Bond KBC Bancorp N.V. 8% ( BE0934378747 ) in EUR

Issuer KBC Bancorp N.V.
Market price 100 %  ▼ 
Country  Belgium
ISIN code  BE0934378747 ( in EUR )
Interest rate 8% per year ( payment 1 time a year)
Maturity 14/05/2014 - Bond has expired



Prospectus brochure of the bond KBC BANK N.V BE0934378747 in EUR 8%, expired


Minimal amount /
Total amount /
Detailed description KBC Bank N.V. is a Belgian multinational banking and insurance corporation headquartered in Brussels, offering a wide range of financial services including retail banking, insurance, and asset management across Belgium, Czech Republic, Hungary, Slovakia, Bulgaria, and Ireland.

The Bond issued by KBC Bancorp N.V. ( Belgium ) , in EUR, with the ISIN code BE0934378747, pays a coupon of 8% per year.
The coupons are paid 1 time per year and the Bond maturity is 14/05/2014







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KBC BANK NV
(incorporated with limited liability under the laws of Belgium)
Issue of Euro Directly Issued Perpetual Debt Securities
having the benefit of a Support Agreement entered into with
KBC GROUP NV
(incorporated with limited liability under the laws of Belgium)
Issue Price: 100 per cent.
The Euro Directly Issued Perpetual Debt Securities (the "Securities") are directly-issued securities of KBC Bank NV (the "Issuer" or "KBC
Bank"), a limited liability company incorporated under the laws of Belgium. The Securities will have the benefit of a Support Agreement entered
into by the Issuer's holding company, KBC Group NV ("KBC Holding").
The Securities will bear interest from (and including) 14 May 2008 (the "Issue Date") at a rate of interest expected to be between 8.00 and 8.25
per cent. per annum. Subject as provided below, interest will be payable annually in arrear on 14 May of each year (each an "Interest Payment
Date"), commencing on 14 May 2009.
The Issuer may at its option, or (if a Net Assets Deficiency Event (as defined herein) occurs and is continuing prior to an Interest Payment Date
or would occur as a result of the payment of interest on an Interest Payment Date) shall, defer the payment of interest that would have been
payable on such Interest Payment Date or any portion thereof, with the consequence that no interest amount or less than the full interest amount
will be payable on such Interest Payment Date. Notwithstanding the foregoing and subject to certain exceptions, deferred amounts of interest
will become mandatorily payable upon any payment of dividends on Junior Securities or Parity Securities (each as defined herein) of the Issuer
or KBC Holding or any redemption, repurchase or other acquisition by the Issuer or KBC Holding of its Junior Securities or Parity Securities
(other than pursuant to a Permitted Share Acquisition (as defined herein)). The Issuer will generally be required to satisfy its obligation to pay
deferred interest only in accordance with the Alternative Coupon Payment Method. See "Terms and Conditions of the Securities ­ Deferral of
Coupons" and "Terms and Conditions of the Securities ­ Alternative Coupon Payment Method".
An investment in the Securities involves certain risks. Please review the section "Risk Factors" beginning on page 13 of this
Prospectus for a description of such risks.
The Securities are perpetual securities and have no fixed maturity date. The Securities are not redeemable at the option of the holders at any
time and are not redeemable at the option of the Issuer prior to the First Call Date, except in certain circumstances set out herein. Subject to
compliance with applicable regulatory requirements, the Securities may be redeemed at the option of the Issuer, in whole (but not in part), on
14 May 2013 (the "First Call Date") or on any subsequent Interest Payment Date. Upon the occurrence of certain events, the Issuer may convert
the Securities, in whole (but not in part), into Conversion Upper Tier 2 Instruments or redeem the Securities. In addition, upon the occurrence
of a Supervisory Event (as defined herein) or an event resulting in a general concursus creditorum on the assets of the Issuer, the Securities shall
be converted into profit-sharing certificates (winstbewijzen/parts bénéficiaires) ("Profit-Sharing Certificates") directly issued by the Issuer, upon
the terms set out in the Schedule to "Terms and Conditions of the Securities". See "Terms and Conditions of the Securities ­ Conversion into Conversion
Upper Tier 2 Instruments and Redemption".
