Obligation AG Assurances 3.5% ( BE6277215545 ) en EUR

AG Assurances

101.59 % ▲

Belgique

BE6277215545 ( en EUR )

3.5% par an ( paiement annuel )

29/06/2047

Prospectus brochure de l'obligation AG Insurance BE6277215545 en EUR 3.5%, échéance 29/06/2047

30/06/2026 ( Dans 228 jours )

AG Insurance est une société d'assurance belge offrant une large gamme de produits d'assurance aux particuliers et aux entreprises, notamment en assurance auto, habitation, vie et non-vie.

L'Obligation émise par AG Assurances ( Belgique ) , en EUR, avec le code ISIN BE6277215545, paye un coupon de 3.5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 29/06/2047

PROSPECTUS DATED 27 MARCH 2015

AG Insurance SA/NV
(incorporated in Belgium with limited liability)
EUR 400,000,000 3.50 per cent. Fixed Rate Reset Dated Subordinated Notes due 2047

Issue Price: 99.384 per cent.

The EUR 400,000,000 3.50 per cent. Fixed Rate Reset Dated Subordinated Notes due 2047 (the "Notes") will be issued by AG Insurance SA/NV ("AG Insurance" or the "Issuer"). The Notes
will bear interest from (and including) 31 March 2015 (the "Closing Date") to (but excluding) the First Call Date (as defined below) at a rate of 3.50 per cent. per annum, scheduled to be paid
annually in arrear on 30 June in each year commencing on 30 June 2016 (subject to deferral as described below), and thereafter at a reset fixed rate of interest, which will be reset on the First
Call Date and on each fifth anniversary of the First Call Date.
The terms and conditions of the Notes (the "Conditions", and references herein to a numbered Condition shall be construed accordingly) provide that the Issuer must pay interest in certain
specified circumstances, must defer payment of interest in certain other specified circumstances and, if none of the foregoing circumstances apply, may elect to defer any interest payment at its
sole discretion, all as described in Condition 5. Any deferred interest payments, together with interest thereon, shall, for so long as the same remain unpaid, constitute "Arrears of Interest".
Subject to certain exceptions, the Issuer may pay Arrears of Interest at any time and must pay such Arrears of Interest in certain circumstances described in Condition 5.
The Notes are scheduled to be redeemed on the Interest Payment Date falling in June 2047 (the "Scheduled Maturity Date") or the earliest possible date thereafter on which certain conditions
to redemption set out in the Conditions are met. The holders of the Notes have no right to require the Issuer to redeem the Notes before the Scheduled Maturity Date. The Notes may be
redeemed at the option of the Issuer in whole but not in part on 30 June 2027 (the "First Call Date") or on any Interest Payment Date thereafter at their principal amount, together with any
Arrears of Interest (if any) and any other accrued but unpaid interest up to (but excluding) the redemption date. If a Deductibility Event, Gross-up Event, Regulatory Event or Rating
Methodology Event occurs at any time, the Issuer may also elect to redeem the Notes in whole but not in part at their principal amount, in each case together with any Arrears of Interest (if
any) and any other accrued but unpaid interest up to (but excluding) the redemption date, all as more fully described in and subject to the conditions to redemption set out in Condition 6. The
Issuer shall be required to defer redemption of the Notes in certain circumstances as set out in Condition 6.
The Notes constitute direct, unsecured and subordinated obligations of the Issuer and, in the event of a Winding-up, claims in respect thereof will rank (i) behind claims in respect of any
unsubordinated indebtedness and payment obligations of the Issuer (including, without limitation, the claims of policyholders of the Issuer), (ii) pari passu and without any preference among
themselves, (iii) at least equally and rateably with claims in respect of any other existing (including, without limitation, the Fixed-to-Floating Rate Callable Subordinated Notes due 2044 issued
by the Issuer) or future direct, unsecured and dated subordinated indebtedness and payment obligations of the Issuer (for the avoidance of doubt, other than obligations in respect of Junior
Securities) and (iv) in priority to the claims of Junior Creditors (as such terms are defined in the Conditions). In the event of a Winding-up, no payments will be made under the Notes until the
claims of holders of unsubordinated indebtedness and payment obligations shall first have been satisfied in full.
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 relating
to prospectuses for securities (the "Luxembourg Prospectus Law"), for the approval of this prospectus (the "Prospectus") for the purposes of Directive 2003/71/EC, as amended (the
"Prospectus Directive"). This approval cannot be considered as a judgment on, or as any comment on, the merits of the transaction, nor on the situation of the Issuer and the CSSF gives no
undertaking 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 Prospectus
Law. Application has also been made to the Luxembourg Stock Exchange for the Notes to be admitted to listing on the official list of the Luxembourg Stock Exchange (the "Official List") and
to be admitted to trading on the Luxembourg Stock Exchange's regulated market. References in this Prospectus to the Notes being "listed" (and all related references) shall mean that the Notes
have been admitted to listing on the Official List and admitted to trading on the Luxembourg Stock Exchange's regulated market. The Luxembourg Stock Exchange's regulated 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.
The Notes will be issued in denominations of EUR 100,000 in dematerialised form under the Belgian Code of Companies (Code des Sociétés/Wetboek van Vennootschappen) (the "Belgian
Code of Companies") and cannot be physically delivered. The Notes will be represented exclusively by book entries in the records of the X/N securities and cash clearing system operated by
the National Bank of Belgium (the "NBB") or any successor thereto (the "Securities Settlement System" or "NBB System"). Access to the Securities Settlement System is available through
those of its participants whose membership extends to securities such as the Notes. Securities Settlement System participants include certain banks, stockbrokers (sociétés de
bourse/beursvennootschappen), Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking, société anonyme, Luxembourg ("Clearstream, Luxembourg"). Accordingly, the Notes will
be eligible to clear through, and therefore accepted by, Euroclear and Clearstream, Luxembourg and investors can hold their Notes within securities accounts in Euroclear and Clearstream,
Luxembourg.
Notes may be held only by, and transferred only to, eligible investors referred to in Article 4 of the Belgian Royal Decree of 26 May 1994 on the deduction of withholding tax ("Eligible
Investors") holding their securities in an exempt securities account that has been opened with a financial institution that is a direct or indirect participant in the Securities Settlement System
operated by the NBB.
The Notes are expected to be rated BBB by Standard & Poor's Credit Market Services France SAS ("S&P") and BBB+ by Fitch France SAS ("Fitch"). S&P and Fitch are established in the
European Economic Area (the "EEA") and registered under the Regulation (EC) No 1060/2009 on credit rating agencies, as amended (the "CRA Regulation") and are included in the list of
registered credit rating agencies published by European Securities and Markets Authority ("ESMA") on its website in accordance with CRA Regulation (the information contained on that
website does not form part of this Prospectus). A 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.
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this Prospectus.

