Obligation DexiaCorp 0.135% ( XS1501564758 ) en EUR

DexiaCorp

100 % ⇌

France

XS1501564758 ( en EUR )

0.135% par an ( paiement annuel )

10/10/2024 - Obligation échue

Prospectus brochure de l'obligation Dexia S.A XS1501564758 en EUR 0.135%, échue

Dexia S.A. était une banque franco-belge qui a fait faillite en 2011 après avoir subi de lourdes pertes liées à la crise des subprimes et à des investissements risqués dans le secteur public.

Le 10 octobre 2024, l'obligation XS1501564758, un instrument de dette de type obligation émis par Dexia S.A., un ancien groupe bancaire franco-belge actuellement en phase de résolution ordonnée et dont l'activité est désormais centrée sur la gestion de son portefeuille résiduel, est arrivée à échéance et a été intégralement remboursée à 100% de sa valeur nominale à ses porteurs en euros, marquant la conclusion du cycle de vie de ce titre français affichant un taux d'intérêt annuel de 0,135% et une fréquence de paiement annuelle.

DEXIA
(formerly Dexia Crédit Local)
(a limited liability company (société anonyme) established under French law)
Euro 45,000,000,000 Guaranteed Euro Medium Term Note Programme
benefitting from an unconditional and irrevocable first demand guarantee
by the States of Belgium and France

Under the EUR 45,000,000,000 Guaranteed Euro Medium Term Note Programme (the "Programme") described in this Information Memorandum, Dexia (the "Issuer",
subject to compliance with all relevant laws, regulations and directives, may from time to time issue guaranteed Euro Medium Term Notes (the "Notes").
The States of Belgium and France (each a "Guarantor" and together the "Guarantors") will guarantee, severally but not jointly, each to the extent of its quota indicated in
Clause 3 of the Independent On-Demand Guarantee dated 6 December 2021 (as amended, supplemented and/or restated from time to time the "Bi-Guarantor Guarantee")
and subject to the limitations set forth in Clause 3 thereof, payments of principal, interest and incidental amounts due with respect to Notes issued on or after 1 January 2022.
The Bi-Guarantor Guarantee supersedes the Independent On-Demand Guarantee dated 24 January 2013 (as amended, supplemented and/or varied from time to time) given
by the Kingdom of Belgium, the Republic of France and the Grand Duchy of Luxembourg (the "Tri-Guarantor Guarantee") in respect of Notes issued on or after 1 January
2022. The aggregate principal amount payable for all obligations (including the Notes) issued by the Issuer and benefitting from either the Tri-Guarantor Guarantee or the Bi-
Guarantor Guarantee at any time (the obligations issued by the Issuer and benefitting from the Tri-Guarantor Guarantee or the Bi-Guarantor Guarantee, as the case may be,
being the "Guaranteed Obligations") is currently capped at EUR 72,000,000,000 by virtue of the Bi-Guarantor Guarantee. The Grand Duchy of Luxembourg is not a
guarantor under the Bi-Guarantor Guarantee. For further information on the Bi-Guarantor Guarantee, see the section entitled "The Bi-Guarantor Guarantee" in this Information
Memorandum.
Only Notes benefitting from the Bi-Guarantor Guarantee may be issued under this Programme on or after the date of this Information Memorandum.
The Issuer will, subject to certain exceptions, pay additional amounts in respect of any French taxes required to be withheld. No additional amounts will be payable by the
Guarantors if any payments in respect of any Note or Bi-Guarantor Guarantee become subject to deduction or withholding in respect of any taxes or duties whatsoever. The
Issuer may, and in certain circumstances shall, redeem all, but not some only of, the Notes if certain French taxes are imposed or, if the Pricing Supplement issued in respect
of any Series so provides, in the circumstances set out in such Pricing Supplement. See "Terms and Conditions of the Notes -- Taxation" and "Terms and Conditions of the
Notes -- Redemption, Purchase and Options".
The aggregate nominal amount of Notes outstanding will not at any time exceed Euro 45,000,000,000 (or its equivalent in other currencies).
The Notes may (i) be issued or redeemed at their nominal amount or at a premium over or discount to their nominal amount; (ii) bear interest on a fixed or floating rate or not
bear interest and (iii) be paid in a currency or currencies other than the original currency of issue.
Notes will be issued on a continuous basis in series (each a "Series") having one or more issue dates and the same maturity date, bearing interest (if any) on the same basis
and at the same rate (except in respect of the first payment of interest) and on terms otherwise identical (or identical other than in respect of the first payment of interest, the
issue date, the issue price and the nominal amount), to the Notes of each Series being intended to be consolidated as regards their financial service with all other Notes of that
Series. Each Series may be issued in tranches ("Tranches") on different issue dates. The specific terms of each Series of Notes (which will be supplemented where necessary
with supplemental terms and conditions) will be determined at the time of the offering of each Series based on the then prevailing market conditions and will be set forth in
the relevant Pricing Supplement (as defined herein).
This Information Memorandum supersedes and replaces the Information Memorandum dated 31 July 2023 and all supplements thereto.
This Information Memorandum does not constitute a prospectus for the purposes of Regulation (EU) 2017/1129, (the "Prospectus Regulation "), and may be used only for
the purpose for which it is published.
Application has been made to the Luxembourg Stock Exchange to approve this Information Memorandum as an alleviated prospectus (prospectus allégé) for the purposes of
Part III of the Luxembourg act of 16 July 2019 on prospectuses for securities, implementing the Prospectus Regulation (the "Prospectus Act 2019"). Application has also
been made for one or more series of Notes issued under the Programme during a period of 12 months from the date of this Information Memorandum to be listed on the
official list of the Luxembourg Stock Exchange and admitted to trading on the regulated market of the Luxembourg Stock Exchange. This Information Memorandum
constitutes a "Base Prospectus" and any Pricing Supplement hereto will constitute a "Final Terms" each for the purposes of the Prospectus Act 2019.
Application may in the future be made, in certain circumstances, to list Notes on such other or further stock exchanges as may be agreed between the Issuer and the relevant
Dealer. The Regulated Market is a regulated market for the purposes of Directive 2014/65/EU of the European Parliament and of the Council on markets in financial
instalments, as amended, appearing on the list of regulated markets published by the European Securities and Markets Authority (each such market being an "EEA Regulated
Market"). Unlisted Notes may also be issued pursuant to the Programme. The relevant Pricing Supplement in respect of the issue of any Notes will specify whether or not
such Notes will be listed and, if so, the relevant stock exchange(s).
Notes of each Tranche of each Series to be issued in bearer form ("Bearer Notes") will initially be represented by a temporary global Note (each a "temporary Global Note")
or by a permanent global Note (each a "permanent Global Note" and, together with the temporary Global Note, the "Global Notes"), in either case in bearer form, without
interest coupons which may be (a) in the case of a Tranche intended to be cleared through Euroclear Bank SA/NV ("Euroclear") and/or Clearstream Banking, S.A.
("Clearstream") (x) if the Global Notes are stated in the applicable Pricing Supplement to be issued in new global note ("NGN") form which are intended to be eligible
collateral for Eurosystem monetary policy, delivered on or prior to the original issue date of the Tranche to a common safekeeper (the "Common Safekeeper") for Euroclear
and Clearstream; or (y) in the case of Global Notes which are not issued in NGN form ("Classic Global Notes" or "CGNs"), deposited on the issue date with a common
depositary on behalf of Euroclear and Clearstream (the "Common Depositary"), (b) in the case of a Tranche intended to be cleared through Euroclear France, deposited on
the issue date with Euroclear France acting as central depositary and (c) in the case of a Tranche intended to be cleared through a clearing system other than or in addition to
Euroclear, Clearstream and Euroclear France or delivered outside a clearing system, deposited on the relevant issue date as agreed between the Issuer and the relevant Dealer.
Notes of each Tranche of each Series to be issued in registered form ("Registered Notes") will initially be represented by a permanent registered global certificate (each a
"Global Certificate"), without interest coupons, which may (a) in the case of a Tranche intended to be cleared through Euroclear and/or Clearstream (x) if the Global
Certificate is held under the New Safekeeping Structure (the "NSS"), be deposited on or prior to the issue date with the Common Safekeeper; or (y) if the Global Certificate
is not held under the NSS, be deposited on the issue date with a common depositary on behalf of Euroclear and Clearstream and (b) in the case of a Tranche intended to be
cleared through a clearing system other than or in addition to Euroclear, Clearstream or delivered outside a clearing system, as agreed between the Issuer and the relevant
Dealer. The provisions governing the exchange of interests in the Global Notes for other Global Notes and definitive Notes and the exchange of interests in each Global
Certificate for individual certificates ("Individual Certificates" and, together with any Global Certificates, the "Certificates") are described in "Summary of Provisions relating
to the Notes while in Global Form".
The Programme has been rated AA- by Fitch Ratings Ireland Limited ("Fitch"), (P)Aa3 by Moody's France SAS ("Moody's") and AA- for long-term debt by S&P Global
Ratings Europe Limited ("S&P"). Each of Fitch, Moody's and S&P is established in the European Union and registered under Regulation (EC) No. 1060/2009 (as amended)
(the "EU CRA Regulation") and is included in the list of registered credit rating agencies published by the European Securities and Markets Authority on its website in
accordance with the EU CRA Regulation.
S&P Global Ratings UK Limited endorses credit ratings issued by S&P, Fitch Ratings Ltd endorses credit ratings issued by Fitch and Moody's Investor Services Limited
endorses credit ratings issued by Moody's. Each of S&P Global Ratings UK Limited, Moody's Investor Services Limited and Fitch Ratings Ltd is established in the UK and
registered under Regulation (EU) No. 1060/2009 (as amended) as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA")
(the "UK CRA Regulation") and is included in the list of credit rating agencies published by the Financial Conduct Authority (the "FCA") on its website in accordance with
the UK CRA Regulation. There can be no assurance that S&P Global Ratings UK Limited, Moody's Investor Services Limited or Fitch Ratings Ltd will continue to endorse
credit ratings issued by S&P, Moody's or Fitch, respectively.
Notes issued pursuant to the Programme may be unrated. The relevant Pricing Supplement will specify whether or not such credit ratings are issued by a credit rating agency
established in the European Union and registered under the EU CRA Regulation and whether such credit rating agency is endorsed by a credit rating agency established in
the UK and registered under the UK CRA Regulation. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change 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 Information Memorandum.