The Securities will be in bearer form and in the denomination of ¤1,000. The Securities will be issued in the form of a global certificate (the
"Global Certificate") without interest Coupons, which will be deposited on or around the Issue Date with the National Bank of Belgium (the
"NBB"), as operator of the X/N book-entry clearance and settlement system (the "X/N System"). Ownership of beneficial interests in the
Securities will be shown on, and transfers thereof will be effected only through, records maintained in book-entry form by the X/N System,
Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking, société anonyme, Luxembourg ("Clearstream, Luxembourg") and their
respective participants. To the extent permitted by law, the Global Certificate will be exchangeable in certain limited circumstances, in whole
(but not in part), for Securities in definitive form in the denomination of ¤1,000 each and with interest Coupons and a Talon attached. See
"Summary of Provisions Relating to the Securities in Global Form".
Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF"), in its capacity as competent authority under the
Luxembourg Act dated 10 July 2005 (the "Luxembourg Act") on prospectuses for securities, for the approval of this document as a prospectus
for offers of the Securities for the purposes of Article 5.3 of Directive 2003/71/EC (the "Prospectus Directive") and for the purposes of the
Luxembourg Act. Application has also been made to the Luxembourg Stock Exchange for the listing of the Securities on the Official List of the
Luxembourg Stock Exchange and admission to trading on the Luxembourg Stock Exchange's regulated market. References herein to the
Securities being "listed" (and all related references) shall mean that the Securities have been listed on the Official List of the Luxembourg Stock
Exchange and admitted to trading on the Luxembourg Stock Exchange's regulated market. Application has also been made to Euronext
Amsterdam N.V. for the Securities to be admitted to listing and trading on Euronext Amsterdam by NYSE Euronext ("Euronext Amsterdam").
Each of the Luxembourg Stock Exchange's regulated market and Euronext Amsterdam are regulated markets for the purposes of the Markets in
Financial Instruments Directive (Directive 2004/39/EC).
The aggregate principal amount of the Securities to be issued and the rate at which the Securities will bear interest will be determined by the
Issuer following, and on the basis of, the completion of the Offer Period (as described under "Subscription and Sale ­ Public Offer") and will be
notified to the CSSF and announced on the websites of the Luxembourg Stock Exchange (www.bourse.lu), Euronext Amsterdam
(www.euronext.com) and the Issuer (www.kbc.be) by no later than the business day following completion of the Offer Period.
Any person (an "Investor") intending to acquire or acquiring any Securities from any person (an "Offeror") should be aware that, in the context
of an offer to the public as defined in the Prospectus Directive, the Issuer may be responsible to the Investor for the Prospectus only if the Issuer
is acting in association with that Offeror to make the offer to the Investor. Each Investor should therefore verify with the Offeror whether or
not the Offeror is acting in association with the Issuer. If the Offeror is not acting in association with the Issuer, the Investor should check with
the Offeror whether anyone is responsible for the Prospectus for the purposes of Article 6 of the Prospectus Directive as implemented by the
national legislation of each EEA Member State in the context of the offer to the public, and, if so, who that person is. If the Investor is in any
doubt about whether it can rely on the Prospectus and/or who is responsible for its contents it should take legal advice.
Joint Lead Managers
Goldman Sachs International
KBC Bank NV
Lehman Brothers
Joint Bookrunner
Joint Bookrunner
Senior Co-Lead Manager
Rabobank International
6 May 2008


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This Prospectus has been prepared on the basis that any offer of Securities in any Member State of
the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member
State") other than offers (the "Permitted Public Offers") which are made prior to 16:00 (CET) on 9 May
2008 (or such later date as the Issuer may permit), and which are contemplated in this Prospectus in each of
the Public Offer Jurisdictions (as defined under "Subscription and Sale ­ Public Offer" below) once the
Prospectus has been approved by the CSSF and published and notified to the relevant competent authorities
in accordance with the Prospectus Directive as implemented in Austria, Belgium, Germany, The
Netherlands, Spain and the United Kingdom, will be made pursuant to an exemption under Article 3(2) of
the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a
prospectus for offers of Securities. Accordingly, any person making or intending to make an offer in that
Relevant Member State of Securities which are the subject of the offering contemplated in this Prospectus,
other than Permitted Public Offers, may only do so in circumstances in which no obligation arises for the
Issuer, KBC Holding or any of the Managers (as defined under "Subscription and Sale") to publish a
prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article
16 of the Prospectus Directive, in each case, in relation to such offer. None of the Issuer, KBC Holding and
any Manager has authorised, nor does it authorise, the making of any offer (other than Permitted Public
Offers) of Securities in circumstances in which an obligation arises for the Issuer, KBC Holding or the
Managers to publish or supplement a prospectus for such offer.
