Obligation European Development Council Bank 0.375% ( US222213AX87 ) en USD

European Development Council Bank

100 % ▲

France

US222213AX87 ( en USD )

0.375% par an ( paiement semestriel )

09/06/2024 - Obligation échue

Prospectus brochure de l'obligation Council of Europe Development Bank US222213AX87 en USD 0.375%, échue

1 000 USD

500 000 000 USD

222213AX8

La Banque de Développement du Conseil de l'Europe (CEB) est une banque multilatérale de développement qui finance des projets dans les États membres du Conseil de l'Europe, se concentrant sur le développement régional et local, l?inclusion sociale et la protection de l?environnement.

L'Obligation émise par European Development Council Bank ( France ) , en USD, avec le code ISIN US222213AX87, paye un coupon de 0.375% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 09/06/2024

PRICING SUPPLEMENT
(To prospectus supplement dated December 22, 2020
and prospectus dated October 30, 2020)
COUNCIL OF EUROPE
DEVELOPMENT BANK
$500,000,000
0.375% Notes due June 10, 2024
Social Inclusion Bond
The Council of Europe Development Bank (the "Bank" or "CEB") will pay interest on the 0.375% Notes due June 10,
2024 (the "Notes") on June 10 and December 10 of each year. Interest will accrue on the Notes from and including June 10,
2021 and the first interest payment date will be December 10, 2021. The CEB may not redeem the Notes prior to their maturity.
There is no sinking fund for the Notes.
The CEB has applied for the Notes to be admitted to the official list of, and to trading on, the regulated market of the
Luxembourg Stock Exchange and expects the Notes to be displayed on the Luxembourg Green Exchange.
PRICE: 99.923% AND ACCRUED INTEREST, IF ANY
Underwriting
Price to
Discounts
Proceeds to
Public(1)
and Commissions(2)
CEB(3)
Per Note . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
99.923%
0.100%
99.823%
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$499,615,000.00
$500,000.00
$499,115,000.00
(1) Plus accrued interest, if any, from June 10, 2021, if settlement occurs after that date.
(2) The CEB has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act
of 1933, as amended.
(3) Before deducting expenses related to the offering.
Neither the U.S. Securities and Exchange Commission, any state securities commission, the Luxembourg Stock Exchange nor
any foreign governmental agency has approved or disapproved of these securities or determined whether this pricing supplement or
the accompanying prospectus supplement or prospectus is accurate and complete. Any representation to the contrary is a criminal
offense.
The Underwriters expect to deliver the Notes to purchasers in book-entry form only through The Depository Trust Company
("DTC") on June 10, 2021.
Citigroup
Deutsche Bank
Nomura
Société Générale
Corporate & Investment Banking
Pricing Supplement dated June 3, 2021

TABLE OF CONTENTS
Page
Pricing Supplement
WHERE YOU CAN FIND MORE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PS-3
SUMMARY OF THE OFFERING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PS-4
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PS-6
ADDITIONAL INFORMATION ON UNITED STATES TAXATION . . . . . . . . . . . . . . . . . .
PS-6
CAPITALIZATION AND INDEBTEDNESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PS-7
UNDERWRITING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PS-8
VALIDITY OF THE NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PS-10
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PS-10
GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PS-10
Prospectus Supplement
INFORMATION RELATING TO THE NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-3
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-3
DESCRIPTION OF THE NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-4
RISKS RELATING TO THE USE OF PROCEEDS OF CERTAIN NOTES . . . . . . . . . . . . . . .
S-7
Prospectus
ABOUT THIS PROSPECTUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
WHERE YOU CAN FIND MORE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2
THE COUNCIL OF EUROPE DEVELOPMENT BANK . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
DEBT RECORD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
DESCRIPTION OF SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5
GLOBAL CLEARANCE AND SETTLEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10
CURRENCY CONVERSIONS AND FOREIGN EXCHANGE RISKS . . . . . . . . . . . . . . . . .
13
UNITED STATES TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
15
VALIDITY OF THE SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
26
AUTHORIZED REPRESENTATIVE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
26
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
26
ENFORCEMENT OF CIVIL LIABILITIES AGAINST CEB . . . . . . . . . . . . . . . . . . . . . . . . .
26
This pricing supplement should be read together with the accompanying prospectus supplement dated
December 22, 2020 setting forth information relating to the Notes, the accompanying prospectus dated
October 30, 2020, and the documents incorporated herein by reference (see "Where You Can Find More
Information" in this pricing supplement). These documents taken together are herein referred to as the
"disclosure document." The documents incorporated herein by reference contain information regarding the
CEB and other matters. Further information concerning the CEB and the Notes offered hereby may be
found in the registration statement (Registration No. 333-240160) filed with the U.S. Securities and Exchange
Commission (the "SEC") under the Securities Act of 1933 relating to our debt securities described in the
prospectus.
If the information in this pricing supplement differs from the information contained in the
accompanying prospectus supplement or prospectus, you should rely on the information in this pricing
supplement. If a capitalized term is used in this pricing supplement and not defined, it is defined in the
accompanying prospectus or prospectus supplement and has the same meaning herein.
PS-1

