Obbligazione Belfius Banque SA 3.875% ( BE6344187966 ) in EUR

Emittente Belfius Banque SA
Prezzo di mercato 100 EUR  ⇌ 
Paese  Belgio
Codice isin  BE6344187966 ( in EUR )
Tasso d'interesse 3.875% per anno ( pagato 1 volta l'anno)
Scadenza 12/06/2028 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione Belfius Bank S.A BE6344187966 in EUR 3.875%, scaduta


Importo minimo /
Importo totale /
Descrizione dettagliata Belfius Bank S.A. è una banca belga, parte del gruppo Belfius, che offre una gamma completa di servizi finanziari a privati, aziende e istituzioni pubbliche.

The Obbligazione issued by Belfius Banque SA ( Belgium ) , in EUR, with the ISIN code BE6344187966, pays a coupon of 3.875% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is 12/06/2028







BELFIUS BANK SA/NV
(incorporated with limited liability in Belgium)
Euro 10,000,000,000
Euro Medium Term Note Programme
Under the EUR 10,000,000,000 Euro Medium Term Note Programme (the "Programme") described in 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, 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 Senior Notes may be either senior preferred notes (the "Senior Preferred
Notes") or senior non-preferred notes (the "Senior Non-Preferred Notes"). It is the intention of the Issuer that the Senior Notes shall, for supervisory
purposes, be treated as MREL/TLAC-Eligible Instruments (as defined below).
The aggregate principal amount of Notes outstanding will not at any time exceed EUR 10,000,000,000 (or the equivalent in other currencies).
This Base Prospectus has been approved as a base prospectus for the purposes of Article 8 of Regulation (EU) 2017/1129, as amended (the "Prospectus
Regulation") on 3 May 2023 by the Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity as competent authority under the Prospectus
Regulation and the Luxembourg law of 16 July 2019 on prospectuses for securities (loi relative aux prospectus pour valeurs mobilières), as amended (the
"Luxembourg Prospectus Law"). It contains information relating to the issue by the Issuer of Notes and must be read in conjunction with the documents
incorporated by reference herein. The CSSF has only approved this Base Prospectus as meeting the standards of completeness, comprehensibility and consistency
imposed by the Prospectus Regulation. This approval should not be considered as an endorsement of the Issuer or of the quality of the Notes that are the subject
of this Base Prospectus. In accordance with Article 6(4) of the Luxembourg Prospectus Law, the CSSF does not make any representation as to the economic or
financial opportunity of the Notes nor as to the quality and solvency of the Issuer. Investors should make their own assessment as to the suitability of investing in
any Notes. The Issuer has requested the CSSF to notify the Belgian Financial Services and Markets Authority (Autoriteit voor Financiële Diensten en
Markten/Autorité des Services et Marchés Financiers) of the approval of the Base Prospectus in accordance with Article 25 of the Prospectus Regulation.
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 Regulation.
This Base Prospectus shall be valid for a period of one year from its date of approval, being until 3 May 2024. The obligation to supplement this Base Prospectus
in the event of a significant new factor, material mistake or material inaccuracy does not apply when this Base Prospectus is no longer valid.
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. The issue price and
amount of the relevant Notes will be determined at the time of the offering of each Tranche of Notes (as defined in "Overview of the Programme") based on the
then prevailing market conditions.
Application has also been made to the Luxembourg Stock Exchange for Notes issued under the Programme for the period of twelve 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 2014/65/EU on markets in financial instruments and amending Directive 2002/92/EC
and Directive 2011/61/EU (recast), as amended. 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. The Issuer may also issue Notes which are
not listed or request the listing of Notes on any other stock exchange or market. 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 on any other stock exchange or market).
