Obligation Banque Internationale du Luxembourg 0% ( XS0254491268 ) en USD

Société émettrice Banque Internationale du Luxembourg
Prix sur le marché 100 %  ▲ 
Pays  Luxembourg
Code ISIN  XS0254491268 ( en USD )
Coupon 0%
Echéance 16/05/2016 - Obligation échue



Prospectus brochure de l'obligation Banque Internationale a Luxembourg XS0254491268 en USD 0%, échue


Montant Minimal 100 000 USD
Montant de l'émission 150 000 000 USD
Description détaillée La Banque Internationale à Luxembourg (BIL) est une banque privée luxembourgeoise offrant une large gamme de services financiers aux particuliers et aux entreprises, avec une présence internationale significative.

L'Obligation émise par Banque Internationale du Luxembourg ( Luxembourg ) , en USD, avec le code ISIN XS0254491268, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 16/05/2016








BASE PROSPECTUS
BANQUE INTERNATIONALE À LUXEMBOURG, SOCIÉTÉ ANONYME
(Incorporated with limited liability in Luxembourg)
EUR 10,000,000,000
Programme for the issue of Euro Medium Term Notes and Warrants
On 9 November 1995, Banque Internationale à Luxembourg, société anonyme (the "Bank", "Issuer" or "BIL") entered into a U.S.$1,000,000,000
Programme for the issue of Euro Medium Term Notes and Warrants (the "Programme") and issued a Base Prospectus on that date describing the Programme.
The limit of the Programme was increased to U.S.$2,000,000,000 on 8 November 1996, to U.S.$5,000,000,000 on 16 December 1997, to U.S.$8,000,000,000
on 21 February 2005 and to Euro 10,000,000,000 on 3 October 2005. Any Notes or Warrants (as defined below) issued under the Programme on or after the
date of this Base Prospectus are issued subject to the provisions described herein save that any Notes or Warrants issued which are to be consolidated and
form a single series with a previous issue of Notes or Warrants shall be subject to the terms and conditions applicable to that previous issue of Notes or
Warrants as set out in the prospectus applicable thereto. Under the Programme, BIL, subject to compliance with all relevant laws, regulations and directives,
may from time to time issue medium term Notes that rank as senior obligations of BIL (the "Senior Notes"), medium term Notes that rank as senior non
preferred obligations of BIL (the "Senior Non Preferred Notes"), medium term Notes that rank as subordinated obligations of BIL (the "Subordinated Notes"
and, together with the Senior Notes and the Senior Non Preferred Notes, the "Notes") and warrants or other similar instruments (the "Warrants"). The
aggregate principal amount of Notes outstanding will not at any time exceed Euro 10,000,000,000 (or the equivalent in other currencies).
This Base Prospectus has been approved as a base prospectus by the Commission de Surveillance du Secteur Financier (the "CSSF") as
competent authority under Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 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"). The CSSF only approves this
Base Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Approval by the CSSF
should not be considered as an endorsement of the Issuer or of the quality of the Notes or Warrants. Investors should make their own assessment as to the
suitability of investing in the Notes or Warrants. The CSSF assumes no responsibility for the economic and financial soundness of the transactions contemplated
by this Base Prospectus or the quality or solvency of the Issuer. This Base Prospectus has also been approved by the Luxembourg Stock Exchange pursuant
to Part IV of the Luxembourg act dated 16 July 2019 on prospectuses for securities (the "Prospectus Act 2019"). Application has been made to the Luxembourg
Stock Exchange for Notes and Warrants issued under the Programme for the period of 12 months from the date of approval of this Base Prospectus to be
listed on the official list of the Luxembourg Stock Exchange (the "Official List") and to be admitted to trading on the regulated market of the Luxembourg Stock
Exchange (the "Regulated Market").
An application may be made to the Luxembourg Stock Exchange for Notes and Warrants issued under the Programme to be admitted to trading
on the Euro MTF market of the Luxembourg Stock Exchange (the "Euro MTF Market") and listed on the Official List. However, unlisted Notes and Warrants
may be issued pursuant to the Programme. The applicable Final Terms in respect of the issue of any Notes and the applicable Final Terms for the Warrants
in respect of the issue of any Warrants will specify whether or not such Notes or Warrants will be listed on the Official List of the Luxembourg Stock Exchange
and admitted to trading on the Regulated Market or the Euro MTF Market (or listed on any other stock exchange(s)). References in this Base Prospectus to
