Obligation Asia Development Bank 11.001% ( XS2325621709 ) en GEL

Société émettrice Asia Development Bank
Prix sur le marché 100 %  ⇌ 
Pays  Philippines
Code ISIN  XS2325621709 ( en GEL )
Coupon 11.001% par an ( paiement semestriel )
Echéance 01/04/2024 - Obligation échue



Prospectus brochure de l'obligation Asian Development Bank XS2325621709 en GEL 11.001%, échue


Montant Minimal 100 000 GEL
Montant de l'émission 12 300 000 GEL
Description détaillée La Banque asiatique de développement (BAD) est une institution financière internationale qui ?uvre à réduire la pauvreté et à promouvoir un développement économique et social durable dans l'Asie et le Pacifique.

L'Obligation émise par Asia Development Bank ( Philippines ) , en GEL, avec le code ISIN XS2325621709, paye un coupon de 11.001% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/04/2024










PROSPECTUS
Asian Development Bank
Global Medium-Term Note Program

The Asian Development Bank ("ADB") may issue from time to time under its Global Medium-Term Note Program
(the "Program") notes ("Notes") as authorized by the Board of Directors of ADB in its global borrowing authorization
for such calendar year. The aggregate amount of proceeds of all Notes issued by ADB in any calendar year will not
exceed the amount authorized by the Board of Directors of ADB in its global borrowing authorization for such
calendar year. Notes may be denominated in such currencies or currency units as may be designated by ADB at the
time of issue. This Prospectus constitutes a voluntary alleviated prospectus for purposes of Part III of the Luxembourg
law on prospectus for securities dated 16 July 2019 (the "New Prospectus Act"). The Luxembourg Stock Exchange
has approved this Prospectus in accordance with Part 3, Chapter 2 of the New Prospectus Act. A pricing supplement
(each, a "Pricing Supplement") will contain the terms and pricing details of each particular issue of Notes. Each
Pricing Supplement shall constitute the "final terms" of such issue of Notes for purposes of the New Prospectus Act.
Notes may be sold through one or more dealers appointed by ADB ("Dealers") or directly by ADB itself. This
Prospectus replaces the prospectus dated 28 April 2011 in connection with the Program, except in relation to notes
issued prior to the date hereof; provided however that Notes that are to be consolidated and form a single series with
Notes issued prior to the date hereof will be issued subject to the terms and conditions of the Notes applicable on the
date of issue for the first Tranche of Notes of such Series.
Notes may be either interest bearing at fixed and/or floating rates or non-interest bearing and may be
repayable at par, at a specified amount above or below par or at an amount determined by reference to a formula, in
each case with terms as specified in the applicable Pricing Supplement. Notes may be index-linked, equity-linked or
commodity-linked as to principal or interest, as specified in the applicable Pricing Supplement. Notes may be issued
with specified or variable maturities and may be subject to early redemption in whole or in part, as specified in the
applicable Pricing Supplement. This Prospectus has been filed with the Luxembourg Stock Exchange, on whose
regulated market Notes issued under the Program may be listed. Notes issued under the Program may alternatively be
listed on one or more other stock exchanges, or may be unlisted, as specified in the applicable Pricing Supplement.
Certain types of Notes may be complex financial instruments and may not be suitable for all investors.
Investors should have sufficient knowledge and experience in financial and business matters to evaluate the
information contained in this Prospectus and in the applicable Pricing Supplement and the merits and risks of
investing in a particular issue of Notes in the context of their financial position and particular circumstances.
Investors also should have the financial capacity to bear the risks associated with an investment in Notes.
Investors should not purchase Notes unless they understand and are able to bear risks due to interest or
exchange rate fluctuations or market, liquidity, early redemption or other risks associated with Notes. See
"Risk Factors" for a discussion of certain risks that should be considered in connection with an investment in
certain types of Notes.
Notes of any particular issue will be in book-entry form, registered form or bearer form, as specified in the
applicable Pricing Supplement. Notes in bearer form may not be offered, sold or delivered within the United States
or to U.S. persons as part of their primary distribution. If Notes of any particular issue are intended to be recognized
as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem, such Notes
will be issued in "new global note" form or under the "new safekeeping structure," as applicable. Notes will be issued
in the denominations specified in the applicable Pricing Supplement. The Federal Reserve Bank of New York will
act as fiscal agent (the "Fiscal Agent") for Notes denominated and payable in U.S. dollars that are initially distributed
in the United States and originally issued in book-entry form. Citibank, N.A., London Branch will act as global agent
(the "Global Agent") for all other Notes. ADB may appoint additional agents for specific issues of Notes.
Depending on their form and specified currency, Notes will be accepted for clearing through one or more
clearing systems, as specified in the applicable Pricing Supplement. These systems may include those operated by
Euroclear Bank SA/NV, as operator of the Euroclear System ("Euroclear"), Clearstream Banking, S.A.
("Clearstream, Luxembourg"), The Depository Trust Company ("DTC"), the Hong Kong Monetary Authority, as
operator of the Hong Kong Central Moneymarkets Unit ("CMU") Service, and, for U.S. dollar-denominated book-
entry Notes, the book-entry system operated by the Federal Reserve Banks (the "Federal Reserve").
The Notes will not be the obligations of any government.