The Notes issued will be in dematerialised form in accordance with the Belgian Companies and Associations 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 Programme has been rated A in respect of Senior Preferred Notes with a maturity of one year or more, A-1 in respect of Senior Preferred Notes with a
maturity of less than one year, BBB+ in respect of Senior Non-Preferred Notes and BBB in respect of the Subordinated Notes by S&P Global Ratings Europe
Limited ("Standard & Poor's") and A1 in respect of Senior Preferred Notes with a maturity of one year or more, Prime-1 in respect of Senior Preferred Notes
with a maturity of less than one year, Baa1 in respect of Senior Non-Preferred Notes and Baa2 in respect of the 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 "EU CRA
Regulation") published on the European Securities and Markets Authority ("ESMA")'s website (https://www.esma.europa.eu/) (on or about the date of this Base
Prospectus). Tranches of Notes 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 EU 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 the securities laws of
any state or other jurisdiction of the United States. The Notes may not be offered, sold or delivered within the United States or to, or for the account or benefit of,
U.S. persons (as defined in Regulation S under the Securities Act) except pursuant an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and the applicable securities laws of any state or other jurisdiction of the United States.
The Notes are not intended to be offered, sold or otherwise made available, and should not be offered, sold or otherwise made available, in Belgium to "consumers"
(consommateurs/consumenten) within the meaning of the Belgian Code of Economic Law (Code de droit économique/Wetboek van economisch recht), as
amended.
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
Barclays
Belfius Bank
BNP PARIBAS
BofA Securities
Citigroup
Commerzbank
Crédit Agricole CIB
J.P. Morgan
Landesbank Baden-Württemberg
Morgan Stanley
NatWest Markets
Nomura
Société Générale Corporate & Investment Banking
UBS Investment Bank
UniCredit
Base Prospectus dated 3 May 2023
A41202484


Important information
IMPORTANT INFORMATION
GENERAL
This Base Prospectus has been prepared on the basis that any offer to the public of Notes in any Member State of the
European Economic Area and/or in the United Kingdom (each, a "Relevant State") will be made pursuant to an
exemption under the Prospectus Regulation and the UK Prospectus Regulation, as applicable, from the requirement
to publish a prospectus for an offer to the public of Notes. Accordingly, any person making or intending to make an
offer to the public in that Relevant 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, the Arranger or any Dealer (each as defined in
"Overview of the Programme") to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or pursuant
to the UK Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation or
pursuant to the UK Prospectus Regulation, in each case in relation to such offer. Neither Belfius Bank, the Arranger
nor any Dealer has authorised, nor do they authorise, the making of any offer to the public of Notes in circumstances
in which such an obligation arises for Belfius Bank, the Arranger or any Dealer to publish or supplement a prospectus
for such offer. The expression "Prospectus Regulation" means Regulation (EU) 2017/1129, as amended. The
expression "UK Prospectus Regulation" means Regulation (EU) 2017/1129 as it forms part of the United Kingdom
domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA"). This Base Prospectus has
been prepared on the basis of Annexes 7 and 15 of Commission Delegated Regulation (EU) 2019/980, as amended.
The CSSF is not competent under the UK Prospectus Regulation.
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. Unless expressly incorporated by reference into this Base Prospectus, information
contained on websites mentioned herein does not form part of, and is not incorporated by reference into, this Base
Prospectus and has not been scrutinised or approved by the CSSF.
Belfius Bank accepts responsibility for the information contained in this Base Prospectus and the Final Terms for
each Tranche of Notes issued under the Programme. To the best of the knowledge of Belfius Bank, 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.
To the fullest extent permitted by law, none of the Arranger nor the Dealers 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 Arranger or the Dealers 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 Arranger or the Dealers. Investors should review, amongst other things, the most recent
financial statements of the Issuer when deciding whether or not to purchase any Notes. Neither the Arranger nor the
Dealers owe any fiduciary duties to any person in connection with this Base Prospectus. No responsibility is accepted
by the Arranger or the Dealers or any of their respective directors, affiliates, advisers or agents for any act or omission
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Important information
of the Issuer or any other person (other than the relevant Arranger or Dealer) in connection with the issue and offering
of the Notes.
No person is or 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 Arranger or the
Dealers. 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. If at any time during the life of the Programme the Issuer
shall be required to prepare a supplement pursuant to Article 23 of the Prospectus Regulation, the Issuer will prepare
and make available an appropriate supplement to this Base Prospectus.
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 Regulation, the minimum specified
denomination shall be EUR 100,000 (or its equivalent in any other currency as at the date of issue of the Notes).