Notes or Warrants being listed (and all related references) shall mean that such Notes or Warrants have been admitted to trading on the Regulated Market
and have been admitted to the Official List. The Regulated Market is a regulated market for the purposes of the Markets in Financial Instruments Directive
(Directive 2014/65/EU). The Euro MTF Market, however, is not a regulated market for the purposes of the afore-mentioned Directive 2014/65/EU. This Base
Prospectus is valid for 12 months from its date and therefore its validity will expire on 24 June 2023. The obligation to supplement this Base Prospectus in the
event of a significant new factor, material mistake or material inaccuracy does not apply when this Base Prospectus is no longer valid.
The requirement to publish a prospectus under the Prospectus Regulation only applies to Notes and Warrants which are to be admitted to trading
on a regulated market in the European Economic Area (the "EEA") and/or offered to the public in the EEA other than in circumstances where an exemption is
available under Article 1(4) and/or 3(2) of the Prospectus Regulation. References in this Base Prospectus to Exempt Notes and Exempt Warrants are to
Notes and Warrants for which no prospectus is required to be published under the Prospectus Regulation. The CSSF has neither approved nor reviewed
information contained in this Base Prospectus in connection with Exempt Notes or Exempt Warrants. The approval of the Luxembourg Stock Exchange
with regards to the Exempt Notes and Exempt Warrants relates solely to their listing on the Euro MTF Market.
Each Tranche (as defined in the terms and conditions of the relevant Notes) of Notes in bearer form will be represented on issue by a temporary
global note in bearer form (each, a "temporary Global Note") or a permanent global note in bearer form (each, a "permanent Global Note" and together with
the temporary Global Notes, the "Global Notes"). Each Tranche of Warrants in bearer form will be represented on issue by a permanent global warrant in
bearer form (each, a "permanent Global Warrant" or "Global Warrant"). If the Global Notes are stated in the applicable Final Terms to be issued in new
global note ("NGN") form, they will be delivered on or prior to the original issue date of the relevant Tranche to a common safekeeper (the "Common
Safekeeper") for Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking S.A. ("Clearstream, Luxembourg"). Notes in registered form ("Registered
Notes") will be represented by registered certificates (each, a "Registered Note Certificate"), one Registered Note Certificate being issued in respect of each
Noteholder's entire holding of Registered Notes of one Series (as defined in the terms and conditions of the relevant Notes) of Notes. Registered Notes issued
in global form will be represented by registered global certificates ("Registered Note Global Certificates"). If a Registered Note Global Certificate is held
under the New Safekeeping Structure ("NSS") the Registered Note Global Certificate will be delivered on or prior to the original issue date of the relevant
Tranche to a Common Safekeeper for Euroclear and Clearstream, Luxembourg. Global Notes which are not issued in NGN form ("CGNs") and Registered
Note Global Certificates which are not held under the NSS and Global Warrants will be deposited on the issue date of the relevant Tranche with a common
depositary on behalf of Euroclear and Clearstream, Luxembourg (the "Common Depositary"). The provisions governing the exchange of interests in Global
Notes for other Global Notes and definitive Notes are described in "Summary of Provisions Relating to the Notes while in Global Form".
Notice of the aggregate nominal amount of Notes or Warrants, interest (if any) payable in respect of Notes or Warrants, the issue price of Notes
or Warrants and certain information which is applicable to each Tranche of Notes or Warrants will (other than in the case of Exempt Notes or Exempt Warrants,
as defined above) be set out in a final terms document (the "Final Terms") which will be filed with the CSSF. Copies of Final Terms in relation to Notes or
Warrants to be listed on the Luxembourg Stock Exchange will be published on the website of the Luxembourg Stock Exchange (www.bourse.lu) through a
regulatory information service. In the case of Exempt Notes or Exempt Warrants, notice of the aggregate nominal amount of Notes or Warrants, interest (if
any) payable in respect of Notes or Warrants, the issue price of Notes or Warrants and certain other information which is applicable to each Tranche will be
set out in a pricing supplement document (the "Pricing Supplement").

Arranger
Goldman Sachs International
Dealers
BIL
BNP PARIBAS
Commerzbank
Crédit Agricole CIB
Credit Suisse
Daiwa Capital Markets Europe
Deutsche Bank
Goldman Sachs International
J.P. Morgan
Morgan Stanley
MUFG
Nomura

