Obligation Belfius Banque SA 0% ( BE0117876210 ) en EUR

Belfius Banque SA

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Belgique

BE0117876210 ( en EUR )

28/02/2022 - Obligation échue

Prospectus brochure de l'obligation Belfius Bank S.A BE0117876210 en EUR 0%, échue

10 000 EUR

30 000 000 EUR

Belfius Bank S.A. est une banque belge offrant une gamme complète de services bancaires aux particuliers, aux entreprises et aux institutions publiques, incluant les services de détail, le financement, la gestion de fortune et les services de marché.

L'Obligation émise par Belfius Banque SA ( Belgique ) , en EUR, avec le code ISIN BE0117876210, paye un coupon de 0% par an.
Le paiement des coupons est trimestriel et la maturité de l'Obligation est le 28/02/2022

BELFIUS BANK SA/NV
(incorporated with limited liability in Belgium)
Euro 10,000,000,000
Euro Medium Term Note Programme
Under the Euro Medium Term Note Programme (the "Programme") described in this base prospectus (which expression shall include this base prospectus
as amended and/or supplemented from time to time and all documents incorporated by reference herein, the "Base Prospectus"), Belfius Bank SA/NV
("Belfius Bank" or the "Issuer"), subject to compliance with all relevant laws, regulations and directives, may from time to time issue Euro Medium Term
Notes that rank as senior obligations of the Issuer (the "Senior Notes") and Euro Medium Term Notes that rank as subordinated obligations of the Issuer
(the "Subordinated Notes" and together with the Senior Notes, the "Notes"). The Senior Notes may be either senior preferred notes (the "Senior Preferred
Notes") or senior non-preferred notes (the "Senior Non-Preferred Notes"). It is the intention of the Issuer that the Senior Notes shall, for supervisory
purposes, be treated as MREL/TLAC-Eligible Instruments (as defined below).
The aggregate principal amount of Notes outstanding will not at any time exceed EUR 10,000,000,000 (or the equivalent in other currencies).
This Base Prospectus has been approved as a base prospectus for the purposes of Article 8 of Regulation (EU) 2017/1129 (the "Prospectus Regulation")
on 5 May 2021 by the Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity as competent authority under the Prospectus Regulation
and the Luxembourg law of 16 July 2019 on prospectuses for securities (loi relative aux prospectus pour valeurs mobilières), as amended (the "Luxembourg
Prospectus Law"). It contains information relating to the issue by the Issuer of Notes and must be read in conjunction with the documents incorporated by
reference herein. The CSSF has only approved this Base Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed
by the Prospectus Regulation. This approval should not be considered as an endorsement of the Issuer or of the quality of the Notes that are the subject of
this Base Prospectus. In accordance with Article 6(4) of the Luxembourg Prospectus Law, the CSSF does not make any representation as to the economic or
financial opportunity of the Notes nor as to the quality and solvency of the Issuer. Investors should make their own assessment as to the suitability of investing
in any Notes.
The CSSF has neither reviewed nor approved the information contained in this Base Prospectus in relation to any issuance of any Notes that are not 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 (the
"Market") and for which a prospectus is not required in accordance with the Prospectus Regulation.
This Base Prospectus shall be valid for a period of one year from its date of approval, being until 5 May 2022. The obligation to supplement this Base
Prospectus in the event of a significant new factor, material mistake or material inaccuracy does not apply when this Base Prospectus is no longer valid.
In relation to any Notes, this Base Prospectus must be read as a whole and together with the applicable Final Terms (as defined below). Any Notes issued
under the Programme on or after the date of this Base Prospectus are issued subject to the provisions described or incorporated by reference herein. The issue
price and amount of the relevant Notes will be determined at the time of the offering of each Tranche based on the then prevailing market conditions.
