Bond European Development Council Bank 0% ( XS2332184212 ) in EUR

European Development Council Bank

100 % ▲

France

XS2332184212 ( in EUR )

15/04/2028 - Bond has expired

Prospectus brochure of the bond Council of Europe Development Bank XS2332184212 in EUR 0%, expired

1 000 EUR

500 000 000 EUR

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 EUR, with the ISIN code XS2332184212, pays a coupon of 0% per year.
The coupons are paid 1 time per year and the Bond maturity is 15/04/2028

OFFERING CIRCULAR
10 December 2020

Council of Europe
Development Bank
EUR 25,000,000,000
Euro Medium Term Note Programme
Under the EUR 25,000,000,000 Euro Medium Term Note Programme described in this Offering Circular (the "Programme"), Council
of Europe Development Bank (the "Issuer" or the "Bank"), an international organisation, may from time to time issue debt instruments
(the "Notes"). Application has been made for the Notes issued under the Programme to be listed on the official list and admitted to
trading on the regulated market of the Luxembourg Stock Exchange on an issue by issue basis from the date hereof. The regulated
market of the Luxembourg Stock Exchange is a regulated market for the purposes of Directive 2014/65/EU (as amended, "MiFID
II"). Application may also be made for Notes to be admitted to listing, trading and/or quotation on or by such other or further listing
authorities, stock exchanges and/or quotation systems as may be agreed with the Issuer, subject to approval by the relevant authorities.
In accordance with the Prospectus Regulation (EU) 2017/1129 (the "Prospectus Regulation"), no prospectus is required in connection
with the issuance of Notes described in this Offering Circular.
Prospective investors should have regard to the risk factors described under the section "Risk Factors" in this Offering Circular. This
Offering Circular does not describe all of the risks of an investment in the Notes.

Arranger
BNP PARIBAS
Dealers
BNP PARIBAS
BofA Securities
HSBC
Morgan Stanley
Nomura
RBC Capital Markets

IMPORTANT NOTICES
This document replaces the previous Offering Circular dated 12 December 2018 in its entirety.
The Issuer having made all reasonable enquiries confirms that this Offering Circular together with the
relevant Pricing Supplement (as defined herein) contains all information which is material in the context of
the issue of Notes by the Issuer, that the statements contained in this Offering Circular relating to the Issuer
and the Notes to be issued by it are true and accurate in all material respects and not misleading in any
material respect and that, to the best of the knowledge and belief of the Issuer, there are no other facts the
omission of which would, in the context of the issue of the Notes, make any statement in this Offering
Circular misleading in any material respect and that all reasonable enquiries have been made to ascertain
such facts and to verify the accuracy of all such statements and that the opinions and intentions expressed
herein are honestly held. Accordingly, the Issuer accepts responsibility for the information contained in this
Offering Circular.
This Offering Circular must be read in conjunction with all documents deemed to be incorporated by
reference (see under "Documents Incorporated by Reference") and shall be construed accordingly.
No person has been authorised to give any information or to make any representation regarding the Issuer
or the Notes other than as contained or incorporated by reference in this Offering Circular or in any
published information or as approved for such purpose by the Issuer and, if given or made, any such
information or representation should not be relied upon as having been authorised by the Issuer or the
Dealers named under "Subscription and Sale" or any of them.
Neither the delivery of this Offering Circular or any Pricing Supplement nor the offering, sale or delivery
of any Notes shall, in any circumstances, create any implication that there has been no change in the affairs
of the Issuer since the date hereof or the date upon which this Offering Circular has been most recently
amended or supplemented or in respect of the Issuer since the balance sheet date of the most recent financial
statements relating to it which are deemed to be incorporated into this Offering Circular by reference.
This Offering Circular may be used in connection with the listing of not more than EUR 25,000,000,000 in
aggregate principal amount of Notes outstanding at any time (or the equivalent in any other currency at the
date of the agreement for the issue of such Notes).
The distribution of this Offering Circular and any Pricing Supplement and the offering, sale and delivery
of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Offering
Circular or any Pricing Supplement comes are required by the Issuer and the Dealers to inform themselves
about and to observe any such restrictions. For a description of certain restrictions on offers, sales and
deliveries of Notes and on the distribution of this Offering Circular or any Pricing Supplement and other
offering material relating to the Notes see "Subscription and Sale". In particular, the Notes have not been
and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act")
or with any securities regulatory authority of any state or other jurisdiction of the United States, and Notes
in bearer form are subject to U.S. tax law requirements. The Notes may not be offered, sold or (in the case
of Notes in bearer form) delivered within the United States or to, or for the account or benefit of, U.S.
persons (as defined in Regulation S) except in certain transactions exempt from the registration
requirements of the Securities Act.
Neither the Offering Circular nor any Pricing Supplement constitutes an offer or an invitation to subscribe
for or purchase any Notes and should not be considered as a recommendation by the Issuer, the Arranger,
the Dealers or any of them that any recipient of the Offering Circular or any Pricing Supplement should
subscribe for or purchase any Notes. Each recipient of this Offering Circular or any Pricing Supplement
shall be taken to have made its own investigations and appraisal of the conditions (financial or otherwise)
of the Issuer.
In this Offering Circular, references to "EUR" and "Euro" are to the single currency introduced at the start
of the third stage of European Economic and Monetary Union, and as defined in Article 2 of Council
Regulation (EC) No. 974/98 of 3 May 1998 on the introduction of the Euro, as amended, references to
"U.S. Dollars" or "USD" are to the lawful currency of the United States of America and references to
"Renminbi", "RMB" or "CNY" are to the lawful currency of the People's Republic of China (the "PRC"
or "China"), excluding the Hong Kong Special Administrative Region, the Macau Special Administrative
Region and Taiwan.