Each of the Issuer and KBC Holding has confirmed to the Managers that this Prospectus contains all
information regarding the Issuer and KBC Holding, the Securities, the Support Agreement, the Profit-
Sharing Certificates and the Contingent Guarantee Agreement which is (in the context of the issue of the
Securities) material; such information is true and accurate in all material respects and is not misleading in
any material respect; any opinions, predictions or intentions expressed in this Prospectus on the part of the
Issuer or (as the case may be) KBC Holding are honestly held or made and are not misleading in any material
respect; this Prospectus does not omit to state any material fact necessary to make such information,
opinions, predictions or intentions (in such context) not misleading in any material respect; and all proper
enquiries have been made to ascertain and to verify the foregoing. Each of the Issuer and KBC Holding
accepts responsibility for the information contained in this Prospectus and declares that, having taken all
reasonable care to ensure that such is the case, the information contained in this Prospectus to the best of
their knowledge is in accordance with the facts and does not omit anything likely to affect the import of such
information. The previous sentence should be read in conjunction with the final paragraph on the front page
of this Prospectus.
An Investor intending to acquire or acquiring any Securities from an Offeror will do so, and offers and
sales of the Securities to an Investor by an Offeror will be made, in accordance with any terms and other
arrangements in place between such Offeror and such Investor including as to price, allocations and
settlement arrangements. The Issuer will not be a party to any such arrangements with Investors (other than
the Managers) in connection with the offer or sale of the Securities and, accordingly, this Prospectus does
not contain such information. The Investor must look to the Offeror at the time of such offer for the provision
of such information. The Issuer has no responsibility to an Investor in respect of such information.
The Managers 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 Managers as to the accuracy or completeness of the information contained or incorporated
in this Prospectus or any other information provided by the Issuer or KBC Holding in connection with the
offering of the Securities. The Managers accept no liability in relation to the information contained or
incorporated by reference in this Prospectus or any other information provided by the Issuer or KBC Holding
in connection with the offering of the Securities or their distribution.
Neither the Issuer nor KBC Holding has authorised the making or provision of any representation or
information regarding the Issuer, KBC Holding or the Securities other than as contained in this Prospectus
or as approved for such purpose by the Issuer and KBC Holding. Any such representation or information
should not be relied upon as having been authorised by the Issuer, KBC Holding or the Managers.
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Neither this Prospectus nor any other information supplied in connection with the offering of the
Securities (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as
a recommendation by the Issuer, KBC Holding or the Managers that any recipient of this Prospectus or any
other information supplied in connection with the offering of the Securities should purchase any Securities.
Each investor contemplating purchasing any Securities should make its own independent investigation of the
financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer and/or KBC
Holding. Neither this Prospectus nor any other information supplied in connection with the offering of the
Securities constitutes an offer or invitation by or on behalf of the Issuer, KBC Holding or the Managers to
any person to subscribe for or to purchase any Securities.
Neither the delivery of this Prospectus nor the offering, sale or delivery of any of the Securities shall
in any circumstances create any implication that there has been no adverse change, or any event reasonably
likely to involve any adverse change, in the condition (financial or otherwise) of the Issuer or KBC Holding
since the date of this Prospectus. The Managers expressly do not undertake to review the financial condition
or affairs of the Issuer of KBC Holding during the term of the Securities or to advise any investor in the
Securities of any information coming to their attention.
