Obligation Vallonne 0.46% ( BE6285527246 ) en EUR

Société émettrice Vallonne
Prix sur le marché 100 %  ▲ 
Pays  Belgique
Code ISIN  BE6285527246 ( en EUR )
Coupon 0.46% par an ( paiement annuel )
Echéance 31/03/2023 - Obligation échue



Prospectus brochure de l'obligation Wallonne BE6285527246 en EUR 0.46%, échue


Montant Minimal 250 000 EUR
Montant de l'émission 25 000 000 EUR
Description détaillée La Wallonie est une région francophone de Belgique, située au sud du pays, comprenant les provinces de Liège, Namur, Hainaut, Luxembourg et Brabant wallon.

L'Obligation émise par Vallonne ( Belgique ) , en EUR, avec le code ISIN BE6285527246, paye un coupon de 0.46% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 31/03/2023







Execution copy
Offering Circular

Région wallonne
25,000,000,000
Euro Medium Term Note Programme
For the issuance of Euro Medium Term Notes
This offering circular dated 20 May 2022 (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 2021 (the 2021 Offering Circular), as from 20
May 2022. Any Notes issued or traded before 20 May 2022 are issued under the Programme pursuant to the 2021 Offering Circular,
the offering circular dated 20 May 2020 (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


EUI-1209719861v4







The date of this Offering Circular is 20 May 2022.
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 25,000,000,000 (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), Euronext Securities Milan S.p.A., Italy (Euronext Securities Milan), LuxCSD SA,
Luxembourg (LuxCSD), Euroclear France SA (Euroclear France) and Euronext Securities Porto SA, Portugal (Euronext Securities
Porto) 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.
EUI-1209719861v4







TABLE OF CONTENTS
Important Notice ................................................................................................................................................. 1
Risk Factors ........................................................................................................................................................ 4
Documents Incorporated by Reference ............................................................................................................ 16
Supplemental Offering Circular ....................................................................................................................... 17
Description of the Programme.......................................................................................................................... 18
Overview of the Programme ............................................................................................................................ 20
Form of the Notes ............................................................................................................................................. 26
Terms and Conditions of the Notes .................................................................................................................. 27
Use of Proceeds ................................................................................................................................................ 54
Description of the Issuer ................................................................................................................................... 55
Certification of Information ............................................................................................................................. 56
Form of Pricing Supplement ............................................................................................................................ 57
Taxation in Belgium ......................................................................................................................................... 69
Taxation in Luxembourg .................................................................................................................................. 77
Common Reporting Standard ........................................................................................................................... 78
Subscription and Sale ....................................................................................................................................... 79
General Information ......................................................................................................................................... 81
Provisions for Meetings of Noteholders ........................................................................................................... 83
Clearing and Settlement of the Notes ............................................................................................................... 94

EUI-1209719861v4






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 2022 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 2022 is 25,000,000,000 (or the equivalent in foreign currencies). Notes
issued or traded before 20 May 2022 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, the 2020 Offering Circular or the 2021 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.
EUI-1209719861v4
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.

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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 EU Benchmarks
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 EU Benchmarks Regulation. Not every reference rate will fall within the
scope of the EU Benchmarks Regulation. Transitional provisions in the EU Benchmarks 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 EU Benchmarks 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.
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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
Since early 2020, the Covid-19 pandemic has created extreme economic volatility which has had a significant
impact on markets globally due to the quarantines, travel restrictions, and the temporary and prolonged closure
of stores and business facilities in order to mitigate the further spread and rate of infections. The medium to
long-term economic impact of the Covid-19 pandemic is still uncertain and the rate of economic recovery
could vary significantly between and even within markets, including in the Eurozone, Belgium and the Issuer.
Covid-19 has caused and may continue to cause in the future increased volatility and declines in financial
markets, as well as any future epidemics or pandemics, and government responses thereto.
In particular, the spread of Covid-19 has led and may continue 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
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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.
Adjusted 2021
During the adjusted 2021 budget, voted in Parliament in July 2021, the impact of the Covid-19 crisis on the
finances of the Walloon Region for the year 2021 was estimated at EUR 1.9 billion including:
- a drop in revenue attributable to the Covid-19 crisis of around EUR 181 million;
- expenditure related to the health crisis amounting to EUR 1.7 billion.
Executed 2021
Based on the executions as at 31 December 2021, the provisional amounts used in the context of the Covid-19
crisis amount to EUR 1.8 billion (i.e. EUR 1.6 billion of Covid-19 expenditure and EUR 220 million of
reduction in Covid-19 revenue). However, budgetary resources initially allocated to Covid-19 expenses have
been reallocated to expenses related to the floods of July 2021 (i.e. execution of expenses attributable to the
floods in 2021 in the amount of EUR 505 million, excluding insurers).
Initial 2022
On 31 March 2022, the impact of the crisis on Walloon public finances is estimated at EUR 364 million. This
amount is broken down as follows:
- a decrease in revenue of around EUR 11 million following the sharp downward revision of
macroeconomic parameters;
- expenditure attributable to the Covid-19 crisis of more than EUR 353 million including all the
measures.
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.
Adverse impact of the effects of Russia's invasion of Ukraine
Russia's recent invasion of Ukraine and the escalating military conflict in the region has, amongst other things,
resulted in elevated geopolitical instability and economic volatility. Global tensions, particularly between
Russia, the US and a number of European states, have heightened significantly as a result of the invasion. The
broader geopolitical and economic consequences of the invasion are difficult to predict. Beginning in February
2022, the EU, UK and US, in a coordinated effort and joined by several other countries, imposed a variety of
new sanctions with respect to certain regions of Ukraine, Russia and various Russia-related parties. Continued,
and any further escalation of, hostilities could result in elevated geopolitical instability, additional trade
restrictions (including retaliatory actions taken by Russia in response to sanctions and other restrictive
measures imposed against it), disruptions to global supply chains, increases in energy prices with flow-on
global inflationary impacts, adverse impacts on markets and a downturn in the global economy. The situation
remains highly uncertain and there may be additional risks to the Issuer arising out of the described conflict.
The Issuer may not be able to refinance its indebtedness on favourable terms or at all, and/or service its
indebtedness
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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", "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, 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.
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 or certification is issued (including any second-party opinion on any
green, social or sustainable finance framework prepared by the Issuer), 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 or certification, and/or the information provided in it. For the avoidance of doubt, any such
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opinion or certification is not, nor shall be deemed to be, incorporated in and/or form part of this Offering
Circular. 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
or social opinion, where issued, or any loss of qualification as Green Bond, Social Bond or Sustainability 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.
Furthermore, it should be noted that there is currently no single definition (legal, regulatory or otherwise) of,
nor market consensus as to what constitutes, a "green", "social", "sustainable", or an equivalently labelled
project, activity or asset or as to what precise attributes are required for a particular project, activity or asset to
be defined as ESG or such other equivalent label, nor can any assurance be given that such a clear definition
or consensus will develop over time. 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. The Taxonomy
Regulation provides for a classification system which should allow companies, investors and policymakers to
assess which economic activities can be considered environmentally sustainable. 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. These delegated acts are
aimed at supporting sustainable investment by making it clearer which economic activities most contribute to
meeting the EU's environmental objectives included in the Taxonomy Regulation.
On 9 December 2021, the first delegated act (the First EU Taxonomy Climate Delegated Act) was published
in the Official Journal and is applicable from 1 January 2022. The First EU Taxonomy Climate Delegated Act
sets out technical screening criteria for economic activities in the sectors that are most relevant for contributing
to the first two environmental objectives included in the Taxonomy Regulation: climate change mitigation and
climate change adaptation. Included sectors are amongst others energy, forestry, manufacturing, transport and
buildings. Following the Taxonomy Regulation, companies subject to the non-financial reporting directive
will additionally have to disclose information on how, and to what extent, their activities align with those
considered environmentally sustainable in the taxonomy. On 10 December 2021 the EU Commission's
Delegated Act and Annexes setting out the content, methodology and presentation of information to be
disclosed by undertakings concerning the proportion of environmentally sustainable economic activities in
their business, investments or lending activities was published in the Official Journal (the Disclosure
Delegated Act). From the financial year 2022, the Disclosure Delegated Act will apply for non-financial
undertakings with first reporting obligations on taxonomy-alignment as from 1 January 2023.
For the four other environmental objectives, a delegated act is expected to be published by the end of 2022
and to apply by the end of 2022. On 2 February 2022, the EU Commission approved the text for a second
delegated act, including technical screening criteria under which additional economic activities such as nuclear
and gas energy activities could be considered to qualify as contributing to the environmental objectives of
climate change mitigation or adaptation (the Complementary Climate Delegated Act). It was formally
adopted in all EU official languages on 9 March and transmitted to the co-legislators for their scrutiny on 10
March. The Complementary Climate Delegated Act is expected to come into effect as of 1 January 2023. In
addition, on 28 February 2022 the Platform on Sustainable Finance has released its report on the inclusion of
social objectives in the EU taxonomy framework. The European Commission has not taken a decision yet on
whether to proceed in this area.
On 6 July 2021, the European Commission published the European Green Bond Standard (the EU Green
Bond Standard) proposal with the aim to scale up and raise the environmental ambitions of the green bond
market. No assurance is or can be given that the Notes will comply with the EU Green Bond Standard once
finalised and adopted.
In light of the continuing development of legal, regulatory and market conventions in the green and
sustainable market, there is a risk that the Notes will not satisfy, whether in whole or in part, any
future legislative or regulatory requirements, or any present or future investor expectations or
requirements with respect to investment criteria or guidelines with which any investor or its
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