Obligation Asia Infrastructure Bank 2.25% ( US04522KAA43 ) en USD

Asia Infrastructure Bank

100 % ▲

Chine

US04522KAA43 ( en USD )

2.25% par an ( paiement semestriel )

15/05/2024 - Obligation échue

Prospectus brochure de l'obligation Asian Infrastructure Investment Bank (AIIB) US04522KAA43 en USD 2.25%, échue

1 000 USD

2 500 000 000 USD

04522KAA4

AAA ( Première qualité )

Aaa ( Première qualité )

La Banque asiatique d'investissement dans les infrastructures (AIIB) est une banque multilatérale de développement créée en 2016 pour financer des projets d'infrastructure en Asie et au-delà, visant à améliorer la connectivité et le développement économique régional.

L'Obligation émise par Asia Infrastructure Bank ( Chine ) , en USD, avec le code ISIN US04522KAA43, paye un coupon de 2.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/05/2024

L'Obligation émise par Asia Infrastructure Bank ( Chine ) , en USD, avec le code ISIN US04522KAA43, a été notée Aaa ( Première qualité ) par l'agence de notation Moody's.

L'Obligation émise par Asia Infrastructure Bank ( Chine ) , en USD, avec le code ISIN US04522KAA43, a été notée AAA ( Première qualité ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
File d Pursua nt t o Rule 4 2 4 (b)(1 )
Re gist ra t ion St a t e m e nt N o. 3 3 3 -2 2 8 6 1 3

ASI AN I N FRAST RU CT U RE I N V EST M EN T
BAN K
$2,500,000,000
2.250% NOTES DUE 2024

The Asian Infrastructure Investment Bank ("AIIB" or the "Bank") will pay interest on the notes (the "Notes") on May 16 and November
16 of each year. Interest will accrue on the Notes from and including May 16, 2019, and the first interest payment date will be November
16, 2019. AIIB may not redeem the Notes prior to their maturity on May 16, 2024. 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 (the "Prospectus") 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 .7 1 8 % AN D ACCRU ED I N T EREST

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

Public (1)

a nd Com m issions (2)

AI I B(1)(3)

Per Note

99.718%

0.125%

99.593%
Total

$2,492,950,000
$
3,125,000
$2,489,825,000
(1)
Plus accrued interest, if any, from May 16, 2019.
(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$2,145,500.

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 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 16, 2019.

Goldm a n Sa c hs I nt e rna t iona l

Ba nk of China

Ba rc la ys

Cré dit Agric ole CI B
TD Securities

BofA M e rrill Lync h

BN P PARI BAS

Cit i

De ut sc he Ba nk

H SBC
I CBC I nt e rna t iona l

J .P. M orga n

M orga n St a nle y

N a t We st M a rk e t s

N om ura

RBC Ca pit a l M a rk e t s

St a nda rd Cha rt e re d Ba nk

The date of this Prospectus is May 9, 2019
Table of Contents
T ABLE OF CON T EN T S