UBS Investment Bank



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The date of this Base Prospectus is 24 June 2022
The Programme provides that Notes and Warrants 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 or Warrants and/or Notes or
Warrants not admitted to trading on any market.
THE NOTES, THE WARRANTS AND THE SECURITIES (IF ANY) TO BE DELIVERED UNDER THE TERMS OF THE
NOTES AND THE WARRANTS, HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR UNDER THE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES. THE NOTES INCLUDE NOTES IN BEARER FORM THAT ARE
SUBJECT TO U.S. TAX LAW REQUIREMENTS.
NO NOTES OR INTERESTS THEREIN, MAY AT ANY TIME BE OFFERED, SOLD OR DELIVERED, DIRECTLY OR
INDIRECTLY, WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON (AS
DEFINED IN REGULATION S UNDER THE SECURITIES ACT) EXCEPT PURSUANT TO AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH ALL APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION (SEE "PLAN OF DISTRIBUTION").
NO WARRANTS, OR INTERESTS THEREIN, MAY AT ANY TIME BE OFFERED, SOLD, RESOLD, TRANSFERRED,
PLEDGED, DELIVERED OR REDEEMED, DIRECTLY OR INDIRECTLY, AT ANY TIME IN THE UNITED STATES OR TO, OR
FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON (AS DEFINED IN REGULATION S). FURTHERMORE, NEITHER
THE SALE OF NOR TRADING IN NOTES OR WARRANTS HAS BEEN APPROVED BY THE UNITED STATES COMMODITY
FUTURES TRADING COMMISSION ("CFTC") UNDER THE UNITED STATES COMMODITY EXCHANGE ACT, AS AMENDED
("CEA"). NO U.S. PERSON MAY AT ANY TIME PURCHASE, TRADE, EXERCISE OR MAINTAIN A POSITION IN WARRANTS
UNLESS OTHERWISE SPECIFIED IN THE APPLICABLE FINAL TERMS FOR THE WARRANTS. "U.S. PERSON" MEANS A
PERSON THAT IS ANY ONE OR MORE OF THE FOLLOWING: (1) A "U.S. PERSON" AS DEFINED IN REGULATION S UNDER
THE SECURITIES ACT, (2) A "U.S. PERSON" AS DEFINED IN THE INTERPRETIVE GUIDANCE AND POLICY STATEMENT
REGARDING COMPLIANCE WITH CERTAIN SWAP REGULATIONS PROMULGATED BY THE CFTC, OR THE FINAL RULE
RELATING TO CROSS-BORDER APPLICATION OF THE REGISTRATION THRESHOLDS AND CERTAIN REQUIREMENTS
APPLICABLE TO SWAP DEALERS AND MAJOR SWAP PARTICIPANTS PROMULGATED BY THE CFTC, IN EACH CASE,
AS AMENDED, MODIFIED OR SUPPLEMENTED FROM TIME TO TIME, UNDER THE CEA, OR (3) A PERSON OTHER THAN
A "NON-UNITED STATES PERSON" AS DEFINED IN CFTC RULE 4.7.
FOR A DESCRIPTION OF CERTAIN RESTRICTIONS ON OFFERS AND SALES OF NOTES AND WARRANTS AND
ON THE DISTRIBUTION OF THIS BASE PROSPECTUS, SEE "PLAN OF DISTRIBUTION".
The Issuer has been rated A- by S&P Global Ratings Europe Limited, French Branch ("Standard & Poor's") and A2 by Moody's Investors Service
Ltd. ("Moody's"). Standard & Poor's and Moody's are not established in the EEA and have not applied for registration under Regulation (EC) No 1060/2009
(as amended) (the "CRA Regulation"). Notes or Warrants issued under the Programme may be rated or unrated by any one or more of the rating agencies
referred to above. Issuers rated "A-" by Standard & Poor's are considered to have a strong capacity to meet financial commitments, but are somewhat
susceptible to adverse economic conditions and change in circumstances. Issuers rated "A2" by Moody's are considered to be subject to low credit risk.
Amounts payable on Floating Rate Notes will be calculated by reference to EURIBOR, SONIA and SOFR as specified in the applicable
Final Terms and each as defined in the terms and conditions of the relevant Notes. As at the date of this Base Prospectus, European Money Markets
Institute (as administrator of EURIBOR) appears on the register of administrators and benchmarks established and maintained by the European
Securities and Markets Authority ("ESMA") pursuant to Article 36 of Regulation (EU) No. 2016/1011 (as amended, the "Benchmarks Regulation").
As at the date of this Base Prospectus, the administrators of SONIA and SOFR do not appear on ESMA's register of administrators and benchmarks
pursuant to Article 36 of the EU Benchmarks Regulation. As far as the Issuer is aware, SONIA and SOFR do not fall within the scope of the EU
Benchmarks Regulation.
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.
Where a Tranche of Notes or Warrants are rated, such rating will be disclosed in the Final Terms (or Pricing Supplement, in the case of Exempt
Notes or Exempt Warrants) and will not necessarily be the same as the rating assigned to the Issuer by the relevant rating agency. A rating is not a
recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this Base Prospectus.


