Obligation KBC FIM 0% ( XS0540542031 ) en EUR

Société émettrice KBC FIM
Prix sur le marché 100 %  ⇌ 
Pays  Belgique
Code ISIN  XS0540542031 ( en EUR )
Coupon 0%
Echéance 16/09/2020 - Obligation échue



Prospectus brochure de l'obligation KBC IFIMA XS0540542031 en EUR 0%, échue


Montant Minimal 50 000 EUR
Montant de l'émission 100 000 000 EUR
Description détaillée KBC IFIMA est une société de gestion d'actifs belge, filiale du groupe KBC, spécialisée dans la gestion de fonds d'investissement pour les investisseurs institutionnels et privés.

L'Obligation émise par KBC FIM ( Belgique ) , en EUR, avec le code ISIN XS0540542031, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 16/09/2020







WHOLESALE BASE PROSPECTUS
KBC IFIMA S.A.
(Incorporated with limited liability in the Grand Duchy of Luxembourg)
Unconditionally and irrevocably guaranteed
by KBC Bank NV
(Incorporated with limited liability in Belgium)
EUR 15,000,000,000
Wholesale Euro Medium Term Note Programme
Arranger and Dealer
KBC Bank
Application has been made to the Commission de Surveillance du Secteur Financier in its capacity as competent
authority under the Luxembourg Act dated 10 July 2005 relating to prospectuses for securities (loi relative aux
prospectus pour valeurs mobilières), as amended, for the approval of this document as a base prospectus for the
purposes of Article 5.4 of the Prospectus Directive (as defined herein). According to article 7 (7) of the
Luxembourg Act dated 10 July 2005, relating to prospectuses for securities (loi relative aux prospectus pour
valeurs mobilières), as amended, the Commission de Surveillance du Secteur Financier does not assume any
responsibility as to the economic and financial soundness of the transactions contemplated by this Base Prospectus
or the quality or solvency of the Issuer or the Guarantor. Application has also been made to the Luxembourg Stock
Exchange for Notes issued under the Programme during the period of 12 months from the date of approval of this
Base Prospectus to be admitted to trading on the Regulated Market of the Luxembourg Stock Exchange and to be
listed on the official list of the Luxembourg Stock Exchange.
The date of this Base Prospectus is 21 June 2016.