Pa ge
ADDITIONAL INFORMATION

1
FORWARD-LOOKING INFORMATION

1
PROSPECTUS SUMMARY

2
ASIAN INFRASTRUCTURE INVESTMENT BANK

4
USE OF PROCEEDS

10
CAPITALIZATION

10
SELECTED FINANCIAL INFORMATION

11
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

13
OPERATIONS OF AIIB

20
RISK MANAGEMENT

40
GOVERNANCE AND ADMINISTRATION

47
SELECTED DEMOGRAPHIC AND ECONOMIC DATA

61
DESCRIPTION OF THE NOTES

62
GLOBAL CLEARANCE AND SETTLEMENT

67
UNITED STATES TAXATION

71
UNDERWRITING

75
VALIDITY OF THE NOTES

77
EXPERTS

77
AUTHORIZED REPRESENTATIVE

77
WHERE YOU CAN FIND MORE INFORMATION

77
INDEX TO THE FINANCIAL STATEMENTS

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ADDI T I ON AL I N FORM AT I ON
AIIB has filed with the SEC a registration statement (which term shall include any amendments thereto) under Schedule B of the
Securities Act of 1933, as amended (the "Securities Act"), with respect to the securities offered hereby. This Prospectus does not contain
all the information set forth in the registration statement, certain parts of which are omitted in accordance with the rules and regulations of
the SEC and to which reference is hereby made. Statements made in this Prospectus as to the contents of any contract, agreement or
other document referred to are not necessarily complete. With respect to each such contract, agreement or other document filed as an
exhibit to the registration statement, reference is made to the exhibit for a more complete description of the matter involved, and each such
statement shall be deemed qualified in its entirety by such reference.
FORWARD-LOOK I N G I N FORM AT I ON
This Prospectus may contain forward-looking statements. Statements that are not historical facts are statements about our beliefs and
expectations and may include forward-looking statements. These statements are identified by words such as "believe," "expect,"
"anticipate," "should" and words of similar meaning. Forward-looking statements are inherently subject to risks and uncertainties, many of
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which cannot be predicted with accuracy and some of which might not even be anticipated. Future events and actual financial and other
results may differ materially from the results discussed in the forward-looking statements. Therefore, you should not place undue reliance
on them. Factors that might cause such a difference include, but are not limited to, those discussed in this Prospectus, such as the effects
of losses from the Bank's financing or investment activities.

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PROSPECT U S SU M M ARY
Asia n I nfra st ruc t ure I nve st m e nt Ba nk
AIIB is a multilateral development bank (an "MDB") with a mission 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 Bank commenced operations on January 16, 2016 to help its members meet a substantial
financing gap between the demand for infrastructure in Asia and available financial resources. The Bank aims to work with public and
private sector partners to channel its own public resources, together with private and institutional funds, into sustainable infrastructure
investment.
The Bank has identified three thematic priorities:

· Sustainable Infrastructure: Promoting green infrastructure and supporting countries to meet their environmental and

development goals.

· Cross-border Connectivity: Prioritizing cross-border infrastructure, ranging from roads and rail, to ports, energy pipelines and

telecoms across Central Asia, and the maritime routes in Southeast Asia, South Asia, the Middle East and beyond.

· Private Capital Mobilization: Devising innovative solutions that catalyze private capital, in partnership with other MDBs,

governments, private financiers and other partners.

Issuer
Asian Infrastructure Investment Bank

Securities Offered
US$2,500,000,000 principal amount of 2.250% Notes due 2024

Maturity Date
May 16, 2024

Interest Payment Dates
May 16 and November 16 of each year, commencing November 16, 2019

Interest Rate
2.250% 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, 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
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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."

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 Notes No Payment of Additional Amounts" in this
Prospectus.

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 AIIB Economic Sanctions" in this Prospectus.

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ASI AN I N FRAST RU CT U RE I N V EST M EN T BAN K
Ove rvie w
AIIB is an MDB with a mission 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 Bank commenced operations on January 16, 2016 to help its members meet a substantial financing gap between the demand for
infrastructure in Asia and available financial resources. The Bank aims to work with public and private sector partners to channel its own
public resources, together with private and institutional funds, into sustainable infrastructure investment. The Bank maintains its principal
office in Beijing, People's Republic of China ("China").
The Bank has identified three thematic priorities:

· Sustainable Infrastructure: Promoting green infrastructure and supporting countries to meet their environmental and development

goals.

· Cross-border Connectivity: Prioritizing cross-border infrastructure, ranging from roads and rail, to ports, energy pipelines and

telecoms across Central Asia, and the maritime routes in Southeast Asia, South Asia, the Middle East and beyond.

