Obligation Wallonne Région 0% ( BE6285526230 ) en EUR

Wallonne Région

100 % ⇌

Belgique

BE6285526230 ( en EUR )

30/03/2023 - Obligation échue

Prospectus brochure de l'obligation Wallonne Région BE6285526230 en EUR 0%, échue

250 000 EUR

10 000 000 EUR

L'Obligation émise par Wallonne Région ( Belgique ) , en EUR, avec le code ISIN BE6285526230, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/03/2023

[Execution Version]
Offering Circular

Région wallonne
20,000,000,000
Euro Medium Term Note Programme
For the issuance of Euro Medium Term Notes
This offering circular dated 20 May 2021 (the Offering Circular) constitutes an alleviated prospectus for the purposes of Chapter 2
of Part III of the Luxembourg Act dated 16 July 2019 on prospectuses for securities (the Luxembourg Act). It does not constitute a
prospectus pursuant to Part II of the Luxembourg Act executing Regulation (EU) 2017/1129 on the prospectus to be published when
securities are offered to the public or admitted to trading on a regulated market (as amended, the Prospectus Regulation) into
Luxembourg law and does not constitute a prospectus or an information note for the purpose of the Prospectus Regulation and the
Belgian Law of 11 July 2018 on the offer of investment instruments to the public and the admission of investment instruments to
trading on a regulated market (the Law of 11 July 2018). Accordingly, this Offering Circular does not purport to meet the format and
the disclosure requirements of the Prospectus Regulation and Commission Delegated Regulation (EU) 2019/980 of 14 March 2019
supplementing the Prospectus Regulation as regards the format, content, scrutiny and approval of the prospectus to be published when
securities are offered to the public or admitted to trading on a regulated market nor of the Law of 11 July 2018, and it has not been,
and will not be, submitted for approval to any competent authority within the meaning of the Prospectus Regulation. The Notes issued
pursuant to this Offering Circular will therefore not qualify for the benefit of the single European passport to the Prospectus Regulation.
This Offering Circular shall supersede and replace the offering circular dated 20 May 2020 (the 2020 Offering Circular) as from 20
May 2021. Any Notes issued or traded before 20 May 2021 are issued under the Programme pursuant to the 2020 Offering Circular,
the offering circular dated 28 June 2019 (the 2019 Offering Circular), the offering circular dated 28 June 2018 (the 2018 Offering
Circular), the offering circular dated 27 June 2017 (the 2017 Offering Circular), the offering circular dated 27 June 2016 (the 2016
Offering Circular), the offering circulated dated 22 June 2015 (the 2015 Offering Circular), the offering circular dated 25 June 2013
(the 2013 Offering Circular) or the offering circular dated 2 May 2012 (the 2012 Offering Circular), as relevant.
CO-ARRANGERS

DEALERS
BARCLAYS
HSBC
BELFIUS BANK
ING
BNP PARIBAS FORTIS
KBC BANK
CBC BANQUE
LANDESBANK BADEN-WÜRTTEMBERG
GOLDMAN SACHS INTERNATIONAL
NATIXIS
The date of this Offering Circular is 20 May 2021.

Under the Euro Medium Term Note Programme described in this Offering Circular (the Programme), Région wallonne (the Issuer)
may from time to time issue Notes (hereinafter each a Note and together the Notes) denominated in any currency, in the discretion of
the Issuer as may be agreed by the Issuer and the relevant Dealer (as defined below), provided that Notes in such currency may be
cleared and settled in the Securities Settlement System (as defined below), and subject to compliance with all applicable legal and/or
regulatory and/or central bank requirements. The Securities Settlement System exclusively clears securities denominated in currencies
for which the European Central Bank daily publishes Euro foreign exchange reference rates. The aggregate nominal amount of Notes
outstanding will not at any time exceed 20,000,000,000 (or the equivalent in other currencies). The Notes will have maturities as
described in this Offering Circular and the relevant Pricing Supplement (as defined below). The Notes, which may be issued at their
principal amount or at a premium over or discount to their principal amount, may bear interest on a fixed or floating rate or index or
formula linked basis or be issued on a fully discounted basis and not bear interest, and the amount payable upon redemption of the
Notes may be fixed or variable or index or formula linked. Notes may provide that they will be redeemed in instalments.
Application may be made to the Luxembourg Stock Exchange and/or Euronext Brussels during a period of up to 12 months from the
date of this Offering Circular for Notes (as defined below) issued under the Programme to be listed on the Official List of the
Luxembourg Stock Exchange and/or on Euronext Brussels and admitted to trading on the regulated market of the Luxembourg Stock
Exchange and/or Euronext Brussels. The regulated markets (each such market being a Regulated Market) of the Luxembourg Stock
Exchange (Bourse de Luxembourg) and Euronext Brussels are regulated markets for the purposes of the Directive 2014/65/EU on
markets in financial instruments dated 15 May 2014, as amended (MiFID II). The Programme provides that Notes may be listed or
admitted to trading, as the case may be, on such other or further stock exchanges or markets as may be agreed between the Issuer and
the relevant Dealer. The Issuer may also issue unlisted Notes and/or Notes not admitted to trading on any market. The relevant Pricing
Supplement (a form of which is contained herein) in respect of the issue of any Notes will specify whether or not such Notes will be
listed on the Luxembourg Stock Exchange and/or Euronext Brussels (or any other stock exchange).
The Notes will be created, cleared and settled in the clearing system operated by the National Bank of Belgium or any successor thereto
(the Securities Settlement System) pursuant to the law of 6 August 1993 on transactions in certain securities (Loi du 6 août 1993
relative aux opérations sur certaines valeurs mobilières) (the Law of 6 August 1993), as amended. Among others, Euroclear Bank
NV/SA, Belgium as operator of the Euroclear System (Euroclear, Belgium), Clearstream Banking AG, Frankfurt (Clearstream,
Frankfurt), SIX SIS Ltd., Switzerland (SIX SIS), Monte Titoli S.p.A., Italy (Monte Titoli), LuxCSD SA, Luxembourg (LuxCSD),
Euroclear France SA (Euroclear France) and Interbolsa SA, Portugal (Interbolsa) maintain accounts in the Securities Settlement
System (for a list of all the Securities Settlement System participants, please refer to https://www.nbb.be/nl/list-nbb-investor-icsds).
The clearing of the Notes through the Securities Settlement System is subject to prior approval of the National Bank of Belgium. Under
the Programme, Notes will not be issued for so long as they may not be cleared through the Securities Settlement System.
The Notes may be issued on a continuing basis to one or more of the Dealers specified under "Overview of the Programme" (hereinafter
each a Dealer and together the Dealers, which expression shall include any additional dealer appointed under the Programme from
time to time by the Issuer, which appointment may be for a specific issue or on an ongoing basis). References in this Offering Circular
to the relevant Dealer shall, in the case an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers
agreeing to subscribe to the Notes.
Tranches of Notes issued under the Programme may be rated or unrated. Where a Tranche of Notes is rated, such rating will not
necessarily be the same as the ratings applicable to the Programme. 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 with any securities regulatory authority of any state or other jurisdiction of the United States. The Notes 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 in certain transactions exempt from the registration requirements of the Securities Act.
The Issuer may issue Notes that are intended to qualify as "green bonds" and/or "social bonds" and/or "sustainability bonds" in
accordance with relevant applicable principles at the time of issue (such Notes, Green Bonds, Social Bonds or Sustainability Bonds).
Such Green Bonds or Social Bonds or Sustainability Bonds may be issued on the basis of a framework established by the Issuer and/or
may be subject to a review by a third party. The Dealers do not guarantee the "green", "social", and/or "sustainable" nature of the
Notes.

