Obligation Ghelamco Invest NV 4.25% ( BE6318639596 ) en EUR

Ghelamco Invest NV

100 % ⇌

Belgique

BE6318639596 ( en EUR )

4.25% par an ( paiement annuel )

21/01/2027

Prospectus brochure de l'obligation Ghelamco Invest NV BE6318639596 en EUR 4.25%, échéance 21/01/2027

100 000 EUR

20 000 000 EUR

21/01/2025 ( Dans 251 jours )

L'Obligation émise par Ghelamco Invest NV ( Belgique ) , en EUR, avec le code ISIN BE6318639596, paye un coupon de 4.25% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 21/01/2027

Ghelamco Invest NV
EUR 250,000,000 Euro Medium Term Note Programme
Guaranteed by Ghelamco Group Comm. VA
Ghelamco Invest NV, a limited liability company (naamloze vennootschap/société anonyme) incorporated under Belgian law, having its registered
office at Zwaanhofweg 10, 8900 Ieper, Belgium, registered with the Crossroads Bank for Enterprises under number VAT BE0431.572.596,
commercial court of Ghent, subdivision Ieper (the "Issuer") may from time to time issue Euro Medium Term Notes (the "Notes"), subject to
compliance with all relevant laws, regulations and directives, under the EUR 250,000,000 Euro Medium Term Note Programme (the "Programme")
described in this base prospectus dated 11 December 2019 (the "Base Prospectus"). The Notes will be unconditionally and irrevocably guaranteed
by Ghelamco Group Comm. VA, a partnership limited by shares (commanditaire vennootschap op aandelen/société en commandite par actions)
incorporated under Belgian law, having its registered office at Zwaanhofweg 10, 8900 Ieper, Belgium, registered with the Crossroads Bank for
Enterprises under number VAT BE0879.623.417, commercial court of Ghent, subdivision Ieper (the "Guarantor"). The Notes issued under the
Programme may be Fixed Rate Notes or Floating Rate Notes (each as defined below) or a combination of any of the foregoing. The Notes will be
issued in the Specified Denomination(s) specified in the applicable Final Terms. The minimum Specified Denomination of Notes shall be EUR
100,000 (and integral multiples thereof). The Notes have no maximum Specified Denomination. The aggregate nominal amount of Notes outstanding
will not at any time exceed EUR 250,000,000.
The Base Prospectus has been approved on 11 December 2019 by the Commission de Surveillance du Secteur Financier (the "CSSF") in
Luxembourg in its capacity as competent authority under the Regulation (EU) 2017/1129 (the "Prospectus Regulation"). The CSSF has only
approved this Base Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation.
Such an approval should not be considered as an endorsement of the Issuer that is the subject of this Base Prospectus nor as an endorsement of the
quality of any Notes. In accordance with Article 6 (4) of the Luxembourg Law of 16 July 2019 on prospectuses for securities, the CSSF does not
make any representation as to the economic or financial opportunity of the issue of the Notes nor as to the quality and solvency of the Issuer or the
Guarantor. Investors should make their own assessment as to the suitability of investing in such Notes. This Base Prospectus is valid for 12 months
from its date in relation to Notes which are to be admitted to trading on a regulated market in the European Economic Area (the "EEA")
and/or offered to the public in the EEA other than in circumstances where an exemption is available under Article 1(4) and/or Article 3(2)
of the Prospectus Regulation. The obligation to supplement this Base Prospectus in the event of a significant new factor, material mistake
or material inaccuracy does not apply when this Base Prospectus is no longer valid.
Application has been made to the Luxembourg Stock Exchange for the Notes issued under the Programme to be admitted to trading on the
Luxembourg Stock Exchange's Regulated Market and to be listed on the Official List of the Luxembourg Stock Exchange. The Luxembourg Stock
Exchange's Regulated Market is a regulated market for the purposes of the Markets in Financial Instruments Directive 2014/65/EU, as amended
("MiFID II") appearing on the list of regulated markets issued by the European Commission (the "Regulated Market"). References in this Base
Prospectus to the Luxembourg Stock Exchange (the "Luxembourg Stock Exchange") or to the Notes being "listed" and all related references shall
mean that such Notes are intended to be listed and admitted to trading on the Luxembourg Stock Exchange's regulated market and are intended to
be listed on the official list of the Luxembourg Stock Exchange. However, unlisted Notes may be issued pursuant to the Programme.
The Notes will be issued in dematerialised form in accordance with the provisions of the Belgian Companies Code (Wetboek van
Vennootschappen/Code des Sociétés dated 7 May 1999) (the "1999 Belgian Companies Code"), as amended or replaced from time to time, including
with effect from its applicable effective date, by the Belgian Wetboek van vennootschappen en verenigingen/Code des sociétés et des associations
dated 23 March 2019, as amended from time to time (the "2019 Belgian Companies and Associations Code")) (the "Belgian Companies Code"),
and cannot be physically delivered. The Notes will be represented exclusively by book entries in the records of the securities settlement system
operated by the National Bank of Belgium (the "NBB") or any successor thereto (the "Securities Settlement System"). The Notes issued in
dematerialised form and settled through the Securities Settlement System may be eligible as ECB collateral, provided that the applicable ECB
eligibility requirements are met. The obligations of the Issuer under the Notes shall, save for such exceptions as may be provided by applicable
legislation and subject to Condition 3 (Negative Pledge), at all times rank at least equally and rateably with all other present and future unsecured
and unsubordinated obligations of the Issuer.
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and whether the Notes will
be listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on the regulated market of the Luxembourg Stock Exchange
(or any other stock exchange) and certain other information which is applicable to each Tranche of Notes will be set out in a final terms document
(the "Final Terms"). Copies of the Final Terms in relation to Notes to be listed on the Luxembourg Stock Exchange will be published on the website
of the Luxembourg Stock Exchange (www.bourse.lu). Tranches of Notes to be issued under the Programme may be rated or unrated. 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 may not be suitable for all investors. Investors risk to lose all or part of their investment in the Notes.
Prospective investors should read the Base Prospectus in its entirety and should have regard to the factors described under the section headed "Risk
Factors" in this Base Prospectus on page 13. Base Prospectus dated 11 December 2019 for purposes of the listing of the Notes.
Arranger
SOCIÉTÉ GÉNÉRALE CORPORATE & INVESTMENT BANKING
Dealer
SOCIÉTÉ GÉNÉRALE CORPORATE & INVESTMENT BANKING

