Obligation Central American Integration Bank 3.95% ( XS1484899395 ) en CNY

Central American Integration Bank

100 % ▼

Honduras

XS1484899395 ( en CNY )

3.95% par an ( paiement annuel )

21/09/2019 - Obligation échue

Prospectus brochure de l'obligation Central American Bank for Economic Integration XS1484899395 en CNY 3.95%, échue

1 000 000 CNY

700 000 000 CNY

La Banque centro-américaine d'intégration économique (BCIE) est une institution financière multilatérale qui soutient le développement économique et social des pays d'Amérique centrale.

L'Obligation émise par Central American Integration Bank ( Honduras ) , en CNY, avec le code ISIN XS1484899395, paye un coupon de 3.95% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 21/09/2019

BASE PROSPECTUS

US$10,000,000,000
Central American Bank for Economic Integration
Medium-Term Note Program
Under its Medium-Term Note Program (the "Program"), Central American Bank for Economic Integration
("CABEI") may from time to time issue its Medium-Term Notes (the "Notes") as specified in a supplement to this
Base Prospectus (a "Final Terms"). The aggregate principal amount of all Notes will not exceed
US$10,000,000,000 (or the equivalent thereof in other currencies or composite currencies), subject to increase.
The terms of the Notes, which in each case will be specified in a Final Terms, may differ from those
described herein. Notes may be denominated in U.S. dollars, Japanese ¥, euro, a currency of a Founding Member
(as defined below), or other currencies or composite currencies, as specified in the applicable Final Terms. If Notes
are to be denominated in a composite currency, the applicable Final Terms will establish the mechanism for
determining the value of such composite currency. Any date of payment or amount payable in respect of principal,
interest or premium payable on the Notes may be determined by reference to specified currency, security,
commodity, interest rate and/or other indices or formulas and/or other measures, instruments or events as specified
in the relevant Final Terms. Subject to certain exceptions, payments on the Notes will be made without deduction
for, or on account of, any withholding taxes imposed by or within the Founding Members. See "Terms and
Conditions of the Notes--Additional Amounts".
Interest on fixed rate notes and floating rate notes will be payable on the dates specified in the applicable
Final Terms and at maturity. Zero coupon notes generally will not bear interest. Unless otherwise specified in the
applicable Final Terms, Notes will not be subject to redemption at the option of CABEI.
See "Risk Factors" beginning on page 15 of this Base Prospectus for a discussion of certain factors to
be considered in connection with an investment in the Notes.
CABEI may determine to list Notes issued under the Program on the Luxembourg Stock Exchange for
trading on the Euro MTF Market, the London Stock Exchange and/or any other applicable exchange. Notes issued
under the Program may be listed on one or more stock exchanges or may be unlisted as specified in the applicable
Final Terms. This Base Prospectus replaces and supersedes the Base Prospectus dated May 11, 2022. This Base
Prospectus is valid for a period of one year (12 months) from the date hereof.
This Base Prospectus does not comprise a base prospectus for the purposes of Article 8 of Regulation (EU)
2017/1129 (as amended) (the "Prospectus Regulation"). Pursuant to Article 1(2)(b) of the Prospectus Regulation, no
offer of the Notes will be subject to the prospectus requirements of the Prospectus Regulation as a result of CABEI's
status as a public international body of which one or more Member States of the European Economic Area is a
member. This Base Prospectus does not comprise a base prospectus for the purposes of Article 8 of
Regulation (EU) 2017/1129 as it forms part of United Kingdom ("UK") domestic law by virtue of the European
Union (Withdrawal) Act 2018 (the "EUWA") (the "UK Prospectus Regulation") or section 85 of the Financial
Services and Markets Act 2000 (as amended, the "FSMA"). Pursuant to Article 1(2)(b) of the UK Prospectus
Regulation and section 85(6) of the FSMA, no offer of the Notes will be subject to the prospectus requirements of
the UK Prospectus Regulation or the FSMA as a result of CABEI's status as a public international body of which
one or more states Area is a member.
1

The Notes have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), or any state securities laws and are being offered and sold in the United States only to qualified institutional
buyers within the meaning of Rule 144A under the Securities Act and outside the United States in accordance with
Regulation S under the Securities Act. For a description of certain restrictions on transfers of the Notes, see "Terms
and Conditions of the Notes", "Offering and Sale" and "Notice to Investors".
Offers to purchase Notes may be solicited, on a reasonable efforts basis, from time to time on behalf of
CABEI by the Agents referred to in "Offering and Sale". Notes also may be sold to the Agents for their own
account at negotiated discounts or commissions for resale to other purchasers. CABEI reserves the right to sell
Notes directly on its own behalf in certain circumstances or to or through other brokers or dealers. CABEI reserves
the right to withdraw, cancel or modify the offering of the Notes contemplated hereby without notice. No
termination date for the offering of the Notes has been established. CABEI or any Agent may reject any offer made
to or through it in whole or in part. See "Offering and Sale".
______________________
May 30, 2023

