Obbligazione Asia Infrastructure Bank 0.5% ( US04522KAB26 ) in USD

Asia Infrastructure Bank

100 USD ▲

Cina

US04522KAB26 ( in USD )

0.5% per anno ( pagato 2 volte l'anno)

27/05/2025

Prospetto opuscolo dell'obbligazione Asian Infrastructure Investment Bank (AIIB) US04522KAB26 en USD 0.5%, scadenza 27/05/2025

1 000 USD

3 000 000 000 USD

04522KAB2

AAA ( Prime - Investment-grade )

Aaa ( Prime - Investment-grade )

28/05/2025 ( In 27 giorni )

La Asian Infrastructure Investment Bank (AIIB) è una banca multilaterale di sviluppo con sede a Pechino, focalizzata sul finanziamento di progetti infrastrutturali in Asia.

The Obbligazione issued by Asia Infrastructure Bank ( China ) , in USD, with the ISIN code US04522KAB26, pays a coupon of 0.5% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 27/05/2025

The Obbligazione issued by Asia Infrastructure Bank ( China ) , in USD, with the ISIN code US04522KAB26, was rated Aaa ( Prime - Investment-grade ) by Moody's credit rating agency.

The Obbligazione issued by Asia Infrastructure Bank ( China ) , in USD, with the ISIN code US04522KAB26, was rated AAA ( Prime - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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424B5 1 d845466d424b5.htm 424B5
Table of Contents
File d Pursua nt t o Rule 4 2 4 (b)(5 )
Re gist ra t ion St a t e m e nt N o. 3 3 3 -2 3 7 3 2 0

PROSPECT U S SU PPLEM EN T
(T o prospe c t us da t e d M a y 1 8 , 2 0 2 0 )

ASI AN I N FRAST RU CT U RE I N V EST M EN T
BAN K
$3,000,000,000
0.500% NOTES DUE 2025

The Asian Infrastructure Investment Bank ("AIIB" or the "Bank") will pay interest on the notes (the "Notes") on May 28 and
November 28 of each year. Interest will accrue on the Notes from and including May 28, 2020, and the first interest payment date will be
November 28, 2020. AIIB may not redeem the Notes prior to their maturity on May 28, 2025. There is no sinking fund for these Notes.
AIIB will apply to the Financial Conduct Authority in its capacity as competent listing authority pursuant to Part VI of the Financial
Services and Markets Act 2000, as amended (the "UK Listing Authority") for the Notes to be listed on the Official List of the UK Listing
Authority (the "Official List") and to the London Stock Exchange plc (the "London Stock Exchange") for the Notes to be admitted to trading
on the London Stock Exchange's Regulated Market (the "Regulated Market"). No assurance can be given by AIIB that such applications
will be approved. The London Stock Exchange's Regulated Market is a regulated market for the purposes of Directive 2014/65/EU.
This prospectus supplement comprises neither a prospectus for the purposes of Part VI of the Financial Services and Markets Act
2000, as amended (the "FSMA") nor listing particulars given in compliance with the listing rules (the "Listing Rules") made under Part VI of
the FSMA by the UK Listing Authority.

PRI CE 9 9 .4 9 8 % AN D ACCRU ED I N T EREST

U nde rw rit ing
Pric e t o
Disc ount s a nd
Proc e e ds t o

Public (1)

Com m issions (2)

AI I B(1)(3)

Per Note

99.498%

0.125%

99.373%
Total

$2,984,940,000

$
3,750,000

$2,981,190,000

(1)
Plus accrued interest, if any, from May 28, 2020.
(2)
AIIB has agreed to indemnify the Underwriters (as defined herein) against certain liabilities, including liabilities under the
Securities Act of 1933, as amended.
(3)
Before deducting expenses payable by AIIB estimated at US$501,900.