KBC IFIMA S.A.
(Incorporated with limited liability in the Grand Duchy of Luxembourg)
Unconditionally and irrevocably guaranteed by KBC Bank NV
(Incorporated with limited liability in Belgium)
EUR 15,000,000,000
Wholesale Euro Medium Term Note Programme
Under this EUR 15,000,000,000 Euro Medium Term Note Programme (the "Programme"), KBC IFIMA S.A., a société anonyme governed by the laws of the Grand Duchy of
Luxembourg, with registered address at 5, place de la Gare, L-1616 Luxembourg and registered with the Luxembourg Register of Commerce and Companies under number
B193577 (the "Issuer") may from time to time issue notes that are guaranteed by the Guarantor (the "Notes") denominated in any currency agreed between the Issuer and the
relevant Dealer(s) (as defined below). Any Notes issued under the Programme on or after the date of this Base Prospectus are issued subject to the provisions herein. This does
not affect any Notes issued prior to the date of this Base Prospectus.
The payments and, where applicable, delivery of all amounts due in respect of the Notes will be guaranteed by KBC Bank NV (the "Guarantor") pursuant to a deed of
guarantee dated 21 June 2016 as amended and/or supplemented and/or restated from time to time (the "Guarantee") executed by the Guarantor.
The maximum aggregate nominal amount of all Notes from time to time outstanding will not exceed EUR 15,000,000,000 (or its equivalent in other currencies).
The Notes may be issued on a continuing basis to any Dealer appointed under the Programme from time to time, which appointment may be for a specific issue or on an
ongoing basis and which may include KBC Bank NV acting in its capacity as a Dealer separate from that as a Guarantor (each a "Dealer" and together the "Dealers").
Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity as competent authority under the Luxembourg Act dated
10 July 2005 relating to prospectuses for securities (loi relative aux prospectus pour valeurs mobilières), as amended, for the approval of this document as a base prospectus
for the purposes of Article 5.4 of Directive 2003/71/EC as amended (the "Prospectus Directive") in respect of the issue by the Issuer of PD Notes (as defined below).
According to article 7 (7) of the Luxembourg Act dated 10 July 2005, relating to prospectuses for securities (loi relative aux prospectus pour valeurs mobilières), as amended,
the CSSF does not assume any responsibility as to the economical and financial soundness of the operation or the quality or solvency of the Issuer or the Guarantor.
Application has also been made to the Luxembourg Stock Exchange for Notes issued under the Programme during the period of 12 months from the date of approval of this
Base Prospectus to be admitted to trading on the Regulated Market of the Luxembourg Stock Exchange and to be listed on the official list of the Luxembourg Stock Exchange.
References in this Base Prospectus to Notes being "listed" (and all related references) shall mean that such Notes are intended to be admitted to trading on the Luxembourg
Stock Exchange's regulated market and are intended to be listed on the Luxembourg Stock Exchange. The Luxembourg Stock Exchange's regulated market is a regulated
market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments as amended (the "MiFID").
The final terms to this Base Prospectus in respect of the issue of any PD Notes (the "Final Terms"), which will specify the applicable terms and conditions of the Notes, will
be filed with the CSSF. Copies of the Final Terms in relation to PD Notes to be listed on the official list of the Luxembourg Stock Exchange will also be published on the
website of the Luxembourg Stock Exchange at www.bourse.lu.
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(s). In the case of Notes which are to be admitted to trading on a regulated market (as defined in the Prospectus Directive) of a European
Economic Area Member State other than the regulated market of the Luxembourg Stock Exchange (a "Host Member State"), the Issuer will request that the CSSF delivers to
the competent authority of the Host Member State a certificate of approval pursuant to Article 18 of the Prospectus Directive attesting that the Base Prospectus has been drawn
up in accordance with the Prospectus Directive.
Notes to be issued under the Programme during the period of twelve months from the date of this Base Prospectus which are admitted to trading on a regulated market as
defined under MiFID (including the regulated market of the Luxembourg Stock Exchange) are hereinafter referred to as the "PD Notes". Notes issued under the Programme
shall have a minimum Specified Denomination of at least EUR 100,000 (or its equivalent in any other currency). The Issuer may also issue unlisted Notes and/or Notes not
admitted to trading on any regulated market within the European Economic Area which does not require the publication of a prospectus under the Prospectus Directive
("Exempt Notes"). Partly Paid Notes shall always be Exempt Notes. The CSSF has not reviewed nor approved any information in relation to Exempt Notes.
The Notes of each Tranche will initially be represented by a temporary global Note (a "Temporary Global Note") which will be delivered on or prior to the issue date thereof
to a common safekeeper (the "Common Safekeeper") or a common depositary (the "Common Depositary"), as the case may be, in either case for Euroclear Bank SA/NV
("Euroclear") and Clearstream Banking, société anonyme ("Clearstream, Luxembourg"), and/or any other agreed clearance system which will be exchangeable, as specified
in the applicable Final Terms, for a permanent global Note (a "Permanent Global Note") upon certification as to non-U.S. beneficial ownership as required by U.S. Treasury
regulations. A Permanent Global Note will be exchangeable for definitive Notes, either upon request or only upon the occurrence of an Exchange Event, all as further
described in "Form of the Notes" below.
The rating of certain Series of Notes to be issued under the Programme may be specified in the applicable Final Terms. Whether or not each credit rating applied for in relation
to relevant Series of Notes will be issued by a credit rating agency established in the European Union and registered under Regulation (EC) No. 1060/2009, as amended, (the
"CRA Regulation") will be disclosed in the applicable Final Terms. 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.
Prospective purchasers of Notes should ensure that they understand the nature of the relevant Notes and the extent of their exposure to risks and that they consider
the suitability of the relevant Notes as an investment in the light of their own circumstances and financial condition. Certain issues of Notes involve a high degree of
risk and potential investors should be prepared to sustain a loss of all or part of their investment. It is the responsibility of prospective purchasers to ensure that they
have sufficient knowledge, experience and professional advice to make their own legal, financial, tax, accounting and other business evaluation of the merits and
risks of investing in the Notes and are not relying on the advice of the Issuer, the Guarantor or any Dealer in that regard. For a discussion of the risks see "Risk
Factors" below. An investment in Notes linked to one or more Reference Items may entail significant risks not associated with investments in a conventional debt
security. Such Notes may be principal protected or, alternatively, the principal invested in such notes may be at risk. If the Notes are principal protected, such
protection is nevertheless dependent on the Issuer, failing which, the Guarantor complying with its obligations with respect to the Notes. If the Notes are not
principal protected, the amount paid by the Issuer on redemption of the Notes may be less than the nominal amount of the Notes, together with any accrued interest,
and may in certain circumstances be zero.
Arranger and Dealer
KBC Bank
The date of this Base Prospectus is 21 June 2016.


