Obligation Wallonie Région 1.741% ( BE6285675755 ) en EUR

Wallonie Région

100 % ⇌

Belgique

BE6285675755 ( en EUR )

1.741% par an ( paiement annuel )

07/04/2039 - Obligation échue

Prospectus brochure de l'obligation Wallonne Région BE6285675755 en EUR 1.741%, échue

La Wallonie est une région de langue française située au sud de la Belgique, caractérisée par une économie diversifiée incluant des secteurs industriels, agricoles et touristiques.

L'Obligation émise par Wallonie Région ( Belgique ) , en EUR, avec le code ISIN BE6285675755, paye un coupon de 1.741% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 07/04/2039

Offering Circular

Région wallonne
3,000,000,000
Euro Medium Term Note Programme
For the issuance of Euro Medium Term Notes
This offering circular dated 22 June 2015 (the Offering Circular) constitutes a simplified base prospectus for the purposes of
Chapter 2 of Part III of the Luxembourg Act dated 10 July 2005 on prospectuses for securities, as amended (the Luxembourg Act).
It does not constitute a prospectus pursuant to Part II of the Luxembourg Act implementing Directive 2003/71/EC (as amended by
Directive 2010/73/EU of 24 November 2010) (the Prospectus Directive) into Luxembourg law and does not constitute a prospectus
for purposes of Article 20 of the Law of 16 June 2006 regarding the public offer of investment instruments and the admission to
trading of investment instruments on regulated markets (Loi du 16 juin 2006 relative aux offres publiques d'instruments de placement
et aux admissions d'instruments de placement à la négociation sur des marchés réglementés) (as may be amended from time to time)
(the Law of 16 June 2006). Accordingly, this Offering Circular does not purport to meet the format and the disclosure requirements
of the Prospectus Directive and Commission Regulation (EC) No 809/2004 implementing the Prospectus Directive (as amended),
and it has not been, and will not be, submitted for approval to any competent authority within the meaning of the Prospectus
Directive (which for Luxembourg is the Commission de Surveillance du Secteur Financier). The Notes issued pursuant to this
Offering Circular will therefore not qualify for the benefit of the single European passport to the Prospectus Directive.
This Offering Circular shall supersede and replace the offering circular dated 25 June 2013 (the 2013 Offering Circular) as from 22
June 2015. Any Notes issued or traded before 22 June 2015 are issued under the Programme pursuant to the 2013 Offering Circular
or the offering circular dated 2 May 2012 (the 2012 Offering Circular), as relevant.
CO-ARRANGERS

DEALERS
BNP PARIBAS FORTIS SA/NV
ING
BELFIUS BANK SA/NV
GOLDMAN SACHS INTERNATIONAL
BARCLAYS
HSBC
CBC BANQUE SA
KBC BANK NV

The date of this Offering Circular is 22 June 2015.

Under 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, 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 3,000,000,000 (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 during a period of up to 12 months from the date of this Offering
Circular for Notes (as defined below) issued under the Euro Medium Term Note Programme described in this Offering Circular (the
Programme) to be listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on the regulated market of
the Luxembourg Stock Exchange. The regulated market of the Luxembourg Stock Exchange (Bourse de Luxembourg) is a regulated
market for the purposes of the Directive 2004/39/EC of 21 April 2004 (each such market being a Regulated Market). 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 (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). Euroclear Bank NV/SA as operator of
the Euroclear System (Euroclear) and Clearstream Banking, société anonyme, Luxembourg (Clearstream, Luxembourg) maintain
accounts in the Securities Settlement System. 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)
and will only be sold outside the United States in offshore transactions in reliance on Regulation S under the Securities Act and,
absent registration under the Securities Act, may only be offered or sold in the United States to an available exemption from such
registration requirements.

TABLE OF CONTENTS
Important Notice ................................................................................................................................................. 1
Risk Factors ........................................................................................................................................................ 3
Documents Incorporated by Reference .............................................................................................................. 5
Supplemental Offering Circular ......................................................................................................................... 6
Description of the Programme............................................................................................................................ 7
Overview of the Programme .............................................................................................................................. 9
Form of the Notes ............................................................................................................................................. 15
Terms and Conditions of the Notes .................................................................................................................. 16
Description of the Issuer ................................................................................................................................... 39
Certification of Information ............................................................................................................................. 40
Form of Pricing Supplement ............................................................................................................................ 41
Taxation in Belgium ......................................................................................................................................... 51
Taxation in Luxembourg .................................................................................................................................. 55
Subscription and Sale ....................................................................................................................................... 57
General Information ......................................................................................................................................... 59
Provisions for Meetings of Noteholders ........................................................................................................... 61
Clearing and Settlement of the Notes ............................................................................................................... 72