IMPORTANT INFORMATION
This Base Prospectus comprises a base prospectus for the purposes of Article 8 of the Prospectus Regulation and
for the purpose of giving the necessary information which is material to an investor for making an informed
assessment of the assets and liabilities, financial position, profit and losses and prospects of the Issuer, the rights
attaching to the Notes and the reasons for the issuance of the Notes and its impact on the Issuer and the Guarantor.
Where reference is made to the "Terms and conditions of the Notes" or to the "Conditions", reference is made to
the Terms and Conditions of the Notes as set out in Part IV (Terms and conditions of the Notes) of the Base
Prospectus and, in relation to any Series of Notes, to the Terms and Conditions of the Notes (as set out in Part IV
(Terms and conditions of the Notes) together with the relevant Final Terms of that Series. Where reference is made
to the "subsidiaries", reference is made to a subsidiary within the meaning of Article 6 of the 1999 Belgian
Companies Code and, with effect from its applicable effective date, Article 1:15 of the 2019 Belgian Companies
and Associations Code.
Each of the Issuer and the Guarantor, having their registered office at Zwaanhofweg 10, 8900 Ieper, Belgium (the
"Responsible Persons") accepts responsibility for the information contained in this Base Prospectus and any
supplements of the Base Prospectus. The Issuer will be responsible for all the information contained therein. The
Guarantor will only be responsible for the information relating to itself and the Guarantee. To the best of the
knowledge of the Issuer and the Guarantor (the latter however only with respect to the information for which it is
responsible), the information contained in this Base Prospectus is in accordance with the facts and does not omit
anything likely to affect the import of such information.
This Base Prospectus is to be read in conjunction with all documents which are enclosed in Annex (see Part III
"Documents enclosed in Annex" of the Base Prospectus).
No person is or has been authorised to give any information or to make any representation other than those
contained in and consistent with this Base Prospectus in connection with the issue or sale of the Notes and,
if given or made, such information or representation must not be relied upon as having been authorised by
or on behalf of the Issuer, the Guarantor or the Dealers or the Arranger. Neither the delivery of this Base
Prospectus nor any sale made in connection herewith shall, under any circumstances, create any implication
that there has been no change in the affairs of the Issuer or the Guarantor or their subsidiaries since the
date hereof or the date upon which this Base Prospectus has been most recently amended or supplemented
or that there has been no adverse change, nor any event likely to involve any material change, in the
condition (financial or otherwise) of the Issuer or the Guarantor or their subsidiaries, since the date hereof
or the date upon which this Base Prospectus has been most recently amended or supplemented or that any
other information contained in it or supplied in connection with the Programme is correct as of any time
subsequent to the date on which it is supplied or, if different, the date indicated in the document containing
the same.
The distribution of this Base Prospectus and the offering or sale of the Notes in certain jurisdictions may
be restricted by law. Persons into whose possession this Base Prospectus comes are required by the Issuer,
the Guarantor, the Dealers and the Arranger to inform themselves about and to observe any such
restriction. The Notes and the Guarantee have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state or other
jurisdiction of the United States. The Notes will be offered and sold solely outside the United States to non
U.S. persons in reliance on Regulation S under the Securities Act ("Regulation S"). Subject to certain
exceptions, Notes may not be offered, sold or delivered within the United States or to, or for the account or
benefit of U.S. persons (as defined in Regulation S). For a description of certain restrictions on offers and
sales of Notes and on the distribution of this Base Prospectus, see Part XV (Subscription and Sale) of the
Base Prospectus.
If the Prohibition of Sales to EEA Retail Investors is specified as applicable in the applicable Final Terms,
the Notes are not intended to be offered, sold or otherwise made available to, and should not be offered,
2