i

Dealers
Barclays
HSBC
BNP Paribas
J.P. Morgan
BofA Securities
Morgan Stanley
Citigroup
Natixis
Commerzbank
NatWest Markets
Crédit Agricole CIB
Nomura
Deutsche Bank
Société Générale Corporate & Investment Banking
Goldman Sachs Bank Europe SE

Arranger for the Programme
Goldman Sachs Bank Europe SE

The date of this Information Memorandum is 19 July 2024.

ii

In relation to each separate issue of Notes, the Pricing Supplement, including the final offer price and the
amount of such Notes will be determined by the Issuer and the relevant Dealers in accordance with
prevailing market conditions at the time of the issue of the Notes and will be set out in the relevant Pricing
Supplement, substantially in the form of the pro forma Pricing Supplement set out in this Information
Memorandum.
No person has been authorised to give any information or to make any representation other than those
contained in this Information Memorandum 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, the Arranger or any of the Dealers (each as defined in "Overview of the Programme"). Neither
the delivery of this Information Memorandum 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 Information Memorandum 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 Information Memorandum 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.
To the fullest extent permitted by law, none of the Dealers or the Arranger accept any responsibility for
the contents of this Information Memorandum, or for any other statement, made or purported to be made
by the Arranger or a Dealer or on its behalf in connection with the Issuer or the issue and offering of the
Notes or for any act or omission of the Issuer or any other person in connection with the issue and offering
of the Notes. The Arranger and each 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 Information Memorandum or any such statement. This Information Memorandum is not 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 Arranger, any Guarantor or any of the Dealers that any recipient of this
Information Memorandum should purchase the Notes.
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the
Stabilisation Manager(s) in the applicable Pricing Supplement (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 such action 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. Any stabilisation action or over-allotment must be conducted by the relevant
Stabilisation Manager(s) (or person(s) acting on behalf of any Stabilisation Manager(s)) in accordance
with applicable laws and regulations.
Each potential purchaser of Notes should determine for itself the relevance of the information contained
in this Information Memorandum and its purchase of Notes should be based upon such investigation as
it deems necessary. None of the Dealers or the Arranger undertakes to review the financial condition or
affairs of the Issuer or the Guarantors during the life of the arrangements contemplated by this
Information Memorandum 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 Arranger.
This Information Memorandum does not constitute, and may not be used in connection with, an offer of,
or an invitation to any person to whom it is unlawful to make such offer or invitation by or on behalf of
the Issuer or the Dealers to subscribe for, or purchase, any Notes.
The distribution of this Information Memorandum and the offering or sale of the Notes in certain
jurisdictions may be restricted by law. Persons into whose possession this Information Memorandum
comes are required by the Issuer, the Guarantors, the Arrangers and the Dealers to inform themselves
about and to observe any such restrictions. In particular, there are restrictions on the distribution of this
Information Memorandum and the offer or sale of the Notes in the United States, the United Kingdom,
France, Belgium, Switzerland and Japan (see the section entitled "Subscription and Sale" below).
3

Each potential investor in the Notes must determine the suitability of that investment in light of its
own circumstances. In particular, each potential investor should:
(i)
have sufficient knowledge and experience to make a meaningful evaluation of the relevant
Notes, the merits and risks of investing in the relevant Notes and the information contained
(or incorporated by reference) in this Information Memorandum;
(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of
its particular financial situation, an investment in the relevant Notes and the impact such
investment will have on its overall investment portfolio;
(iii)
have sufficient financial resources and liquidity to bear all of the risks of an investment in
the Notes, such as instances where the currency for principal or interest payments is
different from the currency in which such potential investor's financial activities are
principally denominated;
(iv)
understand thoroughly the terms of the relevant Notes issued under the Programme and be
familiar with the behaviour of any relevant indices and financial markets; and
(v)
be able to evaluate (either alone or with the help of a financial advisor) possible scenarios
for economic, interest rate and other factors that may affect its investment and its ability to
bear the applicable risks.
The Notes are complex financial instruments and such instruments may be purchased as a way to reduce
risk or enhance yield with an understood, measured and appropriate addition of risk to their overall
portfolios. A potential investor should not invest in Notes, which are complex financial instruments,
unless it has the expertise (either alone or with the assistance of a financial adviser) to evaluate how the
Notes will perform under changing conditions, the resulting effects on the value of such Notes and the
impact this investment will have on the overall investment portfolio of the potential investor. None of
the Arranger, the Dealers or the Issuer makes any representation to any investor in the Notes regarding
the legality of its investment under any applicable laws.
NEITHER THE NOTES NOR THE BI-GUARANTOR GUARANTEE HAVE BEEN OR WILL BE
REGISTERED UNDER THE U.S. 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, AND THE NOTES MAY
INCLUDE BEARER NOTES THAT ARE SUBJECT TO U.S. TAX LAW REQUIREMENTS.
SUBJECT TO CERTAIN EXCEPTIONS, THE NOTES MAY NOT BE OFFERED OR SOLD OR, IN
THE CASE OF BEARER NOTES, DELIVERED WITHIN THE UNITED STATES OR TO, OR FOR
THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER
THE SECURITIES ACT ("REGULATION S") OR, IN THE CASE OF MATERIALISED NOTES IN
BEARER FORM, THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED).
4

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 will be made in relation to each issue about whether, for the purpose of the Product
Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules"),
any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither
the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose
of the MiFID Product Governance Rules.
UK MIFIR PRODUCT GOVERNANCE / TARGET MARKET
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 person subsequently offering, selling or recommending
the Notes (a "UK Distributor") should take into consideration the target market assessment; however, a
UK 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 (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 requirements
of 3.2.7R 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 Arranger nor the Dealers nor any of
their respective affiliates will be a manufacturer for the purpose of the UK MiFIR Product Governance
Rules.
BENCHMARKS
Amounts payable under the Floating Rate Notes may be calculated by reference to certain interest
reference rate benchmarks as specified in the applicable Pricing Supplement, including, in particular the
Euro Interbank Offered Rate ("EURIBOR"), the Sterling Overnight Index Average ("SONIA"), the
Secured Overnight Funding Rate ("SOFR") or the Euro Short-Term Rate ("STR"), the administrators
of some of which may be required to be authorised and/or registered under applicable laws and
regulations from time to time. The administrators of SONIA (the Bank of England), SOFR (the Federal
Reserve Bank of New York) or STR (the European Central Bank) are not currently required to obtain
authorisation or registration under Article 36 of Regulation (EU) 2016/1011 (the "EU Benchmarks
Regulation") or Article 36 of Regulation (EU) 2016/1011 as it forms part of UK domestic law by virtue
of the EUWA (the "UK Benchmarks Regulation") and SONIA, SOFR and STR do not fall within the
scope of the EU Benchmarks Regulation or the UK Benchmarks Regulation by virtue of Article 2 of the
EU Benchmarks Regulation or the UK Benchmarks Regulation, as applicable. The administrator of
EURIBOR (European Money Markets Institute) as at the date of this Information Memorandum, appears
on the register of administrators and benchmarks established and maintained by the European Securities
and Markets Authority pursuant to Article 36 of the EU Benchmarks Regulation. The registration status
of any administrator under the EU Benchmarks Regulation or the UK Benchmark is a matter of public
record and, save where required by applicable law, the Issuer does not intend to update this Information
Memorandum to reflect any change in the registration status of the administrator.
RESPONSIBILITY STATEMENT
The Issuer accepts responsibility for the information contained in this Information Memorandum. The
Issuer declares, having taken all reasonable care to ensure that such is the case, that to the best of the
knowledge of the Issuer the information contained in this Information Memorandum is in accordance
with the facts and does not omit anything likely to affect the import of such information.
5

None of the Guarantors has either reviewed this Information Memorandum or verified the
information contained in it, and none of the Guarantors makes any representation with respect to,
or accepts any responsibility for, the contents of this Information Memorandum or any other
statement made or purported to be made on its behalf in connection with the Issuer or the issue
and offering of any Notes and or the Bi-Guarantor Guarantee relating thereto. Each of the
Guarantors accordingly disclaims all and any liability, whether arising in tort or contract or
otherwise, which it might otherwise have in respect of this Information Memorandum or any such
statement.
PRESENTATION OF CERTAIN INFORMATION
In this Information Memorandum, unless otherwise specified or the context otherwise requires,
references to "Euro", "EUR" or "" are to the single currency of the participating member states from
time to time of the European Union which was introduced on 1 January 1999.
References to "Dexia Holding" are to Dexia Holding and references to the "Dexia Group" are to Dexia
Holding and its subsidiaries from time to time, taken as a whole, and references to the "Issuer" and "us"
and "we", or "our" are references to Dexia.
6