TABLE OF CONTENTS
Important Notice ................................................................................................................................................. 1
Risk Factors ........................................................................................................................................................ 4
Documents Incorporated by Reference ............................................................................................................ 12
Supplemental Offering Circular ....................................................................................................................... 13
Description of the Programme.......................................................................................................................... 14
Overview of the Programme ............................................................................................................................ 16
Form of the Notes ............................................................................................................................................. 22
Terms and Conditions of the Notes .................................................................................................................. 23
Use of Proceeds ................................................................................................................................................ 50
Description of the Issuer ................................................................................................................................... 51
Certification of Information ............................................................................................................................. 52
Form of Pricing Supplement ............................................................................................................................ 53
Taxation in Belgium ......................................................................................................................................... 64
Taxation in Luxembourg .................................................................................................................................. 71
Common Reporting Standard ........................................................................................................................... 72
Subscription and Sale ....................................................................................................................................... 73
General Information ......................................................................................................................................... 75
Provisions for Meetings of Noteholders ........................................................................................................... 77
Clearing and Settlement of the Notes ............................................................................................................... 88

IMPORTANT NOTICE
The Issuer has prepared this Offering Circular for the purpose of giving information with regard to the
Programme and the Notes to be issued under the Programme.
The Programme is governed by and construed in accordance with the laws of Belgium. More specifically, the
Notes will be issued in dematerialised form governed by the law of 2 January 1991 on the public debt securities
market and instruments of monetary policy (Loi relative au marché des titres de la dette publique et aux
instruments de la politique monétaire) (the Law of 2 January 1991). The Notes may not be physically
delivered.
The Issuer confirms that the statements contained in this Offering Circular are in every material respect true
and accurate and not misleading, that this Offering Circular does not contain any untrue statement of any
material fact and is not misleading in any material respect, that this Offering Circular does not omit to state
any material fact necessary to make the statements herein or to enable the potential investors to make an
informed assessment of the Issuer and the Notes, in the context in which they are made, not misleading and
that all reasonable inquiries have been made with all due diligence to ascertain the facts and to verify the
accuracy of all such statements. The Issuer accepts responsibility for the information contained in this Offering
Circular accordingly.
The Co-Arrangers and the Dealers have not independently verified the information contained herein.
Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or
liability is accepted by the Co-Arrangers and the Dealers as to the accuracy or completeness of the information
contained or incorporated in this Offering Circular or any other information provided by the Issuer in
connection with the Programme. Neither the Co-Arrangers nor any Dealer accepts any liability in relation to
the information contained in this Offering Circular or any other information provided by the Issuer in
connection with the Programme.
No dealer, salesman or other person has been authorised to give any information or to make any representation
not contained in or not consistent with this Offering Circular or any other document entered into in relation to
the Programme or any information supplied by the Issuer and, if given or made, such information or
representation should not be relied upon as having been authorised by the Issuer, the Co-Arrangers or any of
the Dealers.
The Notes issued under the Programme on or after 20 May 2021 will be issued under the terms of this Offering
Circular and the relevant Pricing Supplement. The maximum amount for which Notes may be issued under
the Programme on or after 20 May 2021 is 20,000,000,000 (or the equivalent in foreign currencies). Notes
issued or traded before 20 May 2021 are issued under the Programme pursuant to the 2012 Offering Circular,
the 2013 Offering Circular, the 2015 Offering Circular, the 2016 Offering Circular, the 2017 Offering Circular,
the 2018 Offering Circular, the 2019 Offering Circular, or the 2020 Offering Circular as relevant.
Neither the delivery of this Offering Circular 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 document has been most recently amended or supplemented or that there
has been no adverse change in the affairs of the Issuer since the date hereof or the date upon which this
document has been most recently amended or supplemented or that any other information in connection with
the Programme is correct as at any time subsequent to the date on which it is supplied or, if different, the date
indicated in the document containing the same. The Co-Arrangers and the Dealers expressly do not undertake
to review the financial condition or affairs of the Issuer during the life of the Programme or to advise any
investor in the Notes of any information coming to their attention. This Offering Circular does not constitute
and may not be used for the purposes of an offer of or an invitation by or on behalf of the Issuer, the Co-
Arrangers or the Dealers to subscribe for or purchase any of the Notes.

1

Neither this Offering Circular nor any further information supplied in connection with the Notes are intended
to provide the basis of any credit or other evaluation and should not be considered as recommendations by the
Issuer and/or any of the Co-Arrangers or the Dealers that any recipient of this Offering Circular or of any
further information supplied in connection with the Notes should purchase any of the Notes. Each investor
contemplating purchasing Notes should make its own independent investigation of the condition and affairs,
and its own appraisal of the creditworthiness, of the Issuer.
This Offering Circular does not constitute an offer to sell or the solicitation of an offer to buy any Notes in any
jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The
distribution of this Offering Circular and the offering or sale of the Notes in certain jurisdictions may be
restricted by law. The Issuer, the Co-Arrangers and the Dealers do not represent that this Offering Circular
may be lawfully distributed, or that any Notes may be lawfully offered, in compliance with any applicable
registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder,
or assume any responsibility for facilitating any such distribution or offering. In particular, unless specifically
indicated to the contrary in the applicable Pricing Supplement, no action has been taken by the Issuer, the Co-
Arrangers or the Dealers which is intended to permit a public offering of any Notes or the distribution of this
Offering Circular in any jurisdiction where action for that purpose is required. Accordingly, no Notes may be
offered or sold, directly or indirectly, and neither this Offering Circular no any advertisements or other offering
material may be distributed or published in any jurisdiction, except under circumstances that will result in
compliance with any applicable laws and regulations. Persons into whose possession this Offering Circular
comes are required by the Issuer to inform themselves about and to observe any such restrictions. In particular,
there are restrictions on the distribution of this Offering Circular and the offer or sale of Notes in the United
States and the United Kingdom. For a further description of certain restrictions on offering and sale of the
Notes and on distribution of this Offering Circular, see below under section "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) or with any securities regulatory authority of any state or other jurisdiction of the United
States. The Notes 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 in certain transactions
exempt from the registration requirements of the Securities Act.
In this Offering Circular all references to laws (lois), royal decrees (arrêtés royaux), decrees (décrets),
decisions of the Walloon government, income tax codes and laws are to such laws, royal decrees, decrees,
decisions of the Walloon government, income tax codes and laws, as amended from time to time.
In this Offering Circular, all references to "euro" and "" refer to the currency introduced at the start of the
third stage of the European economic and monetary union pursuant to the Treaty on the Functioning of the
European Union, as amended.
In connection with the issue of any Tranche of Notes under the Programme, the Dealer or Dealers (if
any) named as the Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s) in
the applicable Pricing Supplement 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, there
is no assurance that the Stabilising Manager(s) (or any person acting on behalf of a Stabilising Manager)
will undertake stabilisation action. 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 be ended at any time, but it 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 of
Notes. Any stabilisation action or over-allotment must be conducted by the relevant Stabilising
Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in accordance with all applicable
laws and rules.

2

Prohibition of sales to Belgian consumers - If the Prohibition of Sales to Belgian Consumers is specified as
applicable in the applicable Pricing Supplement, 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 Belgian consumer
(consument/consommateur) within the meaning of the Belgian Code of Economic Law (Wetboek van
economisch recht/Code de droit économique) dated 28 February 2013, as amended from time to time.
MiFID II product governance / target market The Pricing Supplement in respect of any Notes may include
a legend entitled "MiFID II Product Governance" outlining the target market assessment in respect of the Notes
and the appropriate channels for distribution of the Notes. In that case, the Pricing Supplement will also include
the list of criteria that have been used by the Dealer(s) acting as "manufacturer(s)" (within the meaning of
MIFID II) of the Notes to determine the target market and the distribution strategy. 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. Any such target market assessment will, unless otherwise
specified in the applicable Pricing Supplement, be valid for the period of the relevant offer only.
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.
Product governance under UK MiFIR 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 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.
Nothing stated herein should be construed as limiting the protections granted to potential investors under
mandatorily applicable investor protection rules, including any such rules included in UK MiFIR.
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 (the Benchmark
Regulation). If any such reference rate does constitute such a benchmark, the applicable Pricing Supplement
will indicate whether or not the benchmark is provided 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 Benchmark Regulation. Not every reference rate will fall within the
scope of the Benchmark Regulation. Transitional provisions in the 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 Pricing Supplement (or, if located outside the European Union,
recognition, endorsement or equivalence). The registration status of any administrator under the Benchmark
Regulation is a matter of public record and, save where required by applicable law, the Issuer does not intend
to update the Pricing Supplement to reflect any change in the registration status of the administrator.