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 either 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) or under the form of
dematerialised treasury notes (billets de trésorerie) governed by the law of 22 July 1991 on treasury notes
and certificates of deposit (Loi relative aux billets de trésorerie et aux certificats de dépôt) (the Law of 22
July 1991) and the Royal Decree of 14 October 1991 on the same subject, all as amended from time to time.
The Notes cannot 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.
This Offering Circular includes the "prospectus" referred to in Article 5 of the Law of 22 July 1991.
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 22 June 2015 will be issued under the terms of this
Offering Circular and the relevant Pricing Supplement. Notes issued or traded before 22 June 2015 are
issued under the Programme pursuant to the 2012 Offering Circular or the 2013 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

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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.
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) and will only be sold outside the United States in offshore transactions in
reliance on Regulation S under the Securities Act and, absent registration under the Securities Act, may only
be offered or sold in the United States to an available exemption from such registration requirements.
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, one or more Dealers could
be appointed as stabilisation manager(s) (hereinafter the Stabilising Managers) in the relevant Pricing
Supplement. Stabilising Managers or any person acting for them 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 Managers (or any person
acting for them) 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

RISK FACTORS
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 understand the specific merits and risks of a sovereign
issuer and Région wallonne in particular as regards, inter alia, the impact of the general economic
climate on the Belgian banks and on the future financing needs for the sovereigns, the current
challenges of the sovereign issuers of the Euro zone, the possible difficulty to obtain or enforce
judgments against sovereign regions and the precise scope of the "butterfly agreement" (the 6th State
Reform in Belgium) (the Butterfly Agreement) and its impact on the competence transfers and on
the new finance act;
(b)
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;
(c)
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;
(d)
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;
(e)
understand 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;
(f)
understands thoroughly that in the event of a default by Région wallonne, they might not receive the
amounts to which they would have been entitled to and could lose all or part of the capital invested;
(g)
understands thoroughly the terms of the Notes and be familiar with the behaviour of any relevant
indices, credit risks and financial markets; and
(h)
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.
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 should consult their legal
advisors or the appropriate regulators to determine the appropriate treatment of Notes under any applicable
risk-based capital or similar rules.

3

Secondary market prices of bonds are affected by many factors, including prevailing interest rates and
expectations thereof. Notes - especially long-dated notes - may therefore trade periodically at prices below
their issue prices, implying a loss for noteholders who dispose of notes prior to their stated maturity. In
addition, noteholders may find it difficult to sell bonds prior to their stated maturity at a price that reflects the
bondholder's opinion of the "fair value" of the notes. They may find that no dealer, or only the dealer from
whom they originally bought the notes, is prepared to quote a price to buy notes in the secondary market.
This is likely to be the case to a greater extent for notes with a relatively small aggregate outstanding
amount.
The credit rating of the Issuer may not reflect all risks affecting the Notes. The credit ratings assigned to the
Issuer may not reflect the potential impact of all risks related to structure, market and other factors that may
affect the value of the Notes issued under the Programme. A credit rating is not a recommendation to buy,
sell or hold securities and may be revised or withdrawn by the credit rating agency at any time.
Prospective investors are urged to consult their own tax advisers concerning the detailed and overall tax
consequences of acquiring, redeeming and or disposing of the Notes. Investors should note that the Terms
and Conditions of the Notes do not include a tax gross-up provision.
Prospective investors should note that the Terms and Conditions of the Notes contain a "collective action
clause". These provisions permit defined majorities to bind all Noteholders including Noteholders who did
not attend and vote at the relevant meeting and Noteholders who voted in a manner contrary to the majority.
The risks described above are not the only ones that Région wallonne faces or that relate to an investment in
the Notes. 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.

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DOCUMENTS INCORPORATED BY REFERENCE
This Offering Circular should be read and construed together with any amendments or supplements to this
Offering Circular, the relevant Pricing Supplement, the description of the Issuer that is included in a separate
document dated 22 June 2015 (the Description of the Issuer) that is available on the website of the Issuer at
www.wallonie.be/financement and on the website of the Luxembourg Stock Exchange at www.bourse.lu, the
budget of the Issuer as annually determined in the Decrees of the Région wallonne on the Région wallonne
budget for the respective budget year (Décret contenant le budget des recettes de la Région wallonne pour
l'année budgétaire respective, le Décret contenant le budget des dépenses de la Région wallonne pour
l'année budgétaire respective et l'exposé general sur le budget des recettes et des dépenses de la Région
wallonne pour l'année budgétaire respective) (the Budget), the reports of the National Audit Office (Cour
des Comptes) on the budget deliberation, the reports of the section "Financing requirements of the public
authorities" of the High Council of Finance (Conseil Supérieur des Finances) on the financing needs and the
budgetary objectives of the Regions and Communities (Avis sur la trajectoire budgétaire en préparation du
programme de stabilité 2013-2016 and Avis sur la trajectoire budgétaire en préparation du programme de
stabilité 2015-2018), the debt annual report of the Issuer and the "Terms and Conditions of the Notes"
included in the 2012 Offering Circular and the 2013 Offering Circular, which documents shall be deemed to
be incorporated in, and to form part of, this Offering Circular and (other than the "Terms and Conditions of
the Notes" included in the 2012 Offering Circular and the 2013 Offering Circular) which shall be deemed to
modify or supersede the contents of this Offering Circular to the extent that a statement contained in any
such document is inconsistent with such contents. All documents incorporated by reference in this Offering
Circular are available on the website of the Issuer at www.wallonie.be/financement and on the website of the
Luxembourg Stock Exchange at www.bourse.lu or may be obtained, free of charge, at the office of the
Paying Agent set out at the end of this Offering Circular during normal business hours so long as any of the
Notes are outstanding.
Any non-incorporated parts of a document referred to herein are either deemed not relevant for an investor or
are otherwise elsewhere covered in this Offering Circular.

