Obbligazione Belfius Banque 0% ( BE6283639761 ) in EUR

Emittente Belfius Banque
Prezzo di mercato 100 EUR  ⇌ 
Paese  Belgio
Codice isin  BE6283639761 ( in EUR )
Tasso d'interesse 0%
Scadenza 11/01/2021 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione Belfius Bank BE6283639761 in EUR 0%, scaduta


Importo minimo 100 000 EUR
Importo totale 15 000 000 EUR
Descrizione dettagliata Belfius Bank è una banca belga, parte del gruppo Belfius, che offre una vasta gamma di servizi finanziari a privati e aziende.

The Obbligazione issued by Belfius Banque ( Belgium ) , in EUR, with the ISIN code BE6283639761, pays a coupon of 0% per year.
The coupons are paid 4 times per year and the Obbligazione maturity is 11/01/2021










BELFIUS BANK SA/NV

(incorporated with limited liability in Belgium)

Euro 10,000,000,000
Euro Medium Term Note Programme
due from one month from the date of original issue
Under the Euro Medium Term Note Programme (the "Programme") described in this base prospectus (the "Base Prospectus"), Belfius Bank SA/NV ("Belfius Bank" or the

"Issuer"), subject to compliance with all relevant laws, regulations and directives, may from time to time issue Euro Medium Term Notes that rank as senior obligations of the
Issuer (the "Senior Notes") and Euro Medium Term Notes that rank as subordinated obligations of the Issuer (the "Subordinated Notes" and together with the Senior Notes, the
"Notes"). The aggregate principal amount of Notes outstanding will not at any time exceed Euro 10,000,000,000 (or the equivalent in other currencies).
This Base Prospectus (which expression shall include this Base Prospectus as amended and/or supplemented from time to time and all documents incorporated by reference herein)
has been prepared for the purpose of providing disclosure information with regard to the Issuer and the Notes. This Base Prospectus has been approved as a base prospectus for the
purposes of Article 5.4 of Directive 2003/71/EC, as amended by Directive 2010/73/EU, on 11 May 2015 by the Commission de Surveillance du Secteur Financier (the "CSSF") in
its capacity as competent authority under the Luxembourg law of 10 July 2005 (as amended by the Luxembourg law of 3 July 2012) relating to prospectuses for securities (the
"Luxembourg Law on Prospectuses"). The CSSF assumes no responsibility as to the economic and financial soundness of the transaction and the quality or solvency of the Issuer
in line with the provisions of article 7(7) of the Luxembourg Law on Prospectuses. The CSSF has neither reviewed nor approved the information contained in this Base Prospectus
in relation to any issuance of any Notes that are not to be listed on the official list of the Luxembourg Stock Exchange and admitted to trading on the regulated market of the
Luxembourg Stock Exchange (the "Market") and for which a prospectus is not required in accordance with the Prospectus Directive. In relation to any Notes, this Base Prospectus
must be read as a whole and together with the applicable Final Terms (as defined below). Any Notes issued under the Programme on or after the date of this Base Prospectus are
issued subject to the provisions described or incorporated by reference herein. Application has also been made to the Luxembourg Stock Exchange for Notes issued under the
Programme for the period of 12 months from the date of this Base Prospectus to be listed on the official list of the Luxembourg Stock Exchange and admitted to trading on the
Market. References in this Base Prospectus to Notes being "listed" (and all related references), except where the context otherwise requires, shall mean that such Notes have been
listed and admitted to trading on the Market. The Market is a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council on markets
in financial instruments. No certainty can be given that the application for the listing of any Notes will be granted. Furthermore, admission of the Notes to the official list and trading
on the Market is not an indication of the merits of the Issuer or the Notes. Unlisted Notes may also be issued pursuant to the Programme. The applicable Final Terms in respect of
the issue of any Notes will specify whether or not such Notes will be listed on the official list and admitted to trading on the Market (or any other stock exchange).
The Notes issued will be in dematerialised form in accordance with Articles 468 et seq. of the Belgian Companies Code, and will be represented by a book-entry in the records of
the clearing system operated by the National Bank of Belgium (the "NBB") or any successor thereto (the "Securities Settlement System"). The Senior Notes may be eligible as
ECB collateral. The Programme has been rated A- in respect of Senior Notes with a maturity of one year or more, A-2 in respect of Senior Notes with a maturity of less than one
year, and BBB- in respect of Subordinated Notes by Standard & Poor's Credit Market Services France SAS ("Standard & Poor's"), and Baa1 in respect of Senior Notes and Ba2 in
respect of Subordinated Notes by Moody's France SAS ("Moody's"). Each of Moody's and Standard & Poor's is established in the European Union and is included in the updated
list of credit rating agencies registered in accordance with Regulation (EC) No.1060/2009 on credit rating agencies, as amended by Regulation (EU) No 513/2011, as amended (the
"CRA Regulation") published on the European Securities and Markets Authority ("ESMA")'s website (http://www.esma.europa.eu) (on or about 7 May 2015). Tranches of Notes
(as defined in "Overview of the Programme") to be issued under the Programme will be rated or unrated. Where a Tranche of Notes is to be rated, such rating will not necessarily be
the same as the ratings assigned to the Programme. Whether or not a rating in relation to any Tranche of Notes will be treated as having been issued by a credit rating agency
established in the European Union and registered under the CRA Regulation will be disclosed in the applicable Final Terms. A security rating is not a recommendation to buy, sell
or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.
The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or any U.S. state securities laws and, unless
so registered, may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons as defined in Regulation S under the Securities Act
("Regulation S") except pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act and applicable U.S. state securities laws.
This Base Prospectus shall be valid for a period of one year from its date of approval.
The issue price and amount of the relevant Notes will be determined at the time of the offering of each Tranche based on the then prevailing market conditions.
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in the Base Prospectus. This Base Prospectus does not describe
all of the risks of an investment in the Notes.
Arranger
Société Générale Corporate & Investment Banking

