Obligation Wallonne Région 0.693% ( BE6308772860 ) en EUR

Wallonne Région

100 % ▲

Belgique

BE6308772860 ( en EUR )

0.693% par an ( paiement annuel )

10/10/2024

Prospectus brochure de l'obligation Wallonne Région BE6308772860 en EUR 0.693%, échéance 10/10/2024

100 000 EUR

10 000 000 EUR

11/10/2024 ( Dans 146 jours )

L'Obligation émise par Wallonne Région ( Belgique ) , en EUR, avec le code ISIN BE6308772860, paye un coupon de 0.693% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 10/10/2024

Offering Circular

Région wallonne
6,000,000,000
Euro Medium Term Note Programme
For the issuance of Euro Medium Term Notes
This offering circular dated 28 June 2018 (the Offering Circular) constitutes a simplified base prospectus for the purposes of
Chapter 2 of Part III of the Luxembourg Act dated 10 July 2005 on prospectuses for securities, as amended (the Luxembourg Act).
It does not constitute a prospectus pursuant to Part II of the Luxembourg Act implementing Directive 2003/71/EC (as amended by
Directive 2010/73/EU of 24 November 2010) (the Prospectus Directive) into Luxembourg law and does not constitute a prospectus
for purposes of Article 20 of the Law of 16 June 2006 regarding the public offer of investment instruments and the admission to
trading of investment instruments on regulated markets (Loi du 16 juin 2006 relative aux offres publiques d'instruments de placement
et aux admissions d'instruments de placement à la négociation sur des marchés réglementés) (as may be amended from time to time)
(the Law of 16 June 2006). Accordingly, this Offering Circular does not purport to meet the format and the disclosure requirements
of the Prospectus Directive and Commission Regulation (EC) No 809/2004 implementing the Prospectus Directive (as amended),
and it has not been, and will not be, submitted for approval to any competent authority within the meaning of the Prospectus
Directive (which for Luxembourg is the Commission de Surveillance du Secteur Financier). The Notes issued pursuant to this
Offering Circular will therefore not qualify for the benefit of the single European passport to the Prospectus Directive.
This Offering Circular shall supersede and replace the offering circular dated 27 June 2017 (the 2017 Offering Circular) as from 28
June 2018. Any Notes issued or traded before 28] June 2018 are issued under the Programme pursuant to the 2017 Offering Circular,
the offering circular dated 27 June 2016 (the 2016 Offering Circular), the offering circulated dated 22 June 2015 (the 2015
Offering Circular), the offering circular dated 25 June 2013 (the 2013 Offering Circular) or the offering circular dated 2 May 2012
(the 2012 Offering Circular), as relevant.
CO-ARRANGERS

DEALERS
BNP PARIBAS FORTIS
ING
BELFIUS BANK
GOLDMAN SACHS INTERNATIONAL
BARCLAYS
HSBC
CBC BANQUE
KBC BANK NV

The date of this Offering Circular is 28 June 2018.