The date of this Prospectus is 9 December 2020.




Notes issued under the Program 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 this Prospectus. Any
representation to the contrary is a criminal offense in the United States.
ADB, having made all reasonable inquiries, confirms that all information in this Prospectus is true
and accurate in all material respects and is not misleading in any material respect, and that there are no
other facts the omission of which, in the context of the issue of Notes, make this Prospectus or any
information in it misleading in any material respect. In addition, ADB confirms that each Pricing
Supplement, when read together with the Prospectus, will as of its date be true and accurate in all material
respects and not misleading in any material respect, and that there will be no other facts the omission of
which make any Pricing Supplement, when read together with this Prospectus, or any information therein
misleading in any material respect.
Investors in Notes should rely only on information contained or incorporated by reference in this
Prospectus or contained in the applicable Pricing Supplement. Neither ADB nor any Dealer has authorized
anyone to provide information different from that contained or incorporated by reference herein or
contained in the applicable Pricing Supplement. Neither ADB nor any Dealer takes any responsibility for,
or provides any assurance as to the reliability of, any other information that others may give investors in
the Notes. The delivery of this Prospectus or the applicable Pricing Supplement at any time does not imply
that the information contained in this Prospectus or the applicable Pricing Supplement, as the case may be,
is correct at any time subsequent to its date, or, if later, to the date of the documents incorporated by
reference in this Prospectus.
To the fullest extent permitted by law, none of the Dealers accepts any responsibility for the
contents of this Prospectus, any Pricing Supplement or any statement made by ADB in respect of itself or
an offering of the Notes. Each Dealer accordingly disclaims all and any liability, whether arising in tort or
contract, which it might otherwise have in respect of this Prospectus, any Pricing Supplement or any such
statement by ADB.
Neither this Prospectus nor any Pricing Supplement constitutes an offer of, or an invitation by or
on behalf of, ADB or any Dealer to subscribe or purchase any Notes. Neither this Prospectus nor any
Pricing Supplement constitutes, or may be used for the purposes of, an offer or solicitation by anyone in
any jurisdiction in which such an offer or solicitation is not authorized or to any person to whom it is
unlawful to make such an offer or solicitation, and no action is being taken to permit an offering of Notes
or the distribution of this Prospectus or any Pricing Supplement in any jurisdiction where such action is
required.
The distribution of this Prospectus and any Pricing Supplement and the offer and sale of any Notes
may be restricted by law in certain jurisdictions. Persons into whose possession this Prospectus or any
Pricing Supplement comes are required by ADB and any relevant Dealer to inform themselves about and
to observe any such restrictions. For a description of certain restrictions on offers and sales of Notes and
on distribution of this Prospectus or any Pricing Supplement, see "Plan of Distribution."
The issuance and distribution of this Prospectus and any Pricing Supplement and any offering and
sale of Notes are not a waiver by ADB or by any of its members, Governors, Alternate Governors, Executive
Directors, Alternate Executive Directors, officers or employees of any of the rights, immunities, privileges
or exemptions conferred upon any of them by the Agreement Establishing the Asian Development Bank