Dealers

Banco Bilbao Vizcaya Argentaria, S.A.
Barclays
Belfius Bank
BNP PARIBAS
Citigroup
Commerzbank
Crédit Agricole CIB
Credit Suisse
HSBC
J.P. Morgan
Landesbank Baden-Württemberg
Morgan Stanley
Nomura
Société Générale Corporate & Investment Banking
The Royal Bank of Scotland
UBS Investment Bank
UniCredit Bank


Base Prospectus dated 11 May 2015

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Responsibility Statement
Belfius Bank accepts responsibility for the information contained in this Base Prospectus. To the best of the
knowledge of Belfius Bank (having taken all reasonable care to ensure that such is the case), 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.
General
This Base Prospectus has been prepared on the basis that any offer of Notes in any Member State of the
European Economic Area which has implemented the Prospectus Directive (each a "Relevant Member
State") will be made pursuant to an exemption under the Prospectus Directive, as implemented in that
Relevant Member State, from the requirement to publish a prospectus for offers of Notes. Accordingly, any
person making or intending to make an offer in that Relevant Member State of Notes which are the subject of
an offering contemplated in this Base Prospectus as completed by the final terms ("Final Terms") in relation
to the offer of those Notes may only do so in circumstances in which no obligation arises for Belfius Bank or
any Dealer (as defined in "Overview of the Programme" below) 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. Neither Belfius Bank nor any Dealer has authorised, nor do they authorise,
the making of any offer of Notes in circumstances in which an obligation arises for Belfius Bank or any
Dealer to publish or supplement a prospectus for such offer. The expression "Prospectus Directive" means
Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent
implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant
Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.
This Base Prospectus is to be read in conjunction with all documents which are incorporated herein by
reference (see "Documents Incorporated by Reference"). This Base Prospectus should be read and construed
together with any amendments or supplements hereto and, in relation to any Tranche of Notes, should be read
and construed together with the applicable Final Terms.
No person has been authorised to give any information or to make any representation other than those
contained in 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 Belfius Bank or any of the
Dealers or the Arranger (as defined in "Overview of the Programme"). 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 Belfius Bank 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
in the financial position of the Issuer since the date hereof or the date upon which this Base Prospectus has
been most recently amended or supplemented, or that any other information 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.
In the case of any Notes which are to be admitted to trading on a regulated market within the European
Economic Area or offered to the public in a Member State of the European Economic Area in circumstances
which would otherwise require the publication of a prospectus under the Prospectus Directive (2003/71/EC),
the minimum specified denomination shall be 100,000 (or its equivalent in any other currency as at the date
of issue of the Notes).
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 Belfius Bank, the
Dealers and the Arranger to inform themselves about and to observe any such restriction. The Notes have not

