Bond Belfius Banque SA 1.595% ( BE0116241358 ) in FRF

Belfius Banque SA

100 % ⇌

Belgium

BE0116241358 ( in FRF )

1.595% per year ( payment 2 times a year)

Perpetual

Prospectus brochure of the bond Belfius Bank S.A BE0116241358 en FRF 1.595%, maturity Perpetual

18/05/2026 ( In 97 days )

Belfius Bank S.A. is a Belgian banking and financial services group offering a wide range of products and services to individuals and businesses, including current accounts, savings accounts, loans, mortgages, and investment products.

Belfius Bank S.A. issued a perpetual bond (ISIN: BE0116241358) in FRF currency, currently trading at 100% of par value, offering a 1.595% coupon with a semi-annual payment frequency.

OFFERING CIRCULAR
Crédit Communal de Belgique S.A./
Gemeentekrediet van België N.V.
(incorporated with limited liability in Belgium)
FRF 1,500,000,000
6.25 per rent. Undated Subordinated Notes
Issue Price: 99.917 per cent.
The FRF 1,500,000,000 6.25 per cent. Undated Subordinated Notes (the "Notes") of Crédit
Communal de Belgique S.A./Gemeentekrediet van België N.V. ( " C C B " or the "Issuer") will bear
interest from (and including) 18th November, 1997 to (but excluding) 18th November, 2009 at an
annual rate of 6.25 per cent., and thereafter at a rate of 1.87 per cent. per annum above the Paris
interbank offered rate for French franc six month deposits. Subject as mentioned herein, interest on
the Notes will be payable annually in arrear on 18th November in each year until (and including)
18th November, 2009. the first payment being due on 18th November, 1998. and thereafter semi-
annually in arrear on 18th May and 18th November in each year. See " Terms and Conditions of the
Notes--Interest".
The Notes will have no final maturity date and w i l l only be redeemable as set forth under "Terms
and Conditions of the Notes--Redemption and purchase. Default and enforcement". In particular.
CCB may redeem on 18th November. 2009 or on each Interest Payment Date (as defined herein)
falling thereafter all, but not some only, of the Notes.
The Notes will be unsecured obligations of CCB and will be subordinated to the claims of Senior
Creditors (as defined herein). No payment of principal or interest in respect of the Notes may be
made unless CCB is solvent, both on a consolidated and a non-consolidated basis, at the time of
payment, and no principal or interest shall be due and payable in respect of the Notes except to the
extent that CCB could make such payment, in whole or in part, rateably with payments in respect of
Other Pari Passu Claims (as defined herein) and still be solvent immediately thereafter. See "Terms
and Conditions of the Notes--Status and subordination".
In addition, interest on the Notes need not be paid on any Interest Payment Date by CCB if, in the
six months immediately preceding such Interest Payment Date, no dividend has been declared or paid
on any class of share capital of CCB. See "Terms and Conditions of the Notes--Interest".
Application has been made to the Paris Stock Exchange for the listing of the Notes.
The Notes will be in bearer form and will be represented on issue by a permanent global Note (the
"Permanent Global Note") in bearer form, without interest coupons, which will be deposited with,
or a depositary for, the National Bank of Belgium (the "BNB System") on 18th November, 1997.
Save in certain limited circumstances. Notes in definitive form will not be issued in exchange for the
Permanent Global Note.
J.P. Morgan & Cie S.A.
Merrill Lynch Finance S.A.
Crédit C o m m u n a l S.A./ B a n q u e I n t e r n a t i o n a l e à L u x e m b o u r g S.A.
G e m e e n t e k r e d i e t N.V. Societé Anonyme
B a n q u e Nationale de Paris CDC Marchés B a n q u e CPR
Morgan Stanley S.A. D r e s d n e r Kleinwort Benson
14th November, 1997

