Obligation IBRD-Global 0% ( XS1278897670 ) en USD

IBRD-Global

100 % ⇌

Etats-unis

XS1278897670 ( en USD )

26/11/2019 - Obligation échue

Prospectus brochure de l'obligation IBRD XS1278897670 en USD 0%, échue

4 170 000 USD

La Banque internationale pour la reconstruction et le développement (IBRD), membre du Groupe de la Banque mondiale, fournit des prêts et des services consultatifs aux pays à revenu intermédiaire et à revenu faible pour soutenir leur développement économique.

L'Obligation émise par IBRD-Global ( Etats-unis ) , en USD, avec le code ISIN XS1278897670, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 26/11/2019

Final Terms dated October 1, 2015

International Bank for Reconstruction
and Development
U.S.$4,171,200
PAF: Emission Reductions Notes ("PAFERNs") due 2019
issued under its Global Debt Issuance Facility
Issue Price 12.5 per cent.
The International Bank for Reconstruction and Development (the "Bank") is offering U.S.$4,171,200 of non-
interest-bearing PAFERNs due November 27, 2019 (the "Notes") under its Global Debt Issuance Facility (the
"Facility"). Each holder of Notes will have the right, but not the obligation, upon a maximum of 60 and a minimum
of 40 Business Days' notice, to redeem some or all of its Notes on November 27, 2019 (the "Maturity Date") for
U.S.$4,800 (the "Final Redemption Amount") per Specified Denomination of Notes redeemed. As further
described herein, the right of a holder to receive the Final Redemption Amount per Specified Denomination of
Notes is conditional upon the delivery to the Verification Agent of 2,000 Certified Emission Reductions ("CERs")
that are Qualifying CERs (as defined in these Final Terms) for each Specified Denomination of Notes redeemed and
upon satisfaction of the other Conditions to Final Redemption (as defined in these Final Terms). If the Conditions
to Final Redemption have not been satisfied, then the Notes will not pay the Final Redemption Amount on the
Maturity Date and will expire worthless. No interest is payable on the Notes at any time.
The Notes will be issued in registered form and will initially be issued in global form represented by one or
more Global Certificates deposited on the Issue Date with, and registered in the name of a nominee of, a common
depositary for Euroclear and Clearstream, Luxembourg.
These Final Terms supplement the terms and conditions in, and incorporates by reference, the accompanying
Prospectus dated May 28, 2008 and all documents incorporated by reference therein (the "Prospectus"), and should
be read in conjunction with the Prospectus. Unless otherwise defined in these Final Terms, terms used herein have
the meaning given to them in the Prospectus. For a detailed description of the terms of the Notes, see Annex A of
these Final Terms beginning on page A-1.
Notwithstanding anything to the contrary in the Prospectus, the Notes will not be listed on any stock exchange.
The Bank is selling the Notes directly to investors on its own behalf and not through any dealers. The
security ratings of the Facility will not apply to the Notes, and the Notes will not be rated.
Prospective investors should have regard to the risk factors described under the section headed "Risk Factors"
in these Final Terms. The Notes are not conventional debt securities in that they do not pay interest and are not
principal protected and as a result prospective investors may lose all of their investment.
THE NOTES ARE NOT OBLIGATIONS OF ANY GOVERNMENT.

