Obligation Communauté Francophone Belge 0.75% ( BE6326445085 ) en EUR

Communauté Francophone Belge

100 % ▲

Belgique

BE6326445085 ( en EUR )

0.75% par an ( paiement annuel )

03/02/2061

Prospectus brochure de l'obligation Communauté française de Belgique [appelée Fédération Wallonie-Bruxelles] BE6326445085 en EUR 0.75%, échéance 03/02/2061

100 000 EUR

50 000 000 EUR

04/02/2026 ( Dans 200 jours )

La Fédération Wallonie-Bruxelles est une communauté linguistique de Belgique responsable de l'enseignement, de la culture et de certains aspects de la santé et de l'action sociale en Wallonie et à Bruxelles francophones.

Cet article fournit une analyse détaillée d'une émission obligataire spécifique de la Communauté française de Belgique, également connue sous le nom de Fédération Wallonie-Bruxelles, une entité fédérée de l'État belge responsable des compétences telles que l'enseignement, la culture et la santé sur les territoires de la Wallonie et de Bruxelles, bénéficiant d'un profil de crédit directement lié à la stabilité institutionnelle de la Belgique. L'instrument financier en question est une obligation identifiée par le code ISIN BE6326445085, émise dans le pays de Belgique et entièrement libellée en euros (EUR). Le prix actuel de cette obligation sur le marché est de 100% de sa valeur nominale, ce qui implique que son rendement à l'échéance correspond à son taux de coupon. Cette obligation offre un taux d'intérêt nominal de 0,75%, versé une fois par an. La taille totale de l'émission s'élève à 50 000 000 EUR, et la taille minimale d'achat est fixée à 100 000 EUR, ce qui indique que cette émission est principalement destinée aux investisseurs institutionnels ou aux investisseurs qualifiés. Sa maturité est particulièrement longue, établie au 3 février 2061, positionnant cet instrument comme un placement à très long terme et le soumettant ainsi à une sensibilité accrue aux fluctuations des taux d'intérêt sur une longue période.