Important Information
IMPORTANT INFORMATION
This section sets out important information relating to the use of this Base Prospectus.
IMPORTANT INFORMATION RELATING TO THE USE OF THIS BASE PROSPECTUS
The Notes have not been and will not be registered under the United States Securities Act 1933, as amended
(the "Securities Act"), and are subject to U.S. tax law requirements. Subject to certain exceptions, Notes may
not be offered, sold or delivered within the United States or to U.S. persons (see "Subscription and Sale"
below).
All references in this document to "U.S. dollars", "USD" and "U.S.$" refer to United States dollars, those to
"Sterling" refer to pounds sterling, and those to "euro", "EUR" or "" refer to the currency introduced at the
start of the third stage of European economic and monetary union pursuant to the Treaty on the Functioning of
the European Union, as amended.
All references in this document to "KBC Bank Group" refer to KBC Bank NV together with its subsidiaries
and all references in this document to "Group" or "KBC" refer to KBC Group NV together with its
subsidiaries.
References to "Affiliate" in this document, means in relation to any entity (the "First Entity"), any entity
controlled, directly or indirectly, by the First Entity, any entity that controls, directly or indirectly, the First
Entity or any entity directly or indirectly under common control with the First Entity. For these purposes
"control" means ownership of a majority of the voting power of an entity.
This Base Prospectus contains or incorporates by reference certain statements that constitute forward-looking
statements. Such forward-looking statements may include, without limitation, statements relating to the Issuer's
or the Guarantor's business strategies, trends in its business, competition and competitive advantage, regulatory
changes and restructuring plans.
Words such as believes, expects, projects, anticipates, seeks, estimates, intends, plans or similar expressions are
intended to identify forward-looking statements but are not the exclusive means of identifying such statements.
The Issuer and the Guarantor do not intend to update these forward-looking statements except as may be
required by applicable securities laws.
By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and
specific, and risks exist that predictions, forecasts, projections and other outcomes described or implied in
forward-looking statements will not be achieved. A number of important factors could cause actual results,
performance or achievements to differ materially from the plans, objectives, expectations, estimates and
intentions expressed in such forward-looking statements. These factors include: (i) the ability to maintain
sufficient liquidity and access to capital markets; (ii) market and interest rate fluctuations; (iii) the strength of
global economy in general and the strength of the economies of the countries in which the Issuer or the
Guarantor conducts operations; (iv) the potential impact of sovereign risk in certain European Union countries;
(v) adverse rating actions by credit rating agencies; (vi) the ability of counterparties to meet their obligations to
the Issuer or the Guarantor; (vii) the effects of, and changes in, fiscal, monetary, trade and tax policies, financial
regulation and currency fluctuations; (viii) the possibility of the imposition of foreign exchange controls by
government and monetary authorities; (ix) operational factors, such as systems failure, human error, or the
failure to implement procedures properly; (x) actions taken by regulators with respect to the Issuer's or the
Guarantor's business and practices in one or more of the countries in which the Issuer or the Guarantor
conducts operations; (xi) the adverse resolution of litigation and other contingencies; (xii) the Issuer's or the
Guarantor's success at managing the risks involved in the foregoing.
The foregoing list of important factors is not exclusive; when evaluating forward-looking statements, investors
should carefully consider the foregoing factors and other uncertainties and events, as well as the other risks
identified in this Base Prospectus.
This Base Prospectus contains various amounts and percentages which have been rounded and, as a result,
when those amounts and percentages are added up, they may not total.
This Base Prospectus constitutes a base prospectus for the purposes of Article 5.4 of the Prospectus Directive.
Each of the Issuer and the Guarantor (together the "Responsible Persons") accepts responsibility for the
information contained in this Base Prospectus. To the best of the knowledge and belief of the Issuer and the
iii