CCB. having made all reasonable enquiries, confirms that this Offering Circular contains, as at the date
hereof, all information with respect to CCB and its consolidated subsidiaries and the Notes that is material in the
context of the issue and offering of the Notes, the statements contained herein are in every material particular
true and accurate and not misleading, the opinions and intentions expressed herein are honestly held, have been
reached after considering all relevant circumstances and are based on reasonable assumptions, there are no other
facts in relation to CCB or the Notes the omission of which would, in the context of the issue and offering of the
Notes, make any statement in this Offering Circular misleading in any material respect and all reasonable
enquiries have been made by CCB to ascertain such facts and to verity the accuracy of all such information and
statements. CCB accepts responsibility for the information contained in this Offering Circular.
No person has been authorised to give any information or to make any representation other than those
contained in this Offering Circular 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 CCB or any of the Managers
(as defined in "Subscription and Sale"). 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 CCB since the date hereof or that there has been no adverse change in the financial position of CCB
since the date hereof.
The distribution of this Offering Circular and the offering or sale of the Notes in certain jurisdictions may
be restricted by law. Persons into whose possession this Offering Circular comes are required by CCB and the
Managers to inform themselves about and to observe any such restriction. The Notes have not been and will not
be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and include
Notes in bearer form that are subject to U.S. tax law requirements. Subject to certain exceptions. Notes may not
be offered, sold or delivered within the United States or to U.S. persons. For a description of certain restrictions
on offers and sales of' Notes and on distribution of this Offering Circular, see "Subscription and Sale".
This Offering Circular does not constitute an offer of, or an invitation by or on behalf' of CCB or the
Managers to subscribe for. or purchase, any Notes.
The Managers have not separately verified the information contained in this Offering Circular. Neither this
Offering Circular nor any other financial statements are intended to provide the basis of any credit or other
evaluation and should not be considered as a recommendation by any of CCB or the Managers that any recipient
of this Offering Circular or of any other financial statements of CCB should purchase the Notes. Each potential
purchaser of Notes should determine for itself the relevance of the information contained in this Offering Circular
and its purchase of Notes should be based upon such investigation as it deems necessary. None of the Managers
undertakes to review the financial condition or affairs of CCB during the life of the Notes nor to advise any
investor or potential investor in the Notes of any information coming to the attention of any of the Managers.
In this Offering Circular, unless otherwise specified or the context otherwise requires, references to " U . S . $ "
are to the lawful currency of the United States of America, to " B E F " are to the lawful currency of Belgium, to
"Lit." are to the lawful currency of the Republic of Italy and to " F R F " are to the lawful currency of the
Republic of France.
In connection with this issue, J.P. Morgan & Cie S.A. may over-allot or effect transactions which
stabilise or maintain the market price of the Notes at a level which might not otherwise prevail. Such
stabilising, if commenced, may be discontinued at any time and will be carried out in accordance with
applicable laws and regulations.
DOCUMENTS INCORPORATED BY REFERENCE
The figures set out on pages 26 to 29 are included by way of summary only and have been derived from the
audited financial statements contained in the annual reports of CCB for the years ended 31st December, 1995
and 1996. Such figures are qualified in their entirely by the financial information contained therein. The
aforementioned annual reports of CCB are incorporated by reference in this Offering Circular. Copies of such
documents are available free of charge from the specified offices of each of the Paying Agents. The documents
incorporated by reference herein have not been submitted to the clearance procedures of the Commission des
Opérations de Bourse.
2

TABLE OF CONTENTS
Page
Terms and Conditions of the Notes 4
Summary of Provisions Relating to the Notes while in Global Form 14
Belgian Taxation 16
Use of Proceeds 16
Crédit Communal de Belgique S.A./Gemeentekrediet van Belgie N.V. 17
Profile and business 17
The Dexia Group 18
Management and Supervision 22
Financial Statements of Crédit Communal de Belgique S.A./Gemeentekrediet van Belgie N.V 26
Recent Developments 30
The Municipal Sector in Belgium 31
Subscription and Sale 36
General Information 38
Personnes qui Assument la Responsabilité de la Note d'Information 39
Caractéristiques Principales de l'Emission 40
3