OFFERING CIRCULAR

Communauté française de Belgique
12,000,000,000
Euro Medium Term Note Programme

Under the Euro Medium Term Note Programme described in this Offering Circular (the "Programme"), Communauté française de Belgique
(the "Issuer"), subject to compliance with all relevant laws, regulations and directives, may from time to time issue Euro Medium Term Notes
(the "Notes"). The aggregate nominal amount of Notes outstanding will not at any time exceed 12,000,000,000 (or the equivalent in other
currencies).
Application may be made to the Luxembourg Stock Exchange and/or Euronext Brussels during a period of twelve (12) months from the date
of this Offering Circular for Notes issued under 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 and Euronext Brussels are regulated markets for the purposes of the Directive 2014/65/EC on
markets in financial instruments dated 15 May 2014. References in this Offering Circular to Notes being "listed" (and all related references)
shall mean that such Notes have been listed and admitted to trading on the regulated market of the Luxembourg Stock Exchange and/or
Euronext Brussels. However, unlisted Notes may be issued pursuant to the Programme. 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 on any other stock exchange).
The Notes will be in dematerialised form and will not be exchangeable for bearer notes (whether in global or definitive form) or registered
notes. They will be cleared through the clearing system operated by the National Bank of Belgium (the "NBB") or any successor thereto (the
"Securities Settlement System") pursuant to the Belgian law of 6 August 1993 on transactions on certain transferable securities (loi relative
aux opérations sur certaines valeurs mobilières), as amended. Among others, Euroclear Bank SA/NV, Belgium as operator of the Euroclear
System ("Euroclear Belgium"), Clearstream Banking AG, Germany ("Clearstream, Frankfurt"), Monte Titoli S.p.A ("Euronext Securities
Milan"), LuxCSD SA, Luxembourg (LuxCSD), Interbolsa S.A. ("Euronext Securities Porto"), SIX SIS Ltd., Switzerland ("SIX SIS") and
Euroclear France SA ("Euroclear France") maintain accounts in the Securities Settlement System (for a list of all the NBB-SSS participants,
please refer to https://www.nbb.be/nl/list-nbb-investor-icsds). The clearing of Notes through the Securities Settlement System must receive
the prior approval of the NBB.
Moody's Investors Services Ltd confirmed a rating of A2 with stable outlook to the long-term debt and a rating of Prime-1 for the short term
debt of the Issuer in its credit opinion of 23 September 2022. The Programme was rated by Moody's France SAS on 4 July 2023 with a rating
of (P)A2 for the senior unsecured debt and a rating of (P)P-1 for the short-term debt. The credit ratings included or referred to in this Offering
Circular will be treated for the purposes of Regulation (EC) No 1060/2009 on credit rating agencies, as amended (the "CRA Regulation") as
having been issued by Moody's France SAS. Moody's France SAS is established in the European Union and is included in the updated list of
credit rating agencies registered in accordance with the CRA Regulation published on the European Securities and Markets Authority's website
(http://www.esma.europa.eu). Tranches of Notes (as defined in "Summary of the Programme Method of Issue") to be issued under the
Programme will be rated or unrated. Where a Tranche of Notes is to be rated, such rating will not necessarily be the same as the rating assigned
to the Programme. Whether or not a rating in relation to any Tranche of Notes will be treated as having been assigned by a credit rating agency
established in the European Union and registered under the CRA Regulation will be disclosed in the relevant Pricing Supplement. 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
credit rating agency.
The Issuer may agree with any Dealer that Notes may be issued in a form not contemplated by the Terms and Conditions of the Notes herein,
in which event a supplementary offering circular, if appropriate, will be made available which will describe the effect of the agreement reached
in relation to such Notes.
This Offering Circular dated 7 July 2023 constitutes an alleviated base prospectus for the purposes of Chapter 2 of Part III of the Luxembourg
Act dated 16 July 2019 on prospectuses for securities (as amended from time to time) (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 (as amended, the "Prospectus Regulation") into Luxembourg law and
does not constitute a prospectus for purposes of the Prospectus Regulation and the Belgian Law of 11 July 2018 on the offer of investment
instrument to the public and the admission of investment instruments to trading on a regulated market (as amended from time to time) (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 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 procedure pursuant to the Prospectus Regulation. The relevant Pricing Supplement constitutes the Final Terms
for the purposes of the listing of the Notes on the Luxembourg Stock Exchange and/or Euronext Brussels.
The Issuer may issue Notes that are intended to qualify as "green bonds" and/or "social bonds" and/or "sustainability bonds" in accordance
with relevant applicable principles at the time of issue (such Notes, "Green Bonds", "Social Bonds" or "Sustainability Bonds"). Such Green
Bonds or Social Bonds or Sustainability 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. The Dealers do not guarantee the "green", "social", and/or "sustainable" nature of the Notes.
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Co-Arrangers for the Programme
Deutsche Bank Aktiengesellschaft
Belfius Bank SA/NV

Dealers
Belfius Bank SA/NV
Goldman Sachs International
BIL
HSBC
BNP Paribas Fortis
ING Bank N.V., Belgian Branch
CBC Banque SA
ING Belgium SA/NV
Crédit Agricole CIB
J.P. Morgan SE
Deutsche Bank
KBC Bank NV
Morgan Stanley
Landesbank Baden-Württemberg
TD Securities
NatWest Markets N.V

The date of this Offering Circular is 7 July 2023
This Offering Circular replaces and supersedes the Offering Circular dated 7 July 2022
This Offering Circular is available free of charge on the website of the Issuer at http://www.budget-finances.cfwb.be and can
be requested free of charge at the seat of the Issuer (Boulevard Léopold II, 44, B-1080 Brussels, Belgium).