Under the Programme, Région wallonne (the Issuer) may from time to time issue Notes (hereinafter each a Note and together the
Notes) denominated in any currency, in the discretion of the Issuer as may be agreed by the Issuer and the relevant Dealer (as defined
below), provided that Notes in such currency may be cleared and settled in the NBB-SSS (as defined below), and subject to
compliance with all applicable legal and/or regulatory and/or central bank requirements. The NBB-SSS exclusively clears securities
denominated in currencies for which the European Central Bank daily publishes Euro foreign exchange reference rates. The
aggregate nominal amount of Notes outstanding will not at any time exceed 6,000,000,000 (or the equivalent in other currencies).
The Notes will have maturities as described in this Offering Circular and the relevant Pricing Supplement (as defined below). The
Notes, which may be issued at their principal amount or at a premium over or discount to their principal amount, may bear interest on
a fixed or floating rate or index or formula linked basis or be issued on a fully discounted basis and not bear interest, and the amount
payable upon redemption of the Notes may be fixed or variable or index or formula linked. Notes may provide that they will be
redeemed in instalments.
Application may be made to the Luxembourg Stock Exchange during a period of up to 12 months from the date of this Offering
Circular for Notes (as defined below) issued under the Euro Medium Term Note Programme described in this Offering Circular (the
Programme) 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 regulated market of the Luxembourg Stock Exchange (Bourse de Luxembourg) is a regulated
market for the purposes of the Directive 2004/39/EC of 21 April 2004, as amended (each such market being a Regulated Market).
The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock
exchanges or markets as may be agreed between the Issuer and the relevant Dealer. The Issuer may also issue unlisted Notes and/or
Notes not admitted to trading on any market. The relevant Pricing Supplement (a form of which is contained herein) in respect of the
issue of any Notes will specify whether or not such Notes will be listed on the Luxembourg Stock Exchange (or any other stock
exchange).
The Notes will be created, cleared and settled in the clearing system operated by the National Bank of Belgium or any successor
thereto (the NBB-SSS) pursuant to the law of 6 August 1993 on transactions in certain securities as amended (Loi du 6 août 1993
relative aux opérations sur certaines valeurs mobilières) (the Law of 6 August 1993), as amended. Euroclear Bank NV/SA as
operator of the Euroclear System (Euroclear), Clearstream Banking, société anonyme, Luxembourg (Clearstream, Luxembourg),
SIX SIS Ltd., Switzerland (SIX SIS), Monte Titoli S.p.A., Italy (Monte Titoli) and Euroclear France SA (Euroclear France)
maintain accounts in the NBB-SSS. The clearing of the Notes through the NBB-SSS is subject to prior approval of the National
Bank of Belgium. Under the Programme, Notes will not be issued for so long as they may not be cleared through the NBB-SSS.
The Notes may be issued on a continuing basis to one or more of the Dealers specified under "Overview of the Programme"
(hereinafter each a Dealer and together the Dealers, which expression shall include any additional dealer appointed under the
Programme from time to time by the Issuer, which appointment may be for a specific issue or on an ongoing basis). References in
this Offering Circular to the relevant Dealer shall, in the case an issue of Notes being (or intended to be) subscribed by more than one
Dealer, be to all Dealers agreeing to subscribe to the Notes.
Tranches of Notes issued under the Programme may be rated or unrated. Where a Tranche of Notes is rated, such rating will not
necessarily be the same as the ratings applicable to the Programme. 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 with any securities regulatory authority of any state or other jurisdiction of the United States. The Notes 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 in certain transactions exempt from the registration requirements of the Securities Act.

TABLE OF CONTENTS
Important Notice ................................................................................................................................................. 1
Risk Factors ........................................................................................................................................................ 4
Documents Incorporated by Reference .............................................................................................................. 8
Supplemental Offering Circular ......................................................................................................................... 9
Description of the Programme .......................................................................................................................... 10
Overview of the Programme ............................................................................................................................ 12
Form of the Notes ............................................................................................................................................. 18
Terms and Conditions of the Notes .................................................................................................................. 19
Description of the Issuer ................................................................................................................................... 41
Certification of Information ............................................................................................................................. 42
Form of Pricing Supplement ............................................................................................................................ 43
Taxation in Belgium ......................................................................................................................................... 53
Taxation in Luxembourg .................................................................................................................................. 60
Subscription and Sale ....................................................................................................................................... 62
General Information ......................................................................................................................................... 64
Provisions for Meetings of Noteholders ........................................................................................................... 66
Clearing and Settlement of the Notes ............................................................................................................... 77