3

RISK FACTORS
Factors which are material for the purpose of assessing the risks associated with Notes to be issued or entered
into under the Programme are described below. The discussion of risk factors is supposed to protect investors
from investments for which they are not suitable and to set out the financial risks associated with an investment
in a particular type of Note. Potential investors should understand the risks of investing in any type of Notes
before they make their investment decision. They should make their own independent decision to invest in any
type of Note and as to whether an investment in such Note is appropriate or proper for them based upon their
own judgment and upon advice from such advisors as they consider necessary.
The Issuer believes that the factors described below represent the principal risks inherent in investing in Notes
to be issued or entered into under the Programme, but the Issuer may not be able to pay interest, principal or
other amounts on or in connection with any Notes for other reasons than those described below which may
not be considered significant risks by the Issuer based on information currently available to it or which it
currently may not be able to anticipate and the Issuer does not represent that the statements below are
exhaustive. Additional risks (i) that are not currently known to Région wallonne or, (ii) that are currently
known to Région wallonne but that it believes are immaterial, may also adversely affect it. Many of these risks
are interrelated and occur under similar economic conditions, and the occurrence of certain of them may in
turn cause the emergence, or exacerbate the effect, of others. Such a combination could materially increase
the severity of the impact on Région wallonne. As a result, should certain of these risks emerge, Région
wallonne may need to raise additional funds through borrowing in the internal or external capital markets,
and there is no assurance that Région wallonne will be able to borrow needed funds on terms that it considers
acceptable or at all.
Risks relating to the Issuer
Vulnerability of Région wallonne's economy to external shocks and internal economic challenges
As a small open economy, Région wallonne's economy faces the risk of external shocks such as the impact of
the general economic climate on Belgian banks, and on future financing needs for sovereigns. Sovereign
issuers in the eurozone, including sovereign regions such as Région wallonne's, in particular face a few current
challenges such as the continuing uncertainty regarding certain Member States of the Eurozone. In addition,
market perceptions concerning the instability of the euro, the potential re-introduction of individual currencies
within the eurozone, or the potential dissolution of the euro entirely, could adversely affect the value of the
Notes as well.
Région wallonne may also face some internal economic challenges such as high unemployment, decline in
personal consumption and lack of growth, as well as the continued implementation of the 6th State Reform in
Belgium and its impact on the powers and on the financing of Région wallonne.
Such external shocks and internal economic challenges may have adverse effects on the Issuer's economic
growth and its ability to service its public debt and could consequently affect the value of the Notes.
Vulnerability of Région wallonne's economy to the Covid-19 sanitary crisis
In December 2019, a new strain of coronavirus, SARS-Cov-2 (the COVID-19), emerged in Wuhan, China. In
March 2020, the World Health Organization declared COVID-19 as a pandemic. The COVID-19 pandemic
has resulted in quarantines, travel restrictions, and the temporary and prolonged closure of stores and business
facilities on a global scale since early 2020, in order to mitigate the further spread and rate of infections. The
actual and threatened spread of COVID-19 has had a material adverse effect on the global economy, could
continue to negatively impact stock markets, and may result in a global economic downturn, including in the
Eurozone, Belgium and the Issuer. COVID-19 is causing and may continue to cause in the future increased
volatility and declines in financial markets.

4

In particular, the spread of COVID-19 is likely to lead to a decrease in tax and other revenues of the Issuer and
to an increase of its expenses. Such consequences cannot be precisely determined at the date of This Offering
Circular. If the pandemic is prolonged, or further diseases emerge that give rise to similar effects, the adverse
impact on the global economy could be deepened and result in further declines in financial markets and impact
on the Issuer.
Since the outbreak of the COVID-19 crisis, the government of the Issuer had to take several measures to protect
citizens, health services and the economic fabric.
The current impact of the crisis on the public finances of the Issuer to date is currently being valued in the
order of 2.4 to 2.5 billion. This amount is broken down as follows:
o
a decrease in revenues of around 717 million following the sharp downward revision of
macroeconomic parameters; and
o
an increase in expenditure of over 1.7 billion for all measures taken.
Revenues
The macroeconomic parameters were reviewed several times during 2020.
Based on data formulated by the Federal Planning Bureau during the preparation of the 2020 and 2021 budgets,
the current estimation of the total impact of the Covid-19 crisis on revenues of the Issuer to date is of 717
million.
Expenditures
Different packages of measures have been adopted by the Issuer to deal with the consequences of the crisis.
During the first lockdown period of 2020, the Issuer approved additional expenditure for a total amount of
1,119 million, including:
o
641 million for economic policies (in particular allowance granted for the self-employed);
o
122 million for health policies;
o
80 million for social action policies;
o
60 million for the transversal provision; and
o
53 million for employment policy.
A second package of measures was approved by the Issuer during the second lockdown period in October
2020 for a total amount of 257 million, including:
o
154 million for support measures for self-employed;
o
67 million for health policies; and
o
17.1 million for employment policies.
A third package of measures was adopted by the Issuer at the end of November 2020 for a total amount of
314 million, including:
o
202 million for additional support measures for self-employed; and
o
75 million for social action.
In view of the additional impacts of the pandemic which are now planned to extend in 2021 and onwards, the
Issuer has already decided to include new financial measures in its budget projection for the 2021 fiscal year.

5

Further consequences of the Covid-19 crisis on the Issuer cannot be precisely determined at this date. If the
pandemic lasts longer than expected, or if further diseases emerge that give rise to similar effects, the adverse
impact on the global economy could be deepened and result in further declines in financial markets and impact
many Sovereign, Supranational and Agencies issuers ("SSA issuers"), including the Issuer.
The Issuer may not be able to refinance its indebtedness on favourable terms or at all, and/or service its
indebtedness
A significant increase in global or Eurozone interest rates, may threaten the Issuer's ability to refinance its
existing debt on favourable terms or at all. This may adversely affect the Issuer's ability to implement its
economic strategy and to make payments relating to the Notes. Moreover, if the Issuer's government revenue
decreases and its expenditures increase, Région wallonne might not be able to service its public debt. This may
adversely affect the issuer's ability to repay principal and make payments of interest on the Notes.
Risks relating to the Notes
Suitability of an investment in the Notes
The Notes may not be a suitable investment for all investors. Investing in the Notes may entail several risks.
Each potential investor in the Notes must determine the suitability of that investment in light of its own
circumstances. In case of doubt, potential investors should consult their financial and legal advisers about the
risks of investing in the Notes and the suitability of this investment in light of their particular situation. In
particular and without limitation, each potential investor may wish to consider, either on its own or with the
help of its financial or other advisors, whether it:
(a)
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
Offering Circular or any applicable supplement;
(b)
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;
(c)
has sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes,
including Notes with principal or interest payable in one or more currencies, or where the currency for
principal or interest payments is different from the potential investor's currency;
(d)
understands thoroughly that the value of the Notes may be affected by the creditworthiness of the
Issuer and a number of additional factors, such as market interest and yield rates and the time
remaining to the maturity date and more generally all economic, financial and political events,
including factors affecting capital markets generally and the stock exchange(s) on which the Notes are
traded;
(e)
understands thoroughly the terms of the Notes and is familiar with the behaviour of any relevant
indices, credit risks and financial markets; and
(f)
is able to fully 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.
Suitability of an investment in the Notes issued as green, sustainability and/or social Notes
The Issuer may issue Notes that are intended to qualify as "green Bonds", "sustainability Bonds" and/or "social
Bonds" in accordance with relevant applicable principles at the time of issue (such Notes, Green Bonds,