2

You should rely only on the information contained or incorporated by reference in this Base Prospectus.
CABEI has not authorized anyone to provide you with different information. CABEI is not making an offer of the
Notes in any state where the offer is not permitted. You should not assume that the information contained in this
Base Prospectus is accurate as of any date other than the date on the front of this Base Prospectus.
___________________
TABLE OF CONTENTS
Page
DOCUMENTS INCORPORATED BY REFERENCE ................................................................................................ 7
SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES ............................................................. 8
FORWARD-LOOKING STATEMENTS ..................................................................................................................... 8
PRESENTATION OF FINANCIAL INFORMATION ................................................................................................ 9
SUMMARY ................................................................................................................................................................ 10
RISK FACTORS ......................................................................................................................................................... 15
CENTRAL AMERICAN BANK FOR ECONOMIC INTEGRATION...................................................................... 21
LEGAL STATUS OF CABEI ..................................................................................................................................... 22
USE OF PROCEEDS .................................................................................................................................................. 23
CAPITALIZATION .................................................................................................................................................... 23
CAPITAL STRUCTURE ............................................................................................................................................ 24
SELECTED FINANCIAL INFORMATION .............................................................................................................. 29
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS .............................................................................................................................................. 33
BUSINESS .................................................................................................................................................................. 40
MANAGEMENT ........................................................................................................................................................ 62
RECENT DEVELOPMENTS ..................................................................................................................................... 65
TERMS AND CONDITIONS OF THE NOTES ........................................................................................................ 66
FORM OF FINAL TERMS ......................................................................................................................................... 96
CERTAIN PROVISIONS RELATING TO THE FORMS OF THE NOTES ........................................................... 102
LIMITATIONS ON ISSUANCE OF BEARER NOTES .......................................................................................... 108
IMPORTANT TAX CONSIDERATIONS ............................................................................................................... 109
OFFERING AND SALE ........................................................................................................................................... 122
NOTICE TO INVESTORS ....................................................................................................................................... 127
VALIDITY OF THE NOTES ................................................................................................................................... 129
INDEPENDENT AUDITORS .................................................................................................................................. 129
GENERAL INFORMATION .................................................................................................................................... 130
THE FOUNDING MEMBERS ................................................................................................................................. 131
INDEX TO FINANCIAL STATEMENTS ............................................................................................................... 132
____________________
3

CABEI has made all reasonable inquiries and confirms that, to the best of its knowledge, the information
contained herein with regard to CABEI and the Notes is true and accurate in all material respects and is not
misleading, that the opinions and intentions expressed in this Base Prospectus are honestly held and that there are no
other facts the omission of which would make this Base Prospectus as a whole or any of the information or the
expression of any of these opinions or intentions misleading. CABEI accepts responsibility accordingly.
This Base Prospectus has been prepared by CABEI solely for use in connection with the proposed offering
of the Notes.
The Agents make no representation or warranty, express or implied, as to the accuracy or completeness of
the information contained in this Base Prospectus. Nothing contained in this Base Prospectus is, or shall be relied
upon as, a promise or representation by the Agents as to the past or future. The Agents assume no responsibility for
the accuracy or completeness of any of the information contained herein (financial, legal or otherwise).
Neither the U.S. Securities and Exchange Commission, any state securities commission nor any other
U.S. regulatory authority has approved or disapproved the Notes, nor have any of the foregoing authorities passed
upon or endorsed the merits of this offering or the accuracy or adequacy of this Base Prospectus. Any
representation to the contrary is a criminal offense.
In making an investment decision, prospective investors must rely on their own examination of CABEI and
the terms of the offering, including the merits and risks involved. Prospective investors should not construe
anything in this Base Prospectus as legal, business or tax advice. Each prospective investor should consult its own
advisors as needed to make its investment decision and to determine whether it is legally permitted to purchase the
securities under applicable legal investment or similar laws or regulations. Investors should be aware that they may
be required to bear the financial risks of this investment for an indefinite period of time.
This Base Prospectus contains summaries believed to be accurate with respect to certain documents, but
reference is made to the actual documents for complete information and all such summaries are qualified in their
entirety by such reference. Copies of documents referred to herein will be made available to prospective investors
upon request to CABEI or the Agents. CABEI accepts responsibility for the information contained in this Base
Prospectus and it takes responsibility for the correct reproduction and extraction of the information.
The distribution of this Base Prospectus and the offering and sale of the Notes in certain jurisdictions may
be restricted by law. Persons into whose possession this Base Prospectus comes are required by CABEI and the
Agents to inform themselves about, and to observe, any such restrictions. For a further description of certain
restrictions on the offering and sale of the Notes, see "Terms and Conditions of the Notes", "Offering and Sale" and
"Notice to Investors". This Base Prospectus does not constitute an offer of, or an invitation to purchase, any of the
Notes in any jurisdiction in which such offer or invitation would be unlawful.
NOTICE TO INVESTORS IN THE EUROPEAN ECONOMIC AREA
If the Final Terms in respect of any Notes includes a legend entitled "Prohibition of Sales to EEA Retail
Investors", the Notes are not intended to be offered, sold, distributed or otherwise made available to and should not
be offered, sold or otherwise made available to any retail investors 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"); (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; or (iii) not a "qualified investor" as defined in Regulation (EU) 2017/1129.
Consequently, no 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 has
been prepared and the Notes will not be offered or sold or otherwise made available to any retail investor in the
EEA.
4