IMPORTANT NOTICE
The Issuer has prepared this Offering Circular for the purpose of giving information with regard to the
Programme and the Notes to be issued under the Programme.
The Programme is governed by and construed in accordance with the laws of Belgium. More specifically,
the Notes will be issued in dematerialised form governed by the law of 2 January 1991 on the public debt
securities market and instruments of monetary policy (Loi relative au marché des titres de la dette publique
et aux instruments de la politique monétaire) (the Law of 2 January 1991), as amended from time to time.
The Notes may not be physically delivered.
The Issuer confirms that the statements contained in this Offering Circular are in every material respect true
and accurate and not misleading, that this Offering Circular does not contain any untrue statement of any
material fact and is not misleading in any material respect, that this Offering Circular does not omit to state
any material fact necessary to make the statements herein or to enable the potential investors to make an
informed assessment of the Issuer and the Notes, in the context in which they are made, not misleading and
that all reasonable inquiries have been made with all due diligence to ascertain the facts and to verify the
accuracy of all such statements. The Issuer accepts responsibility for the information contained in this
Offering Circular accordingly.
The Co-Arrangers and the Dealers have not independently verified the information contained herein.
Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or
liability is accepted by the Co-Arrangers and the Dealers as to the accuracy or completeness of the
information contained or incorporated in this Offering Circular or any other information provided by the
Issuer in connection with the Programme. Neither the Co-Arrangers nor any Dealer accepts any liability in
relation to the information contained in this Offering Circular or any other information provided by the
Issuer in connection with the Programme.
No dealer, salesman or other person has been authorised to give any information or to make any
representation not contained in or not consistent with this Offering Circular or any other document entered
into in relation to the Programme or any information supplied by the Issuer and, if given or made, such
information or representation should not be relied upon as having been authorised by the Issuer, the Co-
Arrangers or any of the Dealers.
The Notes issued under the Programme on or after 28 June 2018 will be issued under the terms of this
Offering Circular and the relevant Pricing Supplement. The maximum amount for which Notes may be
issued under the Programme on or after 28 June 2018 has been increased from 5,000,000,000 to
6,000,000,000 (or the equivalent in foreign currencies). Notes issued or traded before 28 June 2018 are
issued under the Programme pursuant to the 2012 Offering Circular, the 2013 Offering Circular, the 2015
Offering Circular, the 2016 Offering Circular or the 2017 Offering Circular, as relevant.
Neither the delivery of this Offering Circular nor any sale made in connection herewith shall, under any
circumstances, create any implication that there has been no change in the affairs of the Issuer since the date
hereof or the date upon which this document has been most recently amended or supplemented or that there
has been no adverse change in the affairs of the Issuer since the date hereof or the date upon which this
document has been most recently amended or supplemented or that any other information in connection with
the Programme is correct as at any time subsequent to the date on which it is supplied or, if different, the
date indicated in the document containing the same. The Co-Arrangers and the Dealers expressly do not
undertake to review the financial condition or affairs of the Issuer during the life of the Programme or to
advise any investor in the Notes of any information coming to their attention. This Offering Circular does
not constitute and may not be used for the purposes of an offer of or an invitation by or on behalf of the
Issuer, the Co-Arrangers or the Dealers to subscribe for or purchase any of the Notes.

