Obligation Central American Integration Bank 0.1% ( XS1523118930 ) en CHF

Central American Integration Bank

100 % ⇌

Honduras

XS1523118930 ( en CHF )

0.1% par an ( paiement annuel )

29/11/2021 - Obligation échue

Prospectus brochure de l'obligation Central American Bank for Economic Integration XS1523118930 en CHF 0.1%, échue

100 000 CHF

125 000 000 CHF

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

L'Obligation émise par Central American Integration Bank ( Honduras ) , en CHF, avec le code ISIN XS1523118930, paye un coupon de 0.1% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 29/11/2021

BASE PROSPECTUS

US$8,000,000,000
Central American Bank for Economic Integration
Medium-Term Note Program
Under its Medium-Term Note Program (the "Program"), Central American Bank for Economic Integration
("CABEI") may from time to time issue its Medium-Term Notes (the "Notes") as specified in a supplement to this
Base Prospectus (a "Final Terms"). The aggregate principal amount of all Notes will not exceed US$8,000,000,000
(or the equivalent thereof in other currencies or composite currencies), subject to increase.
The terms of the Notes, which in each case will be specified in a Final Terms, may differ from those
described herein. Notes may be denominated in U.S. dollars, Japanese ¥, euro, a currency of a Founding Member
(as defined below), or other currencies or composite currencies, as specified in the applicable Final Terms. If Notes
are to be denominated in a composite currency, the applicable Final Terms will establish the mechanism for
determining the value of such composite currency. Any date of payment or amount payable in respect of principal,
interest or premium payable on the Notes may be determined by reference to specified currency, security,
commodity, interest rate and/or other indices or formulas and/or other measures, instruments or events as specified
in the relevant Final Terms. Subject to certain exceptions, payments on the Notes will be made without deduction
for, or on account of, any withholding taxes imposed by or within the Founding Members. See "Terms and
Conditions of the Notes--Additional Amounts".
Interest on fixed rate notes and floating rate notes will be payable on the dates specified in the applicable
Final Terms and at maturity. Zero coupon notes generally will not bear interest. Unless otherwise specified in the
applicable Final Terms, Notes will not be subject to redemption at the option of CABEI.
See "Risk Factors" beginning on page 13 of this Base Prospectus for a discussion of certain factors to
be considered in connection with an investment in the Notes.
Application has been made to list the Notes issued under the Program on the Luxembourg Stock Exchange
for trading on the Euro MTF market. Notes issued under the Program may be listed on one or more stock exchanges
or may be unlisted as specified in the applicable Final Terms. This Base Prospectus replaces and supersedes the
Base Prospectus dated July 28, 2021. This Base Prospectus is valid for a period of one year (12 months) from the
date hereof. This Base Prospectus constitutes a prospectus for purposes of Part IV of the Luxembourg law on
prospectuses for securities dated July 16, 2019.
This Base Prospectus does not comprise a base prospectus for the purposes of Article 8 of Regulation (EU)
2017/1129 (as amended) (the "Prospectus Regulation"). Pursuant to Article 1(2)(b) of the Prospectus Regulation, no
offer of the Notes will be subject to the prospectus requirements of the Prospectus Regulation as a result of CABEI's
status as a public international body of which one or more Member States of the European Economic Area is a
member. This Base Prospectus does not comprise a base prospectus for the purposes of Article 8 of Regulation (EU)
2017/1129 as it forms part of United Kingdom ("UK") domestic law by virtue of the European Union (Withdrawal)
Act 2018 (the "EUWA") (the "UK Prospectus Regulation") or section 85 of the Financial Services and Markets Act
2000 (as amended, the "FSMA"). Pursuant to Article 1(2)(b) of the UK Prospectus Regulation and section 85(6) of
the FSMA, no offer of the Notes will be subject to the prospectus requirements of the UK Prospectus Regulation or
the FSMA as a result of CABEI's status as a public international body of which one or more states Area is a
member. The Notes have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), or any state securities laws and are being offered and sold in the United States only to qualified institutional
buyers within the meaning of Rule 144A under the Securities Act and outside the United States in accordance with
Regulation S under the Securities Act. For a description of certain restrictions on transfers of the Notes, see "Terms
and Conditions of the Notes", "Offering and Sale" and "Notice to Investors".
1

