Obligation Wallonie Région 0.05% ( BE6324862745 ) en EUR

Wallonie Région

100 % ▲

Belgique

BE6324862745 ( en EUR )

0.05% par an ( paiement annuel )

26/10/2032 - Obligation échue

Prospectus brochure de l'obligation Wallonne Région BE6324862745 en EUR 0.05%, échue

100 000 EUR

10 000 000 EUR

La Wallonie est une région de langue française située au sud de la Belgique, caractérisée par une économie diversifiée incluant des secteurs industriels, agricoles et touristiques.

L'obligation BE6324862745 émise par la Région Wallonne en euros (EUR), d'un montant total de 10 000 000 EUR et par tranche minimale de 100 000 EUR, avec un taux d'intérêt de 0,05%, est arrivée à échéance le 26/10/2032 et a été intégralement remboursée à 100% de sa valeur nominale.

Offering Circular

Région wallonne
12,000,000,000
Euro Medium Term Note Programme
For the issuance of Euro Medium Term Notes
This offering circular dated 20 May 2020 (the Offering Circular) constitutes an alleviated prospectus for the purposes of Chapter 2
of Part III of the Luxembourg Act dated 16 July 2019 on prospectuses for securities, as amended (the Luxembourg Act). It does not
constitute a prospectus pursuant to Part II of the Luxembourg Act executing Regulation (EU) 2017/1129 on the prospectus to be
published when securities are offered to the public or admitted to trading on a regulated market (the Prospectus Regulation) into
Luxembourg law and does not constitute a prospectus or an information note for the purpose of the Prospectus Regulation and the
Law of 11 July 2018 on the offer of investment instruments to the public and the admission of investment instruments to trading on a
regulated market (the Law of 11 July 2018). Accordingly, this Offering Circular does not purport to meet the format and the disclosure
requirements of the Prospectus Regulation and Commission Delegated Regulation (EU) 2019/980 of 14 March 2019 supplementing
the Prospectus Regulation as regards the format, content, scrutiny and approval of the prospectus to be published when securities are
offered to the public or admitted to trading on a regulated market nor of the Law of 11 July 2018, and it has not been, and will not be,
submitted for approval to any competent authority within the meaning of the Prospectus Regulation. The Notes issued pursuant to this
Offering Circular will therefore not qualify for the benefit of the single European passport to the Prospectus Regulation.
This Offering Circular shall supersede and replace the offering circular dated 28 June 2019 (the 2019 Offering Circular) as from 20
May 2020. Any Notes issued or traded before 20 May 2020 are issued under the Programme pursuant to the 2019 Offering Circular,
the offering circular dated 28 June 2018 (the 2018 Offering Circular), the offering circular dated 27 June 2017 (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
BARCLAYS
HSBC
BELFIUS BANK
ING
BNP PARIBAS FORTIS
KBC BANK NV
CBC BANQUE
LANDESBANK BADEN-WÜRTTEMBERG
GOLDMAN SACHS INTERNATIONAL
NATIXIS
The date of this Offering Circular is 20 May 2020.
EUI-1206967362v7

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 12,000,000,000 (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 and/or Euronext Brussels 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/or on Euronext Brussels
and admitted to trading on the regulated market of the Luxembourg Stock Exchange and/or Euronext Brussels. The regulated markets
of the Luxembourg Stock Exchange (Bourse de Luxembourg) and Euronext Brussels are regulated markets for the purposes of the
Directive 2014/65/EU on markets in financial instruments dated 15 May 2014, 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 and/or Euronext Brussels
(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 (Loi du 6 août 1993 relative aux opérations
sur certaines valeurs mobilières) (the Law of 6 August 1993), as amended. Among others, Euroclear Bank NV/SA as operator of the
Euroclear System (Euroclear), Clearstream Banking AG, Frankfurt (Clearstream, Frankfurt), SIX SIS Ltd., Switzerland (SIX SIS),
Monte Titoli S.p.A., Italy (Monte Titoli) and Interbolsa (PT) (Interbolsa) maintain accounts in the NBB-SSS (for a list of all the
NBB-SSS participants, please refer to https://www.nbb.be/nl/list-nbb-investor-icsds). 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.
EUI-1206967362v7

TABLE OF CONTENTS
Important Notice ................................................................................................................................................. 1
Risk Factors ........................................................................................................................................................ 4
Documents Incorporated by Reference ............................................................................................................ 10
Supplemental Offering Circular ....................................................................................................................... 11
Description of the Programme.......................................................................................................................... 12
Overview of the Programme ............................................................................................................................ 14
Form of the Notes ............................................................................................................................................. 20
Terms and Conditions of the Notes .................................................................................................................. 21
Description of the Issuer ................................................................................................................................... 43
Certification of Information ............................................................................................................................. 44
Form of Pricing Supplement ............................................................................................................................ 45
Taxation in Belgium ......................................................................................................................................... 56
Taxation in Luxembourg .................................................................................................................................. 62
Common Reporting Standard ........................................................................................................................... 63
Subscription and Sale ....................................................................................................................................... 64
General Information ......................................................................................................................................... 66
Provisions for Meetings of Noteholders ........................................................................................................... 68
Clearing and Settlement of the Notes ............................................................................................................... 79

EUI-1206967362v7

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). 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 20 May 2020 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 20 May 2020 is 12,000,000,000 (or the equivalent in foreign currencies). Notes
issued or traded before 20 May 2020 are issued under the Programme pursuant to the 2012 Offering Circular,
the 2013 Offering Circular, the 2015 Offering Circular, the 2016 Offering Circular, the 2017 Offering Circular,
the 2018 Offering Circular, or the 2019 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.
EUI-1206967362v7
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, the Dealer or Dealers (if
any) named as the Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s) in
the applicable Pricing Supplement 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(s) (or any person acting on behalf of a 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 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.