The expression "offer" includes the communication in any form and by any means of sufficient information
on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe
for the Notes.
Unless the Final Terms in respect of any Notes specifies the "Prohibition of Sales to EEA Retail Investors"
as "Not Applicable":
(i)
each Agent has represented and agreed, and each further Agent appointed under the Program will
be required to represent and agree, that it has not offered, sold or otherwise made available and will
not offer, sell or otherwise make available any Notes which are the subject of the offering
contemplated by this Base Prospectus as completed by the Final Terms in relation thereto to any
retail investor (as defined above) in the EEA; and
(ii)
each person in a Member State of the EEA who receives any communication in respect of, or who
acquires any Notes under, the offers to the public contemplated in this Base Prospectus, or to whom
the Notes are otherwise made available, will be deemed to have represented, warranted,
acknowledged and agreed to and with each Agent and CABEI that it and any person on whose behalf
it acquires Notes is not a retail investor (as defined above).
in each case, except that an offer of such Notes may be made in the EEA:
(a)
at any time to any legal entity which is a qualified investor as defined in the Prospectus
Regulation;
(b)
at any time to fewer than 150 natural or legal persons (other than qualified investors as
defined in the Prospectus Regulation) subject to obtaining the prior consent of the relevant Agent or
Agents nominated by the Issuer for any such offer; or
(c)
at any time in any other circumstances falling within Article 1(4) of the Prospectus
Regulation,
provided that no such offer of Notes referred to in (a) to (c) above shall require the Issuer or any
Agent to publish a prospectus pursuant to Article 3 of the Prospectus Regulation, or supplement a
prospectus pursuant to Article 23 of the Prospectus Regulation.
MIFID II PRODUCT GOVERNANCE / TARGET MARKET
The relevant Final Terms in respect of any Notes may include a legend entitled "MiFID II Product
Governance" which will outline the target market assessment in respect of the Notes and which channels for
distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending the Notes (a
"distributor") should take into consideration the target market assessment; however, a distributor subject to
Directive 2014/65/EU (as amended, "MiFID II") is responsible for undertaking its own target market assessment in
respect of the Notes (by either adopting or refining the target market assessment) and determining appropriate
distribution channels.
A determination will be made in relation to each issue of Notes about whether, for the purpose of the
MiFID II product governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance
Rules"), any Agent subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the
Agents nor any of their respective affiliates will be a manufacturer for the purposes of the MiFID Product
Governance Rules.
NOTICE TO INVESTORS IN THE UNITED KINGDOM
If the Final Terms in respect of any Notes includes a legend entitled "Prohibition of Sales to UK Retail
Investors", the Notes are not intended to be offered, sold or otherwise made available to and should not be offered,
5