Offers to purchase Notes may be solicited, on a reasonable efforts basis, from time to time on behalf of
CABEI by the Agents referred to in "Offering and Sale". Notes also may be sold to the Agents for their own
account at negotiated discounts or commissions for resale to other purchasers. CABEI reserves the right to sell
Notes directly on its own behalf in certain circumstances or to or through other brokers or dealers. CABEI reserves
the right to withdraw, cancel or modify the offering of the Notes contemplated hereby without notice. No
termination date for the offering of the Notes has been established. CABEI or any Agent may reject any offer made
to or through it in whole or in part. See "Offering and Sale".
________________
May 11, 2022

You should rely only on the information contained or incorporated by reference in this Base Prospectus.
CABEI has not authorized anyone to provide you with different information. CABEI is not making an offer of the
Notes in any state where the offer is not permitted. You should not assume that the information contained in this
Base Prospectus is accurate as of any date other than the date on the front of this Base Prospectus.
___________________
TABLE OF CONTENTS
Page
DOCUMENTS INCORPORATED BY REFERENCE ................................................................................................ 5
SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES ............................................................. 6
FORWARD-LOOKING STATEMENTS ..................................................................................................................... 6
PRESENTATION OF FINANCIAL INFORMATION ................................................................................................ 6
SUMMARY .................................................................................................................................................................. 8
RISK FACTORS ......................................................................................................................................................... 13
CENTRAL AMERICAN BANK FOR ECONOMIC INTEGRATION...................................................................... 19
LEGAL STATUS OF CABEI ..................................................................................................................................... 20
USE OF PROCEEDS .................................................................................................................................................. 21
CAPITALIZATION .................................................................................................................................................... 21
CAPITAL STRUCTURE ............................................................................................................................................ 22
SELECTED FINANCIAL INFORMATION .............................................................................................................. 26
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS .............................................................................................................................................. 30
BUSINESS .................................................................................................................................................................. 37
MANAGEMENT ........................................................................................................................................................ 58
RECENT DEVELOPMENTS ..................................................................................................................................... 61
TERMS AND CONDITIONS OF THE NOTES ........................................................................................................ 63
FORM OF FINAL TERMS ......................................................................................................................................... 93
CERTAIN PROVISIONS RELATING TO THE FORMS OF THE NOTES ............................................................. 99
LIMITATIONS ON ISSUANCE OF BEARER NOTES .......................................................................................... 105
IMPORTANT TAX CONSIDERATIONS ............................................................................................................... 106
OFFERING AND SALE ........................................................................................................................................... 118
NOTICE TO INVESTORS ....................................................................................................................................... 123
VALIDITY OF THE NOTES ................................................................................................................................... 125
INDEPENDENT AUDITORS .................................................................................................................................. 125
GENERAL INFORMATION .................................................................................................................................... 126
THE FOUNDING MEMBERS ................................................................................................................................. 127
INDEX TO FINANCIAL STATEMENTS ............................................................................................................... 128
___________________
CABEI has made all reasonable inquiries and confirms that, to the best of its knowledge, the information
contained herein with regard to CABEI and the Notes is true and accurate in all material respects and is not
misleading, that the opinions and intentions expressed in this Base Prospectus are honestly held and that there are no
other facts the omission of which would make this Base Prospectus as a whole or any of the information or the
expression of any of these opinions or intentions misleading. CABEI accepts responsibility accordingly.
This Base Prospectus has been prepared by CABEI solely for use in connection with the proposed offering
of the Notes.
The Agents make no representation or warranty, express or implied, as to the accuracy or completeness of
the information contained in this Base Prospectus. Nothing contained in this Base Prospectus is, or shall be relied
upon as, a promise or representation by the Agents as to the past or future. The Agents assume no responsibility for
the accuracy or completeness of any of the information contained herein (financial, legal or otherwise).
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Neither the U.S. Securities and Exchange Commission, any state securities commission nor any other U.S.
regulatory authority has approved or disapproved the Notes, nor have any of the foregoing authorities passed upon
or endorsed the merits of this offering or the accuracy or adequacy of this Base Prospectus. Any representation to
the contrary is a criminal offense.
In making an investment decision, prospective investors must rely on their own examination of CABEI and
the terms of the offering, including the merits and risks involved. Prospective investors should not construe
anything in this Base Prospectus as legal, business or tax advice. Each prospective investor should consult its own
advisors as needed to make its investment decision and to determine whether it is legally permitted to purchase the
securities under applicable legal investment or similar laws or regulations. Investors should be aware that they may
be required to bear the financial risks of this investment for an indefinite period of time.
This Base Prospectus contains summaries believed to be accurate with respect to certain documents, but
reference is made to the actual documents for complete information and all such summaries are qualified in their
entirety by such reference. Copies of documents referred to herein will be made available to prospective investors
upon request to CABEI or the Agents. CABEI accepts responsibility for the information contained in this Base
Prospectus and it takes responsibility for the correct reproduction and extraction of the information.
The distribution of this Base Prospectus and the offering and sale of the Notes in certain jurisdictions may
be restricted by law. Persons into whose possession this Base Prospectus comes are required by CABEI and the
Agents to inform themselves about, and to observe, any such restrictions. For a further description of certain
restrictions on the offering and sale of the Notes, see "Terms and Conditions of the Notes", "Offering and Sale" and
"Notice to Investors". This Base Prospectus does not constitute an offer of, or an invitation to purchase, any of the
Notes in any jurisdiction in which such offer or invitation would be unlawful.
NOTICE TO INVESTORS IN THE EUROPEAN ECONOMIC AREA
If the Final Terms in respect of any Notes includes a legend entitled "Prohibition of Sales to EEA Retail
Investors", the Notes are not intended to be offered, sold, distributed or otherwise made available to and should not
be offered, sold or otherwise made available to any retail investors in the European Economic Area ("EEA"). For
these purposes, a "retail investor" means a person who is one (or more) of: (i) a retail client as defined in point (11) of
Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive
(EU) 2016/97 as amended, where that customer would not qualify as a professional client as defined in point (10) of
Article 4(1) of MiFID II. No key information document required by Regulation (EU) No 1286/2014 (as amended, the
"PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the
EEA has been prepared and the Notes will not be offered or sold or otherwise made available to any retail investor in
the EEA.
The expression "offer" includes the communication in any form and by any means of sufficient information
on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe for
the Notes.
Unless the Final Terms in respect of any Notes specifies the "Prohibition of Sales to EEA Retail Investors"
as "Not Applicable":
(i)
each Agent has represented and agreed, and each further Agent appointed under the Program will
be required to represent and agree, that it has not offered, sold or otherwise made available and will
not offer, sell or otherwise make available any Notes which are the subject of the offering
contemplated by this Base Prospectus as completed by the Final Terms in relation thereto to any
retail investor (as defined above) in the EEA; and
(ii)
each person in a Member State of the EEA who receives any communication in respect of, or who
acquires any Notes under, the offers to the public contemplated in this Base Prospectus, or to whom
the Notes are otherwise made available, will be deemed to have represented, warranted,
3