Important Information
Guarantor (each 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 contains no omissions likely to affect its import.
The applicable Final Terms will (if applicable) contain information relating to any underlying equity
security, ETF share, basket of equity securities and/or ETF shares, index, inflation index, commodity,
commodity index, equity index, currency, debt security or fund interest (each a "Reference Item") to
which the relevant Notes relate and which is contained in such Final Terms. However, unless otherwise
expressly stated in the relevant Final Terms, any information contained therein relating to a Reference
Item will only consist of extracts from, or summaries of, information contained in financial and other
information released publicly by the issuer, owner or sponsor, as the case may be, of such Reference Item
or component thereof. Each of the Issuer and the Guarantor will, unless otherwise expressly stated in the
applicable Final Terms, confirm that such extracts or summaries have been accurately reproduced and
that, so far as it is aware, and is able to ascertain from information published by the issuer, owner or
sponsor, as the case may be, of such Reference Item or component thereof, no facts have been omitted
that would render the information reproduced inaccurate or misleading.
This Base Prospectus is to be read in conjunction with any supplement hereto and all documents which are
deemed to be incorporated herein by reference (see "Documents Incorporated by Reference" below). This Base
Prospectus shall be read and construed on the basis that such documents are incorporated by reference and form
part of this Base Prospectus. This Base Prospectus may only be used for the purposes for which it has been
published.
To the fullest extent permitted by law, any Dealer appointed under the Programme from time to time does not
accept any responsibility for the contents of this Base Prospectus or for any other statement, made or purported
to be made by the Dealer or on its behalf in connection with the Issuer, the Guarantor, or the issue and offering
of the Notes. Each Dealer accordingly disclaims all and any liability whether arising in tort or contract or
otherwise (save as referred to in this section) which it might otherwise have in respect of this Base Prospectus
or any such statement. The statements made in this paragraph are made without prejudice to the responsibility
of the Issuer and the Guarantor under the Programme.
No person is or has been authorised by the Issuer, the Guarantor or any Dealer to give any information or to
make any representation not contained in or not consistent with this Base Prospectus or any other information
supplied in connection with the Programme or the Notes and, if given or made, such information or
representation must not be relied upon as having been authorised by the Issuer, the Guarantor or any Dealer.
Neither this Base Prospectus nor any other information supplied in connection with the Programme or any
Notes (i) is intended to provide the basis of any credit or other evaluation or (ii) should be considered as a
recommendation or constituting an invitation or offer by the Issuer, the Guarantor or any Dealer that any
recipient of this Base Prospectus or any other information supplied in connection with the Programme or of any
Notes should purchase any Notes. Each investor contemplating purchasing any Notes should make its own
independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness,
of the Issuer and/or the Guarantor. Neither this Base Prospectus nor any other information supplied in
connection with the Programme or any Notes constitutes an offer by or on behalf of the Issuer or the Guarantor
or any Dealer to any person to subscribe for or to purchase any Notes.
Neither the delivery of this Base Prospectus nor the offering, sale or delivery of any Notes issued hereunder
shall in any circumstances imply that the information contained herein concerning the Issuer and/or the
Guarantor 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 appointed under the Programme from time to time expressly do not undertake
to review the financial condition or affairs of the Issuer or the Guarantor during the life of the Programme.
Investors should review, inter alia, the documents incorporated herein by reference when deciding whether or
not to purchase any Notes.
The distribution of this Base Prospectus and the offer or sale of Notes may be restricted by law in certain
jurisdictions. In particular, this Base Prospectus has not been submitted for clearance to the Autorité des
marchés financiers.
This Base Prospectus 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.
iv


Important Information
The distribution of this Base Prospectus and the offer or sale of Notes may be restricted by law in certain
jurisdictions. None of the Issuer, the Guarantor and any Dealer appointed under the Programme from time to
time represent that this Base Prospectus 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 Final Terms, no action has been
taken by the Issuer, the Guarantor or any Dealer appointed under the Programme from time to time which is
intended to permit an offer to the public of any Notes or distribution of this Base Prospectus in any jurisdiction
where action for that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly,
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 may come must inform
themselves about, and observe, any such restrictions on the distribution of this Base Prospectus and the offering
and sale of the Notes. In particular, there are restrictions on the distribution of this Base Prospectus and the
offer or sale of Notes in the United States and the European Economic Area (including the United Kingdom,
France, the Netherlands, Spain, Italy, the Czech Republic, Poland, the Grand Duchy of Luxembourg, Hungary
and the Slovak Republic), Japan, Hong Kong, the Republic of Singapore and Korea, see "Subscription and
Sale" below.
The Notes may not be a suitable investment for all investors. Each potential investor in the Notes must
determine the suitability of that investment in light of its own circumstances. In particular, each potential
investor may wish to consider, either on its own or with the help of its financial and other professional advisers,
whether it:

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 Base
Prospectus or any applicable supplement or in the applicable Final Terms;

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;

has sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes,
including Notes where the currency for principal or interest payments is different from the potential
investor's currency;

understands thoroughly the terms of the Notes and is familiar with the behaviour of any relevant indices
and financial markets; and

is able to evaluate possible scenarios for economic, interest rate and other factors that may affect its
investment and its ability to bear the applicable risks.
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.
v


Table of Contents
TABLE OF CONTENTS
Page
IMPORTANT INFORMATION This section sets out important information relating to the use of this Base
Prospectus.................................................................................................................................................................. iii
OVERVIEW OF THE PROGRAMME This section provides an overview of the key information contained in the
Base Prospectus. ......................................................................................................................................................... 1
RISK FACTORS This section sets out the principal risks inherent in investing in Notes issued under the
Programme, including key risks relating to investments linked to the different underlyings or bases of reference. .11
1
Factors that may affect the Issuer's ability to fulfil its obligations under Notes issued under the
Programme .............................................................................................................................................. 15
2
Risks relating to KBC Bank Group, the markets in which it operates and its business........................... 15
3
General risks associated with the Notes .................................................................................................. 25
4
Additional risks with respect to specific types of Notes.......................................................................... 34
5
Additional risks associated with Notes linked to a particular Reference Item......................................... 38
6
Additional risks associated with Reference Item Linked Notes .............................................................. 59
7
Risks associated with particular structured interest pay-outs .................................................................. 60
8
Further risks related to particular features that may apply to an issue of Notes ...................................... 63
9
Risks related to the market generally....................................................................................................... 66
DOCUMENTS INCORPORATED BY REFERENCE This section incorporates by reference selected publicly
available information regarding the Issuer and the Guarantor that should be read in conjunction with this Base
Prospectus................................................................................................................................................................. 70
GENERAL DESCRIPTION OF THE PROGRAMME This section contains a general overview of the different
types of Notes which can be issued under the Programme....................................................................................... 73
FORM OF FINAL TERMS This section sets out a template for the Final Terms to be used for each specific Notes
issuance..................................................................................................................................................................... 74
FORM OF THE NOTES This section provides a general overview of the form in which the Notes may be issued.
................................................................................................................................................................................ 153
TERMS AND CONDITIONS OF THE NOTES This section sets out the contractual terms and conditions of the
Notes. The subsections on Interest Amounts and redemption contain certain options for determining interest
payments (if any), early redemption rights and final redemption payments. The Final Terms will indicate which of
these options shall apply for each specific Notes issuance. .................................................................................... 155
1
Form, Denomination and Title............................................................................................................... 156
2
Status of the Notes and the Guarantee................................................................................................... 157
3
Interest................................................................................................................................................... 157
4
Payments................................................................................................................................................ 187
5
Redemption and Purchase ..................................................................................................................... 189
6
Index Linked Notes ............................................................................................................................... 195
7
Equity Linked Notes.............................................................................................................................. 204
8
Inflation Linked Notes........................................................................................................................... 214
9
Currency Linked Notes.......................................................................................................................... 218
10
Commodity Linked Notes...................................................................................................................... 223
vi