sold or otherwise made available to any retail investor in the UK. 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(1) of Regulation (EU)
No 2017/565 as it forms part of domestic law by virtue of the EUWA; (ii) a customer within the meaning of the
provisions of the FSMA and any rules or regulations made under the FSMA 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; or (iii) not a "qualified
investor" as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the
EUWA. Consequently, no key information document required by the PRIIPS Regulation as it forms part of domestic
law by virtue of the EUWA (the ``UK PRIIPs Regulation'') for offering or selling the Notes or otherwise making
them available to retail investors in the UK has been prepared and the Notes will not be offered or sold or otherwise
made available to any retail investor in the UK.
The expression "offer" includes the communication in any form and by any means of sufficient information
on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe
for the Notes.
Unless the Final Terms in respect of any Notes specifies the "Prohibition of Sales to UK Retail Investors"
as "Not Applicable":
(i)
each Agent has represented and agreed, and each further Agent appointed under the Program will
be required to represent and agree, that it has not offered, sold or otherwise made available and will
not offer, sell or otherwise make available any Notes which are the subject of the offering
contemplated by this Base Prospectus as completed by the Final Terms in relation thereto to any
retail investor (as defined above) in the UK; and
(ii)
each person in the UK who receives any communication in respect of, or who acquires any Notes
under, the offers to the public contemplated in this Base Prospectus, or to whom the Notes are
otherwise made available, will be deemed to have represented, warranted, acknowledged and agreed
to and with each Agent and CABEI that it and any person on whose behalf it acquires Notes is not
a retail investor (as defined above).
in each case, except that an offer of such Notes may be made in the UK:
(a)
at any time to any legal entity which is a qualified investor as defined in Article 2 of the
UK Prospectus Regulation;
(b)
at any time to fewer than 150 natural or legal persons (other than qualified investors as
defined in Article 2 of the UK Prospectus Regulation) in the United Kingdom subject to obtaining
the prior consent of the relevant Agent or Agents nominated by the Issuer for any such offer; or
(c)
at any time in any other circumstances falling within section 86 of the FSMA,
provided that no such offer of Notes referred to in (a) to (c) above shall require the Issuer or any
Agent to publish a prospectus pursuant to section 85 of the FSMA or supplement a prospectus
pursuant to Article 23 of the UK Prospectus Regulation.
Each Agent has represented and agreed, and each further Agent appointed under the Program will be
required to represent and agree, that: (i) in relation to any Notes which have a maturity of less than one year, (a) it is
a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of its business and (b) it has not offered or sold and will not offer or sell any
Notes other than to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of
investments (as principal or as agent) for the purposes of their businesses or who it is reasonable to expect will
acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses where
the issue of the Notes would otherwise constitute a contravention of Section 19 of the Financial Services and
Markets Act 2000 (as amended, the "FSMA") by CABEI; (ii) it has only communicated or caused to be
6

communicated and will only communicate or cause to be communicated an invitation or inducement to engage in
investment activity (within the meaning of Section 21 of FSMA) received by it in connection with the issue or sale
of any Notes in circumstances in which Section 21(1) of the FSMA does not apply to CABEI; and (iii) it has
complied and will comply with all applicable provisions of the FSMA and the Financial Services Act 2012 with
respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom.
This Base Prospectus, as completed by the final terms in relation thereto, is for distribution only to persons
who: (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Financial Promotion Order");
(ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.")
of the Financial Promotion Order; (iii) are outside the United Kingdom; or (iv) are persons to whom an invitation or
inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and
Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or
caused to be communicated (all such persons together being referred to as "relevant persons"). This Base
Prospectus, as completed by the Final Terms in relation thereto, is directed only at relevant persons and must not be
acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this
Base Prospectus as completed by the Final Terms in relation thereto relates is available only to relevant persons and
will be engaged in only with relevant persons.
UK MIFIR PRODUCT GOVERNANCE / TARGET MARKET
The relevant Final Terms in respect of any Notes may include a legend entitled "UK MiFIR Product
Governance" which will outline the target market assessment in respect of the Notes and which channels for
distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending the Notes (a
"distributor") should take into consideration the target market assessment; however, a distributor subject to the FCA
Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules")
is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or
refining the target market assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue of Notes about whether, for the purpose of the UK
MiFIR Product Governance Rules, any Agent subscribing for any Notes is a manufacturer in respect of such Notes,
but otherwise neither the Agents nor any of their respective affiliates will be a manufacturer for the purposes of the
UK MIFIR Product Governance Rules.
STABILIZATION
In connection with the offering of any tranche of the Notes, the Agents (or persons acting on their behalf)
may over-allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher
than that which might otherwise prevail. However, stabilization may not necessarily occur. Any stabilization action
may begin on or after the date on which adequate public disclosure of the terms of the offer of the relevant Tranche
of Notes is made and, if begun, may cease at any time, but it must end no later than the earlier of 30 calendar days
after the date on which the Issuer received the proceeds of the relevant Tranche of the issue and 60 calendar days
after the date of the allotment of the relevant Tranche of Notes. Any stabilization action or over-allotment must be
conducted by the Agents (or persons acting on their behalf) in accordance with all applicable laws and rules and will
be undertaken at the offices of the Agents (or persons acting on their behalf).
DOCUMENTS INCORPORATED BY REFERENCE
The following documents shall be deemed to be incorporated in, and to form part of, this Base Prospectus:
· any interim financial statements of CABEI (whether audited or unaudited) that become publicly
available subsequent to the annual financial statements included herein from time to time; and
· all amendments and supplements to this Base Prospectus prepared by CABEI from time to time
and filed with the Luxembourg Stock Exchange;
7