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RESPONSIBILITY STATEMENT
The Issuer accepts responsibility for the information contained in the Base Prospectus, any
supplement thereto and the Final Terms for each Tranche of Notes or Warrants issued under the
Programme. To the best of the knowledge of the Issuer (having taken all reasonable care to ensure that
such is the case), the information contained in this Base Prospectus is in accordance with the facts and
does not omit anything likely to affect the import of such information.
General
This Base Prospectus comprises a base prospectus in respect of all Notes and Warrants other
than Exempt Notes or Exempt Warrants issued under the Programme for the purposes of Article 8 of
the Prospectus Regulation.
In this Base Prospectus, Exempt Notes and Exempt Warrants means an offering of such Notes
or Warrants where there is an exemption from the obligation under the Prospectus Regulation to publish
a prospectus. Exempt Notes may include Dual Currency Notes, Partly Paid Notes or Notes redeemable
in one or more instalments.
This Base Prospectus is to be read in conjunction with all documents which are incorporated
herein by reference (see "Documents Incorporated by Reference"). This Base Prospectus shall be read
and construed on the basis that such documents are incorporated and form part of this Base
Prospectus.
Other than in relation to the documents which are incorporated by reference (see "Documents
Incorporated by Reference"), the information on the websites to which this Base Prospectus refers does
not form part of this Base Prospectus and has not been scrutinised or approved by the CSSF.
No person is or has been authorised by the Issuer to give any information or to make any
representation not contained or not consistent with this Base Prospectus or any other information
supplied in connection with the Programme or the Notes or Warrants 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 Arranger (as defined below).
Neither the delivery of this Base Prospectus nor any sale made in connection herewith shall,
under any circumstances, create any implication that there has been no change in the affairs of the
Issuer or the Issuer's consolidated subsidiaries taken as a whole (the "BIL Group") since the date
hereof or the date upon which this Base Prospectus has been most recently supplemented or that there
has been no adverse change in the financial position of the Issuer or the BIL Group since the date
hereof or the date upon which this Base Prospectus has been most recently 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.
Neither the delivery of this Base Prospectus nor the offering, sale or delivery of any Notes or
Warrants shall in any circumstances imply that the information contained herein concerning the Issuer
is correct at any time subsequent to the date hereof or that any other information supplied in connection
with the Programme is correct as of any time subsequent to the date indicated in the document
containing the same. 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 or Warrants of any
information coming to their attention.
IMPORTANT INFORMATION RELATING TO THE USE OF THIS BASE PROSPECTUS AND
OFFERS OF NOTES AND WARRANTS GENERALLY
This Base Prospectus does not constitute an offer to sell or the solicitation of an offer to buy
any Notes or Warrants in any jurisdiction to any person to whom it is unlawful to make the offer or
solicitation in such jurisdiction.
The distribution of this Base Prospectus and the offer or sale of Notes or Warrants may be
restricted by law in certain jurisdictions. The Issuer and the Dealers do not represent that this Base
Prospectus may be lawfully distributed, or that any Notes or Warrants 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 Final Terms, no
action has been taken by the Issuer or the Dealers which is intended to permit a public offering of any
Notes or Warrants or distribution of this Base Prospectus in any jurisdiction where action for that
purpose is required. Accordingly, no Notes or Warrants may be offered or sold, directly or indirectly,