Application has also been made to the Luxembourg Stock Exchange for Notes issued under the Programme for the period of twelve months from the date of
this Base Prospectus to be listed on the official list of the Luxembourg Stock Exchange and admitted to trading on the Market. References in this Base
Prospectus to Notes being "listed" (and all related references), except where the context otherwise requires, shall mean that such Notes have been listed and
admitted to trading on the Market. The Market is a regulated market for the purposes of Directive 2014/65/EU on markets in financial instruments and
amending Directive 2002/92/EC and Directive 2011/61/EU (recast), as amended. No certainty can be given that the application for the listing of any Notes
will be granted. Furthermore, admission of the Notes to the official list and trading on the Market is not an indication of the merits of the Issuer or the Notes.
Unlisted Notes may also be issued pursuant to the Programme. The applicable Final Terms in respect of the issue of any Notes will specify whether or not
such Notes will be listed on the official list and admitted to trading on the Market (or any other stock exchange).
The Notes issued will be in dematerialised form in accordance with the Belgian Companies and Associations Code and will be represented by a book-entry
in the records of the clearing system operated by the National Bank of Belgium (the "NBB") or any successor thereto (the "Securities Settlement System").
The Programme has been rated A- in respect of Senior Preferred Notes with a maturity of one year or more, A-2 in respect of Senior Preferred Notes with a
maturity of less than one year, BBB+ in respect of Senior Non-Preferred Notes and BBB in respect of the Subordinated Notes by S&P Global Ratings Europe
Limited ("Standard & Poor's"), and A1 in respect of Senior Preferred Notes with a maturity of one year or more, Prime-1 in respect of Senior Preferred
Notes with a maturity of less than one year, Baa2 in respect of Senior Non-Preferred Notes and Baa2 in respect of the Subordinated Notes by Moody's
France SAS ("Moody's"). Each of Moody's and Standard & Poor's is established in the European Union and is included in the updated list of credit rating
agencies registered in accordance with Regulation (EC) No.1060/2009 on credit rating agencies, as amended by Regulation (EU) No 513/2011, as amended
(the "EU CRA Regulation") published on the European Securities and Markets Authority ("ESMA")'s website (https://www.esma.europa.eu/) (on or about
the date of this Base Prospectus). Tranches of Notes (as defined in "Overview of the Programme") to be issued under the Programme will be rated or unrated.
Where a Tranche of Notes is to be rated, such rating will not necessarily be the same as the ratings assigned to the Programme. Whether or not a rating in
relation to any Tranche of Notes will be treated as having been issued by a credit rating agency established in the European Union and registered under the
EU CRA Regulation will be disclosed in the applicable Final Terms. A security rating is not a recommendation to buy, sell or hold securities and may be
subject to suspension, reduction or withdrawal at any time by the assigning rating agency.
The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or any U.S. state
securities laws and, unless so registered, may not be offered or sold 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") except pursuant to an exemption from or in a transaction not subject to the registration requirements
of the Securities Act and applicable U.S. state securities laws. The Notes are not intended to be offered, sold or otherwise made available, and should not be
offered, sold or otherwise made available, in Belgium to "consumers" (consommateurs/consumenten) within the meaning of the Belgian Code of Economic
Law (Code de droit économique/Wetboek van economisch recht), as amended.
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in the Base Prospectus. This Base
Prospectus does not describe all of the risks of an investment in the Notes.
Arranger
Société Générale Corporate & Investment Banking