sold or otherwise made available to, any retail investor in the European Economic Area ("EEA"). For these
purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11)
of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"), (ii) a customer within the meaning of
Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point
(10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU)
No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making
them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes
or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs
Regulation.
If the Prohibition of Sales to Consumers is specified as applicable in the applicable Final Terms, 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 consumer (consument/consommateur) within the meaning of the Belgian
Code of Economic Law (Wetboek van economisch recht/Code de droit économique).
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 Final Terms 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 Final Terms (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 Final Terms to reflect any change in the registration status of the
administrator. As at the date of this Base Prospectus, details of the administrators EURIBOR, being
European Money Markets Institute, appear on the register of administrators and benchmarks established
and maintained by ESMA pursuant to Article 36 of the Benchmarks Regulation.
MiFID II product governance/target market The Final Terms in respect of any Notes may include a legend
entitled "MiFID II product governance" which will outline the target market assessment in respect of the
Notes and which channels for distribution of the Notes are appropriate. Any person subsequently offering,
selling or recommending the Notes (a "distributor") should take into consideration the target market
assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market
assessment in respect of the Notes (by either adopting or refining the target market assessment) and
determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the Product
Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules"), any
Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the
Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the
MIFID Product Governance Rules.
This Base Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer, the
Guarantor, the Arranger or the Dealers to subscribe for, or purchase, any Notes.
Neither the Dealers nor the Arranger has separately verified the information contained in this Base
Prospectus. Neither the Dealers nor the Arranger makes any representation, express or implied, or accepts
any responsibility, with respect to the accuracy or completeness of any of the information in this Base
Prospectus. To the fullest extent permitted by law, neither the Dealers nor the Arranger accepts any
responsibility for the contents of this Base Prospectus or for any other statement, made or purported to be
3