3




and neither this Base Prospectus nor any advertisement or other offering material may be distributed
or published in any jurisdiction, except under circumstances that will result in compliance with any
applicable laws and regulations. Persons into whose possession this Base Prospectus or any Notes or
Warrants may come must inform themselves about, and observe any such restrictions on the
distribution of this Base Prospectus and the offering and sale of Notes or Warrants. In particular, there
are restrictions on the distribution of this Base Prospectus and the offer or sale of Notes or Warrants in
the United States, the European Economic Area (including, for these purposes, Belgium, France,
Germany, Luxembourg and the Netherlands), the United Kingdom and Japan, see "Plan of Distribution".
The Notes, the Warrants and the securities (if any) to be delivered under the terms of the Notes
and the Warrants, have not been and will not be registered under the United States Securities Act of
1933, as amended (the "Securities Act") or under the securities laws of any state or other jurisdiction
of the United States. The Notes include Notes in bearer form that are subject to U.S. tax law
requirements.
No Notes, or interests therein, may at any time be offered, sold or delivered, directly or
indirectly, within the United States or to, or for the account or benefit of, any U.S. person (as defined
herein) except pursuant to an exemption from the registration requirements of the Securities Act and in
accordance with all applicable securities laws of any state of the United States or any other jurisdiction
(see "Plan of Distribution").
IMPORTANT ­ EEA RETAIL INVESTORS - If the Final Terms in respect of any Notes or
Warrants (or Pricing Supplement, as the case may be) includes a legend entitled "Prohibition of sales
to EEA Retail Investors", the Notes or Warrants are not intended to be offered, sold or otherwise made
available to and, should not be offered, sold or otherwise made available to any retail investor in the
European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or
more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended,
"MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 ("Insurance Distribution
Directive"), where that customer would not qualify as a professional client as defined in point (10) of
Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation.
Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended,
the "PRIIPs Regulation") for offering or selling the Notes or Warrants or otherwise making them
available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or
Warrants or otherwise making them available to any retail investor in the EEA may be unlawful under
the PRIIPs Regulation.
IMPORTANT ­ UK RETAIL INVESTORS ­ If the Final Terms in respect of any Notes or
Warrants (or Pricing Supplement, as the case may be) includes a legend entitled "Prohibition of sales
to UK Retail Investors", the Notes or Warrants are not intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made available to any retail investor in the
United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more) of:
(i) a retail client, as defined in point (8) of Article 2 of the Prospectus Regulation as it forms part of
domestic law by virtue of the the UK's European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a
customer within the meaning of the provisions of the UK's Financial Services and Markets Act 2000
("FSMA") and any rules or regulations made under the FSMA to implement the Insurance Distribution
Directive, where that customer would not qualify as a professional client, as defined in point (8) of Article
2(1) of Regulation (EU) No 600/2014 ("MiFIR") as it forms part of domestic law by virtue of the EUWA;
or (iii) not a qualified investor as defined in Article 2 of the Prospectus Regulation as it forms part of
domestic law by virtue of the EUWA. Consequently no key information document required by the PRIIPs
Regulation as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for
offering or selling the Notes or Warrants or otherwise making them available to retail investors in the
UK has been prepared and therefore offering or selling the Notes or Warrants or otherwise making them
available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
MiFID II product governance / target market ­ The Final Terms in respect of any Notes or
Warrants (or Pricing Supplement, in the case of Exempt Notes or Exempt Warrants) will include a
legend entitled "MiFID II Product Governance" which will outline the target market assessment made
by the relevant manufacturer(s) in respect of the Notes or Warrants and which channels for distribution
of the Notes or Warrants as appropriate. Any person subsequently offering, selling or recommending
the Notes or the Warrants (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 or the Warrants (by either adopting or refining the target
market assessment) and determining appropriate distribution channels.


4




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 or Warrants is a manufacturer in respect
of such Notes or Warrants, but otherwise neither the Arranger nor the Dealers nor any of their respective
affiliates will be a manufacturer for the purpose of the MiFID Product Governance Rules.
UK MiFIR product governance / target market ­ The Final Terms in respect of any Notes or
Warrants (or Pricing Supplement, as the case may be) will include a legend entitled "UK MiFIR Product
Governance" which will outline the target market assessment in respect of the Notes or Warrants and
which channels for distribution of the Notes or Warrants are appropriate. Any person subsequently
offering, selling or recommending the Notes or Warrants (a distributor) should take into consideration
the target market assessment; however, a distributor subject to the FCA Handbook Product Intervention
and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for
undertaking its own target market assessment in respect of the Notes or Warrants (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 or Warrants is a manufacturer
in respect of such Notes or Warrants, but otherwise neither the Arranger nor the Dealers nor any of
their respective affiliates will be a manufacturer for the purpose of the UK MIFIR Product Governance
Rules.
No Notes or Warrants, or interests therein, may at any time be offered, sold, resold, transferred,
pledged, delivered or redeemed, directly or indirectly, at any time in the United States or to, or for the
account or benefit of, any U.S. person (as defined herein). Furthermore, neither the sale of nor trading
in Notes or Warrants has been approved by the United States Commodity Futures Trading Commission
("CFTC") under the United States Commodity Exchange Act, as amended ("CEA") No U.S. person (as
defined herein) may at any time purchase, trade, exercise or maintain a position in Warrants unless
otherwise specified in the applicable Final Terms for the Warrants.
For a description of certain restrictions on offers and sales of Notes and Warrants and on the
distribution of this Base Prospectus, see "Plan of Distribution".
Neither this Base Prospectus nor any copy hereof may be sent, taken into or distributed in the
United States or to any U.S. person (as defined in Regulation S) or in any other jurisdiction where to do
so would be unlawful. This Base Prospectus may not be reproduced either in whole or in part, without
the written permission of the Issuer.
As used herein with respect to the Notes and ETF Linked Warrants, "U.S. person" means a
person that is a "U.S. person" as defined in Regulation S under the Securities Act.
As used herein with respect to the Warrants (other than ETF Linked Warrants) , "U.S. person"
means a person that is any one or more of the following: (1) a "U.S. person" as defined in Regulation S
under the Securities Act, (2) a "U.S. person" as defined in the Interpretive Guidance and Policy
Statement Regarding Compliance with Certain Swap Regulations promulgated by the CFTC, or the
final rule relating to Cross-Border Application of the Registration Thresholds and Certain Requirements
Applicable to Swap Dealers and Major Swap Participants promulgated by the CFTC, in each case, as
amended, modified or supplemented from time to time, under the CEA, or (3) a person other than a
"Non-United States person" as defined in CFTC Rule 4.7.
Neither this Base Prospectus nor any other information supplied in connection with the
Programme or the issue of any Notes or Warrants constitutes an offer or an invitation by or on behalf
of the Issuer or any the Dealers to any person to subscribe for, or purchase, any Notes or Warrants.
To the fullest extent permitted by law, none of the Dealers or any of their respective affiliates
(other than the Issuer in its capacity as Dealer) or the Arranger makes any representation or warranty,
express or implied, as to the accuracy or completeness of the information contained in this Base
Prospectus or accepts any responsibility for the contents of this Base Prospectus or for any other
statement, made or purported to be made by the Arranger or a Dealer (other than the Issuer in its
capacity as Dealer) or on its behalf in connection with the Issuer or the issue and offering of the Notes
or the Warrants. Nothing contained in this Base Prospectus is, or should be relied upon as, a promise
or representation by the Arranger or a Dealer (other than the Issuer in its capacity as Dealer). The
Arranger and each Dealer (other than the Issuer in its capacity as Dealer) accordingly disclaims all and
any liability whether arising in tort or contract or otherwise (save as referred to above) which it might
otherwise have in respect of this Base Prospectus or any such statement.