6

Sustainability Bonds or Social Bonds). Such Green Bonds, Sustainability Bonds or Social Bonds may be
issued on the basis of a framework established by the Issuer and/or may be subject to a review by a third party.
Nor the framework nor the second party opinion are incorporated by reference in or form part of this Offering
Circular.
Neither the Issuer nor any Dealer makes any representation as to the suitability of the Notes or any
documentation provided in connection therewith to fulfil the environmental or social objectives of such
instrument. Where a third party opinion is issued, neither the Issuer, nor the person issuing such opinion, nor
any Dealer accept any form of liability for the substance of such opinion, the use of such opinion, and/or the
information provided in it. Where the Issuer does not comply with its obligations in respect of the green or
social nature of the Notes, where applicable, such non-compliance will not constitute an Event of Default. A
withdrawal of a green opinion, where issued, or any loss of qualification as Green Bond, Sustainability Bonds
or Social Bond under any relevant principles, may affect the value of the relevant Notes and/or may have
consequences for investors that have portfolio mandates to invest in green and/or social assets.
The definition (legal, regulatory or otherwise) of, and market consensus as to what constitutes or may be
classified as, a "sustainable", "green" or equivalently-labelled project or a loan that may finance such project,
is currently under development. In June 2020, the Regulation (EU) 2020/852 of the European Parliament and
of the Council of 18 June 2020 on the establishment of a framework to facilitate sustainable investment, and
amending Regulation (EU) 2019/2088 (the Taxonomy Regulation) was adopted. On this basis, the European
Commission is tasked to establish the actual classification by defining technical screening criteria, in the form
of delegated acts, for each relevant environmental objective and sector respectively. Taking into account the
requirements of the Taxonomy Regulation, on 21 April 2021, the College of Commissioners reached a political
agreement on the first of such delegated acts (the EU Taxonomy Climate Delegated Act) which aims to
support sustainable investment by making it clearer which economic activities most contribute to meeting the
EU's environmental objectives. While the College of Commissioners reached a political agreement on the text
of the Delegated Act on 21 April 2021, it will be formally adopted only once it has been translated in all EU
languages at the end of May 2021. For the four other environmental objectives, the taxonomy is expected to
be established by the end of 2021 and to apply by the end of 2022. The Commission is further expected to
adopt a delegated act by June 2021 specifying the information companies subject to the non-financial reporting
directive will have to disclose on how, and to what extent, their activities align with those considered
environmentally sustainable in the taxonomy.
In certain instances the Noteholders may be bound by certain amendments to the Notes to which they did
not consent
The Notes are subject to certain provisions allowing for the calling of meetings of Noteholders to consider
matters affecting their interests. See Condition 14 (Meetings of Noteholders, modifications and waivers). These
provisions permit defined majorities to bind all holders of a Series, including holders who did not attend and
vote at the relevant meeting and holders who voted in a manner contrary to the majority.
Further, the Agent may without the consent or approval of the Noteholders make such amendments to the
Conditions or the Agency Agreement which are in the opinion of the Agent of a formal, minor or technical
nature or made to correct a manifest error or comply with mandatory provisions of law or such amendments
to the Agency Agreement which are in the opinion of the Agent not prejudicial to the interests of the holders.
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 (1) Notes are legal investments for it, (2) Notes can be used as collateral for various
types of borrowing and (3) other restrictions apply to its purchase or pledge of any Notes. Financial institutions