TABLE OF CONTENTS
Page
OVERVIEW OF THE PROGRAMME ................................................................................................. 8
DOCUMENTS INCORPORATED BY REFERENCE ....................................................................... 16
RISK FACTORS .................................................................................................................................. 18
TERMS AND CONDITIONS OF THE NOTES ................................................................................. 39
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ......... 78
THE ISSUER ....................................................................................................................................... 85
THE BI-GUARANTOR GUARANTEE .............................................................................................. 94
GARANTIE AUTONOME À PREMIÈRE DEMANDE..................................................................... 96
USE OF PROCEEDS ......................................................................................................................... 113
TAXATION ....................................................................................................................................... 114
SUBSCRIPTION AND SALE ........................................................................................................... 118
FORM OF PRICING SUPPLEMENT ............................................................................................... 122
GENERAL INFORMATION............................................................................................................. 135

7

OVERVIEW OF THE PROGRAMME
The following overview of the Programme does not purport to be complete and is qualified in its entirety
by the remainder of this Information Memorandum and, in relation to the terms and conditions of any
particular Tranche of Notes, the "Terms and Conditions" set out herein and in the applicable Pricing
Supplement. Words and expressions defined under "Terms and Conditions of the Notes" shall have the
same meanings in this section. This overview must be read as an introduction to this Information
Memorandum and any decision to invest in the Notes should be based on a consideration of the
Information Memorandum as a whole.
Issuer
Dexia, a limited liability company (société anonyme) established
under French company law having its registered office at:

Tour CBX
La Défense 2
1, Passerelle des Reflets
92913 La Défense Cedex
France

The Issuer is registered as a company under the number 351804042
Nanterre (Registre du Commerce et des Sociétés). The Issuer is
administered by a Board of Directors (conseil d'administration).

The Issuer is part of the Dexia Holding group (the "Dexia Group"),
the ultimate holding company being Dexia Holding. As its main
operating entity, the Issuer holds almost all of the Dexia Group's
assets.

The Issuer is the Dexia Group's main operating entity and benefits
from the Bi-Guarantor Guarantee in order to allow for the execution
of the orderly resolution plan originally submitted to the European
Commission on 14 December 2012 and approved on 28 December
2012 (the "Orderly Resolution Plan"). For more information on the
Orderly Resolution Plan, see the section of this Information
Memorandum entitled "The Issuer--Organisation structure--Orderly
Resolution Plan".

The Issuer is based primarily in France, where it previously held a
banking licence. On 4 July 2023, the Issuer filed an application for the
withdrawal of its credit institution licence and authorisations for the
provision of investment services in order to continue its orderly
resolution as a non-financial entity, which was approved by the
European Central Bank on 12 December 2023, with effect from 1
January 2024. From 1 January 2024, the Issuer has therefore been
continuing its orderly resolution as a non-financial entity under the
name "Dexia".
Guarantors
The Kingdom of Belgium and the Republic of France.
Information concerning the Guarantors is available on the following
websites:
Belgian State: https://www.belgium.be/fr
French State: https://www.budget.gouv.fr/
Each of the above website URLs is an inactive textual reference only
and none of the information on any such website is incorporated
herein by reference. Prospective purchasers should conduct their own
inquiry into the creditworthiness of the Guarantors before purchasing
any Notes.
Bi-Guarantor Guarantee
The Guarantors guarantee, severally but not jointly, each according to
the terms and to the extent of its share indicated below, the payment
8

of the Notes by the Issuer pursuant to the Independent On-Demand
Guarantee dated 6 December 2021 (the "Bi-Guarantor Guarantee").
The Bi-Guarantor Guarantee supersedes the Independent On-Demand
Guarantee dated 24 January 2013 given by the Kingdom of Belgium,
the Republic of France and the Grand Duchy of Luxembourg (the
"Tri-Guarantor Guarantee") in respect of the Notes issued under
the Programme on or after 1 January 2022. The Grand Duchy of
Luxembourg is not a guarantor under the Bi-Guarantor Guarantee.
The Bi-Guarantor Guarantee is an unconditional and irrevocable on-
demand guarantee. For further information on the Bi-Guarantor
Guarantee, see the section entitled "The Bi-Guarantor Guarantee" in
this Information Memorandum.
The Dexia Group continues to benefit from the Bi-Guarantor
Guarantee and the Tri-Guarantor Guarantee, as the case may be, for
its financing. In particular, the Issuer continues to benefit from the
Tri-Guarantor Guarantee in relation to Notes issued before 1 January
2022 and the Bi-Guarantor Guarantee in relation to Notes issued on
or after 1 January 2022. All obligations in respect of Notes issued
under the Programme will remain obligations of the Issuer.
Description of the
Continuously offered Guaranteed Euro Medium Term Note
Programme
Programme.
Arranger
Goldman Sachs Bank Europe SE
Dealers
Barclays Bank Ireland PLC

BofA Securities Europe SA
BNP Paribas

Citigroup Global Markets Europe AG

Commerzbank Aktiengesellschaft

Crédit Agricole Corporate and Investment Bank

Deutsche Bank Aktiengesellschaft

Goldman Sachs Bank Europe SE

HSBC Continental Europe

J.P. Morgan SE

Morgan Stanley Europe SE

Natixis

NatWest Markets N.V.

Nomura Financial Products Europe GmbH

Société Générale

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 Information Memorandum to
"Permanent Dealers" are to the persons listed above as Dealers and
to such additional persons which 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.
Programme Limit
Up to Euro 45,000,000,000 (or the equivalent in other currencies)
aggregate nominal amount of Notes outstanding at any one time.
Where an issue of Notes is in a currency other than Euro, the
aggregate nominal amount of such Notes shall be calculated based on
the Euro equivalent value of such currency as at the relevant issue date
of such Notes.
9

Guarantee Limits
The aggregate principal amount for all obligations (including, but not
limited to the Notes issued under the Programme) issued by the Issuer
and benefiting from either the Tri-Guarantor Guarantee or the Bi-
Guarantor Guarantee ("Guaranteed Obligations") may not, at any
time, exceed the following limits, it being understood that the interest
and incidental amounts due on the principal amounts so limited are
guaranteed beyond these limits:

EUR 72,000,000,000 for the Guarantors and the Grand
Duchy of Luxembourg in aggregate and benefiting from
either the Bi-Guarantor Guarantee or the Tri-Guarantor
Guarantee, as the case may be, and excluding, for this
purpose, the principal amounts of any interbank overdraft
guaranteed by the Guarantors under the EUR 3,000,000,000
independent interbank overdrafts guarantee pursuant to the
agreement for the issuance of guarantees dated 6 December
2021 and under the independent guarantee agreement dated
9 December 2008;

EUR 38,160,000,000 for the Kingdom of Belgium; and

EUR 33,840,000,000 for the Republic of France,
as set out in Clause 3 of the Bi-Guarantor Guarantee.

The aggregate principal amount of the outstanding Guaranteed
Obligations at 16 July 2024 was EUR 32,129,333,492.
Compliance with the above-mentioned limits will be assessed upon
each new issuance of, or entry into, Guaranteed Obligations, with the
outstanding principal amount of all Guaranteed Obligations
denominated in currencies other than Euro (i.e., Guaranteed
Obligations issued or entered into prior to such time, as well as such
new Guaranteed Obligations if denominated in currencies other than
Euro) being converted into Euro at the reference rate of the date of
such new issuance of, or entry into, Guaranteed Obligations, as
published on that day by the European Central Bank (the "ECB").
Fiscal Agent, Listing Agent Banque Internationale à Luxembourg, société anonyme.
and Paying Agent

Currencies
Subject to compliance with all relevant laws, regulations and
directives, Notes may be issued in euro (EUR), U.S. dollar (USD),
Canadian dollar (CAD), pound sterling (GBP), yen (JPY) or Swiss
franc (CHF), as agreed between the Issuer and the relevant Dealers.
Maturities
Subject to compliance with all relevant laws, regulations and
directives, any maturity up to a maximum maturity as specified in the
Bi-Guarantor Guarantee (which, at the date of this Information
Memorandum, is ten years). In the case of Extendible Notes, the
Noteholder's option may provide that the Maturity Date in respect of
the Notes will be automatically extended to a maximum maturity as
specified in the Bi-Guarantor Guarantee (which, at the date of this
Information Memorandum, is ten years from the relevant Issue Date)
unless a Noteholder exercises its Non-Extension Option in respect of
any Note held by such Noteholder within the relevant Exercise Period.
Form of Notes
The Notes may be issued in bearer form ("Bearer Notes") or in
registered form ("Registered Notes"). Each Tranche of Bearer Notes
will be represented on issue 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 are being
issued in compliance with the D Rules (as defined in "Overview of the
10