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(the "Charter") or by any statute, law or regulation of any member of ADB or any political subdivision of
any member, all of which are hereby expressly reserved.
This Prospectus does not describe all of the risks and investment considerations (including
those relating to each investor's particular circumstances) of an investment in Notes of a particular
issue. Investors should refer to and consider carefully the relevant Pricing Supplement for each
particular issue of Notes, which may describe additional risks and investment considerations
associated with such Notes. The risks and investment considerations identified in this Prospectus
and the applicable Pricing Supplement are provided as general information only. Investors should
consult their own financial and legal advisors as to the risks and investment considerations arising
from an investment in an issue of Notes and should possess the appropriate resources to analyze such
investment and the suitability of such investment in their particular circumstances.
MiFID II product governance/target market ­ The Pricing Supplement in respect of any Notes
may include a legend entitled "MiFID II Product Governance" which will outline the target market
assessment in respect of the Notes and which channels for distribution of the Notes are appropriate. Any
person subsequently offering, selling or recommending the Notes (a "distributor") should take into
consideration the target market assessment; however, a distributor subject to Directive 2014/65/EU (as
amended, "MiFID II") is responsible for undertaking its own target market assessment in respect of the
Notes (by either adopting or refining the target market assessment) and determining appropriate distribution
channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID
Product Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance
Rules"), any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise
neither the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the MiFID
Product Governance Rules.
ADB does not fall under the scope of application of MiFID II. Consequently, ADB does not qualify
as an "investment firm", "manufacturer" or "distributor" for the purposes of MiFID II.
PRIIPs/IMPORTANT ­ EEA AND U.K. RETAIL INVESTORS ­ If the Pricing Supplement
in respect of any Notes includes a legend entitled "Prohibition of Sales to EEA and U.K. Retail
Investors", the Notes are not intended to be offered, sold or otherwise made available to, and should not
be offered, sold or otherwise made available to, any retail investor in the European Economic Area ("EEA")
or the United Kingdom ("U.K."). For these purposes, a retail investor means a person who is one (or more)
of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the
meaning of Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where that
customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.
Notes issued by ADB do not fall under the scope of Regulation (EU) No 1286/2014 (as amended, the
"PRIIPs Regulation"). Consequently, no key information document required by the PRIIPs Regulation
for offering or selling the Notes or otherwise making them available to retail investors in the EEA or in the
U.K. has been prepared and therefore offering or selling the Notes or otherwise making them available to
any retail investor in the EEA or in the U.K. may be unlawful under the PRIIPs Regulation.
BENCHMARKS REGULATION ­ Interest and/or other amounts payable under the Notes may
be calculated by reference to certain reference rates. Any such reference rate may constitute a benchmark
for the purposes of Regulation (EU) 2016/1011 (the "Benchmarks Regulation"). If any such reference
rate does constitute such a benchmark, the applicable Pricing Supplement will indicate whether or not the
benchmark is provided by an administrator included in the register of administrators and benchmarks
established and maintained by the European Securities and Markets Authority ("ESMA") pursuant to