made by an Arranger or a Dealer or on its behalf in connection with the Issuer, the Guarantor, or the issue
and offering of the Notes. The Arranger and the Dealers accordingly disclaim all and any liability whether
arising in tort or contract or otherwise which it might otherwise have in respect of this Base Prospectus or
any such statement.
Neither this Base Prospectus nor any other financial statements are intended to provide the basis of any
credit or other evaluation and should not be considered as a recommendation by the Issuer, the Guarantor,
the Arranger or the Dealers that any recipient of this Base Prospectus or any other financial statements
should purchase the Notes. Each potential purchaser of Notes should determine for itself the relevance of
the information contained in this Base Prospectus and its purchase of Notes should be based upon such
investigation as it deems necessary. The summaries and descriptions of legal provisions, taxation,
accounting principles or comparisons of such principles, legal company forms or contractual relationships
reported in the Base Prospectus may in no circumstances be interpreted as investment, legal or tax advice
for potential investors. Potential investors are urged to consult their own legal, accounting or other advisors
concerning the legal, tax, economic, financial and other aspects associated with the subscription to the
Notes. Neither the Dealers nor the Arranger undertakes to review the financial condition or affairs of the
Issuer during the life of the arrangements contemplated by this Base Prospectus nor to advise any investor
or potential investor in the Notes of any information coming to the attention of the Dealers or the Arranger.
In connection with the issue of any Tranche (as defined in the Conditions), the Dealers (if any) named as
the stabilising manager(s) (the "Stabilising Manager(s)") (or any person acting on behalf of any Stabilising
Manager(s)) may over-allot Notes or effect transactions with a view to supporting the market price of the
Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the
Stabilising Manager(s) (or any person acting on behalf of any 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 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 and 60 days
after the date of the allotment of the relevant Tranche. Any stabilisation action or over-allotment must be
conducted by the relevant Stabilising Manager(s) (or any person acting on behalf of any Stabilising
Manager(s)) in accordance with all applicable laws and rules.
The Notes may not be a suitable investment for all investors. Each potential investor in the Notes issued
under the Programme must determine the suitability of that investment in light of its own circumstances.
In particular, each potential investor should:
(i)
have 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 in this Base Prospectus or any
applicable supplement;
(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Notes and the impact the Notes will have on its
overall investment portfolio;
(iii)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes,
including where the currency for principal or interest payments is different from the potential
investor's currency;
(iv)
understand thoroughly the Final Terms of the Notes and be familiar with the behaviour of any
relevant financial markets; and
(v)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear the
applicable risks.
4

Legal investment considerations may restrict certain investments. Investors which investment activities are
subject to certain laws and regulations and/or review or regulation by certain authorities may be subject
to specific restrictions in connection with their investment in the Notes. Each potential investor should be
aware of this restriction risk and consult its advisers to determine whether and to what extent (i) Notes are
legal investments for it, (ii) Notes can be used as collateral for various types of borrowings, and (iii) other
restrictions apply to the purchase or pledge of any Notes. The investors should consult their advisers or the
appropriate regulators to determine the appropriate treatment of Notes under any applicable risk-based
capital or similar rules.
Each prospective investor in the Notes must determine, based on its own independent review and such
professional advice as it deems appropriate under the circumstances, that its acquisition of the Notes is
fully consistent with its financial needs, objectives and condition, complies and is fully consistent with all
investment policies, guidelines and restrictions applicable to it and is a fit, proper and suitable investment
for it, notwithstanding the clear and substantial risks inherent in investing in or holding the Notes.
Certain alternative performance measures ("APMs") as described in the European Securities and Markets
Authority Guidelines on Alternative Performance Measures (the "ESMA Guidelines") published on 5
October 2015 by ESMA and which came into force on 3 July 2016 may be included or referred to in this
Base Prospectus. APMs are not defined in accordance with IFRS accounting standards and are used by the
Issuer within its financial publications to supplement disclosures prepared in accordance with other
regulations. These measures may provide useful information to enhance the understanding of financial
performance. The APMs should however be viewed as complementary to, rather than a substitute for, the
figures determined according to other regulatory measures.
In this Base Prospectus, unless otherwise specified or the context otherwise requires, references to "euro"
and "" are to the currency introduced at the start of the third stage of European economic and monetary
union pursuant to the Treaty on the Functioning of the European Union, as amended.
Market data and other statistical information used in the Base Prospectus have been extracted from a
number of sources, including independent industry publications, government publications, reports by
market research firms or other independent publications. The Issuer confirms that such information has
been accurately reproduced and that, so far as it is aware, it is able to ascertain from information published
by the relevant independent source, no facts have been omitted which would render the reproduced
information inaccurate or misleading.
This Base Prospectus may contain or incorporate by reference certain statements that constitute forward-
looking statements. Such forward-looking statements may include, without limitation, statements relating
to the Issuer and its subsidiaries' (together the "Issuer Group") or the Guarantor and its subsidiaries'
(together the "Guarantor Group") business strategies, trends in its business, competition and competitive
advantage, regulatory changes, and restructuring plans.
Words such as believes, expects, projects, anticipates, seeks, estimates, intends, plans or similar expressions
are intended to identify forward-looking statements but are not the exclusive means of identifying such
statements. The Issuer and the Guarantor do not intend to update these forward-looking statements except
as may be required by applicable securities laws.
By their very nature, forward-looking statements involve inherent risks and uncertainties, both general
and specific, and risks exist that predictions, forecasts, projections and other outcomes described or implied
in forward-looking statements will not be achieved. A number of important factors could cause actual
results, performance or achievements to differ materially from the plans, objectives, expectations, estimates
and intentions expressed in such forward-looking statements. These factors include: (i) the ability to
maintain sufficient liquidity and access to capital markets; (ii) market and interest rate fluctuations; (iii)
the strength of global economy in general and the strength of the economies of the countries in which the
5