Document Outline

BENCHMARKS
RESPONSIBILITY STATEMENT
- (a) the free English translation of the Issuer's 2022 Annual Report, the official French version of which was filed with the AMF on 27 April 2023 in accordance with Article 212-13 of the AMF's General Regulations, and which includes the Issuer's conso...
- (b) the free English translation of the Issuer's 2023 Annual Report, the official French version of which was filed with the AMF on 30 April 2024 in accordance with Article 212-13 of the AMF's General Regulations, and which includes the Issuer's conso...
- (c) the Terms and Conditions of the Notes contained (i) on pages 26 to 49 of the Information Memorandum dated 2 July 2013 (the "2013 Conditions"), (ii) on pages 22 to 42 of the Information Memorandum dated 27 June 2014 (the "2014 Conditions"), (iii) o...
1. Risk Factors Relating to the Bi-Guarantor Guarantee
- 1.1 The decision of the European Commission to approve the Bi-Guarantor Guarantee may be annulled or revoked.
- 1.2 The Bi-Guarantor Guarantee is several and not joint and the Bi-Guarantor Guarantee sets State quotas and limits the maximum amount of the Bi-Guarantor Guarantee.
- 1.3 The Bi-Guarantor Guarantee contains conditions for benefiting from and making claims under it.
- 1.4 Noteholders have no acceleration rights against the Guarantors and may lose their right to call upon the Bi-Guarantor Guarantee as a result of accelerating against the Issuer.
- 1.5 There is no gross-up for withholding tax if the Bi-Guarantor Guarantee is called upon.
- 1.6 Payments under the Bi-Guarantor Guarantee may be subject to withholding tax.
- 1.7 The Bi-Guarantor Guarantee is subject to specific governing law and jurisdiction.
- 1.8 The Bi-Guarantor Guarantee is subject to limitations on actions against the Guarantors, including, but not limited to, the Guarantors benefitting from sovereign immunity.
  - (a) assets expressly declared to be seizable by the public entity that owns them (the public entity must formally list the assets that may be seized); and
  - (b) if a list of expressly declared seizable assets does not exist, or if the listed assets are not sufficient to settle the outstanding debt, those assets which are obviously not necessary (i) for performing the public service tasks or (ii) to guaran...
2. Risk Factors Relating to the Issuer as a subsidiary of the Dexia Group
- 2.1 Macroeconomic challenges and geopolitical uncertainties and tensions continue to affect global economic conditions and financial markets, which may materially and adversely affect the Issuer.
- 2.2 Challenging fiscal and budgetary conditions in France and Belgium could have negative consequences for the Issuer.
- 2.3 Political instability and the results of elections in Belgium, France, the United Kingdom and the United States could have a negative impact on the principal economies in which the Issuer operates and global financial markets.
- 2.4 The Issuer has a significant exposure to the UK economy which continues to experience a lack of growth in the UK and the ongoing effect of Brexit.
The United Kingdom is the second largest economy in which the Issuer operates and its economy continues to experience little economic growth, combined with one of the highest rates of inflation in Western Europe. Trade friction between the United King...
- 2.5 The Issuer is in orderly resolution and its ability to successfully complete its Orderly Resolution Plan is significantly dependent on external factors.
- 2.6 The results of the Issuer are heavily dependent on its ability to maintain its funding mix and cost of funding at the levels assumed by the Orderly Resolution Plan.
- 2.7 The Issuer is exposed to market risks, which could have a material adverse impact on its financial condition and results of operations.
- 2.8 The Issuer is exposed to fluctuations in its cash collateral requirements and is vulnerable to fluctuations in external factors such as interest and foreign exchange rates.
- 2.9 Liquidity risks could have an adverse effect on the Issuer's ability to raise new funding.
- 2.10 Changes in the Issuer's accounting policies or in accounting standards could materially affect how the Issuer reports its financial condition and results of operations.
- 2.11 A downward change by the rating agencies in the rating of the Guarantors and/or, the Issuer may have negative consequences on the Issuer's financial condition.
- 2.12 The Issuer is exposed to the creditworthiness of its borrowers and counterparties.
- 2.13 The Issuer is exposed to concentration risk.
- 2.14 The Issuer is exposed to currency/exchange rate costs and related exposures.
- 2.15 Operational risks, including systems failures or interruptions, cyberattacks or failure of the Issuer's outsourcing arrangements, could have a material adverse effect on the Issuer.
- 2.16 The Issuer may not be able to attract and retain skilled management and other personnel, thus increasing operational risk.
- 2.17 The Issuer is involved in lawsuits which could adversely affect its results of operations.
3. Risk Factors Relating to Notes
- 3.1 There is only one Event of Default.
- 3.2 The trading market for debt securities may be volatile and may be adversely impacted by many events.
- 3.3 An active trading market for the Notes may not develop.
- 3.4 Any early redemption at the option of the Issuer, if provided for in any Pricing Supplement for a particular issue of Notes, could cause the yield anticipated by Noteholders to be considerably less than anticipated.
- 3.5 A Noteholder's actual yield on the Notes may be reduced from the stated yield by transaction costs.
- 3.6 A Noteholder's effective yield on the Notes may be diminished by the tax impact on that Noteholder of its investment in the Notes.
- 3.7 The Issuer's obligation to pay additional amounts with respect to withholding taxes is subject to certain exceptions.
- 3.8 A partial redemption at the option of the Issuer or a redemption at the option of the Noteholders may affect the liquidity of the Notes of the same Series in respect of which such option is not exercised.
- 3.9 The Maturity Date of Extendible Notes may be automatically extended.
- 3.10 Change in value of Fixed Rate Notes.
- 3.11 Investors will not be able to calculate in advance their rate of return on Floating Rate Notes.
- 3.12 The Issuer may not be obliged to maintain the listing of Notes which are specified as being listed in the applicable Pricing Supplement.
- 3.13 Benchmark reforms and licensing.
- 3.14 If EURIBOR or other benchmarks are discontinued it may adversely affect the value of Floating Rate Notes that reference any such benchmark.
- 3.15 The market continues to develop in relation to risk free rates as reference rates for Floating Rate Notes.
- 3.16 Zero coupon notes are subject to higher price fluctuations than non-discounted notes.
- 3.17 Foreign currency notes expose investors to foreign-exchange risk.
- 3.18 Changes to applicable tax regimes.
- 3.19 Taxation.
- Potential purchasers and sellers of the Notes should be aware that they may be required to pay taxes or documentary charges or duties in accordance with the laws and practices of the jurisdictions to which the Notes are transferred or other jurisdicti...
- 3.20 The value of the Notes could be adversely affected by a change in English law or administrative practice.
- 3.21 Since the Notes are held by or on behalf of Euroclear and Clearstream, investors will have to rely on the clearing system procedures for transfer, payment and communication with the Issuer.
- 3.22 Credit ratings may not reflect all risks.
- 3.23 Legal investment considerations may restrict certain investments.
- 3.24 Minimum Denominations.
- 3.25 Conflicts may arise between the interests of the Calculation Agent and the interests of holders of Notes, Receipts and Coupons.
- 3.26 Enforceability of English Judgements.
1. Form, Denomination and Title
- 1.1 Form and Denomination
- 1.2 Title
2. Transfers of Registered Notes
- 2.1 Transfer of Registered Notes
- 2.2 Exercise of Options or Partial Redemption in Respect of Registered Notes
- 2.3 Delivery of New Certificates
- 2.4 Transfer Free of Charge
- 2.5 Closed Periods
3. Status and Guarantee
- 3.1 Status
- 3.2 Guarantee
4. Negative Pledge
5. Interest and other Calculations
- 5.1 Interest on Fixed Rate Notes
- 5.2 Interest on Floating Rate Notes
  - (i) Interest Payment Dates
  - (ii) Business Day Convention
  - (iii) Rate of Interest for Floating Rate Notes
    - (A) ISDA Determination for Floating Rate Notes
      - (1) the Floating Rate Option is as specified in the relevant Pricing Supplement;
      - (2) the Designated Maturity is a period specified in the relevant Pricing Supplement; and
      - (3) the relevant Reset Date is the first day of that Interest Accrual Period unless otherwise specified in the relevant Pricing Supplement.
    - (B) Screen Rate Determination for Floating Rate Notes
      - (1) Where Screen Rate Determination and Overnight Rate are specified as "Applicable", the Reference Rate is specified as being "Compounded Daily SONIA" and Index Determination is specified as "Not Applicable" for a Floating Rate Note in the applicable...
        (a) where in the applicable Pricing Supplement "Lag" is specified as the Observation Method, SONIAi-pLBD; or
        (b) where in the applicable Pricing Supplement "Shift" is specified as the Observation Method, SONIAi;
        (a) where in the applicable Pricing Supplement "Lag" is specified as the Observation Method, the relevant Interest Period; or
        (b) where in the applicable Pricing Supplement "Shift" is specified as the Observation Method, the relevant SONIA Observation Period;
- - (a) where in the applicable Pricing Supplement "Lag" is specified as the Observation Method, the relevant Interest Period; or
  - (b) where in the applicable Pricing Supplement "Shift" is specified as the Observation Method, the relevant SOFR Observation Period;
  - (a) where in the applicable Pricing Supplement "Lag" is specified as the Observation Method, SOFRi-pUSBD; or
  - (b) where in the applicable Pricing Supplement "Shift" is specified as the Observation Method, SOFRi;
  - (a) where in the applicable Pricing Supplement "Lag" is specified as the Observation Method, the relevant Interest Period; or
  - (b) where in the applicable Pricing Supplement "Shift" is specified as the Observation Method, the relevant SOFR Observation Period;
  - (a) where in the applicable Pricing Supplement "Lag" is specified as the Observation Method, the relevant Interest Period; or
  - (b) where in the applicable Pricing Supplement "Shift" is specified as the Observation Method, the relevant SOFR Observation Period;
- (a) where in the applicable Pricing Supplement "Lag" is specified as the Observation Method, the relevant Interest Period; or