This Base Prospectus contains or incorporates by reference certain statements that constitute forward-looking
statements. Such forward-looking statements may include, without limitation, statements relating to the Issuer's
business strategies, trends in its business, competition and competitive advantage, regulatory changes, and
restructuring plans. Words such as believes, expects, projects, anticipates, seeks, estimates, intends, plans or similar
expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such
statements. The Issuer does not intend to update these forward-looking statements except as may be required by
applicable securities laws. By their very nature, forward-looking statements involve inherent risks and uncertainties,
both general and specific, and risks exist that predictions, forecasts, projections and other outcomes described or
implied in forward-looking statements will not be achieved. A number of important factors could cause actual results,
performance or achievements to differ materially from the plans, objectives, expectations, estimates and intentions
expressed in such forward-looking statements. These factors include: (i) the ability to maintain sufficient liquidity
and access to capital markets; (ii) market and interest rate fluctuations; (iii) the strength of the global economy in
general and the strength of the economies of the countries in which the Issuer conducts operations; (iv) the potential
impact of sovereign risk, particularly in certain European Union countries which have in the past come under market
pressure; (v) adverse rating actions by credit rating agencies; (vi) the ability of counterparties to meet their
obligations to the Issuer; (vii) the effects of, and changes in, fiscal, monetary, trade and tax policies, and currency
fluctuations; (viii) the possibility of the imposition of foreign exchange controls by government and monetary
authorities; (ix) operational factors, such as systems failure, human error, or the failure to implement procedures
properly; (x) actions taken by regulators with respect to the Issuer's business and practices in one or more of the
countries in which the Issuer conducts operations; (xi) the adverse resolution of litigation and other contingencies;
(xii) the impact of events such as the Covid-19 pandemic, the conflict in Ukraine and the recent adverse developments
in the banking sector on the operations and financial position of the Issuer and (xiii) the Issuer's success at managing
the risks involved in the foregoing.
The foregoing list of important factors is not exclusive. When evaluating forward-looking statements, investors
should carefully consider the foregoing factors and other uncertainties and events, as well as the other risks identified
in this Base Prospectus.
This Base Prospectus contains various amounts and percentages which have been rounded and, as a result, when
those amounts and percentages are added up, they may not total.
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Important information
Any information in this Base Prospectus sourced from a third party has been accurately reproduced and as far as the
Issuer is aware and is able to ascertain from information published by that third party, no facts have been omitted
that would render the reproduced information inaccurate or misleading. The source of third party information is
identified where used.
IMPORTANT INFORMATION RELATING TO THE USE OF THIS BASE PROSPECTUS AND
THE OFFER OF THE NOTES GENERALLY
The distribution of this Base Prospectus and the offer or sale of the Notes may be restricted by law in certain
jurisdictions. Neither the Issuer nor the Arranger or the Dealers represent that this Base Prospectus may be lawfully
distributed, or that the Notes may be lawfully offered, in compliance with any applicable registration or other
requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility
for facilitating any such distribution or offering. In particular, no action has been taken by the Issuer, the Arranger or
the Dealers which is intended to permit an offer to the public of the Notes or the distribution of this Base Prospectus
in any jurisdiction where action for that purpose is required. Accordingly, the Notes may not be offered or sold,
directly or indirectly, and neither this Base 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 Base Prospectus or the Notes may come are required by the Issuer, the Arranger
and the Dealers to inform themselves about, and to observe, any such restrictions on the distribution of this Base
Prospectus and the offering and sale of the Notes. For a description of certain restrictions on offers and sales of Notes
and on distribution of this Base Prospectus, see "Subscription and Sale".
The Notes have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the
"Securities Act") or the securities laws of any state or other jurisdiction of the United States. The Notes may not be
offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in
Regulation S under the Securities Act) except pursuant an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and the applicable securities laws of any state or other jurisdiction of
the United States.
THE NOTES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES
AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER U.S. OR
STATE REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES APPROVED
OR DISAPPROVED THIS BASE PROSPECTUS OR CONFIRMED THE ACCURACY OR ADEQUACY OF
THIS BASE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.