The Bank accepts responsibility for the information contained in these Final Terms. To the best of
the knowledge of the Bank (having taken all reasonable care to ensure that such is the case) the information
contained in these Final Terms is in accordance with the facts and does not omit anything likely to affect the
import of such information.
These Final Terms are to be read in conjunction with all documents which are deemed to be
incorporated herein by reference (see "Incorporation by Reference" below).
These Final Terms do not constitute, and may not be used for the purposes of, an offer or solicitation by
anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is
unlawful to make such offer or solicitation, and no action is being taken to permit an offering of the Notes or
the distribution of these Final Terms in any jurisdiction where such action is required.
THE NOTES ARE NOT REQUIRED TO BE REGISTERED UNDER THE U.S. SECURITIES
ACT OF 1933, AS AMENDED. ACCORDINGLY, NO REGISTRATION STATEMENT HAS BEEN
FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION").
THE NOTES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE COMMISSION OR
ANY STATE SECURITIES COMMISSION, NOR HAS THE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THESE
FINAL TERMS OR THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE IN THE UNITED STATES.
AN INVESTMENT IN THE NOTES ENTAILS CERTAIN RISKS, INCLUDING THE RISK OF
LOSS OF SOME OR ALL OF YOUR INVESTMENT AND THE RISK THAT THE PRICE OR
COST OF THE QUALIFYING CERS IS MORE THAN THE FINAL REDEMPTION AMOUNT
PAYABLE ON THE MATURITY DATE. INVESTORS SHOULD HAVE SUFFICIENT
KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS TO EVALUATE
THE MERITS AND RISKS OF INVESTING IN THE NOTES, AS WELL AS ACCESS TO, AND
KNOWLEDGE OF, APPROPRIATE ANALYTICAL TOOLS TO EVALUATE SUCH MERITS
AND RISKS IN THE CONTEXT OF THEIR FINANCIAL SITUATION. PROSPECTIVE
INVESTORS SHOULD CAREFULLY REVIEW THE INFORMATION SET FORTH AND
INCORPORATED HEREIN, INCLUDING WITHOUT LIMITATION, THE INFORMATION SET
FORTH UNDER THE CAPTIONS "RISK FACTORS" BEGINNING ON PAGE 5 OF THESE
FINAL TERMS AND PAGE 14 OF THE PROSPECTUS.
SWAPS, INCLUDING AGREEMENTS, CONTRACTS OR TRANSACTIONS COMMONLY
KNOWN AS EMISSIONS SWAPS, HAVE BECOME SUBJECT TO HEAVY REGULATION
AROUND THE GLOBE. NOTEHOLDERS THAT ENGAGE IN SWAPS, INCLUDING EMISSIONS
SWAPS, WITHIN THE MEANING OF SUCH TERMS AS DEFINED IN ANY RELEVANT
JURISDICTION(S) WILL BE SUBJECT TO THE APPLICABLE RULES AND REGULATIONS IN
SUCH JURISDICTION(S). THE BANK HAS NOT CONSIDERED NOR WILL IT UNDERTAKE
TO CONSIDER WHETHER THE NOTES CONSTITUTE, OR WOULD IN THE HANDS OF
CERTAIN HOLDERS CONSTITUTE, SWAPS FOR THE PURPOSES OF SUCH RULES AND
REGULATIONS IN ANY JURISDICTION. INVESTORS ARE STRONGLY ENCOURAGED TO
CONSIDER THE POTENTIAL IMPACT OF SUCH RULES AND REGULATIONS IN
JURISDICTION(S) APPLICABLE TO SUCH NOTEHOLDERS IN CONNECTION WITH THEIR
HOLDING OF, AND THE EXERCISE OF THE FINAL REDEMPTION RIGHT WITH RESPECT
TO, THE NOTES.

2

Table of Contents
Contents
Page
Incorporation by Reference ............................................................................................................................... 4
Risk Factors ....................................................................................................................................................... 5
Summary ........................................................................................................................................................... 8
Annex A ........................................................................................................................................................ A-1
Exhibit 1 to Annex A .................................................................................................................................... A-7
Exhibit 2 to Annex A ..................................................................................................................................... A-8
Exhibit 3 to Annex A ................................................................................................................................... A-16
Schedule 1: Identification of CERs for the First Check ................................................................... A-21
Schedule 2: Clearing System Procedures ......................................................................................... A-22
Exhibit 4 to Annex A ................................................................................................................................... A-23