Issuer Group or the Guarantor Group conducts operations; (iv) the potential impact of sovereign risk in
certain European Union countries; (v) the ability of counterparties to meet their obligations to the Issuer
Group or the Guarantor Group; (vi) the effects of, and changes in, fiscal, monetary, trade and tax policies,
financial and company regulation and currency fluctuations; (vii) the possibility of the imposition of foreign
exchange controls by government and monetary authorities; (viii) operational factors, such as systems
failure, human error, or the failure to implement procedures properly; (ix) actions taken by regulators with
respect to the Issuer Group's and/or the Guarantor Group's business and practices in one or more of the
countries in which the Issuer Group or the Guarantor Group conducts operations; (x) the Issuer Group's
and/or the Guarantor Group's success at managing the risks involved in the foregoing.
The foregoing list of important factors is not exclusive; when evaluating forward-looking statements,
investors should carefully consider the foregoing factors and other uncertainties and events, as well as the
other risks identified in this Base Prospectus.
This Base Prospectus contains various amounts and percentages which are rounded and, as a result, when
these amounts and percentages are added up, they may not total.
PROSPECTUS SUPPLEMENT
If at any time the Issuer shall be required to prepare a Base Prospectus supplement pursuant to Article 23 of the
Prospectus Regulation, the Issuer will prepare and make available an appropriate amendment or supplement to
this Base Prospectus which, in respect of any subsequent issue of Notes to be listed on the Official List and
admitted to trading on the regulated market of the Luxembourg Stock Exchange, shall constitute a Base Prospectus
supplement as required by Article 23 of the Prospectus Regulation.
If at any time during the duration of the Programme there is a significant new factor, material mistake or
inaccuracy relating to information contained in this Base Prospectus which is capable of affecting the assessment
of any Notes and which arises or is noted between the date of the Base Prospectus and the time when trading on
a regulated market begins, the Issuer shall prepare an amendment or supplement to this Base Prospectus or publish
a replacement Base Prospectus and shall supply to the Dealers such number of copies of such supplement hereto
as the Dealers may reasonably request.
FURTHER INFORMATION
For more information about the Issuer, please contact:
Ghelamco Invest NV
Zwaanhofweg 10
8900 Ieper
Belgium
Tel.: +32 57 219 114
[email protected]
https://www.ghelamco.com/site/w/investor-relations.html
6