- i -

MiFID II Product Governance/Target Market
The Pricing Supplement in respect of any Notes may include a legend entitled "MiFID II investment firms'
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 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 about whether, for the purpose of the MiFID II
product governance rules under EU Delegated Directive 2017/593 (the "MiFID II Product Governance
Rules"), any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise
neither the Issuer, the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer
for the purpose of the MiFID II Product Governance Rules.
Product Classification Pursuant to Section 309B of the Securities and Futures Act (Chapter 289 of
Singapore)
The Pricing Supplement in respect of any Notes may include a legend entitled "Singapore Securities and
Futures Act Product Classification" which will state the product classification of the Notes pursuant to
section 309B(1) of the Securities and Futures Act (Chapter 289 of Singapore) (as modified or amended
from time to time, the "SFA"). Any such legend included on the relevant Pricing Supplement will constitute
notice to "relevant persons" for the purposes of section 309B(1)(c) of the SFA.
Benchmarks Regulation
Interest and/or other amounts payable under the Notes may be calculated by reference to certain reference
rates. Any such reference rate may constitute a benchmark for the purposes of Regulation (EU) 2016/1011
(the "Benchmarks Regulation"). If any such reference rate does constitute such a benchmark, the
applicable Pricing Supplement will indicate whether or not the benchmark is provided by an administrator
included in the register of administrators and benchmarks established and maintained by ESMA pursuant
to Article 36 (Register of administrators and benchmarks) of the Benchmarks Regulation. Transitional
provisions in the Benchmarks Regulation may have the result that the administrator of a particular
benchmark is not required to appear in the register of administrators and benchmarks at the date of the
applicable Pricing Supplement. The registration status of any administrator under the Benchmarks
Regulation is a matter of public record and, save where required by applicable law, the Issuer does not
intend to update the applicable Pricing Supplement to reflect any change in the registration status of the
administrator. For the avoidance of doubt, the Issuer is not subject to the Benchmarks Regulation.
Stabilisation
In connection with the issue of any Tranche (as defined in the "Summary of the Programme") of Notes, the
Dealer or Dealers (if any) named as the Stabilising Manager(s) (or person(s) acting on behalf of any
Stabilising Manager(s)) in the applicable Pricing Supplement 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 and will act as the central point responsible for handling any request from a competent authority
and public disclosures of information, in each case as required by Article 6(5) of Commission Delegated
Regulation (EU) 2016/1052 of 8 March 2016 with regard to regulatory technical standards for the
conditions applicable to buy-back programmes and stabilisation measures. However, stabilisation may not
necessarily occur. Any stabilisation 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 days after the issue date of the relevant Tranche of
Notes and 60 days after the date of the allotment of the relevant Tranche of Notes. Any stabilisation action
or over-allotment must be conducted by the relevant Stabilising Manager(s) (or person(s) acting on behalf
of any Stabilising Manager(s)) in accordance with all applicable laws and rules.

- ii -

DOCUMENTS INCORPORATED BY REFERENCE
The following documents shall be deemed to be incorporated by reference in, and to form part of, this
Offering Circular:
(i)
the most recent available audited financial statements of the Issuer beginning with such financial
statements for the years ended 31 December 2018 and 31 December 2019; and
(ii)
any amendment or supplement to this Offering Circular,
except that any statement contained in this Offering Circular and any of the documents incorporated by
reference in, and forming part of, this Offering Circular shall be deemed to be modified or superseded for
the purposes of this Offering Circular to the extent that a statement contained in a document subsequently
incorporated by reference in this Offering Circular modifies or supersedes that statement.
References to this "Offering Circular" shall be taken to mean this document and all the documents from
time to time incorporated by reference herein and forming a part hereof.
References to websites in this Offering Circular are made as inactive textual references for informational
purposes only; information found at such websites is not incorporated by reference in this Offering Circular.
The Issuer has undertaken, in connection with the listing of the Notes on the official list and the admission
of the Notes to trading on the regulated market of the Luxembourg Stock Exchange, that if there shall occur
any adverse change in the business or financial position of the Issuer 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
Programme, the Issuer will prepare or procure the preparation of an amendment or supplement to the
Offering Circular or, as the case may be, publish a new Offering Circular, for use in connection with any
subsequent issue by the Issuer of Notes to be listed on the official list and admitted to trading on the
regulated market of the Luxembourg Stock Exchange.
The Issuer will, at the specified offices of the Fiscal Agent and the Registrar, provide, free of charge, during
normal business hours, upon the oral or written request therefore, a copy of this Offering Circular and any
or all of the documents incorporated herein by reference. Written or oral requests for any such documents
should be directed to or to the order of the Fiscal Agent and the Registrar.
This Offering Circular and the documents incorporated herein by reference shall also be available to view
on the website of the Luxembourg Stock Exchange (www.bourse.lu).

- iii -

CONTENTS

Page
SUMMARY OF THE PROGRAMME ........................................................................................................ 1
RISK FACTORS .......................................................................................................................................... 5
USE OF PROCEEDS ................................................................................................................................. 11
COUNCIL OF EUROPE DEVELOPMENT BANK ................................................................................. 12
TERMS AND CONDITIONS OF THE NOTES ....................................................................................... 15
PROVISIONS RELATING TO THE NOTES WHILST IN GLOBAL FORM ........................................ 42
FORM OF PRICING SUPPLEMENT ....................................................................................................... 47
SUBSCRIPTION AND SALE ................................................................................................................... 56
GENERAL INFORMATION .................................................................................................................... 60
INDEX OF DEFINED TERMS ................................................................................................................. 63

- iv -

SUMMARY OF THE PROGRAMME
The following is a brief summary only and should be read in conjunction with the rest of this Offering
Circular and, in relation to any Notes, in conjunction with the relevant Pricing Supplement and, to the
extent applicable, the Terms and Conditions of the Notes set out herein.
Words and expressions defined in the "Terms and Conditions of the Notes" below or elsewhere in this
Offering Circular have the same meanings in this summary.
Issuer:
Council of Europe Development Bank.
Issuer Legal Entity
549300UYNXMI821WYG82
Identifier (LEI):
Arranger:
BNP Paribas.
Dealers:
BNP Paribas, BofA Securities Europe SA, HSBC Continental Europe,
Morgan Stanley & Co. International plc, Morgan Stanley Europe SE,
Nomura Financial Products Europe GmbH, RBC Capital Markets
(Europe) GmbH, RBC Europe Limited and any other Dealer appointed
from time to time by the Issuer either generally in respect of the
Programme or in relation to a particular Tranche (as defined below) of
Notes.