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been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities
Act"). 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
Base Prospectus, see "Subscription and Sale".
This Base Prospectus does not constitute an offer of, or an invitation by or on behalf of Belfius Bank, the
Dealers or the Arranger to subscribe for, or purchase, any Notes.
To the fullest extent permitted by law, none of the Dealers or the Arranger accept any responsibility for the
contents of this Base Prospectus or for any other statement made or purported to be made by the Arranger or a
Dealer or on its behalf in connection with Belfius Bank or the issue and offering of the Notes. The Arranger
and each Dealer accordingly disclaim all and any liability whether arising in tort or contract or otherwise
(save as referred to above) which they 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 any of Belfius Bank, the
Arranger or the Dealers that any recipient of this Base Prospectus or any other financial statements should
purchase 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. None of the Dealers or the Arranger undertakes to review the financial condition or affairs
of Belfius Bank 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 any of the Dealers or
the Arranger.
In connection with the issue of any Tranche (as defined in the section "Overview of the Programme - Method
of Issue") of Notes, the Dealer or Dealers (if any) named as the stabilising manager(s) (the "Stabilising
Manager(s)") (or persons acting on behalf of any Stabilising Manager(s)) in the applicable Final Terms may
over-allot Notes or effect transactions with a view to supporting the market price of Notes at a level higher
than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager(s) (or
persons 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 final 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 person(s) acting on behalf of any Stabilising Managers) in accordance with all applicable laws and rules.
In this Base Prospectus, unless otherwise specified or the context otherwise requires, references to "U.S.$"
are to the lawful currency of the United States, to "euro", "EUR" and "" are to the lawful currency of the
member states of the European Union that have adopted or adopt the single currency in accordance with the
Treaty establishing the European Union, as amended, and to "£" are to Sterling, the lawful currency of the
United Kingdom.

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TABLE OF CONTENTS
Page
RISK FACTORS ................................................................................................................................................ 5
OVERVIEW OF THE PROGRAMME .............................................................................................................28
DOCUMENTS INCORPORATED BY REFERENCE .....................................................................................35
PROSPECTUS SUPPLEMENT .......................................................................................................................36
TERMS AND CONDITIONS OF THE NOTES ..............................................................................................37
CLEARING .......................................................................................................................................................70
USE OF PROCEEDS ........................................................................................................................................71
DESCRIPTION OF THE ISSUER ...................................................................................................................72
EU DIRECTIVE ON THE TAXATION OF SAVINGS INCOME ­ EXCHANGE OF INFORMATION .....101
THE PROPOSED EU FINANCIAL TRANSACTION TAX .........................................................................103
BELGIAN TAXATION ON THE NOTES .....................................................................................................104
LUXEMBOURGIAN TAXATION ON THE NOTES ....................................................................................109
U.S. WITHHOLDING TAX UNDER FATCA ................................................................................................ 110
SUBSCRIPTION AND SALE ........................................................................................................................ 112
FORM OF FINAL TERMS ............................................................................................................................. 115
PART A - CONTRACTUAL TERMS ............................................................................................................. 116
PART B - OTHER INFORMATION ...............................................................................................................128
GENERAL INFORMATION ..........................................................................................................................132


