KBC Group NV (Incorporated with Limited Liability in Belgium)
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KBC Group NV (incorporated with limited liability in Belgium) EUR 15,000,000,000 Euro Medium Term Note Programme Under this EUR 15,000,000,000 Euro Medium Term Note Programme (the “Programme”), KBC Group NV (the “Issuer”) may from time to time issue notes (the “Notes”) denominated in any currency agreed between the Issuer and the relevant Dealer(s) (as defined below). The aggregate nominal amount of Notes outstanding will not at any time exceed EUR 15,000,000,000 (or its equivalent in any other currencies). Any Notes issued under the Programme on or after the date of this Base Prospectus are issued subject to the provisions herein. Notes to be issued under the Programme may comprise (i) unsubordinated Notes (“Senior Notes”) and (ii) Notes which are subordinated as described herein and have terms capable of qualifying as Tier 2 Capital (as defined herein) (the “Subordinated Tier 2 Notes”). The Notes will be issued in the Specified Denomination(s) specified in the applicable Final Terms. The minimum Specified Denomination of the Notes shall be at least EUR 100,000 (or its equivalent in any other currency). The Notes have no maximum Specified Denomination. The Notes may be issued on a continuing basis to the Dealer specified below and any additional Dealer appointed under the Programme from time to time, which appointment may be for a specific issue or on an ongoing basis (each a “Dealer” and together the “Dealers”). This base prospectus (the “Base Prospectus”) has been approved on 1 June 2021 by the Belgian Financial Services and Markets Authority (Autoriteit voor Financiële Diensten en Markten/Autorité des services et marchés financiers) (the “Belgian FSMA”) in its capacity as competent authority under Regulation (EU) 2017/1129 (the “Prospectus Regulation”). It contains information relating to the issue by the Issuer of Notes under the Programme and must be read in conjunction with the documents incorporated by reference herein. The Belgian FSMA has only approved this Base Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. This approval should not be considered as an endorsement of the Issuer or the quality of the Notes that are the subject of this Base Prospectus. Investors should make their own assessment as to the suitability of investing in any Notes. In addition, application has also been made to Euronext Brussels (“Euronext Brussels”) for Notes issued under the Programme during the period of twelve months from the date of approval of the Base Prospectus to be listed on Euronext Brussels and admitted to trading on the regulated market of Euronext Brussels. References in this Base Prospectus to Notes being “listed” (and all related references) shall mean that such Notes have been listed and admitted to trading on the regulated market of Euronext Brussels. The regulated market of Euronext Brussels is a regulated market for the purposes of Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU, as amended (“MiFID II”). The Issuer may also issue Notes which are not listed or request the listing of Notes on any other stock exchange or market. This Base Prospectus is valid for twelve months from its date. The obligation to supplement the Base Prospectus in the event of a significant new factor, material mistake or material inaccuracy does not apply after this period of twelve months from the date of approval of the Base Prospectus. The Notes will be issued in dematerialised form in accordance with the provisions of the Belgian Companies and Associations Code (Wetboek van Vennootschappen en Verenigingen/Code des Sociétés et des Associations), as amended (the “Belgian Companies and Associations Code”) and cannot be physically delivered. The Notes will be represented exclusively by book entries in the records of the securities settlement system operated by the National Bank of Belgium (the “NBB”) or any successor thereto (the “Securities Settlement System”). Access to the Securities Settlement System is available through those of its Securities Settlement System participants whose membership extends to securities such as the Notes. Securities Settlement System Participants include certain banks, stockbrokers (beursvennootschappen/sociétés de bourse), Euroclear Bank SA/NV (“Euroclear”), Clearstream Banking Frankfurt (“Clearstream”), SIX SIS AG (“SIX SIS”), Monte Titoli S.p.A. (“Monte Titoli”) and Interbolsa S.A. (“Interbolsa”). Accordingly, the Notes will be eligible to clear through, and therefore accepted by, Euroclear, Clearstream, SIX SIS, Monte Titoli and Interbolsa and investors may hold their Notes within securities accounts in Euroclear, Clearstream, SIX SIS, Monte Titoli and Interbolsa. The Notes issued in dematerialised form and settled through the Securities Settlement System may