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· Private Capital Mobilization: Devising innovative solutions that catalyze private capital, in partnership with other MDBs,

governments, private financiers and other partners.
Le ga l St a t us
AIIB was established and operates under the Articles of Agreement (the "Articles of Agreement"), an international agreement to which
governments are parties and which was open for signature on June 29, 2015 and entered into force on December 25, 2015. The Bank is
not a private institution and does not have private shareholders.
The Articles of Agreement provide that all the powers of AIIB shall be vested in the Board of Governors of AIIB (the "Board of
Governors"). The Board of Governors has delegated a broad range of operational oversight functions to the non-resident Board of
Directors of AIIB (the "Board of Directors"). See "Governance and Administration." On January 16, 2016, the Board of Governors
convened its inaugural meeting in Beijing and declared the Bank open for business.
The Articles of Agreement endow AIIB with full juridical personality and, in particular, the full legal capacity (i) to contract, (ii) to
acquire, and dispose of, immovable and movable property, (iii) to institute and respond to legal proceedings and (iv) to take such other
action as may be necessary or useful for its purpose and activities. The Articles of Agreement provide that the Bank enjoys, in the territory
of each of its members, the following immunities, exemptions and privileges:

· The Bank enjoys immunity from every form of legal process, except in cases arising out of or in connection with the exercise of
its power to raise funds, to guarantee obligations, or to buy and sell securities, in which case actions may be brought in a court
of competent jurisdiction in the territory in which the Bank has an office, has appointed an agent for service of process or has

issued or guaranteed securities. Moreover, no action may be brought against the Bank by a member or an instrumentality of
such member; instead they have recourse to special procedures for settlement of disputes as described in the Articles of
Agreement, in the by-laws and regulations of the Bank, or in contracts entered with the Bank.

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· The property and other assets of the Bank are immune from all forms of seizure, attachment or execution before delivery of a
final judgment against the Bank, and from search, requisition, confiscation, expropriation or any other forceful taking by

executive or legislative action. The archives of the Bank and all documents belonging to it or held by it are inviolable, regardless
of location or who holds them.

· All Governors, Directors, Alternates, the President, Vice-president(s) and other officers and employees of the Bank are immune

from legal process with respect to acts performed by them in their official capacity, except when the Bank waives this immunity.

· The Bank, its assets, property, income and its operations and transactions are immune from all taxes and customs duties, and

the Bank is immune from any obligation relating to the payment, withholding or collection of any tax or duty.

· All of the property and assets of the Bank are free from restrictions, regulations, controls and moratoria of any nature (subject to

the Articles of Agreement).

· The salaries, emoluments and expenses which the Bank pays to its Directors, Alternate Directors, President, Vice-President(s)

and other officers and employees of the Bank are exempt from taxation, save to the extent that a member has explicitly
reserved its right to tax such payments to its nationals or citizens.
M e m be rship, Ca pit a l St ruc t ure a nd Re se rve s
Membership
Membership in AIIB is open to members of the International Bank for Reconstruction and Development ("IBRD" or the "World Bank")
or the Asian Development Bank ("ADB"). In the case of an applicant that is not a sovereign or not responsible for the conduct of its
international relations (e.g., a political subdivision such as a semi-autonomous territory), application for membership in the Bank must be
presented or agreed by the member of the Bank responsible for its international relations.
In October 2014, 22 countries signed a Memorandum of Understanding to establish the Bank. By the end of March 2015, 57 countries
committed to being part of the process to design and establish the Bank. Negotiations on the Articles of Agreement concluded on May 22,
2015 and by the end of 2015, 57 prospective members signed the Articles of Agreement. Signatories to the Articles of Agreement were
required to ratify, accept or approve the Articles of Agreement no later than December 31, 2016, or such later date as determined by the
Board of Governors by an affirmative vote of a majority of the total number of Governors, representing not less than a majority of the total
voting power of AIIB's members (a "Special Majority Vote"). For those signatories that did not ratify, accept or approve the Articles of
Agreement by December 31, 2016, the deadline for such ratification, acceptance or approval was extended; the current deadline is
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December 31, 2019.
Members of IBRD or ADB which were not signatories to the Articles of Agreement may be admitted by a Special Majority Vote of the
Board of Governors. In respect of membership for non-signatories to the Articles of Agreement, the Bank has established procedures for
membership. These procedures include initial informal discussions with the Corporate Secretary of the Bank followed by a firm written
expression of interest in membership addressed to the Corporate Secretary and signed by an applicant's duly authorized person with the
rank of minister or above. If the applicant receives an informal consensus for admission from the Board of Directors, the Bank would then
determine the indicative terms and conditions of membership of the applicant consistent with the Articles of Agreement. At this point, a
formal application would then be made by the applicant, which would be signed by the applicant's competent authority, such as Head of
Government, Head of State or Foreign Minister. Upon receipt of the membership application, the terms and conditions of