You should rely only on the information provided in the disclosure document. We have not authorized
anyone else to provide you with different information. We are not making an offer of these securities in any
jurisdiction where the offer is not permitted.
The distribution of this disclosure document, and the offering of the Notes in certain jurisdictions may
be restricted by law. Persons into whose possession this disclosure document comes should inform themselves
about and observe any such restrictions. This disclosure document does not constitute, and may not be
used in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or
solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do
so or to any person to whom it is unlawful to make such offer or solicitation. See "Underwriting".
This pricing supplement includes particulars provided in compliance with the rules governing admission
of securities to the official list of and to trading on the regulated market of the Luxembourg Stock Exchange
for the purpose of providing information on the CEB. The disclosure document does not constitute a
"prospectus" within the meaning of Chapter 2 of Part III of the Luxembourg law dated July 16, 2019 on
Prospectuses for Securities (Loi du 16 juillet 2019 relative aux prospectus pour valeurs mobilières et portant mise
en æuvre du règlement (UE) 2017/1129). The CEB accepts full responsibility for the accuracy of the
information contained in the disclosure document and confirms, having made all reasonable inquiries, that
to the best of its knowledge and belief there are no other facts the omission of which would make any statement
herein misleading in any material respect. The CEB has not authorized anyone to give you any other
information, and the CEB takes no responsibility for any other information that others may give you. You
should not assume that the information contained in this disclosure document is accurate as of any date other
than the date on the front of each document forming part of the disclosure document, or, with respect to
information incorporated by reference, as of the date of such information.
Inquiries regarding our listing status on the Luxembourg Stock Exchange should be directed to our
Luxembourg listing agent, Banque Internationale à Luxembourg SA, 69, route d'Esch, L-2953 Luxembourg.
This pricing supplement and the accompanying prospectus and prospectus supplement will be
published on the website of the Luxembourg Stock Exchange at http://www.bourse.lu.
References herein to "euro" or "" are to the single European currency adopted by certain participating
member countries of the European Union, as of January 1, 1999. References to "U.S. dollars" or "$" are to
United States dollars.
References herein to "we" or "us" or similar expressions are to the CEB.
PS-2

WHERE YOU CAN FIND MORE INFORMATION
The registration statement on Schedule B filed by the Bank (Registration No. 333-240160), including
the attached exhibits and schedules, contains additional relevant information about the Notes. The rules
and regulations of the Securities and Exchange Commission (the "SEC") allow the Bank to omit certain
information included in the registration statement from this pricing supplement and the accompanying
prospectus and prospectus supplement. The registration statement, including its various exhibits, is available
to the public over the internet at the SEC's website: http://www.sec.gov.
The CEB files annual reports and other information with the SEC, which are available to the public
over the internet at http://www.sec.gov. The SEC allows the Bank to "incorporate by reference" the documents
that the Bank files with the SEC, which means that the CEB can disclose important information to you by
referring you to those documents. The information incorporated by reference is considered to be part of this
pricing supplement and the accompanying prospectus and prospectus supplement, and later information
that the CEB files with the SEC will automatically update and supersede this information, as well as the
information included in this pricing supplement and the accompanying prospectus and prospectus
supplement. We incorporate by reference the annual report on Form 18-K for the CEB for the fiscal year
ended December 31, 2020, as filed with the SEC on April 19, 2021 (File No. 333-164460) (the "Annual
Report") and any future periodic reports and amendments filed with the SEC under the United States
Securities Exchange Act of 1934, as amended, between the date of this pricing supplement and the termination
of the offering of the Notes. The Bank's Form 18-K and amendments on Form 18-K/A contain or will
contain, among other information, its most recently published annual report and financial statements, from
time to time.
You can obtain any of the documents incorporated by reference in this document through us or from
the SEC as described above. Documents incorporated by reference are available without charge by requesting
them in writing or by telephone from the CEB at the following address and telephone number:
Council of Europe Development Bank
55, avenue Kléber
75116 Paris, France
+33 (0)1 47 55 55 00
PS-3

