Bond European Development Council Bank 1.875% ( US222213AP53 ) in USD

European Development Council Bank

100 % ▼

France

US222213AP53 ( in USD )

1.875% per year ( payment 2 times a year)

27/01/2020 - Bond has expired

Prospectus brochure of the bond Council of Europe Development Bank US222213AP53 in USD 1.875%, expired

1 000 USD

1 000 000 000 USD

222213AP5

The Council of Europe Development Bank (CEB) is an international financial institution that provides loans and other financial instruments to support social development projects in its member states.

The Bond issued by European Development Council Bank ( France ) , in USD, with the ISIN code US222213AP53, pays a coupon of 1.875% per year.
The coupons are paid 2 times per year and the Bond maturity is 27/01/2020

Prospectus Pricing Supplement
424B5 1 d315690d424b5.htm PROSPECTUS PRICING SUPPLEMENT
Table of Contents
Filed pursuant to Rule 424(b)(5)
Registration Statement No. 333-166746
PRICING SUPPLEMENT
(To prospectus supplement dated May 3, 2011
and prospectus dated May 25, 2010)

COUNCIL OF EUROPE
DEVELOPMENT BANK
$1,000,000,000
1.875% Notes due January 27, 2020
The Council of Europe Development Bank (the "Bank" or "CEB") will pay interest on the 1.875% Notes due January 27, 2020 (the "Notes")
on January 27 and July 27 of each year. Interest will accrue on the Notes from and including January 27, 2017 and the first interest payment date
will be July 27, 2017. 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.

PRICE 99.930% AND ACCRUED INTEREST, IF ANY

Underwriting
Price to
Discounts
Proceeds to

Public (1)

And Commissions (2)

CEB (1) (3)

Per Note

99.930%

0.100%

99.830%
Total

$999,300,000
$
1,000,000
$998,300,000

(1)
Plus accrued interest, if any, from January 27, 2017, if settlement occurs after that date.
(2)
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 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 January 27, 2017.

Barclays

J.P. Morgan

RBC Capital Markets

TD Securities

Pricing Supplement dated January 19, 2017
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Prospectus Pricing Supplement
Table of Contents
TABLE OF CONTENTS

Page
Pricing Supplement

WHERE YOU CAN FIND MORE INFORMATION
PS-3
SUMMARY OF THE OFFERING
PS-4
USE OF PROCEEDS
PS-5
ADDITIONAL INFORMATION ON UNITED STATES TAXATION
PS-5
UNDERWRITING
PS-6
VALIDITY OF THE NOTES
PS-7
EXPERTS
PS-8
GENERAL INFORMATION
PS-9
Prospectus Supplement

INFORMATION RELATING TO THE NOTES
S-3
DESCRIPTION OF THE NOTES
S-4
Prospectus

ABOUT THIS PROSPECTUS

1
FORWARD-LOOKING STATEMENTS

1
WHERE YOU CAN FIND MORE INFORMATION

1
PRESENTATION OF FINANCIAL INFORMATION

2
THE COUNCIL OF EUROPE DEVELOPMENT BANK

3
USE OF PROCEEDS

4
DEBT RECORD

4
DESCRIPTION OF SECURITIES

5
General

5
Ranking

6
Negative Pledge

6
Default, Acceleration of Maturity

6
Redemption

6
Repurchase

6
Amendments

7
Governing Law, Jurisdiction and Consent to Service

7
UNDERWRITING

8
GLOBAL CLEARANCE AND SETTLEMENT

9
CURRENCY CONVERSIONS AND FOREIGN EXCHANGE RISKS

12
Currency Conversions

12
Non-U.S. Dollars

12
Foreign Exchange Risks

12
UNITED STATES TAXATION

13
VALIDITY OF THE SECURITIES

23
AUTHORIZED REPRESENTATIVE

23
EXPERTS

23
ENFORCEMENT OF CIVIL LIABILITIES AGAINST CEB

23

This pricing supplement should be read together with the accompanying prospectus supplement dated May 3, 2011 setting forth information
relating to the Notes, the accompanying prospectus dated May 25, 2010, 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. 333-166746) 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.