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None of the Dealers or any of their respective affiliates (other than the Issuer in its capacity as
Dealer) or the Arranger accepts any responsibility for any social, environmental and sustainability
assessment of any Notes issued as Green Bonds ("Green Bonds") or makes any representation,
warranty or assurance whether such Green Bonds will meet any investor expectations or requirements
regarding such "green", "environmental", "sustainable", "social" or such other equivalent labels. None
of the Dealers or any of their respective affiliates (other than the Issuer in its capacity as Dealer) or the
Arranger is responsible for the use of proceeds for any Green Bonds, nor the impact or monitoring of
such use of proceeds. No representation or assurance is given by the Dealers or any of their respective
affiliates (other than the Issuer in its capacity as Dealer) or the Arranger as to the suitability or reliability
of any opinion or certification of any third party made available in connection with an issue of Green
Bonds, nor is any such opinion or certification a recommendation by the Issuer or any of the Dealers to
buy, sell or hold any such Green Bonds. In the event any such Green Bonds are, or are intended to be,
listed, or admitted to trading on a dedicated "green", "environmental", "sustainable", "social" or other
equivalently-labelled segment of any stock exchange or securities market, no representation or
assurance is given by the Dealers or any of their respective affiliates (other than the Issuer in its capacity
as Dealer) or the Arranger that such listing or admission will be obtained or maintained for the lifetime
of the Green Bonds.
Neither the Dealers or any of their respective affiliates (other than the Issuer in its capacity as
Dealer) nor the Arranger have undertaken, nor are they responsible for, any assessment of the Eligible
Portfolio (as defined in the risk factor "3.6 Notes issued as Green Bonds may not be a suitable
investment for all investors seeking exposure to green assets" in the section headed "Risk Factors" in
this Base Prospectus), any verification of whether the Eligible Portfolio meets any eligibility criteria set
out in the Green Bond Framework (as defined in the "Use of Proceeds" section of this Base Prospectus)
or the monitoring of the use of proceeds (or amounts equal thereto) or the allocation of the proceeds to
particular loans and investments that are the subject of, or related to, the Eligible Portfolio.
Sustainalytics ("Second Party Opinion Provider"), has been appointed by the Issuer. Investors should
refer to the Green Bond Framework, any Second Party Opinion (as defined in the "Use of Proceeds"
section of this Base Prospectus) and any public reporting by or on behalf of the Issuer in respect of the
application of proceeds (allocation report) or of the environmental benefits (impact report) (each of
which will be available in the following section of the Issuer's website: https://www.bil.com/en/bil-
group/investor-relations/Pages/index.aspx and which, for the avoidance of doubt, will not be
incorporated by reference into this Base Prospectus) for information.
Neither this Base Prospectus nor any other information supplied in connection with the
Programme or any Notes or Warrants (a) is intended to provide the basis of any credit or other
evaluation or (b) should be considered as a recommendation by the Issuer or any of the Dealers that
any recipient of this Base Prospectus or any other information supplied in connection with the
Programme or any Notes or Warrants should purchase any Notes or Warrants. Each investor
contemplating purchasing the Notes or Warrants, as the case may be, should make its own independent
investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the
Issuer.
None of the Dealers (other than the Issuer in its capacity as Dealer) or the Arranger undertakes
to review the financial condition or affairs of the Issuer or the BIL Group during the life of the
arrangements contemplated by this Base Prospectus nor to advise any investor or potential investor in
the Notes or Warrants of any information coming to the attention of any of the Dealers or the Arranger.