Dealers
Barclays
Belfius Bank
BNP PARIBAS
BofA Securities
Citigroup
Commerzbank
Crédit Agricole CIB
Credit Suisse
J.P. Morgan
Landesbank Baden-Württemberg
Morgan Stanley
NatWest Markets
Nomura
Société Générale Corporate & Investment Banking
UBS Investment Bank
UniCredit Bank
Base Prospectus dated 5 May 2021
A41202484

Important information
IMPORTANT INFORMATION
GENERAL
This Base Prospectus has been prepared on the basis that any offer of Notes in any Member State of the
European Economic Area (each, a "Relevant State") will be made pursuant to an exemption under the
Prospectus Regulation from the requirement to publish a prospectus for offers of Notes. Accordingly, any person
making or intending to make an offer in that Relevant State of Notes which are the subject of an offering
contemplated in this Base Prospectus as completed by the final terms ("Final Terms") in relation to the offer
of those Notes may only do so in circumstances in which no obligation arises for Belfius Bank or any Dealer
(as defined in "Overview of the Programme" below) to publish a prospectus pursuant to Article 3 of the
Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation, in each
case in relation to such offer. Neither Belfius Bank nor any Dealer has authorised, nor do they authorise, the
making of any offer of Notes in circumstances in which an obligation arises for Belfius Bank or any Dealer to
publish or supplement a prospectus for such offer. The expression "Prospectus Regulation" means Regulation
(EU) 2017/1129. This Base Prospectus has been prepared on the basis of Annexes 7 and 15 of Commission
Delegated Regulation (EU) 2019/980.
This Base Prospectus is to be read in conjunction with all documents which are incorporated herein by reference
(see "Documents Incorporated by Reference"). This Base Prospectus should be read and construed together
with any amendments or supplements hereto and, in relation to any Tranche of Notes, should be read and
construed together with the applicable Final Terms. Unless specifically incorporated by reference into this Base
Prospectus, information contained on websites mentioned herein does not form part of this Base Prospectus and
has not been scrutinised or approved by the CSSF.
Belfius Bank accepts responsibility for the information contained in this Base Prospectus and the Final Terms
for each Tranche of Notes issued under the Programme. To the best of the knowledge of Belfius Bank, the
information contained in this Base Prospectus is in accordance with the facts and does not omit anything likely
to affect the import of such information.
To the fullest extent permitted by law, none of the Dealers or the Arranger accept any responsibility for the
contents of this Base Prospectus or for any other statement made or purported to be made by the Arranger or a
Dealer or on its behalf in connection with Belfius Bank or the issue and offering of the Notes. The Arranger
and each Dealer accordingly disclaim all and any liability whether arising in tort or contract or otherwise (save
as referred to above) which they might otherwise have in respect of this Base Prospectus or any such statement.
Neither this Base Prospectus nor any other financial statements are intended to provide the basis of any credit
or other evaluation and should not be considered as a recommendation by any of Belfius Bank, the Arranger or
the Dealers that any recipient of this Base Prospectus or any other financial statements should purchase Notes.
Each potential purchaser of Notes should determine for itself the relevance of the information contained in this
Base Prospectus 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 Belfius Bank during the
life of the arrangements contemplated by this Base Prospectus 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.
No person is or has been authorised to give any information or to make any representation other than those
contained in this Base Prospectus 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 Belfius Bank or any of the
Dealers or the Arranger (as defined in "Overview of the Programme"). Neither the delivery of this Base
Prospectus nor any sale made in connection herewith shall, under any circumstances, create any implication
that there has been no change in the affairs of Belfius Bank since the date hereof or the date upon which this
Base Prospectus has been most recently amended or supplemented, or that there has been no adverse change in

2

Important information
the financial position of the Issuer since the date hereof or the date upon which this Base Prospectus 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.
In the case of any Notes which are to be admitted to trading on a regulated market within the European
Economic Area or offered to the public in a Member State of the European Economic Area in circumstances
which would otherwise require the publication of a prospectus under the Prospectus Regulation, the minimum
specified denomination shall be EUR 100,000 (or its equivalent in any other currency as at the date of issue of
the Notes).
This Base Prospectus contains or incorporates by reference certain statements that constitute forward-looking
statements. Such forward-looking statements may include, without limitation, statements relating to the Issuer's
business strategies, trends in its business, competition and competitive advantage, regulatory changes, and
restructuring plans. Words such as believes, expects, projects, anticipates, seeks, estimates, intends, plans or
similar expressions are intended to identify forward-looking statements but are not the exclusive means of
identifying such statements. The Issuer does not intend to update these forward-looking statements except as
may be required by applicable securities laws. By their very nature, forward-looking statements involve inherent
risks and uncertainties, both general and specific, and risks exist that predictions, forecasts, projections and
other outcomes described or implied in forward-looking statements will not be achieved. A number of important
factors could cause actual results, performance or achievements to differ materially from the plans, objectives,
expectations, estimates and intentions expressed in such forward-looking statements. These factors include:
(i) the ability to maintain sufficient liquidity and access to capital markets; (ii) market and interest rate
fluctuations; (iii) the strength of global economy in general and the strength of the economies of the countries
in which the Issuer conducts operations; (iv) the potential impact of sovereign risk, particularly in certain
European Union countries which have recently come under market pressure; (v) adverse rating actions by credit
rating agencies; (vi) the ability of counterparties to meet their obligations to the Issuer; (vi ) the effects of, and
changes in, fiscal, monetary, trade and tax policies, and currency fluctuations; (viii) the possibility of the
imposition of foreign exchange controls by government and monetary authorities; (ix) operational factors, such
as systems failure, human error, or the failure to implement procedures properly; (x) actions taken by regulators
with respect to the Issuer's business and practices in one or more of the countries in which the Issuer conducts
operations; (xi) the adverse resolution of litigation and other contingencies and (xii) the Issuer's success at
managing the risks involved in the foregoing. The foregoing list of important factors is not exclusive; when
evaluating forward-looking statements, investors should carefully consider the foregoing factors and other
uncertainties and events, as well as the other risks identified in this Base Prospectus.
This Base Prospectus contains various amounts and percentages which have been rounded and, as a result, when
those amounts and percentages are added up, they may not total.
IMPORTANT INFORMATION RELATING TO THE USE OF THIS BASE PROSPECTUS
AND OFFER OF THE NOTES GENERALLY
The distribution of this Base Prospectus and the offering or sale of the Notes in certain jurisdictions may be
restricted by law. Persons into whose possession this Base Prospectus comes are required by Belfius Bank, the
Dealers and the Arranger to inform themselves about and to observe any such restriction. For a description of
certain restrictions on offers and sales of Notes and on distribution of this Base Prospectus, see "Subscription
and Sale".
The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended
(the "Securities Act"). Subject to certain exceptions, Notes may not be offered, sold or delivered within the
United States or to U.S. persons.