The Notes may not be a suitable investment for all investors. Investors should make their own assessment as to the
suitability of an investment in the Notes. In particular, each potential investor may wish to consider, either on its own
or with the help of its financial and other professional advisers, whether it:
(i)
has sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and risks
of investing in the Notes and the information contained or incorporated by reference in this Base Prospectus
or any applicable supplement;
(ii)
has access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular
financial situation, an investment in the Notes and the impact the Notes will have on its overall investment
portfolio;
(iii) has sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes, including
Notes where the currency for principal or interest payments is different from the potential investor's currency;
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Important information
(iv)
understands thoroughly the terms of the Notes and is familiar with the behaviour of any relevant financial
markets; and
(v)
is able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest
rate and other factors that may affect its investment and its ability to bear the applicable risks.
Legal investment considerations may restrict certain investments. The investment activities of certain investors are
subject to legal investment laws and regulations, or review or regulation by certain authorities. Each potential investor
should consult its legal advisers to determine whether and to what extent (i) Notes are legal investments for it,
(ii) Notes can be used as collateral for various types of borrowing and (iii) other restrictions apply to its purchase or
pledge of any Notes. Financial institutions should consult their legal advisors or the appropriate regulators to
determine the appropriate treatment of Notes under any applicable risk-based capital or similar rules.
This Base Prospectus nor any other information supplied in connection with the issue of Notes constitutes an offer
of, or an invitation by or on behalf of Belfius Bank, the Arranger or the Dealers to subscribe for, or purchase, any
Notes. Any decision to invest in the Notes should be based on a consideration of the Base Prospectus as a whole and
the applicable Final Terms by the investors.
The Notes where the Reference Rate (as defined in "Terms and Conditions of the Notes") is SONIA, SOFR or STR
may only be held by, and may only be transferred to, Eligible Investors referred to in Article 4 of the Belgian Royal
Decree of 26 May 1994 holding their Notes in an exempt securities accounts that has been opened with a financial
institution that is a direct or indirect participant in the Securities Settlement System operated by the National Bank
of Belgium.
Prohibition of sales to EEA retail investors ­ If the Final Terms in respect of any Notes include a legend entitled
"Prohibition of Sales to EEA Retail Investors", the Notes are not intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made available to any retail investor in the European
Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail
client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended ("MiFID II"); (ii) a customer
within the meaning of Directive 2016/97/EU, as amended (the "Insurance Distribution Directive"), where that
customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II or (iii) not a
qualified investor as defined in the Prospectus Regulation. Consequently, no key information document required by
Regulation (EU) No 1286/2014, as amended (the "PRIIPs Regulation") for offering or selling the Notes or otherwise
making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or
otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation.
Prohibition of sales to UK retail investors ­ If the Final Terms in respect of any Notes includes a legend entitled
"Prohibition of Sales to UK Retail Investors", the Notes are not intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom
(the "UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined
in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the EUWA;
(ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000, as amended
(the "FSMA2000") and any rules or regulations made under the FSMA2000 to implement the Insurance Distribution
Directive, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of
Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA or (iii) not a qualified investor
as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA.
Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic
law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making
them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise
making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
Prohibition of sales to consumers in Belgium ­ The Notes are not intended to be offered, sold or otherwise made
available, and will not be offered, sold or otherwise made available, in Belgium to "consumers"
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Important information
(consommateurs/consumenten) within the meaning of the Belgian Code of Economic Law (Code de droit
économique/Wetboek van economisch recht), as amended.
Notice to Canadian Investors ­ The Notes may be sold only to purchasers purchasing, or deemed to be purchasing,
as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or
subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-
103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the Notes must be
made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of
applicable securities laws. Securities legislation in certain provinces or territories of Canada may provide a purchaser
with remedies for rescission or damages if this Base Prospectus (including any amendment thereto) contains a
misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the
time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser should refer
to any applicable provisions of the securities legislation of the purchaser's province or territory for particulars of
these rights or consult with a legal advisor. If applicable, pursuant to section 3A.3 (or, in the case of securities issued
or guaranteed by the government of a non-Canadian jurisdiction, section 3A.4) of National Instrument 33-105
Underwriting Conflicts ("NI 33-105"), the Dealers are not required to comply with the disclosure requirements of
NI 33-105 regarding underwriter conflicts of interest in connection with this offering.