The Issuer may sell Notes issued under the Programme to institutions who
do not become Dealers under the Programme.
Fiscal Agent:
Deutsche Bank AG, London Branch.
Registrar:
Deutsche Bank Luxembourg S.A.
Luxembourg Listing
Deutsche Bank Luxembourg S.A.
Agent:
Initial Programme
EUR 25,000,000,000 (or its approximate equivalent in other currencies at
Amount:
the date of the agreement to issue any Tranche (as defined below) of
Notes). The maximum aggregate principal amount of Notes permitted to
be outstanding at any one time under the Programme is set out in the
Offering Circular. The maximum aggregate principal amount of Notes
which may be outstanding under the Programme may be increased from
time to time, subject to compliance with the relevant provisions of the
Dealership Agreement as defined under "Subscription and Sale".
Issuance in Series:
Notes will be issued in series (each, a "Series"). Each Series may comprise
one or more tranches ("Tranches" and each, a "Tranche") issued on
different issue dates. The Notes of each Series will all be subject to
identical terms, except that the issue price, issue date and the amount of
the first payment of interest may be different in respect of different
Tranches. The Notes of each Tranche will all be subject to identical terms
in all respects save that a Tranche may comprise Notes of different
denominations.
Form of Notes:
Notes may be issued in bearer form or in registered form. In respect of
each Tranche of Notes issued in bearer form, the Issuer will deliver a
temporary global Note (a "Temporary Global Note") or (if so specified
in the relevant Pricing Supplement in respect of Notes to which U.S.
Treasury Regulation §1.163-5(c)(2)(i)(C) or any successor regulation
issued under section 4701(b) of the Internal Revenue Code, as amended
(the "Code") that contains rules substantially identical to the rules that
currently apply under Code section 163(F)(2)(B) (the "TEFRA C Rules")
applies) a permanent global Note (a "Permanent Global Note"). Each
Global Note (which expression includes a Temporary Global Note and a

- 1 -

Permanent Global Note) which is not intended to be issued in new global
note form (a "Classic Global Note" or "CGN"), as specified in the
relevant Pricing Supplement, will be deposited on or before the relevant
issue date therefor with a depositary or a common depositary for Euroclear
Bank SA/NV ("Euroclear") and/or Clearstream Banking S.A.
("Clearstream") and/or any other relevant clearing system, and each
Global Note which is intended to be issued in new global note form (a
"New Global Note" or "NGN"), as specified in the relevant Pricing
Supplement, will be deposited on or around the relevant issue date with a
common safekeeper for Euroclear and/or Clearstream. Each Temporary
Global Note will be exchangeable for a Permanent Global Note or, if so
specified in the relevant Pricing Supplement, for Notes in definitive bearer
form ("Definitive Note") and/or (if so specified in the relevant Pricing
Supplement) registered form in accordance with its terms ("Registered
Notes"). Each Permanent Global Note will be exchangeable for Definitive
Notes and/or (if so specified in the relevant Pricing Supplement)
Registered Notes in accordance with its terms. (See further under
"Provisions Relating to the Notes whilst in Global Form" below).
Definitive Notes will, if interest-bearing, have interest coupons
("Coupons") attached and, if appropriate, a talon ("Talon") for further
Coupons and will, if the principal thereof is repayable by instalments, have
payment receipts ("Receipts") attached. Each Note issued in registered
form shall represent the entire holding of Registered Notes by the same
Holder. A Registered Note may be registered in the name of a nominee for
one or more clearing systems and such a Note is referred to herein as a
"Global Registered Note".

Each Note represented by a Global Registered Note will either be: (a) in
the case of a Note which is not to be held under the new safekeeping
structure ("New Safekeeping Structure" or "NSS"), registered in the
name of a common depositary (or its nominee) for Euroclear and/or
Clearstream and/or any other relevant clearing system, and the relevant
Global Registered Note will be deposited on or about the issue date with
the common depositary; or (b) in the case of a Note to be held under the
New Safekeeping Structure, be registered in the name of a common
safekeeper (or its nominee) for Euroclear and/or Clearstream, and the
relevant Global Registered Note will be deposited on or about the issue
date with the common safekeeper for Euroclear and/or Clearstream.
Currencies:
Notes may be denominated in any currency or currencies, including,
without limitation, Euro, Japanese Yen, Sterling, Renminbi and United
States Dollars, subject to compliance with all applicable legal and/or
regulatory and/or central bank requirements.
Status:
Notes will be issued on an unsecured and unsubordinated basis, unless
otherwise specified in the relevant Pricing Supplement.
Issue Price:
Notes may be issued at any price and either on a fully or partly paid basis,
as specified in the relevant Pricing Supplement. The price and amount of
Notes to be issued under the Programme will be determined by the Issuer
and the relevant Dealer(s) at the time of issue in accordance with
prevailing market conditions.
Maturities:
Any maturity, subject, in relation to specific currencies, to compliance
with all applicable legal and/or regulatory and/or central bank
requirements.
Redemption:
Notes may be redeemable at par or at such other Redemption Amount
(detailed in a formula, index or otherwise) as may be specified in the
relevant Pricing Supplement. Notes may also be redeemable in two or

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more instalments on such dates and in such manner as may be specified in
the relevant Pricing Supplement.
Early Redemption:
Early Redemption will be permitted only to the extent specified in the
relevant Pricing Supplement.
Interest:
Notes may be interest-bearing or non-interest bearing. Interest (if any) may
accrue at a fixed or floating rate and may vary during the lifetime of the
relevant Series.
Denominations:
Notes will be issued in such denominations as may be specified in the
relevant Pricing Supplement, subject to compliance with all applicable
legal and/or regulatory and/or central bank requirements.
Taxation:
Payments in respect of Notes will be made without gross-up for any
present or future taxes, duties, assessments or governmental charges
whatsoever.
Listing and Admission to
Each Series may be listed on the official list and admitted to trading on the
Trading:
regulated market of the Luxembourg Stock Exchange and/or admitted to
listing, trading and/or quotation on or by any other listing authority, stock
exchange and/or quotation system as may be agreed between the Issuer
and the relevant Dealer and specified in the relevant Pricing Supplement,
or may be unlisted.
Terms and Conditions:
A Pricing Supplement will be prepared in respect of each Tranche of Notes
a copy of which will, in the case of Notes to be listed on the official list
and admitted to trading on the regulated market of the Luxembourg Stock
Exchange and/or to be admitted to listing, trading and/or quotation on or
by any other listing authority, stock exchange and/or quotation system, be
delivered to the Luxembourg Stock Exchange and/or any other such listing
authority, stock exchange and/or quotation system on or before the date of
issue of such Notes. The terms and conditions applicable to each Tranche
will be those set out herein under "Terms and Conditions of the Notes" as
supplemented, modified or replaced by the relevant Pricing Supplement.
Enforcement of Notes in
In the case of Notes governed by English law which are in global form,
Global Form:
individual investors will have the benefit of a deed of covenant executed
by the Issuer dated 10 December 2020 (the "Deed of Covenant").
Governing Law:
The Notes, and all non-contractual obligations arising out of or in
connection with the Notes, are governed by, and shall be construed in
accordance with, English law or Luxembourg law as specified in the
applicable Pricing Supplement to the extent that the application of any
such law does not derogate from the Third Protocol to the General
Agreement on Privileges and Immunities of the Council of Europe adopted
on 6 March 1959 (the "Third Protocol") or from the Articles of
Agreement of the Issuer.