PS-1
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Prospectus Pricing Supplement
Table of Contents
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.
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 the Luxembourg law of July 10, 2005 on securities prospectuses. 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 CEB.

PS-2
Table of Contents
WHERE YOU CAN FIND MORE INFORMATION
The registration statement on Schedule B filed by the Bank (Registration No. 333-166746), including the attached exhibits and schedules,
contains additional relevant information about the Notes. The rules and regulations of the Securities and Exchange Commission ("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. You may also read and copy these documents at the SEC's public reference room, located at 100 F Street, N.E., Washington,
D.C. 20549. Please call the SEC at +1-800-SEC-0330 for further information on the public reference room.
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 or
may be read and copied at the SEC's public reference room. 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, 2015, as filed with the SEC on April 12, 2016 (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. We also incorporate by reference Amendment No. 1 to the
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Prospectus Pricing Supplement
Annual Report on Form 18-K/A, as filed with the SEC on September 26, 2016 (File No. 333-164460). 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
Table of Contents
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
$1,000,000,000 principal amount of 1.875% Notes due January 27, 2020.
Issue Date
January 27, 2017.
Maturity Date
January 27, 2020.
Interest Payment Dates
January 27 and July 27 of each year, with interest accruing from January 27, 2017 and the
first interest payment being made on July 27, 2017.
Interest Rate
1.875% per annum, from January 27, 2017. 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+6.
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.
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 prospectus and "Description of Notes--No
Payments of Additional Amounts" in the accompanying prospectus supplement.
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Prospectus Pricing 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-4
Table of Contents
USE OF PROCEEDS
The net proceeds from the sale of the Notes offered hereby will be used in the general operations of the CEB, including disbursements of
loans heretofore or hereafter granted by the CEB. The Bank can make no representation as to the particular projects for which, or borrowers to
which, such loans will be made or as to the Member States in which such projects will be located.
ADDITIONAL INFORMATION ON UNITED STATES TAXATION
Certain provisions of U.S. law ("FATCA") impose a 30% withholding tax on certain payments to non-United States financial institutions and
other entities that fail to comply with information reporting requirements or certification requirements in respect of their direct and indirect United
States shareholders and/or United States accountholders. The United States and France have signed an intergovernmental agreement (the "IGA")
to implement FATCA. The CEB believes that it is treated as a "Non-Reporting French Financial Institution" and an "exempt beneficial owner"
under the IGA. Accordingly, the CEB does not expect to withhold FATCA tax from any payment it will make on the Notes.

PS-5
Table of Contents
UNDERWRITING
The Bank intends to offer the Notes through Barclays Bank PLC, J.P. Morgan Securities plc, RBC Capital Markets, LLC and The Toronto-
Dominion Bank as Underwriters. Subject to the terms and conditions of the underwriting agreement with the CEB, dated January 19, 2017, the
Underwriters have agreed to purchase, and the CEB has agreed to sell to the Underwriters, $1,000,000,000 in principal amount of Notes, as
indicated in the table below:

Principal Amount
Underwriter

of the Notes

Barclays Bank PLC

$ 250,000,000
J.P. Morgan Securities plc

$ 250,000,000
RBC Capital Markets, LLC

$ 250,000,000
The Toronto-Dominion Bank

$ 250,000,000

Total

$1,000,000,000
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, excluding underwriting discounts and commissions, are estimated to amount to approximately $152,000.
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.
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Prospectus Pricing Supplement
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 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.

PS-6
Table of Contents
VALIDITY OF THE NOTES
The validity of the Notes will be passed upon on behalf of CEB by Sullivan & Cromwell LLP, Paris, France, and for the Underwriters by
Cleary Gottlieb Steen and Hamilton LLP, Paris, France. Sullivan & Cromwell LLP and counsel to the Underwriters may rely as to certain matters
on the opinion of the CEB's General Counsel.

PS-7
Table of Contents
EXPERTS
The financial statements of the CEB for the year ended 2015, including the balance sheets, the profit and loss accounts, the statements of
changes in equity, the cash flow statements and notes comprising a summary of significant accounting policies and other explanatory notes,
included in the CEB's Annual Report on Form 18-K and incorporated by reference herein, have been audited by KPMG Audit, a department of
KPMG S.A., an independent registered public accounting firm, as set forth in their report thereon incorporated by reference therein and
incorporated herein by reference, and are included in reliance upon their report given on the authority of this firm as experts in accounting and
auditing.