TERMS AND CONDITIONS OF THE NOTES
The following is the text of the terms and conditions that shall be applicable to the Notes in definitive form
(if any) issued in exchange for the Permanent Global Note.
The FRF 1,500,000,000 6.25 per cent, undated subordinated notes (the "Notes") are issued pursuant to an
agency agreement (the "Agency Agreement") dated 18th November, 1997 (the "Issue Date") between Crédit
Communal de Belgique S.A./Gemeentekrediet van Belgie N.V. (the "Issuer"). Banque Internationale à
Luxembourg. S.A. as fiscal agent (the "Fiscal Agent") and the other agents named therein, and with the benefit
of a deed of covenant (the "Deed of' Covenant") dated the Issue Dale executed by the Issuer in relation to the
Notes. The principal paying agent, the paying agents and the calculation agent for the time being are referred to
below respectively as the "Principal Paying Agent", the "Paying Agents" (which expression shall, unless the
context requires otherwise, include the Principal Paying Agent) and the "Calculation Agent". The Noteholders
(as defined below), the holders of the interest coupons (the "Coupons") appertaining to the Noies and talons for
further Coupons (the "Talons") (the "Couponholders") are deemed to have notice of all of the provisions of
the Agency Agreement applicable to them.
Copies of the Agency Agreement and the Deed of Covenant are available for inspection at the specified offices
of each of the Paying Agents.
1. Form, denomination und title
The Notes are issued in bearer form in the denominations of FRF 100,000 (15,000 Notes).
The Notes are serially numbered and are issued with Coupons and a Talon attached.
Title to the Notes, the Coupons and the Talons shall pass by delivery. Except as ordered by a court of competent
jurisdiction or as required by law. the holder (as defined below) of any Note, Coupon or Talon shall be deemed
to be and may be treated as its absolute owner for all purposes, whether or not it is overdue and regardless of
any notice of ownership, trust or an interest in il, any writing on it or its theft or loss and no person shall be
liable for so treating the holder.
In these terms and conditions (the "Conditions"), "Noteholder" means the bearer of any Note, "holder" (in
relation to a Note, Coupon or Talon) means the bearer of any Note, Coupon or Talon.
2. Interest
(a) Initial rate and accrual of interest
The Notes bear interest from (and including) the Issue Date to (but excluding) 18th November, 2009 at the rale
of 6.25 per cent. per annum and thereafter at the Reset Rate (as defined in paragraph (c) below), payable, subject
as provided in these Conditions, in each case in arrear on each Interest Payment Dale (as defined below), the
first such payment to be made on 18th November, 1998. Interest in respect of each Note will accrue from day to
day and will cease to accrue from the due date for repayment thereof unless, upon due presentation, payment of
principal is improperly withheld or refused or is not made by reason of Condition 6(b). If interest is required to
be calculated for a period of less than one year in the case of any period ending on or prior to 18th November,
2009. it will be calculated on the basis of a 360-day year consisting of 12 months of 30 days each and. in the
case of an incomplete month, the number of days elapsed.
(b) Interest Payment Dates, Interest Periods and Arrears of Interest
Interest in respect of the Notes is (subject to Condition 6(b)) payable on each Compulsory Interest Payment Date-
las defined below) in respect of the Interest Period (as defined below) ending on the day immediately preceding
such date. On any Optional Interest Payment Date (as defined below) there may be paid (if the Issuer so elects
but subject to Condition 6(b)) the interest in respect of the Notes accrued in the Interest Period ending on the
day immediately preceding such date, but the Issuer shall not have any obligation to make such payment and
any failure to pay shall not constitute a default by the Issuer for any purpose. Any interest in respect of the Notes
not paid on an Interest Payment Dale, together with any other interest in respect thereof not paid on any other
Interest Payment Date, shall, so long as the same remains unpaid, constitute "Arrears of Interest". Arrears of'
Interest may at the option of the Issuer be paid in whole or in part at any time upon the expiration of not less
4