provided, however, that any statement contained in this Base Prospectus or in any of the documents incorporated by
reference in, and forming part of, this Base Prospectus shall be deemed to be modified or superseded for the purpose
of this Base Prospectus to the extent that a statement contained in any document subsequently incorporated by
reference modifies or supersedes such statement.
The documents incorporated by reference in, and forming part of, this Base Prospectus, may be obtained
free of charge at the offices of the Luxembourg listing and paying agent. CABEI's audited financial statements as
of December 31, 2022, December 31, 2021 and December 31, 2020 are included in this Base Prospectus.
CABEI has undertaken, in connection with the listing of the Notes on the Luxembourg Stock Exchange,
that if there shall occur any adverse change in the business or financial position of CABEI or any change in the
information set out under "Terms and Conditions of the Notes" that is material in the context of issuance under the
Program, CABEI will prepare or procure the preparation of any amendment or supplement to this Base Prospectus
for use in connection with any subsequent issue by CABEI of Notes to be listed on the Luxembourg Stock
Exchange.
SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES
CABEI is a multilateral development financial institution, of an international nature, with legal personality,
which is regulated by the provisions set forth in its Constitutive Agreement and its regulations. The majority of its
assets and those of its governors, directors and executive officers, all of whom are non-residents of the United
States, are located outside the United States. As a result, it may be difficult or impossible for investors to effect
service of process within the United States on CABEI or on such persons with respect to matters arising under
U.S. federal securities laws, or to enforce in the Member Countries (as defined below) judgments obtained against
CABEI or such persons in U.S. courts, including actions predicated upon the civil liability provisions of such
U.S. federal securities laws. In the Member Countries, both recognition and enforcement of court judgments with
respect to civil liability provisions of U.S. federal securities laws are governed by local laws.
CABEI has appointed CT Corporation System as its authorized agent upon which process may be served in
any action instituted in any U.S. federal or state court having subject matter jurisdiction in the Borough of
Manhattan, The City of New York, arising out of or based upon the fiscal agency agreement governing the Notes.
See "Terms and Conditions of the Notes--Jurisdiction, Consent to Service and Enforceability".
FORWARD-LOOKING STATEMENTS
This Base Prospectus includes forward-looking statements. All statements other than statements of
historical fact included in this Base Prospectus, including statements regarding future events or prospects and certain
statements under the headings "Summary", "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and "Business" are forward-looking statements. Statements that include the words "aim",
"may", "will", "expect", "anticipate", "believe", "future", "continue", "hope", "estimate", "plan", "intend",
"should", "shall" or the negative or other variations thereof, as well as other statements regarding matters that are
not historical fact, are or may constitute forward-looking statements. CABEI has based these forward-looking
statements on management's current views with respect to future events and financial performance. These views
reflect the best judgment of CABEI's executives but involve a number of risks and uncertainties which could cause
actual results to differ materially from those predicted in CABEI's forward-looking statements and from past results,
performance or achievements. Important factors that could cause CABEI's actual results to differ materially from
those in the forward-looking statements include, among others:
· CABEI's business could be affected by future adverse economic or political conditions in the
Central American region, which includes the Founding Members and the Non-Founding Regional
Members, as well as in the Non-Regional Members. See "Capital Structure-- Non-Founding
Regional Members and Non-Regional Members"; and
· CABEI could be adversely affected by currency devaluations, exchange controls or any ratings
downgrade.
8

PRESENTATION OF FINANCIAL INFORMATION
CABEI's functional currency is the U.S. dollar. Transactions in currencies other than in U.S. dollars are
recorded at the effective exchange rates prevailing on the transaction date. Assets and liabilities denominated in
currencies other than in U.S. dollars are expressed in such currency using the prevailing exchange rates at the
balance sheet date. Net foreign currency gains and losses resulting from transactions denominated in currencies
other than in U.S. dollars are presented as other operating income (expenses). CABEI prepares its financial
statements in conformity with accounting principles generally accepted in the United States ("U.S. GAAP").
Figures set forth in this Base Prospectus may have been rounded. Accordingly, totals may not be the sum of their
components.