The distribution of this Prospectus and the offering, sale and delivery of the Securities in certain
jurisdictions may be restricted by law. The Issuer, KBC Holding and the Managers do not represent that this
Prospectus may be lawfully distributed, or that the Securities 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, no action has been taken by the Issuer, KBC Holding or the Managers which is intended to permit
a public offering of the Securities or the distribution of this Prospectus in any jurisdiction where action for
that purpose is required. Accordingly, no Securities may be offered or sold, directly or indirectly, and neither
this Prospectus nor any advertisement 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 Prospectus comes are required by the Issuer, KBC Holding
and the Managers to inform themselves about and to observe any such restrictions. For a description of
certain restrictions on offers, sales and deliveries of the Securities and on distribution of this Prospectus and
other offering material relating to the Securities, see "Subscription and Sale".
In particular, the Securities have not been, and will not be, registered under the United States
Securities Act of 1933 (the "Securities Act") and are subject to United States tax law requirements. Subject
to certain exceptions, Securities may not be offered, sold or delivered within the United States or to U.S.
persons.
In this Prospectus, unless otherwise specified, references to "EUR", "euro" or "" are to the single
currency introduced at the start of the Third Stage of European Economic and Monetary Union pursuant to
the Treaty establishing the European Community, as amended. References to "billions" are to thousands of
millions.
References herein to "KBC Group" or "KBC" are to KBC Holding and its subsidiaries.
References herein to articles of the Belgian company code enacted by the law of 7 May 1999 (the
"Belgian Company Code") shall be deemed to refer to such articles as the same may be amended from time
to time.
In connection with the issue of the Securities, Goldman Sachs International and Lehman
Brothers International (Europe) (the "Stabilising Managers") (or persons acting on behalf of the
Stabilising Managers) may over-allot Securities or effect transactions with a view to supporting the
market price of the Securities at a level higher than that which might otherwise prevail. However,
there is no assurance that the Stabilising Managers (or persons acting on behalf of the Stabilising
Managers) 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 Securities 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 Securities and 60 days after the date of the allotment of the Securities. Any stabilisation action or
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over-allotment must be conducted by the relevant Stabilising Managers (or persons acting on behalf
of the Stabilising Managers) in accordance with all applicable laws and rules.
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CONTENTS
Page
Summary ......................................................................................................................................
6
Risk Factors ..................................................................................................................................
13
Information incorporated by Reference........................................................................................
24
Terms and Conditions of the Securities ........................................................................................
26
Schedule-Terms and Conditions of the Profit-Sharing Certificates ............................................
47
Description of the Support Agreement ........................................................................................
56
Description of the Contingent Guarantee Agreement ..................................................................
58
Summary of Provisions relating to the Securities in Global Form ..............................................
60
Use of Proceeds ............................................................................................................................
63
Description of the Issuer ..............................................................................................................
64
Description of KBC Holding ........................................................................................................
82
Taxation ........................................................................................................................................
113
Subscription and Sale....................................................................................................................
120
General Information......................................................................................................................
124
5


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Le el:
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SUMMARY
This summary must be read as an introduction to this Prospectus and any decision to invest in the
Securities should be based on a consideration of this Prospectus as a whole, including the documents
incorporated by reference. No civil liability attaches to the persons responsible for this summary in any
Member State of the European Economic Area which has implemented the Prospectus Directive solely on the
basis of this summary, including any translation thereof, unless it is misleading, inaccurate or inconsistent
when read together with the other parts of this Prospectus, including any information incorporated by
reference. Where a claim relating to the information contained in this Prospectus is brought before a court
in a Member State of the European Economic Area, the plaintiff may, under the national legislation of the
Member State where the claim is brought, be required to bear the costs of translating this Prospectus before
the legal proceedings are initiated.
Words and expressions defined in the "Terms and Conditions of the Securities" below or elsewhere in
this Prospectus have the same meanings in this summary.
The Issuer:
Summary description of KBC Bank NV
KBC Bank NV is a multi-channel bank that caters primarily for
private persons and small and medium-sized companies. Its
geographic focus is on Europe. In its two home markets (Belgium
and Central Eastern Europe), KBC Bank NV has a very important
to even leading position. In the rest of the world, KBC Bank NV has
a selective presence in certain countries or areas. KBC Bank NV's
core business is retail and private bancassurance (including asset
management) in its two home markets, though it is also active in
services to corporations and market activities. See "Description of
the Issuer".