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RISK FACTORS
An investment in the Notes involves a degree of risk. Prospective investors should carefully consider the risks
set forth below and the other information contained in this Base Prospectus (including information
incorporated by reference) before making any investment decision in respect of the Notes. The risks described
below are risks which the Issuer believes may have a material adverse effect on the Issuer's financial
condition and the results of its operations, the value of the Notes or the Issuer's ability to fulfil its obligations
under the Notes. All of these factors are contingencies which may or may not occur and the Issuer is not in a
position to express a view on the likelihood of all or any of such contingencies occurring. Additional risk and
uncertainties, including those of which the Issuer is not currently aware or deems immaterial, may also
potentially have an adverse effect on the Issuer's business, results of operations, financial condition or future
prospectus or may result in other events that could cause investors to lose all or part of their investment.
Factors which the Issuer believes may be material for the purpose of assessing the market risks associated
with the Notes issued under the Programme are also described below.
The Issuer believes that the factors described below represent the principal known risks inherent in investing
in Notes issued under the Programme, but the inability of the Issuer to pay interest, principal or other
amounts on or in connection with any Notes may occur for other reasons which are not known to the Issuer or
which the Issuer deems immaterial at this time. Prospective investors should also read the detailed
information set out elsewhere in this Base Prospectus (including any documents deemed to be incorporated in
it by reference) and reach their own views prior to making any investment decision.
Capitalised terms used herein and not otherwise defined shall bear the meaning ascribed to them in the
"Terms and Conditions of the Notes" below.
Factors that may affect Belfius Bank's ability to fulfil its obligations under the Notes.
Like other banks, Belfius Bank faces financial risk in the conduct of its business, such as credit risk,
operational risk and market risk (including liquidity risk).
Risks related to the business of banks in general, including Belfius Bank
1.
Credit risk
General credit risks are inherent in a wide range of Belfius Bank's businesses. These include risks
arising from changes in the credit quality of its borrowers and counterparties and the inability to
recover loans and any amounts due. Belfius Bank is subject to the credit risk that third parties such as
trading counterparties, counterparties under swaps and credit and other derivative contracts, borrowers
of loans made available by Belfius Bank, the issuers of securities which Belfius Bank holds,
customers, clearing agents and clearing houses, exchanges, guarantors, (re-)insurers and other financial
intermediaries owing Belfius Bank money, securities or other assets do not pay, deliver or perform
under their obligations. Bankruptcy, lack of liquidity, downturns in the economy or real estate values,
operational failure or other reasons may cause them to default on their obligations towards Belfius
Bank.
Being a universal commercial credit institution, Belfius Bank is financing clients from the public and
social sector and corporates through its Public and Wholesale Banking business unit as well as
households, self-employed persons and small businesses through its Retail and Commercial Banking
business unit.

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Credit risk measurements rely principally on internal rating systems put in place by Belfius Bank
under Basel II. The risk approach of Belfius Bank is based on its decision to apply the IRBA II
Advanced method. This choice has been acknowledged by the regulators. Each counterparty is rated
by analysts in charge of credit risk or by dedicated scoring systems. This rating corresponds to a
valuation of the counterparty's level of default risk, expressed on an internal rating scale, and is a key
element in the loan granting process by the credit committee or by automated granting systems.
Ratings are reviewed at least annually according to regulatory constraints, and this allows a proactive
identification of counterparties requiring regular monitoring by the "watchlist" committee.
In order to control the general credit risk profile and to limit risk concentrations, credit risk limits are
defined for each counterparty, fixing the maximum exposure to credit risk deemed acceptable for a
given counterparty. Limits may also be imposed per economic sector and per product. The risk
management department proactively monitors these limits, in relation to the evolution of the
perception of risks run by Belfius Bank. In order to take more recent events into consideration, specific
limits may be frozen at any time by the risk management department. Nonetheless, no assurance can
be given that the strategy and framework to control the general credit risk profile and to limit risk
concentrations will be effective and will not have an adverse effect on Belfius Bank's results of
operations, financial conditions or prospects.
2.
Market risk
The businesses and earnings of Belfius Bank and of its individual business segments are affected by
market conditions. Market risks are all the risks linked to the fluctuations of market prices, including,
principally, exposure to loss arising from adverse movements in interest rates, and, to a lesser extent,
foreign exchange rates and equity prices, stemming from Belfius Bank's activities. Due to the nature of
its activity, Belfius Bank is prevented from assuming significant exposure to market risk. Market risks
generated by the capital markets activities stem mainly from short-term cash management and a
portfolio of derivative products with customers that is managed on a market value basis. Market risks
generated by the commercial businesses are generally hedged and residual risks are handled by the
asset and liability management function.
3.
Operational risk
Belfius Bank defines "operational risk" as the risk of financial or non-financial impact resulting from
inadequate or failed internal processes, people and systems, or from external events. The definition
includes legal, reputational and strategic risk but excludes expenses from commercial decisions.
The framework on the management of operational risk at Belfius Bank is in place and is based on the
principles mentioned in the "principles for the sound management of operational risk" (Bank for
International Settlements, June 2011).
The governance structure is based on a first line responsibility by the business management and a
second line responsibility by the operational risk management department, who defines the
methodological principles. There is a clear separation of duties between both lines.
The operational risk management includes the collection of operational events (loss data), the
organisation of yearly risk and control self-assessments, as well as the performance of scenario
analysis, the collection of insurance claims and the yearly review of the insurance policies, advice on
operational risk topics, co-ordination of the fraud management at Belfius Bank, the development and
testing of business continuity plans and performance of business impact analysis, a crisis
management programme, the management of information risk. All activities of Belfius Bank are
covered by the current framework.