7

Document Outline

#17">General
#17">Listing
#17">Dealers
#18">Dematerialised Notes
#18">Clearing and Settlement
#26">1. Introduction
- #26">1.1 Programme
- #26">1.2 Pricing Supplement
- #26">1.3 Agency Agreement
- #26">1.4 Calculation Agency Agreement
- #26">1.5 Clearing Services Agreement
- #26">1.6 The Notes
- #27">1.7 Pricing Supplement
#27">2. Interpretation
- #27">2.1 Definitions
  - #27">Accrual Yield has the meaning given in the relevant Pricing Supplement;
  - #27">Additional Financial Centre(s) means the city or cities specified as such in the relevant Pricing Supplement;
  - #27">Business Day means (i) a day other than a Saturday or Sunday on which the Securities Settlement System is operating and (ii) a day on which banks and forex markets are open for general business in Belgium and (iii) (if a payment in euro is to be made ...
  - #27">Business Day Convention, in relation to any particular date, has the meaning given in the relevant Pricing Supplement and, if so specified in the relevant Pricing Supplement, may have different meanings in relation to different dates and, in this con...
  - #27">Calculation Agent means the Paying Agent or such other Person specified in the relevant Pricing Supplement as the party responsible for calculating the Rate(s) of Interest and Interest Amount(s) and/or such other amount(s) as may be specified in the ...
  - #27">Calculation Amount has the meaning given in the relevant Pricing Supplement;
  - #27">Calculation Period means, in respect of any calculation of interest, the period from (and including) the most recent Interest Payment Date (or, if none, the Interest Commencement Date) to (but excluding) the relevant payment date;
  - #27">Clearing Services Agreement means the clearing services agreement between the Issuer, the Paying Agent and the National Bank of Belgium dated on or about 28 June 2018 in relation to the Programme.
  - #27">Day Count Fraction means, in respect of the calculation of an amount for any Calculation Period, such day count fraction as may be specified in these Conditions or the relevant Pricing Supplement and:
    - #27">(a) if Actual/Actual (ICMA) is so specified, means:
    - #27">(i) where the Calculation Period is equal to or shorter than the Regular Period during which it falls, the actual number of days in the Calculation Period divided by the product of (A) the actual number of days in such Regular Period and (B) the numbe...
    - #27">(ii) where the Calculation Period is longer than one Regular Period, the sum of:
    - #28">(A) the actual number of days in such Calculation Period falling in the Regular Period in which it begins divided by the product of (I) the actual number of days in such Regular Period and (II) the number of Regular Periods in any year; and
    - #28">(B) the actual number of days in such Calculation Period falling in the next Regular Period divided by the product of (a) the actual number of days in such Regular Period and (b) the number of Regular Periods in any year;
    - #28">(b) if Actual/Actual or Actual/Actual (ISDA) is so specified, means the actual number of days in the Calculation Period divided by 365 (or, if any portion of the Calculation Period falls in a leap year, the sum of (i) the actual number of days in that...
    - #28">(c) if Actual/365 (Fixed) is so specified, means the actual number of days in the Calculation Period divided by 365;
    - #28">(d) if Actual/360 is so specified, means the actual number of days in the Calculation Period divided by 360;
    - #28">(e) if 30/360 is so specified, means the number of days in the Calculation Period divided by 360 calculated on a formula basis as follows:
    - #28">(f) if 30E/360 or Eurobond Basis is so specified means the number of days in the Calculation Period divided by 360 calculated on a formula basis as follows:
    - #29">(g) if 30E/360 (ISDA) is specified in the applicable Pricing Supplement, means the number of days in the Calculation Period divided by 360, calculated on a formula basis as follows:
  - #29">Dealer means each dealer appointed under the Programme Agreement dated 20 May 2021, and any other dealer appointed by the Issuer in respect of one or more Tranches or in respect of the whole Programme pursuant to the Programme Agreement and as specif...
  - #29">Early Termination Amount means, in respect of any Note, its principal amount or such other amount as may be specified in, or determined in accordance with, these Conditions or the relevant Pricing Supplement;
  - #29">Euro means the currency introduced at the start of the third stage of the European economic and monetary union pursuant to the Treaty on the Functioning of the European Union, as amended;
  - #30">Event of Default has the meaning given to it in Condition 13;
  - #30">Final Redemption Amount means, in respect of any Note, its principal amount or such other amount as may be specified in, or determined in accordance with, the relevant Pricing Supplement;
  - #30">Fixed Coupon Amount has the meaning given in the relevant Pricing Supplement;
  - #30">Interest Amount means, in relation to a Note and an Interest Period, the amount of interest payable in respect of that Note for that Interest Period;
  - #30">Interest Commencement Date means the Issue Date of the Notes or such other date as may be specified as the Interest Commencement Date in the relevant Pricing Supplement;
  - #30">Interest Determination Date has the meaning given in the relevant Pricing Supplement;
  - #30">Interest Payment Date means the date or dates specified as such in, or determined in accordance with the provisions of, the relevant Pricing Supplement and, if a Business Day Convention is specified in the relevant Pricing Supplement, as the same may...
  - #30">Interest Period means each period beginning on (and including) the Interest Commencement Date or any Interest Payment Date and ending on (but excluding) the next Interest Payment Date;
  - #30">ISDA Definitions means the 2006 ISDA Definitions (as amended and updated as at the date of issue of the relevant Series of the Notes (as specified in the relevant Pricing Supplement) as published by the International Swaps and Derivatives Association...
  - #30">Issue Date has the meaning given in the relevant Pricing Supplement;
  - #30">Law of 2 January 1991 means the law of 2 January 1991 on the public debt securities market and instruments of monetary policy (Loi relative au marché des titres de la dette publique et aux instruments de la politique monétaire);
  - #30">Law of 6 August 1993 means the law of 6 August 1993 on transactions in certain securities as amended (Loi du 6 août 1993 relative aux opérations sur certaines valeurs mobilières);
  - #30">Margin has the meaning given in the relevant Pricing Supplement;
  - #30">Maturity Date has the meaning given in the relevant Pricing Supplement;
  - #30">Maximum Rate of Interest has the meaning given to it in the relevant Pricing Supplement;
  - #30">Maximum Redemption Amount has the meaning given in the relevant Pricing Supplement;
  - #30">Minimum Rate of Interest has the meaning given to it in the relevant Pricing Supplement;
  - #30">Minimum Redemption Amount has the meaning given in the relevant Pricing Supplement;
    - #30">Securities Settlement System means the clearing system operated by the National Bank of Belgium or any successor thereto;
    - #30">Securities Settlement System Regulations means Law of 6 August 1993 as amended, the Royal Decree of 26 May 1994 and the Royal Decree of 14 June 1994, each as amended and the rules of the Securities Settlement System and its annexes, as issued or modi...
  - #31">No Adjustment means that the relevant date shall not be adjusted in accordance with any Business Day Convention;
  - #31">Noteholder shall be construed in accordance with Condition 3;
  - #31">Optional Redemption Amount (Call) means, in respect of any Note, its principal amount or such other amount as may be specified in, or determined in accordance with, the relevant Pricing Supplement;
  - #31">Optional Redemption Amount (Put) means, in respect of any Note, its principal amount or such other amount as may be specified in, or determined in accordance with, the relevant Pricing Supplement;
  - #31">Optional Redemption Date (Call) has the meaning given in the relevant Pricing Supplement;
  - #31">Optional Redemption Date (Put) has the meaning given in the relevant Pricing Supplement;
  - #31">Participants means participants to the Securities Settlement System whose membership extends to securities such as the Notes;
  - #31">Person means any individual, company, corporation, firm, partnership, joint venture, association, organisation, State or agency of a State or other entity, whether or not having separate legal personality;
  - #31">Principal Financial Centre means, in relation to any currency, the principal financial centre for that currency provided, however, that in relation to euro, it means the principal financial centre of such Member State of the European Communities as i...
  - #31">Put Option Notice means a notice which must be delivered to the Paying Agent by any Noteholder wanting to exercise a right to redeem a Note at the option of the Noteholder;
  - #31">Rate of Interest means the rate or rates (expressed as a percentage per annum) of interest payable in respect of the Notes specified in the relevant Pricing Supplement or calculated or determined in accordance with the provisions of these Conditions ...
  - #31">Redemption Amount means, as appropriate, the Final Redemption Amount, the Optional Redemption Amount (Call), the Optional Redemption Amount (Put), the Early Termination Amount or such other amount in the nature of a redemption amount as may be specif...
  - #31">Reference Banks means the four major banks selected by the Calculation Agent in the market that are most closely connected with the Reference Rate;
  - #31">Reference Price has the meaning given in the relevant Pricing Supplement;
  - #31">Reference Rate has the meaning given in the relevant Pricing Supplement;
  - #31">Regular Period means:
    - #31">(a) in the case of Notes where interest is scheduled to be paid only by means of regular payments, each period from and including the Interest Commencement Date to but excluding the first Interest Payment Date and each successive period from and inclu...
    - #32">(b) in the case of Notes where, apart from the first Interest Period, interest is scheduled to be paid only by means of regular payments, each period from and including a Regular Date falling in any year to but excluding the next Regular Date, where R...
    - #32">(c) in the case of Notes where, apart from one Interest Period other than the first Interest Period, interest is scheduled to be paid only by means of regular payments, each period from and including a Regular Date falling in any year to but excluding...
  - #32">Relevant Date means, in relation to any payment, whichever is the later of (a) the date on which the payment in question first becomes due and (b) if the full amount payable has not been received in the Principal Financial Centre of the currency of p...
  - #32">Relevant Financial Centre has the meaning given in the relevant Pricing Supplement;
  - #32">Relevant Screen Page means the page, section or other part of a particular information service specified as the Relevant Screen Page in the relevant Pricing Supplement, or such other page, section or other part as may replace it on that information s...