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Responsibility for this Offering Circular
The Issuer having made all reasonable enquiries confirms that this Offering Circular contains all
information with respect to the Issuer and the Notes that is material in the context of the issue and offering
of the Notes, the statements contained in it relating to the Issuer and the Notes are in every material
particular true and accurate and not misleading, the opinions and intentions expressed in this Offering
Circular with regard to the Issuer are honestly held, have been reached after considering all relevant
circumstances and are based on reasonable assumptions, there are no other facts in relation to the Issuer
or the Notes the omission of which would, in the context of the issue and offering of the Notes, make any
statement in this Offering Circular misleading in any material respect and all reasonable enquiries have
been made by the Issuer to ascertain such facts and to verify the accuracy of all such information and
statements. The Issuer accepts responsibility accordingly.
Without prejudice to the preceding paragraph, the Issuer accepts responsibility towards interested
parties for the losses which may occur as an immediate and direct result of the absence or inaccuracy of
any disclosure required to be made in this Offering Circular pursuant to Article 5 of the Belgian law of
22 July 1991 on treasury notes and certificates of deposit (loi relative aux billets de trésorerie et aux
certificats de dépôt, hereinafter the "Law of 22 July 1991"). This Offering Circular includes the
"prospectus" referred to in Article 5 of the Law of 22 July 1991.
Unauthorised information
No person has been authorised to give any information or to make any representation other than those
contained in this Offering Circular in connection with the issue or sale of the Notes and, if given or made,
such information or representation must not be relied upon as having been authorised by the Issuer or
any of the Dealers or the Co-Arrangers (as defined in "Summary of the Programme"). 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 Offering Circular 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 Offering Circular has been most recently amended or
supplemented or that any other information supplied in connection with the Programme is correct as of
any time subsequent to the date on which it is supplied or, if different, the date indicated in the document
containing the same.
Restriction on distribution
The distribution of this Offering Circular and the offering, sale or delivery of the Notes in certain
jurisdictions may be restricted by law. Persons into whose possession this Offering Circular comes are
required by the Issuer, the Dealers and the Co-Arrangers to inform themselves about and to observe any
such restriction. 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. Subject to certain exceptions, Notes may not be offered or sold
within the United States.
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 (consommateur/consument) within the meaning of article I.1, 2° of the Belgian
Code of Economic Law (Code de droit économique/Wetboek van economish recht) dated 28 February 2013,
as amended from time to time.