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membership (including the maximum number of shares of the Bank to which the applicant may subscribe) would be recommended by the
Board of Directors to the Board of Governors for its approval. Following approval by a Special Majority Vote of the Board of Governors, the
applicant would prepare the necessary domestic authorization and legislation to become a member, and take other steps required for
membership, including making payment of a first installment for subscribed paid-in shares, appointing a Governor and Alternate Governor
and assigning votes to a Director.
There are 57 signatories to the Articles of Agreement, three of which, as of the date hereof, have not yet ratified, approved or
accepted the Articles of Agreement. Consequently, the Bank currently has 54 founding members. As of the date hereof, the Bank has 70
members (44 regional and 26 non-regional). See "Table 1: Membership and Capital Allocation" below. The Bank also has 27 prospective
members (six regional and 21 non-regional). Prospective members denote those jurisdictions whose membership applications have already
been approved by the Board of Governors, but that have not become members yet. The Bank's prospective regional members are:
Armenia, Cook Islands, Kuwait, Lebanon, Papua New Guinea and Tonga. The Bank's prospective non-regional members are: Algeria,
Argentina, Belgium, Bolivia, Brazil, Chile, Côte d'Ivoire, Ecuador, Ghana, Greece, Guinea, Kenya, Libya, Morocco, Peru, Serbia, South
Africa, Togo, Tunisia, Uruguay and Venezuela.
If a member fails to fulfill any of its obligations to the Bank, the Board of Governors may suspend such member by an affirmative vote
of two-thirds of the total number of Governors, representing not less than three-fourths of the total voting power of AIIB's members (a
"Super Majority Vote"). A suspended member automatically ceases to be a member one year from the date of its suspension, unless the
Board of Governors decides by a Super Majority Vote to restore the member to good standing. Other than the right of withdrawal, a
suspended member is not allowed to exercise any rights under the Articles of Agreement, but remains subject to all the Articles of
Agreement's obligations.
Capital Structure
The authorized capital of the Bank consists of US$100,000,000,000 divided into paid-in shares having an aggregate par value of
US$20,000,000,000 and callable shares having an aggregate par value of US$80,000,000,000. As of March 31, 2019, the members had
subscribed an aggregate of US$96,403,800,000 of the Bank's share capital, of which US$19,280,800,000 was paid-in and
US$77,123,000,000 was callable.
Payment of subscribed, paid-in capital is due in five installments, except for members designated as less developed countries, which
may pay in up to ten installments. As of March 31, 2019, US$15,031,590,905 had been received from members, all in convertible
currency, and US$4,171,190,369 was not yet due. Capital subscriptions may be paid in United States dollars or in other convertible
currency. However, to the extent that a member is a less developed country, the member may pay a portion of up to 50% of each
installment in the currency of the member, with the Bank having discretion as to what amount is equivalent to the full value in terms of
U.S. dollars and the member maintaining the value of all such currency held by the Bank should the member's currency depreciate in the
Bank's opinion.
The authorized capital stock of the Bank may be increased only by a Super Majority Vote.
Total voting power of each member consists of the sum of its basic votes, share votes and, in the case of a founding member, its
founding member votes. A member's basic votes equal 12% of the aggregate sum of basic votes, share votes and founding member votes
of all the members, divided by the number of members. Share votes consist of the number of shares of the capital stock of the Bank
subscribed to by that member. All rights, including voting rights, acquired in respect of paid-in and

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associated callable shares for which payments are due but have not been received are suspended until full payment is received by the
Bank. Each founding member is allocated 600 founding member votes.
T a ble 1 : M e m be rship a nd Ca pit a l Alloc a t ion (1)

Total Subscriptions

V ot ing Pow e r

Am ount
Founding
Y e a r of
(m illion
Pe rc e nt of
Sha re
M e m be r
Ba sic
T ot a l
Pe rc e nt of
M e m be r
Accession
U SD)

T ot a l

V ot e s
V ot e s
Votes
V ot e s
T ot a l

Re giona l

Afghanistan

2017
86.6 0.0898 %
693
-- 1,934 2,627 0.2328 %
Australia

2015 3,691.2 3.8289 % 36,912
600 1,934 39,446 3.4958 %
Azerbaijan

2016
254.1 0.2636 % 2,541
600 1,934 5,075 0.4498 %
Bahrain

2018
103.6 0.1075 % 1,036
-- 1,934 2,970 0.2632 %
Bangladesh

2016
660.5 0.6851 % 6,605
600 1,934 9,139 0.8099 %
Brunei Darussalam

2015
52.4 0.0544 %
524
600 1,934 3,058 0.2710 %
Cambodia

2016
62.3 0.0646 %
623
600 1,934 3,157 0.2798 %
China

2015 29,780.4 30.8913 % 297,804
600 1,934 300,338 26.6167 %
Cyprus

2018
20.0 0.0207 %
200
-- 1,934 2,134 0.1891 %
Fiji

2017
12.5 0.0130 %
125
-- 1,934 2,059 0.1825 %
Georgia

2015
53.9 0.0559 %
539
600 1,934 3,073 0.2723 %
Hong Kong, China

2017
765.1 0.7936 % 7,651
-- 1,934 9,585 0.8494 %
India

2016 8,367.3 8.6794 % 83,673
600 1,934 86,207 7.6399 %
Indonesia

2016 3,360.7 3.4861 % 33,607
600 1,934 36,141 3.2029 %
Iran

2017 1,580.8 1.6398 % 12,646
600 1,934 15,180 1.3453 %
Israel

2016
749.9 0.7779 % 7,499
600 1,934 10,033 0.8891 %
Jordan

2015
119.2 0.1236 % 1,192
600 1,934 3,726 0.3302 %
Kazakhstan

2016
729.3 0.7565 % 7,205
600 1,934 9,739 0.8631 %
Korea

2015 3,738.7 3.8782 % 37,387
600 1,934 39,921 3.5379 %
Kyrgyz Republic

2016
26.8 0.0278 %
268
600 1,934 2,802 0.2483 %
Lao PDR

2016
43.0 0.0446 %
430
600 1,934 2,964 0.2627 %
Malaysia

2017
109.5 0.1136 % 1,095
600 1,934 3,629 0.3216 %
Maldives

2016
7.2 0.0075 %
72
600 1,934 2,606 0.2310 %
Mongolia

2015
41.1 0.0426 %
411
600 1,934 2,945 0.2610 %
Myanmar

2015
264.5 0.2744 % 2,645
600 1,934 5,179 0.4590 %
Nepal

2016
80.9 0.0839 %
809
600 1,934 3,343 0.2963 %
New Zealand

2015
461.5 0.4787 % 4,615
600 1,934 7,149 0.6336 %
Oman

2016
259.2 0.2689 % 2,592
600 1,934 5,126 0.4543 %
Pakistan

2015 1,034.1 1.0727 % 10,332
600 1,934 12,866 1.1402 %
Philippines

2016
979.1 1.0156 % 9,791
600 1,934 12,325 1.0923 %
Qatar

2016
604.4 0.6269 % 6,044
600 1,934 8,578 0.7602 %
Russia

2015 6,536.2 6.7800 % 65,362
600 1,934 67,896 6.0171 %
Samoa

2018
2.1 0.0022 %
17
-- 1,934 1,951 0.1729 %
Saudi Arabia

2016 2,544.6 2.6395 % 25,446
600 1,934 27,980 2.4797 %
Singapore

2015
250.0 0.2593 % 2,500
600 1,934 5,034 0.4461 %
Sri Lanka

2016
269.0 0.2790 % 2,690
600 1,934 5,224 0.4630 %
Tajikistan

2016
30.9 0.0321 %
309
600 1,934 2,843 0.2520 %
Thailand

2016 1,427.5 1.4808 % 14,275
600 1,934 16,809 1.4897 %
Timor-Leste

2017
16.0 0.0166 %
160
-- 1,934 2,094 0.1856 %
Turkey

2016 2,609.9 2.7073 % 26,099
600 1,934 28,633 2.5375 %
United Arab Emirates

2016 1,185.7 1.2299 % 11,857
600 1,934 14,391 1.2754 %
Uzbekistan

2016
219.8 0.2280 % 2,198
600 1,934 4,732 0.4194 %

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Table of Contents

T ot a l Subsc ript ions

V ot ing Pow e r

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Am ount
Founding
Y e a r of
(m illion
Pe rc e nt of
Sha re
M e m be r
Ba sic
Pe rc e nt of
M e m be r
Accession
U SD)