6




STABILISATION
In connection with the issue of any Tranche of Notes the Dealer or Dealers (if any) named
as the Stabilisation Manager(s) (or persons acting on behalf of any Stabilisation Manager(s))
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, stabilisation may not
necessarily occur. 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 cease 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
Stabilisation Manager(s) (or persons acting on behalf of any Stabilisation Manager(s)) in
accordance with all applicable laws and rules.
Stabilisation activities are not permitted in respect of the Warrants.
In this Base Prospectus, unless otherwise specified or the context otherwise requires,
references to "EUR" and "euro" are to the currency introduced pursuant to Article 109I(4) of the Treaty
establishing the European Community as amended by the Treaty on European Union and the Treaty
of Amsterdam and as further amended from time to time, to "GBP", "Pounds Sterling" and "Sterling"
are to the lawful currency of the United Kingdom and to "U.S.$", "USD" and "U.S. dollars" are to the
lawful currency of the United States.
Certain amounts which appear in this Base Prospectus have been subject to rounding
adjustments; accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation
of the figures which precede them.


7




TABLE OF CONTENTS
GENERAL DESCRIPTION OF THE PROGRAMME ......................................................................... 9
RISK FACTORS .................................................................................................................................. 22
IMPORTANT INFORMATION RELATING TO NON-EXEMPT OFFERS OF NOTES AND
WARRANTS ........................................................................................................................... 45
DOCUMENTS INCORPORATED BY REFERENCE........................................................................ 50
PROSPECTUS SUPPLEMENT ........................................................................................................... 52
TERMS AND CONDITIONS OF THE SENIOR NOTES AND THE SENIOR NON PREFERRED
NOTES ..................................................................................................................................... 53
TERMS AND CONDITIONS OF THE SUBORDINATED NOTES ............................................... 124
GENERAL CONDITIONS OF THE WARRANTS .......................................................................... 161
OVERVIEW OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ...... 182
OVERVIEW OF PROVISIONS RELATING TO THE WARRANTS WHILE IN GLOBAL FORM
............................................................................................................................................... 187
USE OF PROCEEDS ......................................................................................................................... 191
BANQUE INTERNATIONALE À LUXEMBOURG, SOCIÉTÉ ANONYME .................................. 193
TAXATION ........................................................................................................................................ 205
PLAN OF DISTRIBUTION ............................................................................................................... 209
FORM OF FINAL TERMS (NON-EXEMPT / LESS THAN 100,000, OTHER THAN NOTES TO
BE ADMITTED TO TRADING ONLY ON A REGULATED MARKET, OR A SPECIFIC
SEGMENT OF A REGULATED MARKET, TO WHICH ONLY QUALIFIED
INVESTORS HAVE ACCESS) ............................................................................................ 217
FORM OF FINAL TERMS (NON-EXEMPT/ 100,000 OR MORE AND NOTES TO BE
ADMITTED TO TRADING ON A REGULATED MARKET, OR A SPECIFIC SEGMENT
OF A REGULATED MARKET, TO WHICH ONLY QUALIFIED INVESTORS HAVE
ACCESS) ............................................................................................................................... 244
FORM OF PRICING SUPPLEMENT (EXEMPT) ............................................................................ 268
FORM OF FINAL TERMS FOR THE WARRANTS (NON-EXEMPT) .......................................... 291
FORM OF PRICING SUPPLEMENT FOR THE WARRANTS (EXEMPT) ................................... 303
GENERAL INFORMATION ............................................................................................................. 310