TABLE OF CONTENTS
IMPORTANT INFORMATION ............................................................................................................................. 2
PART I OVERVIEW OF THE PROGRAMME .................................................................................................. 8
PART II RISK FACTORS ................................................................................................................................. 13
PART III DOCUMENTS ENCLOSED IN ANNEX I ....................................................................................... 34
PART IV TERMS AND CONDITIONS OF THE NOTES ............................................................................... 36
PART V FORM OF THE GUARANTEE ......................................................................................................... 75
PART VI SETTLEMENT .................................................................................................................................. 79
PART VII DESCRIPTION OF THE ISSUER ................................................................................................... 80
PART VIII DESCRIPTION OF THE GUARANTOR .................................................................................... 103
PART IX MANAGEMENT AND CORPORATE GOVERNANCE ............................................................... 111
PART X MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS .................................... 116
PART XI SELECTED FINANCIAL INFORMATION CONCERNING THE ISSUER'S ASSETS AND
LIABILITIES, FINANCIAL POSITION AND PROFIT AND LOSSES .......................................................... 117
PART XII USE OF PROCEEDS ..................................................................................................................... 127
PART XIII - GREEN BOND FRAMEWORK ................................................................................................... 128
PART XIV TAXATION ................................................................................................................................... 131
PART XV FORM OF FINAL TERMS ............................................................................................................ 140
PART XVI SUBSCRIPTION AND SALE ...................................................................................................... 149
PART XVII GENERAL INFORMATION ...................................................................................................... 152
ANNEX I FINANCIAL STATEMENTS ........................................................................................................ 156
Annex 1.1 The audited IFRS consolidated financial statements of the Issuer for the financial year ended 31
December 2018, together with the audit report in connection therewith ............................................................ 157
Annex 1.2 The audited IFRS consolidated financial statements of the Issuer for the financial year ended 31
December 2017, together with the audit report in connection therewith ............................................................ 158
Annex 1.3 The IFRS condensed consolidated financial statements of the Issuer for the half year ended 30 June
2019, together with the limited review report .................................................................................................... 159
Annex 2.1 The audited IFRS consolidated financial statements of the Guarantor for the financial year ended 31
December 2018, together with the audit report .................................................................................................. 160
Annex 2.2 The audited IFRS consolidated financial statements of the Guarantor for the financial year ended 31
December 2017, together with the audit report .................................................................................................. 161
Annex 2.3 The IFRS condensed consolidated financial statements of the Guarantor for the half year ended 30
June 2019, together with the limited review report ............................................................................................ 162
7

PART I OVERVIEW OF THE PROGRAMME
The following overview does not purport to be complete and is taken from, and is qualified in its entirety by, the
remainder of this Base Prospectus and, in relation to the Terms and Conditions of any particular Tranche of Notes,
the applicable Final Terms. This overview must be read as an introduction in conjunction with the other parts of
the Base Prospectus (including any documents incorporated therein). Any decision to invest in the Notes should
be based on a consideration by the investor of the Base Prospectus as a whole.
The Issuer and any relevant Dealer may agree that Notes shall be issued in a form other than that contemplated
in the Conditions, in which event, if required, a new Base Prospectus or a supplement to the Base Prospectus will
be published.
This overview constitutes a general description of the Programme for the purposes of Article 25(1) of Commission
Delegated Regulation (EU) No 2019/980 (the "Delegated Regulation").
Issuer:
Ghelamco Invest NV.
Issuer Legal Entity Identifier (LEI) :
549300ZCILDQK9U0LZ22.
Guarantor:
Ghelamco Group Comm. V.A.
Guarantor Legal Entity Identifier
5493001B61LZXTEDD235.
(LEI)
Description:
Euro Medium Term Note Programme.
Size:
Up to an aggregate nominal amount of EUR 250,000,000 of
Notes outstanding at any time. The Issuer may increase the
amount of the Programme in accordance with the terms of the
Programme Agreement.
Arranger:
Société Générale.
Dealer:
Société Générale.
The Issuer may from time to time terminate the appointment of
any dealer under the Programme or appoint additional dealers
either in respect of one or more Tranches or in respect of the
whole Programme. References in this Prospectus to "Dealers"
are to the persons listed above as Dealers and to such additional
persons that are appointed as dealers in respect of the whole
Programme (and whose appointment has not been terminated) or
in respect of one or more Tranches.
Agent:
BNP Paribas Securities Services, Brussels branch.
Listing Agent:
Banque Internationale à Luxembourg S.A.
8