STRUCTURING AGENT TO THE ISSUER AND JOINT BOOKRUNNER
BNP PARIBAS
JOINT BOOKRUNNERS
J.P. Morgan
HSBC

IMPORTANT INFORMATION
This Prospectus comprises a prospectus for the purposes of Article 5.3 of Directive 2003/71/EC, as amended
(the "Prospectus Directive") and for the purpose of giving information with regard to the Issuer and its
subsidiaries taken as a whole (the "Group") and the Notes which, according to the particular nature of the
Issuer and the Notes, is necessary to enable investors to make an informed assessment of the assets and
liabilities, financial position, profit and losses and prospects of the Issuer.
The Issuer (the "Responsible Person") accepts responsibility for the information contained in this
Prospectus. To the best of the knowledge and belief of the Issuer (which has taken all reasonable care to
ensure that such is the case), the information contained in this Prospectus is in accordance with the facts and
does not omit anything likely to affect the import of such information.
This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the Joint
Bookrunners (as defined in "Subscription and Sale" below) to subscribe or purchase, any of the Notes. The
distribution of this Prospectus and the offering or sale of the Notes in certain jurisdictions may be restricted
by law. Persons into whose possession this Prospectus comes are required by the Issuer and the Joint
Bookrunners to inform themselves about and to observe any such restrictions. For a description of further
restrictions on offers and sales of Notes and distribution of this Prospectus, see "Subscription and Sale"
below.
No person is or has been authorised to give any information or to make any representation not contained in
this Prospectus and any information or representation not so contained must not be relied upon as having been
authorised by or on behalf of the Issuer or the Joint Bookrunners.
Neither the delivery of this Prospectus nor any sale made in connection herewith shall, under any
circumstances, create any implication that there has been no change in the affairs of the Issuer since the date
hereof or the date upon which this 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 Prospectus has been most recently amended or supplemented or that the information contained in it or
any other information supplied in connection with the Notes is correct as of any time subsequent to the date
on which it is supplied or, if different, the date indicated in the document containing the same. The Joint
Bookrunners expressly do not undertake to review the financial condition or affairs of the Issuer during the
life of the Notes or to advise any investor in the Notes of any information coming to their attention.
The Joint Bookrunners have not independently verified the information contained herein. Accordingly, no
representation, warranty or undertaking, express or implied, is made and no responsibility or liability
(whether fiduciary, in tort or otherwise) is accepted by the Joint Bookrunners as to the accuracy or
completeness of the information contained or incorporated in this Prospectus or any other information
provided by the Issuer in connection with the Notes. The Joint Bookrunners accept no liability in relation to
the information contained in this Prospectus or any other information provided by the Issuer in connection
with the Notes.
Neither this Prospectus nor any other information supplied in connection with the Notes is intended to provide
the basis of any credit or other evaluation or should be considered as a recommendation by the Issuer or the
Joint Bookrunners that any recipient of this Prospectus or any other information supplied in connection with
the Notes should purchase any Notes. Each investor contemplating purchasing any Notes should make its own
independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness,
of the Issuer. Neither this Prospectus nor any other information supplied in connection with the Notes
constitutes an offer or invitation by or on behalf of the Issuer or the Joint Bookrunners to any person to
subscribe for, or to purchase, any Notes.