N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission (t he "SEC"), a ny st a t e se c urit ie s c om m ission, t he London
St oc k Ex c ha nge nor a ny fore ign gove rnm e nt a l a ge nc y ha s a pprove d or disa pprove d of t he se se c urit ie s or
de t e rm ine d w he t he r t his prospe c t us supple m e nt or t he a c c om pa nying prospe c t us is a c c ura t e a nd c om ple t e . Any
re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .
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The Underwriters below expect to deliver the Notes to purchasers in book-entry form only through The Depository Trust Company
("DTC") on May 28, 2020.

BM O Ca pit a l M a rk e t s

Cit igroup

Cré dit Agric ole CI B

H SBC
I CBC I nt e rna t iona l

Ba rc la ys
BN P PARI BAS
Goldm a n Sa c hs I nt e rna t iona l
J .P. M orga n
St a nda rd Cha rt e re d Ba nk
T D Se c urit ie s

The date of this prospectus supplement is May 20, 2020
Table of Contents
T ABLE OF CON T EN T S
P ROSPECTUS S UPPLEMENT

Pa ge
WHERE YOU CAN FIND MORE INFORMATION
S-1
SUMMARY OF THE OFFERING
S-3
USE OF PROCEEDS
S-5
CAPITALIZATION AND INDEBTEDNESS
S-5
RECENT DEVELOPMENTS
S-5
DESCRIPTION OF THE NOTES
S-9
UNDERWRITING
S-14
VALIDITY OF THE NOTES
S-16
P ROSPECTUS

ABOUT THIS PROSPECTUS
1
FORWARD-LOOKING INFORMATION
1
WHERE YOU CAN FIND MORE INFORMATION
1
ASIAN INFRASTRUCTURE INVESTMENT BANK
3
USE OF PROCEEDS
7
DEBT RECORD
7
DESCRIPTION OF SECURITIES
8
GLOBAL CLEARANCE AND SETTLEMENT
12
UNITED STATES TAXATION
16
PLAN OF DISTRIBUTION
28
CURRENCY CONVERSION AND FOREIGN EXCHANGE RISKS
29
VALIDITY OF THE SECURITIES
30
EXPERTS
30
AUTHORIZED REPRESENTATIVE
30
Table of Contents
You should rely only on the information contained in this prospectus supplement and the accompanying prospectus. AIIB has not
authorized anyone to provide you with information different from that contained in this prospectus supplement and the accompanying
prospectus. AIIB is offering to sell Notes and making offers to buy Notes only in jurisdictions where offers and sales are permitted. The
information contained in this prospectus supplement and the accompanying prospectus is accurate only as of the date of this prospectus
supplement, regardless of the time of delivery of this prospectus supplement and the accompanying prospectus or any sale of the Notes.
The accompanying prospectus provides you with a general description of the debt securities that we may issue, and this prospectus
supplement contains specific information about the terms of this offering and the Notes. This prospectus supplement also may add, update
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or change information provided in the accompanying prospectus. To the extent that certain information in this prospectus supplement is
inconsistent with information in the accompanying prospectus, the information in this prospectus supplement replaces the information in
the accompanying prospectus and you should rely on the information in this prospectus supplement. Consequently, before you invest, you
should read this prospectus supplement together with the accompanying prospectus.
AIIB, having made all reasonable inquiries, confirms that this prospectus supplement and the accompanying prospectus contain all
the information regarding AIIB and the Notes which is (in the context of the issue of the Notes) material; that such information is true and
accurate in all material respects and is not misleading in any material respect; and that this prospectus supplement and the accompanying
prospectus do not omit to state any material fact necessary to make such information not misleading in any material respect. AIIB accepts
responsibility for the information contained in this prospectus supplement and the accompanying prospectus.
The Notes are offered globally for sale in those jurisdictions in the United States and elsewhere where it is lawful to make offers. See
"Underwriting" in this prospectus supplement.
WH ERE Y OU CAN FI N D M ORE I N FORM AT I ON
The registration statement on Schedule B filed by AIIB (Registration No. 333-237320), including the attached exhibits and schedules,
contains additional relevant information about the Notes. The rules and regulations of the SEC allow AIIB to omit certain information
included in the registration statement from this prospectus supplement and the accompanying prospectus. The registration statement,
including its various exhibits, is available to the public over the internet at the SEC's website: http://www.sec.gov.
AIIB files annual reports and other information with the SEC, which are available to the public over the internet at http://www.sec.gov.
The SEC allows AIIB to "incorporate by reference" the documents that the Bank files with the SEC, which means that AIIB can disclose
important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this
prospectus supplement and the accompanying prospectus, and later information that AIIB files with the SEC will automatically update and
supersede this information, as well as the information included in this prospectus supplement and the accompanying prospectus. AIIB
incorporates by reference the annual report on Form 18-K for AIIB for the fiscal year ended December 31, 2018, as amended, the annual
report on Form 18-K for AIIB for the fiscal year ended December 31, 2019, as amended, 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 prospectus supplement
and the termination of the offering of the Notes. The Bank's Form 18-K 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.