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Article 36 (Register of administrators and benchmark) of the Benchmarks Regulation. Transitional
provisions in the Benchmarks Regulation may have the result that the administrator of a particular
benchmark is not required to appear in the register of administrators and benchmarks at the date of the
applicable Pricing Supplement. The registration status of any administrator under the Benchmarks
Regulation is a matter of public record and, save where required by applicable law, ADB does not intend
to update the applicable Pricing Supplement to reflect any change in the status of the administrator.
STABILIZATION ­ In connection with the issue of any Tranche of Notes, the Dealer or Dealers
(if any) named as the Stabilizing Manager(s) (or persons acting on behalf of any Stabilizing Manager(s)) in
the applicable Pricing Supplement may over-allot Notes (provided that, in the case of any Tranche of Notes
to be listed on the regulated market of the Luxembourg Stock Exchange, the aggregate principal amount of
the Notes allotted does not exceed 105 per cent. of the aggregate principal amount of the relevant Tranche)
or effect transactions with a view to supporting the market price of the Notes at a level higher than that
which might otherwise prevail. However, there is no assurance that the Stabilizing Manager(s) (or persons
acting on behalf of a Stabilizing Manager) will undertake Stabilization action. Any Stabilization action may
begin on or after the date on which adequate public disclosure of the final terms of the offer of the relevant
Tranche of Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier
of 30 days after the issue date of the relevant Tranche of Notes and 60 days after the date of the allotment
of the relevant Tranche of Notes. Any Stabilization action or over-allotment must be conducted by the
relevant Stabilizing Manager(s) (or persons acting on behalf of any Stabilizing Manager(s)) in accordance
with all applicable laws and rules.
TABLE OF CONTENTS
Page
Availability of Information and Incorporation by Reference ...................................................................... 5
Pricing Supplements .................................................................................................................................... 6
Amount ........................................................................................................................................................ 6
Use of Proceeds............................................................................................................................................ 6
Summary ...................................................................................................................................................... 7
Risk Factors ............................................................................................................................................... 12
Form of Notes ............................................................................................................................................ 16
Terms and Conditions of the Notes ............................................................................................................ 22
Clearance and Settlement ........................................................................................................................... 50
Tax Considerations .................................................................................................................................... 55
Currency Conversions ................................................................................................................................ 64
Plan of Distribution .................................................................................................................................... 66
General Information ................................................................................................................................... 72
Form of Pricing Supplement ...................................................................................................................... 73





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AVAILABILITY OF INFORMATION AND INCORPORATION BY REFERENCE
Availability of Information
ADB prepares an annual information statement (the "Information Statement"), which describes
ADB, including its capital, operations, administration, Charter, legal status and its principal financial
policies. Each Information Statement also contains ADB's most recent audited financial statements.
ADB's latest Information Statement has been filed with the Commission. ADB also prepares an annual
report to its Board of Governors and unaudited quarterly financial statements.
ADB is subject to certain informational requirements of Regulation AD, promulgated by the
Commission under Section 11(a) of the Asian Development Bank Act, and in accordance therewith files
with the Commission its annual report to its Board of Governors and its regular quarterly and annual
financial statements (collectively, together with the Information Statement, the "ADB Information").
ADB will file the latest ADB Information with the Commission and, for so long as ADB lists Notes
on any stock exchange and the rules of such exchange so require, with such exchange. The ADB
Information may be inspected and copies may be obtained (without charge other than for ADB Information
obtainable from the Commission, which must be paid for at prescribed rates) at the following addresses,
and at any other address as may be specified in the applicable Pricing Supplement:
Securities and Exchange Commission
Citibank, N.A., London
Public Reading Room
Branch
100 F Street, NE
Citigroup Centre
Washington, DC 20549
Canada Square, Canary Wharf
London E14 5LB
Copies of the Charter and the Global Agency Agreement, as amended, may be inspected upon
reasonable request by Noteholders during normal business hours at the above offices of Citibank, N.A.,
London Branch, as Global Agent.
ADB will provide, without charge, copies of the ADB Information, the Charter, the Fiscal Agency
Agreement and the Global Agency Agreement, as amended, upon written or telephonic request at the
following offices of ADB:
6 ADB Avenue, Mandaluyong City
8th Floor Kasumigaseki Bldg.
1550 Metro Manila, Philippines
3-2-5 Kasumigaseki, Chiyoda-ku
Attention: Funding Division,
Tokyo 100-6008, Japan
Treasury Department
Telephone: (813) 3504-3160
Telephone: (632) 8632-4444
Facsimile: (813) 3504-3165
Facsimile: (632) 8636-2444 or 8632-4120