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4.
Liquidity risk
The liquidity risk at Belfius Bank is mainly affected by the following factors:
· the amounts of commercial funding collected from retail and private customers, small,
medium-sized and large companies, public and similar customers and the way these funds are
allocated to customers through commercial loans;
· the volatility of the collateral that is frozen with counterparties as part of the framework of
derivative and repo transactions (so called cash & securities collateral);
· the value of the liquid reserves by virtue of which Belfius Bank can collect funding on the
repo market and/or from the European Central Bank;
· the capacity to obtain interbank and institutional funding.
Liquidity and Capital Management (LCM) within the Finance department of Belfius Bank is the front-
line manager for the liquidity and capital requirements of Belfius Bank. It identifies, analyses, and
reports, on current and future liquidity positions and risk, and then defines and coordinates the action
needed to keep them in the right direction, under the operational responsibility of the Chief Financial
Officer (CFO) and under the general responsibility of the Management Board. The CFO also bears
final operational responsibility for managing the interest rate risk contained in the balance sheet via the
Asset and Liability Management direction and the Asset and Liability Committee, meaning that total
balance sheet management comes under its operational responsibility.
LCM holds committee meetings each week attended by the CFO, the Risk Department, the Treasury
department and the Retail and Commercial Business and Public and Wholesale Business lines. This
committee implements the decisions taken by LCM in relation to obtaining short-term and long-term
funding on the institutional market and in the commercial franchise.
LCM also monitors the funding plan to guarantee that Belfius Bank complies with its internal and
regulatory liquidity ratios.
LCM reports on a daily and weekly basis to the Management Board about Belfius Bank's liquidity
situation.
Second-line controls for monitoring the liquidity risk are performed by the Risk department, which
ensures that the reports published are accurate, challenges the retained hypothesis and models, realises
simulation over stress situations and oversees compliance with limits, as laid down in the Liquidity
Guideline.
5.
Competition
Belfius Bank faces strong competition across all its markets from local and international financial
institutions including banks, life insurance companies and mutual insurance organisations. While
Belfius Bank believes it is positioned to compete effectively with these competitors, there can be no
assurance that increased competition will not adversely affect Belfius Bank's pricing policy and lead to
losing market share in one or more markets in which it operates.
Competition is also affected by other factors such as changes in consumer demand and regulatory
actions. Moreover competition can increase as a result of internet and mobile technologies changing
customer behaviour, the rise of mobile banking and the threat of banking business being developed by
non-financial companies, all of which may reduce the profits of the credit institution.