1

Neither this Offering Circular nor any further information supplied in connection with the Notes are intended
to provide the basis of any credit or other evaluation and should not be considered as recommendations by
the Issuer and/or any of the Co-Arrangers or the Dealers that any recipient of this Offering Circular or of any
further information supplied in connection with the Notes should purchase any of the Notes. Each investor
contemplating purchasing Notes should make its own independent investigation of the condition and affairs,
and its own appraisal of the creditworthiness, of the Issuer.
This Offering Circular does not constitute an offer to sell or the solicitation of an offer to buy any Notes in
any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction.
The distribution of this Offering Circular and the offering or sale of the Notes in certain jurisdictions may be
restricted by law. The Issuer, the Co-Arrangers and the Dealers do not represent that this Offering Circular
may be lawfully distributed, or that any 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, unless
specifically indicated to the contrary in the applicable Pricing Supplement, no action has been taken by the
Issuer, the Co-Arrangers or the Dealers which is intended to permit a public offering of any Notes or the
distribution of this Offering Circular in any jurisdiction where action for that purpose is required.
Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Offering Circular no
any advertisements 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 Offering Circular comes are required by the Issuer to inform themselves about and to
observe any such restrictions. In particular, there are restrictions on the distribution of this Offering Circular
and the offer or sale of Notes in the United States and the United Kingdom. For a further description of
certain restrictions on offering and sale of the Notes and on distribution of this Offering Circular, see below
under section "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 with any securities regulatory authority of any state or other jurisdiction of
the United States. The Notes 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 in certain
transactions exempt from the registration requirements of the Securities Act.
In this Offering Circular all references to laws (lois), royal decrees (arrêtés royaux), decrees (décrets),
decisions of the Walloon government, income tax codes and laws are to such laws, royal decrees, decrees,
decisions of the Walloon government, income tax codes and laws, as amended from time to time.
In this Offering Circular, all references to "euro" and "" refer to the currency introduced at the start of the
third stage of the European economic and monetary union pursuant to the Treaty on the Functioning of the
European Union, as amended.
In connection with the issue of any Tranche of Notes under the Programme, one or more Dealers could
be appointed as stabilisation manager(s) (hereinafter the Stabilising Managers) in the relevant Pricing
Supplement. Stabilising Managers or any person acting for them 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 Managers (or any person
acting for them) 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 relevant tranche of 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 issue date of the relevant tranche of Notes and 60 days after the date of the allotment of the
relevant tranche of Notes. Any stabilisation action or over-allotment must be conducted by the
relevant Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in
accordance with all applicable laws and rules.
EEA Retail Investors - If the Pricing Supplement in respect of any Notes includes a legend entitled
"Prohibition of Sales to EEA Retail Investors", the Notes are not intended to be offered, sold or otherwise

2

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 (MiFID II) or (ii) a
customer within the meaning of Directive 2002/92/EC, where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II.
MiFID II product governance / target market The Pricing Supplement in respect of any Notes may
include a legend entitled "MiFID II Product Governance" outlining the target market assessment in respect of
the Notes and the appropriate channels for distribution of the Notes. In that case, the Pricing Supplement will
also include the list of criteria that have been used by the Dealer(s) acting as "manufacturer(s)" (within the
meaning of MIFID II) of the Notes to determine the target market and the distribution strategy. Any person
subsequently offering, selling or recommending the Notes (a distributor) should take into consideration the
target market assessment; however, a distributor subject to MiFID II is 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. Any such target market assessment will, unless otherwise
specified in the applicable Pricing Supplement, be valid for the period of the relevant offer only.
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.

3

RISK FACTORS
Factors which are material for the purpose of assessing the risks associated with Notes to be issued or
entered into under the Programme are described below. The discussion of risk factors is supposed to protect
investors from investments for which they are not suitable and to set out the financial risks associated with
an investment in a particular type of Note. Potential investors should understand the risks of investing in any
type of Notes before they make their investment decision. They should make their own independent decision
to invest in any type of Note and as to whether an investment in such Note is appropriate or proper for them
based upon their own judgment and upon advice from such advisors as they consider necessary.
The Issuer believes that the factors described below represent the principal risks inherent in investing in
Notes to be issued or entered into under the Programme, but the Issuer may not be able to pay interest,
principal or other amounts on or in connection with any Notes for other reasons than those described below
which may not be considered significant risks by the Issuer based on information currently available to it or
which it currently may not be able to anticipate and the Issuer does not represent that the statements below
are exhaustive. Additional risks (i) that are not currently known to Région wallonne or, (ii) that are currently
known to Région wallonne but that it believes are immaterial, may also adversely affect it. Many of these
risks are interrelated and occur under similar economic conditions, and the occurrence of certain of them
may in turn cause the emergence, or exacerbate the effect, of others. Such a combination could materially
increase the severity of the impact on Région wallonne. As a result, should certain of these risks emerge,
Région wallonne may need to raise additional funds through borrowing in the internal or external capital
markets, and there is no assurance that Région wallonne will be able to borrow needed funds on terms that it
considers acceptable or at all.
Risks relating to the Issuer
Vulnerability of Région wallonne's economy to external shocks and internal economic challenges
As a small open economy, Région wallonne's economy faces the risk of external shocks such as the impact
of the general economic climate on Belgian banks, and on future financing needs for sovereigns. Sovereign
issuers in the eurozone, including sovereign regions such as Région wallonne's, in particular face a few
current challenges such as the continuing uncertainty regarding certain member states of the eurozone, the
Brexit phenomenon and renewed uncertainty around Greece. In addition, market perceptions concerning the
instability of the euro, the potential re-introduction of individual currencies within the eurozone, or the
potential dissolution of the euro entirely, could adversely affect the value of the Notes as well.
Région wallonne may also face some internal economic challenges such as high unemployment, decline in
personal consumption and lack of growth, as well as the continued implementation of the 6th State Reform
in Belgium and its impact on the competence transfers and on the financing of Région wallonne.
Such external shocks and internal economic challenges may have adverse effects on the Issuer's economic
growth and its ability to service its public debt and could consequently affect the value of the Notes.
The Issuer may not be able to refinance its indebtedness on favourable terms or at all, and/or service its
indebtedness
A significant increase in global or eurozone interest rates, may threaten the Issuer's ability to refinance its
existing debt on favourable terms or at all. This may adversely affect the Issuer's ability to implement its
economic strategy and to make payments relating to the Notes. Moreover, if the Issuer's government revenue
decreases and its expenditures increase, Région wallonne might not be able to service its public debt. This
may adversely affect the issuer's ability to repay principal and make payments of interest on the Notes.