S-1
Table of Contents
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 AIIB at the following
address and telephone number:
Asian Infrastructure Investment Bank
B-9 Financial Street, Xicheng District
Beijing 100033
People's Republic of China
+86-10-8358-0000

S-2
Table of Contents
SU M M ARY OF T H E OFFERI N G
The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information
appearing elsewhere in this prospectus supplement and the accompanying prospectus.

Issuer
Asian Infrastructure Investment Bank

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Securities Offered
US$3,000,000,000 principal amount of 0.500% Notes due 2025

Maturity Date
May 28, 2025

Interest Payment Dates
May 28 and November 28 of each year, commencing November 28, 2020

Interest Rate
0.500% per annum

Redemption
The Notes are not subject to redemption prior to maturity.

Listing
Application will be made to the UK Listing Authority for the Notes to be listed on
the Official List and to the London Stock Exchange for the Notes to be admitted to
trading on the Regulated Market. No assurance can be given by AIIB that such
applications will be approved.

Form, Registration and Settlement
The Notes will be represented by one or more global note certificates (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 this
prospectus supplement and 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 (except in certain circumstances). Initial settlement for
the Notes will be made in immediately available funds in dollars. See "Global
Clearance and Settlement" in the accompanying prospectus.

Withholding Tax, No Additional Amounts
Pursuant to its Articles of Agreement, payments of principal and interest on the
Notes may be made by AIIB without withholding or deduction for any withholding
taxes imposed by any member of AIIB. AIIB will not pay additional amounts to
holders of Notes in respect of any withholding tax. For further details, see
"Description of the NotesNo Payment of Additional Amounts" in this prospectus
supplement.

S-3
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Arbitration
Actions related to the Notes will be subject to arbitration by the Hong Kong
International Arbitration Centre (the "HKIAC"). AIIB has not consented to the
jurisdiction of any courts, including courts in the United States.

Economic Sanctions
Although AIIB believes that it is in compliance with all applicable sanctions and
embargo laws and regulations, and intends to maintain such compliance, the scope
of certain laws may be unclear, may be subject to changing interpretations or may
be strengthened or otherwise amended. A violation of sanctions or engagement in
sanctionable conduct could result in, among other things, AIIB becoming subject to
sanctions. AIIB cannot predict the impact that the imposition of sanctions would
have on the trading market for the Notes or whether such sanctions would make it
more difficult to sell and trade the Notes in certain jurisdictions, including in the
U.S. market. For further details, see "Operations of AIIBEconomic Sanctions" in
Exhibit 3 to the Bank's annual report on Form 18-K for the fiscal year ended
December 31, 2019.
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S-4
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U SE OF PROCEEDS
The net proceeds of US$2,981,190,000 from the sale of the Notes will be included in the ordinary resources of the Bank. AIIB's
mission is to (i) foster sustainable economic development, create wealth and improve infrastructure connectivity in Asia by investing in
infrastructure and other productive sectors and (ii) promote regional cooperation and partnership in addressing development challenges by
working in close collaboration with other multilateral and bilateral development institutions. The Articles of Agreement require that each of
the Bank's operations comply with the Bank's operational and financial policies, which include policies addressing environmental and
social impacts. The Bank's financings, which may include loans, guarantees or equity or other forms of investments, undergo an approval,
implementation and monitoring process designed to ensure they align with the Bank's mission, as well as adhere to applicable
environmental and social safeguards. Pending their use, the net proceeds from the sale of the Notes will be invested as part of AIIB's
liquid assets portfolio.
CAPI T ALI Z AT I ON AN D I N DEBT EDN ESS
The following table sets forth AIIB's capitalization and indebtedness as of December 31, 2019 and does not give effect to any
transaction since December 31, 2019. Through the date hereof, there have been no material changes to the capitalization and
indebtedness of the Bank since December 31, 2019, except for the issuance by the Bank of an aggregate amount of US$535.6 million
equivalent of notes under its Global Medium Term Note Programme.