than 14 days' notice to such effect given to the Noteholders in accordance with Condition 8, but all Arrears of
Interest in respect of all Notes for the time being outstanding (as defined in the Agency Agreement) shall (subject
to Condition 6 ( b ) ) become due in full on whichever is the earliest of (i) the dale upon which a dividend is next
declared or paid on any class of share capital of the Issuer, (ii) the date fixed for any redemption pursuant to
Condition 3(a) or Condition 5(b) or (iii) the commencement of a winding up in Belgium of the Issuer. If notice
is given by the Issuer of its intention to pay the whole or any part of Arrears of Interest, the Issuer shall be
obliged (subject to Condition 6 ( b ) ) to do so upon the expiration of such notice. Where Arrears of Interest are
paid in part, each part payment shall be in respect of the full amount of the Arrears of Interest accrued due to the
relative Interest Payment Date or consecutive Interest Payment Dates furthest from the date of payment. Arrears
of Interest shall not themselves bear interest.
As used herein:
"Business Day" means a day on which banks and foreign exchange markets are open for business in Paris,
Brussels and Luxembourg;
"Compulsory Interest Payment Date" means any Interest Payment Date if, in the six months immediately
preceding such Interest Payment Date, any dividend has been declared or paid on any class of share capital of
the Is:suer:
"Interest Payment Date" means 18th November, 1998 and then 18th November in each subsequent year until
(and including) 18th November, 2009 and thereafter 18th May and 18th November in each year. In the case of
Interest Payment Dates falling after 18th November, 2009, if, as determined on the relevant Interest
Determination Date (as defined in paragraph (c) below), the applicable Interest Payment Date would otherwise
fall on a day which is not a Business Day it shall be postponed to the next day which is a Business Day;
"Interest Period" means the period from and including one Interest Payment Date (or, as the case may be, the
Issue Date) up to but excluding the next (or first) Interest Payment Date; and
"Optional Interest Payment Date" means any Interest Payment Dale other than a Compulsory Interest Payment
Date.
(c) Interest Rate Reset
On each Interest Determination Date (as defined below), unless the Issuer shall have given notice to redeem the
Notes under Condition 3(a) or Condition 5(b) on or prior to the Interest Payment Date next following such
Interest Determination Date, the Calculation Agent shall determine:--
(i) the rate of interest (the "Reset Rate") in respect of the Notes for the next Interest Period at the rate
per annum which is equal to PIBOR (as defined below) plus 1.87 per cent.; and
(ii) the amount of interest payable in respect of each FRF 100,000 principal amount of Notes (the "Coupon
Amount") for such Interest Period.
The Coupon Amount shall be calculated by applying the Reset Rate to each of FRF 100,000 and multiplying the
resulting sum by the actual number of days in the Interest Period concerned divided by 360 and rounding the
resultant figure to the nearest centime (half a centime being rounded upwards).
As used herein:
"Interest Determination Dale" means the Business Day prior to each Interest Payment Date falling on or after
18th November. 2009;
"PIBOR" in relation to an Interest Period means the rate determined as follows:--
(i) the Calculation Agent will obtain the Paris interbank offered rale for deposits in French francs for a
period of six months as defined, calculated and published by the Association Française des Banques
and the Associated Press-Dow Jones Telerate Service (page 20041 or such other page, service or
services as may be nominated by the Association Française des Banques for the purpose of displaying
Paris interbank offered rates of major banks for French franc deposits) as of 11.00 a.m. (Paris time) on
the relevant Interest Determination Date;
5

(ii) if, on any Interest Determination Date, it is not reasonably practicable to obtain a rate under (i) above,
the Calculation Agent will request appropriate quotations and will determine the arithmetic mean
(rounded, if necessary, to the nearest one-hundred thousandth of a percentage point) of the rates at
which deposits in French francs are offered by four major banks in the Paris interbank market, selected
by the Calculation Agent, at approximately 11.00 a.m. (Paris time) on the Interest Determination Date
to prime banks in the Paris interbank market for a period of six months and in an amount that is
representative for a single transaction in the relevant market at the relevant time;
(iii) if, on any Interest Determination Date, only two or three rates are so quoted, the Calculation Agent
will determine the arithmetic mean (rounded as aforesaid) of the rates so quoted; and
(iv) if fewer than two rates are so quoted, the Calculation Agent will determine the arithmetic mean
(rounded as aforesaid) of the rates quoted by four major banks in Paris, selected by the Calculation
Agent, at approximately 11.00 a.m. (Paris time) on the Interest Determination Date for loans in French
francs to leading European banks for a period of six months and in an amount that is representative for
a single transaction in the relevant market at the relevant time;
Provided that if the Calculation Agent is unable to determine a rate (or, as the case may be. an arithmetic mean)
in accordance with the above provisions in relation to any Interest Period, PIBOR during such Interest Period
will be the rate (or. as the case may be, the arithmetic mean) last determined in respect of a preceding Interest
Period.
If, on the replacement of the French franc by the euro, the definition and/or basis and/or rate provider or sponsor
of PIBOR changes, or such rate ceases to exist and is replaced by a similar rate, such replacement or modified
rate shall apply.
(d) Notification of Rate of Interest
The Calculation Agent shall cause notice of each Reset Rate, the Coupon Amounts for each Interest Period and
the relevant Interest Payment Date to be given to the Issuer, the Fiscal Agent, the Paying Agents, the BNB
System, Cedel Bank, société anonyme, Morgan Guaranty Trust Company of New York, Brussels office, as
operator of the Euroclear system, Sicovam S.A. and Bloomberg L.P. as soon as practicable after their
determination. The Coupon Amounts and Interest Payment Date so notified may subsequently be amended (or
appropriate alternative arrangements made by way of adjustment) in the event of an extension or shortening of
the relevant Interest Period or of manifest error.
(e) Calculation Agent
The Issuer may from time to time replace the Calculation Agent by another leading bank or investment bank in
Paris. In the event of the appointed office of the Calculation Agent being unable or unwilling to continue to act
as the Calculation Agent or failing duly to determine the Reset Rate and the Coupon Amount in accordance with
paragraph (c) above, the Issuer shall forthwith appoint the Paris office of' such other leading bank or investment
bank to act as such in its place. The Calculation Agent may not resign its duties or be removed without a
successor having been appointed as aforesaid.
(f) Notifications, etc. to be final
All notifications, opinions, determinations, certificates, calculations, quotations and decisions given expressed,
made or obtained by the Calculation Agent for the purposes of this Condition 2, shall (in the absence of wilful
default, bad faith or manifest error) be binding on the Issuer, the Calculation Agent, the Fiscal Agent, the Paying
Agents and all Noteholders and Couponholders and (in the absence as aforesaid) no liability to the Noteholders
or Couponholders shall attach to the Calculation Agent in connection with the exercise or non-exercise by it of
its powers, duties and discretions.
3. Redemption and purchase
The Notes are undated and, accordingly, have no final maturity date and may note be redeemed except in
accordance with the provisions of this Condition 3, Condition 5(b) or Condition 12.
(a) Optional
The Issuer may, having given not less than 45 nor more than 60 days' notice to the Noteholders in accordance
with Condition 8, repay on 18th November. 2009 or on each Interest Payment Date falling thereafter all, but not
6