Table of Contents
11
Fund Linked Notes ................................................................................................................................ 232
12
Credit Linked Notes............................................................................................................................... 238
13
Additional Disruption Events and Alternative Currency Provisions ..................................................... 238
14
Taxation ................................................................................................................................................. 244
15
Prescription............................................................................................................................................ 246
16
Events of Default................................................................................................................................... 246
17
Replacement of Notes, Receipts, Coupons and Talons.......................................................................... 246
18
Agent, Paying Agents and Calculation Agent Provisions...................................................................... 246
19
Exchange of Talons................................................................................................................................ 247
20
Notices................................................................................................................................................... 247
21
Meetings of Noteholders, Modification and Waiver.............................................................................. 248
22
Further Issues......................................................................................................................................... 249
23
Contracts (Rights of Third Parties) Act 1999 ........................................................................................ 249
24
Governing Law and Submission to Jurisdiction .................................................................................... 249
ANNEX 1 - Credit Linked Conditions ................................................................................................................... 250
1
Redemption of Credit Linked Notes...................................................................................................... 260
2
Interest on Credit Linked Notes............................................................................................................. 260
3
Single Name Credit Linked Notes......................................................................................................... 261
4
Basket Credit Linked Notes................................................................................................................... 266
5
Index Tranche Credit Linked Notes....................................................................................................... 271
6
Credit Event Notice and Notice of Publicly Available Information....................................................... 277
7
Relevant Time........................................................................................................................................ 278
8
Event Determination Date Adjustment Payment ................................................................................... 278
9
Maturity Date Extension........................................................................................................................ 278
10
M(M)R Restructuring Credit Event....................................................................................................... 278
11
Auction Redemption Terms................................................................................................................... 280
12
Cash Redemption Terms........................................................................................................................ 281
13
Redemption Upon Merger Event........................................................................................................... 281
14
Redemption Failure Event..................................................................................................................... 282
15
Effect of DC Announcements................................................................................................................ 282
16
Successor Provisions ............................................................................................................................. 283
17
Multiple Holder Obligation ................................................................................................................... 284
18
Reference Obligation............................................................................................................................. 284
19
Calculation Agent Determination .......................................................................................................... 287
20
Notices................................................................................................................................................... 288
21
Definitions ............................................................................................................................................. 289
22
Interpretation of Obligation Characteristics and Valuation Obligation Characteristics ......................... 322
23
CoCo Supplementary Provisions........................................................................................................... 323
USE OF PROCEEDS This section explains what the net proceeds from the sale of the Notes issued under the
Programme will be used for.................................................................................................................................... 324
vii


Table of Contents
FORM OF THE GUARANTEE This section sets out the form of the guarantee the Guarantor will provide under
the Programme........................................................................................................................................................ 325
1
Guarantee............................................................................................................................................... 325
2
The Guarantor as principal debtor ......................................................................................................... 326
3
The Guarantor's obligations continuing ................................................................................................ 326
4
Repayment to the Issuer ........................................................................................................................ 326
5
Indemnity............................................................................................................................................... 327
6
Status of Guarantee................................................................................................................................ 327
7
Withholding or reduction....................................................................................................................... 327
8
Power to execute.................................................................................................................................... 328
9
Deposit of Guarantee............................................................................................................................. 328
10
Production of Guarantee........................................................................................................................ 328
11
Subrogation............................................................................................................................................ 328
12
Contracts (rights of third parties) Act 1999 ........................................................................................... 328
13
Governing law and jurisdiction ............................................................................................................. 328
DESCRIPTION OF THE ISSUER This section provides a description of the Issuer's business activities as well as
certain financial information in respect of the Issuer.............................................................................................. 330
DESCRIPTION OF THE GUARANTOR This section provides a description of the Guarantor's business activities
as well as certain financial information in respect of the Guarantor....................................................................... 336
TAXATION ............................................................................................................................................................ 369
SUBSCRIPTION AND SALE This section provides a summary of certain restrictions around who can purchase
the Notes in certain jurisdictions............................................................................................................................. 378
GENERAL INFORMATION This section provides certain additional general information relating to all Notes. 385
viii


