period; and
b)
the variation of the terms of the Notes, as deemed necessary by the Relevant Resolution Authority, to
give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority.
For these purposes:
"Bail-in Power" is any write-down, conversion, transfer, modification or suspension power existing from
time to time under any laws, regulations, rules or requirements in effect in France relating to the transposition
of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and
investment firms (the "BRRD") as amended from time to time including without limitation pursuant to French
decree-law No. 2015-1024 dated 20 August 2015 (Ordonnance portant diverses dispositions d'adaptation de
la legislation au droit de l'Union européenne en matière financière) (as amended from time to time, the "20
August 2015 Decree Law"), Regulation (EU) No 806/2014 of the European Parliament and of the Council of
15 July 2014 establishing uniform rules and a uniform procedure for the resolution of credit institutions and
certain investment firms in the framework of a Single Resolution Mechanism and a Single Resolution Fund
and amending Regulation (EU) No 1093/2010 (as amended from time to time, the "Single Resolution
Mechanism Regulation"), or otherwise arising under French law, and in each case the instructions, rules and
standards created thereunder, pursuant to which the obligations of a Regulated Entity (as defined below) (or
an affiliate of such Regulated Entity) can be reduced (in part or whole), cancelled, suspended, transferred,
varied or otherwise modified in any way, or securities of a Regulated Entity (or an affiliate of such Regulated
Entity) can be converted into shares, other securities, or other obligations of such Regulated Entity or any
other person, whether in connection with the implementation of a bail-in tool following placement in
resolution or otherwise.
A reference to a "Regulated Entity" is any entity referred to in Section 1 of Article L.613-34 of the French
Code monétaire et financier as modified by the 20 August 2015 Decree Law, which includes certain credit
institutions, investment firms, and certain of their parent or holding companies established in France.
A reference to the "Relevant Resolution Authority" is to the Autorité de contrôle prudential et de resolution
(the "ACPR"), the Single Resolution Board established pursuant to the Single Resolution Mechanism
Regulation, and/or any other authority entitled to exercise or participate in the exercise of any Bail-in Powers
from time to time (including the Council of the European Union and the European Commission when acting
pursuant to Article 18 of the Single Resolution Mechanism Regulation).
Despite the foregoing, the States would remain liable to perform their obligations under the Guarantee
notwithstanding any write-down or conversion to equity of the Notes following an application of any Bail-in
Power under the BRRD. Please see the risk factor entitled "The Notes may be subject to write-down or
conversion to equity in the context of a resolution procedure applicable to the Issuer".
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(ii)

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.
MIFID II ARTICLE 41(4) OF THE DELEGATED REGULATION
Differences between the Notes and bank deposits - The Notes do not constitute bank deposits and do not
benefit from any protection provided pursuant to Directive 2014/49/EU of the European Parliament and of the
Council on deposit guarantee schemes or any national implementing measures implementing this Directive in
France. In addition, an investment in the Notes may give rise to yields and risks that differ from a bank
deposit. For example, the Notes are expected to have greater liquidity than a bank deposit since bank deposits
are generally not transferable. However, the Notes may have no established trading market when issued, and
one may never develop. Further, as a result of the implementation of the BRRD, holders of the Notes may be
subject to write-down or conversion into equity on any application of the general bail-in tool and non-viability
loss absorption, however, the States would remain liable to perform their obligations under the Guarantee
notwithstanding any write-down or conversion to equity of the Notes following an application of the bail-in
tool under the BRRD. Please see the risk factor entitled "The Notes may be subject to write-down or
conversion to equity in the context of a resolution procedure applicable to the Issuer".
BENCHMARKS
Amounts payable under the Floating Rate Notes may be calculated by reference to EURIBOR or LIBOR
which are respectively provided by the European Money Markets Institute ("EMMI") and ICE Benchmark
Administration Limited ("ICE"). As at the date of this Prospectus, ICE appears on the register of
administrators and benchmarks established and maintained by the European Securities and Markets Authority
pursuant to Article 36 of the Benchmark Regulation (Regulation (EU) 2016/1011) (the "Benchmark
Regulation"). EMMI does not appear on such register as at the date of this Information Memorandum. As
far as the Issuer is aware, the transitional provisions in Article 51 of the Benchmark Regulation apply, such
that EMMI and ICE are not currently required to obtain authorisation or registration.
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the Stabilising
Manager(s) in the applicable Pricing Supplement (the "Stabilising Manager(s)") (or persons acting on behalf
of any Stabilising 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 Stabilising Manager(s) (or person(s) acting on behalf of any
Stabilising Manager(s)) in accordance with applicable laws and regulations.
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 of the European Union
which was introduced on 1 January 1999.
0073457-0000090 PA:21210630.7
(iii)

References to "Dexia" are to Dexia SA; references to the "Dexia Group" and the "Group" are to Dexia SA and
its consolidated subsidiaries; references to "DCL" are to Dexia Crédit Local; references to the "Issuer" are to
Dexia Crédit Local; references to "us", "we", or "our" are references to the Issuer; references to "DCL Group"
are references to the Issuer and its subsidiaries and affiliates taken as a whole.
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.
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.
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.
0073457-0000090 PA:21210630.7
(iv)