As of De c e m be r 3 1 ,

2 0 1 9

(in thousands of US$)

Borrow ings

2,557,324
M e m be rs' e quit y

Paid-in capital

19,343,700
Reserve for accretion of paid-in capital receivables

(15,688)
Retained earnings

658,159

T ot a l m e m be rs' e quit y

19,986,171

RECEN T DEV ELOPM EN T S
COV I D -1 9 Pa nde m ic
AIIB Response to the COVID-19 Pandemic
The COVID-19 pandemic is having an adverse impact on the global economy and on the individual economies of AIIB members.
AIIB members are working to contain the COVID-19 pandemic as quickly as possible to prevent the spread of COVID-19 and to mitigate
the risks of long-lasting, structural harm to their economies. Developing economies, especially those with weak health care infrastructure,
vulnerable macroeconomic or financial sector fundamentals or a high dependence on tourism, oil exports or remittances, require support
from the international financial community to respond to and contain the COVID-19 pandemic.
As part of a coordinated international response to counter the COVID-19 pandemic, AIIB is working closely with other international
financial institutions to create a network of support options, especially for the most vulnerable economies. Based on feedback from public
and private sector partners, the Bank's immediate assistance is required in three key areas: (i) immediate health care sector needs
(including support for emergency public health responses and for the long-term sustainable development of the health care sector);
(ii) economic resilience, mainly where clients require financing