3

Incorporation by Reference
The following documents of the Bank are incorporated by reference to these Final Terms: (i) the Global
Debt Issuance Facility Prospectus dated May 28, 2008 (the "Prospectus") and (ii) the Information Statement
dated September 17, 2015 (the "Information Statement"). These documents have been filed with the
Commission and are available on the Commission's website. Alternatively, to obtain copies of these
documents, contact your financial adviser.
The provisions of the Prospectus shall be deemed to be incorporated into and form part of these Final
Terms in their entirety save that any statement contained in the Prospectus or any other document
incorporated by reference herein shall be deemed to be modified or superseded for the purpose of these Final
Terms to the extent that a statement contained herein modifies or supersedes, or is inconsistent with, such
earlier statement (whether expressly, by implication or otherwise). Any statement in the Prospectus so
modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of
these Final Terms. Terms used herein but not otherwise defined shall have the meanings given to them in the
Prospectus. These Final Terms must be read in conjunction with the Prospectus and full information on the
Bank and the offer of the Notes is only available on the basis of the combination of the provisions set out
within these Final Terms and the Prospectus.
Investors who have not previously reviewed the information contained in the above documents should
do so in connection with their evaluation of the Notes.
For further information and to find out how you can obtain copies of the documents incorporated by
reference in the Prospectus, please read the section entitled "Availability of Information and Incorporation
by Reference" beginning on page 4 of the Prospectus.

4

Risk Factors
You should read the risks summarized below in connection with, and the risk summarized below are
qualified by reference to, the risks described in more detail in the "Risk Factors" section beginning on page
15 of the Prospectus. Your decision to purchase the Notes should be made only after carefully considering
these risks with your investment, legal tax, accounting and other advisers in light of your particular
circumstances. The Notes are not an appropriate investment for you if you are not knowledgeable about
significant element of the Notes or financial matters in general. Capitalized terms used and not defined in
these Risk Factors have the respective meanings ascribed thereto elsewhere in these Final Terms.
Investment at risk
The capital invested in the Notes, represented by the Issue Price is at risk. In addition, any cost of
generating CERs such as inputs to developing CER-generating projects, and/or any cost of obtaining CERs
in the secondary market, is also at risk. If a Noteholder fails to exercise its Final Redemption Right, fails to
deliver a complete and valid Final Redemption Notice or an EHS Audit Report otherwise fails to satisfy the
Conditions to Final Redemption or fails to identify Qualifying CERs in its Final Redemption Notice or
deliver Qualifying CERs to the Verification Agent, or the Verification Agent determines that the CERs
identified or delivered are not Qualifying CERs or fails to make a determination, the Notes will expire
worthless on the Maturity Date and such Noteholder will lose its entire investment, any costs associated with
its purchase of the Notes and/or its development cost associated with generating and/or obtaining CERs.
Determinations made by the Verification Agent are final and binding on the Bank and Noteholders.
Uncertainty of market value as of delivery of Final Redemption Notice and Maturity Date
The Notes contain a Notice Period of a maximum of 60 and a minimum of 40 Business Days prior to
the Maturity Date, thereby requiring a decision by the Noteholder as to whether to exercise the Final
Redemption Right and identify and deliver CERs to the Verification Agent that must be made no later than
40 Business Days prior to the Maturity Date. The market value of CERs may change during the Notice
Period favorably or unfavorably to the Noteholders. If a Noteholder exercises its Final Redemption Right,
the Final Redemption Amount may be less than the market value of Qualifying CERs as of the Maturity
Date, in which case a Noteholder's prior, binding election to exercise its Final Redemption Right will result
in a loss to the Noteholder compared to the then-market value of the Qualifying CERs.
The market price of the Notes may be influenced by many factors
Many factors, most of which are beyond the Bank's control, will influence the value of the Notes and
the price at which a secondary market participant may be willing to purchase or sell the Notes, including: the
current market price of CERs, interest and yield rates in the market, general macroeconomic and financial,
political and regulatory events that affect the investment of industry in carbon-intensive projects and
therefore that may restrain or expand the potential secondary market for the Notes and accordingly decrease
or increase demand for CERs and value of the Notes.
The value or trading price of the Notes at any time will reflect changes in market conditions and the
market value of CERs. In recent years, the value of CERs has been in decline. The Final Redemption
Amount has been set by the market by auction, and may not reflect the actual value of CERs for delivery at
any point during the Notice Period, including on the day of identification and/or delivery by an exercising
Noteholder. The market value of CERs will change during the term of the Notes and the value of the Final
Redemption Right may change as the market price for CERs changes. Any change in the global conditions
that contributed to the decrease in the value of CERs over the last few years may affect the market price of
the Notes, including any market price received by an investor in any secondary market transaction, which
may be substantially less than the Final Redemption Amount.
5

