ATENOR : Prospectus EN

ATENOR SA/NV

(a limited liability company under Belgian law)

EUR 200,000,000

Euro Medium Term Note Programme

Under the Euro Medium Term Note programme (the "Programme") described in this base prospectus (the "Base Prospectus"), Atenor NV/SA (the "Issuer") may from time to time issue notes (the "Notes"). The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed EUR 200,000,000 (or its equivalent in other currencies calculated as described in the Dealer Agreement described herein), subject to increase as described herein.

The Notes may be issued on a continuing basis to one or more of the Dealers specified under "Overview of the Programme" and any additional Dealer appointed under the Programme from time to time by the Issuer (each a "Dealer" and together the "Dealers"), which appointment may be for a specific issue of Notes or on an ongoing basis. References in this Base Prospectus to the "relevant Dealer" shall, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Notes.

This Base Prospectus has been approved as a base prospectus by the Financial Services and Markets Authority (Autoriteit voor Financiële Diensten en Markten/Autorité des Services et Marchés Financiers) (the "FSMA") on 15 March 2022 as competent authority under Regulation (EU) 2017/1129, as amended from time to time (the "Prospectus Regulation"). The FSMA only approves this Base Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Approval by the FSMA should not be considered as an endorsement of the Issuer or of the quality of the Notes. Investors should make their own assessment as to the suitability of investing in the Notes. Investors should consult their own financial, legal and tax advisers before making an investment decision with respect to any Notes and carefully review the risks associated with an investment in the Notes.

Application has been made to Euronext Brussels for Notes issued under the Programme to be listed 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 on Euronext Brussels 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 the Markets in Financial Instruments Directive (Directive 2014/65/EU). The Programme furthermore provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchanges or markets as may be agreed between the Issuer and the relevant Dealer.

WARNING

Notes issued under this Programme constitute unsecured debt instruments. By subscribing to the Notes, investors lend money to the Issuer who undertakes to pay interest (if any) and to reimburse the principal amount on the maturity date. In case of bankruptcy or default by the Issuer, investors may not recover the amounts they are entitled to and risk losing all or a part of their investment. Investing in Notes issued under the Programme involves certain risks and may not be a suitable investment for all investors. Each prospective investor must carefully consider whether it is suitable for that investor to invest in the Notes in light of its knowledge and financial experience and should, if required, obtain professional advice. Prospective investors should read the Base Prospectus in its entirety and, in particular the risk factors described under the section headed "Risk Factors", setting out certain risks in relation to an investment in the Notes. See page 16 for a description of the risk factors. Investors should consider, in particular, (i) that Notes which are issued as Green Bonds may not meet all investors' expectations (including any green or sustainable performance objective) or may not be aligned with future guidelines and/or regulatory or legal criteria and failure to apply the proceeds to Eligible Green Projects or to provide any allocation or impact reporting or to have a Second Party Compliance Opinion shall not constitute an Event of Default and (ii) Notes with a long maturity and the current Covid-19 pandemic could increase the impact of the risk factors identified for the Issuer and the Notes.

The date of this Base Prospectus is 15 March 2022 in relation to Notes which are to be admitted to trading on a regulated market in the European Economic Area (the "EEA") and/or offered to the public in the EEA other than in circumstances where an exemption is available under Article 1(4) and/or Article 3(2) of the Prospectus Regulation. This Base Prospectus is valid for 12 months from its date of approval, i.e. 15 March 2023. The obligation to publish a supplement to this Base Prospectus in the event of a significant new factor, material mistake or material inaccuracy does not apply when this Base Prospectus is no longer valid.

The requirement to publish a prospectus under the Prospectus Regulation only applies to Notes which are offered to the public in the EEA other than in circumstances where an exemption is available under Article 1(4) and/or Article 3(2) of the Prospectus Regulation.

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References in this Base Prospectus to "Exempt Notes" are to Notes for which no prospectus is required to be published under the Prospectus Regulation. The FSMA has neither approved nor reviewed information contained in this Base Prospectus in connection with Exempt Notes.

Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and certain other information which is applicable to each Tranche (as defined under "T") of Notes will (other than in the case of Exempt Notes) be set out in a final terms document (the "Final Terms") which will be filed with the FSMA and, where listed, Euronext Brussels. The Issuer may also issue unlisted Notes and/or Notes not admitted to trading on any market.

Copies of Final Terms in relation to Notes to be listed on Euronext Brussels will also be published on the website the Issuer (https://www.atenor.eu/en/investors/financial-communication/emtn/). In the case of Exempt Notes, notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of the Notes, the issue price of the Notes and certain other information which is applicable to each Tranche will be set out in a pricing supplement (the "Pricing Supplement").

The distribution of this Base Prospectus and any Final Terms (as defined below) and the offering and sale of the Notes in certain jurisdictions may be restricted by law. In particular, the Notes have not been and will not be registered under the United States Securities Act of 1933 (as amended) (the "Securities Act"). Subject to certain exceptions, Notes may not be offered or sold within the United States or to U.S. persons. The Issuer is not rated. The Notes will not be rated.

The Notes will be issued in dematerialised form in accordance with Articles 7:35 et seq. of the Belgian Companies and Associations Code. The Notes will be represented 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 "NBB Securities Settlement System"). The Notes can be held by their holders through the participants in the NBB Securities Settlement System, including Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking AG, Frankfurt ("Clearstream") SIX SIS Ltd., Switzerland ("SIX SIS"), Monte Titoli S.p.A, Italy ("Monte Titoli"), Interbolsa S.A. ("Interbolsa"), Euroclear France SA ("Euroclear France") and LuxCSD S.A. ("LuxCSD"), or such other participant and through other financial intermediaries which in turn hold the Notes through Euroclear, Clearstream or other participants in the NBB Securities Settlement System. Title of the Notes will pass by account transfer, see "Settlement".

Arranger

Dealers

15 March 2022

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CONTENTS
1.	IMPORTANT INFORMATION ...............................................................................................	4
2.	PRESENTATION OF INFORMATION ..................................................................................	9
3.	OVERVIEW OF THE PROGRAMME ..................................................................................	11
4.	RISK FACTORS .....................................................................................................................	16
5.	DOCUMENTS INCORPORATED BY REFERENCE ..........................................................	33
6.	USE OF PROCEEDS ..............................................................................................................	35
7.	GREEN FINANCE FRAMEWORK.......................................................................................	36
8.	TERMS AND CONDITIONS OF THE NOTES ....................................................................	40
9.	FORM OF FINAL TERMS.....................................................................................................	68
10.	DESCRIPTION OF THE ISSUER..........................................................................................	92
11.	SETTLEMENT .....................................................................................................................	132
12.	TAXATION ..........................................................................................................................	133
13.	SUBSCRIPTION AND SALE ..............................................................................................	142
14.	GENERAL INFORMATION................................................................................................	146

15. IMPORTANT INFORMATION RELATING TO NON-EXEMPT OFFERS OF NOTES . 148

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1. IMPORTANT INFORMATION

This Base Prospectus comprises a base prospectus in respect of all Notes other than Exempt Notes issued under the Programme for the purposes of Article 8 of the Prospectus Regulation. When used in this Base Prospectus, Prospectus Regulation means Regulation (EU) 2017/1129, as amended from time to time.

1.1 Responsibility for this Base Prospectus

Atenor SA/NV (the "Issuer") accepts responsibility for the information contained in this Base Prospectus and the Final Terms for each Tranche of Notes issued under the Programme. 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 deemed to be incorporated in it by reference (see "Documents Incorporated by Reference"). This Base Prospectus shall be read and construed on the basis that those documents are incorporated and form part of this Base Prospectus.

Other than in relation to the documents which are deemed to be incorporated by reference (see "Documents Incorporated by Reference"), the information on the websites to which this Base Prospectus refers does not form part of this Base Prospectus and has not been scrutinised or approved by the FSMA.