- (b) where in the applicable Pricing Supplement "Shift" is specified as the Observation Method, the relevant STR Observation Period;
- (a) where in the applicable Pricing Supplement "Lag" is specified as the Observation Method, STRi-pTBDx; or
- (b) where in the applicable Pricing Supplement "Shift" is specified as the Observation Method, STRi; and
- (a) where in the applicable Pricing Supplement "Lag" is specified as the Observation Method, the relevant Interest Period; or
- (b) where in the applicable Pricing Supplement "Shift" is specified as the Observation Method, the relevant STR Observation Period;
- (a) where in the applicable Pricing Supplement "Lag" is specified as the Observation Method, the relevant Interest Period; or
- (b) where in the applicable Pricing Supplement "Shift" is specified as the Observation Method, the relevant STR Observation Period;
- (1) Where Screen Rate Determination and Term Rate are specified as "Applicable" in the applicable Pricing Supplement and the Reference Rate is specified as being a rate other than SONIA, SOFR or STR as the manner in which the Rate of Interest is to b...
- If the Relevant Screen Page is not available or no published rate for the Reference Rate appears, unless a Benchmark Event has occurred, the Rate of Interest will be determined by the Calculation Agent using the published rate for the Reference Rate w...
- If the Reference Rate from time to time in respect of Floating Rate Notes is specified in the applicable Pricing Supplement as being other than EURIBOR, the Rate of Interest in respect of such Notes will be determined as provided in the applicable Pri...
- (2) If the Relevant Screen Page is not available or no published rate for EURIBOR appears, and a Benchmark Event has occurred, the Rate of Interest shall be determined by the Calculation Agent as if references in these Conditions to "EURIBOR" were ref...
- (3) Where any Reference Rate is specified in the relevant Pricing Supplement as being determined by linear interpolation in respect of an Interest Accrual Period, the Rate of Interest for such Interest Accrual Period shall be calculated by the Calcula...
- 5.3 Zero Coupon Notes
- 5.4 Accrual of Interest
- 5.5 Margin, Minimum/Maximum Rates of Interest, Instalment Amounts, Redemption Amounts and Rounding
  - (i) If any Margin is specified in the relevant Pricing Supplement (either (x) generally, or (y) in relation to one or more Interest Accrual Periods), an adjustment shall be made to all Rates of Interest, in the case of (x), or the Rates of Interest fo...
  - (ii) If any Maximum or Minimum Rate of Interest, Instalment Amount or Redemption Amount is specified in the relevant Pricing Supplement, then any Rate of Interest, Instalment Amount or Redemption Amount shall be subject to such maximum or minimum, as ...
  - (iii) For the purposes of any calculations required pursuant to these Conditions (unless otherwise specified), (x) all percentages resulting from such calculations shall be rounded, if necessary, to the nearest one hundred-thousandth of a percentage p...
- 5.6 Calculations
- 5.7 Determination and Publication of Rates of Interest, Interest Amounts, Final Redemption Amounts, Early Redemption Amounts, Optional Redemption Amounts and Instalment Amounts
- 5.8 Benchmark Discontinuation
  - (ii) If at any time prior to, on or following any Interest Determination Date, (A) a Benchmark Event occurs in relation to the Reference Rate or (B) the Issuer or the Calculation Agent determines that the Relevant Screen Page on which appears the Refe...
  - If the Reference Rate Determination Agent determines that there is an industry accepted successor rate, the Reference Rate Determination Agent will use such successor rate to determine the Reference Rate. For these purposes, a rate that is formally re...
  - (iii) The determination of the Replacement Reference Rate and the other matters referred to above by the Reference Rate Determination Agent will (in the absence of manifest error, wilful default or fraud) be final and binding on the Issuer, the Calcul...
  - Such amendments shall not impose more onerous obligations on the party responsible for determining the Rate of Interest or expose it to any additional duties or liabilities unless such party consent.
  - Notwithstanding any other provision of Condition 5.8(ii), if in the Calculation Agent, the Fiscal Agent, the Paying Agents opinion there is any uncertainty between two or more alternative courses of action in making any determination or calculation u...
  - (v) The Reference Rate Determination Agent may be (A) a leading bank or a broker-dealer in the principal financial centre of the Specified Currency (which may include one of the Dealers involved in the issue of the Notes) as appointed by the Issuer, (...
- 5.9 Definitions
  - (i) in the case of a Specified Currency other than Euro, a day (other than a Saturday or Sunday) on which commercial banks and foreign exchange markets settle payments in the principal financial centre for such currency; and/or
  - (ii) in the case of Euro, a day on which the T2 System is open (a "T2 Business Day"); and/or
  - (iii) in the case of a Specified Currency and/or one or more Business Centres, a day (other than a Saturday or Sunday) on which commercial banks and foreign exchange markets settle payments in such currency in the Business Centre(s) or, if no currency...
  - (i) if "Actual/Actual" or "Actual/Actual „ ISDA" is specified in the relevant Pricing Supplement, the actual number of days in the Calculation Period divided by 365 (or, if any portion of that Calculation Period falls in a leap year, the sum of (A) th...
  - (ii) if "Actual/365 (Fixed)" is specified in the relevant Pricing Supplement, the actual number of days in the Calculation Period divided by 365;
  - (iii) if "Actual/360" is specified in the relevant Pricing Supplement, the actual number of days in the Calculation Period divided by 360;
  - (iv) if "30/360", "360/360" or "Bond Basis" is specified in the relevant Pricing Supplement, the number of days in the Calculation Period divided by 360, calculated on a formula basis as follows:
  - (v) if "30E/360" or "Eurobond Basis" is specified in the relevant Pricing Supplement, the number of days in the Calculation Period divided by 360, calculated on a formula basis as follows:
  - (vi) if "30E/360 (ISDA)" is specified in the relevant Pricing Supplement, the number of days in the Calculation Period divided by 360, calculated on a formula basis as follows:
  - (vii) if "Actual/Actual „ ICMA" is specified in the relevant Pricing Supplement:
    - (A) if the Calculation Period is equal to or shorter than the Determination Period during which it falls, the number of days in the Calculation Period divided by the product of (x) the number of days in such Determination Period and (y) the number of ...
    - (B) if the Calculation Period is longer than one Determination Period, the sum of:
- 5.10 Calculation Agent
6. Redemption, Purchase and Options
- 6.1 Final Redemption
- 6.2 Purchases
- 6.3 Early Redemption
  - (a) Zero Coupon Notes
    - - (A) if the Redemption Amount of such Note is variable, the Zero Coupon Early Redemption Amount of such Note specified in the relevant Pricing Supplement; or
      - (B) in any other case, the Amortised Face Amount (calculated as provided below) of such Note.
    - (ii) Subject to the provisions of paragraph ((C)) below, the "Amortised Face Amount" of any such Note shall be the scheduled Final Redemption Amount of such Note on the Maturity Date discounted at a rate per annum (expressed as a percentage) equal to ...
  - (b) Other Notes
- 6.4 Redemption at the Option of the Issuer and Exercise of Issuer's Options
- 6.5 Redemption at the Option of Noteholders and Exercise of Noteholder's Options
- 6.6 Redemption by Instalments
- 6.7 Cancellation
7. Payments and Talons
- 7.1 Bearer Notes
- 7.2 Registered Notes
- 7.3 Payments in the United States
- 7.4 Payments subject to Fiscal Laws
- 7.5 Appointment of Agents
- 7.6 Unmatured Coupons and Receipts and unexchanged Talons
  - (a) Upon the due date for redemption, Bearer Notes which comprise Fixed Rate Notes should be surrendered for payment together with all unmatured Coupons (if any) relating thereto, failing which an amount equal to the face value of each missing unmatur...
  - (b) Upon the due date for redemption of any Bearer Note comprising a Floating Rate Note, unmatured Coupons relating to such Note (whether or not attached) shall become void and no payment shall be made in respect of them.
  - (c) Upon the due date for redemption of any Bearer Note, any unexchanged Talon relating to such Note (whether or not attached) shall become void and no Coupon shall be delivered in respect of such Talon.
  - (d) Upon the due date for redemption of any Bearer Note which is redeemable in instalments, all Receipts relating to such Note having an Instalment Date falling on or after such due date (whether or not attached) shall become void and no payment shall...
  - (e) Where any Bearer Note which provides that the relative unmatured Coupons are to become void upon the due date for redemption of those Notes is presented for redemption without all unmatured Coupons or where any Bearer Note is presented for redempt...
  - (f) If the due date for redemption of any Note is not a due date for payment of interest, interest accrued from the preceding due date for payment of interest or the Interest Commencement Date, as the case may be, shall only be payable against present...
- 7.7 Business Days for Payments
  - (a) on which banks and foreign exchange markets are open for business in the relevant place of presentation;
  - (b) in such jurisdictions as shall be specified as "Financial Centres" in the applicable Pricing Supplement and:
    - (i) (in the case of a payment in a currency other than Euro) where payment is to be made by transfer to an account maintained with a bank in the relevant currency, on which foreign exchange transactions may be carried on in the relevant currency in th...
    - (ii) (in the case of a payment in Euro) which is a T2 Business Day.
- 7.8 Talons
8. Taxation
- (a) All payments of principal, interest and other assimilated revenues by or on behalf of the Issuer in respect of the Notes, Receipts or Coupons shall be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments...
- (b) If, on the occasion of the next payment due in respect of the Notes, Receipts or Coupons appertaining thereto, the Issuer would be required, for any reason whatsoever beyond its control, to make a withholding or deduction with respect to any Frenc...
  - (i) to a holder (or to a third party on behalf of a holder) where such holder is liable to such taxes, duties, assessments or governmental charges in respect of such Note, Receipt or Coupon by reason of his having some connection with the Republic of ...