Barckhausstr. 1
900 17th Street NW, Suite 900
60325 Frankfurt, Germany
Washington, DC 20006, United States
Telephone: (4969) 2193-6400
Telephone: (1 202) 728-1500
Facsimile: (4969) 2193-6444
Facsimile: (1 202) 728-1505
Incorporation by Reference
ADB's latest Information Statement, any quarterly or annual financial statements filed with the
Commission subsequent to the date of such Information Statement, the most recent global borrowing
authorization of the Board of Directors of ADB and any supplements (other than Pricing Supplements) or


5






amendments to this Prospectus circulated by ADB from time to time shall be deemed to be incorporated in
and to form part of this Prospectus, and references to this "Prospectus" shall mean this document and any
documents incorporated by reference in and forming part of this Prospectus, except, and to the extent, any
such document is superseded or modified by any subsequent document incorporated by reference in and
forming part of this Prospectus. The prospectus dated 28 April 2011 relating to the Program provided
that only the terms and conditions set out on pages 20 to 44 under the heading "Terms and
Conditions of the Notes" (the "2011 Conditions") shall be deemed to be incorporated by reference
in this Prospectus and the other information which appears in such prospectus dated 28 April 2011
being either not relevant for investors or covered elsewhere in this Prospectus. Documents
incorporated by reference in and forming part of this Prospectus may not have been submitted to the same
review and clearance procedures to which this Prospectus has been submitted as of the date hereof by any
stock exchange or regulatory authority referred to herein.
ADB will, in the event of any material change in the financial position of ADB that is not reflected
in this Prospectus, prepare an amendment or supplement to this Prospectus or publish a new Prospectus for
use in connection with any subsequent issue and listing of Notes by ADB.
If the terms of the Program are modified or amended in a manner that would make this Prospectus
inaccurate or misleading in any material respect, ADB will prepare an amendment or supplement to this
Prospectus or prepare a new Prospectus.
Copies of documents incorporated by reference in this Prospectus may be obtained without charge
from the offices of ADB as set out under "­Availability of Information." In addition to the addresses set
out above, ADB's latest Information Statement, any annual financial statements subsequent to the date of
such Information Statement and any supplements (other than Pricing Supplements) or amendments to this
Prospectus circulated by ADB from time to time may be found on ADB's website (www.adb.org).
PRICING SUPPLEMENTS
ADB will prepare in respect of each particular issue of Notes a Pricing Supplement that will contain
the terms of and pricing details for such issue of Notes and such other information or disclosures as ADB
considers necessary. A Pricing Supplement may set out the full text of the terms and conditions of a
particular issue of Notes if ADB and the relevant Dealer(s) consider it necessary or appropriate. In case of
any conflict between the terms and conditions of a particular issue of Notes set forth in a Pricing Supplement
and the terms and conditions of the Notes set forth herein, the terms and conditions set forth in the Pricing
Supplement will govern such issue of Notes.
AMOUNT
The aggregate amount of proceeds of all Notes issued in any calendar year will not exceed the
amount authorized by the Board of Directors of ADB in its global borrowing authorization for such calendar
year.
USE OF PROCEEDS
The net proceeds to ADB from the sale of Notes will be included in the ordinary capital resources
of ADB and used in its ordinary operations.




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SUMMARY
The following summary does not purport to be complete and is derived from, and is qualified in
its entirety by, the information in the remainder of this Prospectus and, in relation to the terms and
conditions of any particular issue of Notes, the applicable Pricing Supplement. Certain capitalized
terms relating to Notes that are used in this Summary and not defined have the meanings given to them
under "Terms and Conditions of the Notes."
Issuer ...................................... Asian Development Bank.
Issuer's Legal Entity