The Notes do not pay interest, do not pay principal upon early redemption, and only pay the Final
Redemption Amount at maturity if the Final Redemption Right is properly exercised
The Notes do not bear interest, so there is no return on the Issue Price paid for the Notes. If the Notes
are redeemed early for any reason, no principal will be paid on such early redemption. Payment of the Final
Redemption Amount is the only payment which the Bank will make on the Notes and then only if the Final
Redemption Right has been validly exercised by a Noteholder and the Conditions to Final Redemption have
been satisfied by the Noteholders.
Neither the Issue Price nor the Final Redemption Amount for the Notes represents their value at any
time
The Final Redemption Amount for the Notes has been set by an auction, and the Issue Price has been
set by the Bank without reference to option valuation models. The estimated value of the Notes at the Issue
Date may be materially less or more than the Issue Price and/or the Final Redemption Amount.
A secondary market may not develop due to the special nature of investors in the Notes
The Notes are expected to be issued to investors that are active in carbon markets and not to
institutional investors generally. As a result of the target market of investors for the Notes, a Noteholder may
not be able to sell or transfer its Notes easily or at all.
There are important deadlines that you must meet in order to exercise your Final Redemption Right
by notice sent through the Clearing Systems
Noteholders must ensure delivery of their Final Redemption Notice before the time and date set by the
relevant Clearing System or any other relevant intermediary and in accordance with the procedures set out or
referred to in the Form of Final Redemption Notice so that the Noteholder's exercise of its Final Redemption
Right may be communicated to the Global Agent prior to the Deadline set out or referred to in the Form of
Final Redemption Notice.
Noteholders whose Notes are held on their behalf by a broker, dealer, commercial bank, custodian, trust
company or direct participant in the Clearing System should contact their broker, dealer, commercial bank,
custodian, trust company or direct participant in the Clearing System, as the case may be, to confirm that the
deadline for receipt of their instruction with respect to the exercise the Final Redemption Right so that such
instructions may be processed in a timely manner and in accordance with the relevant deadlines and
delivered to the relevant Clearing System in accordance with such Clearing System's deadlines and in time
for transmission to the Global Agent, prior to the Deadline set out in the Form of Final Redemption Notice.
Once a Noteholder has submitted its Final Redemption Notice, its Notes will be blocked in the Clearing
Systems. Notes which are blocked may not be traded or transferred in the relevant Clearing System during
the period starting from the time at which the Noteholder delivers, or instructs the Account Holder through
which it holds such Notes to deliver, a Final Redemption Notice, to the relevant Clearing System, at any time
until the Maturity Date.
Direct participants in any Clearing System and the beneficial owners of Notes that submit a Final
Redemption Notice will be disclosing their identity
Direct participants in any Clearing System and beneficial owners of the Notes by submission of a Final
Redemption Notice authorize such Clearing System to disclose their identity to the Bank, the Global Agent,
the Verification Agent, the common depositary for the Clearing Systems and their respective advisers.
Verification Agent Risk
The Bank has engaged an independent third party Verification Agent to determine if CERs identified in
the Final Redemption Notice and delivered to the Verification Agent in connection with any exercise by a
Noteholder of its Final Redemption Right are Qualifying CERs. The Verification Agent shall determine
whether CERs meet the Eligibility Criteria and are therefore Qualifying CERs, upon identification of the
CERs in the Final Redemption Notice (the "First Check") and upon subsequent delivery of the CERs to the
6

