Obligation IBRD 0% ( XS2251370131 ) en BRL

IBRD

100 % ▲

Etas-Unis

XS2251370131 ( en BRL )

18/11/2032

Prospectus brochure de l'obligation IBRD XS2251370131 en BRL 0%, échéance 18/11/2032

5 620 000 BRL

281 000 000 BRL

L'Obligation émise par IBRD ( Etas-Unis ) , en BRL, avec le code ISIN XS2251370131, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 18/11/2032

INTERNATIONAL BANK FOR RECONSTRUCTION AND
DEVELOPMENT

Global Debt Issuance Facility

No. 101235

BRL 281,000,000 Notes linked to the Republica AFAP Dynamic
Index (Eighth Series) due 2032 (payable in United States
Dollars)
J.P. Morgan Securities plc
The date of these Final Terms is November 5, 2020

This document sets out the Final Terms (the "Final Terms") of the International Bank for Reconstruction
and Development ("Issuer" or "IBRD") BRL 281,000,000 Notes linked to the Republica AFAP
Dynamic Index (Eighth Series) due 2032 (payable in United States Dollars) (the "Notes"). Prospective
investors should read this document together with the Issuer's Prospectus dated May 28, 2008 (the
"Prospectus"), in order to obtain a full understanding of the specific terms and conditions (the
"Conditions") of the Notes.
The Final Terms of the Notes are set out on pages 27 to 44. Capitalized terms used herein are defined in
this document or in the Prospectus.
Investing in the Notes involves risks. See "Additional Risk Factors" beginning on page 9 of this
document, and "Risk Factors" beginning on page 13 of the Prospectus.
The return on, and the value of, the Notes is based on the performance of the Index and on the
exchange rate of BRL to USD. The performance of the Index, in turn, will be based on the periodic
selection of the Component Underlyings of the Index by the Index Allocator. Therefore, the return
on the Index will be dependent in large part on the selections made by the Index Allocator. THE
NOTES ARE INTENDED TO BE PURCHASED AND HELD BY THE INDEX ALLOCATOR
AND BY DISCRETIONARY ACCOUNTS MANAGED BY THE INDEX ALLOCATOR.
Investors should note that the Conditions of the Notes are separate from, and do not incorporate
by reference, the Index Rules. The Index Rules can be modified from time to time without
requiring an amendment of the Conditions of the Notes. In the event of the occurrence of any Index
Disruption Event or the occurrence of any Amendment Event relating to the Index, the fallback
provisions set out in the Conditions of the Notes, not the Index Rules, will determine the relevant
action to be taken. The Index Rules are available upon request from the Dealer. Each purchaser
of Notes will be deemed to have obtained a copy of the Index Rules and read and understood them.
The Issuer has derived all information contained in the Final Terms regarding the Index from the
Index Rules, and the Issuer has not participated in the preparation of, or verified, such Index
Rules. Neither IBRD nor the Global Agent will have any responsibility for the contents of the Index
Rules and the Index Allocation Agreement, and none of IBRD and the Global Agent shall have any
responsibility or liability for the choices and allocations made by the Index Allocator thereunder
with respect to the Index.
Although the return on the Notes is based on the performance of the Index, a Note will not
represent a claim against the Index Sponsor or the Index Calculation Agent and a Noteholder will
not have recourse under the terms of the Notes to any asset comprising the Index. The exposure to
the Index is notional and an investment in the Notes is not an investment in the Index or any asset
comprising the Index from time to time.
In Uruguay the Notes are being placed relying on a private placement exemption ("oferta privada")
pursuant to Section 2 of Law N° 18,627. The Notes are not and will not be registered with the
Superintendency of Financial Services of the Central Bank of Uruguay to be publicly offered in
Uruguay.
2

TABLE OF CONTENTS
Executive Summary .................................................................................................................. 4
Additional Risk Factors ............................................................................................................. 9
Final Terms.............................................................................................................................. 27

3

EXECUTIVE SUMMARY
The following is an executive summary of the provisions of the Notes only and is qualified in its entirety
by reference to the more detailed information contained elsewhere in this document and Prospectus.
Capitalized terms used in this summary have the meanings set forth elsewhere in this document.