some only, of the Notes at their principal amount. Upon the expiration of such notice the Issuer shall (subject to
Condition 6(b)) be bound to repay all the Notes at their principal amount together with accrued interest and all
Arrears of Interest.
No optional redemption of the Notes will be made by the Issuer without the prior written consent of the Belgian
Commission bancaire et financière.
(b) Purchases
The Issuer and any of its subsidiaries may at any time purchase Notes (provided that all unmatured Coupons and
unexchanged Talons relating thereto are attached thereto or surrendered therewith) in the open market or
otherwise at any price.
(c) Cancellation
All Notes purchased by or on behalf of the Issuer or any of its subsidiaries may be surrendered for cancellation,
by surrendering each such Note together with all unmatured Coupons and all unexchanged Talons to the
Principal Paying Agent and, if so surrendered, shall, together with all Notes redeemed by the Issuer, be cancelled
forthwith (together with all unmatured Coupons and unexchanged Talons attached thereto or surrendered
therewith). Any Notes so surrendered for cancellation may not be reissued or resold and the obligations of the
Issuer in respect of any such Notes shall be discharged.
4. Payments and Talons
(a) Payments
Payments of principal and interest in respect of the Notes will (subject to Condition 6(b)) only be made against
presentation and surrender of Notes or, as the case may be, Coupons at any specified office of any of the initial
Paying Agents or of any such additional and/or other Paying Agent(s) outside the United States as the Issuer
may appoint from time to time. Payments in respect of Arrears of Interest will be made against presentation and
surrender (or, in the case of a partial payment, endorsement) of the appropriate Coupon at any specified office of
any of the Paying Agents. Payments in respect of the Notes and Coupons will be made (i) in cash in French
francs at the specified office of the Paying Agent in Paris or (ii), at the option of the holder, at the specified
office of any of the Paying Agents by a French franc cheque drawn on a bank in Paris or by transfer to a French
franc account maintained by the payee with a hank in Paris.
(b) Payments subject to fiscal laws
All payments are subject in all cases to any applicable fiscal or other laws, regulations and directives, but without
prejudice to the provisions of Condition 5. No commission or expenses shall be charged to the Noteholders or
Couponholders in respect of such payments.
(e) Appointment of Agents
The Fiscal Agent, the Principal Paying Agent, the Paying Agents and the Calculation Agent initially appointed
by the Issuer and their respective specified offices are listed below. The Fiscal Agent, the Principal Paying Agent,
the Paying Agents and the Calculation Agent (together the "Agents") act solely as agents of the Issuer and do
not assume any obligation or relationship of agency or trust for or with any Noteholder or Couponholder. The
Issuer reserves the right at any time to vary or terminate the appointment of the Fiscal Agent, the Principal
Paying Agent, any other Paying Agent or the Calculation Agent and to appoint additional or other Paying Agents,
provided that the Issuer shall al all times maintain (i) a Fiscal Agent and a Principal Paying Agent, (ii) a
Calculation Agent and (iii) a Paying Agent having its specified offices in Paris so long as the Notes are listed on
the Paris Stock Exchange.
Notice of any such change or any change of any specified office shall promptly be given to the Noteholders.
(d) Unmatured Coupons and unexchanged Talons
(i) Upon the due date for redemption of any Note, unmatured Coupons relating to such Note (whether or
not attached) shall become void and no payment shall be made in respect of them.
7