  - (ii) in respect of any tax, assessment, or other governmental charge that would not have been imposed but for a failure to comply with a certification, information, documentation or any other reporting requirement concerning the nationality, residence...
  - (iii) presented (or in respect of which the certificate representing it is presented) for payment more than 30 days after the Relevant Date, except to the extent that the Noteholder or, if applicable, the Receiptholder or Couponholder, as the case may...
  - (iv) where such withholding or deduction is required pursuant to an agreement described in Section 1471(b) of the Code or otherwise imposed pursuant to sections 1471 through 1474 of the Code, any regulations or agreements thereunder, any official inte...
  - (i) the date on which the payment in respect of such Note, Receipt or Coupon first became due and payable; or
  - (ii) if the full amount of the moneys payable on such date in respect of such Note, Receipt or Coupon has not been received by the Fiscal Agent on or prior to the due date, the date on which notice is duly given to the Noteholders that such moneys hav...
  - References in these Conditions to:
  - "'principal" and/or "interest" shall be deemed to include any additional amounts which may be payable under this Condition.
- (c) In the event that the Issuer should be required to make the additional payments referred to in paragraph (b) above, that any French law or regulation should prohibit such additional payments, and that the obligation to make such additional payment...
9. Prescription
10. Event of Default
- (a) as a result of a final judgment of competent courts binding on a Guarantor, the Bi-Guarantor Guarantee, as it applies to the Notes, is no longer in full force and effect;
- (b) a Guarantor enacts legislation releasing such Guarantor from any or all of its payment obligations under the Bi-Guarantor Guarantee; or
- (c) a Guarantor does not pay any amount that has become due and payable under the Notes and has been validly claimed under the Bi-Guarantor Guarantee where such non-payment is a result of the Bi-Guarantor Guarantee not being binding (or being alleged ...
11. Meetings of Noteholders and Modification
- 11.1 Meetings of Noteholders
- 11.2 Modification
  - (b) any modification of the Notes or the Agency Agreement which is of a formal, minor or technical nature or is made to correct a manifest error or to comply with mandatory provisions of the law.
12. Replacement of Notes, Certificates, Receipts, Coupons and Talons
13. Further Issues and Consolidation
14. Notices
15. Contracts (Rights of Third Parties) Act 1999
16. Governing Law and Jurisdiction
- 16.1 Governing Law
- 16.2 Jurisdiction
- 16.3 Service of Process in England
1. Temporary Global Notes
- (a) if the relevant Pricing Supplement indicate that such Global Note is issued in compliance with the C Rules or in a transaction to which TEFRA is not applicable (as to which, see "General Description of the Programme „ Selling Restrictions"), in wh...
- (b) in the case of Extendible Notes, in whole or in part as provided for in "Extendible Notes" below; and
- (c) otherwise, in whole or in part upon certification as to non-U.S. beneficial ownership in the form set out in the Agency Agreement for interests in a permanent Global Note or, if so provided in the relevant Pricing Supplement, for Definitive Notes.
2. Permanent Global Notes
- (a) in the case of Notes issued in one Specified Denomination only, if the relevant Pricing Supplement provides that such Global Note is exchangeable at the request of the holder, by the holder giving notice to the Fiscal Agent of its election to effe...
- (b) otherwise, (1) if the permanent Global Note is held on behalf of Euroclear or Clearstream or any other clearing system (an "Alternative Clearing System") and any such clearing system is closed for business for a continuous period of 14 days (other...
3. Global Certificates
- (a) if the Notes represented by the Global Certificate are held on behalf of Euroclear or Clearstream or an Alternative Clearing System and any such clearing system is closed for business for a continuous period of 14 days (other than by reason of hol...
- (b) if principal in respect of any Notes is not paid when due; or
- (c) with the consent of the Issuer,
4. Partial Exchange of Permanent Global Notes and Global Certificates
5. Extendible Notes
6. Delivery of Notes
7. Exchange Date
8. Legend
9. Electronic Consent and Written Resolution
- (a) where the terms of the proposed resolution have been notified to the Noteholders through the relevant clearing system(s), the Issuer shall be entitled to rely upon approval of such resolution proposed by the Issuer given by way of electronic conse...
- (b) where Electronic Consent is not being sought, for the purpose of determining whether a resolution in writing has been validly passed, the Issuer and the Fiscal Agent shall be entitled to rely on consent or instructions given in writing directly to...
10. Payments
11. Prescription
12. Meetings
13. Cancellation
14. Purchase
15. Issuer's Option
16. Noteholder's Options
17. NGN nominal amount
18. Event of Default
19. Notices
20. Consolidation
- (i) prohibition on payments of discretionary coupons or on early redemption of hybrid Tier 1 or Tier 2 instruments. The Dexia Group may proceed with specific offers to repurchase such instruments subject to certain conditions, including the approval ...
- (ii) prohibition on acquisition of other credit institutions, investment companies or insurance companies; and
- (iii) observance of the principles of remuneration established within the context of the G20 and national bodies regarding the remuneration of members of the management board and executive committee of Dexia Holding and the Dexia Group's main operatin...
1. Définitions
- (a) s'il s'agit d'un jour où un paiement d'Obligations Garanties libellées en Devises Étrangères doit être effectué, que ce jour soit également un jour où les banques du principal centre financier de l'état de cette devise sont ouvertes ; ou
- (b) s'il s'agit d'un jour où un paiement d'Obligations Garanties libellées en euros doit être effectué, que ce jour soit également un jour où le système de paiement Trans-European Automated Real-Time Gross Settlement Express Transfer fonctionne pour l...
- (a) les titres et instruments financiers émis par DCL, initialement souscrits par des Tiers Bénéficiaires, qui répondent aux critères prévus à l'Annexe B (Obligations Garanties), à l'exclusion (i) des titres et instruments financiers dont les modalité...
2. Nature de la Garantie
- (a) La Garantie est autonome et payable à première demande. En cas d'appel à la Garantie conformément aux articles 4 et 5, les États renoncent dès lors (sans préjudice de leurs droits envers DCL) à invoquer tout moyen de défense ou toute exception re...
  - (i) la cessation des paiements (que ce soit au sens du code de commerce ou du code monétaire et financier français), l'insolvabilité, la dissolution, la radiation ou tout autre changement de statut de DCL ;
  - (ii) l'illégalité des Obligations Garanties ;
  - (iii) l'illégalité des obligations de lautre État en vertu de la présente Garantie, ou le non respect par lautre État de ces obligations ;
  - (iv) tout délai de grâce, accord de conciliation ou autre concession similaire consenti à DCL par les titulaires des Obligations Garanties ou imposé par une autorité judiciaire ou un auxiliaire de justice ;
  - (v) la survenance de toute procédure collective (sauvegarde, sauvegarde accélérée, sauvegarde financière accélérée, redressement judiciaire, liquidation judiciaire ou autre procédure similaire), la dépréciation ou la conversion des Obligations Garanti...
  - (vi) toute autre cause d'extinction des Obligations Garanties, sauf leur complet paiement.
- (b) Le bénéfice de la présente Garantie subsistera si un paiement reçu par un Tiers Bénéficiaire ou un Détenteur de Titres et imputé sur les Obligations Garanties est ultérieurement annulé ou déclaré inopposable aux créanciers de l'auteur du paiement,...
- (c) Les Tiers Bénéficiaires ou Détenteurs de Titres ne seront pas tenus, en vue d'exercer leurs droits en vertu de la présente Garantie, d'adresser une quelconque mise en demeure à DCL, d'agir contre DCL, ou d'introduire une créance dans une quelconqu...
- (d) Aucune cause de déchéance du terme des Obligations Garanties, qu'elle soit d'origine légale (notamment en cas de procédure de liquidation judiciaire à l'égard de DCL) ou contractuelle (notamment sous la forme d'un event of default, event of termin...
3. Quote-part des États et plafond global de la Garantie
- (a) Chacun des États garantit les Obligations Garanties à hauteur de la quote-part indiquée en tête de la présente Garantie. Cette quote-part s'entend par Obligation Garantie et par appel à la Garantie au sens des articles 4(b) ou 5(c) de la présente...
- (b) L'Engagement Global des États ne peut à aucun moment excéder les plafonds suivants, étant entendu que les montants en intérêts et accessoires dus sur les montants en principal ainsi limités sont garantis au-delà de ces plafonds :
  - (i) 72 milliards pour les deux États et le Grand-Duché de Luxembourg ensemble ;
  - (ii) 38,16 milliards pour le Royaume de Belgique ; et
  - (iii) 33,84 milliards pour la République française.
4. Garantie des Titres et Instruments Financiers
- (a) Sans qu'il soit besoin d'aucune formalité, la Garantie couvre tous Titres ou Instruments Financiers initialement émis à destination de Tiers Bénéficiaires, et reste attachée à ces Titres ou Instruments Financiers nonobstant leur cession ou transfe...
- (b) Tout Tiers Bénéficiaire ou Détenteur de Titre, ou tout mandataire, agent, organisme de liquidation ou trustee agissant pour le compte de ceux-ci, peut faire appel à la Garantie, par simple notification adressée à chacun des États dans le délai vis...
5. Garantie des Contrats
- (a) Sans qu'il soit besoin d'aucune formalité, la Garantie couvre tous Contrats conclus avec des Tiers Bénéficiaires, et reste attachée à ces Contrats nonobstant leur cession ou transfert à tout autre Tiers Bénéficiaire. La Garantie des Contrats ne b...
- (b) Seule DCL peut faire appel à la Garantie des Contrats, dans les conditions convenues entre celle-ci et les États.
- (c) Nonobstant le paragraphe (b), si une procédure de liquidation judiciaire est ouverte à l'égard de DCL, tout Tiers- Bénéficiaire titulaire de Contrats, ou tout mandataire, agent, organisme de liquidation ou trustee agissant pour le compte de ceux-c...