MiFID II product governance / target market ­ The Final Terms in respect of any Notes will include a legend
entitled "MiFID II Product Governance" which will outline the target market assessment in respect of the Notes and
which channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or
recommending the Notes (a "distributor") should take into consideration the target market assessment. A distributor
subject to MiFID II is, however, responsible for undertaking its own target market assessment in respect of the Notes
(by either adopting or refining the target market assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product
Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules"), any Dealer
subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger nor the
Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the MiFID Product Governance
Rules.
UK MiFIR product governance / target market ­ The Final Terms in respect of any Notes may include a legend
entitled "UK MiFIR Product Governance" which will outline the target market assessment in respect of the Notes
and which channels for distribution of the Notes are appropriate. Any distributor should take into consideration the
target market assessment. A distributor subject to the FCA Handbook Product Intervention and Product Governance
Sourcebook (the "UK MiFIR Product Governance Rules") is, however, responsible for undertaking its own target
market assessment in respect of the Notes (by either adopting or refining the target market assessment) and
determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR Product
Governance Rules, any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise
neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of
the UK MIFIR Product Governance Rules.
Benchmarks Regulation ­ Interest and/or other amounts payable under the Notes may be calculated by reference
to certain reference rates. Any such reference rate may constitute a benchmark for the purposes of
Regulation (EU) 2016/1011, as amended (the "EU Benchmarks Regulation"). If any such reference rate does
constitute such a benchmark, the applicable Final Terms will indicate whether or not the benchmark is provided by
an administrator included in the register of administrators and benchmarks established and maintained by the
European Securities and Markets Authority ("ESMA") pursuant to Article 36 of the EU Benchmarks Regulation.
Not every reference rate will fall within the scope of the EU Benchmarks Regulation. Transitional provisions in the
EU Benchmarks Regulation may have the result that the administrator of a particular benchmark is not required to
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Important information
appear in the register of administrators and benchmarks at the date of the relevant Final Terms (or, if located outside
the European Union, recognition, endorsement or equivalence). The registration status of any administrator under
the EU Benchmarks Regulation is a matter of public record and, save where required by applicable law, the Issuer
does not intend to update the relevant Final Terms to reflect any change in the registration status of the administrator.
Amounts payable under the Notes may be calculated by reference to EURIBOR, SONIA, STR or SOFR, as
specified in the relevant Final Terms (or such other benchmark as may be specified in the relevant Final Terms). As
at the date of this Base Prospectus, the European Money Markets Institute (as administrator of EURIBOR) is included
in ESMA's register of administrators under Article 36 of the EU Benchmarks Regulation. As at the date of this Base
Prospectus, the Bank of England (as administrator of SONIA), the European Central Bank (as administrator of STR)
and the Federal Reserve Bank of New York (as administrator of SOFR) do not appear in ESMA's register of
administrators under the EU Benchmarks Regulation. As far as the Issuer is aware, SONIA, STR and SOFR do not
fall within the scope of the EU Benchmarks Regulation by virtue of Article 2 of the EU Benchmarks Regulation.
NOTES ISSUED AS GREEN BONDS
None of the Issuer, the Arranger nor the Dealers accepts any responsibility for any social, environmental or
sustainability assessment of any Notes issued as Green Bonds or makes any representation or warranty or assurance
whether such Notes will meet any investor expectations or requirements regarding such "green", "sustainability" or
similar labels. None of the Arranger nor the Dealers are responsible for the use of proceeds for any Notes issued as
Green Bonds, nor the impact or monitoring of such use of proceeds.
No representation or assurance is given by the Issuer, the Arranger or the Dealers as to the suitability or reliability of
any opinion or certification of any third party made available in connection with an issue of Notes issued as Green
Bonds, nor is any such opinion or certification a recommendation by the Issuer, the Arranger or any Dealer or any
other person to buy, sell or hold any such Notes.
In the event any such Notes are, or are intended to be, listed or admitted to trading on a dedicated "green",
"sustainability" or other equivalently-labelled segment of a stock exchange or securities market, no representation
or assurance is given by the Issuer, the Arranger, the Dealers or any other person that such listing or admission will
be obtained or maintained for the lifetime of the Notes.