TABLE OF CONTENTS

OVERVIEW OF THE PROGRAMME ............................................................................................................. 6
RISK FACTORS .............................................................................................................................................. 15
DOCUMENTS INCORPORATED BY REFERENCE ................................................................................... 43
TERMS AND CONDITIONS OF THE NOTES ............................................................................................. 44
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM..................... 73
DEXIA CRÉDIT LOCAL ................................................................................................................................ 81
THE GUARANTEE ......................................................................................................................................... 93
USE OF PROCEEDS ..................................................................................................................................... 115
TAXATION ................................................................................................................................................... 116
SUBSCRIPTION AND SALE ....................................................................................................................... 124
FORM OF PRICING SUPPLEMENT ........................................................................................................... 128
GENERAL INFORMATION ........................................................................................................................ 141
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(v)

OVERVIEW OF THE PROGRAMME

Issuer
Dexia Crédit Local, a limited company (société anonyme) established
under French company law having its registered office in:

Tour CBX

La Défense 2

1, Passerelle des Reflets

92913, La Défense Cedex

France

DCL is registered as a company under the number 351804042
Nanterre (Registre du Commerce et des Sociétés).

DCL is part of the Dexia group of companies (the "Dexia Group"),
the ultimate holding company being Dexia.
Guarantors
The Kingdom of Belgium, the Republic of France and the Grand
Duchy of Luxembourg.
Guarantee
The Guarantors will severally and not jointly guarantee issues of
Notes under the Programme. For further information, see the section
entitled "The Guarantee" in this Information Memorandum. The
Notes will have the benefit of the Guarantee to the extent that the
Notes constitute "Guaranteed Obligations" as defined in Clause 1
of the Guarantee.
Description of the
Continuously offered Guaranteed Euro Medium Term Note
Programme
Programme.
Arranger
Goldman Sachs International
Dealers
Barclays Bank PLC

Citigroup Global Markets Limited

Commerzbank Aktiengesellschaft

Crédit Agricole Corporate and Investment Bank

Credit Suisse Securities (Europe) Limited

Deutsche Bank AG, London Branch

Dexia Crédit Local

Goldman Sachs International

HSBC Bank plc

J.P. Morgan Securities plc

Merrill Lynch International

Morgan Stanley & Co. International plc

Natixis

NatWest Markets Plc

Nomura International plc

Société Générale
0073457-0000090 PA:21210630.7
6

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.
Guarantee Limits
The aggregate commitment in principal of the Guarantors under the
Guarantee for all outstanding Guaranteed Obligations (including, but
not limited to, Notes issued under the Programme) 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:

(1)
Euro 85,000,000,000 for the three Guarantors in aggregate;

(2)
Euro 43,698,500,000 for the Kingdom of Belgium;

(3)
Euro 38,751,500,000 for the Republic of France; and

(4)
Euro 2,550,000,000 for the Grand Duchy of Luxembourg,

as set out in Article 3 of the Guarantee.

The aggregate principal amount of the outstanding Guaranteed
Obligations at 20 June 2018 was EUR 66.1 billion.

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 foreign currencies (i.e., Guaranteed Obligations
issued or entered into prior to such time, as well as such new
Guaranteed Obligations if denominated in foreign currencies) 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").

Any subsequent non-compliance with such limits will not affect the
rights of the Noteholders under the Guarantee with respect to Notes
issued before any such limit was exceeded.
Fiscal Agent, Listing Agent
Banque Internationale à Luxembourg, société anonyme.
and Paying Agent
0073457-0000090 PA:21210630.7
7

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
Guarantee (which, at the date of this Information Memorandum, is
ten years from the relevant Issue Date). 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 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 Programme -- Selling Restrictions"), otherwise such Tranche will
be represented by a permanent Global Note. Registered Notes will be
represented by Certificates, one Certificate being issued in respect of
each Noteholder's entire holding of Registered Notes of one Series.
Certificates representing Registered Notes that are registered in the
name of a nominee for one or more clearing systems are referred to
as "Global Certificates".

The relevant Pricing Supplement will specify whether Notes are
issued as Bearer Notes or Registered Notes.
Denominations
Notes will be issued in such denominations as may be specified in the
applicable Pricing Supplement.
Interest, Specified Interest
The relevant Pricing Supplement will specify whether or not the
Payment Dates, Interest
Notes bear interest, the method of and periods for, the calculation of
Periods and Rates of
such interest (which may differ from time to time or be constant for
Interest
any Series) and the dates on which any such interest shall be payable.
Notes may have a maximum rate of interest, a minimum rate of
interest, or both.
Fixed Interest Rate Notes
Fixed interest will be payable in arrear on the date or dates in each
year specified in the relevant Pricing Supplement.
Floating Rate Notes
Floating Rate Notes will bear interest set separately for each Series
by reference to LIBOR, EURIBOR or EUR CMS (or such other
benchmark as may be specified in the relevant Pricing Supplement)
as adjusted for any applicable margin. The relevant benchmark may
be subject to substitution as described in Condition 5 of the "Terms
and Conditions of the Notes Interest and other Calculations".
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8