Commentary & Deal Flow

IPTs: 10yr: MS+110a

• Issuer: Euroclear Holding SA/NV (Ticker: ECLEAR)
• Issuer LEI: 549300IQZVZ949N37S44
• Issuer Ratings: AA- stable (S&P) / AA stable (Fitch)
• Expected Issue Ratings: AA- by S&P and AA- by Fitch
• Format: Senior Unsecured, Unsubordinated, Reg S (Category 2), Dematerialised (Belgian law) via NBB‑SSS
• Status: The Notes constitute direct, unsubordinated, unsecured and unconditional obligations of the Issuer which will at all times rank pari passu among themselves and at least pari passu with all other present and future unsubordinated and unsecured obligations of the Issuer, save for such obligations as may be preferred by provisions of law that are both mandatory and of general application.
• Documentation: Standalone Prospectus expected to be dated 11-Sep-26
• Pricing Date: 08-Sep-26
• Settlement: 15-Sep-26 (T+5)
• Issue Type: 10-Year Fixed
• Issue Size: €600m
• Maturity Date: 15-Sep-36
• Coupon Interest: Fixed, Annual, ACT/ACT (ICMA)
• Acknowledgement of and consent to the Bail-in Power: As stated in Condition 14, each Noteholder (which includes any current or future holder of a beneficial interest in the Notes) acknowledges and accepts that any liability arising under the Notes may be subject to the Bail-in Power by the Relevant Resolution Authority and acknowledges and accepts to be bound by (i) the variation of the Conditions, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of any Bail-in Power by the Relevant Resolution Authority, and (ii) the effect of the exercise of the Bail-in Power by the Relevant Resolution Authority.
• Events of default: As stated in Condition 7, limited to (i) insolvency or liquidation of the Issuer which is continuing, in which case a Noteholder may, by written notice to the Issuer, declare that its Notes have become immediately due and payable, and (ii) payment default which continues for a period of 30 calendar days or more after the due date, in which case a Noteholder may institute proceedings for the dissolution or liquidation of the Issuer in Belgium. No cross-default or acceleration for other reasons. For the avoidance of doubt, a resolution of Euroclear SA/NV (or any other entity of the Group (consisting of the Issuer and its Subsidiaries from time to time) which is the relevant resolution entity from time to time) or any moratorium in respect of Euroclear SA/NV (or any other entity of the Group which is the relevant resolution entity from time to time) or any exercise of any Bail-in Power by the Relevant Resolution Authority will not constitute an Event of Default or a breach of the Issuer’s obligations or duties in respect of the Notes, or a failure to perform any of the Issuer’s obligations or duties in respect of the Notes in any manner whatsoever, and shall not, of itself, entitle Noteholders to declare the Notes immediately due and payable or petition for the winding up or liquidation of the Issuer.
• Use of Proceeds: General corporate purposes and may be used to reinforce recovery capacity in the Group applicable mainly to the Issuer’s main subsidiaries including, without limitation, Euroclear SA/NV and Euroclear Bank SA/NV. It is anticipated that a portion of the proceeds of the issue of the Notes may be passed on to Euroclear SA/NV and Euroclear Bank SA/NV in the form of instruments that would constitute minimum requirement for own funds and eligible liabilities (“MREL”) to proactively build MREL capacity
• Business Center: T2
• Payment Days: Following, unadjusted
• Listing: Euronext Dublin
• Clearing: Securities settlement system operated by the National Bank of Belgium
• Law: English law, other than Conditions 1 (Form, Denomination and Title) and 2 (Status) and, in each case, any non-contractual obligations arising out of or in connection with them which are governed by, and shall be construed in accordance with, the laws of Belgium.
• Fiscal and Paying Agent: Citibank Europe plc
• Denomination: Euro 100,000 and integral multiples in excess thereof
• ISIN: BE6377188204
• Redemption for tax reasons: Applicable, as per Condition 4b.
• Clean-up Call Option: Applicable (80%) , as per Condition 4e.
• Redemption at the option of the Issuer (Par Call): Applicable (3-months), as per Condition 4d.
• Make–whole redemption: Applicable, as per Condition 4c.
• Sole Global Coordinator and Sole Structuring Agent to the Issuer: J.P. Morgan
• Joint Lead Managers: Deutsche Bank (B&D), J.P. Morgan, MUFG, SMBC, Societe Generale
• Target Market: The manufacturer target market (MIFID II and UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No key information document (KID) or product summary required by DISC, as applicable, has been prepared as not available to retail in the EEA or in the UK
• Selling Restrictions: As set out in the Prospectus
• Canadian Sales: Yes, via exemption
• Advertisement Language: Standalone Prospectus expected to be dated 11-Sep-26 will be available on the Issuer’s website: https://www.euroclear.com/investorrelations/en/debt-investors.html