SUMMARY OF THE OFFERING
The following summary is qualified in its entirety by, and should be read in conjunction with, the more
detailed information appearing elsewhere in this pricing supplement and the accompanying prospectus
supplement and prospectus.
Issuer . . . . . . . . . . . . . . . . . . .
Council of Europe Development Bank.
Securities Offered . . . . . . . . . . .
$500,000,000 principal amount of 0.375% Notes due June 10, 2024.
Issue Date . . . . . . . . . . . . . . . .
June 10, 2021.
Maturity Date . . . . . . . . . . . . .
June 10, 2024.
Interest Payment Dates . . . . . . .
June 10 and December 10 of each year, with interest accruing from
June 10, 2021 and the first interest payment being made on
December 10, 2021.
Interest Rate . . . . . . . . . . . . . .
0.375% per annum, from June 10, 2021. Interest will be calculated
on the basis of a 360-day year consisting of twelve 30-day months,
subject to the Business Day Convention as described in the
accompanying prospectus supplement.
Redemption . . . . . . . . . . . . . .
The Notes are not subject to redemption prior to maturity.
Settlement Cycle . . . . . . . . . . .
T+5.
Listing . . . . . . . . . . . . . . . . . .
The CEB has applied for the Notes to be admitted to the official list
of and to trading on the regulated market of the Luxembourg
Stock Exchange and expects the Notes to be displayed on the
Luxembourg Green Exchange.
Form, Registration and
Settlement . . . . . . . . . . . . . .
The Notes will be represented by the Global Note registered in the
name of Cede & Co. as nominee for DTC. The Global Note will be
deposited with a custodian for DTC. Except as described in the
accompanying prospectus, beneficial interests in the Global Note
will be represented through accounts of financial institutions acting
on behalf of the beneficial owners as direct and indirect participants
in DTC. Investors may elect to hold interests in the Global Note
through DTC, if they are participants in DTC, or indirectly
through organizations that are participants in DTC. Owners of
beneficial interests in the Global Note will not be entitled to have
Notes registered in their names and will not receive or be entitled to
receive physical delivery of definitive Notes. Initial settlement for
the Notes will be made in immediately available funds in U.S. dollars.
See "Global Clearance and Settlement" in the accompanying
prospectus.
Withholding Tax; No Additional
Amounts . . . . . . . . . . . . . . .
The CEB has been advised that under current United States tax law
payments of principal of and interest on the Notes may generally
be made by the CEB without withholding or deduction for United
States withholding taxes, assuming that the requirements set forth
under "United States Taxation -- United States Alien Holders"
and "United States Taxation -- Backup Withholding and
Information Reporting" in the accompanying prospectus are
satisfied. The CEB will not pay additional amounts to holders of
Notes who are individuals in respect of any withholding tax. For
further details, see "United States Taxation" in the accompanying
PS-4

prospectus and "Description of the Notes -- No Payment of
Additional Amounts" in the accompanying prospectus supplement.
Fiscal Agent . . . . . . . . . . . . . .
Citibank, N.A., London Branch will be acting in its capacity as
Fiscal Agent through its office located at Citigroup Centre, Canada
Square, Canary Wharf, London E14 5LB, United Kingdom.
PS-5