S-5
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to supplement government measures supporting the social and economic response and recovery efforts (including infrastructure
investments and investments in social and economic protection measures to prevent long-term damage to the productive capacity of the
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economy and to protect and restore productive capital); and (iii) investments in infrastructure and other productive sectors, mainly where
clients might otherwise need to curtail long-term investments due to liquidity constraints.
The Bank has adopted a variety of measures to respond to the COVID-19 pandemic. In early April 2020, the Bank launched a US$5
billion COVID-19 Crisis Recovery Facility (the "CRF"), which the Bank subsequently increased to US$5-10 billion due to high demand. The
CRF, which is designed to adapt to emerging client needs, will offer sovereign-backed and non-sovereign-backed financings for qualifying
clients and projects within AIIB's members. As of the date hereof, the Bank has approved five financings under the CRF, totaling
US$1,955 million. On April 3, 2020, the Bank approved an emergency loan to support China's public health infrastructure. AIIB's first
emergency assistance loan, the sovereign-backed financing of RMB2,485 million (approximately US$355 million) aims to strengthen the
public health emergency response capacity in the municipalities of Beijing and Chongqing by (i) upgrading their respective centers for
disease control and prevention, (ii) enhancing the treatment capacity of medical institutions in dealing with epidemic emergencies and
(iii) providing emergency equipment and supplies to frontline public health workers to help contain the spread of COVID-19. On May 7,
2020, as part of a World Bank-led co-financing, the Bank approved a US$500 million sovereign-backed financing in India mainly to
purchase emergency medical equipment, enhance disease detection capacities and strengthen the national health care system. On May
20, 2020, the Bank approved the following: (i) a US$250 million financing, as part of an Asian Development Bank-led co-financing, to help
the government of Bangladesh support industries severely impacted by the COVID-19 pandemic and expand and strengthen the social
safety net for vulnerable groups, (ii) a US$750 million financing, as part of an Asian Development Bank-led co-financing, to support
Indonesia's COVID-19 Active Response and Expenditure Support Program, a program designed to help mitigate the severe health, social
and economic impact of the COVID-19 pandemic and (iii) a US$100 million financing, as part of a World Bank-led co-financing, to
strengthen Georgia's emergency health and social infrastructure through the enhancement of emergency preparedness and the adoption of
social protection measures.
AIIB is reviewing further projects to address the effects of the COVID-19 pandemic in several of its members, in some cases in
collaboration with other MDBs. As of the date hereof, the Bank has 23 proposed CRF projects in the rolling investment pipeline, totaling
US$6.1 billion. Examples of such projects under review that are intended to address the three key areas described above include the
following: (i) a US$250 million loan to Indonesia, as part of a World Bank-led co-financing, to strengthen hospital readiness, enhance
pandemic preparedness and improve COVID-19 testing, (ii) a US$750 million financing, as part of an Asian Development Bank-led co-
financing, to help the government of the Philippines mitigate the adverse impacts of the COVID-19 pandemic by providing budgetary
support to its COVID-19 pandemic response program and (iii) a US$500 million credit line for two development banks in Turkey to help
alleviate working capital shortages and liquidity constraints resulting from the COVID-19 pandemic.
As a temporary facility put in place to address the COVID-19 pandemic, the CRF will be open for the approval of qualifying projects
until October 16, 2021, unless otherwise decided by AIIB's Board of Directors. Certain qualifying projects may be entitled to fast track
preparation and approval processes, and disbursements of financings under the CRF are expected to occur more rapidly than
disbursements for AIIB's other financings.

S-6
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Expected Impact of the COVID-19 Pandemic on the Bank's Activities and Results of Operations
The Bank currently remains fully operational and continues to conduct its activities in the normal course of business. As a
precautionary measure, the Bank has put in place procedures to prevent any potential disruptions to its governance and project approval
schedule. The Bank has adopted prudent measures to ensure the health and safety of its employees, including imposing travel restrictions
and remote working arrangements and rescheduling public events or holding them in virtual format until a normalized situation resumes,
and it continues to monitor the situation closely.
However, although the severity and duration of the COVID-19 pandemic is difficult to predict, it could have a material adverse effect
on the Bank's results of operations.
The Bank's financial performance is highly dependent on its ability to generate income from its liquidity and loan investment portfolios.
In the initial years of the Bank's operations, a substantial portion of net interest income is generated by the liquidity portfolio. As a
result, sustained downward movements in interest rates may adversely affect the Bank's results of operations. In recent months, market
interest rates have declined significantly, due in part to governments and central banks around the world responding to the decline in
global economic demand caused by the COVID-19 pandemic. Although comparatively higher interest rates on existing positions locked in
prior to the COVID-19 pandemic may limit the effect of lower interest rates on interest income on the Bank's liquidity portfolio in 2020, if a
low interest rate environment persists, the Bank may experience downward pressure on income earned from its liquidity portfolio in 2021
and potentially beyond. Projected interest income from loan investments may also decrease in the near term in large part due to lower
reference rates on the Bank's loan investments, a decrease that may be offset only partially by a decrease in interest costs on any
additional borrowings by the Bank.
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The COVID-19 pandemic is also expected to have an adverse effect on the fair value of the Bank's investments in money market
funds and portfolios of high credit quality securities managed by external asset managers. Furthermore, the COVID-19 pandemic is having
an adverse effect on the credit position of the Bank's loan portfolio, which is highly dependent on credit conditions in the member
jurisdictions where the Bank's largest sovereign-backed and non-sovereign-backed borrowers are located, and as a result, the Bank is
expected to recognize higher levels of expected credit loss ("ECL"), which in turn is expected to cause an increase in impairment
provisions in the three months ended March 31, 2020.
In addition, while the Bank may experience an increase in demand for CRF-related financings, which are expected to be disbursed
more rapidly than disbursements for AIIB's other financings. certain of the Bank's existing investment projects may be delayed or curtailed
as clients evaluate the impact of the COVID-19 pandemic or may be implemented at a pace that is slower than expected. In addition, the
Bank may experience a temporary decline in demand for non-sovereign-backed financings, and consequently a weaker investment
pipeline, should project sponsors and beneficiaries postpone infrastructure investments. A slowdown in project implementation or a
protracted decline in demand for investment financings may lead to lower disbursement rates, which may negatively affect AIIB's ability to
generate income on investment financings.
Lastly, AIIB may raise additional debt financing in various markets. All net proceeds from AIIB's offerings of debt are added to AIIB's
ordinary resources, which will be used to fund AIIB's financings, including, but not limited to, those under the CRF. All borrowings will be
subject to limits set by AIIB's Board of Directors. In the year ending December 31, 2020, AIIB may incur borrowings with a final maturity of
one year or more in an aggregate amount of up to US$6 billion equivalent, which amount

S-7
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may be supplemented by any early redemptions, repurchases or prepaid outstanding obligations by AIIB. In the year ending December 31,
2020, AIIB may also incur short-term borrowings, with a maturity of less than one year, of up to US$1 billion equivalent outstanding at any
time. Any increases in these authorized amounts are subject to approval by the Board of Directors of AIIB.
Ope ra t ions of AI I B
As of the date of this prospectus supplement, the Bank has approved 74 financings (including 63 loans, seven investments in funds,
two equity financings and two investments in fixed-income securities) with a total amount of US$15,371.0 million.
Sust a ina ble De ve lopm e nt Bond Fra m e w ork
The Bank is currently developing its "Sustainable Development Bond Framework." AIIB intends that this framework will, when
finalized, govern reporting that the Bank will provide on its website concerning the environmental and/or social impacts of Bank financings.

S-8
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DESCRI PT I ON OF T H E N OT ES
The following description of the particular terms of the Notes supplements, and to the extent inconsistent therewith replaces, the
description of the general terms and provisions to 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 dated as of May 16, 2019 (the "Fiscal Agency Agreement") between AIIB and Citibank, N.A., London Branch as fiscal agent
(the "Fiscal Agent"), including the form of the Notes attached thereto, filed by AIIB with the SEC as an exhibit to AIIB's registration
statement.
Ge ne ra l
The Notes will be issued under the Fiscal Agency Agreement. The Notes constitute direct and unsecured obligations of AIIB.
THE NOTES ARE NOT OBLIGATIONS OF ANY GOVERNMENT.
I nt e re st
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Interest will be paid on the Notes at the rate set forth on the cover page of this prospectus supplement and will be payable on
May 28 and November 28 of each year (each, an "Interest Payment Date"), subject to the Business Day Convention as defined below. The
Notes will bear interest from May 28, 2020 and the initial interest payment will be made on November 28, 2020. Interest will be calculated
on the basis of a 360-day year consisting of twelve 30-day months unadjusted. The Notes will mature on May 28, 2025 (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
a place of payment, then payment of principal or interest need not be made on such Interest Payment Date or Maturity Date, as
applicable. AIIB 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 the place of payment. 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."
Fisc a l Age nt
The duties of the Fiscal Agent will be governed by the Fiscal Agency Agreement. AIIB may replace the Fiscal Agent. AIIB 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 AIIB, is 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 AIIB are duly

credited to the holders of the Notes; and

·
transmitting to AIIB any notices from the holders of the Notes, or, as described below under "Notices," transmitting notices

from AIIB to holders of the Notes.

