Form: Reg S dematerialised book entry in the records of the NBB-SSS
Issuer Ratings: A1 Stable / A Stable / A- Stable by Moody’s / S&P / Fitch
Exp. Issue Rating: Baa3 by Moody’s
Settlement Date: 26-Oct-26 (T+5)
Tenor: Perpetual NC 6.5-year
First Reset Date: 26-Apr-33
Currency / Size: EUR 500mn no grow
Status: Direct, unconditional, unsecured, unguaranteed and deeply subordinated obligations of the Issuer, ranking junior to all unsubordinated creditors and to holders of subordinated indebtedness (including Tier 2 Capital Instruments), and senior only to rights and claims of holders of any class of share capital of the Issuer and any obligation that ranks, or is expressed to rank, junior to the Issuer’s obligations under the Securities
Rate of Interest: Fixed rate of [•]% p.a. until the First Reset Date, then resets at the First Reset Date and every 5 years thereafter at the prevailing 5-year mid-swap rate plus the Margin (no step-up). Payable semi-annually in arrears. Act/Act ICMA following unadjusted
Margin: [•]bps (no step-up)
Coupon Payment Dates: 26 April and 26 October in each year, from (and including) 26-Apr-27
Optional Cancellation of Interest: The Issuer may decide, in its sole and absolute discretion, at any time on or before the scheduled payment date to cancel any payment of interest on any interest payment date on a non-cumulative basis
Mandatory Cancellation of Interest: Mandatory cancellation on a non-cumulative basis if and to the extent: (a) insufficient Distributable Items; (b) distributions exceeding the Maximum Distributable Amount on a solo or consolidated basis; (c) distributions have been limited or suspended by the Relevant Resolution Authority as exceeding MREL-Maximum Distributable Amount on a consolidated basis; or (d) the Competent Authority orders the Issuer to cancel the payment of interest
Issuer Call Option: In whole but not in part on any day falling in the 6-month period prior to (and including) the First Reset Date, and every Interest Payment Date thereafter, at their Prevailing Principal Amount together with any accrued but unpaid interest (excluding interest which has been cancelled), subject to prior regulatory approval and Conditions to Redemption and Purchase. The Issuer may in any case also redeem the Securities if their Prevailing Principal Amount is lower than the Original Principal Amount at such time
Other Redemption Options: In whole but not in part upon the occurrence of a Regulatory Event, a MREL/TLAC Disqualification Event, a Tax Deductibility Event or a Tax Gross-up Event, or if 75% or more of the aggregate Original Principal Amount of the Securities has been purchased by the Issuer or by others for the Issuer’s account and cancelled, at the Prevailing Principal Amount together with any accrued but unpaid interest (excluding interest which has been cancelled) and any additional amounts payable under Condition 8, subject to prior regulatory approval and Condition 5.7 (Conditions to Redemption and Purchase)
Substitution / Variation: If a Special Event (Regulatory Event, MREL/TLAC Disqualification Event, Alignment Event, Tax Deductibility Event or Tax Gross-up Event) has occurred and is continuing, the Issuer may at its option, without any requirement for the consent or approval of the holders, substitute all or vary the terms of all of the Securities so that they become or remain Qualifying Securities, subject, amongst others to the prior approval of the Competent Authority and/or the Relevant Resolution Authority (if required) and provided the new terms are not materially less favourable to holders
Trigger Event: At any time, upon either the Solo CET1 Ratio or the Consolidated CET1 Ratio falling below 5.125%
Principal Write-Down: Upon the occurrence of a Trigger Event, the Issuer shall (i) irrevocably cancel all interest accrued on each Security up to (and including) the Trigger Event Write-down Date and (ii) irrevocably reduce the then Prevailing Principal Amount of the Securities by the relevant Write-down Amount pro rata and concurrently with the write-down or conversion into equity of the then prevailing principal amount of any other Loss Absorbing Instruments
Principal Write-up: Subject to compliance with the Applicable Banking Regulations, if both a positive Solo Net Profit and a positive Consolidated Net Profit are recorded at any time while the Prevailing Principal Amount is less than the Original Principal Amount, the Issuer may, at its full discretion and subject to the Maximum Distributable Amount, the MREL-Maximum Distributable Amount and the Maximum Write-up Amount not being exceeded and no Trigger Event having occurred and being continuing, increase the Prevailing Principal Amount of the Securities up to a maximum of its Original Principal Amount on a pro rata basis with any Discretionary Temporary Write-down Instruments capable of being written up in accordance with their terms
Documentation: Preliminary Prospectus dated 19-Oct-26, final Prospectus approval expected on 22-Oct-26
Use of Proceeds: The net proceeds of the issue of the Securities will be used by the Issuer for its general corporate purposes
Listing: Official List of Luxembourg Stock Exchange
Clearing: The Securities may be held only by, and transferred only to, Eligible Investors holding their securities in an exempt securities account (X-account) that has been opened with a financial institution that is a direct or indirect participant in the NBB-SSS
Governing Law: Belgian law
Contractual recognition of powers under the BRRD: Each holder acknowledges and accepts to be bound by the exercise of Statutory Loss Absorption Powers by the Relevant Resolution Authority
Denominations: €200,000 + €200,000
Target market: Manufacturer target market (MiFID II and UK MiFIR product governance) is eligible counterparties and professional clients only. No EEA PRIIPs key information document or UK disclosure document required under DISC has been prepared, as the Securities are not available to retail investors in the EEA or the UK (as defined in COBS 3.4)
Selling Restrictions / Applic. TEFRA: The Securities may be offered and sold only outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act. Among other things, UK, Italian and Belgian selling restrictions apply – see “Subscription and Sale” section of the Preliminary Prospectus. TEFRA not applicable