9

SUMMARY
The Notes will be offered from time to time in varying amounts and will have varying terms, which for each
Note will be described in the related Final Terms to this Base Prospectus and may differ from the terms described
herein. For each particular Note, the description of the Notes included in this Base Prospectus will be
supplemented, and to the extent inconsistent herewith will be superseded, by the description of such Note in the
applicable Final Terms.
Issuer .................................................................
Central American Bank for Economic Integration.
Fiscal Agent, Registrar and Transfer Agent ......
Deutsche Bank Trust Company Americas.
New York Paying Agent ...................................
Deutsche Bank Trust Company Americas.
London Paying and Transfer Agent ..................
Deutsche Bank AG, London Branch.
Luxembourg Paying Agent and Transfer Agent
Deutsche Bank Luxembourg S.A.
Luxembourg Listing Agent ...............................
Banque Internationale à Luxembourg, Société Anonyme.
Aggregate Amount ............................................
Not to exceed an aggregate initial principal amount of
US$10,000,000,000 (or the equivalent thereof in other
currencies or composite currencies), subject to increase by
CABEI as provided in the Fiscal Agency Agreement (as
defined below).
Fiscal Agency Agreement .................................
The Notes will be issued under the Fiscal Agency Agreement,
dated as of April 2, 2003 (as amended or supplemented from
time to time, the "Fiscal Agency Agreement"), among CABEI
and Deutsche Bank Trust Company Americas, as Fiscal Agent,
Registrar and Transfer Agent and New York Paying Agent;
Deutsche Bank Luxembourg S.A., as Paying Agent and
Transfer Agent in Luxembourg; and Deutsche Bank AG,
London Branch, as Paying Agent and Transfer Agent in
London.
The Offering ......................................................
Notes are being offered to non-U.S. persons (as defined in
Regulation S under the Securities Act) in offshore transactions
in reliance on Regulation S, and in the United States to
qualified institutional buyers in reliance on Rule 144A under
the Securities Act.
Minimum Denominations ..................................
Registered Notes (as herein defined) will be issued in
minimum denominations of US$10,000 and integral multiples
of US$1,000 in excess thereof (or the equivalent thereof in a
Specified Currency, as defined below), or in such other
denominations as may be specified in the applicable Final
Terms. Bearer Notes (as herein defined) will be issued in
denominations as specified in the applicable Final Terms.
Unless otherwise permitted by then current laws, regulations
and directives, Notes denominated in Japanese ¥ will be in
minimum denominations of ¥1,000,000.
Maturities ..........................................................
Subject to compliance with all relevant laws, regulations and
directives, Notes may have any maturity as may be allowed or
10