Method of Issue:
The Notes will be issued on a syndicated or non-syndicated
basis. The Notes will be issued in series (each a "Series") having
one or more issue dates and on terms otherwise identical (or
identical other than in respect of the first payment of interest),
the Notes of each Series being intended to be interchangeable
with all other Notes of that Series. Each Series may be issued in
tranches (each a "Tranche") on the same or different issue dates.
The specific terms of each Tranche (which will be completed,
where necessary, with the relevant terms and conditions and,
save in respect of the issue date, issue price, first payment of
interest and nominal amount of the Tranche, will be identical to
the terms of other Tranches of the same Series) will be completed
in the final terms (the "Final Terms").
Issue Price:
Notes may be issued at their nominal amount or at a discount or
premium to their nominal amount.
Form of Notes:
The Notes will be issued in dematerialised form in accordance
with the Belgian Companies Code and cannot be physically
delivered. The Notes will be exclusively represented by book
entry in the Securities Settlement System. The Notes can be held
by their holders through participants in the Securities Settlement
System, including Euroclear SA/NV ("Euroclear") and
Clearstream Banking AG, Frankfurt. ("Clearstream") and
through other financial intermediaries which in turn hold the
Notes through Euroclear and Clearstream, or other participants
in the Securities Settlement System. The Notes cannot be
exchanged for notes in bearer form (effecten aan toonder/titres
au porteur). Title to the Notes will pass by account transfer.
Settlement:
The securities settlement system operated by the NBB or such
other system as may be agreed between the Issuer, the Agent and
the relevant Dealer.
Currency:
EUR
Specified Denomination:
The Notes will be in such denominations as may be specified in
the relevant Final Terms save that in any case, the minimum
specified denomination shall be at least 100,000 (and integral
multiples thereof).
Maturity Date:
The Maturity Date of the Notes will be specified in the relevant
Final Terms.
Use of Proceeds:
An amount equal to the net proceeds from the issue of each
Tranche of Notes will, as indicated in the applicable Final Terms,
be applied:
(a) towards the funding of investments focused on projects
located in Belgium and France (and possibly also in
Luxembourg, Germany, the Netherlands, Cyprus and the UK)
and its general corporate purposes, including the repayment of
certain debt; or
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(b) to finance or refinance, in whole or in part, the Eligible
Project Portfolio (as defined in the section entitled "Green Bond
Framework"),
each as more particularly described in the section entitled "Use
of Proceeds".
Fixed Rate Notes:
Fixed interest will be payable in arrear on the date or dates in
each year specified in the relevant Final Terms.
Floating Rate Notes:
Floating Rate Notes will bear interest determined separately for
each Series as follows:
(i)
on the same basis as the floating rate under a notional
interest rate swap transaction in EUR governed by an
agreement incorporating the 2006 ISDA Definitions, as
published by the International Swaps and Derivatives
Association, Inc., or
(ii)
by reference to EURIBOR as adjusted for any applicable
margin.
Interest periods will be specified in the relevant Final Terms.
Interest Periods and Interest Rates:
The length of the interest periods for the Notes and the applicable
interest rate or its method of calculation may differ from time to
time or be constant for any Series. Notes may have a maximum
interest rate, a minimum interest rate, or both. The use of interest
accrual periods permits the Notes to bear interest at different
rates in the same interest period. All such information will be set
out in the relevant Final Terms.
Final Redemption:
The relevant Final Terms will specify the basis for calculating
the redemption amounts payable. The Notes will be redeemed at
an amount at least equal to their nominal amount plus interest
accrued until the date fixed for redemption (if any).
Optional Redemption:
The Final Terms issued in respect of each issue of Notes will
state whether such Notes may be redeemed prior to their stated
maturity at the option of the Issuer (either in whole or in part)
and if so the terms applicable to such redemption.
If the Change of Control Put Option is specified as applicable in
the relevant Final Terms, the holders of the Notes may request
redemption of their Notes upon the occurrence of a Change of
Control (as defined in the Conditions) subject to the terms set out
in the Conditions.
See "Terms and Conditions of the Notes Redemption and
purchase".
Status of Notes:
The obligations of the Issuer under the Notes shall, save for such
exceptions as may be provided by applicable legislation and
subject to Condition 3 (Negative Pledge), at all times rank at least
equally and ratably with all other present and future unsecured
and unsubordinated obligations of the Issuer. See "Terms and
Conditions of the Notes Status of the Notes".
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