(ii) Upon the due date for redemption of any Note, any unexchanged Talon relating to such Note (whether
or not attached) shall become void and no Coupon shall be delivered in respect of such Talon.
(iii) Where any Note is presented for redemption without all unmatured Coupons and any unexchanged
Talon relating to it, redemption shall be made only against the provision of such indemnity as the Issuer
may require.
(iv) If the due date for redemption of any Note is not a due date for payment of interest, interest accrued
from the preceding Interest Payment Date or the Issue Date, as the case may be, shall only be payable
against presentation (and surrender if appropriate) of the relevant Note.
(v) In the event of a winding up in Belgian of the Issuer, all unmatured Coupons and Talons shall become
void and any payment of interest in respect of the Notes to which such Coupons appertain shall be
made only against presentation of such Notes. In addition, in the event of such a winding up, each
Note which is presented for payment must be presented together with all Coupons appertaining thereto
(whether or not attached) in respect of Arrears of Interest, failing which the amount of Arrears of
Interest due on any such missing Coupon (or, in the case of payment not being made in full, that
proportion of such amount which the amount so paid bears to the total amount payable in respect of
such Note (inclusive of Arrears of Interest and accrued interest)) will be deducted from the sum due
for payment on presentation of such Note. In the case of any such missing Coupon, the amount so
deducted will be payable in the manner mentioned above against presentation and surrender of such
Coupon within a period of 10 years from the Relevant Date (as defined in Condition 5) in relation to
the payment of such amount.
(e) Talons
On or after the Interest Payment Date for the final Coupon forming part of a Coupon sheet issued in respect of
any Note, the Talon forming part of such Coupon sheet may be surrendered at the specified office of the Principal
Paying Agent in exchange for a further Coupon sheet (and if necessary another Talon for a further Coupon sheet)
(but excluding any Coupons that may have become void pursuant to Condition 9).
() Non-business clays
If any date for payment in respect of any Note or Coupon is not a business day, the holder shall not be entitled
to payment until the next following business day nor to any interest or other sum in respect of such postponed
payment. In this paragraph, "business day" means a day (other than a Saturday or a Sunday) on which banks
and foreign exchange markets are open for business in the relevant place of presentation and, where payment is
to be made by transfer to a French franc account, on which foreign exchange transactions may be carried on
in Paris.
5. Taxation
(a) Tax status
The Notes may only be offered, sold or delivered to entities that are exempted from withholding tax in
accordance with Article 4 of the Belgian Royal Decree of 26th May, 1994 with respect to the payment of
withholding tax in accordance with Chapter I of the Law of 6th August, 1993.
All payments of principal and interest in respect of the Notes and the Coupons by the Issuer shall be made
without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or other
charges of whatever nature imposed or levied by or on behalf of Belgium or any political subdivision or any
authority therein or thereof having power to tax, unless the withholding or deduction of such taxes, duties,
assessments or other charges is required by law or regulation.
In that event, or if a clearing system or any participant in a clearing system withholds or deducts for, or on
account of, any present or future taxes, duties, assessments or other changes of whatever nature imposed or levied
by or on behalf of the Kingdom of' Belgium, the Issuer shall pay such additional amounts as may be necessary in
order that the net amounts received by the holders of the Notes and the Coupons after such withholding or
deduction shall be not less than the respective amounts of principal and interest which would have been
receivable in respect of the Notes or, as the case may be, the Coupons in the absence of such withholding or
deduction; except that no such additional amounts shall be payable with respect to any payment in respect of
any Note or Coupon:--
(i) to, or to a third party on behalf of, a holder who is liable to such taxes, duties, assessments or
governmental charges in respect of such Note or Coupon by reason of his having some connection
with Belgium other than the mere holding of the Note or Coupon; or
(ii) to a holder who, at the time of issue of the Notes, was not an eligible investor within the meaning of
Article 4 of the Royal Decree of 26th May, 1994 on the deduction of withholding tax or to a holder
8