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MIFID II PRODUCT GOVERNANCE / TARGET MARKET - The Pricing Supplement in respect of any
Notes may include a legend entitled "MiFID II Product Governance" which will outline the target market
assessment in respect of the Notes and which channels for distribution of the Notes are appropriate. Any
person subsequently offering, selling or recommending the Notes (a "distributor") should take into
consideration the target market assessment; 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.
A determination may 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 Co-Arrangers, nor the Dealers nor any of their respective affiliates will be a manufacturer for
the purpose of the MiFID Product Governance Rules.
PRODUCT GOVERNANCE UNDER UK MiFIR The Pricing Supplement in respect of any Notes may
include a legend entitled "UK MiFIR Product Governance" which will outline the target market
assessment in respect of the Notes and which channels for distribution of the Notes are appropriate. Any
distributor should take into consideration the target market assessment. A distributor subject to the FCA
Handbook Product Intervention and Product Governance Sourcebook (the UK MiFIR Product
Governance Rules) is, however, responsible for undertaking its own target market assessment in respect
of the Notes (by either adopting or refining the target market assessment) and determining appropriate
distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR
Product Governance Rules, any Dealer subscribing for any Notes is a manufacturer in respect of such
Notes, but otherwise neither the Co-Arrangers nor the Dealers nor any of their respective affiliates will
be a manufacturer for the purpose of the UK MIFIR Product Governance Rules.
Nothing stated herein should be construed as limiting the protections granted to potential investors under
mandatorily applicable investor protection rules, including any such rules included in UK MiFIR.
This Offering Circular does not constitute an offer of, or an invitation by or on behalf of the Issuer or the
Dealers to subscribe for, or purchase, any Notes.
This Offering Circular has not been, and will not be, approved by the Luxembourg Commission de
Surveillance du Secteur Financier nor by the Belgian Financial Services and Markets Authority (Autorité
des services et marchés financiers).
The Co-Arrangers and the Dealers have not separately verified the information contained in this Offering
Circular. None of the Dealers or the Co-Arrangers makes any representation, express or implied, or
accepts any responsibility, with respect to the accuracy or completeness of any of the information in this
Offering Circular, the suitability of the Notes or the use of proceeds. Neither this Offering Circular nor
any other financial statements are intended to provide the basis of any credit or other evaluation and
should not be considered as a recommendation by any of the Issuer, the Co-Arrangers or the Dealers that
any recipient of this Offering Circular or any other financial statements should purchase the Notes. Each
potential purchaser of Notes should determine for itself the relevance of the information contained in this
Offering Circular and its purchase of Notes should be based upon such investigation as it deems necessary.
None of the Dealers or the Co-Arrangers undertakes to review the financial condition or affairs of the
Issuer during the life of the arrangements contemplated by this Offering Circular nor to advise any
investor or potential investor in the Notes of any information coming to the attention of any of the Dealers
or the Co-Arrangers.
The Issuer is involved in a general business relation and/or in specific transactions with some the Co-
Arrangers and/or the Dealers, and certain parties involved in the issuance of the Notes may act in different
capacities and may also be engaged in other commercial relationships, in particular, be part of the same
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group, be lenders, provide banking, investment banking or other services (whether or not financial) to
other parties involved in the issuance of Notes. In particular, (some of) the Co-Arrangers and/or the
Dealers and their respective affiliates have engaged in, and may in the future engage in, investment
banking and/or commercial banking transactions with the Issuer in the ordinary course of business.
Accordingly, (some of) the Co-Arrangers and/or the Dealers may provide, among other things, payment
services, investments of liquidities, credit facilities, bank guarantees, assistance in relation to bonds and
structured products or other services (whether or not financial) to the Issuer for which certain fees and
commissions are being paid. These fees represent recurring costs which are being paid to the Co-
Arrangers, the Dealers as well as to other banks which offer similar services. Potential investors should
also be aware that the Co-Arrangers and/or Dealers may from time to time hold debt securities, shares
and/or other financial instruments of the Issuer. Furthermore, the Co-Arrangers, the Dealers and the
Agent receive customary commissions in relation to the offer of Notes. Investors will have the opportunity
to receive more information about these commissions at the time of a Notes' issuance.
Finally, the Issuer could use the proceeds of the Notes to (partially or fully) reimburse the credit facilities
granted by the Co-Arrangers and/or the Dealers.
Potential conflicts of interest may exist between the Calculation Agent (if any) and Noteholders (including
where a Dealer acts as a calculation agent) in respect of an issuance of Notes under the Programme. In
such a case the Calculation Agent is likely to be a member of an international financial group that is
involved, in the ordinary course of its business, in a wide range of banking activities out of which
conflicting interests may arise. Whilst such a Calculation Agent will, where relevant, have information
barriers and procedures in place to manage conflicts of interest, it may in its other banking activities from
time to time be engaged in transactions involving an index or related derivatives which may affect
amounts receivable by Noteholders during the term and on the maturity of the Notes or the market price,
liquidity or value of the Notes and which could be deemed to be adverse to the interests of the Noteholders.
In connection with any Tranche (as defined in "Summary of the Programme"), one of the Dealers may
act as a stabilising manager (the "Stabilising Manager"). The identity of the Stabilising Manager will be
disclosed in the relevant Pricing Supplement. References in the next paragraph to "the issue of any
Tranche" are to each Tranche in relation to which a Stabilising Manager is appointed.
In connection with the issue of any Tranche, the Stabilising Manager or any person acting on behalf of
the 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 person(s) acting on behalf of a Stabilising Manager) will undertake
stabilisation action. Any stabilisation action may begin on or after the date of the relevant Pricing
Supplement and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days
after the issue date of the relevant Tranche and 60 days after the date of the allotment of the relevant
Tranche. Any stabilisation action or over-allotment must be conducted by the Stabilising Manager (or
person(s) acting on behalf of any Stabilising Manager) in accordance with all applicable laws and rules.
In this Offering Circular, unless otherwise specified or the context otherwise requires, references to
"euro", "EUR" and "" are to the lawful currency of the member states of the European Union that
adopted the single currency introduced by the Treaty on European Union (as amended), references to
"U.S. dollars", "USD", "U.S.$", "$" are to the lawful currency of the United States of America and to
"pound sterling", "GBP", "Sterling" and "£" are to the lawful currency of the United Kingdom.
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
Benchmarks 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
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and Markets Authority (ESMA) pursuant to article 36 of the Benchmarks Regulation. Not every reference
rate will fall within the scope of the Benchmarks Regulation. Transitional provisions in the Benchmarks
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 Benchmarks 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.