i

References in this Section "Important Information" to a "Joint Bookrunner" shall, in the case of Joint
Bookrunners who are also Structuring Agents to the Issuer, include such entities in their capacities as both
Joint Bookrunners and Structuring Agents to the Issuer.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act") and are subject to U.S. tax law requirements. Subject to certain exceptions, Notes may not
be offered, sold or delivered within the United States or to U.S. persons.
This 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.
Unless otherwise specified or the context otherwise requires, references to (i) "euro", "EUR" and "" are to
the currency introduced at the start of the third stage of the economic and monetary union pursuant to the
Treaty on the Functioning of the European Union, as amended and (ii) "U.S.$" and "U.S. dollars" are to the
lawful currency of the United States of America.
In connection with the issue of the Notes, BNP Paribas (the "Stabilising Manager") (or any person
acting on behalf of any Stabilising Manager) may over-allot Notes or effect transactions with a view to
supporting the market price of the Notes at a level higher than that which might otherwise prevail.
However, there is no assurance that the Stabilising Manager (or any person acting on behalf of any
Stabilising Manager) will undertake stabilisation action. Any stabilisation action may begin on or after
the date on which adequate public disclosure of the terms of the offer of the Notes 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 Closing
Date and 60 days after the date of the allotment of the Notes. Any stabilisation action or over-allotment
must be conducted by the relevant Stabilising Manager (or any person acting on behalf of any
Stabilising Manager) in accordance with all applicable laws and rules.

ii

TABLE OF CONTENTS
Page
TABLE OF CONTENTS ........................................................................................................................................... iii
SECTION 1 - OVERVIEW OF THE NOTES ............................................................................................................ 1
SECTION 2 - RISK FACTORS.................................................................................................................................. 9
SECTION 3 - HISTORICAL FINANCIAL INFORMATION ..................................................................................36
SECTION 4 - TERMS AND CONDITIONS OF THE NOTES ................................................................................37
SECTION 5 - CLEARING ........................................................................................................................................62
SECTION 6 - DESCRIPTION OF THE ISSUER .....................................................................................................63
SECTION 7 - USE OF PROCEEDS .........................................................................................................................79
SECTION 8 - TAXATION ........................................................................................................................................80
SECTION 9 - SUBSCRIPTION AND SALE ............................................................................................................86
SECTION 10 - GENERAL INFORMATION ...........................................................................................................88
DEFINITIONS ..........................................................................................................................................................90
Audited consolidated annual financial statements of the Issuer for the financial year ended
31 December 2013 ................................................................................................................................................... F-2
Audited consolidated annual financial statements of the Issuer for the financial year ended
31 December 2014 ............................................................................................................................................... F-128

iii

SECTION 1 -
OVERVIEW OF THE NOTES
This overview must be read as an introduction to this Prospectus and any decision to invest in the Notes should be
based on a consideration of this Prospectus as a whole, including the audited consolidated financial statements for
the financial years ended 31 December 2013 and 31 December 2014 as set out on pages F-1 and following. Words
and expressions defined in "Terms and Conditions of the Notes" (the "Conditions") shall have the same meanings
in this section and references in this overview to a numbered Condition shall be construed accordingly.
Issuer:
AG Insurance SA/NV
Description of the Notes:
EUR 400,000,000 3.50 per cent. Fixed Rate Reset Dated Subordinated
Notes due 2047 (the "Notes") to be issued by the Issuer on
31 March 2015 (the "Closing Date").
Joint Bookrunners:
BNP Paribas
J.P. Morgan Securities plc
HSBC Bank plc
Structuring Agent:
BNP Paribas

