The Euroclear Bank EMTN prospectus before & after

Plain language in capital markets

Extract 1 – Important information

Before - Euroclear EMTN 2022 prospectus

This Base Prospectus is to be read in conjunction with all documents. This Base Prospectus is to be read in conjunction with all documents which are incorporated herein by reference (see 'Documents Incorporated by Reference'). This Base Prospectus should be read and construed together with any amendments or supplements hereto and, in relation to any Tranche of Notes, should be read and construed together with the applicable Final Terms.

After - Euroclear EMTN 2023 prospectus

As a potential investor, you must read all of the below.

  • This Base Prospectus and its amendments or supplements, if any.
  • All documents we incorporate by reference (see 'Documents Incorporated by Reference').
  • The Final Terms of the relevant Tranche of Notes.

Extract 2 – Cover text – on listed versus unlisted notes

Before - Euroclear EMTN 2022 prospectus

Such approval relates only to the Notes which are to be admitted to trading on a regulated market for the purposes of Directive 2014/65/EU (as amended, 'MiFID II') and/or which are to be offered to the public in any Member State of the European Economic Area (the 'EEA') (such Notes being the 'Listed Notes'). Application has been made to the Irish Stock Exchange plc trading as Euronext Dublin ('Euronext Dublin') for Notes issued under the programme to be admitted to the official list of Euronext Dublin (the 'Official List') and to trading on its regulated market (the 'Regulated Market'). The Regulated Market is a regulated market for the purposes of MiFID II. No certainty can be given that the application for the listing of any Notes will be granted. Furthermore, admission of the Notes to the Official List and trading on the Regulated Market is not an indication of the merits of the Issuer or the Notes. Unlisted Notes may also be issued under the programme (the 'Unlisted Notes'). The CBI has neither reviewed nor approved any information in this Base Prospectus pertaining to the Unlisted Notes

After - Euroclear EMTN 2023 prospectus

We may issue either Listed Notes or Unlisted Notes under this programme.

Listed Notes are Notes which:

  • will be admitted to trading on a regulated market for the purposes of Directive 2014/65/EU (as amended, 'MiFID II'); and/or
  • are to be offered to the public in any Member State of the European Economic Area (the 'EEA').

For Listed Notes, we will set out the following information in the relevant Final Terms:

  • The aggregate nominal amount of the Notes.
  • The interest, if any, that we will pay under the Notes.
  • The issue price of the Notes.
  • Other relevant information.

Extract 3 – On maturities

Before - Euroclear EMTN 2022 prospectus

Subject to compliance with all relevant laws, regulations and directives, Senior Preferred Notes (as defined below) may be issued with any maturity from one month from the date of original issue and Senior Non-Preferred Notes (as defined below) may be issued with any maturity from one year from the date of original issue. Additionally, all Notes may be issued with no specified maturity.

After - Euroclear EMTN 2023 prospectus

Subject to compliance with all relevant laws, regulations and directives:


Extract 4 – Important information – on liability

Before - Euroclear EMTN 2022 prospectus

To the fullest extent permitted by law, neither any Dealer nor the Arranger accept any responsibility for the contents of this Base Prospectus or for any other statement made or purported to be made by the Arranger or any Dealer or on its behalf in connection with the Issuer or the issue and offering of the Notes. The Arranger and each Dealer accordingly disclaim all and any liability whether arising in tort or contract or otherwise (save as referred to above) which they might otherwise have in respect of this Base Prospectus or any such statement. Neither this Base Prospectus nor any other financial statements are 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 or any Dealer that any recipient of this Base Prospectus or any other financial statements should purchase Notes. Each potential purchaser of Notes should determine for itself the relevance of the information contained in this Base Prospectus and its purchase of Notes should be based upon such investigation as it deems necessary. No Dealer nor the Arranger undertakes to review the financial condition or affairs of the Issuer during the life of the arrangements contemplated by this Base Prospectus nor to advise any investor or potential investor in the Notes of any information coming to the attention of any Dealer or the Arranger.

After - Euroclear EMTN 2023 prospectus

The Arranger and Dealers accept no responsibility, as far as law allows, for:

  • the contents of this Base Prospectus
  • any other statement made or claimed to be made by them or on their behalf about the Issuer or the issue and offering of the Notes

The Arranger and Dealers disclaim all liability whether arising in tort or contract or otherwise (except as referred to above) which they might otherwise have for this Base Prospectus or any such statement.

This Base Prospectus and any other financial statements are not intended to:

  • form the basis of any credit or other evaluation
  • be a recommendation of any of the Issuer, the Arranger or any Dealer for you to buy Notes

You must determine for yourself the relevance of the information in this Base Prospectus and investigate as you deem necessary before buying any Notes. During the life of the arrangements under this Base Prospectus, the Arranger and Dealers will not review our financial condition or affairs, nor will they advise you of any information coming to their attention.


Extract 5 – Overview of the programme

Before - Euroclear EMTN 2022 prospectus

The Senior Non-Preferred Notes are issued pursuant to the provisions of article 389/1, 2° of the Belgian Banking Law. The Senior Non-Preferred Notes will be direct, unconditional and unsecured (chirographaires/chirografaire) 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 any subordinated obligations of the Issuer and (iii) junior to present or future claims of (a) depositors of the Issuer, (b) other unsubordinated creditors of the Issuer that are not creditors in respect of Senior Non-Preferred Obligations of the Issuer and (c) all other present and future claims as may be preferred by laws of general application

After - Euroclear EMTN 2023 prospectus

We issue Senior Non-Preferred Notes pursuant to article 389/1, 2° of the Belgian Banking Law. They are our direct, unconditional, senior and unsecured (chirographaires/chirografaire) obligations.

They rank at all times equally (pari passu), without any preference among themselves, with our other present and future Senior Non-Preferred Obligations. If we are insolvent, this ranking will only apply to the extent allowed by laws on creditors' rights.

The Senior Non-Preferred Notes also rank according to the following table: