Obligation European Development Council Bank 2.5% ( US222213AS92 ) en USD

European Development Council Bank

100 % ▲

France

US222213AS92 ( en USD )

2.5% par an ( paiement semestriel )

26/02/2024 - Obligation échue

Prospectus brochure de l'obligation Council of Europe Development Bank US222213AS92 en USD 2.5%, échue

1 000 USD

1 000 000 000 USD

222213AS9

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

L'obligation US222213AS92 (CUSIP: 222213AS9), émise par la Banque de Développement du Conseil de l'Europe en France pour un montant total de 1 000 000 000 USD, avec un taux d'intérêt de 2,5%, une taille minimale d'achat de 1 000 USD, une maturité fixée au 26/02/2024 et une fréquence de paiement semestrielle, a atteint sa maturité et a été intégralement remboursée à un prix de marché de 100%.

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424B5 1 d656901d424b5.htm 424B5
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
2.500% Notes due February 27, 2024
The Council of Europe Development Bank (the "Bank" or "CEB") will pay interest on the 2.500% Notes due February 27, 2024 (the "Notes") on
February 27 and August 27 of each year. Interest will accrue on the Notes from and including February 27, 2019 and the first interest payment date will be
August 27, 2019. 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: 99.422% AND ACCRUED INTEREST, IF ANY

Underwriting
Price to
Discounts
Proceeds to

Public (1)

and Commissions (2)

CEB (3)

Per Note

99.422%

0.125%

99.297%
Total

$994,220,000

$1,250,000
$992,970,000

(1)
Plus accrued interest, if any, from February 27, 2019, if settlement occurs after that date.
(2)
The CEB has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended.
(3)
Before deducting expenses related to the offering.

Neither the 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
February 27, 2019.

Barclays

Citigroup

Deutsche Bank
Goldman Sachs International

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Pricing Supplement dated February 20, 2019
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-6
ADDITIONAL INFORMATION ON UNITED STATES TAXATION
PS-6
UNDERWRITING
PS-7
VALIDITY OF THE NOTES
PS-9
EXPERTS
PS-10
GENERAL INFORMATION
PS-11
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

3
THE COUNCIL OF EUROPE DEVELOPMENT BANK

4
USE OF PROCEEDS

5
DEBT RECORD

5
DESCRIPTION OF SECURITIES

6
General

6
Ranking

7
Negative Pledge

7
Default, Acceleration of Maturity

7
Redemption

8
Repurchase

8
Amendments

8
Governing Law, Jurisdiction and Consent to Service

8
UNDERWRITING

10
GLOBAL CLEARANCE AND SETTLEMENT

11
CURRENCY CONVERSIONS AND FOREIGN EXCHANGE RISKS

14
Currency Conversions

14
Non-U.S. Dollars

14
Foreign Exchange Risks

14
UNITED STATES TAXATION

16
VALIDITY OF THE SECURITIES

28
AUTHORIZED REPRESENTATIVE

28
EXPERTS

28
ENFORCEMENT OF CIVIL LIABILITIES AGAINST CEB

28

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

PS-1
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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.
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 the 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 (the "SEC") allow the Bank to omit
certain information included in the registration statement from this pricing supplement and the accompanying prospectus and prospectus supplement. The
registration statement, including its various exhibits, is available to the public over the internet at the SEC's website: http://www.sec.gov. 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, 2017, as filed with the SEC on April 11, 2018 (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 Annual Report on Form 18-K/A, as filed with the SEC
on October 11, 2018, and Amendment No. 2 to the Annual Report on Form 18-K/A, as filed with the SEC on February 5, 2019. The Bank's Form 18-K
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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 2.500% Notes due February 27, 2024.
Issue Date

February 27, 2019.
Maturity Date

February 27, 2024.
Interest Payment Dates
February 27 and August 27 of each year, with interest accruing from February 27,

2019 and the first interest payment being made on August 27, 2019.
Interest Rate
2.500% per annum, from February 27, 2019. Interest will be calculated on the basis
of a 360-day year consisting of twelve 30-day months, subject to the Business Day

Convention as described in the accompanying prospectus supplement.
Redemption

The Notes are not subject to redemption prior to maturity.
Settlement Cycle

T+5.
Listing
The CEB has applied for the Notes to be admitted to the official list of and to

trading on the regulated market of the Luxembourg Stock Exchange.
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.

PS-4
Table of Contents
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
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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 the Notes--No Payment of

Additional Amounts" in the accompanying prospectus supplement.
Fiscal Agent
Citibank, N.A., London Branch will be acting in its capacity as Fiscal Agent
through its office located at Citigroup Centre, Canada Square, Canary Wharf,

London, E14 5LB, United Kingdom.