The Amended and Restated Dealership Agreement dated 10 December
2020 and the Amended and Restated Fiscal Agency Agreement dated 10
December 2020 entered into in connection with the Notes, the Deed of
Covenant and all non-contractual obligations arising out of or in
connection with the Amended and Restated Dealership Agreement, the
Amended and Restated Fiscal Agency Agreement and the Deed of
Covenant are governed by, and shall be construed in accordance with,
English law, to the extent that the application of English law does not
derogate from the Third Protocol or from the Articles of Agreement of the
Issuer.

- 3 -

Clearing Systems:
Euroclear, Clearstream or any other clearing system as may be specified
in the relevant Pricing Supplement.
Selling Restrictions:
For a description of certain restrictions on offers, sales and deliveries of
Notes and on the distribution of offering material in the United States of
America, the United Kingdom, France, Japan, the PRC, Hong Kong,
Singapore and Luxembourg, see under "Subscription and Sale". Further
restrictions may be required in connection with any particular Tranche of
Notes. Any such further restrictions will be specified in the relevant
Pricing Supplement.

For United States securities law and tax purposes only, the Issuer is a
Category 2 issuer under Regulation S. In relation to Bearer Notes, TEFRA
D will apply, unless TEFRA C is specified in the relevant Pricing
Supplement. Notes will be Rule 144A eligible if so specified in the
relevant Pricing Supplement.

- 4 -

RISK FACTORS
This section does not describe all the risks of an investment in the Notes. Prospective purchasers should
also read the detailed information set out elsewhere in this Offering Circular and consult their own
professional advisers about the risks associated with investment in a particular series of Notes and the
suitability of investing in those Notes in the light of their particular circumstances.
Risks related to Structured Notes
The Notes may be issued in the form of structured notes. Structured notes are Notes in relation to which
principal and/or interest is linked to exchange rates, commodity prices, interest rates, credit events or other
assets, indices, formulae or events or which may be redeemed early at the option of the Issuer.
An investment in structured notes may entail significant risks not associated with similar investments in
conventional debt securities, including the risks that the resulting interest rate will be less than that payable
on a conventional debt security at the same time and/or that an investor could lose all or a substantial portion
of the principal amount of its investment.
Historical values should not be taken as an indication of future values.
General risks related to the Notes
Modification, waivers and substitution
The conditions of the Notes contain provisions for calling meetings of Holders to consider matters affecting
their interests generally. These provisions permit defined majorities to bind all Holders including Holders
who did not attend and vote at the relevant meeting and Holders who voted in a manner contrary to the
majority.
No consent or approval of Holders of Notes is required for a variation of the "Terms and Conditions of the
Notes" applicable to such Notes and/or the Fiscal Agency Agreement in order to effect a Benchmark
Amendment (as defined in "Terms and Conditions of the Notes").
There is no active trading market for the Notes
Notes issued under the Programme will be new securities which may not be widely distributed and for
which there is currently no active trading market (unless in the case of any particular Tranche, such Tranche
is to be consolidated with and form a single series with a Tranche of Notes which is already issued). If the
Notes are traded after their initial issuance, they may trade at a discount to their initial offering price,
depending upon prevailing interest rates, the market for similar securities, general economic conditions and
the financial condition of the Issuer. Accordingly, there is no assurance as to the development or liquidity
of any trading market for any particular Tranche of Notes. Illiquidity may have a severely adverse effect
on the market value of Notes. Investors may not be able to sell their Notes easily or at prices that will
provide them with a yield comparable to similar investments that have a developed secondary market.
Because the Global Notes are held by or on behalf of Euroclear and/or Clearstream, investors will have
to rely on their procedures for transfer, payment and communication with the Issuer
Notes issued under the Programme may be represented by one or more Global Notes. Such Global Notes
will be deposited with a common depositary or a common safekeeper for Euroclear and/or Clearstream.
Except in the circumstances described in the relevant Global Note, investors will not be entitled to receive
definitive Notes. Euroclear and/or Clearstream will maintain records of the beneficial interests in the Global
Notes. While the Notes are represented by one or more Global Notes, investors will be able to trade their
beneficial interests only through Euroclear and/or Clearstream.
While the Notes are represented by one or more Global Notes, the Issuer will discharge its payment
obligations under the Notes by making payments to or to the order of the common depository or common
safekeeper (as applicable) for Euroclear and Clearstream or a nominee thereof for distribution to their
account holders. A holder of a beneficial interest in a Global Note must rely on the procedures of Euroclear
and/or Clearstream to receive payments under the relevant Notes. The Issuer has no responsibility or
liability for the records relating to, or payments made in respect of, beneficial interests in the Global Notes.