The Dealers have not independently verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Dealers as to the accuracy or completeness of the information contained or incorporated in this Base Prospectus or any other information provided by the Issuer in connection with the Programme. No Dealer accepts any liability in relation to the information contained or incorporated by reference in this Base Prospectus or any other information provided by the Issuer in connection with the Programme.

No person is or has been authorised by the Issuer to give any information or to make any representation not contained in or not consistent with this Base Prospectus or any other information supplied in connection with the Programme or the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer or any of the Dealers.

Neither this Base Prospectus nor any other information supplied in connection with the Programme or any Notes (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a recommendation by the Issuer or any of the Dealers that any recipient of this Base Prospectus or any other information supplied in connection with the Programme or any Notes should purchase any Notes. Each investor contemplating purchasing any Notes should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer. None of the Dealers or the Issuer makes any representation to any investor in the Notes regarding the legality of its investment under any applicable laws. Any investor in the Notes should be able to bear the economic risk of an investment in the Notes.

Neither the delivery of this Base Prospectus nor the offering, sale or delivery of any Notes shall in any circumstances imply that the information contained in it concerning the Issuer is correct at any time subsequent to its date or that any other information supplied in connection with the Programme is correct as of any time subsequent to the date indicated in the document containing the same. The Dealers expressly do not undertake to review the financial condition or affairs of the Issuer during the life of the Programme or to advise any investor in Notes issued under the Programme of any information coming to their attention.

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1.2 Supplement

If at any time during the duration of the Programme there is a significant new factor, material mistake or material inaccuracy relating to information contained in this Base Prospectus which may affect the assessment of the Notes and whose inclusion in or removal from this Base Prospectus is necessary for the purpose of allowing an investor to make an informed assessment of the assets and liabilities, financial position, profits and losses 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 shall prepare an amendment or supplement to this Base Prospectus or publish a replacement Base Prospectus for use in connection with any subsequent offering of the Notes. Where Notes (other than Exempt Notes) are offered to the public, Investors who have already agreed to purchase or subscribe for the Notes prior to the publication of the supplement shall have the right, exercisable within two business days (or, from 18 March 2021 to 31 December 2022, within three business days) after the publication of the supplement to withdraw their acceptances, provided that the significant new factor, material mistake or material inaccuracy arose or was noted before the closing of the offer period or the delivery of the Notes, whichever occurs first. The final date of the right of withdrawal shall be stated in the supplement.

1.3 Restrictions on distribution and the use of this Base Prospectus and offers of notes generally

This Base Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The distribution of this Base Prospectus and any Final Terms and the offering and sale of the Notes in certain jurisdictions may be restricted by law. The Issuer and the Dealers do not represent that this Base Prospectus may be lawfully distributed, or that any Notes may be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or offering. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Base Prospectus nor any advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this Base Prospectus or any Final Terms comes are required by the Issuer and the Dealers to inform themselves about and to observe any such restrictions. For a description of certain restrictions on offers and sales of Notes and on the distribution of this Base Prospectus or any Final Terms and other offering material relating to the Notes, see "Subscription and Sale". In particular, Notes have not been and will not be registered under the United States Securities Act of 1933 (as amended) (the "Securities Act"). Subject to certain exceptions, Notes may not be offered or sold within the United States or to U.S. persons.

1.4 Prohibition of sale to EEA retail investor- PRIIPS Regulation

If the Final Terms (or Pricing Supplement, in the case of Exempt Notes) in respect of any Notes specify the "Prohibition of Sales to EEA Retail Investors" as "Applicable", the Notes are not intended, to be offered, sold or otherwise made available to and, with effect from such date, 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: (a) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); (b) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (c) not a qualified investor as defined in the Prospectus Regulation. Consequently, the Issuer has not prepared a key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation.

1.5 Prohibition of sale to UK retail investors

The Notes 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 ("UK"). For these purposes, a retail investor means a person

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