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AMENDMENTS OR SUPPLEMENTS
This Offering Circular should be read and construed in conjunction with any amendments or supplements to
this Offering Circular and each relevant Pricing Supplement which shall be deemed to modify or supersede the
contents of this Offering Circular to the extent that a statement contained in any such document is inconsistent
with such contents.
SUPPLEMENTAL OFFERING CIRCULAR
The Issuer has given an undertaking to the Luxembourg Stock Exchange and to the Dealers that if, at any time
during the duration of the Programme, there is a significant change affecting any matter contained in this
Offering Circular (including the "Terms and Conditions of the Notes") whose inclusion would reasonably be
required by investors and their professional advisers, and would reasonably be expected by them to be found in
this Offering Circular, for the purpose of making an informed assessment of the assets and liabilities, financial
position and prospects of the Issuer, and the rights attaching to the Notes, the Issuer shall prepare an amendment
or supplement to this Offering Circular or publish a replacement Offering Circular for use in connection with
any subsequent offering of Notes and shall supply to each Dealer and to the Luxembourg Stock Exchange such
number of copies of such amendment or supplement hereto or of the replacement Offering Circular as such
Dealer and the Luxembourg Stock Exchange may reasonably request. All documents prepared in connection
with the listing of the Programme on the Luxembourg Stock Exchange will be available at the specified office
of the Luxembourg Listing Agent.

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TABLE OF CONTENTS
SUMMARY OF THE PROGRAMME ................................................................................................................ 9
TERMS AND CONDITIONS OF THE NOTES ............................................................................................... 16
USE OF PROCEEDS ........................................................................................................................................ 37
GREEN / SUSTAINABLE / SOCIAL BONDS ................................................................................................ 38
BELGIAN TAXATION ..................................................................................................................................... 40
SUBSCRIPTION AND SALE ........................................................................................................................... 63
FORM OF PRICING SUPPLEMENT .............................................................................................................. 67
GENERAL INFORMATION............................................................................................................................. 77