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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.
Pa ym e nt of Princ ipa l a nd I nt e re st
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"). The principal of and interest on the Notes will be paid in such
currency of the United States as of the time of payment is legal tender for the payment of public and private debts. AIIB 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 applicable withholding or other taxes, and will be effected by wire transfer or by check
mailed on the due date for such payment to the person entitled to such payment at the person's address appearing on the register of
Notes maintained by the security registrar.
AIIB will redeem the Notes on the Maturity Date at 100% of the principal amount plus accrued but unpaid interest to date.
The Notes will be sold in denominations of US$1,000 and integral multiples thereof.
Any monies paid by AIIB to the Fiscal Agent or any paying agent for the payment of the principal of (or premium, if any) or interest
on any Notes and remaining unclaimed at the end of two years after such principal (or premium) or interest (as applicable) shall have
become due and payable (whether at maturity or otherwise) shall, together with any interest earned thereon, be repaid to AIIB upon its
written request. Upon such repayment, all liability of the Fiscal Agent and any paying agent with respect thereto shall cease.
Re de m pt ion
The Notes shall not be redeemed prior to maturity.
N o Pa ym e nt of Addit iona l Am ount s
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All payments of principal and interest on the Notes will be subject to any fiscal or other laws and regulations applicable thereto. AIIB
has no obligation to pay, and will not 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.
Ra nk ing
The Notes shall rank pari passu without any preference among themselves and equally with all other unsecured unsubordinated
indebtedness of AIIB represented by notes, bonds or other securities.
De fa ult , Ac c e le ra t ion of M a t urit y
Each of the following will constitute an event of default with respect to the Notes:

(i)
default in the payment in full of any principal or interest due on the Notes on the due date and such default

continues for a period of 90 days; or

(ii)
AIIB fails to perform any of its other covenants under any of the Notes and such failure continues for the period of

90 days after written notice thereof shall have been given to AIIB and the Fiscal Agent at the office of the Fiscal
Agent by the holders of not less than 25% in principal amount of all the Notes at the time outstanding; or

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(iii)
default, as defined in any instruments evidencing, securing or protecting any indebtedness for borrowed money of
AIIB, then or thereafter outstanding and maturing more than one year from the date of its creation, with respect to
more than US$60,000,000 in aggregate principal amount of such indebtedness, and the maturity of such

indebtedness shall have been accelerated so that the same shall have become due and payable prior to the date on
which the same would otherwise have become due and payable and such acceleration shall not have been
rescinded or annulled.
If any event of default shall occur and continue in relation to the Notes, then the principal of the Notes then outstanding (if not
already due) may be declared to be due and payable on the thirtieth day following written notice given to AIIB and the Fiscal Agent at the
office of the Fiscal Agent by the holders of not less than a majority in principal amount of the Notes at the time outstanding, unless all
events of default in respect of the Notes have been cured prior to the expiration of such 30 days' period. If, at any time after the principal
of the Notes shall have been so declared due and payable and before any judgment or decree for the payment of amounts due thereon
shall have been entered, all arrears of interest upon the Notes and all other sums due in respect thereof, except any principal or interest
payments which shall not have matured or come due by their terms, shall have been duly paid by AIIB and all other events of default
thereunder shall have been cured, the holders of not less than a majority in principal amount of the Notes then outstanding, by written
notice given to AIIB or the Fiscal Agent at the office of the Fiscal Agent, may rescind such declaration, but no such rescission shall impair
any right consequent on any subsequent event of default.
Am e ndm e nt s
Each and every holder of the Notes must consent to any amendment of a provision of the Notes or the Fiscal Agency Agreement that
would:

(1)
change the due date of the principal of or interest on the Notes;

(2)
reduce the principal amount, interest rate or amount payable upon acceleration of the due date of the Notes;

(3)
change the currency (unless required by law) or place of payment of principal of or interest on the Notes;