3

Important information
The Notes may not be a suitable investment for all investors. Investors should make their own assessment as to
the suitability of an investment in the Notes. In particular, each potential investor may wish to consider, either
on its own or with the help of its financial and other professional advisers, whether it:
(i)
has sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and
risks of investing in the Notes and the information contained or incorporated by reference in this Base
Prospectus or any applicable supplement;
(ii) has access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular
financial situation, an investment in the Notes and the impact the Notes will have on its overall
investment portfolio;
(iii) has sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes,
including Notes where the currency for principal or interest payments is different from the potential
investor's currency;
(iv) understands thoroughly the terms of the Notes and is familiar with the behaviour of any relevant financial
markets; and
(v)
is able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic,
interest rate and other factors that may affect its investment and its ability to bear the applicable risks.
Legal investment considerations may restrict certain investments. The investment activities of certain investors
are subject to legal investment laws and regulations, or review or regulation by certain authorities. Each
potential investor should consult its legal advisers to determine whether and to what extent (i) Notes are legal
investments for it, (ii) Notes can be used as collateral for various types of borrowing and (iii) other restrictions
apply to its purchase or pledge of any Notes. Financial institutions should consult their legal advisors or the
appropriate regulators to determine the appropriate treatment of Notes under any applicable risk-based capital
or similar rules.
Any decision to invest in the Notes should be based on a consideration of the Base Prospectus as a whole by
the investors.
This Base Prospectus nor any other information supplied in connection with the issue of Notes constitutes an
offer of, or an invitation by or on behalf of Belfius Bank, the Dealers or the Arranger to subscribe for, or
purchase, any Notes.
The Notes where the Reference Rate is SONIA, SOFR or STR may only be held by, and may only be
transferred to, Eligible Investors referred to in Article 4 of the Belgian Royal Decree of 26 May 1994 holding
their Notes in an exempt securities accounts that has been opened with a financial institution that is a direct or
indirect participant in the Securities Settlement System operated by the National Bank of Belgium.
Prohibition of sales to EEA retail investors If the Final Terms in respect of any Notes include a legend
entitled "Prohibition of Sales to EEA Retail Investors", the Notes are not intended to be offered, sold or
otherwise made available to and should not be offered, sold or otherwise made available to any retail investor
in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or
more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended ("MiFID
II"); (ii) a customer within the meaning of Directive 2016/97/EU, as amended (the "Insurance Distribution
Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article
4(1) of MiFID II or (iii) not a qualified investor as defined in the Prospectus Regulation. Consequently, no key
information document required by Regulation (EU) No 1286/2014, as amended (the "PRIIPs Regulation") for
offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared
and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA
may be unlawful under the PRIIPS Regulation.

4

Important information
Prohibition of sales to UK retail investors If the Final Terms in respect of any Notes includes a legend
entitled "Prohibition of Sales to UK Retail Investors", the Notes are not intended to be offered, sold or otherwise
made available to and should not be offered, sold or otherwise made available to any retail investor in the United
Kingdom (the "UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail
client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by
virtue of the European Union (Withdrawal) Act 2018 (the "EUWA"); (ii) a customer within the meaning of the
provisions of the Financial Services and Markets Act 2000, as amended (the "FSMA 2000") and any rules or
regulations made under the FSMA 2000 to implement the Insurance Distribution Directive, where that customer
would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014
as it forms part of domestic law by virtue of the EUWA or (iii) not a qualified investor as defined in Article 2
of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA. Consequently, no key
information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of
the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available
to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making
them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
Prohibition of sales to consumers in Belgium The Notes are not intended to be offered, sold or otherwise
made available, and will not be offered, sold or otherwise made available, in Belgium to "consumers"
(consommateurs/consumenten) within the meaning of the Belgian Code of Economic Law (Code de droit
économique/Wetboek van economisch recht), as amended.
MiFID II product governance / target market The Final Terms in respect of any Notes will 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. A
distributor subject to MiFID II is, however, 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 MiFID 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 Final Terms 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 distributor should take into
consideration the target market assessment. A distributor subject to the FCA Handbook Product Intervention
and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is, however, 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 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.
Benchmark Regulation Amounts payable under the Notes may be calculated by reference to certain
reference rates. Any such reference rate may constitute a benchmark for the purposes of
Regulation (EU) 2016/1011, as amended (the "EU Benchmark Regulation"). If any such reference rate does
constitute such a benchmark, the applicable Final Terms will indicate whether or not the benchmark is provided

5

Important information
by an administrator included in the register of administrators and benchmarks established and maintained by
the European Securities and Markets Authority ("ESMA") pursuant to Article 36 of the EU Benchmark
Regulation. Not every reference rate will fall within the scope of the EU Benchmark Regulation. Transitional
provisions in the EU Benchmark Regulation may have the result that the administrator of a particular benchmark
is not required to appear in the register of administrators and benchmarks at the date of the relevant Final Terms
(or, if located outside the European Union, recognition, endorsement or equivalence). The registration status of
any administrator under the EU Benchmark Regulation is a matter of public record and, save where required
by applicable law, the Issuer does not intend to update the relevant Final Terms to reflect any change in the
registration status of the administrator.
Amounts payable under the Notes may be calculated by reference to EURIBOR, LIBOR, SONIA, STR or
SOFR, as specified in the relevant Final Terms (or such other benchmark as may be specified in the relevant
Final Terms). As at the date of this Base Prospectus, the European Money Markets Institute (as administrator
of EURIBOR) is included in ESMA's register of administrators under Article 36 of the EU Benchmark
Regulation, whereas ICE Benchmark Administration Limited (as administrator of LIBOR), is not included in
the register of administrators and benchmarks established and maintained by ESMA pursuant to Article 36 of
the EU Benchmark Regulation. As far as the Issuer is aware, the transitional provisions of Article 51 of the EU
Benchmark Regulation apply, such that ICE Benchmark Administration Limited is currently not required to
obtain recognition, endorsement or equivalence. As at the date of this Base Prospectus, ICE Benchmark
Administration Limited is included in the Financial Conduct Authority's register of administrators under Article
36 of Regulation (EU) No 2016/1011 as it forms part of domestic law by virtue of the EUWA (the "UK
Benchmark Regulation"). As at the date of this Base Prospectus, the Bank of England (as administrator of
SONIA), the European Central Bank (as administrator of STR) and the Federal Reserve Bank of New York
(as administrator of SOFR) do not appear in ESMA's register of administrators under the EU Benchmark
Regulation. As far as the Issuer is aware, SONIA, STR and SOFR do not fall within the scope of the EU
Benchmark Regulation by virtue of Article 2 of the EU Benchmark Regulation.
STABILISATION
In connection with the issue of any Tranche (as defined in the section "Overview of the Programme - Method
of Issue") of Notes, the Dealer or Dealers (if any) named as the stabilising manager(s) (the "Stabilising
Manager(s)") (or persons acting on behalf of any Stabilising Manager(s)) in the applicable Final Terms may
over-allot Notes or effect transactions with a view to supporting the market price of 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 final terms of the offer of the relevant
Tranche is made and, if begun, may cease at any time, but it must end no later than the earlier of 30 days after
the issue date of the relevant Tranche 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 Managers) in accordance with all applicable laws and rules.
CURRENCIES
In this Base Prospectus, unless otherwise specified or the context otherwise requires, references to "U.S.$" are
to the lawful currency of the United States, to "euro", "EUR" and "" are to the lawful currency of the Member
States of the European Union that have adopted or adopt the single currency in accordance with the Treaty
establishing the European Union, as amended, and to "£" are to Sterling, the lawful currency of the United
Kingdom.