Trustee:
BNY Mellon Corporate Trustee Services Limited
Principal Paying Agent, Domiciliary
BNP Paribas Securities Services, Belgium Branch
Agent and Agent Bank:
Status of the Notes:
The Notes constitute direct, unsecured and subordinated obligations of
the Issuer (subordinated in the manner set out below) which will at all
times rank pari passu without any preference among themselves.
Subordination of the Notes:
The payment obligations of the Issuer under or arising from the Notes
and the Trust Deed in respect of principal, interest and other amounts
(including, without limitation, Arrears of Interest) in respect of the
Notes, constitute direct, unsecured and subordinated obligations of the
Issuer subordinated in the manner set out below and claims in respect
thereof shall at all times rank in the event of a Winding-up:
(i)
behind claims in respect of any unsubordinated
indebtedness and payment obligations of the Issuer
(including, without limitation, the claims of policyholders
of the Issuer);
(ii)
pari passu and without any preference among themselves;
(iii) at least equally and rateably with claims in respect of any
other existing (including, without limitation the Fixed-to-
Floating Rate Callable Subordinated Notes due 2044
issued by the Issuer) or future direct, unsecured and dated
subordinated indebtedness and payment obligations of the
Issuer (for the avoidance of doubt, other than obligations

1

in respect of Junior Securities); and
(iv)
in priority to the claims of Junior Creditors.
Solvency Condition
Except in a Winding-up of the Issuer, all payments in respect of the
Notes are conditional upon the Issuer being solvent at the time for
payment by the Issuer and no amount shall be payable in respect of the
Notes unless and until such time as the Issuer could make such
payment and still be solvent immediately thereafter (the "Solvency
Condition").
The Issuer will be considered to be solvent if (i) it is able to pay its debts
owed to its creditors (other than Junior Creditors) as they fall due, (ii) its
credit has not been imperilled within the meaning of Article 2 of the
Belgian Law of 8 August 1997 on bankruptcy and (iii) its Assets exceed
its Liabilities.
Redemption:
The scheduled maturity date of the Notes is the Interest Payment Date
falling in June 2047 (the "Scheduled Maturity Date") or the earliest
possible date thereafter in accordance with the Conditions. The holders
of the Notes have no right to require the Issuer to redeem the Notes
before the Scheduled Maturity Date. The Issuer may, however, elect to
redeem the Notes in the circumstances described below.
Issuer's Call Option
Subject as provided under "Deferral of Redemption" below and to the
provisions of Condition 6, the Notes will be redeemable, at the option of
the Issuer, in whole but not in part on 30 June 2027 (the "First Call
Date") or on any Interest Payment Date thereafter at their principal
amount, together with Arrears of Interest (if any) and any other accrued
but unpaid interest up to (but excluding) the redemption date.
Redemption for Deductibility Event, Gross-up Event, Regulatory Event
or Rating Methodology Event
Subject to as provided under "Deferral of Redemption" below and to the
provisions of Condition 6, the Issuer may elect to redeem, in whole but
not in part, the Notes upon the occurrence of a Deductibility Event,
Gross-up Event, Regulatory Event or Rating Methodology Event at any
time at their principal amount, in each case together with any Arrears of
Interest (if any) and any other accrued but unpaid interest up to (but
excluding) the redemption date, provided that if any such redemption
occurs prior to 30 June 2020, the Issuer shall fund such redemption out
of the proceeds of a new issuance of own-funds capital of at least the
same quality as the Notes.
The consent of the Relevant Supervisory Authority to any redemption of
the Notes may be required pursuant to the Applicable Regulations.