KBC Holding:
Summary description of KBC Holding
KBC Holding is the holding company of the KBC Group. KBC
Group is an integrated multi-channel bancassurance group, catering
mainly for retail customers, small and medium-sized enterprises
and private banking clientele. Geographically, KBC Group focuses
on Belgium and Central and Eastern Europe for its retail
bancassurance and asset management activities, as well as for the
provision of services to business customers, and occupies
significant, even leading positions in these two home markets. The
group is also active in a selection of other countries in Europe in
private banking and the provision of services to businesses.
Elsewhere around the globe, the group has established a presence in
selected countries and regions. KBC Holding has three main direct
subsidiaries, KBC Bank, KBC Insurance and KBL European
Private Bankers S.A. ("KBL"). See "Description of KBC Holding".
Managers:
Joint Lead Managers
Goldman Sachs International, KBC Bank NV and Lehman Brothers
International (Europe)
Senior Co-Lead Manager
Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (Rabobank
International)
The Securities:
Euro Directly Issued Perpetual Debt Securities.
Issue Price:
100 per cent. of the principal amount of the Securities.
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Issue Date:
14 May 2008
Use of Proceeds:
The proceeds of the issue of the Securities will be used by the Issuer
to increase its Tier 1 capital and for general corporate purposes.
Form and Denomination:
The Securities will be issued in the form of the Global Certificate,
which will be in bearer form representing Securities with a
denomination of 1,000 per Security. The Global Certificate will be
deposited on or around the Issue Date with the NBB as operator of
the X/N System or its custodian.
Status:
The payment obligations of the Issuer under the Securities will rank
behind the claims of holders of Senior and Subordinated
Indebtedness of the Issuer, pari passu with claims of holders of
Parity Securities and before the claims of holders of Junior
Securities of the Issuer. In the event of a Supervisory Event or a
general concursus creditorum on the assets of the Issuer, the
Securities will be converted automatically into Profit-Sharing
Certificates.
Support Agreement:
The Securities will have the benefit of a Support Agreement entered
into by KBC Holding. KBC Holding has agreed in the Support
Agreement (i) to contribute to the capital of the Issuer or otherwise
make available such funds as may be necessary in order to permit
the Issuer to pay any Mandatory Coupon due and payable, subject
to certain exceptions and (ii) to use reasonable efforts to ensure that
each of the Issuer and KBC Holding has sufficient authorised
capital in order to enable the Issuer to pay any Deferred Coupons on
any Deferred Coupon Satisfaction Date in accordance with the
Alternative Coupon Payment Method. The obligations of KBC
Holding under the Support Agreement are unsecured and
subordinated.
Interest:
The Securities will bear interest from (and including) 14 May 2008
at the rate to be determined by the Issuer, payable annually in arrear
on 14 May of each year, commencing on 14 May 2009.
Deferral of Interest:
The Issuer may at its option, or (if a Net Assets Deficiency Event
occurs and is continuing prior to an Interest Payment Date or would
occur as a result of the payment of interest on an Interest Payment
Date) shall, defer the payment of interest that would have been
payable on an Interest Payment Date or any portion thereof, with the
consequence that no interest amount or less than the full interest
amount will be payable on such Interest Payment Date.
Notwithstanding the foregoing and subject to certain exceptions,
Deferred Coupons will become mandatorily payable (i) upon any
payment of dividends on Junior Securities or Parity Securities of the
Issuer or KBC Holding or any redemption, repurchase or other
acquisition by the Issuer or KBC Holding of its Junior Securities or
Parity Securities (other than pursuant to a Permitted Share
Acquisition) pursuant to Condition 6(b) (Dividend Stopper and
Mandatory Coupons ­ Mandatory Coupons), (ii) in the case of an
Exceptional Deferred Coupon, on the date falling 90 business days
following the date on which the Net Assets Deficiency Event giving
rise to the Exceptional Deferred Coupon first occurred or, if later,
the next Interest Payment Date following the date on which such
Net Assets Deficiency Event occurred, or (iii) in the case of an
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Elective Deferred Coupon, on the date falling 90 business days
following the Interest Payment Date in respect of which the
Deferral Notice was given. The Issuer will generally be required to
satisfy its obligation to pay Deferred Coupons only in accordance
with the Alternative Coupon Payment Method.
