Obligation European Development Council Bank 1.625% ( XS1953826622 ) en NOK

European Development Council Bank

100 % ▲

France

XS1953826622 ( en NOK )

1.625% par an ( paiement annuel )

25/02/2024 - Obligation échue

Prospectus brochure de l'obligation Council of Europe Development Bank XS1953826622 en NOK 1.625%, échue

10 000 NOK

1 500 000 000 NOK

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 XS1953826622 émise par la Banque de Développement du Conseil de l'Europe (France), d'une valeur nominale totale de 1 500 000 000 NOK, à un taux d'intérêt de 1,625 %, avec une taille minimale d'achat de 10 000 NOK, arrivant à échéance le 25/02/2024 et payant des intérêts annuellement, a été remboursée à 100% à sa maturité.

OFFERING CIRCULAR
12 December 2018

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In accordance with the Prospectus Directive (Directive 2003/71/EC, as amended or superseded), no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 Merrill Lynch
HSBC
Morgan Stanley
Nomura
RBC Capital Markets

IMPORTANT NOTICES
This document replaces the previous Offering Circular dated 15 November 2016 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, Notes have not been and
will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act")
and may include Notes in bearer form which are subject to U.S. tax law requirements. Subject to certain
exceptions, Notes may not be offered, sold or delivered within the United States or to, or for the account or
benefit of, U.S. persons.
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.

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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 (i) the target market assessment in respect of the Notes, taking into
account the five categories referred to in item 18 of the Guidelines published by the European Securities
and Markets Authority ("ESMA") on 5 February 2018, and (ii) the appropriate distribution channels for the
Notes. Any person offering, selling or recommending the Notes (a "Distributor") should take into
consideration the determinations made in this legend; 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) (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 an index or
reference rate. If any such index or reference rate constitutes a benchmark (a "Benchmark") for the
purposes of Regulation (EU) 2016/1011 (the "Benchmarks Regulation"), the Pricing Supplement will
specify the relevant Benchmark, the relevant administrator and indicate whether or not the administrator is
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. However, Article
51 (Transitional provisions) of the Benchmarks Regulation provides that providers already providing a
Benchmark on 30 June 2016 have until 1 January 2020 to apply for authorisation or registration in
accordance with Article 34 (Authorisation and registration of an administrator) of the Benchmarks
Regulation and may continue to provide such an existing Benchmark until 1 January 2020 or, where the
provider submits an application for authorisation or registration, unless and until such authorisation or
registration is refused. Such transitional provisions 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
relevant Pricing Supplement. Additionally, certain Benchmarks and administrators may not fall within the
scope of the Benchmarks Regulation. 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 any Pricing Supplement to reflect any change in the registration status of the administrator.
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) in the applicable Pricing Supplement (or
persons acting on behalf of any Stabilising Manager(s)) 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 final 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

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conducted by the relevant Stabilising Manager(s) (or persons acting on behalf of any Stabilising
Manager(s)) in accordance with all applicable laws and rules.

- iii -

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 2016 and 31 December 2017; 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 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).

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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 ........................................ 41
FORM OF PRICING SUPPLEMENT ....................................................................................................... 46
SUBSCRIPTION AND SALE ................................................................................................................... 55
GENERAL INFORMATION .................................................................................................................... 59
INDEX OF DEFINED TERMS ................................................................................................................. 62

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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.
Arranger:
BNP Paribas.
Dealers:
BNP Paribas, HSBC Bank plc, Merrill Lynch International, Morgan
Stanley & Co. International plc, Nomura International plc, 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
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.

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("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
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.

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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 in global form, individual investors will have the
Global Form:
benefit of a deed of covenant executed by the Issuer dated 15 November
2016 (the "Deed of Covenant").
Governing Law:
The Notes, the Amended and Restated Dealership Agreement dated 12
December 2018 and the Amended and Restated Fiscal Agency Agreement
dated 15 November 2016 entered into in connection with the Notes, the
Deed of Covenant and all non-contractual obligations arising out of or in
connection with the Notes, 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 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.
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

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Supplement. Notes will be Rule 144A eligible if so specified in the
relevant Pricing Supplement.

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