4

Suitability of an investment in the Notes
The Notes may not be a suitable investment for all investors. Investing in the Notes may entail several risks.
Each potential investor in the Notes must determine the suitability of that investment in light of its own
circumstances. In case of doubt, potential investors should consult their financial and legal advisers about
the risks of investing in the Notes and the suitability of this investment in light of their particular situation.
In particular and without limitation, each potential investor may wish to consider, either on its own or with
the help of its financial or other advisors, whether it:
(a)
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
Offering Circular or any applicable supplement;
(b)
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;
(c)
has sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes,
including Notes with principal or interest payable in one or more currencies, or where the currency
for principal or interest payments is different from the potential investor's currency;
(d)
understand thoroughly that the value of the Notes may be affected by the creditworthiness of the
Issuer and a number of additional factors, such as market interest and yield rates and the time
remaining to the maturity date and more generally all economic, financial and political events,
including factors affecting capital markets generally and the stock exchange(s) on which the Notes
are traded;
(e)
understands thoroughly the terms of the Notes and be familiar with the behaviour of any relevant
indices, credit risks and financial markets; and
(f)
is able to fully 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.
Suitability of an investment in the Notes issued as green and/or social Notes
The Issuer may issue Notes that are intended to qualify as "green Bonds" and/or "social Bonds" in
accordance with relevant applicable principles at the time of issue (such Notes, Green Bonds or Social
Bonds). Such Green Bonds or Social Bonds may be issued on the basis of a framework established by the
Issuer and/or may be subject to a review by a third party.
Neither the Issuer nor any Dealer makes any representation as to the suitability of the Notes or any
documentation provided in connection therewith to fulfil the environmental or social objectives of such
instrument. Where a third party opinion is issued, neither the Issuer, nor the person issuing such opinion, nor
any Dealer accept any form of liability for the substance of such opinion, the use of such opinion, and/or the
information provided in it. Where the Issuer does not comply with its obligations in respect of the green or
social nature of the Notes, where applicable, such non-compliance will not constitute an Event of Default. A
withdrawal of a green opinion, where issued, or any loss of qualification as Green Bond or Social Bond
under any relevant principles, may affect the value of the relevant Notes and/or may have consequences for
investors that have portfolio mandates to invest in green and/or social assets.
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