be eligible as ECB collateral, provided that the applicable ECB eligibility requirements are met. Information on the aggregate nominal amount of Notes, interest (if any) payable in respect of such Notes, the issue price of such Notes and other information which is applicable to each Tranche (as defined herein) of such Notes will be set out in a final terms document (the “Final Terms”) which will be delivered to the Belgian FSMA and Euronext Brussels on or before the date of issue of the Notes of such Tranche. Copies of Final Terms in relation to Notes to be listed on Euronext Brussels will be published on the website of the Issuer (www.kbc.com/en/investor-relations/debt-issuance/kbc-group.html). Notes issued under the Programme may be rated or unrated. When an issue of a certain Series (as defined herein) of Notes is rated, its rating will not necessarily be the same as the rating applicable to the Programme (if any) and such rating may be specified in the applicable Final Terms. Whether or not a rating in relation to any Tranche of Notes will be treated as having been issued by a credit rating agency established in the European Union and registered under Regulation (EC) No 1060/2009 on credit rating agencies, as amended (the “CRA Regulation”) and/or by a credit rating agency established in the United Kingdom and registered under Regulation (EC) No 1060/2009 on credit rating agencies as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “UK CRA Regulation”) will be disclosed in the relevant Final Terms. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. Prospective investors should have regard to the factors described under the section headed “Risk Factors” in this Base Prospectus, setting out certain risks in relation to Senior Notes and Subordinated Tier 2 Notes. In particular, holders of Senior Notes and Subordinated Tier 2 Notes may lose their investment if the Issuer were to become non-viable or the Notes were to be (in the case of the Subordinated Tier 2 Notes) written down and/or converted or (in the case of the Senior Notes) bailed-in. See pages 21 to 23 of this Base Prospectus. Moreover, Subordinated Tier 2 Notes include certain risks specific to the nature of such instruments, such as subordination, write- down/conversion features, increased illiquidity, conflicts of interest and redemption. See pages 13 to 35 for a description of the risk factors and pages 26 to 28for a description of the risk factors specific to Subordinated Tier 2 Notes. The Notes may not be a suitable investment for all investors. Accordingly, prospective investors in Notes should decide for themselves whether they want to invest in the Notes and obtain advice from a financial intermediary in that respect, in which case the relevant intermediary will have to determine whether or not the Notes are a suitable investment for them. If the “Prohibition of Sales to Consumers” is specified as applicable in the Final Terms in respect of any Notes, the Notes are not intended to be offered, sold or otherwise made available, and will not be offered, sold or otherwise made available, by any Dealer to “consumers” (consumenten / consommateurs) within the meaning of the Belgian Code of Economic Law (Wetboek van economisch recht / Code de droit économique), as amended. Arranger and Dealer KBC Bank The date of this Base Prospectus is 1 June 2021. Important Information IMPORTANT INFORMATION IMPORTANT INFORMATION RELATING TO THE USE OF THIS BASE PROSPECTUS This Base Prospectus comprises a base prospectus for the purposes of Article 8 of the Prospectus Regulation and for the purpose of giving the necessary information which is material to enable investors to make an informed assessment of the assets and liabilities, profits and losses, financial position and prospects of the Issuer, the rights attaching to the Notes and the reasons for the issuance of the Notes and its impact on the Issuer. The Issuer accepts responsibility for the information contained in this Base Prospectus. To the best of the knowledge of the Issuer, the information contained in this Base Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. This Base Prospectus is to be read in conjunction with all documents which are incorporated herein by reference (see “Documents Incorporated by Reference”). Unless specifically incorporated by reference into this Base Prospectus, information contained on websites mentioned herein does not form part of this Base Prospectus and has not been scrutinised or approved by the Belgian FSMA. This Base Prospectus contains or incorporates by reference certain statements that constitute forward-looking statements. Such forward-looking statements may include, without limitation, statements relating to the Issuer’s business strategies, trends in its business, competition and competitive advantage, regulatory changes, and restructuring plans.