- 5 -

Document Outline

#4">DOCUMENTS INCORPORATED BY REFERENCE
#4">The following documents shall be deemed to be incorporated by reference in, and to form part of, this Offering Circular:
- #4">(i) the most recent available audited financial statements of the Issuer beginning with such financial statements for the years ended 31 December 2018 and 31 December 2019; and
- #4">(ii) any amendment or supplement to this Offering Circular,
#6">SUMMARY OF THE PROGRAMME
#10">RISK FACTORS
#10">Risks related to Structured Notes
#10">General risks related to the Notes
#10">Modification, waivers and substitution
#10">There is no active trading market for the Notes
#10">Because the Global Notes are held by or on behalf of Euroclear and/or Clearstream, investors will have to rely on their procedures for transfer, payment and communication with the Issuer
#13">Risks relating to Notes denominated in Renminbi
#13">Renminbi is not freely convertible, there are significant restrictions on the remittance of Renminbi into and out of the PRC and there is only limited availability of Renminbi outside the PRC, all of which may affect the liquidity of the Renminbi Not...
#13">Investment in the Renminbi Notes is subject to exchange rate risks
#14">Investment in the Renminbi Notes is subject to currency risk
#14">Investment in the Renminbi Notes is subject to interest rate risks
#14">Payments with respect to the Renminbi Notes may be made only in the manner designated in the Notes
#14">Gains on the transfer of the Renminbi Notes may become subject to income taxes under PRC tax laws
#16">USE OF PROCEEDS
#17">COUNCIL OF EUROPE DEVELOPMENT BANK
#17">Establishment and Duration
#17">Objectives and Activities
#17">Resources
#17">Management
#17">