who was an eligible investor at the time of issue of the Notes but, for reasons within the holder's
control, ceased to be an eligible investor or, at any relevant time on or after the issue of the Notes,
otherwise failed to meet any other condition for the exemption of Belgian withholding tax pursuant to
the law of 6th August, 1993 relating to certain securities; or
(iii) presented for payment more than 30 days after the Relevant Date except to the extent that the holder
thereof would have been entitled to additional amounts on presenting the same for payment on the
expiry of such period of 30 days.
As used in these Conditions, the "Relevant Date" in respect of any payment means whichever is the later of (x)
the date on which such payment first becomes due and (y) (if any amount of the money payable is improperly
withheld or refused) the date on which payment of the full amount of such moneys outstanding is made or (if
earlier) the date seven days after that on which notice is duly given to the Noteholders that, upon further
presentation of the Note or Coupon being made in accordance with the Conditions, such payment will be made,
provided that payment is in fact made upon such presentation.
References in these Conditions to (x) "interest" shall be deemed to include all Arrears of Interest and all other
amounts payable pursuant to Condition 2 and (y) "principal" and/or "interest" shall be deemed to include any
additional amounts that may be payable under this Condition.
(b) Redemption for taxation reasons
The Notes may be redeemed at the option of the Issuer in whole, but not in part, at any time before
18th November, 2009 and, thereafter, on any Interest Payment Date, on giving not less than 30 nor more than 60
days' notice to the Noteholders (which notice shall be irrevocable), at their principal amount, together with
interest accrued to the date fixed for redemption and all Arrears of Interest, if the Issuer would, on the occasion
of the next payment due in respect of the Notes, be obliged for reasons beyond its control to pay additional
amounts as provided or referred to in Condition 5(a) and such obligation cannot be avoided by the Issuer. Prior
to the publication of any notice of redemption pursuant to this paragraph, the Issuer shall deliver to the Principal
Paying Agent a certificate signed by two Managing Directors of the Issuer, stating that the Issuer is entitled to
effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of
the Issuer so to redeem have occurred, and an opinion of independent legal advisers of recognised standing to
the effect that the Issuer has or will become obliged to pay such additional amounts as a result of such change or
amendment.
No optional redemption of the Notes will be made by the Issuer without the prior written consent of the Belgian
Commission bancaire et financière.
6. Status and subordination
(a) Status
The Notes and the Coupons constitute unsecured obligations of the Issuer and shall at all times rank pari passu
without any preference among themselves.
(b) Subordination
The rights of the Noteholders and Couponholders are subordinated to the claims of Senior Creditors (as defined
in paragraph (c) below) and, accordingly, payments of principal and interest are conditional upon the Issuer being
solvent, both on a consolidated and on a non-consolidated basis, at the time of payment by the Issuer, and no
principal or interest shall be payable in respect of the Notes except to the extent that the Issuer could make such
payment, in whole or in part, rateably with payments in respect of Other Pari Passu Claims (as defined in
paragraph (c) below) and still be solvent immediately thereafter. For the purposes of this paragraph (b) the Issuer
shall be solvent if (i) it is able to pay its debts as they fall due and (ii) its Assets (as defined in paragraph (c)
below) exceed its Liabilities (as defined in paragraph (c) below) (other than its Liabilities to persons who are not
Senior Creditors). A report as to the solvency of the Issuer made by two Managing Directors of the Issuer or, if
the Issuer is in winding up in the Kingdom of Belgium, its liquidator prior to any payment of principal or interest
and also prior to the purchase of any Notes beneficially by or for the account of the Issuer or any of its
subsidiaries shall in the absence of proven error, be treated and accepted by the Issuer, the Noteholders and
Couponholders as correct and sufficient evidence of such solvency.
(c) As used in this Condition 6:
"Senior Creditors" means all creditors of the Issuer other than creditors whose claims are in respect of or any
class of equity (including preference shares) or (ii) all unsecured, undated and subordinated obligations or (iii)
any other obligations which rank or are expressed to rank pari passu with or junior to the claims of the
Noteholders and Couponholders;
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"Other Pari Passu Claims" means claims of creditors of the Issuer which are subordinated so as to rank or arc