8




GENERAL DESCRIPTION OF THE PROGRAMME
The following general description does not purport to be complete and is taken from, and is
qualified in its entirety by, the remainder of this Base Prospectus and, in particular, in relation to the
terms and conditions of any particular tranche of Notes or Warrants, the applicable final terms (or, in
the case of Exempt Notes or Exempt Warrants, the applicable pricing supplement). The Issuer and any
relevant Dealer may agree that Notes or Warrants shall be issued in a form other than that contemplated
in the terms and conditions, in which event, in the case of Notes or Warrants other than Exempt Notes
or Exempt Warrants and, if appropriate, a supplement to the Base Prospectus or a new Base
Prospectus will be published.
This overview constitutes a general description of the Programme for the purposes of Article
25(1) of Commission Delegated Regulation (EU) No 2019/980 (the "Delegated Regulation").
Unless specified otherwise, words and expressions defined in "Form of the Notes", "Terms
and Conditions of the Senior Notes and the Senior Non Preferred Notes" and "Terms and
Conditions of the Subordinated Notes" shall have the same meanings in this overview.
Information relating to the Issuer:
Main business activities of Banque Internationale à Luxembourg, société anonyme ("BIL" or
the "Issuer") cover the fields of commercial banking, private banking, financial banking, asset
management and investment fund administration services.
BIL was incorporated in Luxembourg on 8 March 1856 in the form of a société anonyme (public
limited liability company), governed by Luxembourg law. Its registered office is located at 69, route
d'Esch, Luxembourg, L-1470 Grand Duchy of Luxembourg, telephone number +352 45901. BIL is
registered in the Luxembourg Register of Commerce and Companies under number B6307.
BIL's duration is unlimited.
The objects of BIL are to undertake all banking and financial operations of whatsoever kind,
and, inter alia, to accept deposits from the public or any other person or institutions and to grant credit
for its own account. It may also undertake all activities reserved for investment firms and to other
professionals in the financial sector and all financial, administrative, management and advisory
operations directly or indirectly related to its activities. It may establish subsidiaries, branches and
agencies in or outside Luxembourg and participate in all financial, commercial and industrial operations.
Information relating to the Programme:

Issuer:
Banque Internationale à Luxembourg, société anonyme
Issuer Legal Entity Identifier (LEI):
9CZ7TVMR36CYD5TZBS50
Description:
Programme for the issue of Euro Medium Term Notes and
Warrants.
Size:
Up to 10,000,000,000 (or the equivalent in other
currencies at the date of issue) aggregate nominal amount
of Notes outstanding at any one time.
Arranger:
Goldman Sachs International
Dealers:
Banque Internationale à Luxembourg, société anonyme

BNP PARIBAS

Commerzbank Aktiengesellschaft

Crédit Agricole Corporate and Investment Bank

Credit Suisse International

Credit Suisse Bank (Europe), S.A.

Daiwa Capital Markets Europe Limited

Deutsche Bank Aktiengesellschaft

Goldman Sachs International

J.P. Morgan SE

Morgan Stanley & Co. International plc

MUFG Securities (Europe) N.V.

Nomura International plc

UBS AG London Branch


9





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 of Notes or Warrants or in respect of the whole
Programme.
Information Relating to the Notes:

Fiscal Agent:
Banque Internationale à Luxembourg, société anonyme.
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 the
applicable Final Terms (the "Final Terms") or in the case
of Exempt Notes the relevant Pricing Supplement (the
"Pricing Supplement").
Issue Price:
Notes may be issued on a fully-paid or, in the case of
Exempt Notes, a partly-paid basis and at an issue price
which is at par or at a discount to, or premium over, par.
Form of Notes:
The Notes may be issued in bearer form only ("Bearer
Notes"), in bearer form exchangeable for Registered
Notes ("Exchangeable Bearer Notes") or in registered
form only ("Registered Notes"). Each Tranche of Bearer
Notes and Exchangeable Bearer Notes will initially be
represented by a temporary Global Note if (i) definitive
Notes are to be made available to Noteholders following
the expiry of 40 days after their issue date or (ii) such
Notes have an initial maturity of more than one year and
are being issued in compliance with the D Rules (as
defined in "Selling Restrictions"), otherwise such
Tranche will be represented by a permanent Global Note.
Registered Notes will be represented by Registered Note
Certificates, one Registered Note Certificate being issued
in respect of each Noteholder's entire holding of
Registered Notes of one Series. Registered Note
Certificates that are registered in the name of a nominee
for one or more clearing systems are referred to as
"Registered Note Global Certificates".
Clearing Systems:
Clearstream, Luxembourg, Euroclear and, in relation to
any Tranche, such other clearing system as may be
agreed between the Issuer and the relevant Dealer.
Initial Delivery of Senior Notes and
On or before the issue date for each Tranche, if the
Senior Non Preferred Notes:
relevant Global Note is a NGN or the relevant Registered
Note Global Certificate is held under the NSS, the Global
Note or the Registered Note Global Certificate will be
delivered to a Common Safekeeper for Euroclear and
Clearstream, Luxembourg. On or before the issue date for
each Tranche, if the relevant Global Note is a CGN or the
relevant Registered Note Global Certificate is not held


10




Document Outline