- (d) Nonobstant le paragraphe (b) et sans préjudice du paragraphe (c), les États pourront, sur demande de DCL et à leur seule discrétion, autoriser certains Tiers Bénéficiaires nommément désignés, certaines catégories de Tiers Bénéficiaires ou les Tier...
6. Exécution de la Garantie
- (a) Chacun des États procède au règlement, dans la devise de l'Obligation Garantie à concurrence de sa quote-part, au profit des Tiers Bénéficiaires ou des Détenteurs de Titres, du montant dû au titre de tout appel à la Garantie conformément aux dispo...
- (b) Les paiements effectués le seront en fonds immédiatement disponibles par l'intermédiaire de tout système de compensation approprié ou mécanisme de services institutionnels ou, à défaut, directement.
- (c) Chaque État sera immédiatement et de plein droit subrogé dans la totalité des droits des Tiers Bénéficiaires ou des Détenteurs de Titres à l'encontre de DCL au titre de l'Obligation Garantie concernée, à concurrence de la somme payée par lui.
7. Retenue à la source
- (a) Les paiements visés à l'article 6(a) seront effectués par les États sans retenue à la source, hormis les cas où la loi l'exige. Si une retenue à la source doit être effectuée pour le compte d'un État au titre des paiements visés à l'article 6(a),...
- (b) Il est bien entendu que, si DCL effectue le paiement d'une Obligation Garantie moyennant déduction d'une retenue à la source dans des circonstances où une telle déduction est requise par la loi et n'entraîne pas à charge de DCL, conformément aux m...
8. Prise d'effet de la Garantie, durée et modifications
- (a) La Garantie ne couvre que les Obligations Garanties qui sont émises ou conclues au plus tôt le 1er janvier 2022.
- (b) Le droit de faire appel à la Garantie en ce qui concerne toute somme due et impayée au titre d'une Obligation Garantie expire à la fin du 90ème jour qui suit l'échéance de cette somme ou, dans les cas visés à l'article 2(b), à la fin du 90ème jour...
- (c) Les États peuvent à tout moment, de commun accord et sans préjudice de leurs obligations envers DCL, résilier ou modifier les termes de la présente Garantie. La présente Garantie sera résiliée de plein droit en cas de cession à un tiers par Dexia...
- (d) Pour l'application des paragraphes (a) et (b), les dépôts et autres Contrats à vue ou à échéance indéterminée sont censés être conclus de jour à jour de sorte que ces dépôts et autres Contrats sont susceptibles de bénéficier de la Garantie s'ils e...
9. Notifications
10. Langue, droit applicable et litige
- (a) La présente Garantie est établie en français et en anglais, les deux langues faisant également foi.
- (b) La présente Garantie est régie par le droit belge. Tout différend relèvera de la compétence exclusive des tribunaux de Bruxelles.
  - (a) tous les "investisseurs qualifiés" au sens du point e) de l'article 2, du règlement 2017/1129 du 14 juin 2017 concernant le prospectus à publier en cas d'offre au public de valeurs mobilières ou en vue de l'admission de valeurs mobilières à la nég...
  - (b) tous les Qualified Institutional Buyers tels que définis dans le US Securities Act de 1933, et tous les Accredited Investors tels que définis par la Règle 501 de la Regulation D adoptée pour l'application du US Securities Act de 1933,
  - (c) la Banque centrale européenne ainsi que toute autre banque centrale (qu'elle soit établie dans un pays de l'Union européenne ou non),
  - (d) tous les établissements de crédit tels que définis par le règlement 575/2013 du 26 juin 2013 concernant les exigences prudentielles applicables aux établissements de crédit et aux entreprises d'investissement, à savoir : "une entreprise dont lact...
  - (e) les organismes de sécurité sociale et assimilés, les entreprises publiques, les autorités et entités publiques ou parapubliques chargées dune mission dintérêt général, les institutions supranationales et internationales, et
  - (f) les autres investisseurs institutionnels ou professionnels ; par "investisseurs institutionnels ou professionnels", il y a lieu dentendre les compagnies financières, les entreprises dinvestissement, les autres établissements financiers agréés o...
  - en ce compris les filiales du groupe Dexia, et notamment DCL elle-même, qui satisfont aux critères des paragraphes (a), (b), (d) ou (f) ci-dessus, mais uniquement dans la mesure où les Titres et Instruments Financiers (et en aucun cas pour ce qui conc...
  - Il est précisé que lorsquun intermédiaire intervient comme banque garante ("underwriter", "manager" ou assimilé) dans le cadre dune émission de Titres ou Instruments Financiers, et dans ce contexte acquiert ou souscrit ces Titres ou Instruments Fina...
- (a) les Contrats suivants : les prêts, dépôts et avances non interbancaires à terme et à durée indéterminée en euros ou en Devises Étrangères (dont les dépôts à vue, les dépôts d'institutionnels non bancaires, les dépôts de fiduciaires et les dépôts a...
- (b) les Titres et Instruments Financiers suivants : les commercial papers, les certificates of deposit, les titres de créance négociables et titres assimilés (notamment les Namensschuldverschreibungen de droit allemand), les obligations et les Medium ...
  - (i) des obligations foncières et titres ou emprunts assimilés bénéficiant d'un privilège légal ou d'un mécanisme contractuel visant aux mêmes fins (par exemple, "covered bonds" et "repos bilatéraux et tripartites") ;
  - (ii) des prêts, dépôts, titres et instruments financiers subordonnés;
  - (iii) des titres et instruments financiers de capital hybride et de capital ;
  - (iv) de tout instrument dérivé (notamment de taux et de change), et de tout titre ou instrument financier lié à un instrument dérivé ; et
  - (v) des prêts, dépôts, avances et découverts interbancaires en euro ou en Devises Étrangères.
1. Definitions
- (a) if it is a day on which a payment of Guaranteed Obligations denominated in a Foreign Currency is to be made, that day is also a day on which banks are open in the main financial centre of the state of such currency; or
- (b) if it is a day on which a payment of Guaranteed Obligations denominated in euro is to be made, that day is also a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer payment system is open for the settlement of pa...
- (a) the securities and financial instruments issued by DCL, initially subscribed by Third-Party Beneficiaries, which meet the criteria set out in Schedule B (Guaranteed Obligations), excluding (i) the securities and financial instruments the terms of ...
- (b) the loans, advances and deposits granted to DCL, which are not represented by a security or financial instrument, which meet the criteria set out in Schedule B (Guaranteed Obligations), and the creditor of which is a Third-Party Beneficiary other ...
2. Nature of the Guarantee
- (a) This Guarantee is an independent guarantee and is payable on first demand. In the event of a Guarantee call being made in accordance with Clauses 4 and 5, the States waive the right (without prejudice to their rights against DCL) to raise any def...
  - (i) the cessation of payments (whether within the meaning of the French Commercial Code or the French Monetary and Financial Code), insolvency, dissolution, deregistration or any other change in the status of DCL;
  - (ii) the illegality of the Guaranteed Obligations;
  - (iii) the illegality of the obligations of the other State under this Guarantee, or the non-compliance by the other State with such obligations;
  - (iv) any grace period, conciliation agreement or other similar concession granted to DCL by the holders of the Guaranteed Obligations or imposed by a judicial authority or a judicial assistant (auxiliaire de justice),
  - (v) the occurrence of any collective proceedings (safeguard, accelerated safeguard, accelerated financial safeguard, judicial redress, judicial liquidation or other similar proceedings), the write-down or conversion of Guaranteed Obligations pursuant ...
  - (vi) any other ground for termination of the Guaranteed Obligations, save for their payment in full.
- (b) The benefit of this Guarantee shall be maintained if a payment received by a Third-Party Beneficiary or a Security Holder and applied towards satisfaction of the Guaranteed Obligations is subsequently voided or declared invalid vis-à-vis the credi...
- (c) The Third-Party Beneficiaries or Security Holders will not be required, in order to exercise their rights under this Guarantee, to make any demand against DCL, to take any action against DCL or to file claims in any insolvency proceedings relating...
- (d) No ground for acceleration of payment of the Guaranteed Obligations, whether statutory (for example in the case of judicial liquidation proceedings with respect to DCL) or contractual (for example in the case of an event of default, event of termi...
3. Percentage share contribution of the States and overall limit of the Guarantee
- (a) Each of the States shall guarantee the Guaranteed Obligations up to the percentage share indicated on the first page of this Guarantee. Such percentage share shall apply per Guaranteed Obligation and per Guarantee call within the meaning of Claus...
- (b) The Aggregate Commitment of the States may not at any time exceed the following limits, it being understood that the interest and incidental amounts due on the principal amounts so limited are guaranteed beyond these limits:
  - (i) 72 billion for the two States and the Grand Duchy of Luxembourg in aggregate;
  - (ii) 38.16 billion for the Kingdom of Belgium; and
  - (iii) 33.84 billion for the French Republic.
4. Guarantee of Securities and Financial Instruments
- (a) Without the need for any formality, the Guarantee shall cover all Securities or Financial Instruments initially issued to Third-Party Beneficiaries, and shall remain attached to such Securities or Financial Instruments notwithstanding their sale o...
- (b) Any Third-Party Beneficiary or Security Holder, or any proxy holder, agent, settlement institution or trustee acting for the account of the former, may call on the Guarantee by simple notice delivered to each of the States within the time limit pr...
5. Guarantee of Contracts
- (a) Without the need for any formality, the Guarantee shall cover all Contracts entered into with Third-Party Beneficiaries, and shall remain attached to those Contracts notwithstanding their sale or transfer to any other Third-Party Beneficiary. The...
- (b) The Contracts Guarantee can only be called by DCL, subject to the conditions agreed upon between DCL and the States.
- (c) Notwithstanding paragraph (b), if judicial liquidation proceedings are commenced with respect to DCL, any Third-Party Beneficiary holding a Contract, or any proxy holder, agent, settlement institution or trustee acting for the account of the forme...