Issuer:
International Bank for Reconstruction and Development
Securities:
BRL 281,000,000 Notes linked to the Republica AFAP
Dynamic Index (Eighth Series) due 2032 (payable in United
States Dollars) (the "Notes")
Issued under the Issuer's Global Debt Issuance Facility
Credit Rating:
The Notes are expected to be rated AAA by Standard and
Poor's, a division of the McGraw-Hill Companies, Inc., upon
issuance
Aggregate Nominal Amount:
BRL 281,000,000
Issue Price:
100% of the Aggregate Nominal Amount payable in USD
(being USD 50,000,000 which is equal to the Aggregate
Nominal Amount divided by the Initial USD/BRL FX Rate)
Initial USD/BRL FX Rate:
5.62, being the USD/BRL FX Rate in respect of the Initial
BRL Valuation Date
Initial BRL Valuation Date:
The Trade Date, being October 26, 2020 (the "Scheduled
Initial BRL Valuation Date"), subject to postponement in
accordance with the provisions set forth in Term 18 of the
Final Terms (BRL Related FX Disruption and Disruption
Fallbacks) if an FX Disruption and/or an Unscheduled
Holiday occurs on such date
Specified Denomination:
BRL 5,620,000
Issue Date:
November 18, 2020
Trade Date:
October 26, 2020
Scheduled Maturity Date:
November 18, 2032
Maturity Date:
The Scheduled Maturity Date, subject to postponement if
either (i) the Final BRL Valuation Date is postponed beyond
the Scheduled Final BRL Valuation Date pursuant to Term 18
of the Final Terms (BRL Related FX Disruption and
Disruption Fallbacks) and/or (ii) the Final Index Valuation
Date is postponed beyond the Scheduled Final Index Valuation
Date pursuant to Term 20 of the Final Terms (Postponement
due to Index Disruption Events)
Interest Basis:
The Notes do not bear or pay any interest
Business Day:
London, New York and São Paulo
Participation Rate:
450%
Final Redemption Amount:
If no Amendment Event has occurred, the Final Redemption
Amount, calculated per Specified Denomination, payable on
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the Maturity Date will be an amount in USD equal to the sum
of (i) the USD Principal Amount and (ii) the Note Return
Amount, as set forth under Term 17 of the Final Terms (Final
Redemption Amount of each Note (Condition 6)).
If an Amendment Event has occurred prior to the Maturity
Date, the Final Redemption Amount, calculated per Specified
Denomination, will be an amount in USD equal to the USD
Principal Amount, and will be payable on the later of (i) the
day the Amendment Amount is paid and (ii) the Maturity Date.
USD Principal Amount:
An amount in USD equal to (i) the Specified Denomination
divided by (ii) the Final USD/BRL FX Rate
Final USD/BRL FX Rate:
The USD/BRL FX Rate in respect of the Final BRL Valuation
Date
Final BRL Valuation Date:
The Business Day falling 10 Business Days prior to the
Scheduled Maturity Date, expected to be November 1, 2032
(the "Scheduled Final BRL Valuation Date"), subject to
postponement in accordance with the provisions set forth in
Term 18 of the Final Terms (BRL Related FX Disruption and
Disruption Fallbacks) if an FX Disruption and/or an
Unscheduled Holiday occurs on such date
USD/BRL FX Rate:
The USD/BRL fixing rate, expressed as the amount of BRL
per one USD as determined by the Calculation Agent in
respect of the Initial BRL Valuation Date or the Final BRL
Valuation Date, as applicable.
Unscheduled Holiday:
A day that is not a Business Day and the market was not aware
of such fact (by means of a public announcement or by
reference to other publicly available information) until a time
later than 9:00 a.m., São Paulo time, two São Paulo Business
Days prior to such day
FX Disruption:
In the determination of the Calculation Agent: (i) an Exchange
Rate Divergence has occurred or is continuing on any BRL
Valuation Date , and/or (ii) any action, event or circumstance
whatsoever which, from a legal or practical perspective, makes
it impossible for the Calculation Agent to obtain the USD/BRL
FX Rate on any BRL Valuation Date
BRL Valuation Date:
Each of the Initial BRL Valuation Date and the Final BRL
Valuation Date (or either, as applicable)
Note Return Amount:
An amount in USD, calculated per Specified Denomination,
equal to the product of (a) the USD Calculation Amount, (b)
the greater of (x) the Index Return and (y) zero and (c) the
Participation Rate.
USD Calculation Amount:
An amount in USD, calculated per Specified Denomination,
equal to the Specified Denomination divided by the Initial
USD/BRL FX Rate.
5