PS-5
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
The following supplements the discussion under the "United States Taxation" section of the prospectus regarding the U.S. federal income tax
treatment of the Notes, and is subject to the limitations and exceptions set forth therein.
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.
The Notes will be issued with a de minimis amount of original issue discount ("OID"). While a United States holder is generally not required to
include de minimis OID in income prior to the sale or maturity of the Notes, United States holders that maintain certain types of financial statements and
that are subject to the accrual method of tax accounting may be required to include de minimis OID on the Notes in income no later than the time upon
which they include such amounts in income on their financial statements. United States holders that maintain financial statements should consult their tax
advisors regarding the tax consequences to them of this requirement.
The final sentence of the second paragraph of "--Payments of Interest" under the "United States Taxation" section of the prospectus should be
updated to read as follows: "Under the foreign tax credit rules, interest and original issue discount will generally be "passive" income for purposes of
computing the foreign tax credit."

PS-6
Table of Contents
UNDERWRITING
The Bank intends to offer the Notes through Barclays Bank PLC, Citigroup Global Markets Limited, Deutsche Bank AG, London Branch and
Goldman Sachs International as Underwriters. Subject to the terms and conditions of the underwriting agreement with the CEB, dated February 20, 2019,
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
Citigroup Global Markets Limited

$
250,000,000
Deutsche Bank AG, London Branch

$
250,000,000
Goldman Sachs International

$
250,000,000
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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 0.125% 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 $160,000.
The Notes are a new issue of securities with no established trading market. The CEB has been advised by the Underwriters that they presently intend
to make a market in the Notes after completion of the offering. However, they are under no obligation to do so and may discontinue any market-making
activities at any time without any notice. No assurance can be given with respect to the liquidity of the trading market for the Notes or that an active public
market for the Notes will develop. If an active public trading market for the Notes does not develop, the market price and liquidity of the Notes may be
adversely affected.
In connection with this offering, the Underwriters may, subject to applicable laws and regulations, purchase and sell the Notes in the open market.
These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by
the Underwriters of a greater number of Notes than they are required to purchase in this offering. Stabilizing transactions consist of certain bids or
purchases made for the purpose of preventing or retarding a decline in the market price of the Notes while the offering is in progress.
These activities by the Underwriters may stabilize, maintain or otherwise affect the market price of the Notes. As a result, the price of the Notes may
be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued by the Underwriters at
any time.
Offers and sales in the United States are expected to be made through affiliates of the Underwriters that are registered as broker-dealers, acting as
U.S. selling agents.

PS-7
Table of Contents
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.
Notice by the Underwriters to distributors regarding MiFID II product governance
The Underwriters acting in their capacity as manufacturers of the Notes in the meaning of Directive 2014/65/EU and implementing legislation (as
amended, "MiFID II") hereby inform prospective distributors for the purpose of the product governance rules under MiFID II that the target market
assessment made by the Underwriters in respect of the Notes in accordance with the product governance rules under MiFID II has led the Underwriters to
the conclusion that: (i) the target market for the Notes is eligible counterparties, professional clients and retail clients each as defined in MiFID II; and (ii)
all channels for distribution of the Notes are appropriate. Any distributor should take into consideration the Underwriters' target market assessment;
however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or
refining the Underwriters' target market assessment), determining appropriate distribution channels and performing the suitability and appropriateness
assessment with respect to each client. The Issuer does not fall under the scope of application of MiFID II and, in particular, does not qualify as a
manufacturer or distributor for the purposes of MiFID II.

PS-8
Table of Contents
VALIDITY OF THE NOTES
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The validity of the Notes will be passed upon on behalf of the CEB by Sullivan & Cromwell LLP, Paris, France, and for the Underwriters by Cleary
Gottlieb Steen & 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-9
Table of Contents
EXPERTS
The financial statements of the CEB for the year ended 2017, 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-10
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 28, 2018.

2.
The Notes have been accepted for clearance through DTC. The Global Note has been assigned ISIN No. US222213AS92, CUSIP No. 222213 AS9
and Common Code No. 195684847.

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 of Banque Internationale à
Luxembourg SA, so long as any of the Notes are listed on the Luxembourg Stock Exchange.

PS-11
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
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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

3
THE COUNCIL OF EUROPE DEVELOPMENT BANK

4
USE OF PROCEEDS

5
DEBT RECORD

5
DESCRIPTION OF SECURITIES

6
General

6
Ranking

7
Negative Pledge

7
Default, Acceleration of Maturity

7
Redemption

8
Repurchase

8
Amendments

8
Governing Law, Jurisdiction and Consent to Service

8
UNDERWRITING

10
GLOBAL CLEARANCE AND SETTLEMENT

11
CURRENCY CONVERSIONS AND FOREIGN EXCHANGE RISKS

14
Currency Conversions

14
Non-U.S. Dollars

14
Foreign Exchange Risks

14
UNITED STATES TAXATION

16
VALIDITY OF THE SECURITIES

28
AUTHORIZED REPRESENTATIVE

28
EXPERTS

28
ENFORCEMENT OF CIVIL LIABILITIES AGAINST CEB

28
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
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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 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
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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.

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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.
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
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.

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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
https://www.sec.gov/Archives/edgar/data/1472246/000119312519047843/d656901d424b5.htm[2/22/2019 1:39:38 PM]

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