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6.
Increased and changing regulation of the financial services industry could have an adverse effect
on Belfius Bank's operations
As is the case for all credit institutions, Belfius Bank's business activities are subject to substantial
regulation and regulatory oversight in the jurisdictions in which it operates, mainly in Belgium.
Recent developments in the global markets have led to an increased involvement of various
governmental and regulatory authorities in the financial sector and in the operations of financial
institutions. In particular, governmental and regulatory authorities in France, the United Kingdom, the
United States, Belgium, Luxembourg and elsewhere have, as a result, provided additional capital and
funding requirements and have introduced and may, in the future, be introducing a significantly more
restrictive regulatory environment, including new accounting and capital adequacy rules, restrictions
on termination payments for key personnel and new regulation of derivative instruments. Current
regulation, together with future regulatory developments, could have an adverse effect on how Belfius
Bank conducts its business and on the results of its operations.
The recent global economic downturn has resulted in significant changes to regulatory regimes. There
have been significant regulatory developments in response to the global crisis, including the stress test
exercise co-ordinated by the Committee of European Banking Supervisors in co-operation with the
European Central Bank (the "ECB"), liquidity risk assessments and the adoption of a new regulatory
framework. The most relevant areas of regulation include the following:
· The requirements under Basel III have been implemented in the European Union through the
adoption of (i) Directive 2013/36/EU of the European Parliament and of the Council of 26
June 2013 on access to the activity of credit institutions on prudential requirements for credit
institutions and investment firms ("CRD") and (ii) Regulation (EU) No. 575/2013 of the
European Parliament and of the Council of 26 June 2013 on prudential requirements for credit
institutions and investment firms ("CRR" and together with CRD, "CRD IV").
· The European Parliament and the Council of the European Union adopted on respectively 15
April 2014 and 6 May 2014 Directive 2014/59/EU of the European Parliament and of the
Council of 15 May 2014 establishing a framework for the recovery and resolution of credit
institutions and investment firms and amending Council Directive 82/891/EEC, and
Directives 2001/24/EC, 2002/47/EC, 2004/25/EC, 2005/56/EC, 2007/36/EC, 2011/35/EU,
2012/30/EU and 2013/36/EU, and Regulations (EU) No 1093/2010 and (EU) No 648/2012, of
the European Parliament and of the Council (the "Bank Recovery and Resolution
Directive" or "BRRD"). The aim of the BRRD is to provide supervisory and resolution
authorities, including the resolution college of the NBB within the meaning of Article 21ter of
the Law of 22 February 1998 establishing the organic statute of the National Bank of
Belgium, or any successor body or authority of the resolution college (including the SRB (as
defined below)) (the "National Resolution Authority" and, together with the national
resolution authorities of other participating Member States, the "NRAs" ), with common tools
and powers to address banking crises pre-emptively in order to safeguard financial stability
and minimise taxpayers' exposure to losses. Regulation (EU) No 806/2014 of the European
Parliament and of the Council of 15 July 2014 establishing uniform rules and a uniform
procedure for the resolution of credit institutions and certain investment firms in the
framework of a Single Resolution Mechanism and a Single Resolution Fund entered into
force on 19 August 2014. From that moment, a centralised power of resolution has been
established and entrusted to the Single Resolution Board (the "SRB"). Once operational, the
SRB will work in close cooperation with the NRAs.


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· As part of the so-called banking union, the "Single Supervision Mechanism" or "SSM" was
adopted by Council Regulation (EU) No 1024/2013 of 15 October 2013 conferring specific
tasks on the European Central Bank concerning policies relating to the prudential supervision
of credit institutions. Under the SSM, the European Central Bank (ECB) will assume certain
supervisory responsibilities in relation to Belfius Bank, which were previously handled by the
NBB. The ECB may interpret the applicable banking regulations, or exercise discretions
given to the regulator under the applicable banking regulations, in a different manner than the
NBB.
· On 25 April 2014, a new law on the status and supervision of credit institutions was adopted
in Belgium (i.e. Wet op het statuut van en het toezicht op kredietinstellingen / Loi relative au
statut et au contrôle des établissements de crédit) (the "Belgian Banking Law"). The Belgian
Banking Law entered, subject to certain exceptions (including in respect of its resolution
regime), into force on 7 May 2014.
Belfius Bank's business and earnings are also affected by fiscal and other policies that are adopted by
the various regulatory authorities of the European Union, foreign governments and international
agencies. The nature and impact of future changes to such policies are not predictable and are beyond
Belfius Bank's control.
Belfius Bank conducts its business subject to on-going regulation and associated regulatory risks,
including the effects of changes in the laws, regulations, policies and interpretations mainly in Belgium
but also in the other regions in which Belfius Bank does business. Changes in supervision and
regulation, in particular in Belgium, could materially affect Belfius Bank's business, the products and
services offered by it or the value of its assets.
7.
Belgian banking law
The Belgian Banking Law is based on the existing regulatory framework and implements into Belgian
law (i) the CRD, as defined and explained in paragraph 8 (Effective capital management and capital
adequacy and liquidity requirements) below, and (ii) the BRRD, as defined and explained in paragraph
9 (European Resolution Regime) below, other than insofar as it relates to the bail-in regime (which is
scheduled to enter into force on 1 January 2016, subject to adoption of the relevant implementing
rules).
The Belgian Banking Law will have an impact that goes beyond the mere transposition of the
aforementioned CRD and BRRD. This is, in particular, but not solely, due to (i) the increased
regulatory attention to, and regulation of, corporate governance (including executive compensation),
(ii) the need for strategic decisions to be pre-approved by the regulator, and (iii) the prohibition
(subject to limited exceptions) of proprietary trading. In respect of the last point, Belfius Bank does not
expect such prohibition to have a material impact on its business as it is currently being conducted.
In addition, the Lead Regulator (as defined in the Conditions) will need to pre-approve any strategic
decision of any Belgian financial institution subject to the Belgian Banking Law (including the Issuer,
and regardless of it being systemically important or not). For these purposes, strategic decisions
include decisions having significance relating to each investment, disinvestment, participation or
strategic cooperation agreement of the financial institution, including decisions regarding the
acquisition of another institution, the establishment of another institution, the incorporation of a joint
venture, the establishment in another country, the conclusion of cooperation agreement, the
contribution of or the acquisition of a branch of activities, a merger or a demerger. The Lead Regulator
will have the benefit of extensive discretionary power in this area.