Verification Agent (the "Second Check" and together with the First Check, each a "Check"). An
unfavorable determination at either Check is binding on the relevant Noteholder and the Bank, in the case of
the Second Check notwithstanding a favorable determination at the First Check, even if the determination at
either Check is the result of a mistake by the Verification Agent.
Each Check must happen within the timeframe set out in these Final Terms. Further, at each Check the
Verification Agent must send a notice to the Noteholder, the Global Agent, the Calculation Agent and/or the
Bank, as applicable, with the results of that Check. A failure of the Verification Agent to make a
determination within the required timeframe, or to send the notice, even if a favorable determination is later
made or if a timely determination is made but no notice is sent, will result in a failure of the exercise of the
Final Redemption Right. All of the External Conditions to Final Redemption, including this timing and
notice requirement that depend on the Verification Agent, are outside of the Noteholders' control.
Notwithstanding this lack of control, a failure of any of the External Conditions to Final Redemption will
result in a failure of the exercise of the Final Redemption Right and the Noteholder will receive nothing.
The Bank is not responsible for determinations by the Verification Agent with respect to identified or
delivered CERs and the Noteholders are dependent on the determination made by the Verification Agent
which is final and binding on the Bank and the Noteholders. Although all due care was exercised in the
engagement of the Verification Agent, any errors that may occur in the process of determining whether
identified or delivered CERs constitute Qualifying CERs will be borne by the Noteholders. An identified or a
delivered CER that is not determined to be a Qualifying CER will be rejected by the Verification Agent at the
relevant Check, and Noteholders will not be able to submit other CERs or resubmit a Final Redemption
Notice with respect to the same Notes. In addition, neither the Bank nor any Noteholder will have any
recourse against the Verification Agent, and such Noteholder will not have any recourse against the Bank, for
the Verification Agent's determination at either Check. In such a case, where the CERs are rejected at either
Check, no Final Redemption Amount will be paid to such Noteholder and such Noteholder will lose all of its
investment in the Notes, any costs associated with its purchase of the Notes and/or its development costs
associated with generating and/or obtaining CERs.
Regulation of emissions swaps
Swaps, including agreements, contracts or transactions commonly known as emissions swaps, have
become heavily regulated across the globe, including certain swaps becoming subject to mandatory clearing,
trade, execution, reporting and recordkeeping requirements, amongst other requirements. Noteholders that
engage in swaps, including emissions swaps, as such are defined in any jurisdictions applicable to such
Noteholders, will be subject to the rules and regulations regarding their swaps-related activities applicable in
such relevant jurisdictions. The Bank has not considered, and will not undertake to consider, an analysis of
the initial purchase or secondary market sales of the Notes under the rules and regulations relating to swaps
that may be applicable to the Noteholders. Prior to investing in the Notes, investors are strongly encouraged
to obtain advice regarding the potential impact of such rules and regulations in the applicable jurisdictions in
connection with the purchase, transfer and holding of, and exercise of the Final Redemption Right with
respect to, the Notes.
United Kingdom stamp duty may be payable on transfers of Notes made within the United Kingdom
The Registrar and the register for the Notes are located within the United Kingdom. In limited
circumstances specified in the Prospectus, the Notes may be represented by definitive certificated Notes
outside of the Clearing Systems and transfers effected by change of entries in such register. In such
circumstances, a United Kingdom stamp duty of 0.5% of the transfer consideration may be payable by the
purchaser in connection with such transfer. If such stamp duty remains unpaid a charge to United Kingdom
stamp duty reserve tax (at the rate of 0.5% of the transfer consideration) would be payable. Potential
consequences of failure to pay stamp duty include, amongst other things, the inability of a Noteholder to
introduce the instrument of transfer into evidence in a court proceeding in the United Kingdom until such
stamp duty is paid. Further interest and penalties would be payable on late paid stamp duty or stamp duty
reserve tax. Were stamp duty to be payable on such transfers, it could reduce the value of the Notes.