Dividend Stopper:
Following the issue of a Deferral Notice by the Issuer and
continuing until all Deferred Coupons are paid in full: the Issuer and
KBC Holding (i) will not propose to their shareholders and, to the
fullest extent permitted by applicable law, will otherwise act to
prevent the declaration or payment of any dividend on their Junior
Securities or Parity Securities and (ii) will not redeem, repurchase
or otherwise acquire any of their Junior Securities or Parity
Securities (other than pursuant to a Permitted Share Acquisition).
If less than the full amount of interest is paid on the Securities on
any Interest Payment Date, the undertakings described above will
not prevent the distribution of a partial dividend, in the same
proportion, on any Set Rate Parity Securities during the period
beginning on such Interest Payment Date and ending before the next
succeeding Interest Payment Date.
Mandatory Coupons:
If the Issuer or KBC Holding (A) pays any dividend on any of its
Junior Securities or Parity Securities or (B) redeems, repurchases or
otherwise acquires any of its Junior Securities or Parity Securities
(other than pursuant to a Permitted Share Acquisition), then (i) all
Deferred Coupons will become mandatorily due and payable, and
(ii) the interest due and payable on each Interest Payment Date
occurring during the Relevant Period will be mandatorily due and
payable on each such date (a "Mandatory Coupon Date"), in each
case, notwithstanding any Deferral Notice as to such interest or the
occurrence of any Net Assets Deficiency Event with respect to the
Issuer.
In the case of any dividend on any Set Rate Parity Securities, the
interest payable on each related Mandatory Coupon Date will be
payable in an amount that results in payment on such Mandatory
Coupon Date of a proportion of the full interest amount on the
Securities payable on the Interest Payment Date equal to the
proportion that a full dividend on such Set Rate Parity Securities
bears to such dividend.
The Issuer will be permitted, but shall not be required, to satisfy its
obligation to pay the interest payable on a Mandatory Coupon Date
in accordance with the Alternative Coupon Payment Method.
Alternative Coupon Payment
The Issuer will satisfy its obligation to pay any Deferred Coupon on
Method:
a Deferred Coupon Satisfaction Date only in accordance with the
procedure described in Condition 7 (Alternative Coupon Payment
Method) and the Issuer may elect to follow such procedure in order
to satisfy its obligation to pay any interest payable on any Interest
Payment Date or Mandatory Coupon Date.
The Alternative Coupon Payment Method involves the Issuer
issuing Issuer Ordinary Shares and delivering them to KBC Holding
and KBC Holding issuing KBC Holding Ordinary Shares and
delivering them to the Fiscal Agent. The Fiscal Agent will then use
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reasonable endeavours to procure purchasers for the KBC Holding
Ordinary Shares in order to provide enough cash to enable the
Fiscal Agent to make full payment of the Deferred Coupons or
interest then due and payable.
If the net sale proceeds from the sale of KBC Holding Ordinary
Shares available for distribution to Holders are less than the full
amount of the Deferred Coupon and Additional Amounts or interest
then payable, Holders will be paid rateably in any distribution of
such proceeds, in proportion to the full amount of the Deferred
Coupons and Additional Amounts that would be due and payable on
such Deferred Coupon Satisfaction Date. The completion of the
steps set out in Condition 7 (Alternative Coupon Payment Method)
will satisfy the Issuer's obligation to pay any Deferred Coupon on a
Deferred Coupon Satisfaction Date, notwithstanding any shortfall
in the sufficiency of the net sale proceeds to pay the full amount of
the Deferred Coupon and Additional Amounts or interest then
payable.
Each of the Issuer and KBC Holding has undertaken to use all
reasonable efforts to ensure that it has sufficient authorised capital
to enable the Issuer to be able to pay Deferred Coupons and interest
(if it elects to do so) in accordance with the Alternative Coupon
Payment Method.
