YOUR AGREEMENT TO THE CONDITIONS AND TERMS OF USE FOR PRESENTATION ACCESS
You may not reproduce any part of the contents of this site.
You agree that you will not copy, print, download, record, distribute or re-transmit, in whole or in part, the investor roadshow presentation (the “Presentation”) contained on this site. You may not disclose the contents of the Presentation to any other person.
The Securities (as defined below) discussed in the Presentation are complex financial instruments and are not a suitable or appropriate investment for all investors, especially retail investors. In some jurisdictions (including Belgium and the United Kingdom), regulatory authorities have adopted or published laws, regulations or guidance with respect to the offer or sale of securities such as the Securities to retail investors. Potential investors in the Securities should inform themselves of, and comply with, any applicable laws, regulations or regulatory guidance with respect to any resale of the Securities (or any beneficial interests therein).
With respect to the offering of the Securities, you understand that you should not rely on the Presentation but should refer to the preliminary prospectus dated xx/10/2024 (the “Preliminary Prospectus”) and the final prospectus (together, the “Offer Documents”) for further and more complete information (including the risk factors) about the proposed offering and the Undated Deeply Subordinated Additional Tier 1 Fixed Rate Resettable Callable Securities (the “Securities”) to be issued by Belfius Bank SA/NV (the "Issuer") to be sold in the proposed offering.
In addition, the Presentation must be read together in conjunction with the tender offer memorandum (the “Tender Offer Memorandum”) relating to the contemplated concurrent tender offer (the “Tender Offer”) by the Issuer. The Tender Offer Memorandum contains important information which should be read carefully before any decision is made with respect to the Tender Offer. If anyone is in any doubt as to the contents of the Presentation and/or the Tender Offer Memorandum or the action it should take, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Neither the Presentation nor the Tender Offer Memorandum constitutes an invitation to participate in the Tender Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of the Presentation, the Tender Offer Memorandum and/or any other materials relating to the Tender Offer in certain jurisdictions may be restricted by law. Persons into whose possession the Presentation, the Tender Offer Memorandum and/or any other materials relating to the Tender Offer come(s) are required by the Issuer to inform themselves about, and to observe, any such restrictions. Neither the Presentation, the Tender Offer Memorandum nor the electronic transmission thereof constitutes an offer to buy or a solicitation of an offer to sell securities (and tenders of securities in the Tender Offer will not be accepted) in any circumstances in which such offer or solicitation is unlawful.
Accessing this website from certain jurisdictions may be restricted by law and persons intending to access this website should inform themselves about and observe any such restrictions.
Viewing the Presentation on an internet website:
You are responsible for protecting against viruses and other destructive items. Your use of this website is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses or other items of a destructive nature.
You are reminded that any acquisition of the Securities in the proposed offering is made solely on the basis of information contained in the Offer Documents in connection with the proposed offering which may be different from the information contained in the Presentation.
The Presentation contains forward-looking statements that necessarily involve risks and uncertainties, including (but not limited to) statements about plans, objectives, expectations and intentions. These forward-looking statements are based on a series of assumptions, both general and specific, regarding, among other things, the Issuer’s strategies and future business environment. Readers are cautioned that forward-looking statements include known and unknown risks and are subject to significant business, economic and competitive uncertainties and contingencies (including matters not yet known to the Issuer or its management or not currently considered material), many of which are beyond the control of the Issuer. Should one or more of these risks, uncertainties or contingencies materialise, or should any underlying assumptions prove to be incorrect, actual results could vary materially from those anticipated, expected, estimated or projected. No rights may be derived from any information included in the Presentation. As a result, neither the Issuer nor any other person assumes any responsibility in that respect. All opinions, estimates and projections contained in the Presentation are indicative and are those of the Issuer as of the date of the Presentation and are subject to change at any time without notice.
IT IS IMPORTANT THAT YOU REVIEW AND COMPLY WITH THE RELEVANT FOLLOWING COUNTRY/REGIONAL SPECIFIC REQUIREMENTS. They apply only to the extent that you are incorporated, resident or otherwise located in the country/region whose name appears as a heading to these requirements.
IF YOU ARE NOT INCORPORATED, RESIDENT OR OTHERWISE LOCATED IN A COUNTRY/REGION NAMED BELOW OR A PROHIBITED COUNTRY, you must inform yourself about and observe any restrictions in relation to access to this website and receipt of the Presentation under all applicable law and regulation, as access thereto and receipt thereof is restricted strictly to eligible institutional investors in each jurisdiction.
United States
The Presentation does not constitute or form a part of any offer or solicitation to purchase or subscribe for the Securities in the United States. Neither the Presentation nor any part or copy of it may otherwise be re-taken or re-transmitted into the United States or re-presented or re-distributed, directly or indirectly, in the United States.
The Securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) or the securities law of any state or other jurisdiction of the United States, and the Securities may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the registration requirements of the Securities Act. The Presentation and the information contained therein are not an offer of securities for sale in the United States, its territories or possessions or to any U.S. person (within the meaning of Regulation S under the Securities Act) and the Presentation and its contents may not be viewed by persons within the United States.
Any Member State in the EEA
The Presentation is an advertisement and not a prospectus and investors should not subscribe for or purchase any Securities referred to in the Presentation except on the basis of the Offer Documents.
The Securities are not intended to be offered, sold or otherwise made available to, and should not be offered, sold or otherwise made available to, any retail investor in the European Economic Area (“EEA”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended (“MiFID II”) or (ii) a customer within the meaning of Directive (EU) 2016/97, as amended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.
You must also comply with applicable specific additional individual EEA Member State provisions.
The Securities are also not intended to be offered, sold or otherwise made available, and should not be offered, sold or otherwise made available, in Belgium to consumers (consumenten/consommateurs) within the meaning of the Belgian Code of Economic Law (Wetboek van economisch recht/Code de droit économique), as amended.
United Kingdom
The Presentation is being distributed only to, and is directed only at, persons in the United Kingdom or in circumstances where the provisions of Section 21 of the Financial Services and Markets Act 2000, as amended (the “Financial Services and Markets Act”) do not apply to the Issuer and is directed solely at persons in the United Kingdom who (i) have professional experience in matters relating to investments, such person falling within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) are persons falling within Article 49(2) of the Order or other persons to whom it may lawfully be communicated (all such persons together being referred to as “Relevant Persons”).
The Presentation must not be acted on or relied on in the United Kingdom by persons who are not Relevant Persons. Any investment or investment activity to which the Presentation relates is available in the United Kingdom only to Relevant Persons, and will be engaged in only with such persons. The Presentation and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other person.
The Securities are not intended to be offered, sold or otherwise made available to, and should not be offered, sold or otherwise made available to, any retail investor in the United Kingdom. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”) or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act and any rules or regulations made under the Financial Services and Markets Act to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA.
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- You agree with the foregoing;
- If you are accessing this website, you are not a U.S. person (within the meaning of Regulation S under the Securities Act);
- If you are accessing this website from the United Kingdom, you are a Relevant Person;
- You are not a retail investor in the EEA nor a retail investor in the United Kingdom, each as defined above;
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- You agree to the terms of the disclaimer included on the Presentation. Irrespective of where you are resident or incorporated, you are an institution that is permitted within your home jurisdiction and in the jurisdiction in which you are accessing this website, under applicable law and regulation, to access and receive information of the kind contained in this website; and
- You acknowledge that each of the Issuer and the Managers (as defined in the Presentation) will rely on the truth and accuracy of the above representations, warranties, agreements, undertakings and confirmations.
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