acknowledged and agreed to and with each Agent and CABEI that it and any person on whose behalf
it acquires Notes is not a retail investor (as defined above).
MIFID II PRODUCT GOVERNANCE / TARGET MARKET
The relevant Final Terms in respect of any Notes may include a legend entitled "MiFID II Product
Governance" which will outline the target market assessment in respect of the Notes and which channels for
distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending the Notes (a
"distributor") should take into consideration the target market assessment; however, a distributor subject to Directive
2014/65/EU (as amended, "MiFID II") is responsible for undertaking its own target market assessment in respect of
the Notes (by either adopting or refining the target market assessment) and determining appropriate distribution
channels.
A determination will be made in relation to each issue of Notes about whether, for the purpose of the
MiFID II product governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance
Rules"), any Agent subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the
Agents nor any of their respective affiliates will be a manufacturer for the purposes of the MiFID Product
Governance Rules.
NOTICE TO INVESTORS IN THE UNITED KINGDOM
If the Final Terms in respect of any Notes includes a legend entitled "Prohibition of Sales to UK Retail
Investors", the Notes are not intended to be offered, sold or otherwise made available to and should not be offered,
sold or otherwise made available to any retail investor in the UK. For these purposes, a "retail investor" means a
person who is one (or more) of: (i) a retail client , as defined in point (8) of Article 2 of Regulation (EU) No 2017/565
as it forms part of domestic law by virtue of the EUWA; or (ii) a customer within the meaning of the provisions of the
FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer
would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as
it forms part of domestic law by virtue of the EUWA. No key information document required by the PRIIPS
Regulation as it forms part of domestic law by virtue of the EUWA (the ''UK PRIIPs Regulation' ) for offering or
selling the Notes or otherwise making them available to retail investors in the UK has been prepared and the Notes
will not be offered or sold or otherwise made available to any retail investor in the UK.
The expression "offer" includes the communication in any form and by any means of sufficient information
on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe for
the Notes.
Unless the Final Terms in respect of any Notes specifies the "Prohibition of Sales to UK Retail Investors" as
"Not Applicable":
(i)
each Agent has represented and agreed, and each further Agent appointed under the Program will
be required to represent and agree, that it has not offered, sold or otherwise made available and will
not offer, sell or otherwise make available any Notes which are the subject of the offering
contemplated by this Base Prospectus as completed by the Final Terms in relation thereto to any
retail investor (as defined above) in the UK; and
(ii)
each person in the UK who receives any communication in respect of, or who acquires any Notes
under, the offers to the public contemplated in this Base Prospectus, or to whom the Notes are
otherwise made available, will be deemed to have represented, warranted, acknowledged and agreed
to and with each Agent and CABEI that it and any person on whose behalf it acquires Notes is not
a retail investor (as defined above).
Each Agent has represented and agreed, and each further Agent appointed under the Program will be required
to represent and agree, that: (i) in relation to any Notes which have a maturity of less than one year, (a) it is a person
whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent)
4

for the purposes of its business and (b) it has not offered or sold and will not offer or sell any Notes other than to
persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as
principal or as agent) for the purposes of their businesses or who it is reasonable to expect will acquire, hold, manage
or dispose of investments (as principal or agent) for the purposes of their businesses where the issue of the Notes
would otherwise constitute a contravention of Section 19 of the Financial Services and Markets Act 2000 (as amended,
the "FSMA") by CABEI; (ii) it has only communicated or caused to be communicated and will only communicate or
cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section
21 of FSMA) received by it in connection with the issue or sale of any Notes in circumstances in which Section 21(1)
of the FSMA does not apply to CABEI; and (iii) it has complied and will comply with all applicable provisions of the
FSMA and the Financial Services Act 2012 with respect to anything done by it in relation to the Notes in, from or
otherwise involving the United Kingdom.
This Base Prospectus, as completed by the final terms in relation thereto, is for distribution only to persons
who: (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Financial Promotion Order");
(ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.")
of the Financial Promotion Order; (iii) are outside the United Kingdom; or (iv) are persons to whom an invitation or
inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets
Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused
to be communicated (all such persons together being referred to as "relevant persons"). This Base Prospectus, as
completed by the Final Terms in relation thereto, is directed only at relevant persons and must not be acted on or relied
on by persons who are not relevant persons. Any investment or investment activity to which this Base Prospectus as
completed by the Final Terms in relation thereto relates is available only to relevant persons and will be engaged in
only with relevant persons.
UK MIFIR PRODUCT GOVERNANCE / TARGET MARKET
The relevant Final Terms in respect of any Notes may include a legend entitled "UK MiFIR Product
Governance" which will outline the target market assessment in respect of the Notes and which channels for
distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending the Notes (a
"distributor") should take into consideration the target market assessment; however, a distributor subject to the FCA
Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules")
is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining
the target market assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue of Notes about whether, for the purpose of the UK
MiFIR Product Governance Rules, any Agent subscribing for any Notes is a manufacturer in respect of such Notes,
but otherwise neither the Agents nor any of their respective affiliates will be a manufacturer for the purposes of the
UK MIFIR Product Governance Rules.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents shall be deemed to be incorporated in, and to form part of, this Base Prospectus:
· any interim financial statements of CABEI (whether audited or unaudited) that become publicly
available subsequent to the annual financial statements included herein from time to time; and
· all amendments and supplements to this Base Prospectus prepared by CABEI from time to time
and filed with the Luxembourg Stock Exchange;
provided, however, that any statement contained in this Base Prospectus or in any of the documents incorporated by
reference in, and forming part of, this Base Prospectus shall be deemed to be modified or superseded for the purpose
of this Base Prospectus to the extent that a statement contained in any document subsequently incorporated by
reference modifies or supersedes such statement.
5

The documents incorporated by reference in, and forming part of, this Base Prospectus, may be obtained
free of charge at the offices of the Luxembourg listing and paying agent. CABEI's audited financial statements as
of December 31, 2021, December 31, 2020 and December 31, 2019 are included in this Base Prospectus.
CABEI has undertaken, in connection with the listing of the Notes on the Luxembourg Stock Exchange,
that if there shall occur any adverse change in the business or financial position of CABEI or any change in the
information set out under "Terms and Conditions of the Notes" that is material in the context of issuance under the
Program, CABEI will prepare or procure the preparation of any amendment or supplement to this Base Prospectus
for use in connection with any subsequent issue by CABEI of Notes to be listed on the Luxembourg Stock
Exchange.
SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES
CABEI is a multilateral development financial institution, of an international nature, with legal personality,
which is regulated by the provisions set forth in its Constitutive Agreement and its regulations. The majority of its
assets and those of its governors, directors and executive officers, all of whom are non-residents of the United
States, are located outside the United States. As a result, it may be difficult or impossible for investors to effect
service of process within the United States on CABEI or on such persons with respect to matters arising under U.S.
federal securities laws, or to enforce in the Member Countries (as defined below) judgments obtained against
CABEI or such persons in U.S. courts, including actions predicated upon the civil liability provisions of such U.S.
federal securities laws. In the Member Countries, both recognition and enforcement of court judgments with respect
to civil liability provisions of U.S. federal securities laws are governed by local laws.
CABEI has appointed CT Corporation System as its authorized agent upon which process may be served in
any action instituted in any U.S. federal or state court having subject matter jurisdiction in the Borough of
Manhattan, The City of New York, arising out of or based upon the fiscal agency agreement governing the Notes.
See "Terms and Conditions of the Notes--Jurisdiction, Consent to Service and Enforceability".
FORWARD-LOOKING STATEMENTS
This Base Prospectus includes forward-looking statements. All statements other than statements of
historical fact included in this Base Prospectus, including statements regarding future events or prospects and certain
statements under the headings "Summary", "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and "Business" are forward-looking statements. Statements that include the words "aim",
"may", "will", "expect", "anticipate", "believe", "future", "continue", "hope", "estimate", "plan", "intend",
"should", "shall" or the negative or other variations thereof, as well as other statements regarding matters that are
not historical fact, are or may constitute forward-looking statements. CABEI has based these forward-looking
statements on management's current views with respect to future events and financial performance. These views
reflect the best judgment of CABEI's executives but involve a number of risks and uncertainties which could cause
actual results to differ materially from those predicted in CABEI's forward-looking statements and from past results,
performance or achievements. Important factors that could cause CABEI's actual results to differ materially from
those in the forward-looking statements include, among others:
· CABEI's business could be affected by future adverse economic or political conditions in the
Central American region, which includes the Founding Members and the Non-Founding Regional
Members, as well as in the Non-Regional Members. See "Capital Structure-- Non-Founding
Regional Members and Non-Regional Members"; and
· CABEI could be adversely affected by currency devaluations, exchange controls or any ratings
downgrade.
PRESENTATION OF FINANCIAL INFORMATION
CABEI's functional currency is the U.S. dollar. Transactions in currencies other than in U.S. dollars are
recorded at the effective exchange rates prevailing on the transaction date. Assets and liabilities denominated in
6

currencies other than in U.S. dollars are expressed in such currency using the prevailing exchange rates at the
balance sheet date. Net foreign currency gains and losses resulting from transactions denominated in currencies
other than in U.S. dollars are presented as other operating income (expenses). CABEI prepares its financial
statements in conformity with accounting principles generally accepted in the United States ("U.S. GAAP"). Figures
set forth in this Base Prospectus may have been rounded. Accordingly, totals may not be the sum of their
components.
7