Identifier (LEI) ................... 549300X0MVH42CY8Q105
Dealers ................................... The Dealers will consist of any one or more dealers becoming a party
to the Standard Provisions (as defined under "Plan of Distribution")
from time to time for a particular issue of Notes.
Fiscal Agent ........................... Federal Reserve Bank of New York.
Global Agent .......................... Citibank, N.A., London Branch.
Amount .................................. In any calendar year, up to the amount authorized by the Board of
Directors of ADB in its global borrowing authorization for such
calendar year.
Specified Currencies
Notes may be denominated in such currencies or currency units as may
be agreed among ADB, the relevant Dealer(s) and the Global Agent at
the time of issue (each, a "Specified Currency").
Maturities ............................... Notes may be issued with specified or variable maturities as authorized
by the Board of Directors of ADB in its borrowing authorization for
such calendar year, except that the final maturities of any Notes
denominated in certain Specified Currencies shall not be less than any
minimum or more than any maximum maturity as may be allowed or
required from time to time by the relevant regulatory authority or any
laws or regulations applicable to such Specified Currencies. The
Pricing Supplement issued in respect of each issue of Notes having
variable maturities will state the applicable terms, including any
circumstances or factors relating to the performance of relevant indices
that affect the maturity of the Notes.
Issue Price .............................. Notes may be issued at par or at a discount to or premium over par and
on a fully paid or partly paid basis.
Method of Issue ...................... Notes may be issued through Dealers acting as principal, whether
individually or in a syndicate, or on an agency basis. Additional Notes
may be issued as part of an existing issue of Notes. ADB may itself
directly issue and sell Notes to the extent permitted by applicable law.
Risk Factors ........................... See "Risk Factors" for a discussion of certain risks that should be
considered in connection with an investment in certain types of Notes.


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Description of Notes .............. Notes may be either interest bearing at fixed and/or floating rates or
non-interest bearing, with principal repayable at a fixed amount or by
reference to a formula, as specified in the applicable Pricing
Supplement.
Fixed Rate ........................ Notes for which the interest basis is fixed will bear interest at the rate or
rates specified in the applicable Pricing Supplement.
Floating Rate ................... Notes for which the interest basis is floating will have the basis for
calculating the amount of interest payable determined by reference to
one or more interest rate, exchange rate, equity or commodity indices,
or otherwise, in each case as specified in the applicable Pricing
Supplement.
Zero Coupon .................... Notes for which the interest basis is zero coupon will not bear interest
and will be issued at a discount to their redemption amount.
Fixed Redemption

Amount ......................... Notes that have a fixed redemption amount will be redeemable at par or
at a specified amount above or below par.
Variable Redemption

Amount ......................... Notes that have a variable redemption amount will have the basis for
calculating the redemption amount determined by reference to one or
more interest rate, exchange rate, equity or commodity indices, or
otherwise, in each case as specified in the applicable Pricing
Supplement.
Other Notes ...................... Notes may be any other type of security that ADB and any Dealer(s)
agree to be issued under the Program, and the terms applicable to any
such Notes will be specified in the applicable Pricing Supplement.
Status of Notes ....................... Notes will constitute direct, unsecured obligations of ADB ranking pari
passu, without any preference among themselves, with all other
unsecured and unsubordinated obligations of ADB. Notes will not be
the obligations of any government.
Negative Pledge ..................... Notes will have the benefit of a negative pledge, as described and
subject to the exceptions set forth under "Terms and Conditions of the
Notes -- Negative Pledge."
Default.................................... Notes will have the benefit of a default (including cross-default)
provision, as described under "Terms and Conditions of the Notes --
Events of Default."
Tax Status............................... Notes and interest thereon generally will be subject to taxation.


8







The Charter provides that Notes and the interest thereon are not subject
to any tax by a member of ADB (a) which tax discriminates against the
Notes solely because they are issued by ADB, or (b) if the sole
jurisdictional basis for the tax is the place or currency in which the Notes
are issued, made payable or paid, or the location of any office or place
of business maintained by ADB. Also, under the Charter, ADB is
exempt from any obligation imposed by a member of ADB for the
payment, withholding or collection of any tax or duty on Notes.
Accordingly, payments on Notes will be made to the Fiscal Agent and
the Global Agent (as applicable) without deduction in respect of such
tax or duty.