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SUPPLEMENTAL OFFERING CIRCULAR
The Issuer has given an undertaking to the Dealers and the Luxembourg Stock Exchange that if at any time
during the duration of the Programme, there is a significant change affecting any matter contained in this
Offering Circular (including the "Terms and Conditions of the Notes") whose inclusion would reasonably be
required by investors and their professional advisers, and would reasonably be expected by them to be found
in this Offering Circular, for the purpose of making an informed assessment of the assets and liabilities,
financial position and prospects of the Issuer, and the rights attaching to the Notes, the Issuer shall prepare an
amendment or supplement to this Offering Circular or publish a replacement offering circular for use in
connection with any subsequent offering of Notes and shall supply to each Dealer and the Luxembourg
Stock Exchange such number of copies of such amendment or supplement hereto as such Dealer may
reasonably request.
Furthermore, following the publication of this Offering Circular a supplement may be prepared by the Issuer
and approved by the Luxembourg Stock Exchange in accordance with Part III, Chapter 2, Article 55 of the
Luxembourg Act. Statements contained in any such supplement (or contained in any document incorporated
by reference therein) shall, to the extent applicable (whether expressly, by implication or otherwise), be
deemed to modify or supersede statements contained in this Offering Circular or in a document which is
incorporated by reference in this Offering Circular.
All documents prepared in connection with the listing of the Programme will be available at the Specified
Office of the Domiciliary Agent.

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DESCRIPTION OF THE PROGRAMME
General
The Notes will be issued by the Issuer on a continuous basis in series (each a Series) having one or more
issue dates and on terms otherwise identical (or identical other than in respect of the first payment of
interest), the Notes of each Series being intended to be interchangeable with all other Notes of that Series.
Each Series may be issued in tranches (each a Tranche) on the same or different issue dates. The specific
terms of each Tranche (which will be supplemented, where necessary, with supplemental terms and
conditions and, save in respect of the issue date, issue price, first payment of interest and principal amount of
the Tranche, will be identical to the terms of other Tranches of the same Series) will be set forth in the
applicable pricing supplement (the Pricing Supplement). This Pricing Supplement will constitute final
terms for the purpose of the Luxembourg Act.
The Issuer may from time to time (and within the framework of this Offering Circular) issue Notes which are
Fixed Rate Notes, Floating Rate Notes, Index-Linked Notes, Zero-Coupon Notes, Range Accrual Notes and
any other form of Notes to be issued at the discretion of the Issuer, denominated in any currency as
determined in accordance with this Offering Circular (and the relevant Pricing Supplement). The Notes will
have maturities between one month and 50 years as specified in the relevant Pricing Supplement.
The applicable terms of the Notes will be agreed between the Issuer and the relevant Dealer prior to the issue
of the Notes and will be specified in the relevant Pricing Supplement. All amendments and supplements to
this Offering Circular prepared by the Issuer from time to time shall be deemed to be incorporated in, and to
form part of, this Offering Circular, provided however, that any statement contained in this Offering Circular
or in any of the documents incorporated by reference in, or forming part of, this Offering Circular (such as
but not limited to the Pricing Supplement) shall be deemed to be modified or superseded for the purpose of
this Offering Circular to the extent that a statement contained in any document subsequently incorporated by
reference modifies or supersedes such statement.
The Issuer will, at the Specified Office of the Paying Agent (as defined below), provide, free of charge, upon
written request, a copy of this Offering Circular and of the relevant Pricing Supplement. Written requests for
such documents should be directed to the Specified Office of the Paying Agent.
Listing
Application may be made to the Luxembourg Stock Exchange during a period of 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 admitted to trading on the regulated market of the Luxembourg
Stock Exchange. The regulated market of the Luxembourg Stock Exchange is a regulated market for the
purposes of the Directive 2004/39/EC of 21 April 2004 (each such market being a Regulated Market). The
Programme also permits 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 (or any other stock exchange).
Dealers
The Issuer may appoint one or more persons as Dealer(s) for the purpose of purchasing a specific tranche of
Notes as principal (on either a syndicated or non-syndicated basis) for resale to others. Such appointment
shall be limited to the tranche in respect of which such person(s) is (are) appointed Dealer(s) and shall not
extend to other tranches.

7