ð·
#18">

ð·
#18">

ð·
#18">

ð·
#18">Legal Position of the Issuer
#18">Privileges and Immunities of the Issuer
#18">Pursuant to the Third Protocol, the Issuer enjoys in its Member States, inter alia, the following privileges and immunities:
- #18">(a) immunity of its property and assets from all forms of seizure, attachment or execution before the delivery against the Issuer of a final enforceable judgment rendered by a court of competent jurisdiction;
- #18">(b) immunity of its property and assets from search, requisition, confiscation, expropriation or any other form of distraint by executive or legislative action;
- #18">(c) freedom of its property and assets from restrictions, regulations, controls and moratoria of any nature;
- #18">(d) the right to hold currency of any kind and operate accounts in any currency and to freely transfer its funds from one country to another or within any country and to convert any currency held by it into any other currency; and
- #18">(e) exemption from all direct and certain indirect taxes.
#18">Membership
#18">In accordance with the Articles of Agreement, members of the Issuer may include:
- #18">(a) any member state of the Council of Europe;
- #18">(b) a European state which is not a member of the Council of Europe upon authorisation by the Issuer's Governing Board; and
- #18">(c) international institutions with a European focus upon authorisation by the Issuer's Governing Board.
#19">Further Information
#20">TERMS AND CONDITIONS OF THE NOTES
#20">In respect of any Notes, references herein to these Terms and Conditions are to these terms and conditions as completed, supplemented or modi“ed or (to the extent thereof) replaced by the Pricing Supplement.
- #20">1. Form and Denomination
  - #20">1.1 Notes are issued in bearer form ("Bearer Notes") or in registered form ("Registered Notes"), as specified in the Pricing Supplement, and are serially numbered. Registered Notes are not exchangeable for Bearer Notes.
  - #20">1.2 Interest-bearing Bearer Notes have attached thereto at the time of their initial delivery coupons ("Coupons"), the presentation of which will be a prerequisite to the payment of interest save in certain circumstances specified herein. In addition,...
  - #20">1.3 Bearer Notes, the principal amount of which is repayable by instalments ("Instalment Notes") have attached thereto at the time of their initial delivery, payment receipts ("Receipts") in respect of the instalments of principal.
  - #21">1.4 Bearer Notes are in the Specified Denomination or Specified Denominations (each of which Specified Denomination is integrally divisible by each smaller Specified Denomination) specified in the Pricing Supplement. Bearer Notes of one denomination m...
  - #21">1.5 Registered Notes are in the minimum denomination specified in the Pricing Supplement (the "Minimum Denomination") or integral multiples thereof.
  - #21">1.6 The Notes are denominated in such currency as may be specified in the Pricing Supplement. Any currency may be so specified, subject to compliance with all applicable legal and/or regulatory and/or central bank requirements.
  - #21">1.7 Notes governed by English law may be issued on a partly paid basis ("Partly Paid Notes") if so specified in the Pricing Supplement. The subscription moneys therefor shall be paid in such number of instalments ("Partly Paid Instalments") in such am...
- #22">2. Title and Transfer
  - #22">2.1 Title to Bearer Notes, Receipts and Coupons passes by delivery. References herein to the "Holders" of Bearer Notes or of Receipts or Coupons are to the bearers of such Bearer Notes or such Receipts or Coupons.
  - #22">2.2 Title to Registered Notes passes by registration in the register which the Issuer shall procure to be kept by the Registrar. References herein to the "Holders" of Registered Notes are to the persons in whose names such Registered Notes are so regi...
  - #22">2.3 The Holder of any Bearer Note, Coupon or Registered Note will (except as otherwise required by applicable law or regulatory requirement) be treated as its absolute owner for all purposes (whether or not it is overdue and regardless of any notice o...
  - #22">2.4 A Registered Note may, upon the terms and subject to the conditions set forth in the Fiscal Agency Agreement, be transferred in whole or in part only (provided that such part is, or is an integral multiple of, the Minimum Denomination specified in...
  - #22">2.5 If so specified in the Pricing Supplement, the Holder of Bearer Notes may exchange the same for the same aggregate principal amount of Registered Notes upon the terms and subject to the conditions set forth in the Fiscal Agency Agreement. In order...
  - #22">2.6 Each new Registered Note to be issued upon the transfer of a Registered Note or the exchange of a Bearer Note for a Registered Note will, within three Relevant Banking Days of the Transfer Date or, as the case may be, the Exchange Date be availabl...
    - #22">(i) "Relevant Banking Day" means a day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) in the place where the specified office of the Registrar is located and, in the case only of...
    - #22">(ii) the "Exchange Date" shall be the Relevant Banking Day following the day on which the relevant Bearer Note shall have been surrendered for exchange in accordance with Condition 2.5; and
    - #22">(iii) the "Transfer Date" shall be the Relevant Banking Day following the day on which the relevant Registered Note shall have been surrendered for transfer in accordance with Condition 2.4.
  - #23">2.7 The issue of new Registered Notes on transfer or on the exchange of Bearer Notes for Registered Notes will be effected without charge by or on behalf of the Issuer, the Fiscal Agent or, as the case may be, the Registrar but upon payment by the app...
  - #23">2.8 Upon the transfer, exchange or replacement of Registered Notes bearing the private placement legend (the "Private Placement Legend") set forth in the form of Registered Note scheduled to the Fiscal Agency Agreement, the Registrar shall deliver onl...
  - #23">2.9 For so long as any of the Registered Notes bearing the Private Placement Legend remain outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, the Issuer covenants and agrees that it shall, during...
- #23">3. Status of the Notes
- #23">4. Negative Pledge
- #24">5. Interest
  - #24">5.1 Notes may be interest-bearing or non-interest-bearing, as specified in the Pricing Supplement. Words and expressions appearing in this Condition 5 and not otherwise de“ned herein or in the Pricing Supplement shall have the meanings given to them i...
  - #24">5.2 Each fixed rate Note bears interest on its outstanding nominal amount (or, if it is a Partly Paid Note, the amount paid up) from (and including) the Interest Commencement Date at the rate(s) per annum equal to the Interest Rate(s) payable in arrea...
  - #24">5.3 If Screen Rate Determination is specified in the Pricing Supplement relating to floating rate Notes as the manner in which the Interest Rate(s) is/are to be determined, the Pricing Supplement shall specify the offered rate for deposits (the "Refer...
    - #24">(i) the Calculation Agent will determine the Reference Rate (or, as the case may require, the arithmetic mean (rounded, if necessary, to the nearest ten thousandth of a percentage point, 0.00005 being rounded upwards) of the Reference Rate) in the re...
    - #24">(ii) if, on any Interest Determination Date, no such Reference Rate so appears (or, as the case may be, if fewer than two such rates for deposits so appear) or if the Relevant Screen Page is unavailable, the Calculation Agent will request appropriate...
    - #24">(iii) if, on any Interest Determination Date, only two or three rates are so quoted, the Calculation Agent will determine the arithmetic means (rounded as aforesaid) of the rates so quoted; or
    - #25">(iv) if fewer than two rates are so quoted, the Calculation Agent will determine the arithmetic mean (rounded as aforesaid) of the rates quoted by four major banks in the Relevant Financial Centre (or, in the case of Notes denominated in Euro, in suc...
  - #25">5.4 If ISDA Determination is specified in the relevant Pricing Supplement relating to floating rate Notes as the manner in which the Interest Rate(s) is/are to be determined, subject to Condition 5.11, the Interest Rate applicable to the Notes for eac...
    - #25">(i) the Floating Rate Option (as defined in the ISDA Definitions) is as specified in the relevant Pricing Supplement;
    - #25">(ii) the Designated Maturity (as defined in the ISDA Definitions) is a period specified in the relevant Pricing Supplement; and
    - #25">(iii) the relevant Reset Date (as defined in the ISDA Definitions) is either (A) if the relevant Floating Rate Option is based on the London inter-bank offered rate ("LIBOR") for a currency, the first day of that Interest Period or (B) in any other c...
  - #25">5.5 If any Maximum or Minimum Interest Rate is specified in the Pricing Supplement, then the Interest Rate shall in no event be greater than the maximum or be less than the minimum so specified.