SUMMARY
The Notes will be offered from time to time in varying amounts and will have varying terms, which for each
Note will be described in the related Final Terms to this Base Prospectus and may differ from the terms described
herein. For each particular Note, the description of the Notes included in this Base Prospectus will be
supplemented, and to the extent inconsistent herewith will be superseded, by the description of such Note in the
applicable Final Terms.
Issuer .................................................................. Central American Bank for Economic Integration.
Fiscal Agent, Registrar and Transfer Agent ....... Deutsche Bank Trust Company Americas.
New York Paying Agent .................................... Deutsche Bank Trust Company Americas.
London Paying and Transfer Agent .................... Deutsche Bank AG, London Branch.
Luxembourg Paying Agent and Transfer Agent
Deutsche Bank Luxembourg S.A.
Luxembourg Listing Agent ................................ Banque Internationale à Luxembourg, Société Anonyme.
Aggregate Amount ............................................. Not to exceed an aggregate initial principal amount of
US$8,000,000,000 (or the equivalent thereof in other
currencies or composite currencies), subject to increase by
CABEI as provided in the Fiscal Agency Agreement (as
defined below).
Fiscal Agency Agreement .................................. The Notes will be issued under the Fiscal Agency Agreement,
dated as of April 2, 2003, as amended on March 8, 2007, April
15, 2009, October 17, 2013 and April 5, 2016 (the "Fiscal
Agency Agreement"), among CABEI and Deutsche Bank
Trust Company Americas, as Fiscal Agent, Registrar and
Transfer Agent and New York Paying Agent; Deutsche Bank
Luxembourg S.A., as Paying Agent and Transfer Agent in
Luxembourg; and Deutsche Bank AG, London Branch, as
Paying Agent and Transfer Agent in London.
The Offering ....................................................... Notes are being offered to non-U.S. persons (as defined in
Regulation S under the Securities Act) in offshore transactions
in reliance on Regulation S, and in the United States to
qualified institutional buyers in reliance on Rule 144A under
the Securities Act.
Minimum Denominations ................................... Registered Notes (as herein defined) will be issued in
minimum denominations of US$10,000 and integral multiples
of US$1,000 in excess thereof (or the equivalent thereof in a
Specified Currency, as defined below), or in such other
denominations as may be specified in the applicable Final
Terms. Bearer Notes (as herein defined) will be issued in
denominations as specified in the applicable Final Terms.
Unless otherwise permitted by then current laws, regulations
and directives, Notes denominated in Japanese ¥ will be in
minimum denominations of ¥1,000,000.
Maturities ........................................................... Subject to compliance with all relevant laws, regulations and
directives, Notes may have any maturity as may be allowed or
required from time to time by the relevant central bank (or
8

equivalent body, however called) or any laws or regulations
applicable to the relevant currency or currencies.
Issue Price .......................................................... Notes may be issued at their nominal amount or at a discount
to or premium to their nominal amount, as specified in the
relevant Final Terms.
Specified Currencies ........................................... Notes may be denominated in U.S. dollars, Japanese ¥, euro, a
currency of a Founding Member, or any other currency or
composite currencies as may be specified in the applicable
Final Terms, subject in all cases to compliance with all
applicable legal and regulatory requirements, as well as all
applicable requirements of the Luxembourg Stock Exchange.
Issuance in Series ............................................... The Notes will be issued in series (each, a "Series"). The
Notes of each Series will have identical terms (except for the
issue date, the issue price or the first interest payment date),
including, but not limited to, terms with respect to currency,
denomination, interest, interest payment dates and maturity.
Interest Rates and Other Terms .......................... Interest, if any, will be paid at a fixed rate or at a floating rate
determined by reference to one or more Base Rates (as
defined below), which may be adjusted by a Spread and/or a
Spread Multiplier, as specified in the applicable Final Terms.
Zero Coupon Notes will be issued at a discount from the
principal amount payable at maturity thereof, and, unless
otherwise specified in the applicable Final Terms, holders of
Zero Coupon Notes will not receive periodic payments of
interest thereon. The Notes may also be issued as Indexed
Notes, any date of payment of which, and/or the principal of
and any premium and interest on which, may be determined
by reference to specified currency, security, commodity,
interest rate and/or other indices or formulas and/or other
measures, instruments or events as specified in the applicable
Final Terms.
Interest Payments ............................................... Interest on Fixed Rate Notes and Floating Rate Notes will be
paid semi-annually on the dates set forth in the applicable
Final Terms and at maturity. Zero Coupon Notes generally
will not bear interest.
Taxation .............................................................. Subject to certain limitations, all payments in respect of the
Notes will be made without deduction for, or on account of,
any withholding taxes imposed by or within the Member
Countries, as provided in the Notes, except as otherwise
required by law or described herein. Subject to specified
exceptions and limitations, CABEI will pay Additional
Amounts in the event of the imposition of such taxes. See
"Terms and Conditions of the Notes--Additional Amounts".
Negative Pledge .................................................. The Notes will have the benefit of a Negative Pledge as
described in "Terms and Conditions of the Notes--Negative
Pledge".
Redemption ........................................................ The Notes will not be redeemable at the option of CABEI
prior to maturity, except as otherwise specified in the
applicable Final Terms. The Notes will not be redeemable at
9