Any information on, or accessible through, the Issuer's website relating to the Issuer's Green Bond
Framework (as defined in "Use of Proceeds") and the information in the Green Bond Framework and any
second party opinion is not part of, nor is it incorporated by reference in, this Base Prospectus and should not
be relied upon in connection with making any investment decision with respect to the Notes. In addition, no
assurance or representation is given by the Issuer, the Arranger, the Dealers or any other person as to the
suitability or reliability for any purpose whatsoever of any opinion, report or certification of any third party
in connection with the offering of the Notes. Any such opinion, report or certification and any other document
related thereto is not, nor shall it be deemed to be, incorporated by reference in and/or form part of this Base
Prospectus. Any such opinion is only current as of the date that opinion was initially issued. Prospective
investors must determine for themselves the relevance of any such opinion and/or the information contained
therein and/or the provider of such opinion for the purpose of any investment in the Notes.
STABILISATION
In connection with the issue of any Tranche 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, stabilisation may not necessarily occur.
Any stabilisation action may begin on or after the date on which adequate public disclosure of the final terms of the
7


Important information
offer of the relevant Tranche is made and, if begun, may cease 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.
CURRENCIES
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
TABLE OF CONTENTS
Page
IMPORTANT INFORMATION..................................................................................................................................2
OVERVIEW OF THE PROGRAMME.....................................................................................................................10
RISK FACTORS .......................................................................................................................................................21
DOCUMENTS INCORPORATED BY REFERENCE.............................................................................................54
PROSPECTUS SUPPLEMENT................................................................................................................................57
TERMS AND CONDITIONS OF THE NOTES ......................................................................................................58
CLEARING.............................................................................................................................................................116
USE OF PROCEEDS..............................................................................................................................................117
GREEN BOND FRAMEWORK.............................................................................................................................118
DESCRIPTION OF THE ISSUER..........................................................................................................................120
SELECTED FINANCIAL INFORMATION ..........................................................................................................151
TAXATION ON THE NOTES................................................................................................................................155
SUBSCRIPTION AND SALE ................................................................................................................................164
FORM OF FINAL TERMS.....................................................................................................................................169
GENERAL INFORMATION ..................................................................................................................................191
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Overview of the Programme
OVERVIEW OF THE PROGRAMME
This overview constitutes a general description of the Programme for the purposes of Article 25(1) of Commission
Delegated Regulation (EU) 2019/980, as amended.
The following overview does not purport to be complete and is taken from, and is qualified in its entirety by the
remainder of, this Base Prospectus (including any documents incorporated by reference herein) and, in relation to
the terms and conditions of any particular Tranche of Notes, the applicable Final Terms. Words and expressions
defined or used in "Terms and Conditions of the Notes" shall have the same meaning in this overview.
Information relating to the Issuer
Issuer
Belfius Bank SA/NV ("Belfius Bank" and the "Issuer").
Belfius Bank is a limited liability company incorporated under
Belgian law for an unlimited duration and registered with the
Crossroads Bank for Enterprises under business identification
number 0403.201.185. Its registered office is at Place Charles
Rogier 11, 1210 Brussels, Belgium, telephone +32 22 22 11 11.
Legal Entity Identifier (LEI): A5GWLFH3KM7YV2SFQL84.
Website of the Issuer
www.belfius.be
The information on this website does not form part of, and is not
incorporated by reference into, this Base Prospectus, except where
that information has been expressly incorporated by reference in this
Base Prospectus.
Information relating to the Programme
Size
EUR 10,000,000,000 (or the equivalent in other currencies at the
date of issue) aggregate principal amount of Notes outstanding at any
one time.
Arranger
Société Générale
Dealers
Barclays Bank Ireland PLC
Belfius Bank SA/NV
BNP Paribas
BofA Securities Europe SA
Citigroup Global Markets Europe AG
Commerzbank Aktiengesellschaft
Crédit Agricole Corporate and Investment Bank
J.P. Morgan SE
Landesbank Baden-Württemberg
Morgan Stanley Europe SE
NatWest Markets N.V.
Nomura Financial Products Europe GmbH
Nomura International plc
Société Générale
UBS AG London Branch
UniCredit Bank AG
The Issuer may from time to time terminate the appointment of any
10