Notwithstanding the foregoing, if, in the opinion of the Issuer, a
Postponement Event occurs, the obligation to pay or satisfy the
relevant Deferred Coupon or amount of interest then due and
payable shall be deferred until a Postponement Event is no longer
continuing.
Maturity:
The Securities are perpetual securities and have no fixed maturity
date.
Optional Redemption:
The Securities may be redeemed at the Base Redemption Price, at
the option of the Issuer, subject to compliance with applicable
regulatory requirements, including the prior approval of the Belgian
Banking, Finance and Insurance Commission (Commission
Bancaire Financière et des Assurances/Commissie voor het Bank-,
Financie- en Assurantiewezen) (the "CBFA"), in whole (but not in
part), on 14 May 2013 (the "First Call Date") or on any subsequent
Interest Payment Date.
Upon the occurrence of a Tax Event or a Tier 1 Disqualification
Event, the Issuer will have the right, subject to the prior approval of
the CBFA, (i) at any time before the First Call Date, to redeem the
Securities, in whole (but not in part), at a redemption price equal to
the greater of (x) the Make Whole Amount and (y) the Base
Redemption Price, (ii) on the First Call Date or at any time
thereafter, to redeem the Securities, in whole (but not in part), at the
Base Redemption Price, or (iii) at any time, to convert the
Securities, in whole (but not in part), into Conversion Upper Tier 2
Instruments.
In any event, no redemption or conversion of Securities will be
permitted if, before or after giving the effect to such redemption or
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conversion, a Net Assets Deficiency Event has occurred and is
continuing with respect to the Issuer.
Mandatory Conversion:
Upon the occurrence of a Supervisory Event or any event resulting
in a general concursus creditorum on the assets of the Issuer, the
Securities will be converted into Profit-Sharing Certificates (in
consideration for a contribution in kind of the Securities to the
Issuer) ("Mandatory Conversion"), on the Issuer's giving notice,
having a total nominal value in euro equal to the aggregate of (i) the
aggregate outstanding principal amount of the Securities, (ii)
accrued but unpaid interest on the Adjusted Outstanding Principal
Amount, if any, with respect to the current Interest Period accrued
on a daily basis to (but excluding) the date of the Mandatory
Conversion, (iii) unpaid Deferred Coupons, if any, and (iv)
Additional Amounts, if any (the "Mandatory Conversion
Amount").
The contribution referred to above will take place without the need
for further consent or action by the Holders. The issuance of the
Profit-Sharing Certificates will be recorded by authentic deed made
at the request of the board of directors of the Issuer.
Events of Default:
If any of the following events occurs and is continuing:
(i)
the Issuer fails to pay all mandatorily due and payable
Deferred Coupons on any Deferred Coupon Satisfaction
Date and the default continues for a period of 30 days; or
(ii)
the Issuer fails to pay all Mandatory Coupons, which are due
and payable on any Mandatory Coupon Date, on such
Mandatory Coupon Date and the default continues for a
period of 30 days,
then Holders of Securities holding not less than one quarter of the
aggregate principal amount of the outstanding Securities may
institute proceedings to obtain the payment of the amounts due or to
obtain the bankruptcy of the Issuer (or any analogous proceeding
which may be available from time to time under the laws of
Belgium).
No remedy against the Issuer, other than the institution of the
proceedings referred to above or proving in the bankruptcy,
dissolution or liquidation of the Issuer, shall be available to the
Holders of the Securities in respect of any Event of Default.
Withholding Tax:
All payments of principal, premium (if any) and interest in respect
of the Securities will be made without withholding taxes of the
Kingdom of Belgium, unless the withholding is required by a
Belgian taxing authority. In such event (subject to customary
exceptions), the Issuer will pay such additional amounts as will be
necessary to ensure that the net amount received by Holders and
Couponholders, after such withholding, will equal the amount
which would have been receivable in the absence of such
withholding.
Governing Law:
The Securities and all matters arising from or connected with the
Securities will be governed by, and shall be construed in accordance
with, English law.
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