However, tax withholding requirements may apply to payments made
by financial intermediaries acting in any capacity other than as ADB's
Fiscal Agent or Global Agent.
Optional Redemption ............. The Pricing Supplement issued in respect of each issue of Notes will
state whether such Notes may be redeemed prior to their stated maturity
in whole or in part at the option of ADB and/or the holders, and, if so,
the terms applicable to such redemption. Any limitations imposed by
applicable law relating to the redemption of Notes denominated in any
Specified Currency will be specified in the applicable Pricing
Supplement.
Form of Notes ........................ Each particular issue of Notes will be in book-entry form, registered
form or bearer form. Restrictions on forms of Notes may apply in
certain jurisdictions. See "Form of Notes."
Book-Entry Notes ............ Book-Entry Notes, which are Notes denominated and payable in U.S.
dollars cleared through the book-entry system of the Federal Reserve,
will be in book-entry form. Notes in book-entry form may not be
exchanged for Notes in bearer form or for Notes in definitive form.
Registered Notes .............. Registered Notes will be represented by one or more Notes in global
registered form or will be issued in definitive registered form. Notes in
global registered form will be exchangeable for Notes in definitive
registered form if and to the extent specified in the applicable Pricing
Supplement. Notes in registered form, whether in global or definitive
form, may not be exchanged for Notes in bearer form. Registered Notes
may be issued under the "new safekeeping structure" (NSS) if such
Notes are intended to be recognized as eligible collateral for Eurosystem
monetary policy and intra-day credit operations by the Eurosystem.


9






Bearer Notes .................... Except as may be specified in the applicable Pricing Supplement, Bearer
Notes (other than Notes in certain Specified Currencies that will be
issued in permanent global bearer form) will be issued in temporary
global bearer form exchangeable for Notes in permanent global bearer
form or, if and to the extent specified in the applicable Pricing
Supplement, in definitive bearer form, global registered form or
definitive registered form, upon certification as to non-U.S. beneficial
ownership through the relevant clearing system. Notes in permanent
global bearer form (other than Notes in certain Specified Currencies)
will be exchangeable for Notes in definitive bearer form only in the
circumstances described herein and in the applicable Pricing
Supplement. Notes in bearer form may be exchanged for Notes in
registered form if and to the extent specified in the applicable Pricing
Supplement. Bearer Notes may be issued in the form of a "new global
note" (NGN) if such Notes are intended to be recognized as eligible
collateral for Eurosystem monetary policy and intra-day credit
operations by the Eurosystem.
Denominations ....................... Notes will be in such denominations as may be agreed between ADB
and the relevant Dealer(s) and specified in the applicable Pricing
Supplement, except that the minimum denominations for Notes
denominated in certain Specified Currencies will be as required by
applicable law or the relevant regulatory authority (and will be specified
in the applicable Pricing Supplement).
Listing .................................... Notes issued under the Program may be listed on the regulated market
of the Luxembourg Stock Exchange or on other or additional stock
exchanges, but ADB will not be required to maintain any such listing.
Unlisted Notes may also be issued under the Program. The applicable
Pricing Supplement will state whether the relevant issue of Notes will
be listed on one or more stock exchanges or will be unlisted.
Rating ..................................... The Program has been rated Aaa by Moody's Investors Service Inc.,
AAA by Standard & Poor's and AAA by Fitch Ratings. Notes issued
under the Program may be rated or unrated. Where an issue of Notes is
rated, its rating will not necessarily be the same as the rating applicable
to the Program. A rating is not a recommendation to buy, sell or hold
securities and may be subject to suspension, change or withdrawal at
any time by the assigning rating agency.

Governing Law ...................... Notes will be governed by the laws of the State of New York, English
law or such other law as may be specified in the applicable Pricing
Supplement, with such consequential amendments to the form of the
Notes as may be specified in the applicable Pricing Supplement, and
subject to the receipt of such legal opinions as may be specified in the
applicable Terms Agreement or Appointment Agreement (as defined
under "Plan of Distribution") between ADB and the relevant Dealer(s).
Each Terms Agreement and Appointment Agreement will incorporate
by reference the Standard Provisions.


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Document Outline