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- #66">(1) General
- #68">(2) Form, Denomination and Registration
- #68">(3) Transfer; Exchange
- #70">(4) Interest Rate
  - #76">(1) the Secured Overnight Financing Rate published for such U.S. government securities business day as such rate appears on the SOFR Administrators Website at 3:00 p.m., New York City time, on the immediately following U.S. government securities busi...
  - #76">(2) if the rate specified in (1) above does not so appear, the Secured Overnight Financing Rate as published in respect of the first preceding U.S. government securities business day for which the Secured Overnight Financing Rate was published on the ...
  - #77">(1) the Secured Overnight Financing Rate published for such U.S. government securities business day as such rate appears on the SOFR Administrators Website at 3:00 p.m., New York City time, on the immediately following U.S. government securities busi...
  - #77">(2) if the rate specified in (1) above does not so appear, the Secured Overnight Financing Rate as published in respect of the first preceding U.S. government securities business day for which the Secured Overnight Financing Rate was published on the ...
  - #79">(1) the SOFR Index value as published by the SOFR Administrator as such index appears on the SOFR Administrators Website at 3:00 p.m., New York City time, on such U.S. government securities business day (the SOFR Index Determination TimeŽ); or
  - #79">(2) if a SOFR Index value specified in (1) above does not so appear at the SOFR Index Determination Time, then:
    - #79">(i) if a Benchmark Transition Event and its related Benchmark Replacement Date have not occurred with respect to SOFR, then compounded SOFR shall be the rate determined pursuant to the SOFR Index UnavailabilityŽ provisions below; or
    - #79">(ii) if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to SOFR, then compounded SOFR shall be the rate determined in accordance with the terms and provisions set forth under „Effect of a Benchmark T...
      - #80">(1) the sum of: (a) the alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the replacement for the then-current Benchmark and (b) the Benchmark Replacement Adjustment; or
      - #80">(2) the sum of: (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment; or
      - #80">(3) the sum of: (a) the alternate rate of interest that has been selected by CABEI (or our Designee) as the replacement for the then-current Benchmark giving due consideration to any industry-accepted rate of interest as a replacement for the then-cur...
      - #80">(1) the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Bench...
      - #80">(2) if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA Fallback Adjustment;
      - #80">(3) the spread adjustment (which may be a positive or negative value or zero) that has been selected by CABEI (or our Designee) giving due consideration to any industry-accepted spread adjustment, or method for calculating or determining such spread a...
      - #81">(1) in the case of clause (1) or (2) of the definition of Benchmark Transition Event,Ž the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of the Benchmark per...
      - #81">(2) in the case of clause (3) of the definition of Benchmark Transition Event,Ž the date of the public statement or publication of information referenced therein.
      - #81">(1) a public statement or publication of information by or on behalf of the administrator of the Benchmark announcing that such administrator has ceased or will cease to provide the Benchmark, permanently or indefinitely, provided that, at the time of...
      - #81">(2) a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark, the central bank for the currency of the Benchmark, an insolvency official with jurisdiction over the administrator for the Bench...
      - #81">(3) a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing that the Benchmark is no longer representative.
- #84">(5) Payment of Principal and Interest
- #89">(6) Currency Indexed Notes
- #89">(7) Other Indexed Notes
- #89">(8) Negative Pledge
  - #90">(a) mortgages, pledges and other liens securing bonds, notes, other evidence of indebtedness and guarantees issued or assumed by CABEI that do not exceed US$25 million (or its foreign currency equivalent) at any time outstanding and that do not in the...
  - #90">(b) mortgages, pledges and other liens securing reimbursement obligations under letters of credit and similar documents given in the ordinary course of business and that do not support the payment of bonds, notes or other evidence of indebtedness for ...
  - #90">(c) liens securing obligations under hedge agreements entered into in the ordinary course of business.
- #90">(9) Redemption and Repayment
- #90">(10) Additional Amounts
  - #91">(a) by reason of such Holder or beneficial owner having some connection with any taxing jurisdiction other than the mere holding of such Note or the receipt of principal or interest in respect thereof;
  - #91">(b) by reason of the failure of the Holder or beneficial owner to comply with any certification, identification or other reporting requirement concerning the nationality, residence, identity or connection with any taxing jurisdiction of the Holder or ...
  - #91">(c) by reason of the failure of such Holder to present such Holders Note or Coupon for payment (where such presentation is required) within 30 days after the relevant payment is first made available for payment to the Holder;
  - #91">(d) by reason of any tax, duty, assessment or other governmental charge imposed by any unit of the federal or a state government of the United States;
  - #91">(e) by reason of any tax, duty, assessment or other governmental charge that is payable other than by deduction or withholding from a payment on a Note;
  - #91">(f) by reason of any estate, inheritance, gift, sales, transfer or personal property tax or any similar tax, duty, assessment or governmental charge;
  - #91">(g) by reason of withholding or deduction imposed on a payment to an individual who would have been able to avoid such withholding or deduction by presenting the relevant Notes for payment to another Paying Agent in a European Union member state not o...