- #25">Even where no Minimum Interest Rate is specified in the Pricing Supplement, the Interest Rate shall in no event be less than zero unless the relevant Pricing Supplement explicitly provides for the possibility of a negative Interest Rate.
  - #25">5.6 Interest shall accrue on the Outstanding Principal Amount of each Note during each Interest Period from the Interest Commencement Date. Interest will cease to accrue as from the due date for redemption therefor (or, in the case of an Instalment No...
  - #26">5.7 If a Calculation Agent is specified in the Pricing Supplement, the Calculation Agent, as soon as practicable after the Relevant Time on each Interest Determination Date (or such other time on such date as the Calculation Agent may be required to c...
  - #26">5.8 The amount of interest payable in respect of any Note for any period shall be calculated by multiplying the product of the Interest Rate and the Outstanding Principal Amount by the Day Count Fraction, save that (i) if the Pricing Supplement speci“...
  - #27">5.9 "Applicable Business Day Convention" means the "Business Day Convention" which may be specified in the Pricing Supplement as applicable to any date in respect of the Notes. Where the Pricing Supplement speci“es "No Adjustment" in relation to any d...
  - #32">5.10 If any Redemption Amount (as de“ned in Condition 6.9) or Instalment Amount in respect of any Note which is non-interest bearing is not paid when due, interest shall accrue on the overdue amount at a rate per annum (expressed as a percentage per a...
  - #32">5.11 (a) Independent Adviser
  - #32">Notwithstanding the provisions above, if a Benchmark Event occurs in relation to the Reference Rate when the Interest Rate (or any component part thereof) for any Interest Period remains to be determined by reference to such Reference Rate, then the I...
    - #32">(b) Successor Rate or Alternative Rate
    - #32">(i) there is a Successor Rate, then such Successor Rate shall (subject to adjustment as provided in paragraph (c) below) subsequently be used in place of the Reference Rate to determine the Interest Rate for the immediately following Interest Period a...
    - #33">(ii) there is no Successor Rate but that there is an Alternative Rate, then such Alternative Rate shall (subject to adjustment as provided in paragraph (c) below) subsequently be used in place of the Reference Rate to determine the Interest Rate for t...
      - #33">(c) Adjustment Spread
      - #33">(d) Benchmark Amendments
      - #33">(e) Notices, etc.
      - #33">(f) Certificate
    - #33">(i) confirming (x) that a Benchmark Event has occurred, (y) the relevant Successor Rate, or, as the case may be, the relevant Alternative Rate and, (z) where applicable, any relevant Adjustment Spread and/or the specific terms of any relevant Benchmar...
    - #33">(ii) certifying that the relevant Benchmark Amendments are necessary to ensure the proper operation of such relevant Successor Rate, Alternative Rate and/or Adjustment Spread.
      - #34">(g) Definitions
  - #34">(i) in the case of a Successor Rate, is formally recommended, or formally provided as an option for parties to adopt, in relation to the replacement of the Reference Rate with the Successor Rate by any Relevant Nominating Body; or
  - #34">(ii) (if no such spread, formula or methodology has been recommended or provided as an option, or in the case of an Alternative Rate), the Issuer determines, following consultation with the Independent Adviser and acting in good faith, is customarily ...
  - #34">(iii) (if no such determination has been made) the Issuer determines, following consultation with the Independent Adviser and acting in good faith, is recognised or acknowledged as being the industry standard for over-the-counter derivative transactio...
  - #34">(iv) (if the Issuer determines that no such industry standard is recognised or acknowledged) the Issuer, in its discretion, following consultation with the Independent Adviser and acting in good faith, determines to be appropriate to reduce or elimina...
  - #35">(i) the relevant Reference Rate has ceased to be published on the Relevant Screen Page as a result of such benchmark ceasing to be calculated or administered; or
  - #35">(ii) a public statement by the administrator of the relevant Reference Rate that (in circumstances where no successor administrator has been or will be appointed that will continue publication of such Reference Rate) it has ceased publishing such Refe...
  - #35">(iii) a public statement by the supervisor of the administrator of the relevant Reference Rate that such Reference Rate has been or will be, by a specified future date (the "Specified Future Date"), permanently or indefinitely discontinued; or
  - #35">(iv) a public statement by the supervisor of the administrator of the relevant Reference Rate that means that such Reference Rate will, by a specified future date (the "Specified Future Date"), be prohibited from being used or that its use will be sub...
  - #35">(v) a public statement by the supervisor of the administrator of the relevant Reference Rate that, in the view of such supervisor, such Reference Rate is or will, by a specified future date (the "Specified Future Date"), be no longer representative of...
  - #35">(vi) it has or will, by a specified date within the following six months, become unlawful for the Calculation Agent to calculate any payments due to be made to any Holder using the Reference Rate (including, without limitation, under the Benchmarks Re...
  - #35">(i) the central bank for the currency to which the benchmark or screen rate (as applicable) relates, or any central bank or other supervisory authority which is responsible for supervising the administrator of the benchmark or screen rate (as applicab...
  - #35">(ii) any working group or committee sponsored by, chaired or co-chaired by or constituted at the request of (a) the central bank for the currency to which the benchmark or screen rate (as applicable) relates, (b) any central bank or other supervisory ...
- #35">6. Redemption and Purchase
  - #35">6.1 Unless previously redeemed, or purchased and cancelled or unless such Note is stated in the Pricing Supplement as having no “xed maturity date, each Note shall be redeemed at its maturity redemption amount (the "Maturity Redemption Amount") (which...
  - #36">6.2 If this Condition 6.2 is specified in the Pricing Supplement as being applicable, then the Issuer may, having given the appropriate notice and subject to such conditions as may be specified in the Pricing Supplement, redeem all (but not, unless an...
  - #36">6.3 The appropriate notice referred to in Condition 6.2 is a notice given by the Issuer to the Holders of the Notes of the relevant Series in accordance with Condition 13, which notice shall be irrevocable and shall specify:
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- #36">6.4 If the Notes of a Series are to be redeemed in part only on any date in accordance with Condition 6.2:
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  - #37">6.5 If this Condition 6.5 is specified in the Pricing Supplement as being applicable, then the Issuer shall, upon the exercise of the relevant option by the Holder of any Note of the relevant Series, redeem such Note on the date specified in the relev...
  - #37">6.6 The Issuer may at any time purchase Notes in the open market or otherwise and at any price provided that, in the case of interest-bearing Notes, all unmatured Receipts, Coupons and unexchanged Talons appertaining thereto are surrendered therewith....
  - #37">6.7 All unmatured Notes and Coupons and unexchanged Talons redeemed or purchased in accordance with this Condition 6 may be cancelled, reissued or resold.
  - #37">6.8 The provisions of Condition 5.7 and the last paragraph of Condition 5.8 shall apply to any determination or calculation of the Redemption Amount or any Instalment Amount required by the Pricing Supplement to be made by the Calculation Agent (as de...
  - #37">6.9 References herein to "Redemption Amount" shall mean, as appropriate, the Maturity Redemption Amount, the “nal Instalment Amount, Early Redemption Amount (Call), Early Redemption Amount (Put) and Early Termination Amount or such other amount in the...
  - #38">6.10 In the case of any Note which is non-interest bearing, the "Amortised Face Amount" shall be an amount equal to the sum of:
  - #38">6.11 In the case of any Note which is non-interest bearing, if any Redemption Amount (other than the Maturity Redemption Amount) is improperly withheld or refused or default is otherwise made in the payment thereof, the Amortised Face Amount shall be ...
- #38">7. Events of Default
  - #38">7.1 Unless otherwise specified in the relevant Pricing Supplement, the following events or circumstances (each an "Event of Default") shall be acceleration events in relation to the Notes of any Series, namely:
    - #38">(a) default is made in the payment in full of any principal or interest due on the Notes or any of them on the due date and such default continues for a period of thirty days; or
    - #38">(b) the Issuer fails to perform or observe any of its other obligations under any of the Notes and such failure continues for the period of ninety days next following the service by the relevant Holder on the Issuer of notice requiring the same to be ...