Overview of the Programme
OVERVIEW OF THE PROGRAMME
This section provides an overview of the key information contained in the Base Prospectus.
The following overview is qualified in its entirety by the remainder of this Base Prospectus.
Information relating to the Issuer and the Guarantor
Issuer:
KBC IFIMA S.A. (a wholly owned subsidiary of the Guarantor)
incorporated in the Grand Duchy of Luxembourg as a public
limited liability company, having its registered office at 5 Place
de la Gare, L-1616, Luxembourg and registered with the
Luxembourg Register of Commerce and Companies under
number B193577.
Business of the Issuer:
The Issuer acts as a financing vehicle within KBC Bank Group.
Guarantor:
KBC Bank NV (a wholly-owned subsidiary of KBC Group NV)
incorporated in Belgium.
Business of the Guarantor:
KBC Bank Group is a multi-channel bank that caters primarily
to private persons, SMEs and midcaps. Besides its banking
activity KBC Bank Group also has a holding function for a wide
range of group companies, mainly banking and other financial
entities in Central and Eastern Europe and in other selected
countries, such as Ireland.
Risk Factors:
There are certain factors that may affect the Issuer's ability to
fulfil its obligations under the Notes. The principal risks in
respect of the Issuer include, without limitation, the following:
(i) the Issuer is a finance vehicle and accordingly has no trading
assets and, if the Guarantor's financial condition deteriorates,
the Issuer and investors may suffer direct and materially adverse
consequences, (ii) current economic and market conditions pose
significant challenges for KBC Bank Group and may adversely
affect its results, (iii) increased regulation of the financial
services industry, (iv) the highly competitive environment in
which KBC Bank Group operates could intensify further, (v)
KBC Bank Group has significant credit default risk exposure,
(vi) risks associated with liquidity and funding may be
aggravated by the current global market conditions, (vii) KBC
Bank Group is exposed to counterparty credit risk, (viii)
changes in interest rates, (ix) foreign exchange risk, (x)
strategies for hedging against market risks may prove to be
ineffective, (xi) a downgrade in credit rating may limit access to
certain markets and counterparties and may necessitate the
posting of additional collateral to counterparties or exchanges,
(xii) risk management policies, procedures and methods may
expose KBC Bank Group to unidentified or unanticipated or
incorrectly quantified risks, (xiii) operational risks, (xiv) the
financial industry, including KBC Bank Group, is increasingly
dependent on information technology systems, which may fail,
be inadequate or no longer available, (xv) KBC Bank Group's
financial statements are in part based on assumptions and
estimates which, if inaccurate, could have an impact on its
reported results or financial position, (xvi) the risk of breaches
of compliance-related requirements, (xvii) litigation or other
proceedings or actions may adversely affect KBC Bank Group,
(xviii) risks on account of pension obligations, (xix) KBC Bank
Group is responsible for contributing to compensation schemes
and subject to special bank taxes, (xx) KBC Bank Group is
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Overview of the Programme
subject to increasingly onerous minimum regulatory capital and
liquidity requirements, (xxi) KBC Bank Group could become
subject to the exercise of "bail-in" powers or other resolution
powers by the Resolution Authority, (xxii) the Belgian bank
recovery and resolution regime, and (xxiii) KBC Bank Group is
highly concentrated in and hence vulnerable to European
sovereign exposure, in particular in its home country Belgium.
The risk factors summarised above in respect of the Issuer also
apply in respect of the Guarantor (other than the risk set out in
sub-paragraph (i) thereof).
There are certain key risk factors which are material for the
purpose of assessing the risks associated with the Notes,
including, without limitation, the following key risk factors:
(a) the Notes may not be a suitable investment for all investors
and involve a high degree of risk.
(b) Noteholders may be required to absorb losses in the event
that KBC Bank Group were to become subject to the
exercise of "bail-in" powers by the resolution authorities.
(c) the Notes may not be principal protected and, if they are,
any such protection is dependent on the Issuer, failing
which, the Guarantor, performing its obligations with
respect to the Notes. In addition, any such principal
protection is only at maturity. Also, if the Notes are linked
to a Reference Item, the amount of interest payable to
Noteholders or amounts payable upon Autocall
Redemption or at maturity will be contingent on the level,
price or value of the Reference Item and on the structure of
the Notes. Prospective investors in the Notes should note
that, in certain circumstances, they may not receive any
interest.
(d) Risks associated with investing in the Notes include,
without limitation, (i) minimum and/or maximum limits
imposed on interest rates, (ii) cancellation or scaling back
of offers to the public or the issue date being deferred,
(iii) hedging activities of the Issuer and/or any of its
affiliates, (iv) conflicts of interest between the Issuer
and/or any of its affiliates and holders of Notes,
(v) modification of the terms and conditions of Notes by
majority votes binding all holders, (vi) change in law,
(vii) illiquidity of denominations consisting of integral
multiples, (viii) payments being subject to withholding or
other taxes, (ix) fees and commissions not being taken into
account when determining secondary market prices of
Notes, (x) there being no secondary market, (xi) exchange
rate risk (xii) market value of Notes being affected by
various factors independent of the creditworthiness of the
Issuer or the Guarantor; and (xiii) credit ratings not
reflecting all risks.
The capital invested in the Notes is at risk. Consequently,
the amount a prospective investor may receive on
redemption of its Notes may be less than the amount
invested by it and may be zero (0).
Investors may lose up to the entire value of their investment:
(a) as the relevant payoff conditions may not provide for full
repayment of the initial purchase price upon redemption or
early redemption and the underlying Reference Items may
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Document Outline