USE OF PROCEEDS
The CEB intends to allocate an amount equivalent to the net proceeds raised through this offering of
the Notes (the "Proceeds") to the financing and/or refinancing, in part or in full, of new and/or existing
eligible social loans according to its Social Inclusion Bond Framework (the "Eligible Social Loans"). The
CEB's Social Inclusion Bond Framework is aligned with the International Capital Markets Association's
"Social Bond Principles". Eligible Social Loans can finance projects in one or several of the following sectors
of action: (i) social housing for low-income persons: projects for the renovation, construction or refurbishing
of housing and for the conversion of buildings into housing so as to provide decent housing for low-
income persons; (ii) education and vocational training: projects concerning education, including vocational
training, and related basic infrastructure with the aim to provide access to education and vocational training;
(iii) supporting micro, small and medium-sized enterprises ("MSMEs") for the creation and preservation
of viable jobs: projects facilitating access to credit for MSMEs for the prime purpose of promoting the
creation and preservation of viable jobs; and (iv) health: projects concerning health and related infrastructure
with the aim to improve and protect public health, in particular providing assistance to vulnerable
populations.
The Bank will manage the Proceeds from the Notes, which will be included in the Bank's treasury, by
applying a notional equivalence approach between the Proceeds and the Eligible Social Loans financed.
Eligible Social Loans will have been disbursed in the two years immediately preceding the issue date of the
Notes or will be disbursed in the two years immediately following the issue date of the Notes. The process for
project evaluation and selection of Eligible Social Loans is based on the Bank's loan policies, which focus
on vulnerable groups and exclude controversial sectors. Until full allocation of the Proceeds, any unallocated
funds will be managed in line with the standard processes of the Bank's treasury.
The Bank will publish a report on the allocation of Proceeds on its website in the calendar year
following the issue date of the Notes. Such report will include an overview of the Eligible Social Loans to
which the Proceeds have been allocated, provide information on the allocation per sector of action and per
year of disbursement and, for each selected sector of action, specify the distribution of the Proceeds by year
of disbursement and by country. The report will also summarize the social impact of the Eligible Social
Loans based on certain quantitative indicators. If the Proceeds have not been fully allocated at the time of
the publication of this report, the Bank will publish a second report including the same information after full
allocation of the Proceeds and at the latest by the end of the second calendar year following the issue date
of the Notes. Any information available on or accessible through the CEB's website is not incorporated herein
by reference.
For information on certain risks related to the Notes, see "Risks Relating to the Use of Proceeds of
Certain Notes" set forth in the accompanying prospectus supplement.
ADDITIONAL INFORMATION ON UNITED STATES TAXATION
The following supplements the discussion under the "United States Taxation" section of the
accompanying prospectus regarding the U.S. federal income tax treatment of the Notes, and is subject to
the limitations and exceptions set forth therein.
As discussed under "-- United States Holders -- Book/Tax Conformity" in the accompanying
prospectus, United States holders that use an accrual method of accounting for tax purposes ("accrual
method holders") generally are required to include certain amounts in income no later than the time such
amounts are reflected on certain financial statements (the "book/tax conformity rule"). However, recently
finalized regulations generally would exclude, among other items, original issue discount and market discount
(in either case, whether or not de minimis) from the applicability of the book/tax conformity rule.
PS-6

CAPITALIZATION AND INDEBTEDNESS
The following table sets forth the CEB's capitalization and indebtedness as of December 31, 2020. It
does not otherwise give effect to any transaction since that date. Since December 31, 2020, there has been
no material change in the capitalization of CEB except for the following issuances:
· Under the CEB's Euro Medium Term Note Program: EUR 1.0 billion 0.000% notes due 2031 in
January 2021, HKD 300 million (approximately EUR 32 million based on the exchange rate at the
time of the issuance) 0.300% notes due 2024 in February 2021, EUR 50 million 0.000% notes due 2031
in February 2021, GBP 400 million (approximately EUR 467 million based on the exchange rate at
the time of the issuance) 0.375% notes due 2025 in March 2021, EUR 500 million 0.000% notes due
2028 in April 2021, EUR 150 million 1.750% notes due 2024 in April 2021, and GBP 175 million
(approximately EUR 201 million based on the exchange rate at the time of the issuance) 0.375% notes
due 2025 in May 2021. Furthermore, on June 1, 2021, the CEB priced EUR 15 million 0.310%
notes due 2032 (if not called in 2023). The pending transaction is expected to close on June 9, 2021.
· Under the CEB's Euro Commercial Paper Program: approximately EUR 2.263 billion (based on the
exchange rate as at June 2, 2021) issued since January 1, 2021 and outstanding as of June 2, 2021.
As of
December 31,
2020
(in
thousands
of euros)
Short-term Debt(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,178,802
Long-term Debt(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
18,704,503
Equity
Capital(3)
Subscribed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,477,144
Uncalled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(4,864,180)
Called . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
612,964
General Reserve(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,553,081
Gains or losses recognized directly in equity . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(108,670)
Net profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
74,802
Total Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,132,177
Total Capitalization(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
21,836,680
(1) See "Financial Review -- Balance Sheet -- Funding" in the CEB's Annual Report on Form 18-K for
the fiscal year ended December 31, 2020, filed with the SEC on April 19, 2021 (the "Annual Report for
2020"). Consists of current portion of long-term debt plus existing debt securities with a maturity of
less than one year as of the issue date, excluding accrued interest and value adjustment of debt securities
hedged by derivatives.
(2) See "Financial Review -- Balance Sheet -- Funding" in the Annual Report for 2020. Consists of non-
current portion of debt securities with a maturity of more than one year as of the issue date, excluding
accrued interest and value adjustment of debt securities hedged by derivatives. None of the CEB's
debt is guaranteed by other parties or secured.
(3) See "Capital Structure -- Subscribed, Called and Uncalled Capital" in the Annual Report for 2020.
(4) The CEB's general reserve represents retained earnings and a portion of the contributions paid in by
new Member States upon accession. See "Capital Structure -- Reserves" in the Annual Report for 2020.
(5) Total capitalization consists of long-term debt and total equity.
PS-7