7

Summary
This summary section forms part of these Final Terms relating to the Notes. It is intended for
introductory purposes only. It may neither be separated from the rest of these Final Terms nor relied upon
as complete if separated from the more complete disclosure contained herein. Any decision to invest in the
Notes should be based on a consideration by any potential investor of these Final Terms as a whole,
including any schedules, appendices and annexes hereto and any documents incorporated by reference.
The PAF
The Pilot Auction Facility for Methane and Climate Change Mitigation ("PAF") is an innovative
climate finance mechanism developed by the World Bank Group to stimulate investment in projects that
reduce greenhouse gas emissions while maximizing the impact of public funds and leveraging private sector
financing. It is a results-based mechanism that works by setting a floor price for emission reductions
generated in respect of certain projects and programs. The goals of the PAF are achieved by the auction of
PAFERNs that give holders the right, but not the obligation, to sell to the PAF emission reductions generated
through the operation of projects or purchased on the secondary market.
In connection with the PAF, the Bank will issue separate series of PAFERNs, each containing a right of
redemption which corresponds to future emission reductions related to particular areas of methane and
climate change mitigation as may be determined from time to time with respect to each series of PAFERNs.
For each notes issuance, such as the Notes, the PAF establishes a list of eligibility criteria based on the
country of origination, project type, and other environmental and social criteria (the criteria applicable to the
Notes set out in Exhibit 2 to Annex A, the "Eligibility Criteria").
In the case of the Notes, the PAF will set a floor price for Certified Emission Reductions ("CERs")
generated in respect of methane capture or avoidance at existing landfill water, waste water treatment
facilities and composting & agricultural water project sites registered under the Clean Development
Mechanism ("CDM").
The Auction
A competitive auction conducted by the Bank on July 15, 2015 (the "Auction Date") set (a) the amount
payable per CER that is (i) identified in a Final Redemption Notice as part of a block of 2,000 CERs in
respect of which each CER is from the same Monitoring Period and CDM Project or CDM POA (each a
"CER Lot") and (ii) determined by the Verification Agent to satisfy the Eligibility Criteria (each such CER,
a "Qualifying CER") at U.S.$2.40, resulting in the Final Redemption Amount per 2,000 Qualifying CERs
being U.S.$4,800 and (b) the integral multiples of CER Lots applicable to the Notes, resulting in the
Aggregate Nominal Amount of Notes being U.S.$4,171,200 and the Specified Denomination of the Notes
being U.S.$4,800.
Summary of Terms
Pursuant to these Final Terms, the Bank is issuing U.S.$4,171,200 Aggregate Nominal Amount of non-
interest-bearing PAFERNs due November 27, 2019 under the Facility.
The Bank has engaged Kommunalkredit Public Consulting GmbH, an independent third party agent
(the "Verification Agent") to determine, in accordance with the Eligibility Criteria, whether CERs identified
in a valid and complete Final Redemption Notice and delivered to the Verification Agent are Qualifying
CERs. The Verification Agent shall determine whether CERs meet the Eligibility Criteria and are therefore
Qualifying CERs, upon identification of the CERs in the Final Redemption Notice (the "First Check") and
upon subsequent delivery of the CERs to the Verification Agent (the "Second Check" and together with the
First Check, each a "Check"). Determinations of the Verification Agent at each Check (or failure of the
Verification Agent to make a determination at either Check) are final and binding on the Bank and the
Noteholders.
8

Any integral multiple of a CER Lot may be identified in a Final Redemption Notice for the First Check
by the Verification Agent and, provided the First Check is favourable, for subsequent delivery to the
Verification Agent for the Second Check. Any CERs delivered to the Verification Agent that do not
constitute integral multiples of a CER Lot will be automatically rejected. For the avoidance of doubt, if the
serial numbers of the CERs delivered by a Noteholder at the Second Check do not match the serial numbers
of the CERs identified in such Noteholder's Final Redemption Notice delivered for the First Check, the CER
Lots containing non-matching serial numbers will be rejected. The exercise of the Final Redemption Right
will be successful with respect to each integral multiple of CER Lots that passes both Checks.
The table set out immediately below is a high-level summary of the terms set out in Annex A.
Investors should carefully read Annex A.