5

whether and to what extent (1) Notes are legal investments for it, (2) Notes can be used as collateral for
various types of borrowing and (3) 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.
Secondary market prices of bonds are affected by many factors, including prevailing interest rates and
expectations thereof.
Notes - especially long-dated notes - may therefore trade periodically at prices below their issue prices,
implying a loss for noteholders who dispose of notes prior to their stated maturity. In addition, noteholders
may find it difficult to sell bonds prior to their stated maturity at a price that reflects the bondholder's opinion
of the "fair value" of the notes. They may find that no dealer, or only the dealer from whom they originally
bought the notes, is prepared to quote a price to buy notes in the secondary market. This is likely to be the
case to a greater extent for notes with a relatively small aggregate outstanding amount.
Regulation and reform of LIBOR, EURIBOR or other "benchmarks" could adversely affect any Notes
linked to such "benchmarks"
LIBOR, EURIBOR and other rates and indices which are deemed to be "benchmarks" are the subject of
recent national, international and other regulatory guidance and proposals for reform. Some of these reforms
are already effective whilst others are still to be implemented. These reforms may cause such benchmarks to
perform differently than in the past, to disappear entirely, or have other consequences which cannot be
predicted. Any such consequence could have a material adverse effect on any Notes linked to such a
"benchmark".
Regulation (EU) 2016/1011 (the Benchmark Regulation) was published in the official journal on 29 June
2016 and applies from 1 January 2018 (with the exception of provisions specified in Article 59 (mainly on
critical benchmarks) that apply from 30 June 2016). The Benchmark Regulation could have a material
impact on any Notes linked to LIBOR, EURIBOR or another "benchmark" rate or index, in particular, if the
methodology or other terms of the "benchmark" are changed in order to comply with the terms of the
Benchmark Regulation, and such changes could (amongst other things) have the effect of reducing or
increasing the rate or level, or affecting the volatility of the published rate or level, of the benchmark. In
addition, the Benchmark Regulation stipulates that each administrator of a "benchmark" regulated thereunder
must be licensed by the competent authority of the Member State where such administrator is located. There
is a risk that administrators of certain "benchmarks" will fail to obtain a necessary licence, preventing them
from continuing to provide such "benchmarks". Other administrators may cease to administer certain
"benchmarks" because of the additional costs of compliance with the Benchmark Regulation and other
applicable regulations, and the risks associated therewith.
As an example of such benchmark reforms, on 27 July 2017, the UK Financial Conduct Authority
announced that it will no longer persuade or compel banks to submit rates for the calculation of the LIBOR
benchmark after 2021 (the FCA Announcement). The FCA Announcement indicates that the continuation
of LIBOR on the current basis cannot and will not be guaranteed after 2021. The potential elimination of the
LIBOR benchmark could require an adjustment to the terms and conditions, or result in other consequences,
in respect of any Notes linked to LIBOR. Any such consequences could have a material adverse effect on the
value and return on any such Notes.
More broadly, any of the international, national or other proposals for reform, or the general increased
regulatory scrutiny of "benchmarks", could increase the costs and risks of administering or otherwise
participating in the setting of a "benchmark" and complying with any such regulations or requirements. Such
factors may have the effect of discouraging market participants from continuing to administer or contribute
to certain "benchmarks", trigger changes in the rules or methodologies used in certain "benchmarks" or lead
to the disappearance of certain "benchmarks". Any of the above changes or any other consequential changes
as a result of international, national or other proposals for reform or other initiatives or investigations, could
have a material adverse effect on the value of and return on any Notes linked to a "benchmark".

6

The credit rating of the Issuer may not reflect all risks affecting the Notes.
The credit ratings assigned to the Issuer may not reflect the potential impact of all risks related to structure,
market and other factors that may affect the value of the Notes issued under the Programme. A credit rating
is not a recommendation to buy, sell or hold securities and may be revised or withdrawn by the credit rating
agency at any time. Deterioration in key economic indicators or materialisation of any of the risks discussed
herein may contribute to credit downgrades and consequently affect the value of the Notes. In turn, any
adverse changes in an applicable credit rating could adversely affect the trading price for the Notes.
Prospective investors are urged to consult their own tax advisers concerning the detailed and overall tax
consequences of acquiring, redeeming and or disposing of the Notes.
Investors should note that the Terms and Conditions of the Notes do not include a tax gross-up provision.
Prospective investors should note that the Terms and Conditions of the Notes contain a "collective action
clause".
These provisions permit defined majorities to bind all Noteholders including Noteholders who did not attend
and vote at the relevant meeting and Noteholders who voted in a manner contrary to the majority.

7