PS-8
Table of Contents
GENERAL INFORMATION
The following information is required by the rules of the Luxembourg Stock Exchange:

1.
The issuance of the Notes was duly authorized by the CEB pursuant to a resolution of the Administrative Council of September 30, 2016.

2.
The Notes have been accepted for clearance through DTC. The Global Note has been assigned ISIN No. US222213AP53, CUSIP
No. 222213AP5 and Common Code No. 155616431.

3.
The CEB will appoint Citibank, N.A., London Branch as Paying Agent and transfer agent with respect to the Notes. A copy of the Fiscal
Agency Agreement will be available for inspection at the offices of Citibank, N.A., London Branch and Banque Internationale à Luxembourg
SA, so long as any of the Notes are listed on the Luxembourg Stock Exchange. In addition, a copy of the current, and any future, published
annual and interim report of the CEB described under "Where You Can Find More Information" may be obtained free of charge at the office
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Prospectus Pricing Supplement
of Banque Internationale à Luxembourg SA, so long as any of the Notes are listed on the Luxembourg Stock Exchange.

PS-9
Table of Contents
PROSPECTUS SUPPLEMENT
(To prospectus dated May 25, 2010)

COUNCIL OF EUROPE
DEVELOPMENT BANK
Notes
The Council of Europe Development Bank may offer its Notes from time to time in amounts, at prices, in currencies and on terms to be
determined at the time of sale. The Notes will be direct and unsecured obligations of the Council of Europe Development Bank.
The specific designation, aggregate principal amount, currency and other terms in connection with the offering and sale of each issue of
Notes will be set forth in a pricing supplement. You should read this prospectus supplement, the accompanying prospectus and the accompanying
pricing supplement carefully.

Neither the Securities and Exchange Commission, any state securities commission nor any foreign governmental agency has
approved or disapproved of these securities or determined whether this prospectus supplement or the accompanying prospectus is
accurate and complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is May 3, 2011
Table of Contents
TABLE OF CONTENTS

Page
Prospectus Supplement

INFORMATION RELATING TO THE NOTES

S-3
DESCRIPTION OF THE NOTES

S-4
Prospectus

ABOUT THIS PROSPECTUS

1
FORWARD-LOOKING STATEMENTS

1
WHERE YOU CAN FIND MORE INFORMATION

1
PRESENTATION OF FINANCIAL INFORMATION

2
THE COUNCIL OF EUROPE DEVELOPMENT BANK

3
USE OF PROCEEDS

4
DEBT RECORD

4
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Prospectus Pricing Supplement
DESCRIPTION OF SECURITIES

5
General

5
Ranking

6
Negative Pledge

6
Default, Acceleration of Maturity

6
Redemption

6
Repurchase

6
Amendments

7
Governing Law, Jurisdiction and Consent to Service

7
UNDERWRITING

8
GLOBAL CLEARANCE AND SETTLEMENT

9
CURRENCY CONVERSIONS AND FOREIGN EXCHANGE RISKS

12
Currency Conversions

12
Non-U.S. Dollars

12
Foreign Exchange Risks

12
UNITED STATES TAXATION

13
VALIDITY OF THE SECURITIES

23
AUTHORIZED REPRESENTATIVE

23
EXPERTS

23
ENFORCEMENT OF CIVIL LIABILITIES AGAINST CEB

23
If a capitalized term is used in this prospectus supplement and is not defined, it is defined in the accompanying prospectus and has the
same meaning herein.

S-2
Table of Contents
INFORMATION RELATING TO THE NOTES
The following description of the general terms and conditions of the Notes that may be offered by the Council of Europe Development Bank
(the "CEB" or the "Bank") hereby (referred to in the accompanying prospectus as the "securities") supplements, and to the extent, if any,
inconsistent therewith, replaces, the description of the general terms and conditions of the securities set forth in the accompanying prospectus to
which description reference is hereby made. Such descriptions do not purport to be complete and are qualified in their entirety by reference to the
Fiscal Agency Agreement and to the form of Global Note filed by the Bank with the SEC. Particular terms and conditions of any Notes offered by
the Bank will be specified in a supplemental pricing supplement. Any reference to a prospectus supplement in the accompanying prospectus, as
applicable, may be deemed to refer to this prospectus supplement and any applicable pricing supplement.