2

Deferral of Redemption:
Deferral of Redemption following a Regulatory Deficiency Event
If:
(i)
a Regulatory Deficiency Event has occurred and is
continuing on the Scheduled Maturity Date or on the date
specified in the notice of redemption pursuant to the
Conditions, as the case may be; or
(ii)
a redemption on such date would itself cause a Regulatory
Deficiency Event to occur, the redemption of the Notes
shall be deferred.
Notwithstanding the above sub-paragraph (ii), but always subject to the
satisfaction of the Solvency Condition, the Issuer may redeem or repay
the Notes upon the occurrence of a Regulatory Deficiency Event if:
(i)
the Relevant Supervisory Authority has exceptionally
waived the suspension of the redemption or repayment,
(ii)
the Notes have been exchanged for or converted into
another basic own-fund item of at least the same quality;
and
(iii) the Minimum Capital Requirement is complied with after
the repayment or redemption.
In such event, subject (except in the case of (iii) below) to the Solvency
Condition, such Notes shall instead become due for redemption at their
principal amount, together with Arrears of Interest (if any) and any other
accrued but unpaid interest up to (but excluding) the redemption date,
upon the earliest of:
(i)
the date falling 10 Business Days after the date the
Regulatory Deficiency Event has ceased (provided that if
on such 10th Business Day a further Regulatory Deficiency
Event has occurred and is continuing or a redemption
would itself cause a Regulatory Deficiency Event to occur,
the provisions of this paragraph shall apply mutatis
mutandis to determine the subsequent date for redemption
of the Notes); or
(ii)
the date falling 10 Business Days after the Relevant
Supervisory Authority has agreed to the repayment or
redemption of the Notes; or
(iii) the Winding-up of the Issuer.
Deferral of Redemption relating only to the Solvency Condition
If a Regulatory Deficiency Event has not occurred but the Issuer is
required to defer redemption of the Notes on the Scheduled Maturity
Date or the date specified in the notice of redemption by the Issuer, as
the case may be, only as a result of the Solvency Condition not being

3

satisfied at such time or following such payment, such Notes shall
instead become due for redemption, at their principal amount together
with Arrears of Interest (if any) and any other accrued but unpaid
interest up to (but excluding) the redemption date, on the date falling
10 Business Days immediately following the day that the Solvency
Condition is met provided that it continues to be met and a Regulatory
Deficiency Event has not occurred at such deferred date for payment.
See Condition 6.
The deferral of the redemption of the Notes in accordance with the
Conditions will not constitute a default by the Issuer and will not give
Holders or the Trustee any right to accelerate the Notes such that
amounts of principal, interest or Arrears of Interest would become due
and payable on the Notes earlier than otherwise scheduled pursuant to
the Conditions or the Trust Deed.
Any redemption of the Notes prior to the Scheduled Maturity Date shall
be subject to the prior approval, consent or non-objection of the
Relevant Supervisory Authority, if required pursuant to the then
Applicable Regulations in order for the Notes to qualify as regulatory
capital.
Interest:
The Notes will bear interest from (and including) the Closing Date to
(but excluding) the First Call Date at a rate of 3.50 per cent. per annum.
In respect of each successive five year period thereafter, the Notes will
bear interest at a rate (which will reset on the First Call Date and on
each fifth anniversary thereof) equal to the sum of the Five Year Euro
Mid Swap Rate, the Margin, and the Step-Up.
Interest is scheduled to be paid annually in arrear on 30 June in each
year, commencing on 30 June 2016.
Payment of interest is subject to optional or mandatory deferral as
described below. See Condition 4.
Interest Payment Dates:
30 June each year, commencing on (and including) 30 June 2016.
Compulsory Payment of Interest:
The Issuer shall be required to pay accrued interest (and any Arrears of
Interest then outstanding) on each Compulsory Interest Payment Date.
Subject to a Mandatory Interest Deferral Event not having occurred and
being continuing following such Compulsory Interest Payment Date, as
more particularly described below, an Interest Payment Date will be a
Compulsory Interest Payment Date if, in the six month period prior to
such Interest Payment Date, a Compulsory Interest Payment Event has
occurred.
A "Compulsory Interest Payment Event" means:
(i)
any dividend or distribution is declared payable or a
payment is made on any Junior Securities, save where
such dividend, distribution or payment is mandatory in
accordance with the terms and conditions of such Junior