Document Outline

#6">DOCUMENTS INCORPORATED BY REFERENCE
#7">SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES
#7">FORWARD-LOOKING STATEMENTS
#7">PRESENTATION OF FINANCIAL INFORMATION
#9">SUMMARY
#14">RISK FACTORS
#20">CENTRAL AMERICAN BANK FOR ECONOMIC INTEGRATION
#21">LEGAL STATUS OF CABEI
#22">USE OF PROCEEDS
#22">CAPITALIZATION
#23">CAPITAL STRUCTURE
#27">SELECTED FINANCIAL INFORMATION
#31">MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
#38">BUSINESS
#59">MANAGEMENT
#62">RECENT DEVELOPMENTS
#64">TERMS AND CONDITIONS OF THE NOTES
- #64">(1) General
- #66">(2) Form, Denomination and Registration
- #66">(3) Transfer; Exchange
- #68">(4) Interest Rate
- #82">(5) Payment of Principal and Interest
- #87">(6) Currency Indexed Notes
- #87">(7) Other Indexed Notes
- #88">(8) Negative Pledge
  - #88">(a) mortgages, pledges and other liens securing bonds, notes, other evidence of indebtedness and guarantees issued or assumed by CABEI that do not exceed US$25 million (or its foreign currency equivalent) at any time outstanding and that do not in the...
  - #88">(b) mortgages, pledges and other liens securing reimbursement obligations under letters of credit and similar documents given in the ordinary course of business and that do not support the payment of bonds, notes or other evidence of indebtedness for ...
  - #88">(c) liens securing obligations under hedge agreements entered into in the ordinary course of business.
- #88">(9) Redemption and Repayment
- #89">(10) Additional Amounts
  - #89">(a) by reason of such Holder or beneficial owner having some connection with any taxing jurisdiction other than the mere holding of such Note or the receipt of principal or interest in respect thereof;
  - #89">(b) by reason of the failure of the Holder or beneficial owner to comply with any certification, identification or other reporting requirement concerning the nationality, residence, identity or connection with any taxing jurisdiction of the Holder or ...
  - #89">(c) by reason of the failure of such Holder to present such Holders Note or Coupon for payment (where such presentation is required) within 30 days after the relevant payment is first made available for payment to the Holder;
  - #89">(d) by reason of any tax, duty, assessment or other governmental charge imposed by any unit of the federal or a state government of the United States;
  - #89">(e) by reason of any tax, duty, assessment or other governmental charge that is payable other than by deduction or withholding from a payment on a Note;
  - #89">(f) by reason of any estate, inheritance, gift, sales, transfer or personal property tax or any similar tax, duty, assessment or governmental charge;
  - #89">(g) by reason of withholding or deduction imposed on a payment to an individual that is required to be made pursuant to European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of 26-27 No...
  - #89">(h) by reason of withholding or deduction imposed on a payment to an individual who would have been able to avoid such withholding or deduction by presenting the relevant Notes for payment to another Paying Agent in a European Union member state not o...
  - #89">(i) by reason of withholding or deduction imposed on or in respect of any Note pursuant to sections 1471 to 1474 of the U.S. Internal Revenue Code of 1986, as amended (the CodeŽ), any successor law or regulation implementing or complying with, or int...
  - #89">(j) by reason of any combination of the taxes, duties, assessments or other governmental charges described above;
- #90">(11) Status
- #90">(12) Default; Acceleration of Maturity
  - #90">(a) CABEI shall fail to pay any principal of or premium, if any, or interest on any of the Notes of a Series when due, and such failure shall continue for 30 days; or
  - #90">(b) CABEI shall fail duly to perform any other material obligation contained in the Notes of a Series or (with respect to the Notes of a Series) the Fiscal Agency Agreement, and such failure shall continue for 90 days after written notice thereof shal...