UNDERWRITING
The Bank intends to offer the Notes through Citigroup Global Markets Europe AG, Crédit Agricole
Corporate and Investment Bank, Nomura Financial Products Europe GmbH and Société Générale as
Underwriters. Subject to the terms and conditions of the underwriting agreement with the CEB, dated
October 14, 2020, the Underwriters have agreed to purchase, and the CEB has agreed to sell to the
Underwriters, $500,000,000 in principal amount of Notes, as indicated in the table below:
Principal Amount
Underwriter
of the Notes
Citigroup Global Markets Europe AG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$125,000,000
Deutsche Bank Aktiengesellschaft . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$125,000,000
Nomura Financial Products Europe GmbH . . . . . . . . . . . . . . . . . . . . . . . . . .
$125,000,000
Société Générale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$125,000,000
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$500,000,000
The underwriting agreement provides that the Underwriters are obligated to purchase all of the Notes
if any are purchased.
The Underwriters propose to offer the Notes initially at the offering price on the cover page of this
prospectus supplement.
The Underwriters may offer such Notes to selected dealers at the public offering price minus a selling
concession of up to 0.100% of the principal amount of the Notes. After the initial offering, the Underwriters
may change the public offering price and other selling terms.
The CEB has agreed to indemnify the Underwriters against certain liabilities, including liabilities under
the Securities Act of 1933, or to contribute to payments the Underwriters may be required to make in respect
of those liabilities.
The total expenses of the offering to the CEB, excluding underwriting discounts and commissions, are
estimated to amount to approximately $100,000.
The Notes are a new issue of securities with no established trading market. The CEB has been advised
by the Underwriters that they presently intend to make a market in the Notes after completion of the offering.
However, they are under no obligation to do so and may discontinue any market-making activities at any
time without any notice. No assurance can be given with respect to the liquidity of the trading market for the
Notes or that an active public market for the Notes will develop. If an active public trading market for the
Notes does not develop, the market price and liquidity of the Notes may be adversely affected.
In connection with this offering, the Underwriters may, subject to applicable laws and regulations,
purchase and sell the Notes in the open market. These transactions may include short sales, stabilizing
transactions and purchases to cover positions created by short sales. Short sales involve the sale by the
Underwriters of a greater number of Notes than they are required to purchase in this offering. Stabilizing
transactions consist of certain bids or purchases made for the purpose of preventing or retarding a decline in
the market price of the Notes while the offering is in progress.
These activities by the Underwriters may stabilize, maintain or otherwise affect the market price of the
Notes. As a result, the price of the Notes may be higher than the price that otherwise might exist in the open
market. If these activities are commenced, they may be discontinued by the Underwriters at any time.
Offers and sales in the United States are expected to be made through affiliates of the Underwriters that
are registered as broker-dealers, acting as U.S. selling agents.
Other relationships
The Underwriters and their affiliates from time to time may have provided certain investment banking,
commercial banking and financial advisory services to the Bank, for which they have received customary
PS-8

fees, commissions and other payments, and they may provide such services to us in the future, for which
they would receive customary fees, commissions and other payments.
Notice by the Underwriters to distributors regarding MiFID II product governance
Solely for the purposes of each Underwriter's product approval process, the target market assessment
made by the Underwriters in respect of the Notes has led the Underwriters to the conclusion that: (i) the
target market for the Notes is eligible counterparties, professional clients and retail clients each as defined in
Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels for distribution of the Notes are
appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should
take into consideration the Underwriters' target market assessment; however, a distributor subject to
MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either
adopting or refining the Underwriters' target market assessment) and determining appropriate distribution
channels, subject to the distributor's suitability and appropriateness obligations under MiFID II, as applicable.
The Issuer does not fall under the scope of application of MiFID II and, in particular, does not qualify as
a manufacturer or distributor for the purposes of MiFID II.
PS-9