T ot a l

V ot e s

V ot e s

V ot e s
Total Votes
T ot a l

Vanuatu

2018
0.5
0 .0 0 0 5 %
5
--
1,934
1,939
0 .1 7 1 8 %
Vietnam

2016
663.3
0 .6 8 8 0 %
6,633
600
1,934
9,167
0 .8 1 2 4 %

T ot a l Re giona l

73,855.3 76.6104 % 735,116 21,600 85,096 841,812 74.6035 %

N on -Re giona l

Austria

2015
500.8
0 .5 1 9 5 %
5,008
600
1,934
7,542
0 .6 6 8 4 %
Belarus

2019
64.1
0 .0 6 6 5 %
641
--
1,934
2,575
0 .2 2 8 2 %
Canada

2018
995.4
1 .0 3 2 5 %
9,954
--
1,934
11,888
1 .0 5 3 5 %
Denmark

2016
369.5
0 .3 8 3 3 %
3,695
600
1,934
6,229
0 .5 5 2 0 %
Egypt

2016
650.5
0 .6 7 4 8 %
6,505
600
1,934
9,039
0 .8 0 1 1 %
Ethiopia

2017
45.8
0 .0 4 7 5 %
458
--
1,934
2,392
0 .2 1 2 0 %
Finland

2016
310.3
0 .3 2 1 9 %
3,103
600
1,934
5,637
0 .4 9 9 6 %
France

2016
3,375.6
3 .5 0 1 5 %
33,756
600
1,934
36,290
3 .2 1 6 1 %
Germany

2015
4,484.2
4 .6 5 1 5 %
44,842
600
1,934
47,376
4 .1 9 8 6 %
Hungary

2017
100.0
0 .1 0 3 7 %
1,000
--
1,934
2,934
0 .2 6 0 0 %
Iceland

2016
17.6
0 .0 1 8 3 %
176
600
1,934
2,710
0 .2 4 0 2 %
Ireland

2017
131.3
0 .1 3 6 2 %
1,313
--
1,934
3,247
0 .2 8 7 8 %
Italy

2016
2,571.8
2 .6 6 7 7 %
25,718
600
1,934
28,252
2 .5 0 3 8 %
Luxembourg

2015
69.7
0 .0 7 2 3 %
697
600
1,934
3,231
0 .2 8 6 3 %
Madagascar

2018
5.0
0 .0 0 5 2 %
50
--
1,934
1,984
0 .1 7 5 8 %
Malta

2016
13.6
0 .0 1 4 1 %
136
600
1,934
2,670
0 .2 3 6 6 %
Netherlands

2015
1,031.3
1 .0 6 9 8 %
10,313
600
1,934
12,847
1 .1 3 8 5 %
Norway

2015
550.6
0 .5 7 1 1 %
5,506
600
1,934
8,040
0 .7 1 2 5 %
Poland

2016
831.8
0 .8 6 2 8 %
8,318
600
1,934
10,852
0 .9 6 1 7 %
Portugal

2017
65.0
0 .0 6 7 4 %
650
600
1,934
3,184
0 .2 8 2 2 %
Romania

2018
153.0
0 .1 5 8 7 %
1,530
--
1,934
3,464
0 .3 0 7 0 %
Spain

2017
1,761.5
1 .8 2 7 2 %
17,615
600
1,934
20,149
1 .7 8 5 7 %
Sudan

2018
59.0
0 .0 6 1 2 %
590
--
1,934
2,524
0 .2 2 3 7 %
Sweden

2016
630.0
0 .6 5 3 5 %
6,300
600
1,934
8,834
0 .7 8 2 9 %
Switzerland

2016
706.4
0 .7 3 2 8 %
7,064
600
1,934
9,598
0 .8 5 0 6 %
United Kingdom

2015
3,054.7
3 .1 6 8 7 %
30,547
600
1,934
33,081
2 .9 3 1 7 %

T ot a l N on -Re giona l

22,548.5 23.3896 % 225,485 10,800 50,284 286,569 25.3965 %

Gra nd T ot a l

96,403.8 100.0000 % 960,601 32,400 135,380 1,128,381 100.0000 %

Note:

(1)
Subscription and voting figures are as of May 6, 2019.
As shown in the table above, China holds the largest percentage of voting power, with 26.6167% of the total as of the date of this
Prospectus. Because Super Majority Votes require in part the affirmative vote of Governors representing not less than three-fourths of the
total voting power of AIIB's members, any member with over 25% of AIIB's total voting power could effectively prevent actions requiring a
Super Majority Vote from occurring. See "Governance and Administration Board of Governors" for further information on the types of
measures that require a Super Majority Vote.
Withdrawal and Suspension
Pursuant to Article 37 of the Articles of Agreement, any member may withdraw from the Bank at any time by delivering a notice to the
Bank, and such withdrawal will become effective (and the withdrawing member's membership will cease) on the date specified in the
notice but no sooner than

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six months after the date that notice is received by the Bank. At any time before the withdrawal becomes effective, the member may
cancel its notice of intention to withdraw. A withdrawing member remains liable for all direct and contingent obligations to the Bank to
which it was subject as of the date of delivery of the withdrawal notice. At the time membership ceases, the Bank shall arrange for the
repurchase of the withdrawing member's shares by the Bank as a part of the settlement of accounts with such member.
Pursuant to Article 38 of the Article of Agreement, if a member fails to fulfill any of its obligations to the Bank, the Board of Governors
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424B1
may suspend such member by a Super Majority Vote. See "Governance and Administration Board of Governors". A suspended member
shall automatically cease to be a member one year from the date of its suspension, unless the Board of Governors decides by a Super
Majority Vote to restore the member to good standing. While under suspension, a member shall not be entitled to exercise any rights under
the Articles of Agreement, except the right of withdrawal, but shall remain subject to all its obligations.
Reserves
Pursuant to Article 18(1) of the Articles of Agreement, the Board of Governors shall determine at least annually what part of the net
income of AIIB shall be allocated, after making provision for reserves, to retained earnings or other purposes and what part, if any, shall be
distributed to the members.
Re la t ionship w it h Ot he r I nt e rna t iona l Fina nc ia l I nst it ut ions
In the interest of partnership and cooperation, the Bank signed Memoranda of Understanding with several international financial
institutions, including ADB, the African Development Bank ("AfDB"), the African Development Fund, the European Bank for Reconstruction
and Development ("EBRD"), the European Investment Bank, the Inter-American Development Bank, the Inter-American Investment
Corporation, the International Development Association ("IDA"), the International Finance Corporation ("IFC"), the Islamic Development
Bank Group, the Multilateral Investment Guarantee Agency, the New Development Bank ("NDB") and the World Bank. The Bank has also
entered into a Co-Financing Framework Agreement with IBRD and IDA, an International Swaps and Derivatives Association Master
Agreement with IFC, and a Joint Declaration with the International Solar Alliance for the Promotion of Solar Energy Globally.

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U SE OF PROCEEDS
The net proceeds from the sale of the Notes will be used in the general operations of AIIB, which are to foster sustainable economic
development, create wealth and improve infrastructure connectivity in Asia by investing in infrastructure and other productive sectors. Such
investments, which may consist of loans, guarantees, equity investments or other types of financing, are subject to AIIB's operational and
financial policies, including policies addressing environmental and social sustainability, as documented in AIIB's Environmental and Social
Framework (the "ESF Framework"). Pending their application to such investments, 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
The following table sets forth AIIB's capitalization as of December 31, 2018 and does not give effect to any transaction since
December 31, 2018. There have been no material changes to the capitalization of the Bank since December 31, 2018. As of the date of
this Prospectus, the Bank has no significant long-term indebtedness.

As of De c e m be r 3 1 ,

2 0 1 8

(audited)

(in thousands of US$)
M e m be rs' e quit y

Paid-in capital

19,268,000
Reserve for accretion of paid-in capital receivables

(70,481)
Retained earnings

314,899

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

19,512,418

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SELECT ED FI N AN CI AL I N FORM AT I ON
The financial information included herein as of and for the years ended December 31, 2018, December 31, 2017 and December 31,
2016 (beginning on January 16, 2016, the date of commencement of AIIB's operations) is derived from AIIB's audited financial statements
for the year ended December 31, 2018, including the notes thereto (the "2018 Audited Financial Statements"), which were audited by
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424B1
AIIB's independent auditor PricewaterhouseCoopers, and AIIB's audited financial statements for the year ended December 31, 2017,
including the notes thereto (the "2017 Audited Financial Statements," and together with the 2018 Audited Financial Statements, the
"Financial Statements"), which were also audited by PricewaterhouseCoopers. The 2018 Audited Financial Statements, and the
independent auditor's report issued by PricewaterhouseCoopers in respect thereof, have been included herein beginning on page F-2 of
this Prospectus. The 2017 Audited Financial Statements, and the independent auditor's report issued by PricewaterhouseCoopers in
respect thereof, have been included herein beginning on page F-50 of this Prospectus. The Financial Statements have been prepared in
accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS"). The
2018 Audited Financial Statements and the 2017 Audited Financial Statements present fairly, in all material respects, the financial position
of the Bank as of December 31, 2018 and December 31, 2017, respectively, and its results of operations and its cash flows for the years
ended December 31, 2018 and December 31, 2017, respectively, in accordance with IFRS.
The Bank is currently implementing internal controls over financial reporting based on the criteria established in Internal Control
Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and will provide
an attestation report issued by its external auditors on the Bank's internal control over financial reporting beginning with its audited financial
statements for the year ended December 31, 2019.

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The selected financial information should be read in conjunction with the Financial Statements and the section entitled "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in this Prospectus.

Y e a r e nde d De c e m be r 3 1 ,

2 0 1 8
2 0 1 7
2 0 1 6

(beginning on
January 16, 2016,
the date of
commencement of

AIIB's operations)

(in thousands of US$)

Se le c t e d Profit a nd Loss I nform a t ion

Interest income
250,761
124,193

23,455
Interest expense

--

--

--

N e t int e re st inc om e
250,761
124,193

23,455
Net fee and commission income (expense)

12,654

(866)

(70)
Net gain on investment at fair value through profit or loss

56,622

53,783

14,873
Impairment provision
(39,608)

(9,088)

(277)
General and administrative expenses
(84,737)
(56,098)

(30,658)
Net foreign exchange gain (loss)

44

(58)

(26)

Ope ra t ing profit for t he pe riod
195,736
111,866

7,297
Accretion of paid-in capital receivables
103,780
140,442

160,063

N e t profit for t he pe riod
299,516
252,308

167,360
Other comprehensive income

--

--

--
T ot a l c om pre he nsive inc om e
299,516
252,308

167,360

As of De c e m be r 3 1 ,

2 0 1 8

2 0 1 7

2 0 1 6

(in thousands of US$)

Se le c t e d Ba la nc e She e t I nform a t ion

Total assets
19,562,269
18,972,606
17,795,367
Total liabilities

49,851
13,587
5,538
Total members' equity
19,512,418
18,959,019
17,789,829

Total liabilities and members' equity
19,562,269
18,972,606
17,795,367

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Document Outline

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