4

Securities; or
(ii)
any repurchase, redemption, repayment or acquisition by
the Issuer or any of its Subsidiaries of any Junior
Securities, save where the Issuer or, as the case may be,
the relevant Subsidiary is not able to defer, pass or
eliminate the payment or other obligation in respect of
such repurchase, redemption or acquisition.
Interest Deferral:
Optional Deferral of Interest
The Issuer may elect to defer all (but not some only) of any payment of
interest on the Notes which is otherwise scheduled to be paid on any
Optional Interest Payment Date.
Mandatory Deferral of Interest
An Interest Payment scheduled to be paid on an Interest Payment Date
shall be deferred mandatorily on such Interest Payment Date (a
"Mandatory Interest Deferral Date") if:
(i)
a Regulatory Deficiency Event has occurred and is
continuing at the relevant Interest Payment Date;
(ii)
the Solvency Condition is not met as at such Interest
Payment Date;
(iii) payment of such Interest Payment would cause a
Regulatory Deficiency Event; or
(iv)
payment of such Interest Payment would cause the
Solvency Condition not to be met,

(each a "Mandatory Interest Deferral Event"),
provided, however, that in the case of (i) and (iii) above, the relevant
Interest Payment Date will not be a Mandatory Interest Deferral Date in
relation to such interest (or such part thereof) if:
(i)
the Relevant Supervisory Authority has exceptionally
waived the deferral of such Interest Payment (to the extent
the Relevant Supervisory Authority can give such waiver
in accordance with the Applicable Regulations);
(ii)
paying the Interest Payment does not further weaken the
solvency position of the Issuer and/or the Group; and
(iii) the Minimum Capital Requirement will be complied with
immediately after the Interest Payment is made.
Arrears of Interest:
If the Issuer elects or is required (whether pursuant to the Solvency
Condition or due to a Mandatory Interest Deferral Event) to defer any
payment of interest, such deferred payment shall itself bear interest at
the prevailing interest rate applicable to the Notes, and such deferred
interest payment and interest thereon shall, for so long as the same

5

remains unpaid, constitute "Arrears of Interest". See also "Risk Factors
-- Factors which are material for the purpose of assessing the market
risks associated with the Notes -- The Issuer may (except in certain
limited circumstances) elect to, and in certain circumstances must, defer
interest payments on the Notes" for a discussion of the uncertainties
regarding compounding of interest under Belgian law.
Subject to a Mandatory Interest Deferral Event not having occurred and
being continuing, Arrears of Interest may be settled at the option of the
Issuer in whole (or in part) at any time upon notice to the Holders and
the Trustee and, in the case of interest deferred pursuant to a Regulatory
Deficiency Event, subject to regulatory approval, and all Arrears of
Interest will in any event become due for payment on the first to occur
of the following dates:
(i)
the next succeeding Compulsory Interest Payment Date; or
(ii)
the date on which the Notes are redeemed or repaid in
accordance with the Conditions; or
(iii) upon a Winding-up of the Issuer.
Non-payment of Arrears of Interest shall not constitute a default by the
Issuer under the Notes or for any other purpose, unless such payment is
required in accordance with Condition 5(f).
Enforcement Events:
If the Issuer defaults (i) for a period of 7 days or more in the payment of
any interest due in respect of the Notes or any of them or (ii) for a period
of 14 days or more in payment of the principal due in respect of the
Notes or any of them, the Trustee may sue for payment when due and
prove or claim in the Winding-up of the Issuer for such payment but
may take no further or other action to enforce, prove or claim for any
such payment. See Condition 12.
The Trustee and the Holders shall have no right to petition for or
institute proceedings for the bankruptcy of the Issuer in Belgium or to
institute equivalent insolvency proceedings (including those equivalent
to a Winding-up) pursuant to any laws in any country in respect of any
default of the Issuer under the Notes or the Trust Deed.
Variation:
If a Deductibility Event, Gross-up Event, Regulatory Event or Rating
Methodology Event has occurred and is continuing, the Issuer (subject
to the prior approval of the Relevant Supervisory Authority (if required
pursuant to the then Applicable Regulations in order for the Notes to
qualify as regulatory capital)) may with the prior agreement of the
Trustee modify the terms and conditions of the Notes (without the
consent of the Holders) so that such Deductibility Event, Gross-up
Event, Regulatory Event or Rating Methodology Event no longer exists
after such modification. Any such modification to the Notes is
conditional on certain matters set out in the Conditions being satisfied.
See Condition 7.

6