Amendment Event:
In the event of the occurrence of the events described in Term
22 of the Final Terms (Amendment Event), the Calculation
Agent or the Issuer, as the case may be, will give notice to
Noteholders of the occurrence of the Amendment Event and
the Issuer shall pay an amount (which may be zero) as soon as
practicable after the Mandatory Amendment Date, calculated
per Specified Denomination, equal to the Amendment Amount
(as defined in Term 22 of the Final Terms (Amendment Event))
calculated as of the Accelerated Final Index Determination
Date.
In the event of the occurrence of an Amendment Event, the
Issuer shall pay the USD Principal Amount on the later of (i)
the day the Amendment Amount is paid and (ii) the Maturity
Date.
An Amendment Event includes an Index Cancellation, an
Index Modification, a Successor Index Event, an Index
Allocation Agreement Termination, an Index Disruption
Event continuing for a certain number of days, or termination
of the Associated Swap Transaction by the Swap Counterparty
(including as a result of a Change in Law, a Hedging
Disruption or an Increased Cost of Hedging) or the Issuer, each
as described in Term 22 of the Final Terms (Amendment
Event).
Index Return:
The performance of the Index from the Initial Index Level to
the Final Index Level expressed as a percentage and calculated
as follows:
(Final Index Level Initial Index Level) / Initial Index Level
Index:
The Republica AFAP Dynamic Index (Eighth Series)
(Bloomberg Screen: JPZMBRL3)
Index Allocator:
Republica AFAP, S.A.
Index Sponsor:
J.P. Morgan Securities LLC, including its successors and
assigns
Index Calculation Agent:
Solactive A.G., including its successors and assigns
Initial Index Level:
100.00 (being the Index's published Index Level in respect of
the Initial Index Valuation Date)
In the event that the Index Level in respect of the Initial Index
Valuation Date is corrected by the Index Calculation Agent on
or prior to the date falling three Business Days after the Initial
Index Valuation Date, such corrected value will be the Initial
Index Level
Initial Index Valuation Date:
The Trade Date, being October 26, 2020
Final Index Level:
The Index Level in respect of the Final Index Valuation Date,
as determined by the Calculation Agent.
6

In the event that the Index Level in respect of the Final Index
Valuation Date is corrected by the Index Calculation Agent on
or prior to the date falling three Business Days after the Final
Index Valuation Date, such corrected value will be the Final
Index Level.
Final Index Valuation Date:
November 1, 2032 or, if such day is not an Index Business
Day, the immediately succeeding Index Business Day (the
"Scheduled Final Index Valuation Date"), subject to
postponement pursuant to the provisions set forth under Term
20 of the Final Terms (Postponement due to Index Disruption
Events) and Term 21 of the Final Terms (Additional
Definitions with regard to the Index)
Index Disruption Event:
If the Scheduled Final Index Valuation Date occurs on a day
in respect of which the Calculation Agent determines that an
Index Disruption Event has occurred or is continuing, the
Calculation Agent will delay calculating the Final Index Level
as set forth in Term 20 of the Final Terms (Postponement due
to Index Disruption Events)
An Index Disruption Event means the Index Calculation Agent
fails to calculate and announce the Index Level on the Final
Index Valuation Date. See Term 21 of the Final Terms
(Additional Definitions with regard to the Index).
Dealer:
J.P. Morgan Securities plc
Calculation Agent:
JPMorgan Chase Bank, National Association
Clearing Systems:
Euroclear/Clearstream
Rank:
The Notes constitute direct, unsecured obligations of the Issuer
ranking pari passu, without any preference among themselves,
with all its other obligations that are unsecured and
unsubordinated. The Notes are not obligations of any
government.
Applicable law:
English
Notes intended to be held by
The amount of the Note Return Amount, if any, to be payable
Index Allocator or accounts
in respect of the Notes will be based on the performance of the
managed by Index Allocator;
Index. The performance of the Index, in turn, will be based on
Purchaser Acknowledgement:
the periodic selections of the Index Allocator made under the
terms of the Index Allocation Agreement (as defined in the
Final Terms). Therefore, the Notes are intended to be
purchased and held by the Index Allocator and by
discretionary accounts managed by the Index Allocator. Each
purchaser and holder of the Notes from time to time, through
its acquisition of the Notes, will be deemed to have
acknowledged that the Notes are intended to be instruments
held only by the Index Allocator and by discretionary accounts
managed by the Index Allocator and to have acknowledged
that the Index has been developed by the Index Allocator and
7