(4)
shorten the period during which AIIB is not permitted to redeem the Notes or permit AIIB to redeem the Notes if,

prior to such amendment, AIIB is not permitted so to do; or

(5)
reduce the proportion of the principal amount of the Notes that must be held by any of the holders to vote or consent

to modify, amend or supplement the terms of the Fiscal Agency Agreement or the Notes.
AIIB may, however, upon the affirmative vote of the holders of 66 2/3% of the principal amount of the Notes at a meeting duly called
and held or with the written consent of the holders of 66 2/3% of the principal amount of the Notes, modify any of the other terms or
provisions of the Notes or, insofar with respect to the Notes, the Fiscal Agency Agreement. Such holders may make, take or give any
request, demand, authorization, direction, notice, consent, waiver or other action provided by the Fiscal Agency Agreement or the Notes to
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be made, taken or given by holders of the Notes. Also, AIIB may, in agreement with the Fiscal Agent but without the vote or consent of
the holders of the Notes, modify any of the terms and conditions of the Fiscal Agency Agreement and the Notes for the purpose of:

(1)
adding to AIIB's covenants for the benefit of the holders of the Notes;

(2)
surrendering any right or power conferred on AIIB;

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(3)
securing the Notes;

(4)
curing any ambiguity or correcting or supplementing any defective provision of the Fiscal Agency Agreement or the

Notes; or

(5)
for any purpose that AIIB may consider necessary or desirable that AIIB, in its sole discretion, reasonably

determines is not inconsistent with the Notes and does not adversely affect the interest of any holder of the Notes.
Gove rning La w a nd J urisdic t ion
The Notes will be governed by, and interpreted in accordance with, the laws of the State of New York, except with respect to
authorization, execution, delivery and performance by AIIB, which shall be governed by the Articles of Agreement.
AIIB has not waived or agreed to any modification of any status, immunities, privileges or exemptions of AIIB under its Articles of
Agreement, all of its basic documents, any applicable law or international practice. AIIB has not consented to the jurisdiction of any court in
connection with actions arising out of or based on the Notes, has not appointed any agent for service of process and has not agreed to
waive any defense of sovereign immunity to which it may be entitled in any action or proceeding in any jurisdiction. Subject to the
foregoing, AIIB has agreed that any dispute, controversy or claim arising out of or relating to the Notes, including the existence, validity,
performance, breach or termination thereof (including a dispute regarding non-contractual obligations arising out of or relating to the
Notes), shall be referred to and finally resolved by arbitration administered by the HKIAC under the UNCITRAL Arbitration Rules in force
when the Notice of Arbitration is submitted, as modified by the HKIAC Procedures for the Administration of Arbitration under the
UNCITRAL Rules. The dispute resolution provisions applicable to the Notes shall also be governed by and construed in accordance with
the laws of the State of New York. Hong Kong law will be the procedural law of an arbitration. The arbitral tribunal will consist of three
arbitrators, who will be appointed in the manner set out in the UNCITRAL Rules. The seat of the arbitration will be Hong Kong, China, and
the language of the arbitration will be English. The arbitral tribunal will not be authorized to grant any interim measures or pre-award or
emergency relief against AIIB, notwithstanding any provisions of the UNCITRAL Rules to the contrary.
Under the Articles of Agreement, the property and assets of AIIB, wheresoever located and by whomsoever held, shall be immune
from all forms of seizure, attachment or execution before the delivery against AIIB of an enforceable final judgment. With respect to
execution, the U.S. Foreign Sovereign Immunities Act of 1976, as amended, provides that commercial property located in the United
States of an agency or instrumentality of a foreign state may be levied upon for the satisfaction of judgments rendered against it by U.S.
courts (i) in connection with its commercial activities or (ii) based on an order confirming an arbitral award.
Furt he r I ssue s
AIIB 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.
Re purc ha se
AIIB may repurchase Notes at any time and price in the open market or otherwise. Notes repurchased by AIIB may, at AIIB's
discretion, be held, resold (subject to compliance with applicable

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securities and tax laws) or surrendered to the Fiscal Agent for cancellation; provided, that, AIIB will only resell such Notes if they are
fungible with the outstanding Notes for U.S. federal income tax purposes.
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