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It should be noted that (i) certain elements of the Belgian Banking Law require further detailed
measures to be taken by other authorities, in particular the National Bank of Belgium, (ii) certain
elements of the Belgian Banking Law will be influenced by further regulations (including through
technical standards) taken or to be taken at European level, and (iii) the application of the Belgian
Banking Law may be influenced by the recent assumption by the European Central Bank of certain
supervisory responsibilities which were previously handled by the National Bank of Belgium and, in
general, by the allocation of responsibilities between the European Central Bank and the National
Bank of Belgium.
Finally, it should be noted that certain of the European initiatives (in particular the prohibition on
proprietary trading) to be transposed into Belgian law pursuant to the Belgian Banking Law are still in
draft form, or subject to political discussion, at the European level. Whilst the Belgian Banking Law
contains powers to allow the government to conform the Belgian Banking Law to developments at a
European level in certain areas through a royal decree, it cannot be ruled out that there will be
differences between the regulatory regime promulgated by the relevant European directives and the
regulatory regime of the Belgian Banking Law.
8.
Effective capital management and capital adequacy and liquidity requirements
Effective management of Belfius Bank's capital is critical to its ability to operate its businesses and to
grow organically. Belfius Bank is required by regulators in Belgium and other jurisdictions in which it
undertakes regulated activities to maintain adequate capital resources. The maintenance of adequate
capital is also necessary for Belfius Bank's financial flexibility in the face of continuing turbulence and
uncertainty in the global economy. Accordingly, the purpose of the issuance of the Notes is, amongst
others, to allow Belfius Bank to strengthen its capital position.
In December 2010, the Basel Committee on Banking Supervision (the "Basel Committee") reached
agreement on comprehensive changes to the capital adequacy framework, known as Basel III. A
revised version of Basel III was published in June 2011. The purpose was to raise the resilience of the
banking sector by increasing both the quality and quantity of the regulatory capital base and enhancing
the risk coverage of the capital framework. Among other things, Basel III introduced new eligibility
criteria for common equity Tier 1, Additional Tier 1 and Tier 2 capital instruments with a view to
raising the quality of regulatory capital, and increased the amount of regulatory capital that institutions
are required to hold. Basel III also requires institutions to maintain a capital conservation buffer above
the minimum capital ratios which, if not maintained, results in certain capital distribution constraints
being imposed on Belfius Bank. The capital conservation buffer, to be comprised of common equity
Tier 1 capital, would result in an effective common equity Tier 1 capital requirement of 7 per cent. of
risk-weighted assets (i.e., its assets adjusted for their associated risks). In addition, Basel III directs
national regulators to require certain institutions to maintain a counter-cyclical capital buffer during
periods of excessive credit growth. Basel III further introduced a leverage ratio for institutions as a
backstop measure, to be applied from 2018 alongside current risk-based regulatory capital
requirements. The changes in Basel III are contemplated to be phased in gradually between January
2013 and January 2022. Basel III has been introduced in the European Union through CRD IV.
CRD IV (consisting of CRD and CRR) applies since 1 January 2014 and imposes a series of new
requirements, many of which are being phased in over a number of years. Certain portions of CRD
have been transposed into Belgian law through the Belgian Banking Law and, although CRR applies
directly in each Member State, CRR leaves a number of important interpretational issues to be
resolved through binding technical standards, and leaves certain other matters to the discretion of
national regulators. In addition, the European Central Bank may, following the assumption of certain
supervisory responsibilities, interpret CRD IV, or exercise discretion accorded to the regulator under
CRD IV (including options with respect to the treatment of assets of other affiliates) in a different

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