the Index Sponsor solely for the purposes of determining the
Note Return Amount in respect of the Notes.
Neither IBRD nor the Global Agent will have any
responsibility for the contents of the Index Rules and the Index
Allocation Agreement, and none of IBRD and the Global
Agent shall have any responsibility or liability for the choices
and allocations made by the Index Allocator thereunder with
respect to the Index.
Risk factors:
Noteholders should consider carefully the factors set out under
"Additional Risk Factors" in this document and under "Risk
Factors" in the Prospectus before reaching a decision to buy
the Notes.
8

ADDITIONAL RISK FACTORS
An investment in the Notes is subject to the risks described below, as well as the risks described under
"Risk Factors" in the Prospectus. The Notes are a riskier investment than ordinary fixed rate notes or
floating rate notes. Prospective investors should carefully consider whether the Notes are suited to their
particular circumstances. Accordingly, prospective investors should consult their financial, legal and tax
advisers as to the risks entailed by an investment in the Notes and the suitability of the Notes in light of
their particular circumstances.
The performance of the Index is based on the periodic selections of the Index Allocator made under the
terms of the Index Allocation Agreement. Therefore, the Notes are intended to be purchased and held by
the Index Allocator and by discretionary accounts managed by the Index Allocator. Neither IBRD nor
the Global Agent will have any responsibility for the contents of the Index Allocation Agreement and
none of the Dealer, the Index Sponsor, IBRD and the Global Agent, or their respective affiliates, shall
have any responsibility or liability for the choices and allocations made by the Index Allocator
thereunder with respect to the Index.
Terms used in this section and not otherwise defined shall have the meanings set forth elsewhere in this
document.
The following list of risk factors does not purport to be a complete enumeration or explanation of all the
risks associated with the Notes, the Index and/or the Component Underlyings of the Index.
GENERAL RISKS
No tax gross-up on payments
Repayment of all or any part of the Notes and payment at maturity of any additional amount due under
the terms of the Notes will be made subject to applicable withholding taxes (if any). Consequently, the
Issuer will not be required to pay any further amounts in respect of the Notes in the event that any taxes
are levied on such repayment or payment.
Non-U.S. investors - additional tax consideration
For purposes of the Notes, the following discussion supersedes in its entirety the discussion in the
Prospectus under "Tax Matters."
The Notes are only being offered to, and only intended to be held by, the Index Allocator and accounts
managed by the Index Allocator. The Notes may not be beneficially owned by U.S. persons or persons
subject to net income taxation in the United States, and the discussion does not address the consequences
of direct or indirect investment by U.S. persons or persons subject to net income taxation in the United
States.
Section 871(m) of the Code and final Treasury regulations promulgated thereunder ("Section 871(m)")
generally impose a 30% withholding tax (unless an income tax treaty applies) on dividend equivalent
amounts paid or deemed paid to non-U.S. beneficial owners with respect to certain financial instruments
linked to U.S. equities or indices that include U.S. equities. Section 871(m) provides certain exceptions
to this withholding regime, in particular for instruments linked to certain broad-based indices that meet
requirements set forth in the applicable Treasury regulations (such an index, a "Qualified Index").
As of the Issue Date of the Notes, the Notes are not "Delta One", as defined in the Section 871(m)
regulations, with respect to any of the Component Underlyings contained within the synthetic portfolio
referenced by the Index and thus, as of the Issue Date, the Issuer (relying upon certain determinations
made by J.P. Morgan Securities plc in its role as Dealer in the Notes) has determined that the Section
871(m) regulations do not apply to the Notes. However, because the Notes are expected to be considered
redeemed and re-issued for U.S. tax purposes each time there is a change in the Index allocations (each
occurrence, a "deemed reissuance"), the Index Rules further specifically prohibit the Index Allocator
9