Issuer ..............................................
International Bank for Reconstruction and Development (the
"Bank")
Dealers ...........................................
None
Global Agent ..................................
Citibank, N.A., London Branch
Paying Agent ..................................
Citibank, N.A., London Branch
Registrar .........................................
Citibank, N.A., London Branch
Verification Agent ..........................
Kommunalkredit Public Consulting GmbH, or any successor or
replacement appointed by the Bank
Calculation Agent ...........................
Citibank, N.A., London Branch
Currency .........................................
U.S. dollars
CER Lot .........................................
A block of 2,000 CERs in respect of which each CER is from the
same Monitoring Period and CDM Project or CDM POA.
Maturity Date .................................
November 27, 2019
Issue Date .......................................
October 7, 2015
Issue Price ......................................
12.5%
Method of Issue ..............................
Notes will not be issued through dealers. The Bank will sell Notes
itself directly to investors.
Description of Notes ......................
The Notes are non-interest-bearing unsecured obligations of the Bank
redeemable at the option of the Noteholder on the Maturity Date,
provided a Final Redemption Notice is delivered during the Notice
Period and the Conditions to Final Redemption are satisfied.
Final Redemption Right .................
Each Noteholder may redeem some or all of its Notes in integral
multiples of the Specified Denomination on, but not prior to, the
Maturity Date upon a maximum of 60 and a minimum of 40
Business Days' notice (the "Notice Period").
Final Redemption Amount .............

U.S.

$4,800 per Specified Denomination, provided that the
Conditions to Final Redemption are satisfied.
Conditions to Final Redemption ....
The following conditions must be met for the valid exercise of the
Final Redemption Right and payment of the Final Redemption
Amount:
(i) Valid and complete Final Redemption Notice delivered
during the Notice Period;
9

(ii) CERs identified in the Final Redemption Notice are
delivered to the Verification Agent in integral multiples of
CER Lots no later than 15 Business Days prior to the
Maturity Date;
(iii) CERs identified in the Final Redemption Notice and then
delivered to the Verification Agent have passed the First
Check and Second Check and therefore on delivery were
Qualifying CERs; and
(iv) Timely determination by the Verification Agent of whether
and how many Qualifying CER Lots have been identified as
part of the First Check and delivered as part of the Second
Check.
Qualifying CERs ............................
CERs that have been identified in a Final Redemption Notice and
determined by the Verification Agent to satisfy the Eligibility
Criteria.
Interest Rate ...................................
None. The Notes do not bear interest.
Status of Notes ...............................
Notes will constitute direct, unsecured obligations of the Bank
ranking pari passu with all its other unsecured and unsubordinated
obligations. Notes will not be obligations of any government.
Form of Notes ................................
The Notes will be issued in registered form and will initially be
issued in global form represented by one or more Global Certificates.
Initial Delivery of Notes .................
On or before the Issue Date, the Global Agent will deposit a Global
Certificate representing Registered Notes with a common depositary
for Euroclear and Clearstream, Luxembourg, which Global
Certificates will be registered in the name of a nominee for the
common depositary for Euroclear and Clearstream, Luxembourg.
Clearing Systems ............................
Euroclear and Clearstream, Luxembourg
Specified Denominations ...............
U.S.$4,800, reflecting U.S.$4,800 per CER Lot as determined
through the competitive auction on the Auction Date.
Listing ............................................
The Notes will not be listed.
Ratings ...........................................
The Notes will not be rated.
Governing Law...............................
English law
Selling Restrictions ........................
The sale and delivery of Notes, and the distribution of offering
material relating to the Notes, are subject to certain restrictions in
various jurisdictions as set forth in the Prospectus and these Final
Terms.
10