    - #38">(c) the Issuer shall become insolvent or be liquidated under Article XV Section 3 of its Articles of Agreement or otherwise cease to exist.
  - #38">7.2 If any Event of Default shall occur in relation to any Series of Notes, any Holder of Note of the relevant Series may, by written notice to the Issuer, at the specified office of the Fiscal Agent, declare that such Note and (if the Note is interes...
- #39">8. Payments
- #43">9. Prescription
  - #43">9.1 Claims against the Issuer for payment of principal and interest in respect of Notes will be prescribed and become void unless made, in the case of principal, within ten years or, in the case of interest, “ve years after the Relevant Date (as de“ne...
  - #44">9.2 In relation to De“nitive Notes initially delivered with Talons attached thereto, there shall not be included in any Coupon sheet issued upon exchange of a Talon any Coupon which would be void upon issue pursuant to Condition 8 A.6 or the due date ...
- #44">10. The Paying Agents, the Registrar and the Calculation Agent
  - #44">10.1 The initial Fiscal Agent and the Registrar and their respective initial specified offices are specified below. The Calculation Agent in respect of any Notes shall be specified in the Pricing Supplement. The Issuer reserves the right at any time, ...
  - #44">10.2 The Paying Agents, the Registrar and the Calculation Agent act solely as agents of the Issuer and, save as provided in the Fiscal Agency Agreement or any other agreement entered into with respect to its appointment, do not assume any obligations ...
- #44">11. Replacement of Notes
- #44">12. Meetings of Holders and Modi“cation
- #45">13. Notices
- #45">14. Further Issues
- #45">15. Taxation
- #45">16. Rights of Third Parties
- #46">17. Law and Jurisdiction
  - #46">17.1 The Notes, and all non-contractual obligations arising out of or in connection with the Notes, are governed by, and shall be construed in accordance with, English law or Luxembourg law as specified in the applicable Pricing Supplement to the exte...
  - #46">17.2 The Fiscal Agency Agreement, the Deed of Covenant and all non-contractual obligations arising out of or in connection with the Fiscal Agency Agreement and the Deed of Covenant are governed by, and shall be construed accordance with, English law, ...
  - #46">17.3 In relation to any legal action or proceedings arising out of or in connection with the Notes ("Proceedings"), the Issuer irrevocably and exclusively submits to the jurisdiction of the courts of England and Wales for Notes that are governed by En...
  - #46">17.4 To the fullest extent permitted by all applicable laws and by the Third Protocol, the Issuer consents generally in respect of any Proceedings to the giving of any relief or the issue of any process in connection with such Proceedings including, w...
  - #46">17.5 The Issuer agrees that the process by which any Proceedings in England and Wales are begun may be served on it by being delivered to Law Debenture Corporate Services Limited, Eighth Floor, 100 Bishopsgate, London EC2N 4AG or its other principal p...
#47">PROVISIONS RELATING TO THE NOTES WHILST IN GLOBAL FORM
#52">FORM OF PRICING SUPPLEMENT
#53">[Include whichever of the following apply or specify as "Not Applicable" (N/A). Note that the numbering should remain as set out below, even if "Not Applicable" is indicated for individual paragraphs or subparagraphs. Italics denote directions for c...
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#61">SUBSCRIPTION AND SALE
#61">General
#61">United States of America
#62">Each Dealer has represented, warranted and agreed, and each further Dealer appointed under the Programme will be required to represent, warrant and agree, that:
- #62">(a) Financial promotion: it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received ...
- #62">(b) General compliance: it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Notes in, from or otherwise involving the United Kingdom.
#62">France
#62">Japan
#62">Luxembourg
#62">Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that the Notes may not be offered or sold to the public within the territory of the Grand Duchy of Luxembourg unless:
- #62">(a) a prospectus has been duly approved by the Commission de Surveillance du Secteur Financier (the "CSSF") pursuant to part II of the Luxembourg law dated 16 July 2019 on prospectuses for securities, which applies Regulation (EU) 2017/1129 (the "Pros...
- #62">(b) if Luxembourg is not the home Member State as defined under the Prospectus Regulation, the CSSF and the European Securities and Markets Authority have been provided by the competent authority in the home Member State with a certificate of approval...
- #63">(c) the offer of Notes benefits from an exemption from, or constitutes a transaction not subject to, the requirement to publish a prospectus or similar document under the Luxembourg Prospectus Law.
#63">People's Republic of China
#63">Hong Kong
#63">Each Dealer has represented, warranted and agreed, and each further Dealer appointed under the Programme will be required to represent, warrant and agree, that:
- #63">(a) it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any Notes (except for Notes which are a "structured product" as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the "SFO")) othe...
- #63">(b) it has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Notes, which...
#63">Singapore
- #64">(a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited in...
- #64">(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,
- #64">(i) to an institutional investor or to a relevant person, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;
- #64">(ii) where no consideration is or will be given for the transfer;
- #64">(iii) where the transfer is by operation of law;
- #64">(iv) as specified in Section 276(7) of the SFA; or
- #64">(v) as specified in Regulation 37A of the Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018.
#65">GENERAL INFORMATION
#65">1. Application has been made to list the Notes issued under the Programme on the official list and to admit such Notes to trading on the regulated market of the Luxembourg Stock Exchange.
#65">2. The update of the Programme was authorised by the competent committee of the Issuer on 27 October 2020. Each Series of Notes will be authorised under the annual borrowing authorisation of the Issuer's Administrative Council.
#65">3. No consent, approval, authorisation or order of any regulatory authority is required by the Issuer for the issue of the Notes.
#65">4. The following documents will, so long as any Note is outstanding, be available for inspection during normal business hours on any weekday (Saturday and public holidays excepted) at (and, in the case of items (iv), (v) and (vii), will be obtainable ...
- #65">(i) the Dealership Agreement;
- #65">(ii) the Fiscal Agency Agreement;
- #65">(iii) the Deed of Covenant;
- #65">(iv) each Pricing Supplement relating to listed Notes;
- #65">(v) this Offering Circular and any supplement hereto or further Offering Circular;
- #65">(vi) the Basic Texts of the Issuer (including the Articles of Agreement and the Third Protocol); and
- #65">(vii) the most recent publicly available audited financial statements of the Issuer beginning with such financial statements for the years ended 31 December 2018 and 31 December 2019.
#65">5. As at the date stated on the front of this Offering Circular, no audited accounts of the Issuer have been made up in respect of any period subsequent to 31 December 2019.
#65">6. The Issuer is not involved in any legal, arbitration or administrative proceedings the outcome of which is or may be material in the context of the Programme or the issue of the Notes nor, so far as the Issuer is aware, are any such proceedings pen...
#65">7. There has been no material adverse change in the condition (financial or otherwise) of the Issuer since 31 December 2019.
#65">8. The Notes have been accepted for clearance through Euroclear and Clearstream. The appropriate Common Code, International Securities Identification Number (ISIN), Financial Instrument Short Name (FISN) and Classification of Financial Instruments (CF...
#65">9. Bearer Notes (other than Temporary Global Notes) and any Coupon appertaining thereto will bear a legend substantially to the following effect: "Any United States person who holds this obligation will be subject to limitations under the United State...
#66">10. Save for the comments made below by the Issuer as of the date of this Offering Circular in relation to the FTT and FATCA, no comment is made, and no advice is given, by the Issuer, the Arranger or any Dealer in respect of taxation matters relating...
#66">11. As at the date of this Offering Circular, the Issuer is exempt from Regulation (EU) No 1286/2014 on key information documents for packaged retail and insurance-based investment products (PRIIPs) (the "PRIIPs Regulation") as the Issuer is a public ...
#66">12. In the ordinary course of their business activities, the Dealers and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (includi...
#67">13. The Legal Entity Identifier (LEI) of the Issuer is: 549300UYNXMI821WYG82.
#68">INDEX OF DEFINED TERMS