S-3
Table of Contents
DESCRIPTION OF THE NOTES
The general terms and conditions of the Notes that may be offered by the Bank are subject to change as set forth in the applicable
pricing supplement, and such pricing supplement supplements, and to the extent inconsistent therewith, if any, replaces, the general terms and
conditions of the Notes set forth below.
General
The Notes (the "Notes") will be issued under a fiscal agency agreement dated as of February 1, 2010 (the "Fiscal Agency Agreement")
between the CEB and Citibank, N.A., as fiscal agent (the "Fiscal Agent"). The Notes constitute direct and unsecured obligations of the CEB.
Interest will be paid on the Notes at the rate specified in the applicable pricing supplement and will be payable on any such dates specified therein
(each, an "Interest Payment Date"), subject to the Business Day Convention as defined below. The Notes will bear interest starting on the day
specified in the pricing supplement and will mature on the date specified therein (the "Maturity Date"). The Notes are not subject to any sinking
fund.
If an Interest Payment Date or the Maturity Date is a day on which banking institutions are authorized or obligated by law to close in New
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Prospectus Pricing Supplement
York, London or in a place of payment, or any day on which the Trans-European Automated Real-time Gross Settlement Express Transfer
("TARGET") System is not operating, then payment of principal or interest need not be made on such Interest Payment Date or Maturity Date, as
applicable. The CEB may make the required payment on the next succeeding day that is not a day on which banking institutions are authorized or
obligated by law to close in New York, London or in the place of payment, or any day on which the TARGET System is not operating. The
payment will be made with the same force and effect as if made on the Interest Payment Date or Maturity Date and no additional interest shall
accrue for the period from the Interest Payment Date or Maturity Date to the date of actual payment. Such adjustments of the Interest Payment Date
or Maturity Date are referred to as the "Business Day Convention".
Fiscal Agent
The duties of the Fiscal Agent will be governed by the Fiscal Agency Agreement. The CEB may replace the Fiscal Agent. The CEB may
maintain deposit accounts and conduct other banking transactions in the ordinary course of business with the Fiscal Agent. The Fiscal Agent is the
agent of the CEB, not a trustee for the holders of the Notes, and does not have the same responsibilities or duties to act for such holders as would a
trustee.
The Fiscal Agent will be responsible for:

· maintaining a record of the aggregate holdings of Notes;

· ensuring that payments of principal and interest in respect of the Notes received by the Fiscal Agent from the CEB are duly credited to

the holders of the Notes; and

· transmitting to the CEB any notices from the holders of the Notes, or, as described below under "--Notices", transmitting notices from

the CEB to holders of the Notes.
Payment of Principal and Interest
Interest will be payable to the persons in whose names the Notes are registered at the close of business on the date that is 15 calendar days
prior to each Interest Payment Date (the "Record Date"), or such other record date as may be specified in the applicable pricing supplement. The
Record Date may be changed by agreement among the CEB, the Fiscal Agent and all applicable securities clearing systems. The principal of and
interest on the Notes will be paid in such coin or currency of the United States as at the time of payment is legal tender for the payment of public
and private debts, or such other currency or currencies as may be specified in the applicable pricing supplement. The CEB may change or terminate
the designation of paying agents from time to time. Payments of principal and interest at such agencies will be subject to applicable laws and
regulations, including any withholding or other taxes, and will be effected by wire transfer to the person entitled to such payment at the person's
address appearing on the register of Notes maintained by the security registrar.
The CEB will redeem the Notes on the Maturity Date at 100% of the principal amount plus accrued but unpaid interest to date, unless
otherwise specified in the applicable pricing supplement.
The Notes will be sold in denominations of $1,000 and integral multiples thereof, or such other denomination as may be specified in the
applicable pricing supplement.