6

Table of contents
TABLE OF CONTENTS
Page
IMPORTANT INFORMATION ......................................................................................................................... 2
OVERVIEW OF THE PROGRAMME .............................................................................................................. 8
RISK FACTORS ...............................................................................................................................................18
DOCUMENTS INCORPORATED BY REFERENCE .....................................................................................41
PROSPECTUS SUPPLEMENT .......................................................................................................................44
TERMS AND CONDITIONS OF THE NOTES ..............................................................................................45
CLEARING .....................................................................................................................................................100
USE OF PROCEEDS ......................................................................................................................................101
DESCRIPTION OF THE ISSUER .................................................................................................................102
SELECTED FINANCIAL INFORMATION ..................................................................................................132
TAXATION ON THE NOTES ........................................................................................................................136
SUBSCRIPTION AND SALE ........................................................................................................................144
FORM OF FINAL TERMS .............................................................................................................................149
GENERAL INFORMATION ..........................................................................................................................170

7

Overview of the Programme
OVERVIEW OF THE PROGRAMME
This overview constitutes a general description of the Programme for the purposes of Article 25(1) of
Commission Delegated Regulation (EU) No. 2019/980, as amended.
The following overview does not purport to be complete and is taken from, and is qualified in its entirety by the
remainder of, this Base Prospectus (including any documents incorporated by reference) and, in relation to the
terms and conditions of any particular Tranche of Notes, the applicable Final Terms. Words and expressions
defined or used in "Terms and Conditions of the Notes" shall have the same meaning in this overview.
Issuer
Belfius Bank SA/NV ("Belfius Bank" and the "Issuer").
Information relating to the Issuer
Belfius Bank is a limited liability company of unlimited duration
incorporated under Belgian law and registered with the
Crossroads Bank for Enterprises under business identification
number 0403.201.185. Its registered office is at 1210 Brussels,
Place Charles Rogier 11, Belgium, telephone +32 22 22 11 11.
Legal Entity Identifier (LEI): A5GWLFH3KM7YV2SFQL84.
Information relating to the Programme
Size
EUR 10,000,000,000 (or the equivalent in other currencies at the
date of issue) aggregate principal amount of Notes outstanding
at any one time.
Arranger
Société Générale
Dealers
Barclays Bank Ireland PLC
Belfius Bank SA/NV
BNP Paribas
BofA Securities Europe SA
Citigroup Global Markets Limited
Commerzbank Aktiengesellschaft
Crédit Agricole Corporate and Investment Bank
Credit Suisse Securities Sociedad de Valores S.A.
J.P. Morgan AG
Landesbank Baden-Württemberg
Morgan Stanley Europe SE
NatWest Markets N.V.
Nomura Financial Products Europe GmbH
Nomura International plc
Société Générale
UBS AG London Branch
UniCredit Bank AG

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.
Fiscal Agent
Belfius Bank, or any other entity appointed from time to time by
the Issuer as the Fiscal Agent pursuant to the terms of the Agency

