Selling restrictions - US

The documents and information furnished on this website are not intended for publication or dissemination in the United States of America. Such documents and information neither constitute an offer of securities for sale nor a solicitation of an offer to purchase securities in the United States of America or in any other jurisdiction in which such offer or solicitation is not authorized (“Restricted Jurisdictions”). This website also does not constitute such an offer or solicitation to any person to whom it is unlawful to make such an offer or solicitation. Users of this website are requested to inform themselves about and to observe any such restrictions.

Securities may not be offered or sold in the United States of America absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “US Securities Act”). Any securities referred to in the documents and information furnished on this website have not been and will not be registered under the US Securities Act or under any applicable securities laws of any state, province, territory, county or jurisdiction of the United States or any of the other Restricted Jurisdictions, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act . Any securities offered by CEC Bank S.A. may not be offered, sold, resold, taken up, exercised, renounced, transferred, delivered or distributed, directly or indirectly, in or into the Restricted Jurisdictions or any other jurisdiction if to do so would constitute a violation of the applicable laws of the relevant jurisdiction, or require registration of such securities in the relevant jurisdiction. There will be no public offer of securities in the United States or in any of the Restricted Jurisdictions. The information furnished on this website is not intended to be available to any person in the United States of America or any U.S. person (as that term is defined in Regulation S under the US Securities Act).

Selling restrictions - 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 United Kingdom (the "UK"). For the purposes of this provision retail investor means a person who is one (or more) of the following (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 European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000, as amended ("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; or (iii) not a qualified investor as defined in Article 2 of the Prospectus Regulation as it forms part of domestic law by virtue of the EUWA; and an 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.

Selling restrictions - EEA retail investors

The materials and the offer are not intended to be addressed to any “retail investor” in the European Economic Area which means a person who is one (or more) of the following: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU (“MiFID II”) or (ii) a customer within the meaning of the Insurance Distribution Directive, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. The materials and the offer are not intended to be addressed to any “retail investor” in the United Kingdom which means a person who is one (or more) of the following: (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 European Union (Withdrawal) Act 2018 ("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.

Prospectus

Click here to access the Base Prospectus approved by the Luxemburg Stock Exchange.