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SUMMARY OF THE PROGRAMME
The following summary is qualified in its entirety by the remainder of this Offering Circular. The Notes will be
issued on such terms as shall be agreed between the Issuer and the relevant Dealer(s) and, unless specified to
the contrary in the relevant Pricing Supplement, will be subject to the Terms and Conditions set out on pages
15 to 35.
Issuer:
Communauté française de Belgique
Legal Entity Identifier (LEI) code: 529900LT593XA93OL092
Description:
Euro Medium Term Note Programme
Programme Limit:
Up to 12,000,000,000 (or the equivalent in other currencies at
the date of issue) aggregate nominal amount of Notes
outstanding at any one time.
Co-Arrangers:
Belfius Bank SA/NV.
Deutsche Bank Aktiengesellschaft
Dealers:
Banque Internationale à Luxembourg S.A., Belfius Bank
SA/NV, BNP Paribas Fortis SA/NV, CBC Banque SA, Crédit
Agricole Corporate and Investment Bank, Deutsche Bank
Aktiengesellschaft, Goldman Sachs International, HSBC
Continental Europe, ING Bank N.V., Belgian Branch, ING
Belgium SA/NV, J.P. Morgan SE, KBC Bank NV, Landesbank
Baden-Württemberg, Morgan Stanley & Co. International plc,
NatWest Markets N.V., The Toronto-Dominion Bank.
The Issuer may from time to time terminate the appointment of
any Dealer under the Programme or appoint additional Dealers
either in respect of one or more Tranches or in respect of the
whole Programme. References in this Offering Circular to
"Permanent Dealers" are to the persons listed above as Dealers
and to such additional persons that are appointed as Dealers in
respect of the whole Programme (and whose appointment has not
been terminated) and to "Dealers" are to all Permanent Dealers
and all persons appointed as a dealer in respect of one or more
Tranches.
At the date of this Offering Circular, may only be Dealers: (i)
Belgian credit institutions or Belgian investment firms duly
licensed by the NBB to underwrite bond issues in Belgium, (ii)
credit institutions or investment firms incorporated in another
Member State of the European Union which are duly licensed by
the relevant authority of their Member State to underwrite bond
issues and are authorised to conduct such services in Belgium
either through a branch or an establishment or on a cross border
basis (after the relevant authority of their Member State has
notified the NBB of their intention), or (iii) certain credit
institutions or investment firms that are not incorporated in a
Member State of the European Union, provided certain
conditions are met (including a notification in advance to the
NBB).
Paying Agent:
Belfius Bank SA/NV.
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Domiciliary Agent:
Belfius Bank SA/NV.
Belgian Listing Agent
Belfius Bank SA/NV.
Luxembourg Listing Agent:
Banque Internationale à Luxembourg S.A.
Method of Issue:
The Notes will be issued on a syndicated or non-syndicated
basis. The Notes will be issued in series (each a "Series") having
one or more issue dates and on terms otherwise identical (or
identical other than in respect of the first payment of interest),
the Notes of each Series being intended to be interchangeable
with all other Notes of that Series. Each Series may be issued in
tranches (each a "Tranche") on the same or different issue dates.
The specific terms of each Tranche (which will be supplemented,
where necessary, with supplemental terms and conditions and,
save in respect of the issue date, issue price, first payment of
interest and nominal amount of the Tranche, will be identical to
the terms of other Tranches of the same Series) will be set out in
a pricing supplement to this Offering Circular (a "Pricing
Supplement").
Issue Price:
Notes may be issued at their nominal amount or at a discount or
premium to their nominal amount. Partly Paid Notes may be
issued, the issue price of which will be payable in two or more
instalments.
Form of Notes:
The Notes will be issued in dematerialised form governed by the
Belgian law of 2 January 1991 on the market for public debt
securities, and monetary policy instruments (loi relative au
marché des titres de la dette publique et aux investissements de
la politique monétaire), as made applicable to debt securities of
the Communities and Regions by the Royal Decree of 16
November 1994 (the "Law of 2 January 1991") or under the
form of dematerialised treasury notes (billets de trésorerie)
governed by the Law of 22 July 1991 and the Belgian Royal
Decree of 14 October 1991 on the same subject, all as amended
from time to time. They will be represented by book entries in
the records of the Securities Settlement System or of an approved
account holder, within the meaning of article 3 of the Law of
2 January 1991 (an "Approved Account Holder"). The
Noteholders will not be entitled to exchange the Notes into
definitive notes in bearer or registered form.
Clearing Systems:
Securities Settlement System and, in relation to any Tranche,
such other clearing system as may be agreed between the Issuer,
the Paying Agent and the relevant Dealer.
Euroclear Belgium, Clearstream, Frankfurt, Euronext Securities
Milan, LuxCSD, Euronext Securities Porto, SIX SIS and
Euroclear France maintain accounts with the Securities
Settlement System.
Initial Delivery of Notes:
Subject to the rules imposed by the Securities Settlement System
Regulations, the Notes denominated in euro will be created in
the account of the Domiciliary Agent with the Securities
Settlement System. An amount thereof, as previously notified to
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