EUI-1206967362v7
2

PROHIBITION OF SALES TO BELGIAN CONSUMERS - If the Prohibition of Sales to Belgian
Consumers is specified as applicable in the applicable Pricing Supplement, 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 Belgian consumer (consument/consommateur) within the meaning of the Belgian Code of Economic Law
(Wetboek van economisch recht/Code de droit économique) dated 28 February 2013, as amended from time
to time.
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.
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 (the Benchmark
Regulation). If any such reference rate does constitute such a benchmark, the applicable Pricing Supplement
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 Benchmark Regulation. Not every reference rate will fall within the
scope of the Benchmark Regulation. Transitional provisions in the Benchmark Regulation may have the result
that the administrator of a particular benchmark is not required to appear in the register of administrators and
benchmarks at the date of the relevant Pricing Supplement (or, if located outside the European Union,
recognition, endorsement or equivalence). The registration status of any administrator under the Benchmark
Regulation is a matter of public record and, save where required by applicable law, the Issuer does not intend
to update the Pricing Supplement to reflect any change in the registration status of the administrator.
EUI-1206967362v7
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 powers 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.
Vulnerability of Région wallonne's economy to the Covid-19 sanitary crisis
The Issuer is exposed to the impact of the global pandemic resulting from the outbreak of a strain of novel
coronavirus disease, COVID-19, as declared by the World Health Organization on 11 March 2020.
Governments in affected areas have imposed a number of measures designed to contain the outbreak, including
business closures, travel restrictions, quarantines and cancellations of gatherings and events. The spread of
COVID-19 may result in a global economic downturn, including in the Eurozone, Belgium and the Walloon
region, and is causing and may continue to cause in the future increased volatility and declines in financial
markets. In particular, the spread of COVID-19 is likely to lead to a decrease in tax and other revenues of the
Issuer and to an increase of its expenses. Such consequences cannot be precisely determined at this date. If the
pandemic is prolonged, or further diseases emerge that give rise to similar effects, the adverse impact on the
global economy could be deepened and result in further declines in financial markets and impact on the Issuer.
EUI-1206967362v7
4

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.
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)
understands 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 is 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
EUI-1206967362v7
5

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.
In certain instances the Noteholders may be bound by certain amendments to the Notes to which they did
not consent
The Notes are subject to certain provisions allowing for the calling of meetings of Noteholders to consider
matters affecting their interests. See Condition 14 (Meetings of Noteholders, modifications and waivers). These
provisions permit defined majorities to bind all holders of a Series, including holders who did not attend and
vote at the relevant meeting and holders who voted in a manner contrary to the majority.
Further, the Agent may without the consent or approval of the Noteholders make such amendments to the
Conditions or the Agency Agreement which are in the opinion of the Agent of a formal, minor or technical
nature or made to correct a manifest error or comply with mandatory provisions of law or such amendments
to the Agency Agreement which are in the opinion of the Agent not prejudicial to the interests of the holders.
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 (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
EUI-1206967362v7
6

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".
Risks related to the structure of a particular issue of Notes with a floating rate of interest using benchmarks
Reference Rates and indices, including interest rate benchmarks, such as the Euro Interbank Offered Rate
(EURIBOR) and the London Interbank Offered Rate (LIBOR), which are used to determine the amounts
payable under financial instruments or the value of such financial instruments (Benchmarks), have, in recent
years, been the subject of political and regulatory scrutiny as to how they are created and operated. This has
resulted in regulatory reform and changes to existing Benchmarks, with further changes anticipated. These
reforms and changes may cause a Benchmark to perform differently than it has done in the past or to be
discontinued. Any change in the performance of a Benchmark or its discontinuation, could have a material
adverse effect on any Notes referencing or linked to such Benchmark.
In March 2017, the European Money Markets Institute (EMMI) published a position paper setting out the
legal grounds for certain proposed reforms to EURIBOR. The proposed reforms seek to clarify the EURIBOR
specification, to align the current methodology with the Benchmark Regulation, the IOSCO Principles (i.e.,
nineteen principles which are to apply to Benchmarks used in financial markets as published by the Board of
the International Organisation of Securities Commissions in July 2013) and other regulatory recommendations
and to adapt the methodology to better reflect current market conditions. EMMI is more specifically aiming to
evolve the current quote based methodology to a transaction based methodology in order to better reflect the
underlying interest that it intends to measure and adapt to the prevailing market conditions. In particular, it is
contemplated that it will be anchored on actual market transaction input data whenever available, and on other
funding sources if transaction data are insufficient. In a statement published in January 2018, EMMI indicated
that it aims to launch the hybrid methodology for EURIBOR by the fourth quarter of 2019 at the latest, in
accordance with the transitional period provided for by the Benchmark Regulation. On 29 March 2018, EMMI
launched its first stakeholder consultation on the hybrid methodology. The consultation closed on 15 May
2018 and is followed by an in-depth testing of the proposed methodology under live conditions from May to
August 2018. In February 2019, EMMI published the summary of stakeholder feedback on a second
consultation paper on a hybrid methodology for EURIBOR. At the same time, EMMI also published a
blueprint of the methodology, targeted to non-expert audiences and aimed at providing further transparency
and clarity on the hybrid methodology.
On 27 July 2017, the Chief Executive of the United Kingdom Financial Conduct Authority, which regulates
LIBOR, announced that it does not intend to continue to persuade, or use its powers to compel, panel banks to
EUI-1206967362v7
7