  - #90">(c) CABEI shall fail to pay any amount in excess of US$25 million (or the equivalent thereof in any other currency or currencies) of principal or interest or premium in respect of any indebtedness incurred, assumed or guaranteed by CABEI as and when s...
  - #90">(d) the acceleration of any indebtedness incurred or assumed by CABEI with an aggregate principal amount in excess of US$25 million (or the equivalent thereof in any other currency or currencies) by the holder or holders thereof;
- #90">(13) Notices
- #91">(14) Purchase of Notes by CABEI
- #91">(15) Meetings of Holders, Modification and Waiver
- #92">(16) Replacement of Notes and Coupons
- #92">(17) Judgment Currency
- #93">(18) Jurisdiction, Consent to Service and Enforceability
- #93">(19) Further Issues
- #93">(20) Governing Law
#94">FORM OF FINAL TERMS
#100">CERTAIN PROVISIONS RELATING TO THE FORMS OF THE NOTES
#106">LIMITATIONS ON ISSUANCE OF BEARER NOTES
#107">IMPORTANT TAX CONSIDERATIONS
#119">OFFERING AND SALE
#124">NOTICE TO INVESTORS
- #125">(1) It is, or at the time Notes are purchased will be, the beneficial owner of such Notes and (a) it is not a U.S. person and it is located outside the United States (within the meaning of Regulation S) and (b) it is not an affiliate of CABEI or a per...
- #125">(2) It understands that such Notes have not been and will not be registered under the Securities Act and that, prior to the expiration of the distribution compliance period, it will not offer, sell, pledge or otherwise transfer such Notes except (a) i...
- #125">(3) It understands that such Notes, unless otherwise determined by CABEI in accordance with applicable law, will bear a legend to the following effect:
- #125">(4) The Issuer, the Registrar, the Agent and their affiliates, and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations and agreements.
- #125">(5) It understands that the Notes offered in reliance on Regulation S will be represented by the Regulation S Global Note. Prior to the expiration of the distribution compliance period, before any interest in the Regulation S Global Note may be offer...
- #125">(6) Delivery of the Notes may be made against payment therefor on or about a date which will occur more than three Business Days after the date of pricing of the Notes. Pursuant to Rule 15c6-1 under the Exchange Act, trades in the secondary market ge...
#126">VALIDITY OF THE NOTES
#126">INDEPENDENT AUDITORS
#127">GENERAL INFORMATION
- #127">1. The Program, the issuance of the Notes and the execution of all documents in connection therewith have been authorized by a resolution of the Board of Directors dated August 27, 2002, as amended by resolutions of the Board of Directors dated June 2...
- #127">2. The Notes have been accepted for clearance through Euroclear and Clearstream, Luxembourg. The Common Code for the Bearer Notes, together with the relevant ISIN Code or CUSIP number for the Registered Notes, will be contained in the Final Terms rel...
- #127">3. Except as disclosed or provided herein, there has been no significant adverse change in the financial position or prospects of CABEI since December 31, 2021.
- #127">4. CABEI has appointed Deutsche Bank Luxembourg S.A. as Paying Agent and Transfer Agent in Luxembourg. CABEI has appointed Banque Internationale à Luxembourg, Société Anonyme as its Listing Agent in Luxembourg. CABEI has also appointed Deutsche Bank...
- #127">5. CABEI is involved in routine litigation and other proceedings in the ordinary course of business. CABEI does not believe that the proceedings pending against it are likely to have a material adverse effect on its business or results of operations.
- #127">6. So long as Notes are outstanding and listed on the Luxembourg Stock Exchange, and the rules of the Luxembourg Stock Exchange so require, CABEI will make available copies of its Constitutive Agreement, latest annual report, annual financial statemen...
#128">THE FOUNDING MEMBERS
#129">INDEX TO FINANCIAL STATEMENTS