Commentary & Deal Flow

Launched: 6yr: €750m @ MS+105bp - Books above €2.8bn (excl. JLM)

Book Update: Books above €2bn (excl. JLM)

IPTs: 6yr: MS+135a

• Issuer: Belfius Bank SA/NV (ticker: "CCBGBB")
• LEI: A5GWLFH3KM7YV2SFQL84
• Issuer Ratings: A1 (Stable) / A (Stable) / A- (Stable) (Moody's/S&P/Fitch)
• Securities: Fixed Rate Senior Non-Preferred Notes (the “Senior Non-Preferred Notes”)
• Format: Dematerialised form
• Expected Instrument Ratings: A3/BBB+ (Moody's/S&P)
• Tenor: 6-year
• Size: €750m
• Settlement Date: 14-Apr-26 T+5
• Maturity Date: 14-Apr-32
• Interest: [x]% Fixed rate, Annual, Actual/Actual ICMA, Following, Unadjusted
• Interest Payment Dates: Interest on the Senior Non-Preferred Notes will be payable annually in arrears on 14 April in each year, commencing on 14-Apr-27
• Status of Notes: The Senior Non-Preferred Notes are issued pursuant to the provisions of Article 389/1, 2° of the Belgian Banking Law and are direct, unconditional, senior and unsecured (chirografaire/chirographaires) obligations of the Issuer and rank at all times: (i) pari passu, without any preference among themselves, with all other Senior Non-Preferred Obligations of the Issuer, present and future, but, in the event of insolvency, only to the extent permitted by laws relating to creditors’ rights; (ii) senior to the Subordinated Notes of the Issuer and other present and future claims otherwise ranking junior to Senior Non-Preferred Obligations and (iii) junior to the present and future claims of (a) any unsubordinated creditors of the Issuer that are not creditors in respect of Senior Non-Preferred Obligations, and (b) all other present and future claims as may be preferred by laws of general application or otherwise ranking in priority to the Senior Non-Preferred Obligations
• Waiver of Set Off: No Noteholder may exercise or claim any right of set-off, netting, compensation or retention in respect of any amount owed to it by the Issuer arising under or in connection with the Senior Non-Preferred Notes
• Tax Event: Applicable - refer to terms and conditions of the senior non preferred notes in the base prospectus hereto
• MREL/TLAC Disqualification Event: Upon the occurrence of a MREL/TLAC Disqualification Event, the Issuer may, at its option, at any time and having given not more than 60 nor less than 30 calendar days’ notice to the holders of the Senior Non-Preferred Notes, in accordance with Condition 8 (which notice shall be irrevocable), redeem all (but not some only) of the outstanding Senior Non-Preferred Notes as more fully described in the Base Prospectus and supplements hereto
• Substantial Repurchase Event (75%): The Issuer may, provided immediately prior to such notice a Substantial Repurchase Event has occurred, on giving not less than 30 nor more than 60 days’ (or such other notice period as may be specified in the applicable Final Terms) to the Noteholders (which notice shall be irrevocable and shall specify the date fixed for redemption), redeem all, but not some only, of the Senior Non-Preferred Notes at the Substantial Repurchase Event Redemption Amount, together with interest accrued and unpaid, if any, to (but excluding) the date fixed for redemption. As more fully described in the base prospectus and supplements hereto
• Substitution and Variation: The Issuer may, at its sole discretion and without the consent of the Noteholders, by giving not less than 30 nor more than 60 days’ notice to the Noteholders substitute or vary the terms of all, but not some only, of the Senior Non-Preferred Notes so that they become or remain Qualifying Securities upon a MREL/TLAC Disqualification Event, subject to compliance with any conditions prescribed under the Applicable Banking Regulation, including the prior approval of the Lead Regulator (if required)
• Acknowledgement of Bail-in Power: Each Noteholder (which includes any current or future holder of the Notes) acknowledges and accepts that any liability arising under the Notes may be subject to the Bail-in Power by the Resolution Authority as further described under Condition 14(c) of the Belfius EMTN Base Prospectus dated 07-May-25 and supplemented on 29-Jul-25, 27-Feb-26 and 01-Apr-26
• Use of Proceeds: General Corporate Purposes
• Events of Default: If default is made in the payment of any principal or interest due in respect of the Senior Non-Preferred Notes and such default continues for a period of 30 days or more after the due date, any holder of Senior Non-Preferred Notes may institute proceedings for the dissolution or liquidation of the Issuer in Belgium.
• Early Redemption: The Senior Non-Preferred Notes may be redeemed prior to their Maturity Date, in whole but not in part, at the Redemption Amount together with accrued and unpaid interest, at the option of the Issuer upon the occurrence of (a) a Tax Event or (b) a MREL/TLAC Disqualification Event, subject to (i) in the case of a Tax Event Condition 3 (i) (Conditions to redemption) and (ii) in the case of a MREL/TLAC Disqualification Event, subject to such redemption being permitted by the Applicable MREL/ TLAC Regulations and to Condition 3 (i) (Conditions to redemption) or c) A Substantial Repurchase Event (75%)
• Redemption Amount: 100% of the principal amount (“Par Redemption”)
• Documentation: Belfius Bank SA/NV EMTN Programme Base Prospectus dated 07-May-25 and supplemented on 29-Jul-25, 27-Feb-26 and 01-Apr-26. The Base Prospectus and the supplements are, and the Final Terms will be made available on the Issuer’s website: https://www.belfius.be/about-us/en/investors/debt-issuance/emtn
• Advertisement: This communication is an advertisement. It is not a prospectus. The Base Prospectus is, and the Final Terms will be made available on the Issuer’s website: https://www.belfius.be/about-us/en/investors/debt-issuance/emtn
• Governing Law: Belgian Law
• Distribution: Reg S Compliance Category 2
• Listing: Euronext Brussels
• Minimum Denomination / Increment: EUR 100,000 and integral multiples thereof
• Clearing: Securities Settlement System of the NBB, Eligible Investors only (X-accounts)
• Selling Restrictions: As per EMTN Base Prospectus dated 07-May-25 and supplemented on 29-Jul-25, 27-Feb-26 and 01-Apr-26.
• Target Market: Manufacturer target market (MiFID II / UK MIFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No EU or UK PRIIPs KID as not available to the retail in the UK and EEA
• Negative Pledge: None
• Fees: The Joint Lead Managers will be paid a fee in connection to the transaction
• Joint Bookrunners: Belfius, BNP Paribas (B&D), Citi, Commerzbank, IMI-Intesa Sanpaolo, NatWest
• Books Subject: To go subject at 12:10 CET
• Timing: Today’s business