  - #32">Relevant Time has the meaning given in the relevant Pricing Supplement;
  - #32">Royal Decree of 14 June 1994 means the Royal Decree of 14 June 1994 holding recognition of a clearing system with regard to the entry into effect of Chapter I of the law of 6 August 1993 on certain transactions in securities (Arrêté royal du 14 juin ...
  - #32">Royal Decree of 26 May 1994 means the Royal Decree of 26 May 1994 on the deduction of withholding tax (Arrêté royal du 26 mai 1994 relatif à la perception et à la bonification du précompte mobilier conformément au chapitre Ier de la loi du 6 août 199...
  - #32">Specified Currency has the meaning given in the relevant Pricing Supplement;
  - #32">Specified Denomination(s) has the meaning given in the relevant Pricing Supplement;
  - #32">Specified Office means Place Charles Rogier 11, 1210 Brussels, Belgium or such office as notified by the Paying Agent in accordance with Condition 15 (Agent);
  - #32">Specified Period has the meaning given in the relevant Pricing Supplement;
  - #32">TARGET Settlement Day means any day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET 2) System is open;
  - #32">Zero-Coupon Note means a Note specified as such in the relevant Pricing Supplement.
#33">3. Form
#33">4. Status
#33">5. Denominations of the Notes
#33">6. Fixed Rate Note Provisions
- #33">6.1 General
- #33">6.2 Accrual of interest
- #34">6.3 Fixed Coupon Amount
- #34">6.4 Calculation of interest amount
#34">7. Floating Rate Note and Index-Linked Interest Note Provisions
- #34">7.1 Application
- #34">7.2 Accrual of interest
- #34">7.3 Screen Rate Determination
  - #34">(a) if the Reference Rate is a composite quotation or customarily supplied by one entity, the Calculation Agent will determine the Reference Rate which appears on the Relevant Screen Page as of the Relevant Time on the relevant Interest Determination ...
  - #34">(b) in any other case, the Calculation Agent will determine the arithmetic mean of the Reference Rates which appear on the Relevant Screen Page as of the Relevant Time on the relevant Interest Determination Date;
  - #35">(c) if, in the case of (a) above, such rate does not appear on that page or, in the case of (b) above, fewer than two such rates appear on that page or if, in either case, the Relevant Screen Page is unavailable, the Calculation Agent will:
    - #35">(i) request the principal Relevant Financial Centre office of each of the Reference Banks to provide a quotation of the Reference Rate at approximately the Relevant Time on the Interest Determination Date to prime banks in the Relevant Financial Centr...
    - #35">(ii) determine the arithmetic mean of such quotations; and
  - #35">(d) if fewer than two such quotations are provided as requested, the Calculation Agent will determine the arithmetic mean of the rates (being the nearest to the Reference Rate, as determined by the Calculation Agent) quoted by major banks in the Princ...
- #35">7.4 ISDA Determination
  - #35">(a) the Floating Rate Option (as defined in the ISDA Definitions) is as specified in the relevant Pricing Supplement;
  - #35">(b) the Designated Maturity (as defined in the ISDA Definitions) is a period specified in the relevant Pricing Supplement; and
  - #35">(c) the relevant Reset Date (as defined in the ISDA Definitions) is either (i) if the relevant Floating Rate Option is based on the London inter-bank offered rate (LIBOR) for a currency, the first day of that Interest Period or (ii) if the relevant Fl...
- #35">7.5 Index-Linked Interest
- #36">7.6 Maximum or Minimum Rate of Interest
- #36">7.7 Calculation of Interest Amount
- #36">7.8 Calculation of other amounts
- #36">7.9 Publication
- #36">7.10 Notifications etc.
- #36">7.11 Benchmark Discontinuation
#41">8. Zero-Coupon Note Provisions
- #41">8.1 Application
- #41">8.2 Late payment on Zero-Coupon Notes
  - #41">(a) the Reference Price; and
  - #41">(b) the product of the Accrual Yield (compounded annually) being applied to the Reference Price on the basis of the relevant Day Count Fraction from (and including) the Issue Date to (but excluding) whichever is the earlier of (i) the day on which all...
#42">9. Range Accrual Notes
- #42">9.1 Application
- #42">9.2 Rate of Interest
#42">10. Redemption and Purchase
- #42">10.1 Scheduled redemption
- #42">10.2 Redemption at the option of the Issuer
- #42">10.3 Partial redemption
- #42">10.4 Redemption at the option of Noteholders
- #43">10.5 No other redemption
- #43">10.6 Early redemption of Zero-Coupon Notes
  - #43">(a) the Reference Price; and
  - #43">(b) the product of the Accrual Yield (compounded annually) being applied to the Reference Price from (and including) the Issue Date to (but excluding) the date fixed for redemption or (as the case may be) the date upon which the Note becomes due and p...
- #43">10.7 Purchase
- #43">10.8 Cancellation
#43">11. Payments
- #43">11.1 Method of payment
  - #43">(a) All payments in euro of principal or interest owing under the Notes shall be made through the Paying Agent and the Securities Settlement System in accordance with the Securities Settlement System Regulations and the Clearing Services Agreement.
  - #43">(b) All payments in any currency other than euro of principal or interest owing under the Notes shall be made through the Paying Agent, Euroclear, Clearstream, Frankfurt, SIX SIS, Monte Titoli and/or Interbolsa, or other participants in the Securities...
- #44">11.2 Payments subject to fiscal laws
- #44">11.3 Payment Date
#44">12. Taxation
- #44">12.1 All payments in respect of the Notes will be made without withholding or deduction for, or on account of, any present or future taxes, duties or charges of whatsoever nature, unless the Issuer, the National Bank of Belgium, the Paying Agent or an...
- #44">12.2 The Issuer, the National Bank of Belgium, the Paying Agent or any other person being required to make a tax deduction shall not constitute an Event of Default.
#44">13. Events of Default
- #44">13.1 Declaration of Acceleration
  - #44">(a) default in the payment of principal or interest in respect of the Notes and such default shall have continued for a period of 15 days (for principal) or seven days (for interest) of the due date for payment thereof;
  - #44">(b) default by the Issuer in the due performance or observance of any other obligation or provision under or in relation to the Notes, if such default is not cured within 30 days after written notice thereof, addressed to the Issuer by any Noteholder,...
  - #44">(c) default by the Issuer in the payment of any amount in respect of any other loan indebtedness of or assumed or guaranteed by the Issuer (which indebtedness has an aggregate principal amount of at least 30,000,000 or its equivalent in any other cur...
  - #45">(d) any representation, warranty or statement made by the Issuer in connection with this Offering Circular or the Notes is proved to have been incorrect in any material respect;
  - #45">(e) the Issuer is unable to, or admits its inability to, pay any indebtedness which has an aggregate principal amount of at least 30,000,000 or, shall declare a moratorium on any indebtedness or readjustment of any such indebtedness;
  - #45">(f) it becomes unlawful for the Issuer to perform any of its obligations under the Notes or any of its obligations under the Notes ceases to be valid, binding or enforceable,
- #45">13.2 Rescission of Declaration of Acceleration
#45">14. Meetings of Noteholders, Written Resolutions, Modifications and waivers
- #45">14.1 General
  - #45">(a) debt securities means the Notes and any other bills, bonds, debentures, notes or other debt securities issued by the Issuer in one or more series with an original stated maturity of more than one year, and includes any such obligation, irrespectiv...
  - #46">(b) cross-series modification means a modification involving (i) a series of Notes and (ii) the debt securities of one or more other series;
  - #46">(c) outstanding in relation to any Note means a Note that is outstanding for the purposes of Condition 14.10, and in relation to the debt securities of any other series will be determined in accordance with the applicable terms and conditions of that ...
  - #46">(d) reserved matter in relation to a series of Notes means the terms and conditions of such series of Notes (including the Pricing Supplement relating to such series of Notes) the modification of which would:
    - #46">(i) change the date on which any amount is payable on the Notes;
    - #46">(ii) reduce any amount, including any overdue amount, payable on the Notes;
    - #46">(iii) change the method used to calculate any amount payable on the Notes;
    - #46">(iv) reduce the redemption price for the Notes or change any date on which the Notes may be redeemed;
    - #46">(v) change the currency or place of payment of any amount payable on the Notes;
    - #46">(vi) impose any condition on or otherwise modify the Issuer's obligation to make payments on the Notes;
    - #46">(vii) change any payment-related circumstance under which the Notes may be declared due and payable prior to their stated maturity;
    - #46">(viii) change the seniority or ranking of the Notes;
    - #46">(ix) change any court to whose jurisdiction the Issuer has submitted or any immunity waived by the Issuer in relation to legal proceedings arising out of or in connection with the Notes;
    - #46">(x) change the principal amount of outstanding Notes or, in the case of a cross-series modification, the principal amount of debt securities of any other series required to approve a proposed modification in relation to the Notes, the principal amount...
    - #46">(xi) change the definition of a reserved matter,
  - #46">(e) non-reserved matter in relation to a series of Notes means any matter other than a reserved matter; and
  - #46">(f) series means a tranche of debt securities, together with any further tranche or tranches of debt securities that in relation to each other and to the original tranche of debt securities are (i) identical in all respects except for their date of is...
- #47">14.2 Convening meetings of Noteholders
  - #47">(a) may be convened by the Issuer at any time;
  - #47">(b) will be convened by the Issuer if an Event of Default in relation to the Notes has occurred and is continuing and a meeting is requested in writing by the holders of not less than 10% of the aggregate principal amount of the Notes then outstanding.
- #47">14.3 Quorum
  - #47">(a) The quorum at any meeting at which Noteholders will vote on a proposed modification of:
    - #47">(i) a reserved matter will be one or more persons present and holding not less than 66 2/3 % of the aggregate principal amount of the Notes then outstanding; and
    - #47">(ii) a non-reserved matter will be one or more persons present and holding not less than 50% of the aggregate principal amount of the Notes then outstanding.
  - #47">(b) The quorum for any adjourned meeting will be one or more Noteholders present and holding:
    - #47">(i) not less than 66 2/3 % of the aggregate principal amount of the Notes then outstanding in the case of a proposed reserved matter modification; and
    - #47">(ii) not less than 25% of the aggregate principal amount of the Notes then outstanding in the case of a non-reserved matter modification.
- #47">14.4 Written Resolutions
- #47">14.5 Non-Reserved Matters