- (d) Notwithstanding paragraph (b) and without prejudice to paragraph (c), the States may, upon request from DCL and at their sole discretion, authorise certain Third-Party Beneficiaries identified by name, certain categories of Third-Party Beneficiari...
6. Performance of the Guarantee
- (a) Each of the States shall pay to the Third-Party Beneficiaries or Security Holders, up to its percentage share and in the currency of the Guaranteed Obligation, the amount due pursuant to any call on this Guarantee in accordance with the provisions...
- (b) Payments shall be made in directly available funds via any appropriate clearing system or institutional service mechanism or, failing which, directly.
- (c) Each State shall immediately and automatically be subrogated in all rights of the Third-Party Beneficiaries or Security Holders against DCL pursuant to the relevant Guaranteed Obligation, up to the amount paid by it.
7. Withholding tax
- (a) All payments referred to in Clause 6(a) shall be made by the States free and clear of any withholding unless such withholding is required by law. If a withholding must be made on behalf of a State in respect of payments referred to in Clause 6(a)...
- (b) For the avoidance of doubt, if DCL makes any payment of a Guaranteed Obligation subject to a withholding in circumstances where such withholding is required by law and does not give rise, pursuant to the terms and conditions of the relevant Guaran...
8. Effective date of the Guarantee, duration and amendments
- (a) The Guarantee only covers Guaranteed Obligations which are issued or entered into on or after 1 January 2022.
- (b) The right to call on the Guarantee with respect to any amount due and unpaid in relation to a Guaranteed Obligation shall expire at the end of the 90th day following the date on which such amount became due or, in the circumstances mentioned in Cl...
- (c) The States may at any time, by mutual consent and without prejudice to their obligations to DCL, terminate or amend the terms of this Guarantee. This Guarantee shall automatically terminate in the event of a transfer by Dexia SA to a third party ...
- (d) For the purposes of paragraphs (a) and (b), demand deposits and other demand Contracts or Contracts with an undefined maturity are deemed to be entered into on a rolling daily basis, so that such deposits and other Contracts may benefit from the G...
9. Notifications
10. Language, applicable law and jurisdiction
- (a) This Guarantee has been drawn up in French and in English, both languages being equally binding.
- (b) This Guarantee shall be governed by Belgian law. Any dispute shall be within the exclusive jurisdiction of the courts of Brussels.
- (a) all "qualified investors" within the meaning of article 2(e) of Regulation 2017/1129 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,
- (b) all Qualified Institutional Buyers as defined under the U.S. Securities Act of 1933, and all Accredited Investors as defined by Rule 501 of Regulation D implementing the U.S. Securities Act of 1933,
- (c) the European Central Bank as well as any other central bank (whether or not it is established in a country of the European Union),
- (d) all credit institutions as defined by Regulation 575/2013 of 26 June 2013 on prudential requirements for credit institutions and investment firms, namely: "an undertaking the business of which is to take deposits or other repayable funds from the ...
- (e) social security and assimilated organisations, state-owned enterprises, public or para-public authorities and entities in charge of a mission of general interest, supranational and international institutions, and
- (f) other institutional or professional investors; "institutional or professional investors" means financial holding companies, investments firms, other approved or regulated financial institutions, insurance companies, undertakings for collective inv...
  - (a) the following Contracts: non-interbank loans, deposits and advances with a fixed term or an undefined maturity in euro or in Foreign Currencies (including demand deposits, non-banking institutional deposits, fiduciary deposits and deposits granted...
  - (b) the following Securities and Financial Instruments: commercial paper, certificates of deposit, negotiable debt instruments and assimilated securities (in particular Namensschuldverschreibungen under German law), bonds and Medium Term Notes, denom...
    - (i) mortgage bonds and securities or other borrowings secured by a statutory lien or a contractual arrangement to the same effect (for example, covered bonds and bilateral and tripartite repos);
    - (ii) subordinated loans, deposits, securities and financial instruments;
    - (iii) equity and hybrid equity securities and financial instruments;
    - (iv) any derivative instruments (including interest rate or foreign exchange derivatives), and any securities or financial instruments linked to a derivative; and
    - (v) interbank loans, deposits, advances and overdrafts in euro or in Foreign Currencies.
  - (i) offered by means of a public offer within the meaning of Regulation EU 2017/1129 as referred to in Article L. 411-1 of the French Monetary and Financial Code or pursuant to an equivalent offer in a State other than a Non-Cooperative State. For th...
  - (ii) admitted to trading on a French or foreign regulated market or multilateral securities trading system provided that such market or system is not located in a Non-Cooperative State, and the operation of such market is carried out by a market opera...
  - (iii) admitted, at the time of their issue, to the operations of a central depositary or of a securities delivery and payment systems operator within the meaning of Article L. 561-2 of the French Monetary and Financial Code, or of one or more similar ...
  - (i) in relation to any Notes which have a maturity of less than one year from the date of their issue, (i) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the ...
  - (ii) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection w...
  - (iii) it has complied with and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Notes in, from or otherwise involving the United Kingdom.
- (a) all "qualified investors" within the meaning of article 2(e) of Regulation (EU) 2017/1129 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,
- (b) [intentionally omitted]
- (c) the European Central Bank as well as any other central bank (whether or not it is established in a country of the European Union),
- (d) all credit institutions as defined by Regulation 575/2013 of 26 June 2013 on prudential requirements credit institutions and investment firms, namely: "an undertaking the business of which is to take deposits or other repayable funds from the publ...
- (e) social security and assimilated organisations, state-owned enterprises, public or para-public authorities and entities in charge of a mission of general interest, supranational and international institutions, and
- (f) other institutional or professional investors; "institutional or professional investors" means financial holding companies, investments firms, other approved or regulated financial institutions, insurance companies, undertakings for collective inv...
1. No authorisation procedures are required of the Issuer in the Republic of France in connection with the update of the Programme. However, to the extent that Notes issued under the Programme may constitute obligations under French Law, the issue of ...
2. Each permanent Global Note and any Bearer Note, Talon, Coupon or Receipt issued in compliance with the D Rules under TEFRA will bear the following legend: "Any United States person who holds this obligation will be subject to limitations under the ...
3. The Notes have been accepted for clearance through the Euroclear and Clearstream systems. The Common Code, the International Securities Identification Number ("ISIN") and (where applicable) the Euroclear France number for each Series of Notes will...
4. For the avoidance of doubt, the Notes are freely transferable and cannot be cancelled by virtue of being sold or transferred to an entity which does not constitute a Third Party Beneficiary (as defined in the Schedule A of the Guarantee).
5. For so long as the Programme remains in effect or any Notes remain outstanding, the following documents (including English translations where applicable) may be obtained in electronic form by Noteholders following a written request therefor to the ...
- (i) a copy of this Information Memorandum together with any Supplement to this Information Memorandum or further Information Memorandum;
- (ii) the Agency Agreement (which includes the form of the Global Notes, Global Certificates, definitive Notes in Bearer form, the Certificates, the Coupons, Receipts and Talons), together with any Supplement to the Agency Agreement;
- (iii) the English and French language versions of the Bi-Guarantor Guarantee;
- (iv) the Deed of Covenant;
- (v) the Statuts of the Issuer;
- (vi) the audited annual consolidated accounts of the Issuer (non-consolidated and consolidated) for the two most recent financial years and the most recent half year financial report including the half year condensed consolidated financial statements ...
- (vii) each Pricing Supplement for Notes listed on the official list of the Luxembourg Stock Exchange and admitted to trading on the Regulated Market or listed on any other stock exchange.
6. This Information Memorandum includes "forward-looking statements". All statements other than statements of historical facts included in this Information Memorandum, including, without limitation, those regarding the Issuer's financial position, bu...
7. This Information Memorandum and each Pricing Supplement issued in connection with Notes listed on the official list of the Luxembourg Stock Exchange and admitted to trading on the Regulated Market of the Luxembourg Stock Exchange will be published ...
8. Except as disclosed in this Information Memorandum and any document incorporated by reference therein, there has been no significant change in the financial or trading position or prospects of the Issuer since 31 December 2023.
9. Except as disclosed in this Information Memorandum and any document incorporated by reference therein, including the Issuer's Annual Report 2023 at pp. 92-93 therein and the Issuer's Annual Report 2022 at p. 96 therein, the Issuer is not and has no...
10. The Issuer will, in the event of any significant new factor, material mistake or inaccuracy relating to information included in this Information Memorandum which is capable of affecting the assessment of any Notes, prepare a supplement or publish ...
11. Certain of the Dealers and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform services for, the Issuer and its affiliates in the ordinary course of busine...
12. The LEI for the Issuer is F4G136OIPBYND1F41110.