from making allocations to any Component Underlying within the synthetic portfolio referenced by the
Index in the event that such Component Underlying is treated as an `Underlying Security' as defined in
the Section 871(m) regulations at the time of allocation, if such an allocation would cause the securities
to become subject to the regulations. This is equivalent to restricting the Index Allocator from allocating
to any Component Underlying that is an Underlying Security, if the "Delta", as defined in the Section
871(m) regulations, off the Notes to such Component Underlying at the time such allocation is made, is
greater than the allowable threshold under the regulations in effect at that point in time.
Therefore, the Issuer (relying upon certain determinations made by J.P. Morgan Securities plc in its role
as Dealer in the Notes) believes, without regard to any other transactions entered into by an investor, that
the Section 871(m) regulations will not apply to the Notes at any point in time. The Issuer's and Dealer's
determinations are not binding on the Internal Revenue Service ("IRS"), and the IRS may disagree with
their determinations. If, against the Issuer's and Dealer's determinations, the IRS determines that the
Section 871(m) regulations apply to the Notes, a withholding agent may withhold a 30% withholding tax
on any dividend equivalent amounts paid or deemed paid to non-U.S. beneficial owners with respect the
Notes. However, neither the Issuer nor any other person will be required to pay any additional amounts
with respect to any amounts that may be withheld pursuant to the Section 871(m) regulations. Section
871(m) is complex and its application may depend on an investor's particular circumstances, including
whether an investor enters into other transactions with respect to an Underlying Security. Investors
should consult with their own tax advisers regarding the potential application of Section 871(m) to the
Notes.
BRL related FX Disruption Events and Index Disruption Events may operate to postpone Maturity
Date
In the event that the Final BRL Valuation Date is postponed beyond the Scheduled Final BRL Valuation
Date or the Final Index Valuation Date is postponed beyond the Scheduled Final Index Valuation Date
as set forth in the Final Terms, the Maturity Date of the Notes will be postponed by one Business Day
for each Business Day that the Final BRL Valuation Date or the Final Index Valuation Date is postponed,
and therefore may be postponed by (i) a number of Business Days up to the number of Business Days
occurring during the period of 30 calendar days after the Scheduled Final BRL Valuation Date (in respect
of an FX Disruption) or (ii) ten Business Days after the Scheduled Final Index Valuation Date (in respect
of an Index Disruption Event). No interest or other payment will be payable because of any such
postponement of the Maturity Date.
Possible Amendment Event
As set out in Term 22 of the Final Terms (Amendment Event), in the event of the occurrence of the events
described in Term 22 of the Final Terms, the Issuer will be required to make a payment (which may be
zero) as soon as practicable after the Mandatory Amendment Date. In respect of each Specified
Denomination, such payment will be equal to the Amendment Amount as of the Accelerated Final Index
Determination Date. As a result, the Noteholders will not benefit from any appreciation in the Index as
of the Accelerated Final Index Determination Date.
An Amendment Event includes an Index Cancellation, an Index Modification, a Successor Index Event,
an Index Allocation Agreement Termination, an Index Disruption Event that continues for a certain
number of days and an event which results in early termination of the Associated Swap Transaction by
the Swap Counterparty (including as a result of a Change in Law, a Hedging Disruption or an Increased
Cost of Hedging) or the Issuer. An Index Cancellation, an Index Modification, a Successor Index Event,
an Index Allocation Agreement Termination or a continuing Index Disruption Event may occur due to a
broad range of events beyond the control of the Issuer, including by decision of the Index Calculation
Agent, the Index Sponsor or the Index Allocator. A Change in Law could occur in response to the
enactment of new laws or the implementation of existing laws (including, without limitation, any tax law
10