  - #91">(h) by reason of withholding or deduction imposed on or in respect of any Note pursuant to sections 1471 to 1474 of the U.S. Internal Revenue Code of 1986, as amended (the CodeŽ), any successor law or regulation implementing or complying with, or int...
  - #91">(i) by reason of any combination of the taxes, duties, assessments or other governmental charges described above;
- #92">(11) Status
- #92">(12) Default; Acceleration of Maturity
  - #92">(a) CABEI shall fail to pay any principal of or premium, if any, or interest on any of the Notes of a Series when due, and such failure shall continue for 30 days; or
  - #92">(b) CABEI shall fail duly to perform any other material obligation contained in the Notes of a Series or (with respect to the Notes of a Series) the Fiscal Agency Agreement, and such failure shall continue for 90 days after written notice thereof shal...
  - #92">(c) CABEI shall fail to pay any amount in excess of US$25 million (or the equivalent thereof in any other currency or currencies) of principal or interest or premium in respect of any indebtedness incurred, assumed or guaranteed by CABEI as and when s...
  - #92">(d) the acceleration of any indebtedness incurred or assumed by CABEI with an aggregate principal amount in excess of US$25 million (or the equivalent thereof in any other currency or currencies) by the holder or holders thereof;
- #92">(13) Notices
- #93">(14) Purchase of Notes by CABEI
- #93">(15) Meetings of Holders, Modification and Waiver
- #93">(16) Replacement of Notes and Coupons
- #94">(17) Judgment Currency
- #94">(18) Jurisdiction, Consent to Service and Enforceability
- #95">(19) Further Issues
- #95">(20) Governing Law
  - #114">1. 1.5 percent multiplied by the product of the total noncontingent principal payments and the number of complete years to maturity from the issue date, or
  - #114">2. 15 percent of the total noncontingent principal payments; and
  - #114">1. one or more qualified floating rates,
  - #114">2. a single fixed rate and one or more qualified floating rates,
  - #114">3. a single objective rate, or
  - #114">4. a single fixed rate and a single objective rate that is a qualified inverse floating rate.
    - #127">(1) It (i) is a qualified institutional buyer, (ii) is aware that the sale of the Notes to it is being made in reliance on Rule 144A, (iii) is acquiring such Notes for its own account or for the account of a qualified institutional buyer, as the case ...
    - #127">(2) It understands that the Notes have not been and will not be registered under the Securities Act and may not be reoffered, resold, pledged or otherwise transferred except (i) so long as the Note is eligible for resale pursuant to Rule 144A, to a pe...
    - #127">(3) It understands that the Notes will be represented by a Restricted Global Note. Before any interest in a Restricted Global Note may be offered, sold, pledged or otherwise transferred to a person who takes delivery in the form of an interest in a R...
    - #127">(4) The Notes will bear a legend to the following effect, unless CABEI determines otherwise in compliance with applicable law:
    - #128">(1) It is, or at the time Notes are purchased will be, the beneficial owner of such Notes and (a) it is not a U.S. person and it is located outside the United States (within the meaning of Regulation S) and (b) it is not an affiliate of CABEI or a per...
    - #128">(2) It understands that such Notes have not been and will not be registered under the Securities Act and that, prior to the expiration of the distribution compliance period, it will not offer, sell, pledge or otherwise transfer such Notes except (a) i...
    - #128">(3) It understands that such Notes, unless otherwise determined by CABEI in accordance with applicable law, will bear a legend to the following effect:
    - #128">(4) The Issuer, the Registrar, the Agent and their affiliates, and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations and agreements.
    - #128">(5) It understands that the Notes offered in reliance on Regulation S will be represented by the Regulation S Global Note. Prior to the expiration of the distribution compliance period, before any interest in the Regulation S Global Note may be offer...
    - #128">(6) Delivery of the Notes may be made against payment therefor on or about a date which will occur more than three Business Days after the date of pricing of the Notes. Pursuant to Rule 15c6-1 under the Exchange Act, trades in the secondary market ge...
      - #130">1. The Program, the issuance of the Notes and the execution of all documents in connection therewith have been authorized by a resolution of the Board of Directors dated August 27, 2002, as amended by resolutions of the Board of Directors dated June 2...
      - #130">2. The Notes have been accepted for clearance through Euroclear and Clearstream, Luxembourg. The Common Code for the Bearer Notes, together with the relevant ISIN Code or CUSIP number for the Registered Notes, will be contained in the Final Terms rel...
      - #130">3. Except as disclosed or provided herein, there has been no significant adverse change in the financial position or prospects of CABEI since December 31, 2022.
      - #130">4. CABEI has appointed Deutsche Bank Luxembourg S.A. as Paying Agent and Transfer Agent in Luxembourg. CABEI has appointed Banque Internationale à Luxembourg, Société Anonyme as its Listing Agent in Luxembourg. CABEI has also appointed Deutsche Bank...
      - #130">5. CABEI is involved in routine litigation and other proceedings in the ordinary course of business. CABEI does not believe that the proceedings pending against it are likely to have a material adverse effect on its business or results of operations.
      - #130">6. So long as Notes are outstanding and listed on the Luxembourg Stock Exchange, and the rules of the Luxembourg Stock Exchange so require, CABEI will make available copies of its Constitutive Agreement, latest annual report, annual financial statemen...
      - #130">7. In connection with the offering, the Agents are not acting for anyone other than CABEI and will not be responsible to anyone other than CABEI for providing the protections afforded to their clients nor for providing advice in relation to the offering.
#133">CABEI - FS 2022, 2021 and 2020 FS (complied F-pages).pdf
- #133">FS CABEI December 2022.pdf
  - #135">04_Management`s Report FS_CEO CFO-EN 2022 (2)
- #196">FS CABEI DEC 2021 (with audit reports) F- Pages.pdf