  - #47">(a) the affirmative vote of a holder or holders of more than 50% of the aggregate principal amount of the outstanding Notes in such series represented at a duly called and quorate meeting of Noteholders; or
  - #47">(b) a written resolution signed by or on behalf of a holder or holders of more than 50% of the aggregate principal amount of the outstanding amount of the outstanding Notes in such series.
- #47">14.6 Reserved Matters
  - #47">(a) the affirmative vote of a holder or holders of not less than 75% of the aggregate principal amount of the outstanding Notes in such series represented at a duly called and quorate meeting of Noteholders; or
  - #48">(b) a written resolution signed by or on behalf of a holder or holders of not less than 66 2/3 % of the aggregate principal amount of the Notes then outstanding in such series.
- #48">14.7 Cross-Series Modifications
  - #48">(a) the affirmative vote of not less than 75% of the aggregate principal amount of the outstanding debt securities represented at duly called and quorate meetings of the holders of the debt securities of all series (taken in aggregate) that would be a...
  - #48">(b) a written resolution signed by or on behalf of the holder(s) of not less than 66 2/3 % of the aggregate principal amount of the outstanding debt securities of all the series (taken in aggregate) that would be affected by the proposed modification;
    - #48">(i) the affirmative vote of more than 66 2/3 % of the aggregate principal amount of the outstanding debt securities represented at separate duly called and quorate meetings of the holders of each series of debt securities (taken individually) that wou...
    - #48">(ii) a written resolution signed by or on behalf of the holder(s) of more than 50% of the aggregate principal amount of the then outstanding debt securities of each series (taken individually) that would be affected by the proposed modification.
- #48">14.8 Binding effect
- #48">14.9 Manifest error, technical amendments
  - #48">(a) to correct a manifest error or cure an ambiguity; or
  - #48">(b) if the modification is of a formal or technical nature or for the benefit of the Noteholders of such series.
- #48">14.10 Outstanding Notes; Notes controlled by the Issuer
  - #49">(a) the Note has previously been cancelled or delivered for cancellation or held for reissuance but not reissued;
  - #49">(b) the Note has previously been called for redemption in accordance with its terms or previously become due and payable at maturity or otherwise and the Issuer has previously satisfied its obligation to make all payments due in respect of the Note in...
  - #49">(c) the Note is held by the Issuer, by a department, ministry or agency of the Issuer, or by a corporation, trust or other legal entity that is controlled by the Issuer or a department, ministry or agency of the Issuer and, in the case of a Note held ...
    - #49">(i) the holder of a Note for these purposes is the entity legally entitled to vote the Note for or against a proposed modification or, if different, the entity whose consent or instruction is by contract required, directly or indirectly, for the legal...
    - #49">(ii) a corporation, trust or other legal entity is controlled by the Issuer or by a department, ministry or agency of the Issuer if the Issuer or any department, ministry or agency of the Issuer has the power, directly or indirectly, through the owner...
    - #49">(iii) the holder of a Note has autonomy of decision if, under applicable law, rules or regulations and independent of any direct or indirect obligation the holder may have in relation to the Issuer: (x) the holder may not, directly or indirectly, take...
#49">15. Agent
- #49">(a) the Issuer shall at all times maintain a Paying Agent that is a direct participant of the Securities Settlement System; and
- #50">(b) if a Calculation Agent is specified in the relevant Pricing Supplement, the Issuer shall at all times maintain a Calculation Agent; and
- #50">(c) if and for so long as the Notes are admitted to listing, trading and/or quotation by any competent authority, stock exchange and/or quotation system which requires the appointment of a paying agent in any particular place, the Issuer shall maintai...
#50">16. Notices
- #50">16.1 General
- #50">16.2 Option Notices
  - #50">(a) If the Call Option is specified in the relevant Pricing Supplement as being applicable, the Notes may be redeemed at the option of the Issuer in whole or, if so specified in the relevant Pricing Supplement, in part on any Optional Redemption Date ...
  - #50">(b) If the Put Option is specified in the relevant Pricing Supplement as being applicable, the Issuer shall, at the option of the holder of any Note redeem such Note on the Optional Redemption Date (Put) specified in the relevant Put Option Notice at ...
#51">17. Currency Indemnity
#51">18. Rounding
#51">19. Governing Law and Jurisdiction
- #51">19.1 Governing law
- #51">19.2 Waiver of immunity
  - #51">(a) The Issuer irrevocably and generally consents in respect of any suit, action or proceedings arising out of or in connection with the Programme or the Notes issued under the Programme to the giving of any relief or the issue of any process in conne...
  - #51">(b) Subject to the exception in paragraph (a) above, the Issuer irrevocably agrees not to claim and waives in connection with any proceedings which may be commenced in any of such courts with respect to the Programme or the Notes issued under the Prog...
- #52">19.3 Jurisdiction
#52">20. Prescription
#52">21. Further Issues
#59">
#63">
#64">
#65">
#65">
#66">RESPONSIBILITY
- #67">The following is a general description of the main Belgian tax consequences of acquiring, holding, redeeming and/or disposing of the Notes. It is restricted to the matters of Belgian taxation stated herein and is intended neither as tax advice nor as...
- #67">The summary provided below is based on the information provided in this Offering Circular and on Belgium's tax laws, regulations, resolutions and other public rules with legal effect, and the interpretation thereof under published case law, all as in ...
- #67">In this regard, interest means (i) the periodic interest income, (ii) any amount paid by, or on behalf of, the Issuer in excess of the issue price in respect of the relevant Notes (upon full or partial redemption whether or not at maturity, or upon pu...
- #67">Withholding Tax
- #69">Income Tax
- #74">Withholding tax
- #76">Selling restrictions
- #76">General
- #76">United States
- #77">United Kingdom
- #77">Other Restrictions and Amendments to Restrictions
#80">1. General Definitions
- #80">(a) debt securities means the Notes and any other bills, bonds, debentures, notes or other debt securities issued by the Issuer in one or more series with an original stated maturity of more than one year, and includes any such obligation, irrespectiv...
- #80">(b) zero-coupon obligation means a debt security that does not expressly provide for the accrual of interest, and includes the former component parts of a debt security that did expressly provide for the accrual of interest if that component part does...
- #80">(c) index-linked obligation means a debt security that provides for the payment of additional amounts linked to changes in a published index, but does not include a component part of an index-linked obligation that is no longer attached to that index-...
- #80">(d) series means a tranche of debt securities, together with any further tranche or tranches of debt securities that in relation to each other and to the original tranche of debt securities are (i) identical in all respects except for their date of is...
- #80">(e) outstanding in relation to any Note means a Note that is outstanding for the purposes of Section 2.7, and in relation to the debt securities of any other series means a debt security that is outstanding for purposes of Section 2.8.
- #80">(f) modification in relation to the Notes means any modification, amendment, supplement or waiver of the terms and conditions of the Notes, and has the same meaning in relation to the debt securities of any other series save that any of the foregoing ...
- #80">(g) cross-series modification means a modification involving (i) a series of Notes and (ii) the debt securities of one or more other series.
- #80">(h) reserved matter in relation to the Notes means any modification of the terms and conditions of the Notes that would:
  - #80">(i) change the date on which any amount is payable on the Notes;
  - #80">(ii) reduce any amount, including any overdue amount, payable on the Notes;
  - #80">(iii) change the method used to calculate any amount payable on the Notes;
  - #80">(iv) reduce the redemption price for the Notes or change any date on which the Notes may be redeemed;
  - #81">(v) change the currency or place of payment of any amount payable on the Notes;
  - #81">(vi) impose any condition on or otherwise modify the Issuer's obligation to make payments on the Notes;
  - #81">(vii) change any payment-related circumstance under which the Notes may be declared due and payable prior to their stated maturity;
  - #81">(viii) change the seniority or ranking of the Notes;
  - #81">(ix) change any court to whose jurisdiction the Issuer has submitted or any immunity waived by the Issuer in relation to legal proceedings arising out of or in connection with the Notes;
  - #81">(x) change the principal amount of outstanding Notes or, in the case of a cross-series modification, the principal amount of debt securities of any other series required to approve a proposed modification in relation to the Notes, the principal amount...
  - #81">(xi) change the definition of a reserved matter,
- #81">(i) non-reserved matter in relation to a series of Notes means any matter other than a reserved matter.
- #81">(j) holder in relation to a Note in dematerialised form means the person the Issuer is entitled to treat as the legal holder of the Note and in relation to any other debt security means the person the Issuer is entitled to treat as the holder of the d...
- #81">(k) record date in relation to any proposed modification means the date fixed by the Issuer for determining the holders of Notes and, in the case of a cross-series modification, the holders of debt securities of each other series that are entitled to ...
#81">2. Modification of Notes
- #81">2.1 Reserved Matter Modification
  - #81">(a) the affirmative vote of the holder(s) of not less than 75% of the aggregate principal amount of the outstanding Notes in such series represented at a duly called meeting of Noteholders; or
  - #81">(b) a written resolution signed by or on behalf of the holder(s) of not less than 66 2/3 % of the aggregate principal amount of the Notes then outstanding in such series.
- #81">2.2 Cross-Series Modification
  - #82">(a)
  - #82">(ii) a written resolution signed by or on behalf of the holder(s) of not less than 66 2/3 % of the aggregate principal amount of the outstanding debt securities of all the series (taken in the aggregate) that would be affected by the proposed modifica...
  - #82">and
    - #82">(b)
  - #82">(ii) a written resolution signed by or on behalf of the holder(s) of more than 50% of the aggregate principal amount of the then outstanding debt securities of each series (taken individually) that would be affected by the proposed modification.
- #82">2.3 Proposed Cross-Series Modification
- #82">2.4 Partial Cross-Series Modification