expressed to rank pari passu with the claims of the Noteholders and the Couponholders; and
"Assets" means the total amount of unconsolidated and consolidated assets of the Issuer and "Liabilities"
means the total amount of unconsolidated and consolidated liabilities of the Issuer, in each ease as shown by the
latest published audited balance sheet of the Issuer, but adjusted for contingencies and subsequent events in such
manner as the above-mentioned Managing Directors, the Issuer's auditors or the liquidator (as the case may be)
may determine.
N.B. If the Issuer would not otherwise he solvent on a consolidated or an unconsolidated basis for the purpose
of this Condition, the amount of principal and of sums which would otherwise be payable as interest in respect
of the Notes will he available to meet the losses of the Issuer.
7. Substitution
The Issuer may, subject to having obtained the consent of the Belgian Ministry of Finance or its delegate, the
Belgian Commission financière et bancaire and the National Bank of Belgium, at any time, without the consent
of the Noteholders or the Couponholders. substitute for itself as principal debtor under the Notes, the Coupons
and the Talons any company (the "Substitute") provided that:--
(i) the substitution is made by a deed poll (the "Deed Poll"), to be substantially in the form scheduled to
the Agency Agreement as Schedule 5;
(ii) no payment of principal of. or interest on, the Notes is at the lime of such substitution overdue;
(iii) the Substitute assumes all obligations and liabilities of the substituted Issuer in its capacity as debtor
arising from, or in connection with, the Notes, the Coupons and the Deed of Covenant and the
substitution is subject to the Issuer irrevocably and unconditionally guaranteeing on a subordinated basis
the obligations of the Substitute:
(iv) the Substitute becomes a parly to the Agency Agreement, with any appropriate consequential
amendments, and assumes all the obligations and liabilities of the Issuer in its capacity as debtor under
the Notes contained therein and shall be bound as fully as if the Substitute had been named therein as an
original party;
(v) the Substitute shall, by means of the Deed Poll, agree to indemnify the holder of each Note and Coupon
against any tax. duty, fee or governmental charge that is imposed on such holder by the jurisdiction of
the country of its residence for lax purposes and, if different, of ils incorporation or any political
subdivision or taxing authority thereof or therein with respect to any Note. Coupon, Talon or the Deed
of Covenant and that would not have been so imposed had it not been substituted as the principal debtor
and any tax, duty, fee or governmental charge imposed on or relating to such substitution and any costs
or expenses of such substitution:
(vi) The Substitute obtains all necessary governmental and regulatory approvals and consents, takes all actions
and fulfills all conditions necessary for such substitution and to ensure that the Deed Poll, the Notes,
Coupons. Talons and Deed of Covenant represent, valid, legally binding and enforceable obligations of
the Substitute and the Issuer obtains all necessary governmental and regulatory approvals and consents
necessary for the giving of the guarantee referred to in paragraph (iii) above;
(vii) the Substitute shall cause legal opinions to be delivered to the Noteholders (care of the Principal Paying
Agent) from lawyers with a leading securities practice in Belgium. England and the jurisdiction of the
Substitute confirming the validity of the substitution and the giving of the guarantee referred to in
paragraph (iii) above: and
(viii) the Issuer shall have given at least 14 days' prior notice of a proposed substitution to the Noteholders,
such notice to be published in accordance with these Conditions, slating that copies, or pending
execution, the agreed text, of all documents in relation to the substitution that are referred to above, or
that might otherwise reasonably be regarded as material to the Noteholders, shall he available for
inspection at the specified office of the Principal Paying Agent and each of the other Paying Agents.
8. Notices
Without prejudice to mandatory rules of Belgian corporate law and. in particular, to Condition 11, notices to the
holders of the Notes shall be valid if published in a daily newspaper of' general circulation in London (which is
expected to be the Financial Times) and so long as the Notes are listed on the Paris Stock Exchange and the
Paris Stock Exchange so requires, in a French language newspaper with general circulation in Paris (which is
expected to be La Tribune Desfossés), If any such publication is not practicable, notice shall be validly given if
published in another leading daily English language newspaper with general circulation in Europe. Any such
notice shall be deemed to have been given on the date of such publication or, if published more than once or on
different dates, on the date of the first publication as provided above.
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