8

Overview of the Programme
Agreement either in respect of the Programme, generally, or in
respect of a particular issuance of Notes, in which case a different
Fiscal Agent may be specified in the applicable Final Terms.
Paying Agent
Belfius Bank, or any other entity appointed from time to time by
the Issuer as the Paying Agent or an additional Paying Agent
pursuant to the terms of the Agency Agreement, either in respect
of the Programme, generally, or in respect of a particular
issuance of Notes, in which case a different Paying Agent may
be specified in the applicable Final Terms.
Listing Agent
Banque Internationale à Luxembourg SA, or any other entity
appointed from time to time by the Issuer as a Listing Agent,
either in respect of the Programme, generally, or in respect of a
particular issuance of Notes, in which case a different Listing
Agent may be specified in the applicable Final Terms.
Agency Agreement
The agency agreement between the Issuer, the Fiscal Agent and
the Paying Agent dated 5 May 2021.
Method of Issue
Notes will be issued on a syndicated or non-syndicated basis.
The Notes will be issued in series (each a "Series") having one
or more issue dates and on terms otherwise identical (or identical
other than in respect of the first payment of interest), the Notes
of each Series being intended to be interchangeable with all other
Notes of that Series. Each Series may be issued in tranches (each,
a "Tranche") on the same or different issue dates. The specific
terms of each Tranche (which will be completed, where
necessary, with the relevant terms and conditions and, save in
respect of the issue date, issue price, first payment of interest and
principal amount of the Tranche, will be identical to the terms of
other Tranches of the same Series) will be set out in the Final
Terms.
Issue Price
Notes may be issued at their principal amount or at a discount or
premium to their principal amount.
Form of Notes
Notes will be issued in dematerialised form in accordance with
the Belgian Companies and Associations Code via the book-
entry system maintained in the records of the National Bank of
Belgium as operator of the Securities Settlement System.
Clearing Systems
The settlement system operated by the National Bank of Belgium
or any successor thereto (the "Securities Settlement System").
Access to the Securities Settlement System is available through
those of the participants in the Securities Settlement System
whose membership extends to securities such as the Notes.
Participants in the Securities Settlement System include certain
banks, stockbrokers (beursvennootschappen/sociétés de bourse),
Euroclear Bank SA/NV ("Euroclear"), Clearstream Banking
Frankfurt ("Clearstream"), SIX SIS AG ("SIX SIS"), Monte
Titoli S.p.A. ("Monte Titoli"), Interbolsa S.A. ("Interbolsa"),
Euroclear France SA ("Euroclear France") and LuxCSD S.A.
("LuxCSD"). Accordingly, the Notes will be eligible to clear

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Overview of the Programme
through, and therefore accepted by, Euroclear, Clearstream, SIX
SIS, Monte Titoli, Interbolsa, Euroclear France and LuxCSD and
investors can hold their interests in the Notes within securities
accounts in Euroclear, Clearstream, SIX SIS, Monte Titoli,
Interbolsa, Euroclear France or LuxCSD.
Initial Delivery of Notes
Notes will be credited to the accounts held with the Securities
Settlement System by Euroclear, Clearstream, SIX SIS, Monte
Titoli, Interbolsa, Euroclear France or LuxCSD or any other
Securities Settlement System participants.
Currencies
Subject to compliance with all relevant laws, regulations and
directives (including the rules of the Securities Settlement
System), Notes may be issued in any currency agreed between
the Issuer and the relevant Dealers.
Maturities
Subject to compliance with all relevant laws, regulations and
directives, any maturity from one month from the date of original
issue. Notes may be issued which have no specified maturity.

Under the Luxembourg Prospectus Law, prospectuses relating to
money market instruments having a maturity on issue of less than
twelve months and complying also with the definition of
securities are not subject to the approval provisions of the
Prospectus Regulation and Part II of the Luxembourg Prospectus
Law.
Denomination
Notes will be in such denominations as may be specified in the
applicable Final Terms, save that (i) in the case of any Notes
which are to be admitted to trading on a regulated market within
the European Economic Area ("EEA") or offered to the public
in an EEA Member State in circumstances which would
otherwise require the publication of a prospectus under the
Prospectus Regulation, the minimum specified denomination
shall be EUR 100,000 (or its equivalent in any other currency as
at the date of issue of the Notes) and (ii) unless otherwise
permitted by then current laws and regulations, Notes (including
Notes denominated in Sterling) which have a maturity of less
than one year from the date of issue and in respect of which the
issue proceeds are to be accepted by the Issuer in the United
Kingdom or whose issue would otherwise constitute a
contravention of section 19 of the Financial Services and
Markets Act 2000 ("FSMA 2000") will have a minimum
denomination of £100,000 (or its equivalent in other currencies).
Fixed Rate Notes
Fixed Rate Notes will bear interest at a fixed rate payable in
arrear on the date or dates in each year specified in the applicable
Final Terms.
If an indication of yield is included in the applicable Final Terms,
the yield of each Tranche of Fixed Rate Notes will be calculated
on the basis of the relevant issue price at the relevant issue date.
It is not an indication of future yield.

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