  - #82">(a) prior to the record date for the proposed cross-series modification, the Issuer has publicly notified holders of the Notes and other affected debt securities of the conditions under which the proposed cross-series modification will be deemed to ha...
  - #82">(b) those conditions are satisfied in connection with the proposed cross-series modification.
- #82">2.5 Non-Reserved Matter Modification
  - #83">(a) the affirmative vote of the holder(s) of more than 50% of the aggregate principal amount of the outstanding Notes in such series represented at a duly called meeting of Noteholders; or
  - #83">(b) a written resolution signed by or on behalf of the holder(s) of more than 50% of the aggregate principal amount of the outstanding Notes in such series.
- #83">2.6 Multiple Currencies, Index-Linked Obligations and Zero-Coupon Obligations
  - #83">(a) if the modification involves debt securities denominated in more than one currency, the principal amount of each affected debt security will be equal to the amount of euro that could have been obtained on the record date for the proposed modificat...
  - #83">(b) if the modification involves an index-linked obligation, the principal amount of each such index-linked obligation will be equal to its adjusted nominal amount;
  - #83">(c) if the modification involves a zero-coupon obligation that did not formerly constitute a component part of an index-linked obligation, the principal amount of each such zero-coupon obligation will be equal to its nominal amount or, if its stated m...
  - #83">(d) if the modification involves a zero-coupon obligation that formerly constituted a component part of an index-linked obligation, the principal amount of each such zero-coupon obligation that formerly constituted the right to receive:
    - #83">(i) a non-index-linked payment of principal or interest will be equal to its nominal amount or, if the stated maturity date of the non-index-linked payment has not yet occurred, to the present value of its nominal amount; and
    - #83">(ii) an index-linked payment of principal or interest will be equal to its adjusted nominal amount or, if the stated maturity date of the index-linked payment has not yet occurred, to the present value of its adjusted nominal amount; and
  - #83">(e) For purposes of this Section 2.6:
    - #83">(i) the adjusted nominal amount of any index-linked obligation and any component part of an index-linked obligation is the amount of the payment that would be due on the stated maturity date of that index-linked obligation or component part if its sta...
    - #83">(ii) the present value of a zero-coupon obligation is determined by discounting the nominal amount (or, if applicable, the adjusted nominal amount) of that zero-coupon obligation from its stated maturity date to the record date at the specified discou...
      - #84">(A) if the zero-coupon obligation was not formerly a component part of a debt security that expressly provided for the accrual of interest, the yield to maturity of that zero-coupon obligation at issuance or, if more than one tranche of that zero-coup...
      - #84">(B) if the zero-coupon obligation was formerly a component part of a debt security that expressly provided for the accrual of interest:
        #84">I. the coupon on that debt security if that debt security can be identified; or
        #84">II. if such debt security cannot be identified, the arithmetic average of all the coupons on all of the Issuer's debt securities (weighted by their principal amounts) referred to below that have the same stated maturity date as the zero-coupon obligat...
- #84">2.7 Outstanding Notes
  - #84">(a) the Note has previously been cancelled or delivered for cancellation or held for reissuance but not reissued;
  - #84">(b) the Note has previously been called for redemption in accordance with its terms or previously become due and payable at maturity or otherwise and the Issuer has previously satisfied its obligation to make all payments due in respect of the Note in...
  - #84">(c) the Note is held by the Issuer, by a department, ministry or agency of the Issuer, or by a corporation, trust or other legal entity that is controlled by the Issuer or a department, ministry or agency of the Issuer and, in the case of a Note held ...
    - #85">(i) the holder of a Note for these purposes is the entity legally entitled to vote the Note for or against a proposed modification or, if different, the entity whose consent or instruction is by contract required, directly or indirectly, for the legal...
    - #85">(ii) a corporation, trust or other legal entity is controlled by the Issuer or by a department, ministry or agency of the Issuer if the Issuer or any department, ministry or agency of the Issuer has the power, directly or indirectly, through the owner...
    - #85">(iii) the holder of a Note has autonomy of decision if, under applicable law, rules or regulations and independent of any direct or indirect obligation the holder may have in relation to the Issuer:
      - #85">(A) the holder may not, directly or indirectly, take instruction from the Issuer on how to vote on a proposed modification; or
      - #85">(B) the holder, in determining how to vote on a proposed modification, is required to act in accordance with an objective prudential standard, in the interest of all of its stakeholders or in the holder's own interest; or
      - #85">(C) the holder owes a fiduciary or similar duty to vote on a proposed modification in the interest of one or more persons other than a person whose holdings of Notes (if that person then held any Notes) would be deemed to be not outstanding under this...
- #85">2.8 Outstanding Debt Securities
- #85">2.9 Entities Having Autonomy of Decision.
  - #85">(a) is then controlled by the Issuer or by a department, ministry or agency of the Issuer;
  - #85">(b) has in response to an enquiry from the Issuer reported to the Issuer that it is then the holder of one or more Notes of such series; and
  - #85">(c) does not have autonomy of decision in respect of its holdings of Notes of such series.
- #86">2.10 Exchange and Conversion
#86">3. Calculation Agent
- #86">3.1 Appointment and Responsibility.
- #86">3.2 Certificate
  - #86">(a) listing the total principal amount of Notes and, in the case of a cross-series modification, debt securities of each other affected series outstanding on the record date for purposes of Section 2.7;
  - #86">(b) specifying the total principal amount of Notes and, in the case of a cross-series modification, debt securities of each other affected series that are deemed under Section 2.7(c) to be not outstanding on the record date; and
  - #86">(c) identifying the holders of the Notes and, in the case of a cross-series modification, debt securities of each other affected series, referred to in (b) above, determined, if applicable, in accordance with the provisions of Section 2.6.
- #86">3.3 Reliance
  - #86">(a) an affected Noteholder delivers a substantiated written objection to the Issuer in relation to the certificate before the vote on a proposed modification or the signing of a written resolution in relation to a proposed modification; and
  - #86">(b) that written objection, if sustained, would affect the outcome of the vote taken or the written resolution signed in relation to the proposed modification.
- #87">3.4 Publication
#87">4. NOTEHolder Meetings; Written Resolutions
- #87">4.1 General
- #87">4.2 Convening Meetings
  - #87">(a) may be convened by the Issuer at any time; and
  - #87">(b) will be convened by the Issuer if an event of default in relation to the Notes has occurred and is continuing and a meeting is requested in writing by the holders of not less than 10% of the aggregate principal amount of the Notes then outstanding.
- #87">4.3 Notice of Meetings
  - #87">(a) state the time, date and venue of the meeting;
  - #87">(b) set out the agenda and quorum for, and the text of any resolutions proposed to be adopted at, the meeting;
  - #87">(c) specify the record date for the meeting, being not more than five Business Days before the date of the meeting, and the documents required to be produced by a Noteholder in order to be entitled to participate in the meeting;
  - #87">(d) include the form of instrument to be used to appoint a proxy to act on a Noteholder's behalf;
  - #87">(e) set out any additional rules adopted by the Issuer for the convening and holding of the meeting and, if applicable, the conditions under which a cross-series modification will be deemed to have been satisfied if it is approved as to some but not a...
  - #87">(f) identify the person appointed as the calculation agent for any proposed modification to be voted on at the meeting.
- #88">4.4 Chair
  - #88">(a) by the Issuer; or
  - #88">(b) if the Issuer fails to appoint a chair or the person nominated by the Issuer is not present at the meeting, by holders of more than 50% of the aggregate principal amount of the Notes then outstanding represented at the meeting.
- #88">4.5 Quorum
  - #88">(a) a reserved matter will be one or more persons present and holding not less than 66 2/3 % of the aggregate principal amount of the Notes then outstanding; and
  - #88">(b) a matter other than a reserved matter will be one or more persons present and holding not less than 50% of the aggregate principal amount of the Notes then outstanding.
- #88">4.6 Adjourned Meetings
  - #88">(a) not less than 66 2/3 % of the aggregate principal amount of the Notes then outstanding in the case of a proposed reserved-matter modification; and
  - #88">(b) not less than 25% of the aggregate principal amount of the Notes then outstanding in the case of a non-reserved matter modification.
- #88">4.7 Written Resolutions
- #88">4.8 Entitlement to Vote
- #88">4.9 Voting
  - #89">(a) in the case of a cross-series modification involving debt securities denominated in more than one currency, the principal amount of each debt security will be determined in accordance with Section 2.6(a);
  - #89">(b) in the case of a cross-series modification involving an index-linked obligation, the principal amount of each such index-linked obligation will be determined in accordance with Section 2.6(b);
  - #89">(c) in the case of a cross-series modification involving a zero-coupon obligation that did not formerly constitute a component part of an index-linked obligation, the principal amount of each such zero-coupon obligation will be determined in accordanc...
  - #89">(d) in the case of a cross-series modification involving a zero-coupon obligation that did formerly constitute a component part of an index-linked obligation, the principal amount of each such zero-coupon obligation will be determined in accordance wi...
- #89">4.10 Proxies
- #89">4.11 Legal Effect and Revocation of a Proxy
- #89">4.12 Binding Effect
- #89">4.13 Publication
#89">5. Publication
- #89">5.1 Notices and Other Matters
  - #89">(a) on the website of the Issuer https://www.wallonie.be/en/finance;
  - #90">(b) through the Securities Settlement System; and
  - #90">(c) in such other manner as may be required by applicable law or regulation.
#90">6. Manifest error, technical amendments
- #90">(a) to correct a manifest error or cure an ambiguity; or
- #90">(b) if the modification is of a formal or technical nature or for the benefit of the Noteholders of such series.
- #91">Clearing and settlement of the Notes in EUR
- #91">Clearing and settlement of the Notes in foreign currencies
- #92">Transfer of Interests in the Notes