S-4
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Any monies paid by the CEB to the Fiscal Agent or any paying agent for the payment of the principal of or interest, respectively, on any
Notes that remain unclaimed at the end of ten years or five years, respectively, after such principal or interest shall have become due and payable
(whether at maturity or otherwise) shall then be repaid to the CEB without undue delay. Upon such repayment all liability of the Fiscal Agent and
any paying agent with respect to such monies shall cease. Any obligation the CEB may have to pay the principal of the Notes shall terminate at the
end of ten years after such principal shall have become due and payable. Any obligation the CEB may have to pay any interest on the Notes shall
terminate at the end of five years after such interest shall have become due and payable.
Redemption
Unless otherwise specified in the applicable pricing supplement, the Notes shall not be redeemed prior to maturity.
No Payment of Additional Amounts
All payments of principal and interest on the Notes will be subject to any fiscal or other laws and regulations applicable thereto. The CEB has
no obligation to pay you any additional amounts in respect of the Notes as a result of possible withholding or deduction for taxes pursuant to any
such law and/or regulations. Accordingly, the holder will, in the event of any such withholding or deduction, receive less than he or she would
have received without such withholding or deduction.
Taxes
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Prospectus Pricing Supplement
We urge you to read the discussion beginning on page 16 of the accompanying prospectus and discuss the tax consequences of your
investment in the Notes with your tax advisor.
Further Issues
The CEB may from time to time, without notice to or the consent of the holders of the Notes, create and issue further notes having the same
terms and conditions as the Notes in all respects (or in all respects except for the issue date, issue price and, if applicable, the first interest payment
thereon) and such further notes shall be consolidated and form a single series with the Notes outstanding.
Notices
All notices will be published in a daily English language newspaper of general circulation in London (expected to be the Financial Times)
and in New York (expected to be The Wall Street Journal), provided that for so long as any Notes are represented by global notes notices may be
given by delivery of the relevant notice to DTC by the CEB or the Fiscal Agent for communication by DTC to its participants in substitution for
publication in any such newspaper. In addition, so long as any of the Notes are listed on the Luxembourg Stock Exchange and the rules of that
Exchange so require, such notices will be published on the website of the Luxembourg Stock Exchange at http://www.bourse.lu. If at any time
publication in any such newspaper is not practicable, notices will be valid if published in an English language newspaper selected by the CEB with
general circulation in the respective market regions. Any such notice shall be deemed to have been given on the date of such publication or, if
published more than once on different dates, on the first date on which publication is made.
Timing and delivery
It is expected that delivery of the Notes will be made upon the instructions of the managers against payment on or about the date specified in
the applicable pricing supplement, which may be later than the third business day following the date of pricing of the Notes. Under Rule 15c6-1 of
the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are
required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, if any purchaser wishes to
trade Notes on the date of pricing of the Notes or the succeeding business days up to three days prior to the date of delivery of the Notes, it may be
required, by virtue of the fact that the Notes may initially settle later than on the third business day following the date of pricing of the Notes or any
other day as specified in the applicable pricing supplement, to specify an alternative settlement cycle at the time of any such trade to prevent a
failed settlement. Purchasers of the Notes who wish to trade the Notes on any day for which settlement within three business days would not be
possible should consult their own advisors.

S-5
Table of Contents
COUNCIL OF EUROPE
DEVELOPMENT BANK
Debt Securities

The Council of Europe Development Bank from time to time may offer its debt securities denominated in U.S. dollars, in euro, or in other
currencies to be determined at the time of sale. The maximum aggregate principal amount of securities that may be issued is $5,000,000,000,
treating any offering of securities in a currency or currencies other than the U.S. dollar as the equivalent in U.S. dollars based on the applicable
exchange rate at the date of issue.
The securities will be offered from time to time in amounts and at prices and on terms to be determined at the time of sale and to be set forth
in supplements to this prospectus. The securities will be direct and unsecured obligations of the Council of Europe Development Bank.
The specific designation, aggregate principal amount and other terms in connection with the offering and sale of each issue of securities will
be set forth in a prospectus supplement. You should read this prospectus and the prospectus supplement carefully.

https://www.sec.gov/Archives/edgar/data/1472246/000119312517015375/d315690d424b5.htm[1/23/2017 4:44:29 PM]

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